Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 26, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 000-51446 | |
Entity Registrant Name | CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 02-0636095 | |
Entity Central Index Key | 0001304421 | |
Entity Address, Address Line One | 2116 South 17th Street | |
Entity Address, City or Town | Mattoon | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 61938 | |
City Area Code | 217 | |
Local Phone Number | 235-3311 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Title of 12(b) Security | Common Stock - $0.01 par value | |
Trading Symbol | CNSL | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 79,983,431 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net revenues | $ 324,766 | $ 325,662 |
Operating expense: | ||
Cost of services and products (exclusive of depreciation and amortization) | 143,979 | 137,755 |
Selling, general and administrative expenses | 66,850 | 67,817 |
Depreciation and amortization | 75,611 | 82,738 |
Income from operations | 38,326 | 37,352 |
Other income (expense): | ||
Interest expense, net of interest income | (48,415) | (32,095) |
Gain (loss) on extinguishment of debt | (11,980) | 234 |
Investment income | 9,556 | 10,579 |
Change in fair value of contingent payment rights | (57,588) | |
Other, net | 2,718 | 4,594 |
Income (loss) before income taxes | (67,383) | 20,664 |
Income tax expense (benefit) | (5,300) | 5,041 |
Net income (loss) | (62,083) | 15,623 |
Less: net income attributable to noncontrolling interest | 16 | 76 |
Net income (loss) attributable to common shareholders | $ (62,099) | $ 15,547 |
Net income (loss) per common share - basic and diluted | ||
Net income (loss) per basic and diluted common shares attributable to common shareholders | $ (0.80) | $ 0.22 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ (62,083) | $ 15,623 |
Pension and post-retirement obligations: | ||
Amortization of actuarial losses and prior service cost to earnings, net of tax | 162 | 336 |
Derivative instruments designated as cash flow hedges: | ||
Change in fair value of derivatives, net of tax | 313 | (11,944) |
Reclassification of realized loss to earnings, net of tax | 3,436 | 1,608 |
Comprehensive income (loss) | (58,172) | 5,623 |
Less: comprehensive income attributable to noncontrolling interest | 16 | 76 |
Total comprehensive income (loss) attributable to common shareholders | $ (58,188) | $ 5,547 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 325,142 | $ 155,561 |
Accounts receivable, net of allowance for credit losses | 125,677 | 137,646 |
Income tax receivable | 1,072 | 1,072 |
Prepaid expenses and other current assets | 48,574 | 46,382 |
Total current assets | 500,465 | 340,661 |
Property, plant and equipment, net | 1,772,678 | 1,760,152 |
Investments | 110,801 | 111,665 |
Goodwill | 1,035,274 | 1,035,274 |
Customer relationships, net | 103,522 | 113,418 |
Other intangible assets | 10,590 | 10,557 |
Other assets | 140,490 | 135,573 |
Total assets | 3,673,820 | 3,507,300 |
Current liabilities: | ||
Accounts payable | 27,174 | 25,283 |
Advance billings and customer deposits | 49,144 | 49,544 |
Accrued compensation | 64,971 | 74,957 |
Accrued interest | 41,439 | 21,194 |
Accrued expense | 86,978 | 81,931 |
Current portion of long-term debt and finance lease obligations | 5,018 | 17,561 |
Total current liabilities | 274,724 | 270,470 |
Long-term debt and finance lease obligations | 2,105,779 | 1,932,666 |
Deferred income taxes | 167,096 | 171,021 |
Pension and other post-retirement obligations | 291,273 | 300,373 |
Convertible security interest | 241,027 | 238,701 |
Contingent payment rights | 180,829 | 123,241 |
Other long-term liabilities | 80,586 | 81,600 |
Total liabilities | 3,341,314 | 3,118,072 |
Commitments and contingencies (Note 13) | ||
Shareholders' equity: | ||
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 79,983,431 and 79,227,607 shares outstanding as of March 31, 2021 and December 31, 2020, respectively | 800 | 792 |
Additional paid-in capital | 527,115 | 525,673 |
Accumulated deficit | (96,613) | (34,514) |
Accumulated other comprehensive loss, net | (105,507) | (109,418) |
Noncontrolling interest | 6,711 | 6,695 |
Total shareholders' equity | 332,506 | 389,228 |
Total liabilities and shareholders' equity | $ 3,673,820 | $ 3,507,300 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 79,983,431 | 79,227,607 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit)Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss, net | Non-controlling Interest | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2019 | $ 720 | $ 492,246 | $ (71,217) | $ (80,868) | $ 6,370 | $ 347,251 | ||
Balance (in shares) at Dec. 31, 2019 | 71,961 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Shares issued under employee plan, net of forfeitures | $ 11 | (11) | ||||||
Shares issued under employee plan, net of forfeitures (in shares) | 1,081 | |||||||
Non-cash, share-based compensation | 890 | 890 | ||||||
Other comprehensive income (loss) | (10,000) | (10,000) | ||||||
Net income (loss) | 15,547 | 76 | 15,623 | |||||
Balance (ASU 2016-13) at Mar. 31, 2020 | $ (105) | $ (105) | ||||||
Balance at Mar. 31, 2020 | $ 731 | 493,125 | (55,775) | (90,868) | 6,446 | 353,659 | ||
Balance (in shares) at Mar. 31, 2020 | 73,042 | |||||||
Balance at Dec. 31, 2020 | $ 792 | 525,673 | (34,514) | (109,418) | 6,695 | 389,228 | ||
Balance (in shares) at Dec. 31, 2020 | 79,228 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Shares issued under employee plan, net of forfeitures | $ 8 | (8) | ||||||
Shares issued under employee plan, net of forfeitures (in shares) | 755 | |||||||
Non-cash, share-based compensation | 1,450 | 1,450 | ||||||
Other comprehensive income (loss) | 3,911 | 3,911 | ||||||
Net income (loss) | (62,099) | 16 | (62,083) | |||||
Balance at Mar. 31, 2021 | $ 800 | $ 527,115 | $ (96,613) | $ (105,507) | $ 6,711 | $ 332,506 | ||
Balance (in shares) at Mar. 31, 2021 | 79,983 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (62,083) | $ 15,623 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 75,611 | 82,738 |
Cash distributions from wireless partnerships in excess of (less than) current earnings | 11 | (307) |
Pension and post-retirement contributions in excess of expense | (8,770) | (8,571) |
Stock-based compensation expense | 1,450 | 890 |
Amortization of deferred financing costs and discounts | 4,283 | 1,196 |
Loss (gain) on extinguishment of debt | 11,980 | (234) |
Loss on change in fair value of contingent payment rights | 57,588 | |
Other, net | 7,507 | (4,138) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 11,969 | 1,204 |
Income tax receivable | (5,305) | 5,024 |
Prepaid expenses and other assets | (3,992) | (1,826) |
Accounts payable | 1,891 | (11,034) |
Accrued expenses and other liabilities | 6,350 | 4,425 |
Net cash provided by operating activities | 98,490 | 84,990 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment, net | (75,960) | (42,389) |
Proceeds from sale of assets | 24 | 2,187 |
Proceeds from sale of investments | 1,198 | 426 |
Net cash used in investing activities | (74,738) | (39,776) |
Cash flows from financing activities: | ||
Proceeds from bond offering | 400,000 | |
Proceeds from issuance of long-term debt | 150,000 | 10,000 |
Payment of finance lease obligations | (1,598) | (2,674) |
Payment on long-term debt | (397,000) | (46,588) |
Retirement of senior notes | (4,208) | |
Payment of financing costs | (5,573) | |
Net cash provided by (used in) financing activities | 145,829 | (43,470) |
Change in cash and cash equivalents | 169,581 | 1,744 |
Cash and cash equivalents at beginning of period | 155,561 | 12,395 |
Cash and cash equivalents at end of period | $ 325,142 | $ 14,139 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business and Basis of Accounting Consolidated Communications Holdings, Inc. (the “Company,” “we,” “our” or “us”) is a holding company with operating subsidiaries (collectively “Consolidated”) that provide communication solutions to consumer, commercial and carrier customers across a 23-state service area. Leveraging our advanced fiber network spanning approximately 47,400 fiber route miles, we offer residential high-speed Internet, video, phone and home security services as well as multi-service residential and small business bundles. Our business product suite includes: data and Internet solutions, voice, data center services, security services, managed and IT services, and an expanded suite of cloud services. As of March 31, 2021, we had approximately 768,000 voice connections, 794,000 data connections and 74,000 video connections. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States (“US GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance. Management believes that the disclosures made are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year. The information presented in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes to the financial statements (“Notes”) thereto included in our 2020 Annual Report on Form 10-K filed with the SEC. Recent Developments Searchlight Investment On September 13, 2020, we entered into an investment agreement (the “Investment Agreement”) with an affiliate of Searchlight Capital Partners, L.P. (“Searchlight”). In connection with the Investment Agreement, affiliates of Searchlight have committed to invest up to an aggregate of $425.0 million in the Company and, assuming satisfaction of certain conditions set forth in the Investment Agreement will hold a combination of perpetual Series A preferred stock and up to approximately 35% of the Company’s outstanding common stock. For a more complete discussion of the transaction, refer to Note 4. COVID-19 We are closely monitoring the impact on our business of the current outbreak of a novel strain of coronavirus (“COVID-19”) and its variants. We are taking precautions to ensure the safety of our employees, customers and business partners, while assuring business continuity and reliable service and support to our customers. While we have not seen a significant adverse impact to our financial results from COVID-19 to date, if the pandemic continues to cause significant negative impacts to economic conditions, our results of operations, financial condition and liquidity could be materially and adversely impacted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted by the U.S. government as an emergency economic stimulus package that includes spending and tax breaks to strengthen the US economy and fund a nationwide effort to curtail the economic effects of COVID-19. The CARES Act included, among other things, the deferral of certain employer payroll tax payments and certain income tax law changes. In 2020, we deferred the payment of approximately $12.0 million for the employer portion of Social Security taxes otherwise due in 2020 will be deferred with 50% due by December 31, 2021 and the remaining 50% by December 31, 2022. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted and provides further economic relief to address the continued economic impact of COVID-19. These Acts are not expected to have a material impact on our consolidated financial statements and we will continue to monitor the impact of any effects from these Acts and other future legislation. Accounts Receivable and Allowance for Credit Losses Accounts receivable (“AR”) consists primarily of amounts due to the Company from normal business activities. We maintain an allowance for credit losses (“ACL”) based on our historical loss experience, current conditions and forecasted changes including but not limited to changes related to the economy, our industry and business. Uncollectible accounts are written-off (removed from AR and charged against the ACL) when internal collection efforts have been unsuccessful. Subsequently, if payment is received from the customer, the recovery is credited to the ACL. The following table summarizes the activity in ACL for the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, (In thousands) 2021 2020 Balance at beginning of year $ 9,136 $ 4,549 Cumulative adjustment upon adoption of ASU 2016-13 — 144 Provision charged to expense 2,246 2,083 Write-offs, less recoveries (1,760) (1,814) Balance at end of year $ 9,622 $ 4,962 Recent Accounting Pronouncements Effective January 1, 2021, we adopted ASU No. 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Effective January 1, 2021, we adopted ASU No. 2019-12 (“ASU 2019-12”), Income Taxes Income Taxes. In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04 (“ASU 2020-04”), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. . Reference Rate Reform (Topic 848): Scope |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
REVENUE | |
REVENUE | 2. REVENUE Nature of Contracts with Customers Our revenue contracts with customers may include a promise or promises to deliver goods such as equipment and/or services such as broadband, video or voice services. Promised goods and services are considered distinct as the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer and the Company’s promise to transfer a good or service to the customer is separately identifiable from other promises in the contract. The Company accounts for goods and services as separate performance obligations. Each service is considered a single performance obligation as it is providing a series of distinct services that are substantially the same and have the same pattern of transfer. The transaction price is determined at contract inception and reflects the amount of consideration to which we expect to be entitled in exchange for transferring a good or service to the customer. This amount is generally equal to the market price of the goods and/or services promised in the contract and may include promotional discounts. The transaction price excludes amounts collected on behalf of third parties such as sales taxes and regulatory fees. Conversely, nonrefundable upfront fees, such as service activation and set-up fees, are included in the transaction price. In determining the transaction price, we consider our enforceable rights and obligations within the contract. We do not consider the possibility of a contract being cancelled, renewed or modified. The transaction price is allocated to each performance obligation based on the standalone selling price of the good or service, net of the related discount, as applicable. Revenue is recognized when or as performance obligations are satisfied by transferring control of the good or service to the customer. Disaggregation of Revenue The following table summarizes revenue from contracts with customers for the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, (In thousands) 2021 2020 Operating Revenues Commercial and carrier: Data and transport services (includes VoIP) $ 90,348 $ 89,572 Voice services 44,279 45,720 Other 9,719 11,712 144,346 147,004 Consumer: Broadband (VoIP and Data) 65,755 64,076 Video services 16,781 19,131 Voice services 40,420 43,176 122,956 126,383 Subsidies 17,339 18,454 Network access 31,603 31,465 Other products and services 8,522 2,356 Total operating revenues $ 324,766 $ 325,662 Contract Assets and Liabilities The following table provides information about receivables, contract assets and contract liabilities from our revenue contracts with customers: March 31, (In thousands) 2021 2020 Accounts receivable, net $ 125,677 $ 122,340 Contract assets 21,016 19,704 Contract liabilities 55,646 52,905 Contract assets include costs that are incremental to the acquisition of a contract. Incremental costs are those that result directly from obtaining a contract or costs that would not have been incurred if the contract had not been obtained, which primarily relate to sales commissions. These costs are deferred and amortized over the expected customer life. We determined that the expected customer life is the expected period of benefit as the commission on the renewal contract is not commensurate with the commission on the initial contract. During the quarters ended March 31, 2021 and 2020, the Company recognized expense of $2.6 million and $2.1 million, respectively, related to deferred contract acquisition costs. Contract liabilities include deferred revenues related to advanced payments for services and nonrefundable, upfront service activation and set-up fees, which are generally deferred and amortized over the expected customer life as the option to renew without paying an upfront fee provides the customer with a material right. During the quarters ended March 31, 2021 and 2020, the Company recognized previously deferred revenues of $116.2 million and $111.2 million, respectively. A receivable is recognized in the period the Company provides goods or services when the Company’s right to consideration is unconditional. Payment terms on invoiced amounts are generally 30 to 60 days. Performance Obligations Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers 1. The performance obligation is part of a contract that has an original expected duration of one year or less. 2. Revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer in accordance with ASC 606-10-55-18. The Company has elected these practical expedients. Performance obligations related to our service revenue contracts are generally satisfied over time. For services transferred over time, revenue is recognized based on amounts invoiced to the customer as the Company has concluded that the invoice amount directly corresponds with the value of services provided to the customer. Management considers this a faithful depiction of the transfer of control as services are substantially the same and have the same pattern of transfer over the life of the contract. As such, revenue related to unsatisfied performance obligations that will be billed in future periods has not been disclosed. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | 3. EARNINGS (LOSS) PER SHARE Basic and diluted earnings (loss) per common share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for each class of common stock and participating securities considering dividends declared and participation rights in undistributed earnings. Common stock related to certain of the Company’s restricted stock awards and the contingent payment right (“CPR”) issued to Searchlight on October 2, 2020, as described in Note 4, are considered participating securities because holders are entitled to receive non-forfeitable dividends, if declared, during the vesting term. The potentially dilutive impact of the Company’s restricted stock awards is determined using the treasury stock method. Under the treasury stock method, if the average market price during the period exceeds the exercise price, these instruments are treated as if they had been exercised with the proceeds of exercise used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and repurchased is included in the diluted share computation. Diluted EPS includes securities that could potentially dilute basic EPS during a reporting period. Dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive. The computation of basic and diluted EPS attributable to common shareholders computed using the two-class method is as follows: Quarter Ended March 31, (In thousands, except per share amounts) 2021 2020 Net income (loss) $ (62,083) $ 15,623 Less: net income attributable to noncontrolling interest 16 76 Income (loss) attributable to common shareholders before allocation of earnings to participating securities (62,099) 15,547 Less: earnings allocated to participating securities — 247 Net income (loss) attributable to common shareholders, after earnings allocated to participating securities $ (62,099) $ 15,300 Weighted-average number of common shares outstanding 78,029 71,153 Net income (loss) per common share attributable to common shareholders - basic and diluted $ (0.80) $ 0.22 Diluted EPS attributable to common shareholders for the quarter ended March 31, 2021 excludes 19.4 million potential common shares related to our share-based compensation plan and the CPR, because the inclusion of the potential common shares would have an antidilutive effect. Diluted EPS attributable to common shareholders for the quarter ended March 31, 2020 excludes 1.1 million potential common shares that could be issued under our share-based compensation plan. |
SEARCHLIGHT INVESTMENT
SEARCHLIGHT INVESTMENT | 3 Months Ended |
Mar. 31, 2021 | |
SEARCHLIGHT INVESTMENT | |
SEARCHLIGHT INVESTMENT | 4. SEARCHLIGHT INVESTMENT In connection with the Investment Agreement entered into on September 13, 2020, affiliates of Searchlight have committed to invest up to an aggregate of $425.0 million in the Company. The investment commitment is structured in two stages. In the first stage of the transaction, which was completed on October 2, 2020, Searchlight invested $350.0 million in the Company in exchange for 6,352,842 shares, or approximately 8%, of the Company’s common stock and the CPR that is convertible, upon the receipt of certain regulatory and shareholder approvals, into an additional 17,870,012 shares, or 16.9% of the Company’s common stock. In addition, Searchlight received the right to an unsecured subordinated note with an aggregate principal amount of approximately $395.5 million (the “Note”). In the second stage of the transaction, Searchlight will invest an additional $75.0 million and will be issued the Note, which will be convertible into shares of a new series of perpetual preferred stock of the Company with an aggregate liquidation preference equal to the principal amount of the Note plus accrued interest as of the date of conversion. The Note may be issued to Searchlight prior to the closing of the second stage of the transaction upon the occurrence of certain events. In addition, following shareholder approval and the receipt of applicable regulatory approvals, the CPR will be convertible into an additional 15,115,899 shares, or an additional 10.1%, of the Company’s common stock. Upon completion of both stages, the common stock and CPR issued to Searchlight will represent approximately 35% of the Company’s common stock on an as-converted basis. The closing of the second stage of the transaction is subject to the receipt of Federal Communications Commission (“FCC”) and Hart Scott Rodino approvals and the satisfaction of certain other customary closing conditions. We have received approval under the Hart-Scott-Rodino Act and on April 26, 2021, the Company’s shareholders approved the issuance to Searchlight of the additional shares of common stock equal to 20% or more of the Company’s outstanding common stock. We expect the closing of the second stage to be completed in the third quarter of 2021. The total expected proceeds from the Investment Agreement were allocated among each of the individual components of the investment and recorded at their estimated fair values as of October 2, 2020. The proceeds were first allocated to the CPRs at their full estimated fair values including a discount for lack of marketability and then allocated to the issuance of the common stock with the remaining proceeds allocated to the Note. The estimated fair value of the components of the Investment Agreement at October 2, 2020 were as follows: (In thousands) Assets Received: Cash proceeds $ 350,000 Receivable from Searchlight, net of discount of $612 74,388 Less: Issuance costs (14,474) Total consideration $ 409,914 Assets Exchanged: 6,352,842 shares of common stock, par value $0.01 per share, net of issuance costs of $1,473 $ 26,779 CPR for 16.9% additional shares of common stock 79,469 CPR for 10.1% additional shares of common stock 67,221 Convertible security interest issued as unsecured subordinated note right, net of discount of $146,018 and issuance costs of $13,001 236,445 $ 409,914 At March 31, 2021 and December 31, 2020, the net present value of the receivable for the additional investment of $75.0 million expected to be received from Searchlight upon the closing of the second stage of the transaction was $74.9 million and $74.7 million, respectively, and is included within other assets in the consolidated balance sheets. The CPRs are reported at their estimated fair value within long-term liabilities in the consolidated balance sheets. Subsequent changes in fair value are reflected in earnings within other income and expense in the condensed consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the estimated fair value of the CPRs was $180.8 million and $123.2 million, respectively, and during the quarter ended March 31, 2021, we recognized a loss of $57.6 million on the increase in the fair value of the CPRs. The Note bears interest at 9.0% per annum from the date of the closing of the first stage of the transaction and is payable semi-annually in arrears. Upon conversion of the Note, dividends on the preferred stock will accrue daily on the liquidation preference at a rate of 9.0% per annum, payable semi-annually in arrears. The Note and preferred stock include a paid-in-kind (“PIK”) option for a five-year period beginning as of October 2, 2020. The Company intends to exercise the PIK interest option on the Note through at least 2022. The term of the Note is 10 years and is due on October 1, 2029. At March 31, 2021, the net carrying value of the Note was $241.0 million, net of unamortized discount and issuance costs of $143.5 million and $10.9 million, respectively. At December 31, 2020, the net carrying value of the Note was $238.7 million, net of unamortized discount and issuance costs of $144.8 million and $12.0 million, respectively. The unamortized discount and issuance costs are being amortized over the contractual term of the Note using the effective interest method. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
INVESTMENTS | |
INVESTMENTS | 5. INVESTMENTS Our investments are as follows: March 31, December 31, (In thousands) 2021 2020 Cash surrender value of life insurance policies $ 2,699 $ 2,536 Investments at cost: GTE Mobilnet of South Texas Limited Partnership (2.34% interest) 21,450 21,450 Pittsburgh SMSA Limited Partnership (3.60% interest) 22,950 22,950 CoBank, ACB Stock 7,867 8,882 Other 273 273 Equity method investments: GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest) 19,932 20,299 Pennsylvania RSA 6(I) Limited Partnership (16.67% interest) 7,398 7,482 Pennsylvania RSA 6(II) Limited Partnership (23.67% interest) 28,232 27,793 Totals $ 110,801 $ 111,665 Investments at Cost We own 2.34%of GTE Mobilnet of South Texas Limited Partnership (the “Mobilnet South Partnership”). The principal activity of the Mobilnet South Partnership is providing cellular service in the Houston, Galveston and Beaumont, Texas metropolitan areas. We also own 3.60% of Pittsburgh SMSA Limited Partnership, which provides cellular service in and around the Pittsburgh metropolitan area. Because of our limited influence over these partnerships, we account for these investments at our initial cost less any impairment because fair value is not readily available for these investments. No indictors of impairment existed for any of the investments during the quarters ended March 31, 2021 or 2020. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests, if any. We record distributions received from these investments as investment income in non-operating income (expense). For the quarters ended March 31, 2021 and 2020, we received cash distributions from these partnerships totaling $4.3 million and $5.3 million, respectively. CoBank, ACB (“CoBank”) is a cooperative bank owned by its customers. On an annual basis, CoBank distributes patronage in the form of cash and stock in the cooperative based on the Company’s outstanding loan balance with CoBank, which has traditionally been a significant lender in the Company’s credit facility. The investment in CoBank represents the accumulation of the equity patronage paid by CoBank to the Company. Equity Method We own 20.51%of GTE Mobilnet of Texas RSA #17 Limited Partnership (“RSA #17”), 16.67% of Pennsylvania RSA 6(I) Limited Partnership (“RSA 6(I)”) and 23.67% of Pennsylvania RSA 6(II) Limited Partnership (“RSA 6(II)”). RSA #17 provides cellular service to a limited rural area in Texas. RSA 6(I) and RSA 6(II) provide cellular service in and around our Pennsylvania service territory. Because we have significant influence over the operating and financial policies of these three entities, we account for the investments using the equity method. Income is recognized as investment income in non-operating income (expense) on our proportionate share of earnings and cash distributions are recorded as a reduction in our investment. For the quarters ended March 31, 2021 and 2020, we received cash distributions from these partnerships totaling $5.1 million and $4.8 million, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 6. FAIR VALUE MEASUREMENTS Our derivative instruments related to interest rate swap agreements are required to be measured at fair value on a recurring basis. The fair values of the interest rate swaps are determined using valuation models and are categorized within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and observable market data of similar instruments. See Note 8 for further discussion regarding our interest rate swap agreements. Our interest rate swap agreements measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Current interest rate swap liabilities $ (3,612) $ — $ (3,612) $ — Long-term interest rate swap liabilities (20,321) — (20,321) — Total $ (23,933) $ — $ (23,933) $ — As of December 31, 2020 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Current interest rate swap liabilities $ (6,297) $ — $ (6,297) $ — Long-term interest rate swap liabilities (22,958) — (22,958) — Total $ (29,255) $ — $ (29,255) $ — Contingent Payment Obligations Our contingent payment obligations represent the CPRs issued to Searchlight in connection with the Investment Agreement. We are required to measure the CPRs at their estimated fair value on a recurring basis based on a market approach utilizing observable market values and a marketability discount. As of March 31, 2021 and December 31, 2020, the estimated fair value of the CPRs was $180.8 million and $123.2 million, respectively, and was classified as Level 2 within the fair value hierarchy. We have not elected the fair value option for any of our other assets or liabilities. The carrying value of other financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. The following table presents the other financial instruments that are not carried at fair value but which require fair value disclosure as of March 31, 2021 and December 31, 2020. As of March 31, 2021 As of December 31, 2020 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, excluding finance leases $ 2,137,268 $ 2,205,286 $ 1,978,694 $ 2,039,790 Cost & Equity Method Investments Our investments as of March 31, 2021 and December 31, 2020 accounted for at cost and under the equity method consisted primarily of minority positions in various cellular telephone limited partnerships and our investment in CoBank. It is impracticable to determine the fair value of these investments. Long-term Debt The fair value of our senior notes was based on quoted market prices, and the fair value of borrowings under our credit facility was determined using current market rates for similar types of borrowing arrangements. We have categorized the long-term debt as Level 2 within the fair value hierarchy. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2021 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 7. LONG-TERM DEBT Long-term debt, presented net of unamortized discounts, consisted of the following: March 31, December 31, (In thousands) 2021 2020 Senior secured credit facility: Term loans, net of discounts of $12,607 and $18,181 at March 31, 2021 and December 31, 2020, respectively $ 987,268 $ 1,228,694 6.50% Senior notes due 2028 750,000 750,000 5.00% Senior notes due 2028 400,000 — Finance leases 16,692 17,467 2,153,960 1,996,161 Less: current portion of long-term debt and finance leases (5,018) (17,561) Less: deferred debt issuance costs (43,163) (45,934) Total long-term debt $ 2,105,779 $ 1,932,666 Credit Agreement On October 2, 2020, the Company, through certain of its wholly-owned subsidiaries, entered into a Credit Agreement with various financial institutions (as amended, the “Credit Agreement”) to replace the Company’s previous credit agreement in its entirety. The Credit Agreement consisted of term loans in an original aggregate amount of $1,250.0 million (the “Initial Term Loans”) and a revolving loan facility of $250.0 million. The Credit Agreement also includes an incremental loan facility which provides the ability to borrow, subject to certain terms and conditions, incremental loans in an aggregate amount of up to the greater of (a) $300.0 million plus (b) an amount which would not cause its senior secured leverage ratio not to exceed 3.70:1.00 (the “Incremental Facility”). Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries, subject to certain exceptions. The Initial Term Loans were issued in an original aggregate principal amount of $1,250.0 million with a maturity date of October 2, 2027 and contained an original issuance discount of 1.5% or $18.8 million, which is being amortized over the term of the loan. The Initial Term Loans required quarterly principal payments of $3.1 million, which commenced December 31, 2020, and bore interest at a rate of 4.75% plus the London Interbank Offered Rate (“LIBOR”) subject to a 1.00% LIBOR floor. On January 15, 2021, the Company entered into Amendment No. 1 to the Credit Agreement in which we borrowed an additional $150.0 million aggregate principal amount of incremental term loans (the “Incremental Term Loans”). The Incremental Term Loans have terms and conditions identical to the Initial Term Loans including the same maturity date and interest rate. The Initial Term Loans and Incremental Term Loans, collectively (the “Term Loans”) will comprise a single class of term loans under the Credit Agreement. On March 18, 2021, the Company repaid $397.0 million of the outstanding Term Loans with the net proceeds received from the issuance of $400.0 million aggregate principal amount of 5.00% senior secured notes due 2028 (the “5.00% Senior Notes”), as described below. The repayment of the Term Loans was applied to the remaining principal payments in direct order of maturity, thereby eliminating the required quarterly principal payments through the remaining term of the loan. In connection with the repayment of the Term Loans, we recognized a loss on extinguishment of debt of $12.0 million during the quarter ended March 31, 2021. The revolving credit facility has a maturity date of October 2, 2025 and an applicable margin (at our election) of 4.00% for LIBOR-based borrowings or 3.00% for alternate base rate borrowings, with a 0.25% reduction in each case if the consolidated first lien leverage ratio, as defined in the Credit Agreement, does not exceed 3.20 to 1.00. At March 31, 2021 and December 31, 2020, there were no borrowings outstanding under the revolving credit facility. Stand-by letters of credit of $18.1 million were outstanding under our revolving credit facility as of March 31, 2021. The stand-by letters of credit are renewable annually and reduce the borrowing availability under the revolving credit facility. As of March 31, 2021, $231.9 million was available for borrowing under the revolving credit facility. The weighted-average interest rate on outstanding borrowings under our credit facility was 5.75%as of March 31, 2021 and December 31, 2020. Interest is payable at least quarterly. Credit Agreement Covenant Compliance The Credit Agreement contains various provisions and covenants, including, among other items, restrictions on the ability to pay dividends, incur additional indebtedness, and issue certain capital stock. We have agreed to maintain certain financial ratios, including a maximum consolidated first lien leverage ratio, as defined in the Credit Agreement. Among other things, it will be an event of default, with respect to the revolving credit facility only, if our consolidated first lien leverage ratio as of the end of any fiscal quarter is greater than 5.85:1.00. As of March 31, 2021, our consolidated first lien leverage ratio under the Credit Agreement was 3.90:1.00. As of March 31, 2021, we were in compliance with the Credit Agreement covenants. Refinancing of Credit Agreement On April 5, 2021, the Company, entered into a second amendment to the Credit Agreement (the “Second Amendment”) to refinance the outstanding Term Loans of $999.9 million. The terms and conditions of the Credit Agreement remain substantially similar and unchanged except with respect to the interest rate applicable to the Term Loans and certain other provisions. As a result of the Second Amendment, the interest rate of the Term Loans was reduced to 3.50% plus LIBOR subject to a 0.75% LIBOR floor. The maturity date of the Term Loans of October 2, 2027 remains unchanged. In connection with entering into the Second Amendment, we expect to recognize a loss on the extinguishment of debt, which could range from approximately $3.0 million to $6.0 million, during the quarter ended June 30, 2021. Senior Notes On October 2, 2020, we completed an offering of $750.0 million aggregate principal amount of 6.50% unsubordinated secured notes due 2028 (the “6.50% Senior Notes”). The 6.50% Senior Notes were priced at par and bear interest at a rate of 6.50%, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2021. The 6.50% Senior Notes will mature on October 1, 2028. The net proceeds from the issuance of the 6.50% Senior Notes were used to redeem our then outstanding $440.5 million aggregate principal amount of 6.50% Senior Notes due in October 2022 at a price equal to 100% of the aggregate principal amount plus accrued and unpaid interest through the redemption date, to repay a portion of the outstanding borrowings under the previous credit agreement as part of the refinancing in October 2020 and to pay related fees and expenses. On March 18, 2021, we issued $400.0 million aggregate principal amount 5.00% Senior Notes, together with the 6.50% Senior Notes (the “Senior Notes”). The 5.00% Senior Notes were priced at par and bear interest at a rate of 5.00% per year, payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2021. The 5.00% Senior Notes will mature on October 1, 2028. Deferred debt issuance costs of $3.8 million incurred in connection with the issuance of the 5.00% Senior Notes are being amortized using the effective interest method over the term of the Senior Notes. The net proceeds from the issuance of the 5.00% Senior Notes were used to repay $397.0 million of the Term Loans outstanding under the Credit Agreement. The Senior Notes are unsubordinated secured obligations of the Company, secured by a first priority lien on the collateral that secures the Company’s obligations under the Credit Agreement. The Senior Notes are fully and unconditionally guaranteed on a first priority secured basis by the Company and the majority of our wholly-owned subsidiaries. The offerings of the Senior Notes have not been registered under the Securities Act of 1933, as amended or any state securities laws. Senior Notes Covenant Compliance Subject to certain exceptions and qualifications, the indentures governing the Senior Notes contains customary covenants that, among other things, limits the Company and its restricted subsidiaries’ ability to: incur additional debt or issue certain preferred stock; pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; purchase or redeem any equity interests; make investments; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of its assets; engage in transactions with its affiliates; or enter into any sale and leaseback transactions. The indentures also contain customary events of default. As of March 31, 2021, the Company was in compliance with all terms, conditions and covenants under the indentures governing the Senior Notes. Repurchase of Senior Notes due 2022 During the quarter ended March 31, 2020, we repurchased $4.5 million of the aggregate principal amount of our then outstanding 6.50% Senior Notes due in October 2022 (the “2022 Notes”) for $4.2 million and recognized a gain on extinguishment of debt of $0.2 million. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2021 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | 8. DERIVATIVE FINANCIAL INSTRUMENTS We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates. Our interest rate swap agreements effectively convert a portion of our floating-rate debt to a fixed-rate basis, thereby reducing the impact of interest rate changes on future cash interest payments. Derivative financial instruments are recorded at fair value in our condensed consolidated balance sheets. We may designate certain of our interest rate swaps as cash flow hedges of our expected future interest payments. For derivative instruments designated as a cash flow hedge, the change in the fair value is recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) and is recognized as an adjustment to earnings over the period in which the hedged item impacts earnings. When an interest rate swap agreement terminates, any resulting gain or loss is recognized over the shorter of the remaining original term of the hedging instrument or the remaining life of the underlying debt obligation. If a derivative instrument is de-designated, the remaining gain or loss in AOCI on the date of de-designation is amortized to earnings over the remaining term of the hedging instrument. For derivative financial instruments that are not designated as a hedge, including those that have been de-designated, changes in fair value are recognized on a current basis in earnings. Cash flows from hedging activities are classified under the same category as the cash flows from the hedged items in our condensed consolidated statements of cash flows. The following interest rate swaps were outstanding as of March 31, 2021: Notional (In thousands) Amount 2021 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ 705,000 Accrued expense $ (3,612) Fixed to 1-month floating LIBOR (with floor) $ 500,000 Other long-term liabilities (20,321) Total Fair Values $ (23,933) Our interest rate swap agreements mature on various dates between July 2021 and July 2023. The following interest rate swaps were outstanding as of December 31, 2020: Notional (In thousands) Amount 2020 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ 705,000 Accrued expense $ (6,297) Fixed to 1-month floating LIBOR (with floor) $ 500,000 Other long-term liabilities (22,958) Total Fair Values $ (29,255) The counterparties to our various swaps are highly rated financial institutions. None of the swap agreements provide for either us or the counterparties to post collateral nor do the agreements include any covenants related to the financial condition of Consolidated or the counterparties. The swaps of any counterparty that is a lender, as defined in our credit facility, are secured along with the other creditors under the credit facility. Each of the swap agreements provides that in the event of a bankruptcy filing by either Consolidated or the counterparty, any amounts owed between the two parties would be offset in order to determine the net amount due between parties. At least quarterly, the Company assesses whether As a result of the refinancing of the Credit Agreement in April 2021, it was determined that certain critical terms of the interest rate swap agreements no longer match the terms of our variable rate debt due to the change in the LIBOR floor. T As of March 31, 2021 and December 31, 2020, the total pre-tax unrealized loss related to our interest rate swap agreements included in AOCI was $(20.2) million and $(25.2) million, respectively. From the balance in AOCI as of March 31, 2021, we expect to recognize a loss of approximately $11.0 million in earnings in the next twelve months. Information regarding our cash flow hedge transactions is as follows: Quarter Ended March 31, (In thousands) 2021 2020 Unrealized gain (loss) recognized in AOCI, pretax $ 423 $ (16,152) Deferred loss reclassified from AOCI to interest expense $ (4,648) $ (2,175) |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
LEASES | |
LEASES | 9. LEASES Lessor We have various arrangements for use of our network assets for which we are the lessor, including tower space, certain colocation, conduit and dark fiber arrangements. These leases meet the criteria for operating lease classification. Lease income associated with these types of leases is not material. Occasionally, we enter into arrangements where the term may be for a major part of the asset’s remaining economic life such as in indefeasible right of use (“IRU”) arrangements for dark fiber or conduit, which meet the criteria for sales-type lease classification. During the quarters ended March 31, 2021 and 2020, we did not enter into any such arrangements. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
EQUITY | |
EQUITY | 10. EQUITY Share-Based Compensation Our Board of Directors may grant share-based awards from our shareholder approved Amended and Restated Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan (the “Plan”). The Plan permits the issuance of awards in the form of stock options, stock appreciation rights, stock grants, stock unit grants and other equity-based awards to eligible directors and employees at the discretion of the Compensation Committee of the Board of Directors. On April 26, 2021, the shareholders approved an amendment to the Plan to increase by 5,400,000 shares the number of shares of our common stock authorized for issuance under the Plan. With the amendment, approximately 10,050,000 shares of our common stock are authorized for issuance under the Plan, provided that no more than 300,000 shares may be granted in the form of stock options or stock appreciation rights to any eligible employee or director in any calendar year. Unless terminated sooner, the Plan will continue in effect until April 30, 2028. The following table summarizes total compensation costs recognized for share-based payments during the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, (In thousands) 2021 2020 Restricted stock $ 765 $ 848 Performance shares 685 42 Total $ 1,450 $ 890 Share-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2021, total unrecognized compensation cost related to non-vested Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”) was $9.8 million and will be recognized over a weighted-average period of approximately 1.6 years. The following table summarizes the RSA and PSA activity for the three-month period ended March 31, 2021: RSAs PSAs Weighted Weighted Average Grant Average Grant Shares Date Fair Value Shares Date Fair Value Non-vested shares outstanding - December 31, 2020 833,973 $ 7.81 365,040 $ 11.06 Shares granted — $ — 788,054 $ 6.31 Shares forfeited, cancelled or retired (16,931) $ 8.09 (15,299) $ 8.81 Non-vested shares outstanding - March 31, 2021 817,042 $ 7.80 1,137,795 $ 7.79 Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the three-month period ended March 31, 2021: Pension and Post-Retirement Derivative (In thousands) Obligations Instruments Total Balance at December 31, 2020 $ (90,887) $ (18,531) $ (109,418) Other comprehensive loss before reclassifications — 313 313 Amounts reclassified from accumulated other comprehensive loss 162 3,436 3,598 Net current period other comprehensive income (loss) 162 3,749 3,911 Balance at March 31, 2021 $ (90,725) $ (14,782) $ (105,507) The following table summarizes reclassifications from accumulated other comprehensive loss for the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, Affected Line Item in the (In thousands) 2021 2020 Statement of Income Amortization of pension and post-retirement items: Prior service credit (cost) $ 195 $ (442) (a) Actuarial gain (loss) (415) (12) (a) (220) (454) Total before tax 58 118 Tax benefit $ (162) $ (336) Net of tax Gain (Loss) on cash flow hedges: Interest rate derivatives $ (4,648) $ (2,175) Interest expense 1,212 567 Tax benefit (expense) $ (3,436) $ (1,608) Net of tax (a) These items are included in the components of net periodic benefit cost for our pension and other post-retirement benefit plans. See Note 11 for further discussion regarding our pension and other post-retirement benefit plans. |
PENSION PLANS AND OTHER POST-RE
PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2021 | |
PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS | |
PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS | 11. PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS Defined Benefit Plans We sponsor qualified defined benefit pension plans that are non-contributory covering substantially all of our hourly employees under collective bargaining agreements who fulfill minimum age and service requirements and certain salaried employees. The defined benefit pension plans are closed to all new entrants. All of our defined benefit pension plans are now frozen to all current employees, and no additional monthly pension benefits will accrue under those plans. We also have non-qualified supplemental retirement plans (the “Supplemental Plans” and, together with the defined benefit pension plans, the “Pension Plans”). The Supplemental Plans provide supplemental retirement benefits to certain former employees by providing for incremental pension payments to partially offset the reduction of the amount that would have been payable under the qualified defined benefit pension plans if it were not for limitations imposed by federal income tax regulations. The Supplemental Plans are frozen so that no person is eligible to become a new participant. These plans are unfunded and have no assets. The benefits paid under the Supplemental Plans are paid from the general operating funds of the Company. The following table summarizes the components of net periodic pension cost for our Pension Plans for the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, (In thousands) 2021 2020 Interest cost 5,681 6,520 Expected return on plan assets (9,263) (8,645) Net amortization loss 557 311 Net prior service cost amortization 30 30 Net periodic pension benefit $ (2,995) $ (1,784) The components of net periodic pension benefit other than the service cost component are included in other, net within other income (expense) in the condensed consolidated statements of operations. Post-retirement Benefit Obligations We sponsor various healthcare and life insurance plans (“Post-retirement Plans”) that provide post-retirement medical and life insurance benefits to certain groups of retired employees. Certain plans are frozen so that no person is eligible to become a new participant. Retirees share in the cost of healthcare benefits, making contributions that are adjusted periodically—either based upon collective bargaining agreements or because total costs of the program have changed. Covered expenses for retiree health benefits are paid as they are incurred. Post-retirement life insurance benefits are fully insured. A majority of the healthcare plans are unfunded and have no assets, and benefits are paid from the general operating funds of the Company. However, a certain healthcare plan is funded by assets that are separately designated within the Pension Plans for the sole purpose of providing payments of retiree medical benefits for this specific plan. The following table summarizes the components of the net periodic cost for our Post-retirement Plans for the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, (In thousands) 2021 2020 Service cost $ 222 $ 258 Interest cost 657 884 Expected return on plan assets (50) (46) Net amortization gain (142) (299) Net prior service cost (credit) amortization (225) 412 Net periodic post-retirement cost $ 462 $ 1,209 The components of net periodic post-retirement benefit cost other than the service cost component are included in other, net within other income (expense) in the condensed consolidated statements of operations. Contributions We expect to contribute approximately $20.7 million to our Pension Plans and $8.8 million to our Post-retirement Plans in 2021. As of March 31, 2021, we have contributed $4.2 million and $2.0 million of the annual contribution to the Pension Plans and Post-retirement Plans, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 12. INCOME TAXES Our unrecognized tax benefits as of March 31, 2021 and December 31, 2020 were $4.9 million. The net amount of unrecognized tax benefits that, if recognized, would result in an impact to the effective tax rate is $4.7 million as of March 31, 2021 and December 31, 2020. We do not expect any material change in our unrecognized tax benefits during the remainder of 2021. Our practice is to recognize interest and penalties related to income tax matters in interest expense and selling, general and administrative expenses, respectively. As of March 31, 2021, we did not have a material liability for interest or penalties and had no material interest or penalty expense. The periods subject to examination for our federal return are years 2017 through 2019. The periods subject to examination for our state returns are years 2016 through 2019. In addition, prior tax years may be subject to examination by federal or state taxing authorities if the Company’s net operating loss carryovers from those prior years are utilized in the future. We are currently under examination by state taxing authorities. We do not expect any settlement or payment that may result from the examination to have a material effect on our results or cash flows. Our effective tax rate was 7.9% and 24.4% for the quarters ended March 31, 2021 and 2020, respectively. The effective tax rate differed from the federal and state statutory rates primarily due to various permanent income tax differences related to the Searchlight transaction, other various permanent differences, and differences in allocable income for the Company’s state tax filings. Exclusive of these adjustments, our effective tax rate for the quarters ended March 31, 2021 and 2020 would have been approximately 26.0% and 24.4%, respectively. As of March 31, 2021, the American Rescue Plan did not have a material impact on the Company's income tax positions. We will continue to evaluate the impact of enacted and future legislation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Litigation, Regulatory Proceedings and Other Contingencies Gross Receipts Tax Two of our subsidiaries, Consolidated Communications of Pennsylvania Company LLC (“CCPA”) and Consolidated Communications Enterprise Services Inc. (“CCES”), have, at various times, received Assessment Notices and/or Audit Assessment Notices from the Commonwealth of Pennsylvania Department of Revenue (“DOR”) increasing the amounts owed for the Pennsylvania Gross Receipts Tax, and have had audits performed for the tax years 2008 through 2016. For our CCES and CCPA subsidiaries, the total additional tax liabilities calculated by the DOR auditors for the tax years 2008 through 2016, including interest, are approximately $6.1 million and $7.4 million, respectively. We filed Petitions for Reassessment with the DOR’s Board of Appeals for the tax years 2008 through 2016, contesting these audit assessments. These cases remain pending and are in various stages of appeal. In May 2017, we entered into an agreement to guarantee any potential liabilities to the DOR up to $5.0 million. We believe that certain of the DOR’s findings regarding CCPA’s and CCES’s additional tax liabilities for the tax years 2008 through 2016, for which we have filed appeals, continue to lack merit. However, in 2019, CCES and CCPA finalized a settlement of the intrastate and interstate tax liabilities for the 2008 through 2013 tax years, except for the 2010 CCPA appeals, bringing the appeals to a conclusion. The settlement resulted in a payment from us to the DOR of $2.1 million, which the Company previously reserved for. Based on the initial settlement offers for the tax years 2008 through 2013 and the Company’s best estimate of the potential additional tax liabilities for the tax years 2010 (CCPA) and 2014 through 2018 (CCPA and CCES), we have reserved $1.5 million and $0.7 million, including interest, for our CCES and CCPA subsidiaries, respectively. We expect the filings for the tax years 2014 through 2018 to be settled at a later date similar to the initial settlement. While we continue to believe a settlement of all remaining disputed claims is possible, we cannot anticipate at this time what the ultimate resolution of these cases will be, nor can we evaluate the likelihood of a favorable or unfavorable outcome or the potential losses (or gains) should such an outcome occur. We do not believe that the outcome of these claims will have a material adverse impact on our financial results or cash flows. From time to time we may be involved in litigation that we believe is of the type common to companies in our industry, including regulatory issues. While the outcome of these claims cannot be predicted with certainty, we do not believe that the outcome of any of these legal matters will have a material adverse impact on our business, results of operations, financial condition or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business and Basis of Accounting | Business and Basis of Accounting Consolidated Communications Holdings, Inc. (the “Company,” “we,” “our” or “us”) is a holding company with operating subsidiaries (collectively “Consolidated”) that provide communication solutions to consumer, commercial and carrier customers across a 23-state service area. Leveraging our advanced fiber network spanning approximately 47,400 fiber route miles, we offer residential high-speed Internet, video, phone and home security services as well as multi-service residential and small business bundles. Our business product suite includes: data and Internet solutions, voice, data center services, security services, managed and IT services, and an expanded suite of cloud services. As of March 31, 2021, we had approximately 768,000 voice connections, 794,000 data connections and 74,000 video connections. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States (“US GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance. Management believes that the disclosures made are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year. The information presented in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes to the financial statements (“Notes”) thereto included in our 2020 Annual Report on Form 10-K filed with the SEC. |
Recent Developments | Recent Developments Searchlight Investment On September 13, 2020, we entered into an investment agreement (the “Investment Agreement”) with an affiliate of Searchlight Capital Partners, L.P. (“Searchlight”). In connection with the Investment Agreement, affiliates of Searchlight have committed to invest up to an aggregate of $425.0 million in the Company and, assuming satisfaction of certain conditions set forth in the Investment Agreement will hold a combination of perpetual Series A preferred stock and up to approximately 35% of the Company’s outstanding common stock. For a more complete discussion of the transaction, refer to Note 4. COVID-19 We are closely monitoring the impact on our business of the current outbreak of a novel strain of coronavirus (“COVID-19”) and its variants. We are taking precautions to ensure the safety of our employees, customers and business partners, while assuring business continuity and reliable service and support to our customers. While we have not seen a significant adverse impact to our financial results from COVID-19 to date, if the pandemic continues to cause significant negative impacts to economic conditions, our results of operations, financial condition and liquidity could be materially and adversely impacted. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted by the U.S. government as an emergency economic stimulus package that includes spending and tax breaks to strengthen the US economy and fund a nationwide effort to curtail the economic effects of COVID-19. The CARES Act included, among other things, the deferral of certain employer payroll tax payments and certain income tax law changes. In 2020, we deferred the payment of approximately $12.0 million for the employer portion of Social Security taxes otherwise due in 2020 will be deferred with 50% due by December 31, 2021 and the remaining 50% by December 31, 2022. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted and provides further economic relief to address the continued economic impact of COVID-19. These Acts are not expected to have a material impact on our consolidated financial statements and we will continue to monitor the impact of any effects from these Acts and other future legislation. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable (“AR”) consists primarily of amounts due to the Company from normal business activities. We maintain an allowance for credit losses (“ACL”) based on our historical loss experience, current conditions and forecasted changes including but not limited to changes related to the economy, our industry and business. Uncollectible accounts are written-off (removed from AR and charged against the ACL) when internal collection efforts have been unsuccessful. Subsequently, if payment is received from the customer, the recovery is credited to the ACL. The following table summarizes the activity in ACL for the quarters ended March 31, 2021 and 2020: Quarter Ended March 31, (In thousands) 2021 2020 Balance at beginning of year $ 9,136 $ 4,549 Cumulative adjustment upon adoption of ASU 2016-13 — 144 Provision charged to expense 2,246 2,083 Write-offs, less recoveries (1,760) (1,814) Balance at end of year $ 9,622 $ 4,962 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2021, we adopted ASU No. 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Effective January 1, 2021, we adopted ASU No. 2019-12 (“ASU 2019-12”), Income Taxes Income Taxes. In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04 (“ASU 2020-04”), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. . Reference Rate Reform (Topic 848): Scope |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of activity for ACL | Quarter Ended March 31, (In thousands) 2021 2020 Balance at beginning of year $ 9,136 $ 4,549 Cumulative adjustment upon adoption of ASU 2016-13 — 144 Provision charged to expense 2,246 2,083 Write-offs, less recoveries (1,760) (1,814) Balance at end of year $ 9,622 $ 4,962 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
REVENUE | |
Schedule of disaggregation of revenue | Quarter Ended March 31, (In thousands) 2021 2020 Operating Revenues Commercial and carrier: Data and transport services (includes VoIP) $ 90,348 $ 89,572 Voice services 44,279 45,720 Other 9,719 11,712 144,346 147,004 Consumer: Broadband (VoIP and Data) 65,755 64,076 Video services 16,781 19,131 Voice services 40,420 43,176 122,956 126,383 Subsidies 17,339 18,454 Network access 31,603 31,465 Other products and services 8,522 2,356 Total operating revenues $ 324,766 $ 325,662 |
Schedule of receivables, contract assets and contract liabilities | March 31, (In thousands) 2021 2020 Accounts receivable, net $ 125,677 $ 122,340 Contract assets 21,016 19,704 Contract liabilities 55,646 52,905 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
EARNINGS (LOSS) PER SHARE | |
Schedule of basic and diluted EPS | Quarter Ended March 31, (In thousands, except per share amounts) 2021 2020 Net income (loss) $ (62,083) $ 15,623 Less: net income attributable to noncontrolling interest 16 76 Income (loss) attributable to common shareholders before allocation of earnings to participating securities (62,099) 15,547 Less: earnings allocated to participating securities — 247 Net income (loss) attributable to common shareholders, after earnings allocated to participating securities $ (62,099) $ 15,300 Weighted-average number of common shares outstanding 78,029 71,153 Net income (loss) per common share attributable to common shareholders - basic and diluted $ (0.80) $ 0.22 |
SEARCHLIGHT INVESTMENT (Tables)
SEARCHLIGHT INVESTMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SEARCHLIGHT INVESTMENT | |
Schedule of estimated fair value of components of Investment Agreement | (In thousands) Assets Received: Cash proceeds $ 350,000 Receivable from Searchlight, net of discount of $612 74,388 Less: Issuance costs (14,474) Total consideration $ 409,914 Assets Exchanged: 6,352,842 shares of common stock, par value $0.01 per share, net of issuance costs of $1,473 $ 26,779 CPR for 16.9% additional shares of common stock 79,469 CPR for 10.1% additional shares of common stock 67,221 Convertible security interest issued as unsecured subordinated note right, net of discount of $146,018 and issuance costs of $13,001 236,445 $ 409,914 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
INVESTMENTS | |
Schedule of investments | March 31, December 31, (In thousands) 2021 2020 Cash surrender value of life insurance policies $ 2,699 $ 2,536 Investments at cost: GTE Mobilnet of South Texas Limited Partnership (2.34% interest) 21,450 21,450 Pittsburgh SMSA Limited Partnership (3.60% interest) 22,950 22,950 CoBank, ACB Stock 7,867 8,882 Other 273 273 Equity method investments: GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest) 19,932 20,299 Pennsylvania RSA 6(I) Limited Partnership (16.67% interest) 7,398 7,482 Pennsylvania RSA 6(II) Limited Partnership (23.67% interest) 28,232 27,793 Totals $ 110,801 $ 111,665 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of interest rate swap agreements measured at fair value on a recurring basis | As of March 31, 2021 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Current interest rate swap liabilities $ (3,612) $ — $ (3,612) $ — Long-term interest rate swap liabilities (20,321) — (20,321) — Total $ (23,933) $ — $ (23,933) $ — As of December 31, 2020 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Current interest rate swap liabilities $ (6,297) $ — $ (6,297) $ — Long-term interest rate swap liabilities (22,958) — (22,958) — Total $ (29,255) $ — $ (29,255) $ — |
Schedule of other financial instruments that are not carried at fair value but which require fair value disclosure | As of March 31, 2021 As of December 31, 2020 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, excluding finance leases $ 2,137,268 $ 2,205,286 $ 1,978,694 $ 2,039,790 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
LONG-TERM DEBT | |
Schedule of components of long-term debt, presented net of unamortized discounts | March 31, December 31, (In thousands) 2021 2020 Senior secured credit facility: Term loans, net of discounts of $12,607 and $18,181 at March 31, 2021 and December 31, 2020, respectively $ 987,268 $ 1,228,694 6.50% Senior notes due 2028 750,000 750,000 5.00% Senior notes due 2028 400,000 — Finance leases 16,692 17,467 2,153,960 1,996,161 Less: current portion of long-term debt and finance leases (5,018) (17,561) Less: deferred debt issuance costs (43,163) (45,934) Total long-term debt $ 2,105,779 $ 1,932,666 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of outstanding interest rate swaps | The following interest rate swaps were outstanding as of March 31, 2021: Notional (In thousands) Amount 2021 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ 705,000 Accrued expense $ (3,612) Fixed to 1-month floating LIBOR (with floor) $ 500,000 Other long-term liabilities (20,321) Total Fair Values $ (23,933) Our interest rate swap agreements mature on various dates between July 2021 and July 2023. The following interest rate swaps were outstanding as of December 31, 2020: Notional (In thousands) Amount 2020 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ 705,000 Accrued expense $ (6,297) Fixed to 1-month floating LIBOR (with floor) $ 500,000 Other long-term liabilities (22,958) Total Fair Values $ (29,255) |
Schedule of gains and losses on cash flow hedge transactions | Quarter Ended March 31, (In thousands) 2021 2020 Unrealized gain (loss) recognized in AOCI, pretax $ 423 $ (16,152) Deferred loss reclassified from AOCI to interest expense $ (4,648) $ (2,175) |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
EQUITY | |
Summary of total compensation costs recognized for share-based payments | Quarter Ended March 31, (In thousands) 2021 2020 Restricted stock $ 765 $ 848 Performance shares 685 42 Total $ 1,450 $ 890 |
Summary of RSA and PSA activity | RSAs PSAs Weighted Weighted Average Grant Average Grant Shares Date Fair Value Shares Date Fair Value Non-vested shares outstanding - December 31, 2020 833,973 $ 7.81 365,040 $ 11.06 Shares granted — $ — 788,054 $ 6.31 Shares forfeited, cancelled or retired (16,931) $ 8.09 (15,299) $ 8.81 Non-vested shares outstanding - March 31, 2021 817,042 $ 7.80 1,137,795 $ 7.79 |
Schedule of changes in accumulated other comprehensive loss, net of tax, by component | Pension and Post-Retirement Derivative (In thousands) Obligations Instruments Total Balance at December 31, 2020 $ (90,887) $ (18,531) $ (109,418) Other comprehensive loss before reclassifications — 313 313 Amounts reclassified from accumulated other comprehensive loss 162 3,436 3,598 Net current period other comprehensive income (loss) 162 3,749 3,911 Balance at March 31, 2021 $ (90,725) $ (14,782) $ (105,507) |
Summary of reclassifications from accumulated other comprehensive loss | Quarter Ended March 31, Affected Line Item in the (In thousands) 2021 2020 Statement of Income Amortization of pension and post-retirement items: Prior service credit (cost) $ 195 $ (442) (a) Actuarial gain (loss) (415) (12) (a) (220) (454) Total before tax 58 118 Tax benefit $ (162) $ (336) Net of tax Gain (Loss) on cash flow hedges: Interest rate derivatives $ (4,648) $ (2,175) Interest expense 1,212 567 Tax benefit (expense) $ (3,436) $ (1,608) Net of tax (a) These items are included in the components of net periodic benefit cost for our pension and other post-retirement benefit plans. See Note 11 for further discussion regarding our pension and other post-retirement benefit plans. |
PENSION PLANS AND OTHER POST-_2
PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Defined Benefit Plans | |
Post-retirement benefit obligation | |
Schedule of the components of net periodic pension cost | Quarter Ended March 31, (In thousands) 2021 2020 Interest cost 5,681 6,520 Expected return on plan assets (9,263) (8,645) Net amortization loss 557 311 Net prior service cost amortization 30 30 Net periodic pension benefit $ (2,995) $ (1,784) |
Post-retirement Benefit Obligations | |
Post-retirement benefit obligation | |
Schedule of the components of net periodic pension cost | Quarter Ended March 31, (In thousands) 2021 2020 Service cost $ 222 $ 258 Interest cost 657 884 Expected return on plan assets (50) (46) Net amortization gain (142) (299) Net prior service cost (credit) amortization (225) 412 Net periodic post-retirement cost $ 462 $ 1,209 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Business (Details) | Mar. 31, 2021stateitemmi |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Number of states | state | 23 |
Number of fiber route miles | mi | 47,400 |
Number of voice connections | 768,000 |
Number of data connections | 794,000 |
Number of video connections | 74,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Searchlight investment (Details) - Investment Agreement - Searchlight - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 13, 2020 | |
Schedule of Investments [Line Items] | ||||
Capital commitment | $ 75 | $ 75 | ||
Forecast | ||||
Schedule of Investments [Line Items] | ||||
Capital commitment | $ 75 | |||
Percentage of company stock on as converted basis | 35.00% | |||
Subordinated Debt | Maximum | ||||
Schedule of Investments [Line Items] | ||||
Capital commitment | $ 425 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Business Developments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Deferred payroll taxes | $ 12 | ||
Forecast | |||
Debt Instrument [Line Items] | |||
Percentage of deferred payroll taxes due | 50.00% | 50.00% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Activity in the entity's accounts receivable allowance | ||
Balance at beginning of year | $ 9,136 | $ 4,549 |
Provision charged to expense | 2,246 | 2,083 |
Write-offs, less recoveries | (1,760) | (1,814) |
Balance at end of year | $ 9,622 | 4,962 |
Adjustment | ASU 2016-13 | ||
Activity in the entity's accounts receivable allowance | ||
Cumulative adjustment upon adoption of ASU 2016-13 | $ 144 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 324,766 | $ 325,662 |
Receivables, contract assets and contract liabilities | ||
Accounts receivable, net | 125,677 | 122,340 |
Contract assets | 21,016 | 19,704 |
Contract liabilities | 55,646 | 52,905 |
Recognized expenses related to deferred contract acquisition costs. | 2,600 | 2,100 |
Revenue recognized from beginning of year and current period increase in contract liability | $ 116,200 | 111,200 |
Revenue, Practical Expedient, Remaining Performance Obligation | true | |
Minimum | ||
Receivables, contract assets and contract liabilities | ||
Payment term | 30 days | |
Maximum | ||
Receivables, contract assets and contract liabilities | ||
Payment term | 60 days | |
Commercial and carrier | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 144,346 | 147,004 |
Commercial and carrier - Data and transport services (including VoIP) | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 90,348 | 89,572 |
Commercial and carrier - Voice services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 44,279 | 45,720 |
Commercial and carrier - Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 9,719 | 11,712 |
Subsidies | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 17,339 | 18,454 |
Consumer | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 122,956 | 126,383 |
Consumer - Broadband (VoIP and Data) | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 65,755 | 64,076 |
Consumer - Video services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 16,781 | 19,131 |
Consumer - Voice services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 40,420 | 43,176 |
Network access | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 31,603 | 31,465 |
Other products and services | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 8,522 | $ 2,356 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic and diluted earnings per share attributable to common shareholders | ||
Net income (loss) | $ (62,083) | $ 15,623 |
Less: net income attributable to noncontrolling interest | 16 | 76 |
Net income (loss) attributable to common shareholders | (62,099) | 15,547 |
Less: earnings allocated to participating securities | 247 | |
Net income (loss) attributable to common shareholders, after earnings allocated to participating securities | $ (62,099) | $ 15,300 |
Weighted-average number of common shares outstanding | 78,029 | 71,153 |
Basic and diluted earnings (loss) per common share: | ||
Net income (loss) per common share attributable to common shareholders - basic and diluted | $ (0.80) | $ 0.22 |
Common shares excluded from computation of potentially dilutive shares because of anti-dilutive effect | 19,400 | 1,100 |
SEARCHLIGHT INVESTMENT (Details
SEARCHLIGHT INVESTMENT (Details) $ in Thousands | Apr. 26, 2021 | Oct. 02, 2020USD ($)shares | Sep. 13, 2020USD ($)item | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Schedule of Investments [Line Items] | ||||||
CPRs, estimated fair value | $ 180,800 | $ 123,200 | ||||
Change in fair value of contingent payment rights | (57,588) | |||||
Deferred debt issuance costs | 43,163 | 45,934 | ||||
Searchlight | ||||||
Schedule of Investments [Line Items] | ||||||
Change in fair value of contingent payment rights | (57,600) | |||||
Investment Agreement | Searchlight | ||||||
Schedule of Investments [Line Items] | ||||||
Capital commitment | 75,000 | 75,000 | ||||
Net present value receivable | $ 74,388 | $ 74,900 | 74,700 | |||
Net unamortized discount | 612 | |||||
Number of stages | item | 2 | |||||
Proceeds from issuance of shares | $ 350,000 | |||||
Shares exchanged in Investment Agreement | shares | 6,352,842 | |||||
6,352,842 shares of common stock, par value $0.01 per share, net of issuance costs of $1,473 | $ 26,779 | |||||
Percentage of share issued | 8.00% | |||||
Additional shares upon conversion of contingent payment right | shares | 17,870,012 | |||||
Percentage of additional shares approved after conversion of CPR | 16.90% | |||||
Aggregate principal amount | $ 395,500 | |||||
Unamortized discount | 146,018 | |||||
Deferred debt issuance costs | $ 13,001 | |||||
Investment Agreement | Searchlight | Subordinated Debt | ||||||
Schedule of Investments [Line Items] | ||||||
Period of PIK option (in years) | 5 years | |||||
Debt term (in years) | 10 years | |||||
Carrying value | $ 241,000 | 238,700 | ||||
Unamortized discount | 143,500 | 144,800 | ||||
Deferred debt issuance costs | $ 10,900 | $ 12,000 | ||||
Investment Agreement | Searchlight | Forecast | ||||||
Schedule of Investments [Line Items] | ||||||
Capital commitment | $ 75,000 | |||||
Additional shares upon conversion of contingent payment right | shares | 15,115,899 | |||||
Percentage of additional shares approved after conversion of CPR | 20.00% | 10.10% | ||||
Percentage of stock on an as-converted basis | 35.00% | |||||
Investment Agreement | Searchlight | Forecast | Subordinated Debt | ||||||
Schedule of Investments [Line Items] | ||||||
Interest rate (as a percent) | 9.00% | |||||
Preferred stock dividend rate | 9.00% | |||||
Investment Agreement | Searchlight | Maximum | Subordinated Debt | ||||||
Schedule of Investments [Line Items] | ||||||
Capital commitment | $ 425,000 |
SEARCHLIGHT INVESTMENT - Compon
SEARCHLIGHT INVESTMENT - Components (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2021 | Oct. 02, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Deferred debt issuance costs | $ 43,163 | $ 45,934 | |||
Investment Agreement | Searchlight | |||||
Schedule of Investments [Line Items] | |||||
Cash proceeds | $ 350,000 | ||||
Net present value receivable | 74,388 | $ 74,900 | $ 74,700 | ||
Less: Issuance costs | (14,474) | ||||
Total consideration | 409,914 | ||||
CPR for 16.9% additional shares of common stock | 79,469 | ||||
CPR for 10.1% additional shares of common stock | 67,221 | ||||
Convertible security interest issued as unsecured subordinated note right, net of discount of $146,018 and issuance costs of $13,001 | 236,445 | ||||
Total assets exchanged | 409,914 | ||||
Net unamortized discount | $ 612 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Issuance cost | $ 1,473 | ||||
Percentage of additional shares approved after conversion of CPR | 16.90% | ||||
Unamortized discount | $ 146,018 | ||||
Deferred debt issuance costs | $ 13,001 | ||||
Investment Agreement | Searchlight | Forecast | |||||
Schedule of Investments [Line Items] | |||||
Percentage of additional shares approved after conversion of CPR | 20.00% | 10.10% |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Investments | |||
Cash distributions received from partnerships treated as investments at cost | $ 4,300 | $ 5,300 | |
Impairment loss | 0 | $ 0 | |
Investments | |||
Cash surrender value of life insurance policies | 2,699 | $ 2,536 | |
Total | $ 110,801 | $ 111,665 | |
GTE Mobilnet of South Texas Limited Partnership | |||
Investments | |||
Ownership percentage of investments at cost | 2.34% | 2.34% | |
Investments | |||
Investments at cost | $ 21,450 | $ 21,450 | |
Pittsburgh SMSA Limited Partnership | |||
Investments | |||
Ownership percentage of investments at cost | 3.60% | 3.60% | |
Investments | |||
Investments at cost | $ 22,950 | $ 22,950 | |
CoBank, ACB Stock | |||
Investments | |||
Investments at cost | 7,867 | 8,882 | |
Other | |||
Investments | |||
Investments at cost | $ 273 | $ 273 | |
GTE Mobilnet of Texas RSA #17 Limited Partnership | |||
Investments | |||
Ownership percentage of equity method investee | 20.51% | 20.51% | |
Investments | |||
Equity method investments | $ 19,932 | $ 20,299 | |
Pennsylvania RSA 6(I) Limited Partnership | |||
Investments | |||
Ownership percentage of equity method investee | 16.67% | 16.67% | |
Investments | |||
Equity method investments | $ 7,398 | $ 7,482 | |
Pennsylvania RSA 6(II) Limited Partnership | |||
Investments | |||
Ownership percentage of equity method investee | 23.67% | 23.67% | |
Investments | |||
Equity method investments | $ 28,232 | $ 27,793 |
INVESTMENTS - Equity Method (De
INVESTMENTS - Equity Method (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | Dec. 31, 2020item | |
INVESTMENTS | |||
Number of entity's investments which is accounted for using equity method | item | 3 | 3 | |
Cash distributions received from partnerships treated as equity method investees | $ | $ 5.1 | $ 4.8 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements | ||
CPRs, estimated fair value | $ 180,800 | $ 123,200 |
Recurring | ||
Fair Value Measurements | ||
Current interest rate swap liabilities | (3,612) | (6,297) |
Long-term interest rate swap liabilities | (20,321) | (22,958) |
Total | (23,933) | (29,255) |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value Measurements | ||
Current interest rate swap liabilities | (3,612) | (6,297) |
Long-term interest rate swap liabilities | (20,321) | (22,958) |
Total | (23,933) | (29,255) |
CPRs, estimated fair value | $ 180,800 | $ 123,200 |
FAIR VALUE MEASUREMENTS - Fin_2
FAIR VALUE MEASUREMENTS - Financial Instruments Not Carried at FV (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value Measurements | ||
Long-term debt | $ 2,137,268 | $ 1,978,694 |
Fair Value | ||
Fair Value Measurements | ||
Long-term debt | $ 2,205,286 | $ 2,039,790 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | Apr. 05, 2021USD ($) | Mar. 18, 2021USD ($) | Oct. 02, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 15, 2021USD ($) |
Debt | ||||||||
Total long-term debt and finance leases | $ 2,153,960 | $ 1,996,161 | ||||||
Less: current portion of long-term debt and finance leases | (5,018) | (17,561) | ||||||
Less: deferred debt issuance costs | (43,163) | (45,934) | ||||||
Total long-term debt | $ 2,105,779 | $ 1,932,666 | ||||||
Leverage ratio | 3.90 | |||||||
Repayments of long-term debt | $ 4,208 | |||||||
Gain (loss) on extinguishment of debt | $ (11,980) | $ 234 | ||||||
Maximum | ||||||||
Debt | ||||||||
Leverage ratio for an event of default | 5.85 | |||||||
Senior Secured Credit Facility | Weighted average | ||||||||
Debt | ||||||||
Weighted average interest rate (as a percent) | 5.75% | 5.75% | ||||||
Term Loans | ||||||||
Debt | ||||||||
Total long-term debt and finance leases | $ 987,268 | $ 1,228,694 | ||||||
Unamortized discount | 12,607 | $ 18,181 | ||||||
Aggregate principal amount | $ 1,250,000 | |||||||
Interest rate (as a percent) | 4.75% | |||||||
Quarterly principal payments required | $ 3,100 | |||||||
Issue discount (as a percentage) | 1.50% | |||||||
Variable rate basis, floor (as a percent) | 1.00% | |||||||
Original issuance discount | $ 18,800 | |||||||
Repayments of long-term debt | $ 397,000 | |||||||
Gain (loss) on extinguishment of debt | (12,000) | |||||||
Revolving credit facility | ||||||||
Debt | ||||||||
Maximum borrowing capacity of credit facility | $ 250 | |||||||
Leverage ratio | 3.20 | |||||||
Amounts outstanding | 0 | $ 0 | ||||||
Stand-by letter of credit outstanding | 18,100 | |||||||
Available borrowing capacity | $ 231,900 | |||||||
Reduction in interest rate | 0.25% | |||||||
Revolving credit facility | LIBOR | Maximum | ||||||||
Debt | ||||||||
Margin (as a percent) | 4.00% | |||||||
Revolving credit facility | Alternate base rate | Maximum | ||||||||
Debt | ||||||||
Margin (as a percent) | 3.00% | |||||||
Finance leases | ||||||||
Debt | ||||||||
Total long-term debt and finance leases | $ 16,692 | 17,467 | ||||||
Incremental Term Loan Facility | ||||||||
Debt | ||||||||
Aggregate principal amount | $ 150,000 | |||||||
Leverage ratio | 3.70 | |||||||
Incremental Term Loan Facility | Maximum | ||||||||
Debt | ||||||||
Additional borrowing capacity | $ 300,000 | |||||||
6.50% senior secured notes due 2028 | ||||||||
Debt | ||||||||
Total long-term debt and finance leases | $ 750,000 | $ 750,000 | ||||||
Aggregate principal amount | $ 750,000 | |||||||
Interest rate (as a percent) | 6.50% | 6.50% | 6.50% | |||||
5.00% senior secured notes due 2028 | ||||||||
Debt | ||||||||
Total long-term debt and finance leases | $ 400,000 | |||||||
Less: deferred debt issuance costs | (3,800) | |||||||
Aggregate principal amount | $ 400,000 | |||||||
Interest rate (as a percent) | 5.00% | 5.00% | 5.00% | |||||
Repayments of long-term debt | $ 397,000 | |||||||
6.50% senior secured notes due 2022 | ||||||||
Debt | ||||||||
Aggregate principal amount | $ 440,500 | |||||||
Interest rate (as a percent) | 6.50% | 6.50% | ||||||
Repayments of long-term debt | $ 4,200 | |||||||
Repurchase amount of the aggregate principal | 4,500 | |||||||
Gain (loss) on extinguishment of debt | $ 200 | |||||||
Redemption of principle (in Percent) | 100.00% | |||||||
Second Amendment | Forecast | ||||||||
Debt | ||||||||
Aggregate principal amount | $ 999,900 | |||||||
Interest rate (as a percent) | 3.50% | |||||||
Variable rate basis, floor (as a percent) | 0.75% | |||||||
Second Amendment | Minimum | Forecast | ||||||||
Debt | ||||||||
Gain (loss) on extinguishment of debt | $ (3,000) | |||||||
Second Amendment | Maximum | Forecast | ||||||||
Debt | ||||||||
Gain (loss) on extinguishment of debt | $ (6,000) |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Interest Rate Swaps (Details) $ in Thousands | Mar. 31, 2021USD ($)item | Dec. 31, 2020USD ($) |
Derivatives | ||
Number of swap agreements that provide for the entity or the counterparties to post collateral | item | 0 | |
Interest rate swaps | ||
Derivatives | ||
Total fair value, derivative asset (liability) | $ (23,933) | $ (29,255) |
Accrued expense | Cash flow hedges | Fixed to 1-month floating LIBOR (with floor) | ||
Derivatives | ||
Notional amount | 705,000 | 705,000 |
Accrued expense | (3,612) | (6,297) |
Other long-term liabilities | Cash flow hedges | Fixed to 1-month floating LIBOR (with floor) | ||
Derivatives | ||
Notional amount | 500,000 | 500,000 |
Other long-term liabilities | $ (20,321) | $ (22,958) |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Effect of Interest Rate Derivatives (Details) - Interest rate swaps - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Derivative Instruments | |||
Derivatives | |||
Deferred gain (losses) included in AOCI (pretax) | $ (20,200) | $ (25,200) | |
Loss included in AOCI to be recognized in the next 12 months | (11,000) | ||
Cash flow hedges | |||
Derivatives | |||
Unrealized gain (loss) recognized in AOCI, pretax | 423 | $ (16,152) | |
Deferred loss reclassified from AOCI to interest expense | $ (4,648) | $ (2,175) |
EQUITY (Details)
EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 26, 2021 | Mar. 31, 2021 |
Stock-based compensation plans | ||
Shares of common stock authorized for issuance | 10,050,000 | |
Unrecognized share-based compensation | ||
Unrecognized compensation cost | $ 9.8 | |
Weighted-average period of recognition | 1 year 7 months 6 days | |
Maximum | ||
Stock-based compensation plans | ||
Shares that may be granted in the form of stock options or stock appreciation rights to any eligible employee or director in any calendar year | 300,000 | |
Forecast | ||
Stock-based compensation plans | ||
Additional shares of common stock authorized | 5,400,000 | |
Restricted stock | ||
Shares | ||
Non-vested shares outstanding at the beginning of the period | 833,973 | |
Shares forfeited, cancelled or retired | (16,931) | |
Non-vested shares outstanding at the end of the period | 817,042 | |
Weighted Average Grant Date Fair Value | ||
Non-vested shares outstanding at the beginning of the period (in dollars per share) | $ 7.81 | |
Shares forfeited, cancelled or retired (in dollars per share) | 8.09 | |
Non-vested shares outstanding at the end of the period (in dollars per share) | $ 7.80 | |
Performance shares | ||
Shares | ||
Non-vested shares outstanding at the beginning of the period | 365,040 | |
Shares granted | 788,054 | |
Shares forfeited, cancelled or retired | (15,299) | |
Non-vested shares outstanding at the end of the period | 1,137,795 | |
Weighted Average Grant Date Fair Value | ||
Non-vested shares outstanding at the beginning of the period (in dollars per share) | $ 11.06 | |
Shares granted (in dollars per share) | 6.31 | |
Shares forfeited, cancelled or retired (in dollars per share) | 8.81 | |
Non-vested shares outstanding at the end of the period (in dollars per share) | $ 7.79 |
EQUITY - Compensation costs (De
EQUITY - Compensation costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-based compensation plans | ||
Stock-based compensation expense | $ 1,450 | $ 890 |
Restricted stock | ||
Stock-based compensation plans | ||
Stock-based compensation expense | 765 | 848 |
Performance shares | ||
Stock-based compensation plans | ||
Stock-based compensation expense | $ 685 | $ 42 |
EQUITY - Changes in AOCI (Detai
EQUITY - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated other comprehensive loss, net of tax, by component | ||
Balance at the beginning of the period | $ (109,418) | |
Other comprehensive loss before reclassifications | 313 | |
Amounts reclassified from accumulated other comprehensive loss | 3,598 | |
Net current period other comprehensive income (loss) | 3,911 | $ (10,000) |
Balance at the end of the period | (105,507) | |
Pension and Post-Retirement Obligations | ||
Accumulated other comprehensive loss, net of tax, by component | ||
Balance at the beginning of the period | (90,887) | |
Amounts reclassified from accumulated other comprehensive loss | 162 | |
Net current period other comprehensive income (loss) | 162 | |
Balance at the end of the period | (90,725) | |
Derivative Instruments | ||
Accumulated other comprehensive loss, net of tax, by component | ||
Balance at the beginning of the period | (18,531) | |
Other comprehensive loss before reclassifications | 313 | |
Amounts reclassified from accumulated other comprehensive loss | 3,436 | |
Net current period other comprehensive income (loss) | 3,749 | |
Balance at the end of the period | $ (14,782) |
EQUITY - Reclassification from
EQUITY - Reclassification from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
EQUITY | ||
Income (loss) before income taxes | $ (67,383) | $ 20,664 |
Interest expense | (48,415) | (32,095) |
Tax benefit (expense) | 5,300 | (5,041) |
Net income (loss) | (62,083) | 15,623 |
Pension and Post-Retirement Obligations | ||
EQUITY | ||
Prior service cost | 195 | (442) |
Actuarial gain (loss) | (415) | (12) |
Income (loss) before income taxes | (220) | (454) |
Tax benefit (expense) | 58 | 118 |
Net income (loss) | (162) | (336) |
Derivative Instruments | ||
EQUITY | ||
Interest expense | (4,648) | (2,175) |
Tax benefit (expense) | 1,212 | 567 |
Net income (loss) | $ (3,436) | $ (1,608) |
PENSION PLANS AND OTHER POST-_3
PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS - Components of net periodic pension cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plans | ||
Components of net periodic pension costs | ||
Interest cost | $ 5,681 | $ 6,520 |
Expected return on plan assets | (9,263) | (8,645) |
Net amortization loss (gain) | 557 | 311 |
Net prior service cost (credit) amortization | 30 | 30 |
Net periodic pension cost (benefit) | (2,995) | (1,784) |
Post-retirement Benefit Obligations | ||
Components of net periodic pension costs | ||
Service cost | 222 | 258 |
Interest cost | 657 | 884 |
Expected return on plan assets | (50) | (46) |
Net amortization loss (gain) | (142) | (299) |
Net prior service cost (credit) amortization | (225) | 412 |
Net periodic pension cost (benefit) | $ 462 | $ 1,209 |
PENSION PLANS AND OTHER POST-_4
PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS - Contributions (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)itememployee | |
Defined Benefit Plans | |
Defined benefit plans | |
New benefits accrued | $ 0 |
Expected contribution to pension plan | 20,700,000 |
Employer contributions | $ 4,200,000 |
Post-retirement Benefit Obligations | |
Defined benefit plans | |
Number of persons eligible to become a new participant | employee | 0 |
Assets in unfunded plans | $ 0 |
Expected contribution to pension plan | 8,800,000 |
Employer contributions | $ 2,000,000 |
Supplemental Plans | |
Defined benefit plans | |
Number of persons eligible to become a new participant | item | 0 |
Assets in unfunded plans | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
INCOME TAXES | |||
Unrecognized tax benefits | $ 4.9 | $ 4.9 | |
Unrecognized tax benefits that would impact effective tax rate | $ 4.7 | $ 4.7 | |
Effective tax rate (as a percent) | 7.90% | 24.40% | |
Effective tax rate exclusive of taxable adjustment | 26.00% | 24.40% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Litigation (Details) $ in Millions | 3 Months Ended | 108 Months Ended | |
Mar. 31, 2021USD ($)subsidiary | Dec. 31, 2016USD ($) | May 31, 2017USD ($) | |
Litigation and Contingencies | |||
Payments to DOR | $ 2.1 | ||
Number of subsidiaries that received assessment notice | subsidiary | 2 | ||
Consolidated Communications Enterprise Services Inc. (CCES) | |||
Litigation and Contingencies | |||
Litigation amount accrued | $ 1.5 | ||
Consolidated Communications of Pennsylvania Company LLC (CCPA) | |||
Litigation and Contingencies | |||
Litigation amount accrued | $ 0.7 | ||
Assessment by Commonwealth of Pennsylvania Department of Revenue | Maximum | |||
Litigation and Contingencies | |||
Potential liability amount guaranteed | $ 5 | ||
Assessment by Commonwealth of Pennsylvania Department of Revenue | Consolidated Communications Enterprise Services Inc. (CCES) | |||
Litigation and Contingencies | |||
Total additional tax liability calculated by the auditors | $ 6.1 | ||
Assessment by Commonwealth of Pennsylvania Department of Revenue | Consolidated Communications of Pennsylvania Company LLC (CCPA) | |||
Litigation and Contingencies | |||
Total additional tax liability calculated by the auditors | $ 7.4 |