Document and Entity Information
Document and Entity Information - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Entity Registrant Name | GENERAL COMMUNICATION INC | ||
Entity Central Index Key | 808,461 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 160,967,837 | ||
Class A Common Stock | |||
Entity Common Stock Shares Outstanding | 35,473 | ||
Class B Common Stock | |||
Entity Common Stock Shares Outstanding | 3,154 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 26,528 | $ 15,402 |
Receivables (including $0 and $27,944 from a related party at December 31, 2015 and 2014, respectively) | 208,384 | 212,441 |
Less allowance for doubtful receivables | 3,630 | 4,542 |
Net receivables | 204,754 | 207,899 |
Prepaid expenses | 12,862 | 12,179 |
Inventories | 11,322 | 17,032 |
Other current assets | 3,129 | 153 |
Total current assets | 258,595 | 252,665 |
Property and equipment | 2,384,530 | 2,341,511 |
Less accumulated depreciation | 1,290,149 | 1,229,029 |
Net property and equipment | 1,094,381 | 1,112,482 |
Goodwill | 239,263 | 229,560 |
Cable certificates | 191,635 | 191,635 |
Wireless licenses | 86,347 | 86,347 |
Other intangible assets, net of amortization | 69,290 | 66,015 |
Deferred loan and senior notes costs, net of amortization of $7,227 and $8,644 at December 31, 2015 and 2014, respectively | 16,335 | 10,949 |
Other assets | 26,462 | 52,725 |
Total other assets | 629,332 | 637,231 |
Total assets | 1,982,308 | 2,002,378 |
Current liabilities: | ||
Current maturities of obligations under long-term debt and capital leases | 12,050 | 8,722 |
Accounts payable (including $0 and $7,447 to a related party at December 31, 2015 and 2014, respectively) | 63,014 | 76,918 |
Deferred revenue | 34,128 | 29,314 |
Accrued payroll and payroll related obligations | 31,337 | 32,803 |
Accrued liabilities | 22,822 | 14,457 |
Accrued interest (including $5,132 and $0 to a related party at December 31, 2015 and 2014, respectively) | 13,655 | 6,654 |
Subscriber deposits | 1,242 | 1,212 |
Total current liabilities | 178,248 | 170,080 |
Long-term debt, net (including $54,810 and $0 due to a related party at December 31, 2015 and 2014, respectively) | 1,344,764 | 1,036,056 |
Obligations under capital leases, excluding current maturities (including $1,824 and $1,857 due to a related party at December 31, 2015 and 2014, respectively) | 59,651 | 68,356 |
Deferred income taxes | 106,145 | 131,752 |
Long-term deferred revenue | 93,427 | 85,734 |
Other liabilities (including $32,820 and $0 for derivative stock appreciation rights with a related party at December 31, 2015 and 2014, respectively) | 80,812 | 43,178 |
Total liabilities | $ 1,863,047 | $ 1,535,156 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Paid-in capital | $ 6,631 | $ 26,773 |
Retained earnings | 79,217 | 124,547 |
Total General Communication, Inc. stockholders' equity | 88,263 | 167,356 |
Non-controlling interests | 30,998 | 299,866 |
Total stockholders’ equity | 119,261 | 467,222 |
Total liabilities and stockholders’ equity | 1,982,308 | 2,002,378 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock (no par) | 0 | 13,617 |
Less cost of 26 Class A common shares held in treasury at December 31, 2015 and 2014 | (249) | (249) |
Total stockholders’ equity | 0 | 13,617 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock (no par) | 2,664 | 2,668 |
Total stockholders’ equity | $ 2,664 | $ 2,668 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Related party receivable | $ 0 | $ 27,944 |
Deferred loan and senior notes costs, accumulated amortization | 7,227 | 8,644 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Related party payable | 0 | 7,447 |
Related party accrued interest | 5,132 | 0 |
Related party long-term debt | 54,810 | 0 |
Capital leases related party | 1,824 | 1,857 |
Related party derivative stock appreciation rights liability | $ 32,820 | $ 0 |
Class A Common Stock | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 35,593 | 37,998 |
Common stock, shares outstanding | 35,567 | 37,972 |
Treasury stock, shares | 26 | 26 |
Class B Common Stock | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common stock, shares authorized | 10,000 | 10,000 |
Common stock, shares issued | 3,154 | 3,159 |
Common stock, shares outstanding | 3,154 | 3,159 |
CONSOLIDATED INCOME STATEMENTS
CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Non-related party | $ 973,251 | $ 850,656 | $ 782,971 |
Related party | 5,283 | 59,542 | 28,677 |
Total revenues | 978,534 | 910,198 | 811,648 |
Cost of goods sold (exclusive of depreciation and amortization shown separately below): | |||
Non-related party | 321,457 | 291,770 | 275,701 |
Related party | 881 | 10,934 | 4,761 |
Total cost of goods sold | 322,338 | 302,704 | 280,462 |
Selling, General and Administrative Expense [Abstract] | |||
Non-related party | 337,839 | 289,674 | 268,026 |
Related party | 540 | 3,973 | 3,039 |
Total selling, general and administrative expenses | 338,379 | 293,647 | 271,065 |
Depreciation and amortization expense | 181,767 | 170,285 | 147,259 |
Software impairment charge | 29,839 | 0 | 0 |
Operating income | 106,211 | 143,562 | 112,862 |
Other income (expense): | |||
Interest expense (including amortization of deferred loan fees) | (78,786) | (72,496) | (69,725) |
Interest Expense, Related Party | (6,602) | 0 | 0 |
Loss on extinguishment of debt | (27,700) | 0 | (103) |
Impairment of equity method investment | (12,593) | 0 | 0 |
Unrealized loss on derivative instrument with related party | (11,160) | 0 | 0 |
Other | 2,917 | (1,793) | (350) |
Other expense, net | (133,924) | (74,289) | (70,178) |
Income (loss) before income taxes | (27,713) | 69,273 | 42,684 |
Income tax (expense) benefit | 1,847 | (10,029) | (10,957) |
Net income (loss) | (25,866) | 59,244 | 31,727 |
Net income attributable to non-controlling interests | 159 | 51,687 | 22,321 |
Net income (loss) attributable to General Communication, Inc. | (26,025) | 7,557 | 9,406 |
Class A Common Stock | |||
Other income (expense): | |||
Net income (loss) attributable to General Communication, Inc. | $ (23,858) | $ 6,980 | $ 8,678 |
Earnings Per Share [Abstract] | |||
Basic net income (loss) attributable to General Communication, Inc. common stockholders per common share (USD per share) | $ (0.69) | $ 0.18 | $ 0.23 |
Diluted net income (loss) attributable to General Communication, Inc. common stockholders per common share (USD per share) | $ (0.69) | $ 0.18 | $ 0.23 |
Class B Common Stock | |||
Other income (expense): | |||
Net income (loss) attributable to General Communication, Inc. | $ (2,167) | $ 577 | $ 728 |
Earnings Per Share [Abstract] | |||
Basic net income (loss) attributable to General Communication, Inc. common stockholders per common share (USD per share) | $ (0.69) | $ 0.18 | $ 0.23 |
Diluted net income (loss) attributable to General Communication, Inc. common stockholders per common share (USD per share) | $ (0.69) | $ 0.18 | $ 0.23 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A and B Shares Held in Treasury | Paid-in Capital | Retained Earnings | Non-controlling Interests | Class B Common Stock | Class A Common Stock |
Beginning balances, total stockholders' equity at Dec. 31, 2012 | $ 189,436 | $ (1,617) | $ 25,832 | $ 107,584 | $ 32,258 | $ 2,676 | $ 22,703 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 31,727 | 9,406 | 22,321 | ||||
Common stock repurchases and retirements | (17,208) | 130 | (17,338) | ||||
Shares issued under stock option plan | 622 | 622 | |||||
Issuance of restricted stock awards | (5,477) | 5,477 | |||||
Share-based compensation expense | 6,525 | 6,525 | |||||
Issuance of treasury shares related to deferred compensation payment | 621 | 621 | |||||
Investment by non-controlling interest | 267,642 | 267,642 | |||||
Distribution to non-controlling interest | (22,011) | (22,011) | |||||
Other | 0 | (3) | 3 | ||||
Ending balances, total stockholders' equity at Dec. 31, 2013 | 457,354 | (866) | 26,880 | 116,990 | 300,210 | 2,673 | 11,467 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 59,244 | 7,557 | 51,687 | ||||
Common stock repurchases and retirements | (6,850) | (6,850) | |||||
Shares issued under stock option plan | 466 | 466 | |||||
Issuance of restricted stock awards | (8,529) | 8,529 | |||||
Share-based compensation expense | 8,324 | 8,324 | |||||
Issuance of treasury shares related to deferred compensation payment | 715 | 617 | 98 | ||||
Distribution to non-controlling interest | (50,000) | (50,000) | |||||
Adjustment to investment by non-controlling interest | (2,131) | (2,131) | |||||
Other | 100 | 100 | (5) | 5 | |||
Ending balances, total stockholders' equity at Dec. 31, 2014 | 467,222 | (249) | 26,773 | 124,547 | 299,866 | 2,668 | 13,617 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (25,866) | (26,025) | 159 | ||||
Common stock repurchases and retirements | (53,774) | (19,305) | (34,469) | ||||
Shares issued under stock option plan | 474 | 474 | |||||
Issuance of restricted stock awards | (20,374) | 20,374 | |||||
Share-based compensation expense | 10,744 | 10,744 | |||||
Investment by non-controlling interest | 3,209 | 3,209 | |||||
Distribution to non-controlling interest | (765) | (765) | |||||
Non-controlling interest acquisitions | (281,803) | (10,282) | (271,521) | ||||
Other | (180) | (230) | 50 | (4) | 4 | ||
Ending balances, total stockholders' equity at Dec. 31, 2015 | $ 119,261 | $ (249) | $ 6,631 | $ 79,217 | $ 30,998 | $ 2,664 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (25,866) | $ 59,244 | $ 31,727 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 181,767 | 170,285 | 147,259 |
Loss on extinguishment of debt | 27,700 | 0 | 103 |
Software impairment charge | 29,839 | 0 | 0 |
Impairment of equity method investment | 12,593 | 0 | 0 |
Unrealized loss on derivative instrument with related party | 11,160 | 0 | 0 |
Share-based compensation expense | 10,902 | 8,392 | 6,638 |
Deferred income tax expense (benefit) | (1,847) | 10,029 | 10,957 |
Other noncash income and expense items | 16,142 | 9,933 | 5,128 |
Change in operating assets and liabilities | (8,435) | 320 | (42,178) |
Net cash provided by operating activities | 253,955 | 258,203 | 159,634 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (176,235) | (176,109) | (180,554) |
Grant proceeds | 14,007 | 1,136 | 2,405 |
Purchases of other assets and intangible assets | (13,955) | (11,018) | (6,027) |
Purchase of businesses, net of cash received | (12,736) | (2,514) | (107,600) |
Proceeds from the sale of investment | 7,551 | 6,180 | 0 |
Note receivable issued to an equity method investee | (3,000) | 0 | 0 |
Restricted cash | 65 | 5,871 | 23,997 |
Purchase of investments | 0 | (25,735) | 0 |
Other | (4,760) | 49 | 1,428 |
Net cash used for investing activities | (189,063) | (202,140) | (266,351) |
Cash flows from financing activities: | |||
Repayment of debt and capital lease obligations | (494,982) | (118,585) | (98,152) |
Issuance of 2025 Notes | 445,973 | 0 | 0 |
Borrowing on Senior Credit Facility | 295,000 | 89,000 | 261,000 |
Purchase of non-controlling interests | (282,505) | 0 | 0 |
Issuance of Searchlight note payable and derivative stock appreciation rights with related party | 75,000 | 0 | 0 |
Purchase of treasury stock to be retired | (53,774) | (6,850) | (17,208) |
Payment of bond call premium | (20,244) | 0 | 0 |
Payment of debt issuance costs | (13,979) | (84) | (2,990) |
Distribution to non-controlling interest | (4,932) | (50,000) | (17,845) |
Proceeds from stock option exercises | 474 | 466 | 622 |
Borrowing of other long-term debt | 203 | 421 | 1,770 |
Net cash provided by (used for) financing activities | (53,766) | (85,632) | 127,197 |
Net increase (decrease) in cash and cash equivalents | 11,126 | (29,569) | 20,480 |
Cash and cash equivalents at beginning of period | 15,402 | 44,971 | 24,491 |
Cash and cash equivalents at end of period | $ 26,528 | $ 15,402 | $ 44,971 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Summary of Significant Accounting Principles | Business and Summary of Significant Accounting Principles In the following discussion, General Communication, Inc. (“GCI”) and its direct and indirect subsidiaries are referred to as “we,” “us” and “our.” (a) Business GCI, an Alaska corporation, was incorporated in 1979 . We provide a full range of wireless, data, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska. (b) Basis of Presentation and Principles of Consolidation Our consolidated financial statements include the consolidated accounts of GCI and its wholly owned subsidiaries, The Alaska Wireless Network, LLC ("AWN") of which we owned a two-third interest through February 2, 2015 when we purchased the remaining one-third interest, and four variable interest entities (“VIEs”) for which we are the primary beneficiary after providing certain loans and guarantees. These VIEs are Terra GCI Investment Fund, LLC (“TIF”), Terra GCI 2 Investment Fund, LLC (“TIF 2”), Terra GCI 2-USB Investment Fund, LLC (“TIF 2-USB”) and Terra GCI 3 Investment Fund, LLC (“TIF 3”). We also include in our consolidated financial statements non-controlling interests in consolidated subsidiaries for which our ownership is less than 100 percent. All significant intercompany transactions between non-regulated affiliates of our company are eliminated. Intercompany transactions generated between regulated and non-regulated affiliates of our company are not eliminated in consolidation. (c) Non-controlling Interests Non-controlling interests represent the equity ownership interests in consolidated subsidiaries not owned by us. Non-controlling interests are adjusted for contributions, distributions, and income and loss attributable to the non-controlling interest partners of the consolidated entities. Income and loss is allocated to the non-controlling interests based on the respective governing documents. (d) Acquisitions Wireless Acquisition On February 2, 2015, we purchased Alaska Communications Systems Group, Inc.'s (“ACS”) interest in AWN ("AWN NCI Acquisition") and substantially all the assets of ACS and its affiliates related to ACS’s wireless operations (“Acquired ACS Assets”) (collectively the "Wireless Acquisition"). Under the terms of the agreement, we paid ACS $293.2 million , excluding working capital adjustments and agreed to terminate certain agreements related to the use of ACS network assets that were included as part of the original transaction that closed in July 2013. The Acquired ACS Assets include substantially all of ACS’s wireless subscriber assets, including subscriber contracts, and certain of ACS’s CDMA network assets, including fiber strands and associated cell site electronics and microwave facilities and associated electronics. We assumed from ACS post-closing liabilities of ACS and its affiliates under contracts assumed by us and liabilities with respect to the ownership by ACS of its equity interest in AWN to the extent accruing and related to the period after closing. All other liabilities were retained by ACS and its affiliates. We have accounted for the AWN NCI Acquisition as the acquisition of a non-controlling interest in accordance with Accounting Standards Codification ("ASC") 810, Consolidation, and the Acquired ACS Assets as the acquisition of assets that do not constitute a business in accordance with ASC 805-50, Business Combinations - Related Issues. Total consideration transferred to ACS in the transaction consisted of the cash payment, settlement of working capital, and the fair market value of certain rights to receive future capacity terminated as part of the Wireless Acquisition agreement. The future capacity receivable assets transferred as consideration were adjusted to fair value as of the acquisition date resulting in a gain of $1.2 million recorded in Other Income (Expense) in our Consolidated Statement of Operations for the year ended December 31, 2015 . We allocated the total consideration transferred to ACS between the AWN NCI Acquisition and the Acquired ACS Assets based on the relative fair values of the assets and non-controlling interest received. The following table summarizes the allocation of total consideration transferred to ACS between the AWN NCI Acquisition and the Acquired ACS Assets excluding working capital adjustments (amounts in thousands): Total consideration transfered to ACS $ 304,838 Allocation of consideration between wireless assets and non-controlling interest acquired: AWN non-controlling interest $ 303,831 Property and equipment 746 Other intangible assets 261 Total consideration $ 304,838 We have accounted for the AWN NCI Acquisition as an equity transaction, with the carrying amount of the non-controlling interest adjusted to reflect the change in ownership of AWN. The difference between the fair value of consideration paid and the total of the additional deferred taxes incurred as a result of the transaction and the carrying amount of the non-controlling interest and has been recognized as additional paid-in capital in our Consolidated Statement of Stockholders' Equity. The impact of the AWN NCI Acquisition is summarized in the following table (amounts in thousands): Reduction of non-controlling interest $ 268,364 Increase in deferred tax assets 24,028 Additional paid-in capital 11,439 Fair value of consideration paid for acquisition of equity interest $ 303,831 Pursuant to the accounting guidance in ASC 805-50, we determined that the Acquired ACS Assets did not meet the criteria necessary to constitute a business combination and was therefore accounted for as an asset purchase. We recognized the assets acquired in our Consolidated Balance Sheet at their allocated cost on the day of acquisition. In conjunction with the Wireless Acquisition, we amended certain agreements related to the right to use ACS network assets. We adjusted the related right to use asset to fair value as of the acquisition date resulting in a loss of $3.8 million recorded in Other Income (Expense) in our Consolidated Statement of Operations for the year ended December 31, 2015 . Other Acquisitions During the year ended December 31, 2015 , we completed three additional business acquisitions for total cash consideration of $12.7 million , net of cash received. We accounted for the transactions using the acquisition method of accounting under ASC 805, Business Combinations. Accordingly, the assets received, liabilities assumed and any non-controlling interests were recorded at their estimated fair value as of the acquisition date. We determined the estimated fair values using a combination of the discounted cash flows method and estimates made by management. AWN Acquisition On July 22, 2013, we closed the transactions under the Asset Purchase and Contribution Agreement (“Wireless Agreement”) and other related agreements entered into on June 4, 2012 by and among ACS, GCI, ACS Wireless, Inc., a wholly owned subsidiary of ACS, GCI Wireless Holdings, LLC, a wholly owned subsidiary of GCI, and AWN, pursuant to which the parties agreed to contribute the respective wireless network assets of GCI, ACS and their affiliates to AWN. Through the February 2, 2015 close of the Wireless Acquisition, AWN provided wholesale services to GCI and ACS. GCI and ACS used the AWN network in order to continue to sell services to their respective retail customers. Under the terms of the Wireless Agreement, we contributed our wireless network assets and certain rights to use capacity to AWN. Additionally, ACS contributed its wireless network assets and certain rights to use capacity to AWN. As consideration for the contributed business assets and liabilities, ACS received $100.0 million in cash from GCI, a one-third ownership interest in AWN and entitlements to receive preferential cash distributions totaling $190.0 million over the first four years of AWN’s operations ("Preference Period") contingent on the future cash flows of AWN. We received a two-third ownership interest in AWN, as well as entitlements to receive all remaining cash distributions after ACS’s preferential cash distributions during the Preference Period. The distributions to each member were subject to adjustment based on the number of ACS and GCI wireless subscribers, with the aggregate adjustment capped at $21.8 million for each member over the Preference Period. We accounted for the acquisition of AWN using the acquisition method of accounting for business combinations with GCI treated as the acquiring entity. Accordingly, the assets and liabilities contributed by ACS were recorded at estimated fair values as of July 23, 2013, using the acquisition method of accounting in accordance with ASC 805, Business Combinations. We used a combination of the discounted cash flows and market method to value the wireless licenses. We used the cost approach to value the acquired fixed assets and rights to use capacity assets. We used a discounted cash flow method to determine the fair value of the non-controlling interest. The assets and liabilities contributed to AWN by GCI were measured at their carrying amount immediately prior to the contribution as GCI is maintaining control over the assets and liabilities. The following table summarizes the final purchase price and the estimated fair value of ACS’s assets acquired and liabilities assumed, effective July 23, 2013 (amounts in thousands): Purchase price: Final Purchase Price Allocation Cash consideration paid 100,000 Fair value of the one-third ownership interest of AWN 265,511 Total purchase price 365,511 Assets acquired and liabilities assumed: Current assets 16,963 Property and equipment, including construction in progress 82,611 Goodwill 148,948 Wireless licenses 60,380 Rights to use capacity 45,338 Other assets 17,282 Liabilities assumed (6,011 ) Total fair value of assets acquired and liabilities assumed 365,511 Goodwill in the amount of $148.9 million was recorded as a result of the acquisition and assigned to our Wireless segment. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is primarily the result of synergies expected from the combination. Other assets is primarily comprised of future capacity receivable. The acquisition resulted in additional revenues of $50.6 million for the year ended December 31, 2013. It is impracticable for us to determine the amount of earnings of the acquired business included in our Consolidated Statement of Operations for the year ended December 31, 2013, due to the significant transfer of personnel, fixed assets and other expenses into and between newly created and historical cost centers that has occurred subsequent to the acquisition. Unaudited pro forma financial information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on January 1, 2013, nor is it necessarily indicative of the future revenue of the combined company. The following unaudited pro forma financial information is presented as if the acquisition occurred on January 1, 2013 (amounts in thousands): (unaudited) Year Ended 2013 Pro forma consolidated revenue $ 897,270 Supplemental pro forma earnings have not been provided as it would be impracticable due to the nature of GCI's and ACS's respective wireless operations prior to the business combination. GCI and ACS were unable to disaggregate the components of expenses related to their wireless operations contributed to AWN and thus the amounts would require estimates so significant that the resulting information would not be meaningful. Transaction costs of $1.8 million were recorded in selling, general and administrative expense for the year ended December 31, 2013. Denali Media Holdings Acquisition Effective November 1, 2013, Denali Media Holdings, Corp., a wholly owned subsidiary of GCI, through its wholly owned subsidiaries, Denali Media Anchorage, Corp. and Denali Media Southeast, Corp., agreed to purchase three Alaska broadcast stations: CBS affiliate KTVA-TV of Anchorage and NBC affiliates KATH-TV in Juneau and KSCT-TV of Sitka, for a total of $7.6 million (“Media Agreements”). We accounted for the acquisitions using the acquisition method of accounting for business combinations with GCI treated as the acquiring entity. (e) Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This new standard provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016, however, we do not plan to early adopt this standard. We are currently evaluating the impact of the provisions of this new standard and we expect to have our assessment of the impact on our financial position and results of operations to be completed by December 31, 2016. In April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputed Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements which clarifies that the guidance in ASU 2015-03 does not apply to line-of-credit arrangements. According to ASU 2015-15, line-of-credit arrangements will continue to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issue costs ratably over the term of the arrangement. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis. We expect to adopt this guidance when effective, and do not expect this guidance to have a material effect on our financial position or results of operation, although it will change the financial statement classification of our debt issuance costs. In April 2015, the FASB issued ASU 2015-05, Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The ASU provides guidance in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for as an acquisition of a software license. If the arrangement does not contain a software license, it should be accounted for as a service contract. This ASU is effective for reporting periods beginning after December 15, 2015 and may be adopted either retrospectively or prospectively. The adoption of this guidance is not expected to have a material effect on our financial position or results of operations. In June 2015, the FASB issued ASU No. 2015-10, Technical Corrections and Updates. The amendments in this update cover a wide range of topics in the codification and are generally categorized as follows: Amendments Related to Differences between Original Guidance and the Codification; Guidance Clarification and Reference Corrections; Simplification; and, Minor Improvements. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material effect on our financial position or results of operations. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. We are currently evaluating the impact of the provisions of this new standard on our financial position and results of operations. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material effect on our financial position or results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted only for certain portions of the ASU related to financial liabilities. We are currently evaluating the impact of the provisions of this new standard on our financial position and results of operations. (f) Recently Adopted Accounting Pronouncements In May 2015, the FASB issued ASU 2015-08, Business Combinations (Topic 805): Pushdown Accounting - Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. The ASU amends various SEC paragraphs included in the FASB’s ASC to reflect the issuance of Staff Accounting Bulletin ("SAB") No. 115. SAB 115 rescinds portions of the interpretive guidance included in the SEC’s SAB series and brings existing guidance into conformity with ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting, which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. We have adopted the amendments in ASU 2015-08 as the amendments in the update are effective upon issuance. The adoption of this standard did not have a significant effect on our financial position or results of operation. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The ASU eliminates the current requirement for organizations to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. We elected to adopt ASU 2015-17 retrospectively for the year ended December 31, 2015 , and have reclassified the December 31, 2014 Deferred Income Taxes balance of $56.1 million included in Total Current Assets to non-current Deferred Income Taxes included in Total Liabilities. (g) Regulatory Accounting We account for the regulated operations of our incumbent local exchange carriers in accordance with the accounting principles for regulated enterprises. This accounting recognizes the economic effects of rate regulation by recording cost and a return on investment as such amounts are recovered through rates authorized by regulatory authorities. Accordingly, plant and equipment is depreciated over lives approved by regulators and certain costs and obligations are deferred based upon approvals received from regulators to permit recovery of such amounts in future years. Our cost studies and depreciation rates for our regulated operations are subject to periodic audits that could result in a change to recorded revenues. (h) Earnings per Common Share We compute net income (loss) attributable to GCI per share of Class A and Class B common stock using the “two class” method. Therefore, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the dilutive net income (loss) per share of Class A common stock assumes the conversion of Class B common stock to Class A common stock, while the dilutive net income (loss) per share of Class B common stock does not assume the conversion of those shares. The computation of the dilutive net income (loss) per share of Class A common stock also assumes the conversion of our derivative financial instrument that may be settled in cash or shares (as described in Note 8 of this Form 10-K), shares associated with unexercised stock options and deferred compensation that may be settled in cash or shares if the effect of conversion is dilutive. Additionally, in applying the “two-class” method, undistributed earnings are allocated to both common shares and participating securities. Our restricted stock grants are entitled to dividends and meet the criteria of a participating security. We allocate undistributed earnings in periods of net income based on the contractual participation rights of Class A common shares, Class B common shares, and participating securities as if the earnings for the period had been distributed. We do not allocate undistributed earnings to participating securities in periods in which we have a net loss. In accordance with our Articles of Incorporation, if and when dividends are declared on our common stock in accordance with Alaska corporate law, equivalent dividends shall be paid with respect to the shares of Class A and Class B common stock, including participating securities. Both classes of common stock have identical dividend rights and would therefore share equally in our net assets in the event of liquidation. As such, we have allocated undistributed earnings on a proportionate basis. Earnings per common share (“EPS”) and common shares used to calculate basic and diluted EPS consist of the following (amounts in thousands, except per share amounts): Year Ended December 31, 2015 Class A Class B Basic net loss per share: Numerator: Net loss available to common stockholders $ (23,858 ) (2,167 ) Less: Undistributed income allocable to participating securities — — Undistributed loss allocable to common stockholders (23,858 ) (2,167 ) Denominator: Weighted average common shares outstanding 34,764 3,157 Basic net loss attributable to GCI common stockholders per common share $ (0.69 ) (0.69 ) Diluted net loss per share: Numerator: Undistributed loss allocable to common stockholders for basic computation $ (23,858 ) (2,167 ) Reallocation of undistributed loss as a result of conversion of Class B to Class A shares (2,167 ) — Net loss adjusted for allocation of undistributed earnings and effect of contracts that may be settled in cash or shares $ (26,025 ) (2,167 ) Denominator: Number of shares used in basic computation 34,764 3,157 Conversion of Class B to Class A common shares outstanding 3,157 — Number of shares used in per share computation 37,921 3,157 Diluted net loss attributable to GCI common stockholders per common share $ (0.69 ) (0.69 ) Years Ended December 31, 2014 2013 Class A Class B Class A Class B Basic net income per share: Numerator: Net income available to common stockholders $ 6,980 577 8,678 728 Less: Undistributed income allocable to participating securities (385 ) — (354 ) — Undistributed income allocable to common stockholders $ 6,595 577 8,324 728 Denominator: Weighted average common shares outstanding 36,112 3,162 36,194 3,166 Basic net income attributable to GCI common stockholders per common share $ 0.18 0.18 0.23 0.23 Diluted net income per share: Numerator: Undistributed income allocable to common stockholders for basic computation $ 6,595 577 8,324 728 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 577 — 728 — Reallocation of undistributed earnings as a result of conversion of dilutive securities 1 (2 ) 1 (3 ) Net income adjusted for allocation of undistributed earnings and effect of contracts that may be settled in cash or shares $ 7,173 575 9,053 725 Denominator: Number of shares used in basic computation 36,112 3,162 36,194 3,166 Conversion of Class B to Class A common shares outstanding 3,162 — 3,166 — Unexercised stock options 112 — 142 — Number of shares used in per share computation 39,386 3,162 39,502 3,166 Diluted net income attributable to GCI common stockholders per common share $ 0.18 0.18 0.23 0.23 Weighted average shares associated with outstanding securities for the years ended December 31, 2015 , 2014 and 2013 which have been excluded from the computations of diluted EPS, because the effect of including these securities would have been anti-dilutive, consist of the following (shares, in thousands): Years Ended December 31, 2015 2014 2013 Derivative instrument that may be settled in cash or shares 724 — — Shares associated with unexercised stock options 108 29 86 Share-based compensation that may be settled in cash or shares 26 26 90 Total excluded 858 55 176 (i) Common Stock Following are the changes in issued common stock for the years ended December 31, 2015 , 2014 and 2013 (shares, in thousands): Class A Class B Balances at January 1, 2013 38,534 3,169 Class B shares converted to Class A 4 (4 ) Shares issued upon stock option exercises 87 — Share awards issued 680 — Shares repurchased and retired (1,822 ) — Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired (147 ) — Other (37 ) — Balances at December 31, 2013 37,299 3,165 Class B shares converted to Class A 6 (6 ) Shares issued upon stock option exercises 51 — Share awards issued 1,267 — Shares repurchased and retired (429 ) — Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired (196 ) — Balances at December 31, 2014 37,998 3,159 Class B shares converted to Class A 5 (5 ) Shares issued upon stock option exercises 219 — Share awards issued 688 — Shares repurchased and retired (2,983 ) — Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired (334 ) — Balances at December 31, 2015 35,593 3,154 GCI’s Board of Directors has authorized a common stock buyback program for the repurchase of GCI’s Class A and Class B common stock in order to reduce the outstanding shares of Class A and Class B common stock. Under the common stock buyback plan approved by GCI’s Board of Directors in 2010 we are authorized to repurchase up to $200.0 million worth of GCI common stock, to increase our repurchase limit $5.0 million per quarter indefinitely and to use stock option exercise proceeds to repurchase additional shares. If stock repurchases are less than the total approved quarterly amount the difference may be carried forward and used to repurchase additional shares in future quarters. During the years ended December 31, 2015 , 2014 and 2013 we repurchased shares of our Class A common stock under the stock buyback program at a cost of $47.4 million , $4.2 million and $15.6 million , respectively. Under this program we are currently authorized to make up to $95.3 million of repurchases as of December 31, 2015 . The cost of the repurchased common stock reduced Common Stock and Retained Earnings in our Consolidated Balance Sheets and was constructively retired as of December 31, 2015 , 2014 and 2013 . We expect to continue the repurchases for an indefinite period dependent on leverage, liquidity, company performance, and market conditions and subject to continued oversight by GCI’s Board of Directors. (j) Redeemable Preferred Stock We have 1,000,000 shares of preferred stock authorized with no shares issued and outstanding at years ended December 31, 2015 , 2014 and 2013 . (k) Treasury Stock We account for treasury stock purchased for general corporate purposes under the cost method and include treasury stock as a component of Stockholders’ Equity. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to Class A or Class B Common Stock. (l) Cash Equivalents Cash equivalents consist of certificates of deposit which have an original maturity of three months or less at the date acquired and are readily convertible into cash. (m) Accounts Receivable and Allowance for Doubtful Receivables Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful receivables is our best estimate of the amount of probable credit losses in our existing accounts receivable. We base our estimates on the aging of our accounts receivable balances, financial health of specific customers, regional economic data, changes in our collections process, regulatory requirements and our customers’ compliance with Universal Service Administrative Company rules. We review our allowance for doubtful receivables methodology at least annually. Depending upon the type of account receivable our allowance is calculated using a pooled basis with an allowance for all accounts greater than 120 days past due or a specific identification method. When a specific identification method is used, potentially uncollectible accounts due to bankruptcy or other issues are reviewed individually for collectability. Account balances are charged off against the allowance when we feel it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers. Wireless Equipment Installment Plan ("EIP") Receivables We offer new and existing wireless customers the option to participate in Upgrade Now, a program that provides eligible customers with the ability to purchase certain wireless devices in installments over a period of up to 24 months. Participating customers have the right to trade-in the original equipment for a new device after making the equivalent of 12 monthly installment payments, provided their handset is in good working condition. Upon upgrade, the outstanding balance of the EIP is exchanged for the used handset. At the time of sale, we impute interest on the receivables associated with Upgrade Now. We record the imputed interest as a reduction to the related accounts receivable. Interest income, which is included in Other Income and (Expense) in our Consolidated Statements of Operations, is recognized over the financed installment term. We assess the collectability of our EIP receivables based upon a variety of factors, including payment trends and other qualitative factors. The credit profiles of our customers with a Upgrade Now plan are similar to those of our customers with a traditional subsidized plan. Customers with a credit profile which carries a higher risk are required t |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows and Supplemental Disclosures | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Consolidated Statements of Cash Flows Supplemental Disclosures | Consolidated Statements of Cash Flows Supplemental Disclosures Changes in operating assets and liabilities consist of (amounts in thousands): Year ended December 31, 2015 2014 2013 (Increase) decrease in accounts receivable, net $ (4,230 ) 15,357 (68,360 ) (Increase) decrease in prepaid expenses (632 ) (4,454 ) 672 (Increase) decrease in inventories 5,710 (6,631 ) 1,751 Decrease in other current assets 24 88 1,448 Increase in other assets (11,491 ) (878 ) (1,459 ) Increase (decrease) in accounts payable (5,579 ) (4,648 ) 15,334 Increase in deferred revenues 1,743 1,728 2,368 Increase (decrease) in accrued payroll and payroll related obligations (1,469 ) 2,997 10,263 Increase (decrease) in accrued liabilities 8,192 (242 ) (883 ) Increase (decrease) in accrued interest 7,001 (434 ) 302 Decrease in subscriber deposits (448 ) (114 ) (40 ) Decrease in long-term deferred revenue (8,561 ) (4,163 ) (3,554 ) Increase (decrease) in components of other long-term liabilities 1,305 1,714 (20 ) Total change in operating assets and liabilities $ (8,435 ) 320 (42,178 ) The following items are for the years ended December 31, 2015 , 2014 and 2013 (amounts in thousands): Net cash paid or received: 2015 2014 2013 Interest paid, net of amounts capitalized $ 76,796 74,618 71,749 The following items are non-cash investing and financing activities for the years ended December 31, 2015 , 2014 and 2013 (amounts in thousands): 2015 2014 2013 Non-cash additions for purchases of property and equipment $ 26,799 42,958 17,230 Non-cash consideration for Wireless Acquisition $ 23,326 — — Asset retirement obligation additions to property and equipment $ 2,048 4,268 5,292 Net capital lease obligation $ — 9,386 — Distribution to non-controlling interest $ — 4,167 4,167 Deferred compensation distribution denominated in shares $ — 617 621 Net assets acquired with equity in AWN (see Note 1(d)) $ — — 267,642 |
Receivables and Allowance for D
Receivables and Allowance for Doubtful Receivables | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Receivables and Allowance for Doubtful Receivables | Receivables and Allowance for Doubtful Receivables Receivables consist of the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Trade $ 205,645 209,811 Employee 1,271 801 Other 1,468 1,829 Total receivables $ 208,384 212,441 As described in Note 1(w) of this Form 10-K we receive support from each of the various USF programs: high cost, low income, rural health care, and schools and libraries. This support was 19% , 19% , and 18% of our revenue for the years ended December 31, 2015 , 2014 and 2013 , respectively. We had USF net receivables of $98.1 million and $109.6 million at December 31, 2015 and 2014 , respectively. Changes in the allowance for doubtful receivables during the years ended December 31, 2015 , 2014 and 2013 are summarized below (amounts in thousands): Additions Deductions Description Balance at beginning of year Charged to costs and expenses Charged to other accounts Write-offs net of recoveries Balance at end of year December 31, 2015 $ 4,542 6,359 — 7,271 3,630 December 31, 2014 $ 2,346 3,994 — 1,798 4,542 December 31, 2013 $ 3,215 2,370 (446 ) 2,793 2,346 |
Net Property and Equipment
Net Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Net Property and Equipment in Service | Net Property and Equipment Net property and equipment consists of the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Land and buildings $ 108,145 100,038 Telephony transmission equipment and distribution facilities 1,215,796 1,189,470 Cable transmission equipment and distribution facilities 218,259 193,832 Studio equipment 15,171 14,396 Support equipment and systems 251,302 270,629 Transportation equipment 17,398 15,667 Customer premise equipment 155,971 153,039 Fiber optic cable systems 309,217 305,200 Construction in progress 93,271 99,240 2,384,530 2,341,511 Less accumulated depreciation 1,231,457 1,178,982 Less accumulated amortization 58,692 50,047 Net property and equipment $ 1,094,381 1,112,482 Property and equipment under capital leases $ 112,495 112,495 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of October 31, 2015 , cable certificates, wireless licenses, broadcast licenses and goodwill were tested for impairment and the fair values were greater than the carrying amounts, therefore these intangible assets were determined not to be impaired at December 31, 2015 . The remaining useful lives of our cable certificates, wireless licenses, broadcast licenses and goodwill were evaluated as of October 31, 2015 , and events and circumstances continue to support an indefinite useful life. There are no indicators of impairment of our intangible assets subject to amortization as of December 31, 2015 . Other Intangible Assets subject to amortization include the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Software license fees $ 63,760 52,683 Rights to use 44,937 48,283 Customer relationships 1,530 3,226 Right-of-way 784 783 111,011 104,975 Less accumulated amortization 41,721 38,960 Net other intangible assets $ 69,290 66,015 Changes in Goodwill and Other Intangible Assets are as follows (amounts in thousands): Goodwill Other Intangible Assets Balance at December 31, 2013 $ 219,041 71,435 AWN purchase price adjustment - Wireless Segment 8,866 (7,298 ) Goodwill addition from acquisitions - Wireline Segment 1,653 — Asset additions — 11,593 Amortization expense — (9,715 ) Balance at December 31, 2014 229,560 66,015 Goodwill addition from acquisitions - Wireline Segment 9,703 — Asset additions — 15,023 Software impairment — (1,306 ) Amortization expense — (10,442 ) Balance at December 31, 2015 $ 239,263 69,290 Amortization expense for amortizable intangible assets for the years ended December 31, 2015 , 2014 and 2013 follow (amounts in thousands): Years Ended December 31, 2015 2014 2013 Amortization expense $ 10,442 9,715 7,044 Amortized intangible assets are definite-life assets, and as such, we record amortization expense based on a method that most appropriately reflects our expected cash flows from these assets. Intangible assets that have finite useful lives are amortized over their useful lives using the straight-line method with a weighted-average life of 14.4 years. Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in thousands): Years Ending December 31, 2016 $ 9,841 2017 $ 7,508 2018 $ 5,573 2019 $ 4,241 2020 $ 3,232 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | =5.5 3.00% >=5.0 but <5.5 2.75% >=4.5 but <5.0 2.50% >=4.0 but <4.5 2.25% <4.0 2.00% The Term B loan requires principal payments of 0.25% of the original principal amount on the last day of each calendar quarter with the full amount maturing on February 2, 2022 or December 3, 2020 if our Senior Notes due 2021 are not refinanced prior to such date. The full principal amount of our delayed draw term loans and revolving credit facility included in the Senior Credit Facility will mature on April 30, 2018. Borrowings under the Senior Credit Facility are subject to certain financial covenants and restrictions on indebtedness. Our Senior Credit Facility Total Leverage Ratio (as defined) may not exceed 5.95 to one; the Senior Leverage Ratio (as defined) may not exceed 3.00 to one; and our Interest Coverage Ratio (as defined) must not be less than 2.50 to one at any time. The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI Holdings and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings. In connection with the Senior Credit Facility and First Amendment, we paid loan fees and other expenses of $0.3 million that were expensed immediately in our Consolidated Statement of Operations for the year ended December 31, 2015 and $6.2 million that were deferred and are being amortized over the life of the Senior Credit Facility. We have outstanding $272.9 million under the Term B loan, $240.0 million under the delayed draw term loan, $0.0 million under the revolving portion of the Senior Credit Facility and $22.5 million in letters of credit under the Senior Credit Facility at December 31, 2015 , which leaves $127.5 million available for borrowing as of December 31, 2015 . (b) On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105% . We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”). At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption. At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing April 15 of the year indicated: Redemption Price 2020 103.438 % 2021 102.292 % 2022 101.146 % 2023 and thereafter 100.000 % The 2025 Notes mature on April 15, 2025 . Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2025 Notes. Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness. The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable. We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015 . Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount. We were in compliance with all 2025 Notes loan covenants at December 31, 2015. (c) We pay interest of 6.75% on notes that are due in 2021 ("2021 Notes"). The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 2025 Notes, and senior in right of payment to all future subordinated indebtedness. The 2021 Notes are not redeemable prior to June 1, 2016 . At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing June 1 of the year indicated: Redemption Price 2016 103.375 % 2017 102.250 % 2018 101.125 % 2019 and thereafter 100.000 % The 2021 Notes mature on June 1, 2021 . Semi-annual interest payments are payable on June 1 and December 1. The 2021 Notes were issued pursuant to an Indenture, dated as of May 20, 2011, between us and Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2021 Notes. Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or any part (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portion thereof would not be at least $2,000 ) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The terms of the Indenture include customary affirmative and negative covenants and customary events of default. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 25% in aggregate principal amount of the 2021 Notes may, among other options, declare the 2021 Notes immediately due and payable. We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2021 Notes. We were in compliance with all 2021 Notes loan covenants at December 31, 2015. (d) On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information. In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00 . We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights. We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. (e) GCI Holdings, entered into a $10.0 million loan agreement with Wells Fargo Bank on June 30, 2014 to finance the purchase of a building. The note matures on July 15, 2029 and is due in monthly installments of principal and interest. The interest rate is variable at one month LIBOR plus 2.25% . The note is subject to similar affirmative and negative covenants as our Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the purchased building. In connection with the note issuance, we paid loan fees of $0.1 million that were deferred and are being amortized over the life of the note. (f) UUI, our wholly owned subsidiary, has entered into various loans with the RUS. We repaid substantially all amounts owed to the RUS in 2014 and the remainder of amounts owed in 2015. Maturities of long-term debt as of December 31, 2015 are as follows (amounts in thousands): Years ending December 31, 2016 $ 3,342 2017 3,358 2018 243,374 2019 3,391 2020 3,407 2021 and thereafter 1,115,241 Total debt 1,372,113 Less unamortized discount on Searchlight Note 20,190 Less unamortized discount paid on 2025 Notes 3,817 Less current portion of long-term debt 3,342 Long-term debt, net $ 1,344,764" id="sjs-B4">Long-Term Debt Long-term debt consists of the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Senior Credit Facility (a) $ 512,937 279,000 2025 Notes (b) 450,000 — 2021 Notes (c) 325,000 325,000 Searchlight Note (d) 75,000 — Wells Fargo note payable (e) 9,176 9,767 2019 Notes (b) — 425,000 Rural Utilities Service ("RUS") debt (f) — 29 Debt 1,372,113 1,038,796 Less unamortized discount on Searchlight Note 20,190 — Less unamortized discount paid on the 2025 Notes 3,817 — Less unamortized discount paid on the 2019 Notes — 2,118 Less current portion of long-term debt 3,342 622 Long-term debt, net $ 1,344,764 1,036,056 (a) On February 2, 2015, GCI Holdings, Inc. ("GCI Holdings"), our wholly owned subsidiary, entered into a Fourth Amended and Restated Credit and Guarantee Agreement with MUFG Union Bank, N.A., Suntrust Bank, Bank of America, N.A., as documentation agent, and Credit Agricole Corporate and Investment Bank, as administrative agent ("Senior Credit Facility"). The Senior Credit Facility provides a $275.0 million Term B loan, up to $240.0 million in delayed draw term loans and a $150.0 million revolving credit facility. The Senior Credit Facility was subsequently amended on August 3, 2015 ("First Amendment"). Under the Senior Credit Facility and First Amendment, the interest rate for the Term B loan is London Interbank Offered Rate ("LIBOR") plus 3.25% , with a 0.75% LIBOR floor. The interest rate on our delayed draw term loans and revolving credit facility is LIBOR plus the following Applicable Margin set forth opposite each applicable Total Leverage Ratio below. Total Leverage Ratio (as defined) Applicable Margin >=5.5 3.00% >=5.0 but <5.5 2.75% >=4.5 but <5.0 2.50% >=4.0 but <4.5 2.25% <4.0 2.00% The Term B loan requires principal payments of 0.25% of the original principal amount on the last day of each calendar quarter with the full amount maturing on February 2, 2022 or December 3, 2020 if our Senior Notes due 2021 are not refinanced prior to such date. The full principal amount of our delayed draw term loans and revolving credit facility included in the Senior Credit Facility will mature on April 30, 2018. Borrowings under the Senior Credit Facility are subject to certain financial covenants and restrictions on indebtedness. Our Senior Credit Facility Total Leverage Ratio (as defined) may not exceed 5.95 to one; the Senior Leverage Ratio (as defined) may not exceed 3.00 to one; and our Interest Coverage Ratio (as defined) must not be less than 2.50 to one at any time. The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI Holdings and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings. In connection with the Senior Credit Facility and First Amendment, we paid loan fees and other expenses of $0.3 million that were expensed immediately in our Consolidated Statement of Operations for the year ended December 31, 2015 and $6.2 million that were deferred and are being amortized over the life of the Senior Credit Facility. We have outstanding $272.9 million under the Term B loan, $240.0 million under the delayed draw term loan, $0.0 million under the revolving portion of the Senior Credit Facility and $22.5 million in letters of credit under the Senior Credit Facility at December 31, 2015 , which leaves $127.5 million available for borrowing as of December 31, 2015 . (b) On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105% . We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”). At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption. At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing April 15 of the year indicated: Redemption Price 2020 103.438 % 2021 102.292 % 2022 101.146 % 2023 and thereafter 100.000 % The 2025 Notes mature on April 15, 2025 . Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2025 Notes. Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness. The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable. We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015 . Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount. We were in compliance with all 2025 Notes loan covenants at December 31, 2015. (c) We pay interest of 6.75% on notes that are due in 2021 ("2021 Notes"). The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 2025 Notes, and senior in right of payment to all future subordinated indebtedness. The 2021 Notes are not redeemable prior to June 1, 2016 . At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing June 1 of the year indicated: Redemption Price 2016 103.375 % 2017 102.250 % 2018 101.125 % 2019 and thereafter 100.000 % The 2021 Notes mature on June 1, 2021 . Semi-annual interest payments are payable on June 1 and December 1. The 2021 Notes were issued pursuant to an Indenture, dated as of May 20, 2011, between us and Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2021 Notes. Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or any part (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portion thereof would not be at least $2,000 ) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The terms of the Indenture include customary affirmative and negative covenants and customary events of default. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 25% in aggregate principal amount of the 2021 Notes may, among other options, declare the 2021 Notes immediately due and payable. We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2021 Notes. We were in compliance with all 2021 Notes loan covenants at December 31, 2015. (d) On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information. In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00 . We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights. We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. (e) GCI Holdings, entered into a $10.0 million loan agreement with Wells Fargo Bank on June 30, 2014 to finance the purchase of a building. The note matures on July 15, 2029 and is due in monthly installments of principal and interest. The interest rate is variable at one month LIBOR plus 2.25% . The note is subject to similar affirmative and negative covenants as our Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the purchased building. In connection with the note issuance, we paid loan fees of $0.1 million that were deferred and are being amortized over the life of the note. (f) UUI, our wholly owned subsidiary, has entered into various loans with the RUS. We repaid substantially all amounts owed to the RUS in 2014 and the remainder of amounts owed in 2015. Maturities of long-term debt as of December 31, 2015 are as follows (amounts in thousands): Years ending December 31, 2016 $ 3,342 2017 3,358 2018 243,374 2019 3,391 2020 3,407 2021 and thereafter 1,115,241 Total debt 1,372,113 Less unamortized discount on Searchlight Note 20,190 Less unamortized discount paid on 2025 Notes 3,817 Less current portion of long-term debt 3,342 Long-term debt, net $ 1,344,764 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Total income tax (expense) benefit of $1.8 million , $(10.0) million and $(11.0) million for the years ended December 31, 2015 , 2014 and 2013 , respectively, was allocated to income (loss) in each year. Income tax (expense) benefit consists of the following (amounts in thousands): Years Ended December 31, 2015 2014 2013 Deferred tax (expense) benefit: Federal taxes $ 1,360 (9,081 ) (9,267 ) State taxes 487 (948 ) (1,690 ) $ 1,847 (10,029 ) (10,957 ) Total income tax (expense) benefit differed from the “expected” income tax (expense) benefit determined by applying the statutory federal income tax rate of 35% as follows (amounts in thousands): Years Ended December 31, 2015 2014 2013 “Expected” statutory tax (expense) benefit $ 9,699 (24,246 ) (14,939 ) Nondeductible unrealized loss on derivative instrument with related party (4,566 ) — — Nondeductible officer compensation (1,906 ) (1,351 ) (824 ) Nondeductible entertainment expenses (1,059 ) (1,125 ) (1,045 ) Nondeductible lobbying expenses (442 ) (425 ) (369 ) State income taxes, net of federal (expense) benefit 487 (948 ) (1,690 ) Impact of non-controlling interest attributable to non-tax paying entity 220 18,255 7,977 Other, net (586 ) (189 ) (67 ) $ 1,847 (10,029 ) (10,957 ) The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015 and 2014 are summarized below (amounts in thousands): 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 139,238 131,938 Deferred revenue for financial reporting purposes 41,151 36,077 Asset retirement obligations in excess of amounts recognized for tax purposes 14,338 6,660 Compensated absences accrued for financial reporting purposes 3,339 3,117 Share-based compensation expense for financial reporting purposes in excess of amounts recognized for tax purposes 2,773 1,458 Accounts receivable, principally due to allowance for doubtful receivables 1,912 2,585 Workers compensation and self-insurance health reserves, principally due to accrual for financial reporting purposes 1,795 2,043 Alternative minimum tax credits 1,735 1,735 Deferred compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes 1,603 1,374 Other 13,144 5,866 Total deferred tax assets $ 221,028 192,853 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation $ 246,172 231,109 Intangible assets 79,255 48,768 Flow-through entity deferred tax items — 44,728 Other 1,746 — Total deferred tax liabilities 327,173 324,605 Net deferred tax liabilities $ 106,145 131,752 At December 31, 2015 , we have tax net operating loss carryforwards of $340.5 million that will begin expiring in 2020 if not utilized, and alternative minimum tax credit carryforwards of $1.7 million available to offset regular income taxes payable in future years. Our utilization of remaining acquired net operating loss carryforwards is subject to annual limitations pursuant to Internal Revenue Code section 382 which could reduce or defer the utilization of these losses. Our tax net operating loss carryforwards are summarized below by year of expiration (amounts in thousands): Years ending December 31, Federal State 2020 $ 34,958 34,301 2021 29,614 28,987 2022 14,081 13,788 2023 3,968 3,903 2024 722 — 2025 737 — 2026 150 — 2027 1,010 — 2028 39,879 39,715 2029 48,370 47,558 2031 110,933 109,376 2033 5,031 4,927 2034 39,133 37,866 2035 11,885 11,290 Total tax net operating loss carryforwards $ 340,471 331,711 Tax benefits associated with recorded deferred tax assets are considered to be more likely than not realizable through taxable income earned in carryback years, future reversals of existing taxable temporary differences, and future taxable income exclusive of reversing temporary differences and carryforwards. The amount of deferred tax assets considered realizable, however, could be reduced if estimates of future taxable income during the carryforward period are reduced. We file federal income tax returns in the U.S. and in various state jurisdictions. We are not subject to U.S. or state tax examinations by tax authorities for years 2011 and earlier except that certain U.S. federal income tax returns for years after 1998 are not closed by relevant statutes of limitations due to unused net operating losses reported on those income tax returns. We recognize accrued interest on unrecognized tax benefits in interest expense and penalties in selling, general and administrative expenses. We did not have any unrecognized tax benefits as of December 31, 2015 , 2014 and 2013 , and accordingly, we did not recognize any interest expense. Additionally, we recorded no penalties during the years ended December 31, 2015 , 2014 and 2013 . We did not record any excess tax benefit generated from stock options exercised during the years ended December 31, 2015 , 2014 and 2013 , since we are in a net operating loss carryforward position and the income tax deduction will not yet reduce income taxes payable. The cumulative excess tax benefits generated for stock options exercised that have not been recognized is $3.4 million at December 31, 2015 . |
Fair Value Measurements and Der
Fair Value Measurements and Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Fair Value Measurements and Derivative Instrument Recurring Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 are as follows (amounts in thousands): December 31, 2015 Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Deferred compensation plan assets (mutual funds) $ 1,728 — — 1,728 Liabilities: Derivative stock appreciation rights $ — — 32,820 32,820 December 31, 2014 Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Deferred compensation plan assets (mutual funds) $ 2,068 — — 2,068 (1) Quoted prices in active markets for identical assets or liabilities (2) Observable inputs other than quoted prices in active markets for identical assets and liabilities (3) Inputs that are generally unobservable and not corroborated by market data The fair value of our mutual funds is determined using quoted market prices in active markets utilizing market observable inputs. The fair value of our derivative stock appreciation rights was determined using a lattice-based valuation model (see the section "Derivative Financial Instrument" below for more information). Current and Long-Term Debt The carrying amounts and approximate fair values of our current and long-term debt, excluding capital leases at December 31, 2015 and 2014 are as follows (amounts in thousands): December 31, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Current and long-term debt $ 1,348,106 1,390,743 1,036,678 1,055,952 The following methods and assumptions were used to estimate fair values: • The fair values of the 6.75% Senior Notes due 2021 and the 6.875% Senior Notes due 2025 both issued by GCI, Inc. are based upon quoted market prices for the same or similar issues (Level 2). • The fair value of our Searchlight Note is based on the current rates offered to us for similar remaining maturities plus an additional premium to reflect its subordination to our 2021 and 2025 Notes (Level 3). • The fair value of our Senior Credit Facility and Wells Fargo note payable are estimated to approximate their carrying value because the instruments are subject to variable interest rates (Level 2). Derivative Financial Instrument In connection with the $75.0 million unsecured promissory note issued to Searchlight on February 2, 2015, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights. Each stock appreciation right entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00 . The instrument is exercisable on the fourth anniversary of the grant date and will expire 8 years from the date of grant. We have determined that the stock appreciation rights are required to be separately accounted for as a derivative instrument and are subject to fair value liability accounting under ASC 815-10. We use a lattice-based valuation model to value the stock appreciation rights liability at each reporting date. The model incorporates transaction details such as our stock price, instrument term and settlement provisions, as well as highly complex and subjective assumptions about volatility, risk-free interest rates, issuer behavior and holder behavior. The lattice model uses highly subjective assumptions and the use of other reasonable assumptions could provide different results. The following table shows our significant assumptions and inputs used in the lattice-based valuation model to value the stock appreciation right liability at December 31, 2015 : December 31, 2015 Expected term (in years) 4 - 8 Volatility 40 % Risk-free interest rate 2.1 % We revalue our derivative liability at each reporting period and recognize gains or losses in our Consolidated Statements of Operations attributable to the change in the fair value of the instrument. The stock appreciation rights liability is included within Other Liabilities in our Consolidated Balance Sheets and is classified as Level 3 within the fair value hierarchy. The following table summarizes the changes in fair value of all financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2015 : Fair Value Measurement Using Level 3 Inputs Derivative Stock Appreciation Rights Balance at January 1, 2015 $ — Issuance 21,660 Fair value adjustment at end of period, included in Other Income (Expense) 11,160 Balance at December 31, 2015 $ 32,820 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity | Stockholders’ Equity Common Stock GCI’s Class A and Class B common stock are identical in all respects, except that each share of Class A common stock has one vote per share and each share of Class B common stock has ten votes per share. Each share of Class B common stock outstanding is convertible, at the option of the holder, into one share of Class A common stock. See Note 1(i) of this Form 10-K for details of our share repurchase program. Shared-Based Compensation Our Amended and Restated 1986 Stock Option Plan ("Stock Option Plan"), provides for the grant of options and restricted stock awards (collectively "award") for a maximum of 15.7 million shares of GCI Class A common stock, subject to adjustment upon the occurrence of stock dividends, stock splits, mergers, consolidations or certain other changes in corporate structure or capitalization. If an award expires or terminates, the shares subject to the award will be available for further grants of awards under the Stock Option Plan. The Compensation Committee of GCI’s Board of Directors administers the Stock Option Plan. Substantially all restricted stock awards granted vest over periods of up to three years. Substantially all options vest in equal installments over a period of five years and expire ten years from the date of grant. The requisite service period of our awards is generally the same as the vesting period. Options granted pursuant to the Stock Option Plan are only exercisable if at the time of exercise the option holder is our employee, non-employee director, or a consultant or advisor working on our behalf. New shares are issued when stock option agreements are exercised or restricted stock awards are granted. We have not issued any new options since 2010 when we transitioned to issuing restricted stock awards. We have 2.1 million shares available for grant under the Stock Option Plan at December 31, 2015 . The fair value of restricted stock awards is determined based on the number of shares granted and the quoted price of our common stock. We estimate pre-vesting option forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We record share-based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical pre-vesting forfeiture data. We review our forfeiture estimates annually and adjust our share-based compensation expense in the period our estimate changes. A summary of option activity under the Stock Option Plan as of December 31, 2015 and changes during the year then ended is presented below: Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 308 $ 6.86 Exercised (286 ) $ 6.56 Expired (3 ) $ 7.51 Outstanding at December 31, 2015 19 $ 11.35 1.0 year $ 160 Exercisable at December 31, 2015 19 $ 11.35 1.0 year $ 160 The total intrinsic values, determined as of the date of exercise, of options exercised in the years ended December 31, 2015 , 2014 and 2013 , were $3.8 million , $0.1 million and $0.2 million , respectively. A summary of nonvested restricted stock award activity under the Stock Option Plan for the year ended December 31, 2015 , follows (share amounts in thousands): Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2015 1,744 $ 9.11 Granted 688 $ 15.06 Vested (930 ) $ 18.29 Forfeited (7 ) $ 12.65 Nonvested at December 31, 2015 1,495 $ 11.08 The weighted average grant date fair value of awards granted during the years ended December 31, 2015 , 2014 , and 2013 were $15.06 , $10.04 and $8.30 , respectively. The total fair value of awards vesting during the years ended December 31, 2015 , 2014 , and 2013 were $17.0 million , $8.5 million and $5.5 million , respectively. We have recorded share-based compensation expense of $10.9 million , $8.4 million , and $6.6 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Share-based compensation expense is classified as Selling, General and Administrative Expense in our Consolidated Statements of Operations. Unrecognized share-based compensation expense is $9.6 million as of December 31, 2015 . We expect to recognize share-based compensation expense over a weighted average period of 1.8 years for restricted stock awards. GCI 401(k) Plan In 1986, we adopted an Employee Stock Purchase Plan (“GCI 401(k) Plan”) qualified under Section 401 of the Internal Revenue Code of 1986. The GCI 401(k) Plan provides for acquisition of GCI’s Class A common stock at market value as well as various mutual funds. We may match a percentage of the employees' contributions up to certain limits, decided by GCI’s Board of Directors each year. Our matching contributions allocated to participant accounts totaled $9.8 million , $9.1 million and $8.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. We used cash to fund all of our employer-matching contributions during the years ended December 31, 2015 , 2014 and 2013 . |
Industry Segments Data
Industry Segments Data | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Industry Segments Data | Industry Segments Data We have two reportable segments, Wireless and Wireline. Our reportable segments are business units that offer different products and are each managed separately. A description of our reportable segments follows: Wireless - We offer wholesale wireless services. Wireline - We provide a full range of wireless, data, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska. We evaluate performance and allocate resources based on Adjusted EBITDA, which is defined as earnings plus imputed interest on financed devices before: • Net interest expense, • Income taxes, • Depreciation and amortization expense, • Loss on extinguishment of debt, • Software impairment charge, • Derivative instrument unrealized income (loss), • Share-based compensation expense, • Accretion expense, • Loss attributable to non-controlling interest resulting from NMTC transactions, • Gains and impairment losses on equity and cost method investments, and • Other non-cash adjustments. Management believes that this measure is useful to investors and other users of our financial information in understanding and evaluating operating performance as an analytical indicator of income generated to service debt and fund capital expenditures. In addition, multiples of current or projected Adjusted EBITDA are used to estimate current or prospective enterprise value. The accounting policies of the reportable segments are the same as those described in Note 1 of this Form 10-K. We have no intersegment sales. We earn all revenues through sales of services and products within the United States. All of our long-lived assets are located within the United States of America, except approximately 82% of our undersea fiber optic cable systems which transit international waters and all of our satellite transponders. Wireless plan fee and usage revenues from external customers are allocated between our Wireless and Wireline segments. The Wireless segment recorded subsidies to the Wireline segment related to wireless equipment sales based upon equipment sales and agreed-upon subsidy rates through the AWN transaction close on July 23, 2013. Subsequent to the transaction close and through March 31, 2014, although permitted, the Wireline segment was unable to meet the requirements in order to request a wireless equipment subsidy from the Wireless segment in accordance with the AWN agreements. These subsidies, which eliminate in consolidation, increase the Wireline segment Adjusted EBITDA and reduce the Wireless segment Adjusted EBITDA. The wireless equipment subsidy recorded by the Wireless segment was $7.7 million , $17.3 million , and $12.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Selling, general and administrative expenses are charged to the Wireless segment based upon a shared services agreement. The remaining selling, general and administrative expenses are charged to the Wireline segment. Summarized financial information for our reportable segments for the years ended December 31, 2015 , 2014 and 2013 follows (amounts in thousands): Wireless Wireline Total Reportable Segments 2015 Revenues Wholesale $ 267,676 — 267,676 Consumer — 351,196 351,196 Business Services — 209,975 209,975 Managed Broadband — 149,687 149,687 Total 267,676 710,858 978,534 Cost of Goods Sold 70,899 251,439 322,338 Contribution 196,777 459,419 656,196 Less SG&A (18,137 ) (320,242 ) (338,379 ) Plus share-based compensation expense — 10,902 10,902 Plus accretion expense 559 562 1,121 Other — 511 511 Adjusted EBITDA $ 179,199 151,152 330,351 Capital expenditures $ 47,892 128,343 176,235 Goodwill $ 164,312 74,951 239,263 Total assets $ 594,250 1,388,058 1,982,308 Wireless Wireline Total Reportable Segments 2014 Revenues Wholesale $ 269,977 — 269,977 Consumer — 288,014 288,014 Business Services — 225,963 225,963 Managed Broadband — 126,244 126,244 Total 269,977 640,221 910,198 Cost of Good Sold 90,920 211,784 302,704 Contribution 179,057 428,437 607,494 Less SG&A (21,631 ) (272,016 ) (293,647 ) Plus share-based compensation expense — 8,392 8,392 Plus accretion expense 733 516 1,249 Other expense — (372 ) (372 ) Adjusted EBITDA $ 158,159 164,957 323,116 Capital expenditures $ 30,243 145,866 176,109 Goodwill $ 164,312 65,248 229,560 Total assets $ 625,417 1,376,961 2,002,378 2013 Revenues Wholesale $ 197,218 — 197,218 Consumer — 274,805 274,805 Business Services — 222,814 222,814 Managed Broadband — 116,811 116,811 Total 197,218 614,430 811,648 Cost of Good Sold 68,086 212,376 280,462 Contribution 129,132 402,054 531,186 Less SG&A (20,030 ) (251,035 ) (271,065 ) Plus share-based compensation expense — 6,638 6,638 Plus accretion expense 507 (430 ) 77 Other expense — 447 447 Adjusted EBITDA $ 109,609 157,674 267,283 Capital expenditures $ 28,156 152,398 180,554 Goodwill $ 155,445 63,596 219,041 Total assets $ 624,740 1,347,314 1,972,054 A reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) before income taxes follows (amounts in thousands): Years Ended December 31, 2015 2014 2013 Reportable segment Adjusted EBITDA $ 330,351 323,116 267,283 Less depreciation and amortization expense (181,767 ) (170,285 ) (147,259 ) Less software impairment charge (29,839 ) — — Less share-based compensation expense (10,902 ) (8,392 ) (6,638 ) Less accretion expense (1,121 ) (1,249 ) (77 ) Other (511 ) 372 (447 ) Consolidated operating income 106,211 143,562 112,862 Less other expense, net (133,924 ) (74,289 ) (70,178 ) Consolidated income (loss) before income taxes $ (27,713 ) 69,273 42,684 We earn revenues included in both the Wireless and Wireline segment from a major customer. We earned revenues from our major customer, net of discounts, of $130.8 million or 13% and $108.3 million or 12% of total consolidated revenues for the year ended December 31, 2015 , and 2014 , respectively. We had no major customers for the years ended December 31, 2013 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We entered into a long-term capital lease agreement in 1991 with the wife of GCI’s President and CEO for property occupied by us. The leased asset was capitalized in 1991 at the owner’s cost of $0.9 million and the related obligation was recorded. The lease agreement was amended in April 2008 and our existing capital lease asset and liability increased by $1.3 million to record the extension of this capital lease. The amended lease terminates on September 30, 2026. In January 2001 we entered into an aircraft operating lease agreement with a company owned by GCI’s President and CEO. The lease was amended several times, most recently in May 2011. The lease term of the aircraft may be terminated at any time by us upon 12 months’ written notice. The monthly lease rate of the aircraft is $132,000 . In 2001, we paid a deposit of $1.5 million in connection with the lease. The deposit will be repaid to us no later than six months after the agreement terminates. ACS was a related party for financial statement reporting purposes from the date of the Wireless Agreement, July 22, 2013, through the date of the Wireless Acquisition on February 2, 2015. Included in our related party disclosures were ACS' provision to us of local service lines and network capacity in locations where we do not have our own facilities, our provision to ACS of wholesale wireless services for their use of our network to sell services to their respective retail customers, and our receipt of ACS' high cost support from USF for its wireless customers. For the period January 1, 2015 to February 2, 2015, we paid ACS $6.2 million and received $8.1 million in payments from ACS. For the year ended December 31, 2014 and the period from the Wireless Agreement date, July 23, 2013, to December 31, 2013 , payments to ACS were $62.9 million and $25.1 million , respectively. For the year ended December 31, 2014 and the period from the Wireless Agreement date, July 23, 2013, to December 31, 2013 , we received $50.9 million and $23.9 million , respectively, in payments from ACS. We also have long-term capacity exchange agreements with ACS for which no money is exchanged. As disclosed in Note 6(d) and Note 8 of this Form 10-K, we have an unsecured promissory note and stock appreciation rights with Searchlight. Searchlight received one seat on our Board of Directors pursuant to a Securityholder Agreement dated as of December 4, 2014. As a result, Searchlight became a related party on February 2, 2015 when we closed the Wireless Acquisition. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | Variable Interest Entities New Markets Tax Credit Entities We have entered into several arrangements under the NMTC program with US Bancorp to help fund a project that extended terrestrial broadband service for the first time to rural Northwestern Alaska communities via a high capacity hybrid fiber optic and microwave network (“TERRA-NW”). The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. On August 30, 2011, we entered into the first arrangement (“NMTC #1”). In connection with the NMTC #1 transaction we loaned $58.3 million to TIF, a special purpose entity created to effect the financing arrangement, at 1% interest due August 30, 2041. Simultaneously, US Bancorp invested $22.4 million in TIF. TIF then contributed US Bancorp’s contribution and the loan proceeds to certain CDEs. The CDEs, in turn, loaned the $76.8 million in funds less payment of placement fees, at interest rates varying from 1% to 3.96% , to Unicom, as partial financing for TERRA-NW. On October 3, 2012, we entered into the second arrangement (“NMTC #2”). In connection with the NMTC #2 transaction we loaned $37.7 million to TIF 2 and TIF 2-USB, special purpose entities created to effect the financing arrangement, at 1% interest due October 2, 2042. Simultaneously, US Bancorp invested $17.5 million in TIF 2 and TIF 2-USB. TIF 2 and TIF 2-USB then contributed US Bancorp’s contributions and the loan proceeds to certain CDEs. The CDEs, in turn, loaned the $55.2 million in funds less payment of placement fees, at interest rates varying from 0.7099% to 0.7693% , to Unicom, as partial financing for TERRA-NW. On December 11, 2012, we entered into the third arrangement (“NMTC #3”). In connection with the NMTC #3 transaction we loaned $8.2 million to TIF 3, a special purpose entity created to effect the financing arrangement, at 1% interest due December 10, 2042. Simultaneously, US Bancorp invested $3.8 million in TIF 3. TIF 3 then contributed US Bancorp’s contributions and the loan proceeds to a CDE. The CDE, in turn, loaned the $12.0 million in funds less payment of placement fees, at an interest rate of 1.35% , to Unicom, as partial financing for TERRA-NW. US Bancorp is the sole investor in TIF, TIF 2, TIF 2-USB and TIF 3, and as such, is entitled to substantially all of the benefits derived from the NMTCs. All of the loan proceeds to Unicom, net of syndication and arrangement fees, are restricted for use on TERRA-NW. Restricted cash of $1.1 million and $1.1 million was held by Unicom at December 31, 2015 and 2014 , respectively, and is included in our Consolidated Balance Sheets. We completed construction of TERRA-NW and placed the final phase into service in late 2014. These transactions include put/call provisions whereby we may be obligated or entitled to repurchase US Bancorp’s interests in TIF, TIF 2, TIF 2-USB and/or TIF 3. We believe that US Bancorp will exercise the put options in August 2018, October 2019 and December 2019, at the end of the compliance periods for NMTC #1, NMTC #2 and NMTC #3, respectively. The NMTCs are subject to 100% recapture for a period of seven years as provided in the Internal Revenue Code. We are required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangements. Non-compliance with applicable requirements could result in projected tax benefits not being realized by US Bancorp. We have agreed to indemnify US Bancorp for any loss or recapture of NMTCs until such time as our obligation to deliver tax benefits is relieved. There have been no credit recaptures as of December 31, 2015 . The value attributed to the put/calls is nominal. We have determined that TIF, TIF 2, TIF 2-USB and TIF 3 are VIEs. The consolidated financial statements of TIF, TIF 2, TIF 2-USB and TIF 3 include the CDEs discussed above. The ongoing activities of the VIEs – collecting and remitting interest and fees and NMTC compliance – were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the VIEs. Management considered the contractual arrangements that obligate us to deliver tax benefits and provide various other guarantees to US Bancorp; US Bancorp’s lack of a material interest in the underlying economics of the project; and the fact that we are obligated to absorb losses of the VIEs. We concluded that we are the primary beneficiary of each and consolidated the VIEs in accordance with the accounting standard for consolidation. US Bancorp’s contributions, net of syndication fees and other direct costs incurred in structuring the NMTC arrangements, are included in Non-controlling Interests on the Consolidated Balance Sheets. Incremental costs to maintain the structure during the compliance period are recognized as incurred to selling, general and administrative expense. The assets and liabilities of our consolidated VIEs were $140.9 million and $104.2 million , respectively, as of December 31, 2015 and 2014 . The assets of the VIEs serve as the sole source of repayment for the debt issued by these entities. US Bank does not have recourse to us or our other assets, with the exception of customary representations and indemnities we have provided. We are not required and do not currently intend to provide additional financial support to these VIEs. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and their assets are legally owned by them and not available to our creditors. Equity Method Investment We own a 40.8% interest in a next generation carrier-class communications services firm. We account for our investment using the equity method. Due to declining economic conditions in the sector that it operates, additional financing was needed for the company to maintain its business plan. In March 2015, the existing owners provided financial support in the form of a loan of which our portion is $3.0 million . We determined that the additional financing provided to the company was a reconsideration event under ASC 810 and have subsequently determined that the entity is a VIE due to insufficient equity to finance its operations as a result of the decline in economic conditions. We concluded that the company's board has the power to direct the significant activities of the entity. The board is comprised of five members of which we may choose two of the board members. As we do not control the board, we concluded that we do not have the power to direct the significant activities of the entity and are not the primary beneficiary. Our maximum exposure of loss related to the VIE is the combination of the investment and note receivable. We do not have a contractual obligation to provide additional financing. During the second quarter of 2015, it became apparent that we would not recover the carrying value of our investment. We determined that the fair value of the equity investment was $ 0 and subsequently wrote-off the entire value of our investment resulting in an impairment loss of $12.6 million for the year ended December 31, 2015 that is recorded in Other Income (Expense) in our Consolidated Statement of Operations. The fair value determination was based upon market information obtained during the second quarter of 2015, the estimated liquidation value of the entity's assets and the amount of senior secured debt at the valuation date. We have a note receivable with the entity of $3.0 million that is recorded in Other Current Assets in our Consolidated Balance Sheets as of December 31, 2015 for which we received full payment in January 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases as Lessee We lease business offices, have entered into site lease agreements and use satellite transponder and fiber capacity and certain equipment pursuant to operating lease arrangements. Many of our leases are for multiple years and contain renewal options. Rental costs under such arrangements amounted to $51.5 million , $43.8 million and $46.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Capital Leases as Lessee We entered into a long-term capital lease agreement in 1991 with the wife of GCI’s President and CEO for property occupied by us as further described in Note 11 of this Form 10-K. We have a capital lease agreement for transponder capacity on Intelsat, Ltd.’s (“Intelsat”) Galaxy 18 spacecraft. The Intelsat Galaxy 18 C-band and Ku-Band transponders are being leased over an expected term of 14 years. At lease inception the present value of the lease payments, excluding telemetry, tracking and command services and back-up protection, was $98.6 million . A summary of future minimum lease payments follows (amounts in thousands): Years ending December 31: Operating Capital 2016 $ 45,585 13,454 2017 35,642 13,433 2018 28,822 13,440 2019 23,611 13,450 2020 20,134 13,459 2021 and thereafter 50,933 19,752 Total minimum lease payments $ 204,727 86,988 Less amount representing interest 18,629 Less current maturity of obligations under capital leases 8,708 Long-term obligations under capital leases, excluding current maturity $ 59,651 The leases generally provide that we pay the taxes, insurance and maintenance expenses related to the leased assets. Several of our leases include renewal options, escalation clauses and immaterial amounts of contingent rent expense. We expect that in the normal course of business leases that expire will be renewed or replaced by leases on other properties. Guaranteed Service Levels Certain customers have guaranteed levels of service with varying terms. In the event we are unable to provide the minimum service levels we may incur penalties or issue credits to customers. Self-Insurance Through December 31, 2015 , we were self-insured for losses and liabilities related to health and welfare claims up to $600,000 per incident per year above which third party insurance applied. A reserve of $4.1 million and $4.0 million was recorded at December 31, 2015 and 2014 , respectively, to cover estimated reported losses, estimated unreported losses based on past experience modified for current trends, and estimated expenses for settling claims. We are self-insured for all losses and liabilities related to workers’ compensation claims in Alaska and have a workers compensation excess insurance policy to make claims for any losses in excess of $500,000 per incident. A reserve of $3.6 million and $3.8 million was recorded at December 31, 2015 and 2014 , respectively, to cover estimated reported losses and estimated expenses for open and active claims. Actual losses will vary from the recorded reserves. While we use what we believe are pertinent information and factors in determining the amount of reserves, future additions or reductions to the reserves may be necessary due to changes in the information and factors used. We are self-insured for damage or loss to certain of our transmission facilities, including our buried, undersea, and above-ground transmission lines. If we become subject to substantial uninsured liabilities due to damage or loss to such facilities, our financial position, results of operations or liquidity may be adversely affected. Litigation, Disputes, and Regulatory Matters We are involved in various lawsuits, billing disputes, legal proceedings, and regulatory matters that have arisen from time to time in the normal course of business. Management believes there are no proceedings from asserted and unasserted claims which if determined adversely would have a material adverse effect on our financial position, results of operations or liquidity. Universal Service As an ETC, we receive support from the USF for the provision of wireline local access and wireless service in Remote and Urban high cost areas as further described in Note 1(w) of this Form 10-K. Remote and Urban high cost support may change once a new funding mechanism is in place. A further rulemaking to consider successor funding mechanisms is underway and could result in a substantial reduction of USF support. For both Remote and Urban high cost support revenue, our ability to collect our accrued USF support is contingent upon continuation of the USF program and upon our eligibility to participate in that program, which are subject to change by future regulatory, legislative or judicial actions. We adjust revenue and the account receivable in the period the FCC makes a program change or we assess the likelihood that such a change has increased or decreased revenue. Our revenue for providing local and wireless services in these areas would be materially adversely affected by a substantial reduction of USF support. Tribal Mobility Fund I Grant In February 2014, the FCC announced our winning bids in the Tribal Mobility Fund I auction for a $41.4 million grant to partially fund expansion of our 3G wireless network, or better, to locations in Alaska where we would not otherwise be able to construct within our return-on-investment requirements. We received $13.8 million in 2015 and expect to receive $27.6 million in additional grant fund disbursements in the future depending on the timing of upgrades completed and test results submitted to and approved by the FCC. |
Software Impairment Software Im
Software Impairment Software Impairment | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Software Impairment During the years ended December 31, 2013 and 2014, we internally developed computer software in our Wireline segment to replace our wireless, Internet, video, local service, and long distance customer billing systems. During the first quarter of 2015, we completed a detailed assessment of our progress to date and determined it was no longer probable that the computer software being developed would be completed and placed in service. Our assessment concluded that the cost of continuing the development would be much higher than originally estimated, and the timing and scope risks were substantial. We identified development work, hardware, and software recorded as Construction in Progress through the first quarter of 2015, that may be applicable to our replacement customer billing solution, future internally developed software, and other system needs and therefore should remain capital assets. We considered the remaining capital expenditures for this billing system to have a fair value of $0 and recorded an impairment charge of $20.7 million during the year ended December 31, 2015 , by recording an expense which is included in Software Impairment Charge in our Consolidated Statement of Operations. During the year ended December 31, 2015 , we reassessed our plans for our internally developed machine-to-machine billing system in our Wireline segment, and decided to no longer market this system to third parties. Accordingly, we recognized an impairment of $7.1 million during the year ended December 31, 2015 , by recording an expense which is included in Software Impairment Charge in our Consolidated Statement of Operations. During the year ended December 31, 2015 , we evaluated user management software we purchased in 2014 in our Wireline segment and determined that we would not be able to use the software. Accordingly we recognized an impairment of $1.0 million during the year ended December 31, 2015 , by recording an expense which is included in Software Impairment Charge in our Consolidated Statement of Operations. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2015 and 2014 (amounts in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter 2015 Total revenues $ 231,089 247,528 258,573 241,344 Operating income $ 741 39,203 45,473 20,794 Net income (loss) $ (18,725 ) (15,757 ) 17,495 (8,879 ) Net income (loss) attributable to GCI $ (19,269 ) (15,627 ) 17,631 (8,760 ) Basic net income (loss) attributable to GCI per common share $ (0.49 ) (0.41 ) 0.45 (0.24 ) Diluted net income (loss) attributable to GCI per common share $ (0.49 ) (0.41 ) 0.44 (0.24 ) 2014 Total revenues $ 216,283 224,399 240,725 228,791 Operating income $ 30,265 38,414 49,336 25,547 Net income $ 10,761 16,840 25,847 5,796 Net income (loss) attributable to GCI $ 1,140 5,927 9,915 (9,425 ) Basic net income (loss) attributable to GCI per common share $ 0.03 0.14 0.24 (0.24 ) Diluted net income (loss) attributable to GCI per common share $ 0.03 0.14 0.24 (0.24 ) |
Business and Summary of Signi22
Business and Summary of Significant Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Our consolidated financial statements include the consolidated accounts of GCI and its wholly owned subsidiaries, The Alaska Wireless Network, LLC ("AWN") of which we owned a two-third interest through February 2, 2015 when we purchased the remaining one-third interest, and four variable interest entities (“VIEs”) for which we are the primary beneficiary after providing certain loans and guarantees. These VIEs are Terra GCI Investment Fund, LLC (“TIF”), Terra GCI 2 Investment Fund, LLC (“TIF 2”), Terra GCI 2-USB Investment Fund, LLC (“TIF 2-USB”) and Terra GCI 3 Investment Fund, LLC (“TIF 3”). We also include in our consolidated financial statements non-controlling interests in consolidated subsidiaries for which our ownership is less than 100 percent. All significant intercompany transactions between non-regulated affiliates of our company are eliminated. Intercompany transactions generated between regulated and non-regulated affiliates of our company are not eliminated in consolidation. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests represent the equity ownership interests in consolidated subsidiaries not owned by us. Non-controlling interests are adjusted for contributions, distributions, and income and loss attributable to the non-controlling interest partners of the consolidated entities. Income and loss is allocated to the non-controlling interests based on the respective governing documents. |
Acquisitions | We have accounted for the AWN NCI Acquisition as the acquisition of a non-controlling interest in accordance with Accounting Standards Codification ("ASC") 810, Consolidation, and the Acquired ACS Assets as the acquisition of assets that do not constitute a business in accordance with ASC 805-50, Business Combinations - Related Issues. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This new standard provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016, however, we do not plan to early adopt this standard. We are currently evaluating the impact of the provisions of this new standard and we expect to have our assessment of the impact on our financial position and results of operations to be completed by December 31, 2016. In April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputed Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements which clarifies that the guidance in ASU 2015-03 does not apply to line-of-credit arrangements. According to ASU 2015-15, line-of-credit arrangements will continue to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issue costs ratably over the term of the arrangement. For public business entities, this update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis. We expect to adopt this guidance when effective, and do not expect this guidance to have a material effect on our financial position or results of operation, although it will change the financial statement classification of our debt issuance costs. In April 2015, the FASB issued ASU 2015-05, Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The ASU provides guidance in evaluating whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for as an acquisition of a software license. If the arrangement does not contain a software license, it should be accounted for as a service contract. This ASU is effective for reporting periods beginning after December 15, 2015 and may be adopted either retrospectively or prospectively. The adoption of this guidance is not expected to have a material effect on our financial position or results of operations. In June 2015, the FASB issued ASU No. 2015-10, Technical Corrections and Updates. The amendments in this update cover a wide range of topics in the codification and are generally categorized as follows: Amendments Related to Differences between Original Guidance and the Codification; Guidance Clarification and Reference Corrections; Simplification; and, Minor Improvements. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material effect on our financial position or results of operations. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. We are currently evaluating the impact of the provisions of this new standard on our financial position and results of operations. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material effect on our financial position or results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted only for certain portions of the ASU related to financial liabilities. We are currently evaluating the impact of the provisions of this new standard on our financial position and results of operations. (f) Recently Adopted Accounting Pronouncements In May 2015, the FASB issued ASU 2015-08, Business Combinations (Topic 805): Pushdown Accounting - Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. The ASU amends various SEC paragraphs included in the FASB’s ASC to reflect the issuance of Staff Accounting Bulletin ("SAB") No. 115. SAB 115 rescinds portions of the interpretive guidance included in the SEC’s SAB series and brings existing guidance into conformity with ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting, which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. We have adopted the amendments in ASU 2015-08 as the amendments in the update are effective upon issuance. The adoption of this standard did not have a significant effect on our financial position or results of operation. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The ASU eliminates the current requirement for organizations to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. We elected to adopt ASU 2015-17 retrospectively for the year ended December 31, 2015 , and have reclassified the December 31, 2014 Deferred Income Taxes balance of $56.1 million included in Total Current Assets to non-current Deferred Income Taxes included in Total Liabilities. |
Regulatory Accounting | Regulatory Accounting We account for the regulated operations of our incumbent local exchange carriers in accordance with the accounting principles for regulated enterprises. This accounting recognizes the economic effects of rate regulation by recording cost and a return on investment as such amounts are recovered through rates authorized by regulatory authorities. Accordingly, plant and equipment is depreciated over lives approved by regulators and certain costs and obligations are deferred based upon approvals received from regulators to permit recovery of such amounts in future years. Our cost studies and depreciation rates for our regulated operations are subject to periodic audits that could result in a change to recorded revenues. |
Earnings per Common Share | Earnings per Common Share We compute net income (loss) attributable to GCI per share of Class A and Class B common stock using the “two class” method. Therefore, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the dilutive net income (loss) per share of Class A common stock assumes the conversion of Class B common stock to Class A common stock, while the dilutive net income (loss) per share of Class B common stock does not assume the conversion of those shares. The computation of the dilutive net income (loss) per share of Class A common stock also assumes the conversion of our derivative financial instrument that may be settled in cash or shares (as described in Note 8 of this Form 10-K), shares associated with unexercised stock options and deferred compensation that may be settled in cash or shares if the effect of conversion is dilutive. Additionally, in applying the “two-class” method, undistributed earnings are allocated to both common shares and participating securities. Our restricted stock grants are entitled to dividends and meet the criteria of a participating security. We allocate undistributed earnings in periods of net income based on the contractual participation rights of Class A common shares, Class B common shares, and participating securities as if the earnings for the period had been distributed. We do not allocate undistributed earnings to participating securities in periods in which we have a net loss. In accordance with our Articles of Incorporation, if and when dividends are declared on our common stock in accordance with Alaska corporate law, equivalent dividends shall be paid with respect to the shares of Class A and Class B common stock, including participating securities. Both classes of common stock have identical dividend rights and would therefore share equally in our net assets in the event of liquidation. As such, we have allocated undistributed earnings on a proportionate basis. |
Treasury Stock | Treasury Stock We account for treasury stock purchased for general corporate purposes under the cost method and include treasury stock as a component of Stockholders’ Equity. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to Class A or Class B Common Stock. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of certificates of deposit which have an original maturity of three months or less at the date acquired and are readily convertible into cash. |
Accounts Receivable and Allowance for Doubtful Receivables | Accounts Receivable and Allowance for Doubtful Receivables Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful receivables is our best estimate of the amount of probable credit losses in our existing accounts receivable. We base our estimates on the aging of our accounts receivable balances, financial health of specific customers, regional economic data, changes in our collections process, regulatory requirements and our customers’ compliance with Universal Service Administrative Company rules. We review our allowance for doubtful receivables methodology at least annually. Depending upon the type of account receivable our allowance is calculated using a pooled basis with an allowance for all accounts greater than 120 days past due or a specific identification method. When a specific identification method is used, potentially uncollectible accounts due to bankruptcy or other issues are reviewed individually for collectability. Account balances are charged off against the allowance when we feel it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers. Wireless Equipment Installment Plan ("EIP") Receivables We offer new and existing wireless customers the option to participate in Upgrade Now, a program that provides eligible customers with the ability to purchase certain wireless devices in installments over a period of up to 24 months. Participating customers have the right to trade-in the original equipment for a new device after making the equivalent of 12 monthly installment payments, provided their handset is in good working condition. Upon upgrade, the outstanding balance of the EIP is exchanged for the used handset. At the time of sale, we impute interest on the receivables associated with Upgrade Now. We record the imputed interest as a reduction to the related accounts receivable. Interest income, which is included in Other Income and (Expense) in our Consolidated Statements of Operations, is recognized over the financed installment term. We assess the collectability of our EIP receivables based upon a variety of factors, including payment trends and other qualitative factors. The credit profiles of our customers with a Upgrade Now plan are similar to those of our customers with a traditional subsidized plan. Customers with a credit profile which carries a higher risk are required to make a down payment for equipment financed through Upgrade Now. |
Inventories | Inventories Wireless handset inventories are stated at the lower of cost or market. Cost is determined using the average cost method. Handset costs in excess of the revenues generated from handset sales, or handset subsidies, are expensed at the time of sale. We do not recognize the expected handset subsidies prior to the time of sale because the promotional discount decision is made at the point of sale and/or because we expect to recover the handset subsidies through service revenue. Inventories of other merchandise for resale and parts are stated at the lower of cost or market. Cost is determined using the average cost method. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Construction costs of facilities are capitalized. Equipment financed under capital leases is recorded at the lower of fair market value or the present value of future minimum lease payments at inception of the lease. Construction in progress represents transmission equipment and support equipment and systems not placed in service on December 31, 2015 , that management intends to place in service during 2016. Depreciation is computed using the straight-line method based upon the shorter of the estimated useful lives of the assets or the lease term, if applicable, in the following ranges: Asset Category Asset Lives Telephony transmission equipment and distribution facilities 5-20 years Fiber optic cable systems 15-25 years Cable transmission equipment and distribution facilities 5-30 years Support equipment and systems 3-20 years Transportation equipment 5-13 years Property and equipment under capital leases 12-20 years Buildings 25 years Customer premise equipment 2-20 years Studio equipment 10-15 years Amortization of property and equipment under capital leases is included in Depreciation and Amortization Expense in our Consolidated Statements of Operations. Repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments are capitalized. Accumulated depreciation is removed and gains or losses are recognized at the time of sales or other dispositions of property and equipment. |
Depreciation | Depreciation is computed using the straight-line method based upon the shorter of the estimated useful lives of the assets or the lease term, if applicable |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Goodwill, cable certificates (certificates of convenience and public necessity), wireless licenses and broadcast licenses are not amortized. Cable certificates represent certain perpetual operating rights to provide cable services. Wireless licenses represent the right to utilize certain radio frequency spectrum to provide wireless communications services. Broadcast licenses represent the right to broadcast television stations in certain areas. Goodwill represents the excess of cost over fair value of net assets acquired in connection with a business acquisition. All other amortizable intangible assets are being amortized over 2 to 20 year periods using the straight-line method. |
Impairment of Intangibles, Goodwill, and Long-lived Assets | Impairment of Intangibles, Goodwill, and Long-lived Assets Cable certificates, wireless licenses and broadcast licenses are treated as indefinite-lived intangible assets and are tested annually for impairment or more frequently if events and circumstances indicate that the asset might be impaired. We are allowed to assess qualitative factors (“Step Zero”) in our annual test over our indefinite-lived intangible assets other than goodwill. The impairment test for identifiable indefinite-lived intangible assets other than goodwill consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the asset becomes its new accounting basis. Impairment testing of our cable certificate, wireless license and broadcast license assets as of October 31, 2015 and 2014 , used a direct discounted cash flow method. This approach requires us to make estimates and assumptions including projected cash flows and discount rates. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such impairment charge. Our goodwill is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the assets might be impaired. In our annual test of goodwill, we are allowed to use Step Zero to determine whether it is more likely than not that goodwill is impaired. We chose not to apply Step Zero and chose to test for goodwill impairment using the traditional quantitative two-step process. The first step of the quantitative goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. To determine our reporting units, we evaluate the components one level below the segment level and we aggregate the components if they have similar economic characteristics. As a result of this assessment, our reporting units are the same as our two reportable segments. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business combination. We use an income approach to determine the fair value of our reporting units for purposes of our goodwill impairment test. In addition, a market-based approach is used where possible to corroborate the fair values determined by the income approach. The income approach requires us to make estimates and assumptions including projected cash flows and discount rates. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such impairment charge. We completed our annual goodwill and intangibles review and no impairment charge was recorded for the years ended December 31, 2015 , 2014 and 2013 . Long-lived assets, such as property, plant, and equipment, and purchased or developed intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of an asset group to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. During the year ended December 31, 2015 , we recorded impairment charges related to our long-lived software assets (see Note 14 of this Form 10-K for detailed information). We recorded no impairment charges related to our long lived assets for the years ended December 31, 2014 and 2013 . |
Investment, Policy | Investments We hold investments in equity method and cost method investees. Investments in equity method investees are those for which we have the ability to exercise significant influence but do not control and are not the primary beneficiary. Significant influence typically exists if we have a 20% to 50% ownership interest in the venture unless persuasive evidence to the contrary exists. Under this method of accounting, we record our proportionate share of the net earnings or losses of equity method investees and a corresponding increase or decrease to the investment balances. Cash payments to equity method investees such as additional investments, loans and advances and expenses incurred on behalf of investees, as well as payments from equity method investees such as dividends, distributions and repayments of loans and advances are recorded as adjustments to investment balances. Investments in entities in which we have no control or significant influence are accounted for under the cost method. We review our investment portfolio each reporting period to determine whether there are identified events or circumstances that would indicate there is a decline in the fair value that would be considered other than temporary. |
Asset Retirement Obligations | Asset Retirement Obligations We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred in Other Liabilities on the Consolidated Balance Sheets. When the liability is initially recorded, we capitalize a cost by increasing the carrying amount of the related long-lived asset. In periods subsequent to initial measurement, changes in the liability for an asset retirement obligation resulting from revisions to either the timing or the amount of the original estimate of undiscounted cash flows are recognized. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, we either settle the obligation for its recorded amount or incur a gain or loss upon settlement. The majority of our asset retirement obligations are the estimated cost to remove telephony transmission equipment and support equipment from leased property. |
Derivatives | Derivative Financial Instrument We account for our derivative instrument in accordance with ASC 815-10, Derivatives and Hedging. ASC 815-10 establishes accounting and reporting standards requiring that derivative instruments, including derivative instruments embedded in other contracts, be recorded on the balance sheet as either an asset or liability measured at its fair value. ASC 815-10 also requires that changes in the fair value of derivative instruments be recognized currently in results of operations unless specific hedge accounting criteria are met. We have not entered into any hedging activities to date. We recognize all derivative instruments as either assets or liabilities in our Consolidated Balance Sheets at their respective fair values. Our derivative instrument (as described in Note 8 of this Form 10-K) includes stock appreciation rights, which have been recorded as a liability at fair value, and will be revalued at each reporting date, with changes in the fair value of the instrument included in our Consolidated Statements of Operations as Derivative Instrument Unrealized Loss. |
Revenue Recognition | Revenue Recognition All revenues are recognized when the earnings process is complete. Revenue recognition is as follows: • Revenues generated from long-distance service usage and plan fees, Internet service excess usage, and managed services are recognized when the services are provided, • We recognize unbilled revenues when the service is provided based upon minutes of use processed, and/or established rates, net of credits and adjustments, • Video service package fees, local access and Internet service plan fees, and data network revenues are billed in advance, recorded as Deferred Revenue on the balance sheet, and are recognized as the associated service is provided, • Certain of our wireless services offerings have been determined to be revenue arrangements with multiple deliverables. Revenues are recognized as each element is earned based on objective evidence regarding the relative fair value of each element and when there are no undelivered elements that are essential to the functionality of the delivered elements. Revenues generated from wireless service usage and plan fees are recognized when the services are provided. Revenues generated from the sale of wireless handsets and accessories are recognized when the amount is known and title to the handset and accessories passes to the customer. As the non-refundable, up-front activation fee charged to the customer does not meet the criteria as a separate unit of accounting, we allocate the additional arrangement consideration received from the activation fee to the handset (the delivered item) to the extent that the aggregate handset and activation fee proceeds do not exceed the fair value of the handset. Any activation fees not allocated to the handset would be deferred upon activation and recognized as service revenue on a straight-line basis over the expected customer relationship period, • We offer new and existing wireless customers the option to participate in Upgrade Now, a program that is described above in Note 1(m) of this Form 10-K. Upgrade Now is a multiple-element arrangement typically consisting of the trade-in right, handset, and one month of wireless service. At the inception of the arrangement, revenue is allocated between the separate units of accounting based upon each components' relative selling price on a standalone basis. This is subject to the requirement that revenue recognized is limited to the amounts already received from the customer that are not contingent on the delivery of additional products or services to the customer in the future. We recognize the full amount of the fair value of the trade-in right (not an allocated value) as a guarantee liability and the remaining allocable consideration is allocated to the handset and wireless service. We recognize revenue for the entire amount of the EIP receivable at the time of sale, net of the fair value of the trade-in right guarantee and imputed interest. See Note 1(ag) of this Form 10-K for additional information on guarantee liabilities and Note 1(m) of this Form 10-K for additional information on EIP receivables. • The majority of our non-wireless equipment sale transactions involve the sale of communications equipment with no other services involved. Such equipment is subject to standard manufacturer warranties and we do not manufacture any of the equipment we sell. In such instances, the customer takes title to the equipment generally upon delivery. We recognize revenue for such transactions when title passes to the customer and the revenue is earned and realizable. On certain occasions we enter into agreements to sell and satisfactorily install or integrate telecommunications equipment for a fixed fee. Customers may have refund rights if the installed equipment does not meet certain performance criteria. We defer revenue recognition until we have received customer acceptance per the contract or agreement, and all other required revenue recognition elements have been achieved. Revenues from contracts with multiple element arrangements, such as those including installation and integration services, are recognized as each element is earned based on objective evidence regarding the relative fair value of each element and when there are no undelivered elements that are essential to the functionality of the delivered elements, • Technical services revenues are derived primarily from maintenance contracts on equipment and are recognized on a prorated basis over the term of the contracts, • We account for fiber capacity Indefeasible Right to Use ("IRU") agreements as an operating lease or service arrangement and we defer the revenue and recognize it ratably over the life of the IRU or as service is rendered, • Access revenue is recognized when earned. We participate in access revenue pools with other telephone companies. Such pools are funded by toll revenue and/or access charges regulated by the Regulatory Commission of Alaska ("RCA") within the intrastate jurisdiction and the Federal Communications Commission (“FCC”) within the interstate jurisdiction. Much of the interstate access revenue is initially recorded based on estimates. These estimates are derived from interim financial information, available separation studies and the most recent information available about achieved rates of return. These estimates are subject to adjustment in future accounting periods as additional information becomes available. To the extent that a dispute arises over revenue settlements, our policy is to defer revenue recognition until the dispute is resolved, • We receive grant revenue for the purpose of building or operating communication infrastructure in rural areas. We defer the revenue and recognize it over the life of the asset that was constructed using grant funds or the period of grant compliance, • We offer sales incentives to new and existing customers as motivation to purchase our products and services. Cash incentives are recorded as an offset to revenue while noncash incentives are recorded as an operating expense. Sales incentives that relate to a customer contract over a specific period of time are recognized using the straight-line method over the contract term. For sales incentives that are earned by the customer over a specific period of time, we accrue an estimated offset to revenue or expense amount over the period that the incentive is earned by the customer, • Other revenues are recognized when the service is provided. Universal Service Fund As an Eligible Telecommunications Carrier ("ETC"), we receive support from the Universal Service Fund ("USF") to support the provision of wireline local access and wireless service in Remote and Urban high cost areas. Remote High Cost Support Remote high cost support is based upon the 2011 support disbursed to Competitive Eligible Telecommunications Carriers (“CETCs”) (“Statewide Support Cap”) providing supported services in Remote Alaska, except AT&T. On January 1, 2012, the per-line rates paid in the Remote areas were frozen by the USF and cannot exceed $250 per line per month on a study area basis. Line count growth that causes support to exceed the Statewide Support Cap triggers a pro rata support payment reduction to all subject Alaska CETCs until the support is reduced to the Statewide Support Cap amount. We accrue estimated program revenue based on current line counts and the frozen per-line rates, reduced as needed by our estimate of the impact of the Statewide Support Cap. When determining the estimated program revenue accrual, we also consider our assessment of the impact of current FCC regulations and of the potential outcome of FCC proceedings. Our estimated accrued revenue is subject to our judgment regarding the outcome of many variables and is subject to upward or downward adjustment in subsequent periods. Remote support will continue to be based on line counts (subject to the Statewide Support Cap) until the last full month prior to the implementation of a successor funding mechanism. A further rulemaking to consider successor funding mechanisms is underway and could result in a substantial reduction of USF support. Urban High Cost Support Urban high cost support payments are frozen at the monthly average of the subject CETC’s 2011 annual support and are not dependent upon line counts. A 20% annual phase down commenced July 1, 2012. The phase down has been halted at 60% and the subject CETCs will continue to receive annual support payments at the 60% level until a successor funding mechanism is implemented. A further rulemaking to consider successor funding mechanisms is underway and could result in a substantial reduction of USF support. We apply the proportional performance revenue recognition method to account for the impact of the declining payments while our level of service provided and associated costs remain constant. Included in the calculation are the scheduled Urban high cost support payments from October 2011 through July 2017 net of our Urban accounts receivable balance at September 30, 2011. An equal amount of this result is recognized as Urban support revenue each period. For both Remote and Urban high cost support revenue, our ability to collect our accrued USF support is contingent upon continuation of the USF program and upon our eligibility to participate in that program, which are subject to change by future regulatory, legislative or judicial actions. We adjust revenue and the account receivable in the period the FCC makes a program change or we assess the likelihood that such a change has increased or decreased revenue. We do not recognize revenue related to a particular service area until our ETC status has been approved by the RCA. |
Advertising Expense | Advertising Expense We expense advertising costs in the period during which the first advertisement appears. |
Leases | Leases Scheduled operating lease rent increases are amortized over the expected lease term on a straight-line basis. Rent holidays are recognized on a straight-line basis over the operating lease term (including any rent holiday period). Leasehold improvements are amortized over the shorter of their economic lives or the lease term. We may amortize a leasehold improvement over a term that includes assumption of a lease renewal if the renewal is reasonably assured. Leasehold improvements acquired in a business combination are amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. Leasehold improvements that are placed in service significantly after and are not contemplated at or near the beginning of the lease term are amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date the leasehold improvements are purchased. Leasehold improvements made by us and funded by landlord incentives or allowances under an operating lease are recorded as deferred rent and amortized as reductions to lease expense over the lease term. |
Interest Expense | Amortization and Write-off of Loan Fees Debt issuance costs are deferred and amortized using the effective interest method. If a refinancing or amendment of a debt instrument is a substantial modification, all or a portion of the applicable debt issuance costs are written off. If a debt instrument is repaid prior to the maturity date we will write-off the related unamortized amount of debt issuance costs. Interest Expense Material interest costs incurred during the construction period of non-software capital projects are capitalized. Interest costs incurred during the development period of a software capital project are capitalized. Interest is capitalized in the period commencing with the first expenditure for a qualifying capital project and ending when the capital project is substantially complete and ready for its intended use. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for their future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be realized. |
Share-based Payment Arrangements | Share-based Payment Arrangements Compensation expense is recognized in the financial statements for share-based awards based on the grant date fair value of those awards. Share-based compensation expense includes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. We are required to report the benefits associated with tax deductions in excess of recognized compensation cost as a financing cash flow rather than as an operating cash flow. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include the allowance for doubtful receivables, unbilled revenues, accrual of the USF high cost program support, share-based compensation, inventory at lower of cost or market, reserve for future customer credits, liability for incurred but not reported medical insurance claims, valuation allowances for deferred income tax assets, depreciable and amortizable lives of assets, the carrying value of long-lived assets including goodwill, cable certificates, wireless licenses,and broadcast licenses, the fair value of equity method investments evaluated for impairment, our effective tax rate, imputed interest rate, purchase price allocations, deferred lease expense, asset retirement obligations, the accrual of cost of goods sold (exclusive of depreciation and amortization expense), depreciation, the derivative stock appreciation rights liability, guarantees, and the accrual of contingencies and litigation. Actual results could differ from those estimates. The accounting estimates related to revenues from the USF high cost program are dependent on various inputs including our estimate of the Statewide Support Cap, our assessment of the impact of new FCC regulations, and the potential outcome of FCC proceedings. These inputs are subjective and based on our judgment regarding the outcome of certain variables and are subject to upward or downward adjustment in subsequent periods. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Excess cash is invested in high quality short-term liquid money instruments. At December 31, 2015 , and 2014 , substantially all of our cash and cash equivalents were invested in short-term liquid money instruments and the balances were in excess of Federal Deposit Insurance Corporation insured limits. We have one major customer for the year ended December 31, 2015 (see Note 10 of this Form 10-K for additional information). Our remaining customers are located primarily throughout Alaska. Because of this geographic concentration, our growth and operations depend upon economic conditions in Alaska. |
Software Capitalization Policy | Software Capitalization Policy Internally used software, whether purchased or developed, is capitalized and amortized using the straight-line method over an estimated useful life of three to five years. We capitalize certain costs associated with internally developed software such as payroll costs of employees devoting time to the projects and external direct costs for materials and services. Costs associated with internally developed software to be used internally are expensed until the point the project has reached the development stage. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalization of software requires judgment in determining when a project has reached the development stage. |
Guarantees | Guarantees Certain of our customers have guaranteed levels of service. If an interruption in service occurs we do not recognize revenue for any portion of the monthly service fee that will be refunded to the customer or not billed to the customer due to these service level agreements. Additionally, we have provided certain guarantees to U.S. Bancorp Community Development Corporation (“US Bancorp”), our tax credit investor in our four VIEs. We have guaranteed the delivery of $56.0 million of New Markets Tax Credits (“NMTC”) to US Bancorp, as well as certain loan and management fee payments between our subsidiaries and the VIEs, for which we are the primary beneficiary. In the event that the tax credits are not delivered or certain payments not made, we are obligated to provide prompt and complete payment of these obligations. See Note 12 of this Form 10-K for more information about our NMTC transactions. EIP Trade-in Right We offer a device trade-in program, "Upgrade Now", which provides eligible customers a specified-price trade-in right to upgrade their device. Participating customers must have purchased a financed device using an equipment installment plan from us and have a qualifying monthly wireless service plan. Upon qualifying for an Upgrade Now device trade-in, the customer's remaining EIP balance is settled provided they trade in their eligible used device in good working condition and purchase a new device from us on a new EIP. For customers who enroll in Upgrade Now, we defer the portion of equipment sales revenue which represents the estimated value of the trade-in right guarantee. The estimated value of the guarantees are based on various economic and customer behavioral assumptions, including the customer's estimated remaining EIP balance at trade-in, the expected fair value of the used handset at trade-in and the probability and timing of a trade-in. We assess facts and circumstances at each reporting date to determine if we need to adjust the guarantee liability. The recognition of subsequent adjustments to the guarantee liability as a result of these assessments are recorded as adjustments to revenue. When customers upgrade their devices, the difference between the trade-in credit to the customer and the fair value of the returned devices is recorded against the guarantee liabilities. Guarantee liabilities are included in Accrued Liabilities in our Consolidated Balance Sheets. |
Classification of Taxes Collected from Customers | We report sales, use, excise, and value added taxes assessed by a governmental authority that is directly imposed on a revenue-producing transaction between us and a customer on a net basis in our Consolidated Statements of Operations. |
Reclassifications | Reclassifications Reclassifications have been made to the prior years' consolidated financial statements to conform to classifications used in the current year. |
Business and Summary of Signi23
Business and Summary of Significant Accounting Principles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Consideration Transferred to Acquire Assets and Interest [Table Text Block] | The following table summarizes the allocation of total consideration transferred to ACS between the AWN NCI Acquisition and the Acquired ACS Assets excluding working capital adjustments (amounts in thousands): Total consideration transfered to ACS $ 304,838 Allocation of consideration between wireless assets and non-controlling interest acquired: AWN non-controlling interest $ 303,831 Property and equipment 746 Other intangible assets 261 Total consideration $ 304,838 |
Changes in Noncontrolling Interest [Table Text Block] | The impact of the AWN NCI Acquisition is summarized in the following table (amounts in thousands): Reduction of non-controlling interest $ 268,364 Increase in deferred tax assets 24,028 Additional paid-in capital 11,439 Fair value of consideration paid for acquisition of equity interest $ 303,831 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final purchase price and the estimated fair value of ACS’s assets acquired and liabilities assumed, effective July 23, 2013 (amounts in thousands): Purchase price: Final Purchase Price Allocation Cash consideration paid 100,000 Fair value of the one-third ownership interest of AWN 265,511 Total purchase price 365,511 Assets acquired and liabilities assumed: Current assets 16,963 Property and equipment, including construction in progress 82,611 Goodwill 148,948 Wireless licenses 60,380 Rights to use capacity 45,338 Other assets 17,282 Liabilities assumed (6,011 ) Total fair value of assets acquired and liabilities assumed 365,511 |
Pro Forma Information | The following unaudited pro forma financial information is presented as if the acquisition occurred on January 1, 2013 (amounts in thousands): (unaudited) Year Ended 2013 Pro forma consolidated revenue $ 897,270 |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | Earnings per common share (“EPS”) and common shares used to calculate basic and diluted EPS consist of the following (amounts in thousands, except per share amounts): Year Ended December 31, 2015 Class A Class B Basic net loss per share: Numerator: Net loss available to common stockholders $ (23,858 ) (2,167 ) Less: Undistributed income allocable to participating securities — — Undistributed loss allocable to common stockholders (23,858 ) (2,167 ) Denominator: Weighted average common shares outstanding 34,764 3,157 Basic net loss attributable to GCI common stockholders per common share $ (0.69 ) (0.69 ) Diluted net loss per share: Numerator: Undistributed loss allocable to common stockholders for basic computation $ (23,858 ) (2,167 ) Reallocation of undistributed loss as a result of conversion of Class B to Class A shares (2,167 ) — Net loss adjusted for allocation of undistributed earnings and effect of contracts that may be settled in cash or shares $ (26,025 ) (2,167 ) Denominator: Number of shares used in basic computation 34,764 3,157 Conversion of Class B to Class A common shares outstanding 3,157 — Number of shares used in per share computation 37,921 3,157 Diluted net loss attributable to GCI common stockholders per common share $ (0.69 ) (0.69 ) Years Ended December 31, 2014 2013 Class A Class B Class A Class B Basic net income per share: Numerator: Net income available to common stockholders $ 6,980 577 8,678 728 Less: Undistributed income allocable to participating securities (385 ) — (354 ) — Undistributed income allocable to common stockholders $ 6,595 577 8,324 728 Denominator: Weighted average common shares outstanding 36,112 3,162 36,194 3,166 Basic net income attributable to GCI common stockholders per common share $ 0.18 0.18 0.23 0.23 Diluted net income per share: Numerator: Undistributed income allocable to common stockholders for basic computation $ 6,595 577 8,324 728 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 577 — 728 — Reallocation of undistributed earnings as a result of conversion of dilutive securities 1 (2 ) 1 (3 ) Net income adjusted for allocation of undistributed earnings and effect of contracts that may be settled in cash or shares $ 7,173 575 9,053 725 Denominator: Number of shares used in basic computation 36,112 3,162 36,194 3,166 Conversion of Class B to Class A common shares outstanding 3,162 — 3,166 — Unexercised stock options 112 — 142 — Number of shares used in per share computation 39,386 3,162 39,502 3,166 Diluted net income attributable to GCI common stockholders per common share $ 0.18 0.18 0.23 0.23 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Weighted average shares associated with outstanding securities for the years ended December 31, 2015 , 2014 and 2013 which have been excluded from the computations of diluted EPS, because the effect of including these securities would have been anti-dilutive, consist of the following (shares, in thousands): Years Ended December 31, 2015 2014 2013 Derivative instrument that may be settled in cash or shares 724 — — Shares associated with unexercised stock options 108 29 86 Share-based compensation that may be settled in cash or shares 26 26 90 Total excluded 858 55 176 |
Schedule of Stock by Class | Following are the changes in issued common stock for the years ended December 31, 2015 , 2014 and 2013 (shares, in thousands): Class A Class B Balances at January 1, 2013 38,534 3,169 Class B shares converted to Class A 4 (4 ) Shares issued upon stock option exercises 87 — Share awards issued 680 — Shares repurchased and retired (1,822 ) — Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired (147 ) — Other (37 ) — Balances at December 31, 2013 37,299 3,165 Class B shares converted to Class A 6 (6 ) Shares issued upon stock option exercises 51 — Share awards issued 1,267 — Shares repurchased and retired (429 ) — Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired (196 ) — Balances at December 31, 2014 37,998 3,159 Class B shares converted to Class A 5 (5 ) Shares issued upon stock option exercises 219 — Share awards issued 688 — Shares repurchased and retired (2,983 ) — Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired (334 ) — Balances at December 31, 2015 35,593 3,154 |
Property Plant and Equipment Useful Life | Depreciation is computed using the straight-line method based upon the shorter of the estimated useful lives of the assets or the lease term, if applicable, in the following ranges: Asset Category Asset Lives Telephony transmission equipment and distribution facilities 5-20 years Fiber optic cable systems 15-25 years Cable transmission equipment and distribution facilities 5-30 years Support equipment and systems 3-20 years Transportation equipment 5-13 years Property and equipment under capital leases 12-20 years Buildings 25 years Customer premise equipment 2-20 years Studio equipment 10-15 years |
Schedule of Asset Retirement Obligations | Following is a reconciliation of the beginning and ending aggregate carrying amounts of our liability for asset retirement obligations (amounts in thousands): Balance at December 31, 2013 $ 26,802 Liability incurred 4,268 Accretion expense 1,249 Revision in estimate (355 ) Liability settled (24 ) Balance at December 31, 2014 31,940 Liability incurred 2,048 Accretion expense 1,121 Liability settled (49 ) Balance at December 31 2015 $ 35,060 |
Excise and Sales Taxes | The following are certain surcharges reported on a gross basis in our Consolidated Statements of Operations (amounts in thousands): Years Ended December 31, 2015 2014 2013 Surcharges reported gross $ 5,058 4,252 4,644 |
Consolidated Statements of Ca24
Consolidated Statements of Cash Flows Supplemental Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Operating Capital | Changes in operating assets and liabilities consist of (amounts in thousands): Year ended December 31, 2015 2014 2013 (Increase) decrease in accounts receivable, net $ (4,230 ) 15,357 (68,360 ) (Increase) decrease in prepaid expenses (632 ) (4,454 ) 672 (Increase) decrease in inventories 5,710 (6,631 ) 1,751 Decrease in other current assets 24 88 1,448 Increase in other assets (11,491 ) (878 ) (1,459 ) Increase (decrease) in accounts payable (5,579 ) (4,648 ) 15,334 Increase in deferred revenues 1,743 1,728 2,368 Increase (decrease) in accrued payroll and payroll related obligations (1,469 ) 2,997 10,263 Increase (decrease) in accrued liabilities 8,192 (242 ) (883 ) Increase (decrease) in accrued interest 7,001 (434 ) 302 Decrease in subscriber deposits (448 ) (114 ) (40 ) Decrease in long-term deferred revenue (8,561 ) (4,163 ) (3,554 ) Increase (decrease) in components of other long-term liabilities 1,305 1,714 (20 ) Total change in operating assets and liabilities $ (8,435 ) 320 (42,178 ) |
Cash Payments for Interest | The following items are for the years ended December 31, 2015 , 2014 and 2013 (amounts in thousands): Net cash paid or received: 2015 2014 2013 Interest paid, net of amounts capitalized $ 76,796 74,618 71,749 |
Schedule of Other Significant Noncash Transactions | The following items are non-cash investing and financing activities for the years ended December 31, 2015 , 2014 and 2013 (amounts in thousands): 2015 2014 2013 Non-cash additions for purchases of property and equipment $ 26,799 42,958 17,230 Non-cash consideration for Wireless Acquisition $ 23,326 — — Asset retirement obligation additions to property and equipment $ 2,048 4,268 5,292 Net capital lease obligation $ — 9,386 — Distribution to non-controlling interest $ — 4,167 4,167 Deferred compensation distribution denominated in shares $ — 617 621 Net assets acquired with equity in AWN (see Note 1(d)) $ — — 267,642 |
Receivables and Allowance for25
Receivables and Allowance for Doubtful Receivables (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Receivables consist of the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Trade $ 205,645 209,811 Employee 1,271 801 Other 1,468 1,829 Total receivables $ 208,384 212,441 Changes in the allowance for doubtful receivables during the years ended December 31, 2015 , 2014 and 2013 are summarized below (amounts in thousands): Additions Deductions Description Balance at beginning of year Charged to costs and expenses Charged to other accounts Write-offs net of recoveries Balance at end of year December 31, 2015 $ 4,542 6,359 — 7,271 3,630 December 31, 2014 $ 2,346 3,994 — 1,798 4,542 December 31, 2013 $ 3,215 2,370 (446 ) 2,793 2,346 |
Net Property and Equipment (Tab
Net Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Net Property and Equipment in Service | Net property and equipment consists of the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Land and buildings $ 108,145 100,038 Telephony transmission equipment and distribution facilities 1,215,796 1,189,470 Cable transmission equipment and distribution facilities 218,259 193,832 Studio equipment 15,171 14,396 Support equipment and systems 251,302 270,629 Transportation equipment 17,398 15,667 Customer premise equipment 155,971 153,039 Fiber optic cable systems 309,217 305,200 Construction in progress 93,271 99,240 2,384,530 2,341,511 Less accumulated depreciation 1,231,457 1,178,982 Less accumulated amortization 58,692 50,047 Net property and equipment $ 1,094,381 1,112,482 Property and equipment under capital leases $ 112,495 112,495 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets | Other Intangible Assets subject to amortization include the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Software license fees $ 63,760 52,683 Rights to use 44,937 48,283 Customer relationships 1,530 3,226 Right-of-way 784 783 111,011 104,975 Less accumulated amortization 41,721 38,960 Net other intangible assets $ 69,290 66,015 |
Schedule of Finite-Lived Intangible Assets | Changes in Goodwill and Other Intangible Assets are as follows (amounts in thousands): Goodwill Other Intangible Assets Balance at December 31, 2013 $ 219,041 71,435 AWN purchase price adjustment - Wireless Segment 8,866 (7,298 ) Goodwill addition from acquisitions - Wireline Segment 1,653 — Asset additions — 11,593 Amortization expense — (9,715 ) Balance at December 31, 2014 229,560 66,015 Goodwill addition from acquisitions - Wireline Segment 9,703 — Asset additions — 15,023 Software impairment — (1,306 ) Amortization expense — (10,442 ) Balance at December 31, 2015 $ 239,263 69,290 |
Schedule of Amortization Expense | Amortization expense for amortizable intangible assets for the years ended December 31, 2015 , 2014 and 2013 follow (amounts in thousands): Years Ended December 31, 2015 2014 2013 Amortization expense $ 10,442 9,715 7,044 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in thousands): Years Ending December 31, 2016 $ 9,841 2017 $ 7,508 2018 $ 5,573 2019 $ 4,241 2020 $ 3,232 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | =5.5 3.00% >=5.0 but <5.5 2.75% >=4.5 but <5.0 2.50% >=4.0 but <4.5 2.25% <4.0 2.00% The Term B loan requires principal payments of 0.25% of the original principal amount on the last day of each calendar quarter with the full amount maturing on February 2, 2022 or December 3, 2020 if our Senior Notes due 2021 are not refinanced prior to such date. The full principal amount of our delayed draw term loans and revolving credit facility included in the Senior Credit Facility will mature on April 30, 2018. Borrowings under the Senior Credit Facility are subject to certain financial covenants and restrictions on indebtedness. Our Senior Credit Facility Total Leverage Ratio (as defined) may not exceed 5.95 to one; the Senior Leverage Ratio (as defined) may not exceed 3.00 to one; and our Interest Coverage Ratio (as defined) must not be less than 2.50 to one at any time. The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI Holdings and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings. In connection with the Senior Credit Facility and First Amendment, we paid loan fees and other expenses of $0.3 million that were expensed immediately in our Consolidated Statement of Operations for the year ended December 31, 2015 and $6.2 million that were deferred and are being amortized over the life of the Senior Credit Facility. We have outstanding $272.9 million under the Term B loan, $240.0 million under the delayed draw term loan, $0.0 million under the revolving portion of the Senior Credit Facility and $22.5 million in letters of credit under the Senior Credit Facility at December 31, 2015 , which leaves $127.5 million available for borrowing as of December 31, 2015 . (b) On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105% . We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”). At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption. At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing April 15 of the year indicated: Redemption Price 2020 103.438 % 2021 102.292 % 2022 101.146 % 2023 and thereafter 100.000 % The 2025 Notes mature on April 15, 2025 . Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2025 Notes. Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness. The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable. We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015 . Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount. We were in compliance with all 2025 Notes loan covenants at December 31, 2015. (c) We pay interest of 6.75% on notes that are due in 2021 ("2021 Notes"). The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 2025 Notes, and senior in right of payment to all future subordinated indebtedness. The 2021 Notes are not redeemable prior to June 1, 2016 . At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing June 1 of the year indicated: Redemption Price 2016 103.375 % 2017 102.250 % 2018 101.125 % 2019 and thereafter 100.000 % The 2021 Notes mature on June 1, 2021 . Semi-annual interest payments are payable on June 1 and December 1. The 2021 Notes were issued pursuant to an Indenture, dated as of May 20, 2011, between us and Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2021 Notes. Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or any part (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portion thereof would not be at least $2,000 ) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The terms of the Indenture include customary affirmative and negative covenants and customary events of default. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 25% in aggregate principal amount of the 2021 Notes may, among other options, declare the 2021 Notes immediately due and payable. We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2021 Notes. We were in compliance with all 2021 Notes loan covenants at December 31, 2015. (d) On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information. In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00 . We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights. We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. (e) GCI Holdings, entered into a $10.0 million loan agreement with Wells Fargo Bank on June 30, 2014 to finance the purchase of a building. The note matures on July 15, 2029 and is due in monthly installments of principal and interest. The interest rate is variable at one month LIBOR plus 2.25% . The note is subject to similar affirmative and negative covenants as our Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the purchased building. In connection with the note issuance, we paid loan fees of $0.1 million that were deferred and are being amortized over the life of the note. (f) UUI, our wholly owned subsidiary, has entered into various loans with the RUS. We repaid substantially all amounts owed to the RUS in 2014 and the remainder of amounts owed in 2015. " id="sjs-B4" xml:space="preserve">Long-term debt consists of the following at December 31, 2015 and 2014 (amounts in thousands): 2015 2014 Senior Credit Facility (a) $ 512,937 279,000 2025 Notes (b) 450,000 — 2021 Notes (c) 325,000 325,000 Searchlight Note (d) 75,000 — Wells Fargo note payable (e) 9,176 9,767 2019 Notes (b) — 425,000 Rural Utilities Service ("RUS") debt (f) — 29 Debt 1,372,113 1,038,796 Less unamortized discount on Searchlight Note 20,190 — Less unamortized discount paid on the 2025 Notes 3,817 — Less unamortized discount paid on the 2019 Notes — 2,118 Less current portion of long-term debt 3,342 622 Long-term debt, net $ 1,344,764 1,036,056 (a) On February 2, 2015, GCI Holdings, Inc. ("GCI Holdings"), our wholly owned subsidiary, entered into a Fourth Amended and Restated Credit and Guarantee Agreement with MUFG Union Bank, N.A., Suntrust Bank, Bank of America, N.A., as documentation agent, and Credit Agricole Corporate and Investment Bank, as administrative agent ("Senior Credit Facility"). The Senior Credit Facility provides a $275.0 million Term B loan, up to $240.0 million in delayed draw term loans and a $150.0 million revolving credit facility. The Senior Credit Facility was subsequently amended on August 3, 2015 ("First Amendment"). Under the Senior Credit Facility and First Amendment, the interest rate for the Term B loan is London Interbank Offered Rate ("LIBOR") plus 3.25% , with a 0.75% LIBOR floor. The interest rate on our delayed draw term loans and revolving credit facility is LIBOR plus the following Applicable Margin set forth opposite each applicable Total Leverage Ratio below. Total Leverage Ratio (as defined) Applicable Margin >=5.5 3.00% >=5.0 but <5.5 2.75% >=4.5 but <5.0 2.50% >=4.0 but <4.5 2.25% <4.0 2.00% The Term B loan requires principal payments of 0.25% of the original principal amount on the last day of each calendar quarter with the full amount maturing on February 2, 2022 or December 3, 2020 if our Senior Notes due 2021 are not refinanced prior to such date. The full principal amount of our delayed draw term loans and revolving credit facility included in the Senior Credit Facility will mature on April 30, 2018. Borrowings under the Senior Credit Facility are subject to certain financial covenants and restrictions on indebtedness. Our Senior Credit Facility Total Leverage Ratio (as defined) may not exceed 5.95 to one; the Senior Leverage Ratio (as defined) may not exceed 3.00 to one; and our Interest Coverage Ratio (as defined) must not be less than 2.50 to one at any time. The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI Holdings and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings. In connection with the Senior Credit Facility and First Amendment, we paid loan fees and other expenses of $0.3 million that were expensed immediately in our Consolidated Statement of Operations for the year ended December 31, 2015 and $6.2 million that were deferred and are being amortized over the life of the Senior Credit Facility. We have outstanding $272.9 million under the Term B loan, $240.0 million under the delayed draw term loan, $0.0 million under the revolving portion of the Senior Credit Facility and $22.5 million in letters of credit under the Senior Credit Facility at December 31, 2015 , which leaves $127.5 million available for borrowing as of December 31, 2015 . (b) On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105% . We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”). At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption. At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing April 15 of the year indicated: Redemption Price 2020 103.438 % 2021 102.292 % 2022 101.146 % 2023 and thereafter 100.000 % The 2025 Notes mature on April 15, 2025 . Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2025 Notes. Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness. The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable. We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015 . Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount. We were in compliance with all 2025 Notes loan covenants at December 31, 2015. (c) We pay interest of 6.75% on notes that are due in 2021 ("2021 Notes"). The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 2025 Notes, and senior in right of payment to all future subordinated indebtedness. The 2021 Notes are not redeemable prior to June 1, 2016 . At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing June 1 of the year indicated: Redemption Price 2016 103.375 % 2017 102.250 % 2018 101.125 % 2019 and thereafter 100.000 % The 2021 Notes mature on June 1, 2021 . Semi-annual interest payments are payable on June 1 and December 1. The 2021 Notes were issued pursuant to an Indenture, dated as of May 20, 2011, between us and Union Bank, N.A., as trustee. We are not required to make mandatory sinking fund payments with respect to the 2021 Notes. Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or any part (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portion thereof would not be at least $2,000 ) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. The terms of the Indenture include customary affirmative and negative covenants and customary events of default. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 25% in aggregate principal amount of the 2021 Notes may, among other options, declare the 2021 Notes immediately due and payable. We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2021 Notes. We were in compliance with all 2021 Notes loan covenants at December 31, 2015. (d) On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information. In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00 . We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights. We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. (e) GCI Holdings, entered into a $10.0 million loan agreement with Wells Fargo Bank on June 30, 2014 to finance the purchase of a building. The note matures on July 15, 2029 and is due in monthly installments of principal and interest. The interest rate is variable at one month LIBOR plus 2.25% . The note is subject to similar affirmative and negative covenants as our Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the purchased building. In connection with the note issuance, we paid loan fees of $0.1 million that were deferred and are being amortized over the life of the note. (f) UUI, our wholly owned subsidiary, has entered into various loans with the RUS. We repaid substantially all amounts owed to the RUS in 2014 and the remainder of amounts owed in 2015. |
Interest Margin | The interest rate on our delayed draw term loans and revolving credit facility is LIBOR plus the following Applicable Margin set forth opposite each applicable Total Leverage Ratio below. Total Leverage Ratio (as defined) Applicable Margin >=5.5 3.00% >=5.0 but <5.5 2.75% >=4.5 but <5.0 2.50% >=4.0 but <4.5 2.25% <4.0 2.00% |
Debt Instrument Redemption | At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing April 15 of the year indicated: Redemption Price 2020 103.438 % 2021 102.292 % 2022 101.146 % 2023 and thereafter 100.000 % The 2021 Notes are not redeemable prior to June 1, 2016 . At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption: If redeemed during the twelve month period commencing June 1 of the year indicated: Redemption Price 2016 103.375 % 2017 102.250 % 2018 101.125 % 2019 and thereafter 100.000 % |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt as of December 31, 2015 are as follows (amounts in thousands): Years ending December 31, 2016 $ 3,342 2017 3,358 2018 243,374 2019 3,391 2020 3,407 2021 and thereafter 1,115,241 Total debt 1,372,113 Less unamortized discount on Searchlight Note 20,190 Less unamortized discount paid on 2025 Notes 3,817 Less current portion of long-term debt 3,342 Long-term debt, net $ 1,344,764 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax (expense) benefit consists of the following (amounts in thousands): Years Ended December 31, 2015 2014 2013 Deferred tax (expense) benefit: Federal taxes $ 1,360 (9,081 ) (9,267 ) State taxes 487 (948 ) (1,690 ) $ 1,847 (10,029 ) (10,957 ) |
Schedule of Effective Income Tax Rate Reconciliation | Total income tax (expense) benefit differed from the “expected” income tax (expense) benefit determined by applying the statutory federal income tax rate of 35% as follows (amounts in thousands): Years Ended December 31, 2015 2014 2013 “Expected” statutory tax (expense) benefit $ 9,699 (24,246 ) (14,939 ) Nondeductible unrealized loss on derivative instrument with related party (4,566 ) — — Nondeductible officer compensation (1,906 ) (1,351 ) (824 ) Nondeductible entertainment expenses (1,059 ) (1,125 ) (1,045 ) Nondeductible lobbying expenses (442 ) (425 ) (369 ) State income taxes, net of federal (expense) benefit 487 (948 ) (1,690 ) Impact of non-controlling interest attributable to non-tax paying entity 220 18,255 7,977 Other, net (586 ) (189 ) (67 ) $ 1,847 (10,029 ) (10,957 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015 and 2014 are summarized below (amounts in thousands): 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 139,238 131,938 Deferred revenue for financial reporting purposes 41,151 36,077 Asset retirement obligations in excess of amounts recognized for tax purposes 14,338 6,660 Compensated absences accrued for financial reporting purposes 3,339 3,117 Share-based compensation expense for financial reporting purposes in excess of amounts recognized for tax purposes 2,773 1,458 Accounts receivable, principally due to allowance for doubtful receivables 1,912 2,585 Workers compensation and self-insurance health reserves, principally due to accrual for financial reporting purposes 1,795 2,043 Alternative minimum tax credits 1,735 1,735 Deferred compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes 1,603 1,374 Other 13,144 5,866 Total deferred tax assets $ 221,028 192,853 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation $ 246,172 231,109 Intangible assets 79,255 48,768 Flow-through entity deferred tax items — 44,728 Other 1,746 — Total deferred tax liabilities 327,173 324,605 Net deferred tax liabilities $ 106,145 131,752 |
Summary of Operating Loss Carryforwards | Our tax net operating loss carryforwards are summarized below by year of expiration (amounts in thousands): Years ending December 31, Federal State 2020 $ 34,958 34,301 2021 29,614 28,987 2022 14,081 13,788 2023 3,968 3,903 2024 722 — 2025 737 — 2026 150 — 2027 1,010 — 2028 39,879 39,715 2029 48,370 47,558 2031 110,933 109,376 2033 5,031 4,927 2034 39,133 37,866 2035 11,885 11,290 Total tax net operating loss carryforwards $ 340,471 331,711 |
Fair Value Measurements and D30
Fair Value Measurements and Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 are as follows (amounts in thousands): December 31, 2015 Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Deferred compensation plan assets (mutual funds) $ 1,728 — — 1,728 Liabilities: Derivative stock appreciation rights $ — — 32,820 32,820 December 31, 2014 Level 1 (1) Level 2 (2) Level 3 (3) Total Assets: Deferred compensation plan assets (mutual funds) $ 2,068 — — 2,068 (1) Quoted prices in active markets for identical assets or liabilities (2) Observable inputs other than quoted prices in active markets for identical assets and liabilities (3) Inputs that are generally unobservable and not corroborated by market data |
Fair Value, by Balance Sheet Grouping | The carrying amounts and approximate fair values of our current and long-term debt, excluding capital leases at December 31, 2015 and 2014 are as follows (amounts in thousands): December 31, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Current and long-term debt $ 1,348,106 1,390,743 1,036,678 1,055,952 |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | The following table shows our significant assumptions and inputs used in the lattice-based valuation model to value the stock appreciation right liability at December 31, 2015 : December 31, 2015 Expected term (in years) 4 - 8 Volatility 40 % Risk-free interest rate 2.1 % |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table summarizes the changes in fair value of all financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2015 : Fair Value Measurement Using Level 3 Inputs Derivative Stock Appreciation Rights Balance at January 1, 2015 $ — Issuance 21,660 Fair value adjustment at end of period, included in Other Income (Expense) 11,160 Balance at December 31, 2015 $ 32,820 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Option Activity | A summary of option activity under the Stock Option Plan as of December 31, 2015 and changes during the year then ended is presented below: Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 308 $ 6.86 Exercised (286 ) $ 6.56 Expired (3 ) $ 7.51 Outstanding at December 31, 2015 19 $ 11.35 1.0 year $ 160 Exercisable at December 31, 2015 19 $ 11.35 1.0 year $ 160 |
Schedule of Restricted Stock Activity | A summary of nonvested restricted stock award activity under the Stock Option Plan for the year ended December 31, 2015 , follows (share amounts in thousands): Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2015 1,744 $ 9.11 Granted 688 $ 15.06 Vested (930 ) $ 18.29 Forfeited (7 ) $ 12.65 Nonvested at December 31, 2015 1,495 $ 11.08 |
Industry Segments Data (Tables)
Industry Segments Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information for our reportable segments for the years ended December 31, 2015 , 2014 and 2013 follows (amounts in thousands): Wireless Wireline Total Reportable Segments 2015 Revenues Wholesale $ 267,676 — 267,676 Consumer — 351,196 351,196 Business Services — 209,975 209,975 Managed Broadband — 149,687 149,687 Total 267,676 710,858 978,534 Cost of Goods Sold 70,899 251,439 322,338 Contribution 196,777 459,419 656,196 Less SG&A (18,137 ) (320,242 ) (338,379 ) Plus share-based compensation expense — 10,902 10,902 Plus accretion expense 559 562 1,121 Other — 511 511 Adjusted EBITDA $ 179,199 151,152 330,351 Capital expenditures $ 47,892 128,343 176,235 Goodwill $ 164,312 74,951 239,263 Total assets $ 594,250 1,388,058 1,982,308 Wireless Wireline Total Reportable Segments 2014 Revenues Wholesale $ 269,977 — 269,977 Consumer — 288,014 288,014 Business Services — 225,963 225,963 Managed Broadband — 126,244 126,244 Total 269,977 640,221 910,198 Cost of Good Sold 90,920 211,784 302,704 Contribution 179,057 428,437 607,494 Less SG&A (21,631 ) (272,016 ) (293,647 ) Plus share-based compensation expense — 8,392 8,392 Plus accretion expense 733 516 1,249 Other expense — (372 ) (372 ) Adjusted EBITDA $ 158,159 164,957 323,116 Capital expenditures $ 30,243 145,866 176,109 Goodwill $ 164,312 65,248 229,560 Total assets $ 625,417 1,376,961 2,002,378 2013 Revenues Wholesale $ 197,218 — 197,218 Consumer — 274,805 274,805 Business Services — 222,814 222,814 Managed Broadband — 116,811 116,811 Total 197,218 614,430 811,648 Cost of Good Sold 68,086 212,376 280,462 Contribution 129,132 402,054 531,186 Less SG&A (20,030 ) (251,035 ) (271,065 ) Plus share-based compensation expense — 6,638 6,638 Plus accretion expense 507 (430 ) 77 Other expense — 447 447 Adjusted EBITDA $ 109,609 157,674 267,283 Capital expenditures $ 28,156 152,398 180,554 Goodwill $ 155,445 63,596 219,041 Total assets $ 624,740 1,347,314 1,972,054 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | A reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) before income taxes follows (amounts in thousands): Years Ended December 31, 2015 2014 2013 Reportable segment Adjusted EBITDA $ 330,351 323,116 267,283 Less depreciation and amortization expense (181,767 ) (170,285 ) (147,259 ) Less software impairment charge (29,839 ) — — Less share-based compensation expense (10,902 ) (8,392 ) (6,638 ) Less accretion expense (1,121 ) (1,249 ) (77 ) Other (511 ) 372 (447 ) Consolidated operating income 106,211 143,562 112,862 Less other expense, net (133,924 ) (74,289 ) (70,178 ) Consolidated income (loss) before income taxes $ (27,713 ) 69,273 42,684 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Lease Payments | A summary of future minimum lease payments follows (amounts in thousands): Years ending December 31: Operating Capital 2016 $ 45,585 13,454 2017 35,642 13,433 2018 28,822 13,440 2019 23,611 13,450 2020 20,134 13,459 2021 and thereafter 50,933 19,752 Total minimum lease payments $ 204,727 86,988 Less amount representing interest 18,629 Less current maturity of obligations under capital leases 8,708 Long-term obligations under capital leases, excluding current maturity $ 59,651 |
Selected Quarterly Financial 34
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2015 and 2014 (amounts in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter 2015 Total revenues $ 231,089 247,528 258,573 241,344 Operating income $ 741 39,203 45,473 20,794 Net income (loss) $ (18,725 ) (15,757 ) 17,495 (8,879 ) Net income (loss) attributable to GCI $ (19,269 ) (15,627 ) 17,631 (8,760 ) Basic net income (loss) attributable to GCI per common share $ (0.49 ) (0.41 ) 0.45 (0.24 ) Diluted net income (loss) attributable to GCI per common share $ (0.49 ) (0.41 ) 0.44 (0.24 ) 2014 Total revenues $ 216,283 224,399 240,725 228,791 Operating income $ 30,265 38,414 49,336 25,547 Net income $ 10,761 16,840 25,847 5,796 Net income (loss) attributable to GCI $ 1,140 5,927 9,915 (9,425 ) Basic net income (loss) attributable to GCI per common share $ 0.03 0.14 0.24 (0.24 ) Diluted net income (loss) attributable to GCI per common share $ 0.03 0.14 0.24 (0.24 ) |
Business and Summary of Signi35
Business and Summary of Significant Accounting Principles (Narratives) (Details) | Feb. 02, 2015USD ($) | Nov. 01, 2013USD ($)station | Jul. 23, 2013USD ($) | Jul. 22, 2013USD ($) | Jul. 01, 2012 | Jan. 01, 2012USD ($) | Dec. 31, 2015USD ($)entityshares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)entityshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2010USD ($) |
Business | ||||||||||||||||||
Year founded | 1,979 | |||||||||||||||||
Principles of Consolidation [Abstract] | ||||||||||||||||||
Variable Interest Entities, Number of Entities | entity | 4 | 4 | ||||||||||||||||
Acquisition | ||||||||||||||||||
Payments to Acquire Assets and Interest | $ 293,200,000 | |||||||||||||||||
Impairment of intangible assets | $ 1,306,000 | |||||||||||||||||
Goodwill | $ 239,263,000 | $ 229,560,000 | $ 239,263,000 | $ 229,560,000 | $ 219,041,000 | |||||||||||||
Accounting Pronouncements | ||||||||||||||||||
Deferred Tax Assets, Net, Current | $ 56,100,000 | $ 56,100,000 | ||||||||||||||||
Common Stock | ||||||||||||||||||
Authorized amount, repurchase of stock | $ 200,000,000 | |||||||||||||||||
Redeemable Preferred Stock | ||||||||||||||||||
Preferred stock, shares authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Accounts Receivable and Allowance for Doubtful Receivables | ||||||||||||||||||
Past due period | 120 days | |||||||||||||||||
Intangible Assets | ||||||||||||||||||
Finite-lived intangible asset, useful life | 14 years 5 months | |||||||||||||||||
Goodwill and Intangible Asset Impairment | $ 0 | $ 0 | $ 0 | |||||||||||||||
Investments | ||||||||||||||||||
Impairment of equity method investment | 12,593,000 | 0 | 0 | |||||||||||||||
Asset Retirement Obligation | ||||||||||||||||||
Additional capitalized costs | $ 2,000,000 | $ 4,300,000 | 2,000,000 | 4,300,000 | ||||||||||||||
Revenue Recognition | ||||||||||||||||||
Revenues | 241,344,000 | $ 258,573,000 | $ 247,528,000 | $ 231,089,000 | 228,791,000 | $ 240,725,000 | $ 224,399,000 | $ 216,283,000 | 978,534,000 | 910,198,000 | 811,648,000 | |||||||
Receivables | 208,384,000 | $ 212,441,000 | 208,384,000 | 212,441,000 | ||||||||||||||
Guarantees | ||||||||||||||||||
Guarantor liabilities | 56,000,000 | 56,000,000 | ||||||||||||||||
Advertising Expense | ||||||||||||||||||
Advertising expense | 5,700,000 | 5,700,000 | 5,200,000 | |||||||||||||||
Interest Expense | ||||||||||||||||||
Interest costs capitalized | $ 3,000,000 | 3,600,000 | 4,600,000 | |||||||||||||||
Urban High Cost Support Program | ||||||||||||||||||
Revenue Recognition | ||||||||||||||||||
Percentage phase down, decrease in support payments | 20.00% | |||||||||||||||||
Percentage phase down, maximum decrease in support payments | 60.00% | |||||||||||||||||
Remote High Cost Support Program | ||||||||||||||||||
Revenue Recognition | ||||||||||||||||||
Maximum cost per line, per month | $ 250 | |||||||||||||||||
Total High Cost Support Program | ||||||||||||||||||
Revenue Recognition | ||||||||||||||||||
Revenues | $ 66,200,000 | 66,700,000 | 55,600,000 | |||||||||||||||
Receivables | 45,500,000 | $ 45,500,000 | ||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Number of Businesses Acquired | entity | 3 | |||||||||||||||||
Total purchase price | $ 12,700,000 | |||||||||||||||||
ACS | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Total purchase price | $ 365,511,000 | |||||||||||||||||
Cash consideration paid | 100,000,000 | $ 100,000,000 | ||||||||||||||||
Preferential cash distributions | $ 190,000,000 | |||||||||||||||||
Preference period | 4 years | |||||||||||||||||
Preferential adjustment maximum | $ 21,800,000 | |||||||||||||||||
Goodwill | $ 148,948,000 | |||||||||||||||||
Additional revenue | 50,600,000 | |||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 33.30% | |||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired from Noncontrolling Interest | 66.60% | |||||||||||||||||
Denali Media Holdings | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Total purchase price | $ 7,600,000 | |||||||||||||||||
Number of broadcast stations acquired | station | 3 | |||||||||||||||||
Selling, General and Administrative Expenses | ACS | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Transaction costs | 1,800,000 | |||||||||||||||||
Rights to Receive Future Capacity [Member] | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Assets, Fair Value Adjustment | $ 1,200,000 | |||||||||||||||||
Rights to Use Capacity | ||||||||||||||||||
Acquisition | ||||||||||||||||||
Impairment of intangible assets | $ 3,800,000 | |||||||||||||||||
Minimum | Other Intangible Assets | ||||||||||||||||||
Intangible Assets | ||||||||||||||||||
Finite-lived intangible asset, useful life | 2 years | |||||||||||||||||
Maximum | Other Intangible Assets | ||||||||||||||||||
Intangible Assets | ||||||||||||||||||
Finite-lived intangible asset, useful life | 20 years | |||||||||||||||||
Stock Buyback Program [Member] | ||||||||||||||||||
Common Stock | ||||||||||||||||||
Authorized amount per quarter, repurchase of stock | $ 5,000,000 | |||||||||||||||||
Stock repurchase program, remaining value authorized to be repurchased | $ 95,300,000 | $ 95,300,000 | ||||||||||||||||
Stock Buyback Program [Member] | Class A Common Stock | ||||||||||||||||||
Common Stock | ||||||||||||||||||
Stock repurchased during period, value | $ 47,400,000 | $ 4,200,000 | $ 15,600,000 |
Business and Summary of Signi36
Business and Summary of Significant Accounting Principles Business and Summary of Significant Accounting Principles (Wireless Acquisition) (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Noncontrolling Interest [Line Items] | ||||
Total consideration transfered to ACS | $ 304,838 | |||
Non-controlling interest acquisitions | 303,831 | |||
Property and equipment | 746 | $ 176,235 | $ 176,109 | $ 180,554 |
Other intangible assets | 261 | |||
Non-controlling interest acquisition | 281,803 | |||
Increase in Deferred Tax Assets | 24,028 | |||
Non-controlling Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest acquisition | 268,364 | 271,521 | ||
Paid-in Capital | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest acquisition | $ 11,439 | $ 10,282 |
Business and Summary of Signi37
Business and Summary of Significant Accounting Principles (Business Acquisition) (Details) - USD ($) $ in Thousands | Jul. 23, 2013 | Jul. 22, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets acquired and liabilities assumed: | |||||
Goodwill | $ 239,263 | $ 229,560 | $ 219,041 | ||
ACS | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid | $ 100,000 | $ 100,000 | |||
Fair value of the one-third ownership interest of AWN | 265,511 | ||||
Total purchase price | 365,511 | ||||
Assets acquired and liabilities assumed: | |||||
Current assets | 16,963 | ||||
Property and equipment, including construction in progress | 82,611 | ||||
Goodwill | 148,948 | ||||
Other assets | 17,282 | ||||
Liabilities assumed | (6,011) | ||||
Total fair value of assets acquired and liabilities assumed | 365,511 | ||||
ACS | Wireless Licenses | |||||
Assets acquired and liabilities assumed: | |||||
Intangible assets | 60,380 | ||||
ACS | Rights to Use Capacity | |||||
Assets acquired and liabilities assumed: | |||||
Intangible assets | $ 45,338 |
Business and Summary of Signi38
Business and Summary of Significant Accounting Principles (Pro-Forma Information) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
ACS | |
Business Acquisition [Line Items] | |
Pro forma consolidated revenue | $ 897,270 |
Business and Summary of Signi39
Business and Summary of Significant Accounting Principles (EPS Calculations) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||||||||||
Net income (loss) available to common stockholders | $ (8,760) | $ 17,631 | $ (15,627) | $ (19,269) | $ (9,425) | $ 9,915 | $ 5,927 | $ 1,140 | $ (26,025) | $ 7,557 | $ 9,406 |
Class A Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net income (loss) available to common stockholders | (23,858) | 6,980 | 8,678 | ||||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | (385) | (354) | ||||||||
Undistributed income (loss) allocable to common stockholders | $ (23,858) | $ 6,595 | $ 8,324 | ||||||||
Weighted average common shares outstanding | 34,764 | 36,112 | 36,194 | ||||||||
Basic net income (loss) attributable to GCI common stockholders per common share | $ (0.24) | $ 0.45 | $ (0.41) | $ (0.49) | $ (0.24) | $ 0.24 | $ 0.14 | $ 0.03 | $ (0.69) | $ 0.18 | $ 0.23 |
Reallocation Of Undistributed Earnings As Result Of Conversion Of Shares | $ (2,167) | $ 577 | $ 728 | ||||||||
Reallocation of undistributed earnings as a result of conversion of dilutive securities | 1 | 1 | |||||||||
Net income (loss) adjusted for allocation of undistributed earnings and effect of contracts that may be settled in cash or shares | $ (26,025) | $ 7,173 | $ 9,053 | ||||||||
Conversion of Class B to Class A common shares outstanding | 3,157 | 3,162 | 3,166 | ||||||||
Unexercised stock options | 112 | 142 | |||||||||
Number of shares used in per share computation | 37,921 | 39,386 | 39,502 | ||||||||
Diluted net income (loss) attributable to GCI common stockholders per common share | $ (0.24) | $ 0.44 | $ (0.41) | $ (0.49) | $ (0.24) | $ 0.24 | $ 0.14 | $ 0.03 | $ (0.69) | $ 0.18 | $ 0.23 |
Class B Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net income (loss) available to common stockholders | $ (2,167) | $ 577 | $ 728 | ||||||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | 0 | 0 | ||||||||
Undistributed income (loss) allocable to common stockholders | $ (2,167) | $ 577 | $ 728 | ||||||||
Weighted average common shares outstanding | 3,157 | 3,162 | 3,166 | ||||||||
Basic net income (loss) attributable to GCI common stockholders per common share | $ (0.69) | $ 0.18 | $ 0.23 | ||||||||
Reallocation Of Undistributed Earnings As Result Of Conversion Of Shares | $ 0 | $ 0 | $ 0 | ||||||||
Reallocation of undistributed earnings as a result of conversion of dilutive securities | (2) | (3) | |||||||||
Net income (loss) adjusted for allocation of undistributed earnings and effect of contracts that may be settled in cash or shares | $ (2,167) | $ 575 | $ 725 | ||||||||
Conversion of Class B to Class A common shares outstanding | 0 | 0 | 0 | ||||||||
Unexercised stock options | 0 | 0 | |||||||||
Number of shares used in per share computation | 3,157 | 3,162 | 3,166 | ||||||||
Diluted net income (loss) attributable to GCI common stockholders per common share | $ (0.69) | $ 0.18 | $ 0.23 |
Business and Summary of Signi40
Business and Summary of Significant Accounting Principles (Weighted Average Shares Outstanding Which Are Anti-Dilutive) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares associated with anti-dilutive | 858 | 55 | 176 |
Stock Appreciation Rights (SARs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares associated with anti-dilutive | 724 | 0 | 0 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares associated with anti-dilutive | 108 | 29 | 86 |
Stock Compensation Plan [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares associated with anti-dilutive | 26 | 26 | 90 |
Business and Summary of Signi41
Business and Summary of Significant Accounting Principles (Changes in Issued Common Stock) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class A Common Stock | |||
Common Stock [Roll Forward] | |||
Balance, Beginning | 37,998 | 37,299 | 38,534 |
Class B shares converted to Class A | 5 | 6 | 4 |
Shares issued upon stock option exercises | 219 | 51 | 87 |
Share awards issued | 688 | 1,267 | 680 |
Shares repurchased and retired | (2,983) | (429) | (1,822) |
Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired | (334) | (196) | (147) |
Other | (37) | ||
Balance, Ending | 35,593 | 37,998 | 37,299 |
Class B Common Stock | |||
Common Stock [Roll Forward] | |||
Balance, Beginning | 3,159 | 3,165 | 3,169 |
Class B shares converted to Class A | (5) | (6) | (4) |
Shares issued upon stock option exercises | 0 | 0 | 0 |
Share awards issued | 0 | 0 | 0 |
Shares repurchased and retired | 0 | 0 | 0 |
Shares acquired to settle minimum statutory tax withholding requirements and subsequently retired | 0 | 0 | 0 |
Other | 0 | ||
Balance, Ending | 3,154 | 3,159 | 3,165 |
Business and Summary of Signi42
Business and Summary of Significant Accounting Principles (Depreciation) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Technology Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Technology Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 20 years |
Fiber optic cable systems | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
Fiber optic cable systems | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 25 years |
Cable transmission equipment and distribution facilities | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Cable transmission equipment and distribution facilities | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 30 years |
Support equipment and systems | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Support equipment and systems | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 20 years |
Transportation Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Transportation Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 13 years |
Assets Held under Capital Leases | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 12 years |
Assets Held under Capital Leases | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 20 years |
Building | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 25 years |
Customer premise equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 2 years |
Customer premise equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 20 years |
Studio equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Studio equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
Business and Summary of Signi43
Business and Summary of Significant Accounting Principles (Asset Retirement Obligation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance, beginning | $ 31,940 | $ 26,802 | |
Liability incurred | 2,048 | 4,268 | $ 5,292 |
Accretion expense | 1,121 | 1,249 | 77 |
Revision in estimate | (355) | ||
Liability settled | (49) | (24) | |
Balance, ending | $ 35,060 | $ 31,940 | $ 26,802 |
Business and Summary of Signi44
Business and Summary of Significant Accounting Principles (Surcharges Reported Gross) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Surcharges reported gross | $ 5,058 | $ 4,252 | $ 4,644 |
Consolidated Statements of Ca45
Consolidated Statements of Cash Flows Supplemental Disclosures (Changes in operating assets and liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | |||
(Increase) decrease in accounts receivable, net | $ (4,230) | $ 15,357 | $ (68,360) |
(Increase) decrease in prepaid expenses | (632) | (4,454) | 672 |
(Increase) decrease in inventories | 5,710 | (6,631) | 1,751 |
Decrease in other current assets | 24 | 88 | 1,448 |
Increase in other assets | (11,491) | (878) | (1,459) |
Increase (decrease) in accounts payable | (5,579) | (4,648) | 15,334 |
Increase in deferred revenues | 1,743 | 1,728 | 2,368 |
Increase (decrease) in accrued payroll and payroll related obligations | (1,469) | 2,997 | 10,263 |
Increase (decrease) in accrued liabilities | 8,192 | (242) | (883) |
Increase (decrease) in accrued interest | 7,001 | (434) | 302 |
Decrease in subscriber deposits | (448) | (114) | (40) |
Decrease in long-term deferred revenue | (8,561) | (4,163) | (3,554) |
Increase (decrease) in components of other long-term liabilities | 1,305 | 1,714 | (20) |
Total change in operating assets and liabilities | $ (8,435) | $ 320 | $ (42,178) |
Consolidated Statements of Ca46
Consolidated Statements of Cash Flows Supplemental Disclosures (Net cash paid or received) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest paid, net of amounts capitalized | $ 76,796 | $ 74,618 | $ 71,749 |
Consolidated Statements of Ca47
Consolidated Statements of Cash Flows Supplemental Disclosures ( Non-cash investing and financing activities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | |||
Non-cash additions for purchases of property and equipment | $ 26,799 | $ 42,958 | $ 17,230 |
Non-cash consideration for Wireless Acquisition | 23,326 | 0 | 0 |
Asset retirement obligation additions to property and equipment | 2,048 | 4,268 | 5,292 |
Net capital lease obligation | 0 | 9,386 | 0 |
Distribution to non-controlling interest | 0 | 4,167 | 4,167 |
Deferred compensation distribution denominated in shares | 0 | 617 | 621 |
Net assets acquired with equity in AWN (see Note 1(d)) | $ 0 | $ 0 | $ 267,642 |
Receivables and Allowance for48
Receivables and Allowance for Doubtful Receivables (Narrative) (Details) - USF Program - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenue support from regulatory agency, percentage | 19.00% | 19.00% | 18.00% |
Receivables net current | $ 98.1 | $ 109.6 |
Receivables and Allowance for49
Receivables and Allowance for Doubtful Receivables (Receivables by Type) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | $ 208,384 | $ 212,441 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | 205,645 | 209,811 |
Employee Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | 1,271 | 801 |
Other Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | $ 1,468 | $ 1,829 |
Receivables and Allowance for50
Receivables and Allowance for Doubtful Receivables (Allowance for Doubtful Receivables Rollforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 4,542 | $ 2,346 | $ 3,215 |
Charged to costs and expenses | 6,359 | 3,994 | 2,370 |
Charged to other accounts | 0 | 0 | (446) |
Write-offs net of recoveries | 7,271 | 1,798 | 2,793 |
Balance at end of year | $ 3,630 | $ 4,542 | $ 2,346 |
Net Property and Equipment (Det
Net Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,384,530 | $ 2,341,511 |
Less accumulated depreciation | 1,231,457 | 1,178,982 |
Less accumulated amortization | 58,692 | 50,047 |
Net property and equipment | 1,094,381 | 1,112,482 |
Property and equipment under capital leases | 112,495 | 112,495 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 108,145 | 100,038 |
Telephony transmission equipment and distribution facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,215,796 | 1,189,470 |
Cable transmission equipment and distribution facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 218,259 | 193,832 |
Studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 15,171 | 14,396 |
Support equipment and systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 251,302 | 270,629 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 17,398 | 15,667 |
Customer premise equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 155,971 | 153,039 |
Fiber optic cable systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 309,217 | 305,200 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 93,271 | $ 99,240 |
Intangible Assets and Goodwil52
Intangible Assets and Goodwill (Narratives) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 14 years 5 months |
Intangible Assets and Goodwil53
Intangible Assets and Goodwill (Finite Lived) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 111,011 | $ 104,975 | |
Less accumulated amortization | 41,721 | 38,960 | |
Net other intangible assets | 69,290 | 66,015 | $ 71,435 |
Software License Fee | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 63,760 | 52,683 | |
Rights to Use | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 44,937 | 48,283 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 1,530 | 3,226 | |
Right Of Way | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 784 | $ 783 |
Intangible Assets and Goodwil54
Intangible Assets and Goodwill (Rollforward) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | |||
Goodwill beginning balance | $ 229,560 | $ 219,041 | |
Goodwill ending balance | 239,263 | 229,560 | $ 219,041 |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Balance | 66,015 | 71,435 | |
Asset additions | 15,023 | 11,593 | |
Software impairment | (1,306) | ||
Amortization expense | (10,442) | (9,715) | (7,044) |
Ending Balance | 69,290 | 66,015 | 71,435 |
Wireless | |||
Goodwill [Roll Forward] | |||
Goodwill beginning balance | 164,312 | 155,445 | |
Goodwill ending balance | 164,312 | 164,312 | 155,445 |
Wireless | ACS | |||
Goodwill [Roll Forward] | |||
Goodwill acquired during period | 8,866 | ||
Finite-lived Intangible Assets [Roll Forward] | |||
Purchase price adjustment | (7,298) | ||
Wireline | |||
Goodwill [Roll Forward] | |||
Goodwill beginning balance | 65,248 | 63,596 | |
Goodwill acquired during period | 9,703 | 1,653 | |
Goodwill ending balance | $ 74,951 | $ 65,248 | $ 63,596 |
Intangible Assets and Goodwil55
Intangible Assets and Goodwill (Amortization expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 10,442 | $ 9,715 | $ 7,044 |
Intangible Assets and Goodwil56
Intangible Assets and Goodwill (5 year Future Amortization ) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | $ 9,841 |
2,017 | 7,508 |
2,018 | 5,573 |
2,019 | 4,241 |
2,020 | $ 3,232 |
Long Term Debt (Schedule of Lon
Long Term Debt (Schedule of Long Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Feb. 02, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 1,372,113 | $ 1,038,796 | ||
Less current portion of long-term debt | 3,342 | 622 | ||
Long-term debt, net | 1,344,764 | 1,036,056 | ||
Senior Credit Facility | Medium-term Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [1] | 512,937 | 279,000 | |
2025 Notes | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [2] | 450,000 | 0 | |
Less unamortized discount | 3,817 | |||
2021 Notes | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [3] | 325,000 | 325,000 | |
Searchlight ALX, LP Promissory Note [Member] | Unsecured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [4] | 75,000 | 0 | |
Less unamortized discount | 20,190 | $ 21,700 | ||
Wells Fargo Note | Notes Payable to Banks | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [5] | 9,176 | 9,767 | |
2019 Notes | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [2] | 0 | 425,000 | |
Less unamortized discount | 2,118 | |||
Rural Utilities Service (RUS) debt | Notes Payable to Banks | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [6] | $ 0 | $ 29 | |
[1] | =5.53.00%>=5.0 but =4.5 but =4.0 but " id="sjs-B31" xml:space="preserve">On February 2, 2015, GCI Holdings, Inc. ("GCI Holdings"), our wholly owned subsidiary, entered into a Fourth Amended and Restated Credit and Guarantee Agreement with MUFG Union Bank, N.A., Suntrust Bank, Bank of America, N.A., as documentation agent, and Credit Agricole Corporate and Investment Bank, as administrative agent ("Senior Credit Facility"). The Senior Credit Facility provides a $275.0 million Term B loan, up to $240.0 million in delayed draw term loans and a $150.0 million revolving credit facility. The Senior Credit Facility was subsequently amended on August 3, 2015 ("First Amendment").Under the Senior Credit Facility and First Amendment, the interest rate for the Term B loan is London Interbank Offered Rate ("LIBOR") plus 3.25%, with a 0.75% LIBOR floor. The interest rate on our delayed draw term loans and revolving credit facility is LIBOR plus the following Applicable Margin set forth opposite each applicable Total Leverage Ratio below.Total Leverage Ratio (as defined)Applicable Margin>=5.53.00%>=5.0 but =4.5 but =4.0 but | |||
[2] | On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105%. We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”).At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption.At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption:If redeemed during the twelve month period commencing April 15 of the year indicated:Redemption Price2020103.438%2021102.292%2022101.146%2023 and thereafter100.000%The 2025 Notes mature on April 15, 2025. Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee.We are not required to make mandatory sinking fund payments with respect to the 2025 Notes.Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness.The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture.At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable.We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015. Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount.We were in compliance with all 2025 Notes loan covenants at December 31, 2015. | |||
[3] | We pay interest of 6.75% on notes that are due in 2021 ("2021 Notes"). The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 2025 Notes, and senior in right of payment to all future subordinated indebtedness.The 2021 Notes are not redeemable prior to June 1, 2016. At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption:If redeemed during the twelve month period commencing June 1 of the year indicated:Redemption Price2016103.375%2017102.250%2018101.125%2019 and thereafter100.000%The 2021 Notes mature on June 1, 2021. Semi-annual interest payments are payable on June 1 and December 1.The 2021 Notes were issued pursuant to an Indenture, dated as of May 20, 2011, between us and Union Bank, N.A., as trustee.We are not required to make mandatory sinking fund payments with respect to the 2021 Notes. Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or any part (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portion thereof would not be at least $2,000) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.The terms of the Indenture include customary affirmative and negative covenants and customary events of default. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 25% in aggregate principal amount of the 2021 Notes may, among other options, declare the 2021 Notes immediately due and payable.We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2021 Notes.We were in compliance with all 2021 Notes loan covenants at December 31, 2015. | |||
[4] | On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information.In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00. We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights.We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. | |||
[5] | GCI Holdings, entered into a $10.0 million loan agreement with Wells Fargo Bank on June 30, 2014 to finance the purchase of a building. The note matures on July 15, 2029 and is due in monthly installments of principal and interest. The interest rate is variable at one month LIBOR plus 2.25%. The note is subject to similar affirmative and negative covenants as our Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the purchased building. In connection with the note issuance, we paid loan fees of $0.1 million that were deferred and are being amortized over the life of the note. | |||
[6] | UUI, our wholly owned subsidiary, has entered into various loans with the RUS. We repaid substantially all amounts owed to the RUS in 2014 and the remainder of amounts owed in 2015. |
Long Term Debt (Narratives) (De
Long Term Debt (Narratives) (Details) | Aug. 03, 2015 | Apr. 01, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Feb. 02, 2015USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | ||||||||
Total leverage ratio | 5.95 | |||||||
Senior leverage ratio | 3 | |||||||
Interest coverage ratio | 2.50 | |||||||
Debt issuance costs | $ 13,979,000 | $ 84,000 | $ 2,990,000 | |||||
Long-term debt, gross | 1,372,113,000 | 1,038,796,000 | ||||||
Letters of credit outstanding | 22,500,000 | |||||||
Remaining borrowing capacity | 127,500,000 | |||||||
Loss on extinguishment of debt | 27,700,000 | 0 | 103,000 | |||||
Payment of bond call premium | 20,244,000 | 0 | $ 0 | |||||
Stock Appreciation Rights (SARs) | Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock appreciation rights | shares | 3,000,000 | |||||||
Exercise price of rights | $ / shares | $ 13 | |||||||
Searchlight ALX, LP Promissory Note [Member] | Stock Appreciation Rights (SARs) | Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock appreciation rights | shares | 3,000,000 | |||||||
Exercise price of rights | $ / shares | $ 13 | |||||||
Medium-term Notes [Member] | Senior Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan fees and other expenses | 300,000 | |||||||
Debt issuance costs | 6,200,000 | |||||||
Long-term debt, gross | [1] | 512,937,000 | 279,000,000 | |||||
Medium-term Notes [Member] | Senior Credit Facility | Term B Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 275,000,000 | |||||||
Required principal payment percentage | 0.25% | |||||||
Long-term debt, gross | 272,900,000 | |||||||
Medium-term Notes [Member] | Senior Credit Facility | Term B Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
LIBOR floor | 0.0075 | |||||||
Medium-term Notes [Member] | Senior Credit Facility | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 240,000,000 | |||||||
Long-term debt, gross | 240,000,000 | |||||||
Medium-term Notes [Member] | Senior Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 150,000,000 | |||||||
Long-term debt, gross | 0 | |||||||
Senior Notes [Member] | 2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 450,000,000 | |||||||
Debt issuance costs | $ 7,900,000 | |||||||
Long-term debt, gross | [2] | $ 450,000,000 | 0 | |||||
Stated percentage | 6.875% | 6.875% | ||||||
Issuance price, percent | 99.105% | |||||||
Redemption price, percentage | 100.00% | |||||||
Maturity date | Apr. 15, 2025 | |||||||
Frequency of periodic payment | Semi-annual interest payments | |||||||
Percentage of principal amount if default | 30.00% | |||||||
Unamortized discount | $ 3,817,000 | |||||||
Senior Notes [Member] | 2025 Notes | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal | 1 | |||||||
Senior Notes [Member] | 2025 Notes | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal | 1.01 | |||||||
Senior Notes [Member] | 2019 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | [2] | 0 | 425,000,000 | |||||
Repayments of Debt | $ 425,000,000 | |||||||
Loss on extinguishment of debt | (27,700,000) | |||||||
Payment of bond call premium | 20,200,000 | |||||||
Unamortized deferred loan costs | 5,400,000 | |||||||
Write off of deferred debt discount | 2,100,000 | |||||||
Unamortized discount | 2,118,000 | |||||||
Senior Notes [Member] | 2021 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 3,600,000 | |||||||
Long-term debt, gross | [3] | $ 325,000,000 | 325,000,000 | |||||
Stated percentage | 6.75% | 6.75% | ||||||
Maturity date | Jun. 1, 2021 | |||||||
Frequency of periodic payment | Semi-annual interest payments | |||||||
Percentage of principal amount if default | 25.00% | |||||||
Earliest call date | Jun. 1, 2016 | |||||||
Senior Notes [Member] | 2021 Notes | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal | 1 | |||||||
Amount eligible for purchase | $ 1,000 | |||||||
Senior Notes [Member] | 2021 Notes | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal | 1.01 | |||||||
Amount eligible for purchase | $ 2,000 | |||||||
Unsecured Debt [Member] | Searchlight ALX, LP Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 75,000,000 | |||||||
Long-term debt, gross | [4] | 75,000,000 | 0 | |||||
Stated percentage | 7.50% | |||||||
Issuance price, percent | 100.00% | |||||||
Unamortized discount | 20,190,000 | $ 21,700,000 | ||||||
Notes Payable to Banks | Wells Fargo Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt | $ 10,000,000 | |||||||
Debt issuance costs | $ 100,000 | |||||||
Long-term debt, gross | [5] | $ 9,176,000 | $ 9,767,000 | |||||
Notes Payable to Banks | Wells Fargo Note | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
[1] | =5.53.00%>=5.0 but =4.5 but =4.0 but " id="sjs-B102" xml:space="preserve">On February 2, 2015, GCI Holdings, Inc. ("GCI Holdings"), our wholly owned subsidiary, entered into a Fourth Amended and Restated Credit and Guarantee Agreement with MUFG Union Bank, N.A., Suntrust Bank, Bank of America, N.A., as documentation agent, and Credit Agricole Corporate and Investment Bank, as administrative agent ("Senior Credit Facility"). The Senior Credit Facility provides a $275.0 million Term B loan, up to $240.0 million in delayed draw term loans and a $150.0 million revolving credit facility. The Senior Credit Facility was subsequently amended on August 3, 2015 ("First Amendment").Under the Senior Credit Facility and First Amendment, the interest rate for the Term B loan is London Interbank Offered Rate ("LIBOR") plus 3.25%, with a 0.75% LIBOR floor. The interest rate on our delayed draw term loans and revolving credit facility is LIBOR plus the following Applicable Margin set forth opposite each applicable Total Leverage Ratio below.Total Leverage Ratio (as defined)Applicable Margin>=5.53.00%>=5.0 but =4.5 but =4.0 but | |||||||
[2] | On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105%. We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”).At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption.At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption:If redeemed during the twelve month period commencing April 15 of the year indicated:Redemption Price2020103.438%2021102.292%2022101.146%2023 and thereafter100.000%The 2025 Notes mature on April 15, 2025. Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee.We are not required to make mandatory sinking fund payments with respect to the 2025 Notes.Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness.The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture.At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable.We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015. Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount.We were in compliance with all 2025 Notes loan covenants at December 31, 2015. | |||||||
[3] | We pay interest of 6.75% on notes that are due in 2021 ("2021 Notes"). The 2021 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 2025 Notes, and senior in right of payment to all future subordinated indebtedness.The 2021 Notes are not redeemable prior to June 1, 2016. At any time on or after June 1, 2016, the 2021 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption:If redeemed during the twelve month period commencing June 1 of the year indicated:Redemption Price2016103.375%2017102.250%2018101.125%2019 and thereafter100.000%The 2021 Notes mature on June 1, 2021. Semi-annual interest payments are payable on June 1 and December 1.The 2021 Notes were issued pursuant to an Indenture, dated as of May 20, 2011, between us and Union Bank, N.A., as trustee.We are not required to make mandatory sinking fund payments with respect to the 2021 Notes. Upon the occurrence of a change of control, each holder of the 2021 Notes will have the right to require us to purchase all or any part (equal to $1,000 or an integral multiple thereof, except that no 2021 Note will be purchased in part if the remaining portion thereof would not be at least $2,000) of such holder’s 2021 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2021 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2021 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.The terms of the Indenture include customary affirmative and negative covenants and customary events of default. At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 25% in aggregate principal amount of the 2021 Notes may, among other options, declare the 2021 Notes immediately due and payable.We paid closing costs totaling $3.6 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2021 Notes.We were in compliance with all 2021 Notes loan covenants at December 31, 2015. | |||||||
[4] | On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information.In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00. We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights.We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. | |||||||
[5] | GCI Holdings, entered into a $10.0 million loan agreement with Wells Fargo Bank on June 30, 2014 to finance the purchase of a building. The note matures on July 15, 2029 and is due in monthly installments of principal and interest. The interest rate is variable at one month LIBOR plus 2.25%. The note is subject to similar affirmative and negative covenants as our Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the purchased building. In connection with the note issuance, we paid loan fees of $0.1 million that were deferred and are being amortized over the life of the note. |
Long Term Debt (Schedule of L59
Long Term Debt (Schedule of Long Term Debt Applicable Margin) (Details) - London Interbank Offered Rate (LIBOR) - Medium-term Notes [Member] - Senior Credit Facility | Aug. 03, 2015 |
Greater than or equal to 5.5 | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.00% |
Greater than or equal to 5.0 but less than 5.5 | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.75% |
Greater than or equal to 4.5 but less than 5.0 | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Greater than or equal to 4.0 but less than 4.5 | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Less than 4.0 | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.00% |
Long Term Debt (Schedule of Red
Long Term Debt (Schedule of Redemption Prices) (Details) - Senior Notes [Member] | Apr. 01, 2015 | Dec. 31, 2015 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 100.00% | |
2025 Notes | Redemption period one | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 103.438% | |
2025 Notes | Redemption period two | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 102.292% | |
2025 Notes | Redemption period three | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 101.146% | |
2025 Notes | Redemption period four | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 100.00% | |
2021 Notes | Redemption period one | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 103.375% | |
2021 Notes | Redemption period two | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 102.25% | |
2021 Notes | Redemption period three | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 101.125% | |
2021 Notes | Redemption period four | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 100.00% |
Long Term Debt (Schedule of L61
Long Term Debt (Schedule of Long Term Debt Payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Feb. 02, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
2,016 | $ 3,342 | |||
2,017 | 3,358 | |||
2,018 | 243,374 | |||
2,019 | 3,391 | |||
2,020 | 3,407 | |||
2021 and thereafter | 1,115,241 | |||
Long-term debt, gross | 1,372,113 | $ 1,038,796 | ||
Less current portion of long-term debt | 3,342 | 622 | ||
Long-term debt, net | 1,344,764 | 1,036,056 | ||
Unsecured Debt [Member] | Searchlight ALX, LP Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [1] | 75,000 | 0 | |
Less unamortized discount | 20,190 | $ 21,700 | ||
Senior Notes [Member] | 2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | [2] | 450,000 | $ 0 | |
Less unamortized discount | $ 3,817 | |||
[1] | On February 2, 2015, we sold an unsecured promissory note to an affiliate of Searchlight Capital, L.P. ("Searchlight") in the principal amount of $75.0 million at an issue price of 100% that will mature on February 2, 2023 and bears interest at a rate of 7.5% per year ("Searchlight Note"). We may not prepay the Searchlight Note prior to February 2, 2019. Searchlight became a related party as of February 2, 2015, see Note 11 of this Form 10-K for additional information.In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of GCI Class A common stock on the date of exercise over the price of $13.00. We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that will be amortized over the term of the note using the effective interest method. See Note 8 of this Form 10-K for additional information on the stock appreciation rights.We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized. | |||
[2] | On April 1, 2015 (“Closing Date”), GCI, Inc. completed an offering of $450.0 million in aggregate principal amount of 6.875% Senior Notes due 2025 (“2025 Notes”) at an issue price of 99.105%. We used the net proceeds from this offering to repay and retire all $425.0 million of our outstanding senior unsecured notes due 2019 (“2019 Notes”).At any time before April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus a premium calculated as defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption.At any time on or after April 15, 2020, the 2025 Notes are redeemable at our option, in whole or in part, on not less than thirty nor more than sixty days’ notice, at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest (if any) to the date of redemption:If redeemed during the twelve month period commencing April 15 of the year indicated:Redemption Price2020103.438%2021102.292%2022101.146%2023 and thereafter100.000%The 2025 Notes mature on April 15, 2025. Semi-annual interest payments are payable on April 15 and October 15. The 2025 Notes were issued pursuant to an Indenture, dated as of April 1, 2015, between us and MUFG Union Bank, N.A., as trustee.We are not required to make mandatory sinking fund payments with respect to the 2025 Notes.Upon the occurrence of a change of control, each holder of the 2025 Notes will have the right to require us to purchase all or any part of such holder’s 2025 Notes at a purchase price equal to 101% of the principal amount of such 2021 Notes, plus accrued and unpaid interest on such 2025 Notes, if any. If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the 2025 Notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.The 2025 Notes are senior unsecured obligations which rank equally in right of payment with our existing and future senior unsecured debt, including our 6.75% Senior Notes due 2021, and senior in right of payment to all future subordinated indebtedness.The covenants in the indenture restrict GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. These covenants are subject to a number of limitations and exceptions, as further described in the 2025 Notes indenture.At any time after the occurrence and during the continuation of an event of default under the Indenture, the trustee or holders of not less than 30% in aggregate principal amount of the 2025 Notes may, among other options, declare the 2025 Notes immediately due and payable.We paid closing costs totaling $7.9 million in connection with the offering, which were recorded as deferred loan costs and are being amortized over the term of the 2025 Notes. We recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015. Included in the loss was $20.2 million in call premium payments to redeem our 2019 Notes, $5.4 million in unamortized 2019 Notes deferred loan costs, and $2.1 million for the unamortized portion of the 2019 Notes original issue discount.We were in compliance with all 2025 Notes loan covenants at December 31, 2015. |
Income Taxes (Narratives) (Deta
Income Taxes (Narratives) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense | $ 1,847,000 | $ (10,029,000) | $ (10,957,000) |
Federal statutory income tax rate | 35.00% | ||
Unrecognized tax benefits | $ 0 | 0 | 0 |
Income tax interest expense | 0 | 0 | 0 |
Income tax penalties expense | 0 | $ 0 | $ 0 |
Cumulative excess tax benefits, share based compensation expense, not recognize | 3,400,000 | ||
Alternative Minimum Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward, amount | 1,700,000 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 340,471,000 |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income tax expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax (expense) benefit: | |||
Federal taxes | $ 1,360 | $ (9,081) | $ (9,267) |
State taxes | 487 | (948) | (1,690) |
Income Tax Expense (Benefit), Total | $ 1,847 | $ (10,029) | $ (10,957) |
Income Taxes (Statutory tax rat
Income Taxes (Statutory tax rate impact on Income tax expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
“Expected” statutory tax (expense) benefit | $ 9,699 | $ (24,246) | $ (14,939) |
Nondeductible unrealized loss on derivative instrument with related party | (4,566) | 0 | |
Nondeductible officer compensation | (1,906) | (1,351) | (824) |
Nondeductible entertainment expenses | (1,059) | (1,125) | (1,045) |
Nondeductible lobbying expenses | (442) | (425) | (369) |
State income taxes, net of federal (expense) benefit | 487 | (948) | (1,690) |
Impact of non-controlling interest attributable to non-tax paying entity | 220 | 18,255 | 7,977 |
Other, net | (586) | (189) | (67) |
Income Tax Expense (Benefit), Total | $ 1,847 | $ (10,029) | $ (10,957) |
Income Taxes (Tax effects of te
Income Taxes (Tax effects of temporary differences) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 139,238 | $ 131,938 |
Deferred revenue for financial reporting purposes | 41,151 | 36,077 |
Asset retirement obligations in excess of amounts recognized for tax purposes | 14,338 | 6,660 |
Compensated absences accrued for financial reporting purposes | 3,339 | 3,117 |
Share-based compensation expense for financial reporting purposes in excess of amounts recognized for tax purposes | 2,773 | 1,458 |
Accounts receivable, principally due to allowance for doubtful receivables | 1,912 | 2,585 |
Workers compensation and self-insurance health reserves, principally due to accrual for financial reporting purposes | 1,795 | 2,043 |
Alternative minimum tax credits | 1,735 | 1,735 |
Deferred compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes | 1,603 | 1,374 |
Other | 13,144 | 5,866 |
Total deferred tax assets | 221,028 | 192,853 |
Deferred tax liabilities: | ||
Plant and equipment, principally due to differences in depreciation | 246,172 | 231,109 |
Intangible assets | 79,255 | 48,768 |
Flow-through entity deferred tax items | 0 | 44,728 |
Other | 1,746 | 0 |
Total deferred tax liabilities | 327,173 | 324,605 |
Net deferred tax liabilities | $ 106,145 | $ 131,752 |
Income Taxes (Summary of tax ne
Income Taxes (Summary of tax net operating loss carryforwards) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 340,471 |
Federal | 2020 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 34,958 |
Federal | 2021 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 29,614 |
Federal | 2022 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 14,081 |
Federal | 2023 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 3,968 |
Federal | 2024 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 722 |
Federal | 2025 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 737 |
Federal | 2026 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 150 |
Federal | 2027 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 1,010 |
Federal | 2028 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 39,879 |
Federal | 2029 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 48,370 |
Federal | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 110,933 |
Federal | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 5,031 |
Federal | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 39,133 |
Federal | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 11,885 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 331,711 |
State | 2020 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 34,301 |
State | 2021 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 28,987 |
State | 2022 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 13,788 |
State | 2023 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 3,903 |
State | 2024 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
State | 2025 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
State | 2026 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
State | 2027 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
State | 2028 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 39,715 |
State | 2029 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 47,558 |
State | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 109,376 |
State | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 4,927 |
State | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 37,866 |
State | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 11,290 |
Fair Value Measurements and D67
Fair Value Measurements and Derivative Instruments (Assets measured at fair value on a recurring basics) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (mutual funds) | $ 1,728 | $ 2,068 |
Derivative Liability | 32,820 | |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (mutual funds) | 1,728 | 2,068 |
Derivative Liability | 0 | |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (mutual funds) | 0 | 0 |
Derivative Liability | 0 | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (mutual funds) | 0 | $ 0 |
Derivative Liability | $ 32,820 |
Fair Value Measurements and D68
Fair Value Measurements and Derivative Instruments (Carrying amounts and fair value of the financial instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current and long-term debt | $ 1,348,106 | $ 1,036,678 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current and long-term debt | $ 1,390,743 | $ 1,055,952 | |
Senior Notes [Member] | 2021 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated percentage | 6.75% | 6.75% | |
Senior Notes [Member] | 2025 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated percentage | 6.875% | 6.875% |
Fair Value Measurements and D69
Fair Value Measurements and Derivative Instruments Fair Value Measurements and Derivative Instruments (Derivative Financial Instruments) (Details) - USD ($) | Feb. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Stock Appreciation Rights, Expiration Date | 8 years | ||
Fair Value Assumptions, Expected Volatility Rate | 40.00% | ||
Fair Value Assumptions, Risk Free Interest Rate | 2.10% | ||
Unsecured Debt [Member] | Searchlight ALX, LP Promissory Note [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Face amount of debt | $ 75,000,000 | ||
Stock Appreciation Rights (SARs) | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | $ 32,820,000 | $ 0 | |
Issuance | 21,660,000 | ||
Stock Appreciation Rights (SARs) | Other Nonoperating Income (Expense) [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustment at end of period, included in Other Income (Expense) | $ 11,160,000 | ||
Class A Common Stock | Stock Appreciation Rights (SARs) | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Rights outstanding | 3,000,000 | ||
Exercise price of rights | $ 13 | ||
Class A Common Stock | Stock Appreciation Rights (SARs) | Searchlight ALX, LP Promissory Note [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Rights outstanding | 3,000,000 | ||
Exercise price of rights | $ 13 | ||
Minimum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value Assumptions, Expected Term | 4 years | ||
Maximum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value Assumptions, Expected Term | 8 years |
Stockholders' Equity (Narrative
Stockholders' Equity (Narratives) (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)vote$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / shares | |
Share-Based Compensation | |||
Fair value assumptions, method used | The fair value of restricted stock awards is determined based on the number of shares granted and the quoted price of our common stock. | ||
Share-based compensation expense | $ 10.9 | $ 8.4 | $ 6.6 |
Unrecognized share-based compensation expense | 9.6 | ||
GCI 401(k) Plan | |||
Matching contributions | $ 9.8 | $ 9.1 | $ 8.2 |
Class A Common Stock | |||
Common Stock | |||
Common stock, voting rights, number of votes | vote | 1 | ||
Stock conversion ratio | 1 | ||
Class B Common Stock | |||
Common Stock | |||
Common stock, voting rights, number of votes | vote | 10 | ||
Restricted Stock | |||
Share-Based Compensation | |||
Weighted average period for recognition of unvested shares | 1 year 10 months 2 days | ||
Stock Options | |||
Share-Based Compensation | |||
Vesting period | 5 years | ||
Expiration period | 10 years | ||
Maximum | Restricted Stock | |||
Share-Based Compensation | |||
Vesting period | 3 years | ||
Stock Option Plan [Member] | Class A Common Stock | |||
Share-Based Compensation | |||
Number of shares authorized | shares | 15,700,000 | ||
Number of shares available for grant | shares | 2,100,000 | ||
Stock Option Plan [Member] | Restricted Stock | |||
Share-Based Compensation | |||
Granted (USD per share) | $ / shares | $ 15.06 | $ 10.04 | $ 8.30 |
Fair value of awards vesting | $ 17 | $ 8.5 | $ 5.5 |
Stock Option Plan [Member] | Stock Options | |||
Share-Based Compensation | |||
Intrinsic values of options exercised | $ 3.8 | $ 0.1 | $ 0.2 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Option activity under the Stock Option Plan) (Details) - Stock Option Plan [Member] - Stock Options $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Shares: | |
Outstanding, beginning | shares | 308 |
Exercised | shares | (286) |
Expired | shares | (3) |
Outstanding, ending | shares | 19 |
Exercisable | shares | 19 |
Weighted Average Exercise Price | |
Oustanding, beginning (USD per share) | $ / shares | $ 6.86 |
Exercised (USD per share) | $ / shares | 6.56 |
Expired (USD per share) | $ / shares | 7.51 |
Oustanding, ending (USD per share) | $ / shares | 11.35 |
Exercisable (USD per share) | $ / shares | $ 11.35 |
Outstanding, Weighted Average Contractual Term | 1 year |
Exercisable, Weighted Average Contractual Term | 1 year |
Outstanding, Aggregate Intrinsic Value | $ | $ 160 |
Exercisable, Aggregate Intrinsic Value | $ | $ 160 |
Stockholders' Equity (Summary72
Stockholders' Equity (Summary of nonvested restricted stock award activity) (Details) - Stock Option Plan [Member] - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Nonvested, Beginning | 1,744 | ||
Granted | 688 | ||
Vested | (930) | ||
Forfeited | (7) | ||
Nonvested, Ending | 1,495 | 1,744 | |
Weighted Average Grant Date Fair Value | |||
Nonvested, Beginning (USD per share) | $ 9.11 | ||
Granted (USD per share) | 15.06 | $ 10.04 | $ 8.30 |
Vested (USD per share) | 18.29 | ||
Forfeited (USD per share) | 12.65 | ||
Nonvested, Ending (USD per share) | $ 11.08 | $ 9.11 |
Industry Segments Data (Narrati
Industry Segments Data (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)customer | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Percentage of long-lived assets not in US | 82.00% | ||
Revenues | $ 978,534 | $ 910,198 | $ 811,648 |
Number of Major Customers | customer | 0 | ||
Wireless | |||
Segment Reporting Information [Line Items] | |||
Equipment subsidy | 7,700 | 17,300 | $ 12,200 |
Revenues | 267,676 | 269,977 | $ 197,218 |
Wireless and Wireline | Customer Concentration Risk | Sales Revenue, Net | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 130,800 | $ 108,300 | |
Concentration Risk, Percentage | 13.00% | 12.00% |
Industry Segments Data (Reporta
Industry Segments Data (Reportable segment) (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 978,534 | $ 910,198 | $ 811,648 | |
Cost of Goods Sold | 322,338 | 302,704 | 280,462 | |
Contribution | 656,196 | 607,494 | 531,186 | |
Less SG&A | (338,379) | (293,647) | (271,065) | |
Plus share-based compensation expense | 10,902 | 8,392 | 6,638 | |
Plus accretion expense | 1,121 | 1,249 | 77 | |
Other | 511 | (372) | 447 | |
Adjusted EBITDA | 330,351 | 323,116 | 267,283 | |
Capital expenditures | $ 746 | 176,235 | 176,109 | 180,554 |
Goodwill | 239,263 | 229,560 | 219,041 | |
Total assets | 1,982,308 | 2,002,378 | 1,972,054 | |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 267,676 | 269,977 | 197,218 | |
Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 351,196 | 288,014 | 274,805 | |
Business Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 209,975 | 225,963 | 222,814 | |
Managed Broadband | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 149,687 | 126,244 | 116,811 | |
Wireless | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 267,676 | 269,977 | 197,218 | |
Cost of Goods Sold | 70,899 | 90,920 | 68,086 | |
Contribution | 196,777 | 179,057 | 129,132 | |
Less SG&A | (18,137) | (21,631) | (20,030) | |
Plus share-based compensation expense | 0 | 0 | 0 | |
Plus accretion expense | 559 | 733 | 507 | |
Other | 0 | 0 | 0 | |
Adjusted EBITDA | 179,199 | 158,159 | 109,609 | |
Capital expenditures | 47,892 | 30,243 | 28,156 | |
Goodwill | 164,312 | 164,312 | 155,445 | |
Total assets | 594,250 | 625,417 | 624,740 | |
Wireless | Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 267,676 | 269,977 | 197,218 | |
Wireless | Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | |
Wireless | Business Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | |
Wireless | Managed Broadband | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | |
Wireline | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 710,858 | 640,221 | 614,430 | |
Cost of Goods Sold | 251,439 | 211,784 | 212,376 | |
Contribution | 459,419 | 428,437 | 402,054 | |
Less SG&A | (320,242) | (272,016) | (251,035) | |
Plus share-based compensation expense | 10,902 | 8,392 | 6,638 | |
Plus accretion expense | 562 | 516 | (430) | |
Other | 511 | (372) | 447 | |
Adjusted EBITDA | 151,152 | 164,957 | 157,674 | |
Capital expenditures | 128,343 | 145,866 | 152,398 | |
Goodwill | 74,951 | 65,248 | 63,596 | |
Total assets | 1,388,058 | 1,376,961 | 1,347,314 | |
Wireline | Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | |
Wireline | Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 351,196 | 288,014 | 274,805 | |
Wireline | Business Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 209,975 | 225,963 | 222,814 | |
Wireline | Managed Broadband | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 149,687 | $ 126,244 | $ 116,811 |
Industry Segments Data (Reconci
Industry Segments Data (Reconciliation of reportable segment adjusted EBITDA) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting [Abstract] | |||||||||||
Adjusted EBITDA | $ 330,351 | $ 323,116 | $ 267,283 | ||||||||
Less depreciation and amortization expense | (181,767) | (170,285) | (147,259) | ||||||||
Less software impairment charge | (29,839) | 0 | 0 | ||||||||
Less share-based compensation expense | (10,902) | (8,392) | (6,638) | ||||||||
Less accretion expense | (1,121) | (1,249) | (77) | ||||||||
Other | (511) | 372 | (447) | ||||||||
Operating income | $ 20,794 | $ 45,473 | $ 39,203 | $ 741 | $ 25,547 | $ 49,336 | $ 38,414 | $ 30,265 | 106,211 | 143,562 | 112,862 |
Less other expense, net | (133,924) | (74,289) | (70,178) | ||||||||
Income (loss) before income taxes | $ (27,713) | $ 69,273 | $ 42,684 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Jan. 01, 2001 | Feb. 02, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2001 | Apr. 30, 2008 | Dec. 31, 1991 |
Immediate Family Member of Management or Principal Owner [Member] | Property | |||||||
Related Party Transaction [Line Items] | |||||||
Capital lease obligations | $ 900,000 | ||||||
Immediate Family Member of Management or Principal Owner [Member] | Capital Lease Obligation Addition | |||||||
Related Party Transaction [Line Items] | |||||||
Capital lease obligations | $ 1,300,000 | ||||||
Chief Executive Officer [Member] | Second Aircraft | |||||||
Related Party Transaction [Line Items] | |||||||
Termination period on lease | 12 months | ||||||
Monthly lease payment | $ 132,000 | ||||||
Capital lease deposit | $ 1,500,000 | ||||||
Deposit termination period | 6 months | ||||||
ACS | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to related party | $ 6,200,000 | $ 25,100,000 | $ 62,900,000 | ||||
Receipts from Related Parties | $ 8,100,000 | $ 23,900,000 | $ 50,900,000 |
Variable Interest Entities (New
Variable Interest Entities (New Markets Tax Credit Entities) (Details) - Primary Beneficiary - USD ($) $ in Millions | Dec. 11, 2012 | Oct. 03, 2012 | Aug. 30, 2011 | Dec. 31, 2015 | Dec. 31, 2014 |
Variable Interest Entity [Line Items] | |||||
Tax credit percentage | 39.00% | ||||
Restricted cash | $ 1.1 | $ 1.1 | |||
Percentage of recapture | 100.00% | ||||
Recapture period | 7 years | ||||
Assets | $ 140.9 | 140.9 | |||
Liabilities | $ 104.2 | $ 104.2 | |||
NMTC 1 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support | $ 58.3 | ||||
Interest rate percent on financial support | 1.00% | ||||
NMTC 1 | Minimum | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate percent on financial support | 1.00% | ||||
NMTC 1 | Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate percent on financial support | 3.96% | ||||
NMTC 2 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support | $ 37.7 | ||||
Interest rate percent on financial support | 1.00% | ||||
NMTC 2 | Minimum | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate percent on financial support | 0.7099% | ||||
NMTC 2 | Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate percent on financial support | 0.7693% | ||||
NMTC 3 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support | $ 8.2 | ||||
Interest rate percent on financial support | 1.00% | ||||
NMTC 3 | Maximum | |||||
Variable Interest Entity [Line Items] | |||||
Interest rate percent on financial support | 1.35% | ||||
US Bancorp [Member] | NMTC 1 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support to other entity | $ 22.4 | ||||
US Bancorp [Member] | NMTC 2 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support to other entity | $ 17.5 | ||||
US Bancorp [Member] | NMTC 3 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support to other entity | $ 3.8 | ||||
CDE's | NMTC 1 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support to other entity | $ 76.8 | ||||
CDE's | NMTC 2 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support to other entity | $ 55.2 | ||||
CDE's | NMTC 3 | |||||
Variable Interest Entity [Line Items] | |||||
Financial support to other entity | $ 12 |
Variable Interest Entities Vari
Variable Interest Entities Variable Interest Entities (Equity Method Investment) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||
Impairment of equity method investment | $ 12,593,000 | $ 0 | $ 0 | ||
Next Generation Carrier-Class Communications Services Firm [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 40.80% | ||||
Equity Method Investments, Fair Value Disclosure | $ 0 | ||||
Other Current Assets [Member] | Next Generation Carrier-Class Communications Services Firm [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Notes Receivable, Related Parties, Current | $ 3,000,000 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Next Generation Carrier-Class Communications Services Firm [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Variable Interest Entity, Financial or Other Support, Amount | $ 3,000,000 |
Commitments and Contingencies79
Commitments and Contingencies (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | |
Operating Leases as Lessee | ||||
Rental costs | $ 51,500,000 | $ 43,800,000 | $ 46,500,000 | |
Capital Leases as Lessee | ||||
Capital lease term | 14 years | |||
Capital lease obligations | $ 98,600,000 | |||
Self-Insurance | ||||
Coverage limit per incident | 600,000 | |||
Self insurance reserve | 4,100,000 | 4,000,000 | ||
Workers compensation self insurance coverage limit per incident | 500,000 | |||
Workers compensation self insurance reserve | 3,600,000 | 3,800,000 | ||
Tribal Mobility Fund I Grant | ||||
Grant proceeds | 14,007,000 | $ 1,136,000 | $ 2,405,000 | |
FCC [Member] | ||||
Tribal Mobility Fund I Grant | ||||
Federal Grant Award | $ 41,400,000 | |||
Grant proceeds | 13,800,000 | |||
Grant awards | $ 27,600,000 |
Commitments and Contingencies80
Commitments and Contingencies (Summary of minimum future lease payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Operating | ||
2,016 | $ 45,585 | |
2,017 | 35,642 | |
2,018 | 28,822 | |
2,019 | 23,611 | |
2,020 | 20,134 | |
2021 and thereafter | 50,933 | |
Total minimum lease payments | 204,727 | |
Capital | ||
2,016 | 13,454 | |
2,017 | 13,433 | |
2,018 | 13,440 | |
2,019 | 13,450 | |
2,020 | 13,459 | |
2021 and thereafter | 19,752 | |
Total minimum lease payments | 86,988 | |
Less amount representing interest | 18,629 | |
Less current maturity of obligations under capital leases | 8,708 | |
Long-term obligations under capital leases, excluding current maturity | $ 59,651 | $ 68,356 |
Software Impairment Software 81
Software Impairment Software Impairment (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Software impairment charge | $ 29,839,000 | $ 0 | $ 0 |
Wireless, Internet, Video, Local Service, and Long Distance Customer Billing Systems [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fair Value of Future Capital Expenditures | 0 | ||
Software impairment charge | 20,700,000 | ||
Internally Developed Machine-To-Machine Billing System [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Software impairment charge | 7,100,000 | ||
User Management Software [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Software impairment charge | $ 1,000,000 |
Selected Quarterly Financial 82
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total revenues | $ 241,344 | $ 258,573 | $ 247,528 | $ 231,089 | $ 228,791 | $ 240,725 | $ 224,399 | $ 216,283 | $ 978,534 | $ 910,198 | $ 811,648 |
Operating income | 20,794 | 45,473 | 39,203 | 741 | 25,547 | 49,336 | 38,414 | 30,265 | 106,211 | 143,562 | 112,862 |
Net income (loss) | (8,879) | 17,495 | (15,757) | (18,725) | 5,796 | 25,847 | 16,840 | 10,761 | (25,866) | 59,244 | 31,727 |
Net income (loss) attributable to GCI | $ (8,760) | $ 17,631 | $ (15,627) | $ (19,269) | $ (9,425) | $ 9,915 | $ 5,927 | $ 1,140 | (26,025) | 7,557 | 9,406 |
Class A Common Stock | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income (loss) attributable to GCI | $ (23,858) | $ 6,980 | $ 8,678 | ||||||||
Basic net income (loss) attributable to General Communication, Inc. common stockholders per common share (USD per share) | $ (0.24) | $ 0.45 | $ (0.41) | $ (0.49) | $ (0.24) | $ 0.24 | $ 0.14 | $ 0.03 | $ (0.69) | $ 0.18 | $ 0.23 |
Diluted net income (loss) attributable to General Communication, Inc. common stockholders per common share (USD per share) | $ (0.24) | $ 0.44 | $ (0.41) | $ (0.49) | $ (0.24) | $ 0.24 | $ 0.14 | $ 0.03 | $ (0.69) | $ 0.18 | $ 0.23 |