Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SHENANDOAH TELECOMMUNICATIONS CO/VA/ | ||
Entity Central Index Key | 354,963 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 49,097,761 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1.8 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 36,193 | $ 76,812 |
Accounts receivable, net | 69,789 | 29,778 |
Income taxes receivable | 0 | 7,694 |
Inventory, net | 39,043 | 4,183 |
Prepaid expenses and other | 16,440 | 8,573 |
Deferred income taxes | 0 | 907 |
Total current assets | 161,465 | 127,947 |
Investments, including $2,907 and $2,654 carried at fair value | 10,276 | 10,679 |
Property, plant and equipment, net | 698,122 | 410,018 |
Other Assets | ||
Intangible assets, net | 454,532 | 66,993 |
Goodwill | 145,256 | 10 |
Deferred charges and other assets, net | 14,756 | 11,504 |
Total assets | 1,484,407 | 627,151 |
Current Liabilities | ||
Current maturities of long-term debt, net of unamortized loan fees | 32,041 | 22,492 |
Accounts payable | 72,810 | 13,009 |
Advanced billings and customer deposits | 20,427 | 11,674 |
Accrued compensation | 9,465 | 5,915 |
Accrued Income Taxes, Current | 435 | 0 |
Accrued liabilities and other | 29,085 | 7,639 |
Total current liabilities | 164,263 | 60,729 |
Long-term debt, less current maturities, net of unamortized loan fees | 797,224 | 177,169 |
Other Long-Term Liabilities | ||
Deferred income taxes | 151,837 | 74,868 |
Deferred lease payable | 18,042 | 8,142 |
Asset retirement obligations | 15,666 | 7,266 |
Retirement plan obligations | 17,738 | 2,654 |
Other liabilities | 23,743 | 6,385 |
Total other liabilities | 227,026 | 99,315 |
Commitments and Contingencies | ||
Shareholders’ Equity | ||
Common stock, no par value, authorized 96,000 shares; issued and outstanding 48,935 shares in 2016 and 48,475 shares in 2015 | 45,482 | 32,776 |
Retained earnings | 243,624 | 256,747 |
Accumulated other comprehensive income, net of taxes | 6,788 | 415 |
Total shareholders’ equity | 295,894 | 289,938 |
Total liabilities and shareholders’ equity | $ 1,484,407 | $ 627,151 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Investments at fair value | $ 2,907 | $ 2,654 |
Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 96,000,000 | 96,000,000 |
Common stock, shares issued (in shares) | 48,935,000 | 48,475,000 |
Common stock, shares outstanding (in shares) | 48,935,000 | 48,475,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Operating revenues | $ 535,288 | $ 342,485 | $ 326,946 |
Operating expenses | |||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | 193,520 | 121,330 | 129,743 |
Selling, general and administrative, exclusive of depreciation and amortization shown below | 133,325 | 72,821 | 69,370 |
Integration and acquisition expenses | 42,232 | 3,546 | 0 |
Depreciation and amortization | 143,685 | 70,702 | 65,890 |
Total operating expenses | 512,762 | 268,399 | 265,003 |
Operating income | 22,526 | 74,086 | 61,943 |
Other income (expense) | |||
Interest expense | (25,102) | (7,355) | (8,148) |
Gain on investments, net | 271 | 105 | 208 |
Non-operating income, net | 4,250 | 1,754 | 2,031 |
Income before income taxes | 1,945 | 68,590 | 56,034 |
Income tax expense | 2,840 | 27,726 | 22,151 |
Net income (loss) | (895) | 40,864 | 33,883 |
Other comprehensive income: | |||
Unrealized gain (loss) on interest rate hedge, net of tax | 6,373 | (707) | (1,472) |
Comprehensive income | $ 5,478 | $ 40,157 | $ 32,411 |
Earnings (loss) per share: | |||
Basic (in dollars per share) | $ (0.02) | $ 0.84 | $ 0.70 |
Diluted (in dollars per share) | $ (0.02) | $ 0.83 | $ 0.70 |
Weighted average shares outstanding, basic (in shares) | 48,807 | 48,388 | 48,198 |
Weighted average shares outstanding, diluted (in shares) | 48,807 | 49,024 | 48,720 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2013 | $ 234,315 | $ 26,759 | $ 204,962 | $ 2,594 |
Balance (in shares) at Dec. 31, 2013 | 48,080 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 33,883 | 33,883 | ||
Other comprehensive income (loss), net of tax | (1,472) | (1,472) | ||
Dividends declared | (11,333) | (11,333) | ||
Dividends reinvested in common stock | 572 | $ 572 | ||
Dividends reinvested in common stock (in shares) | 39 | |||
Stock based compensation | 2,624 | $ 2,624 | ||
Common stock issued through exercise of incentive stock options | 1,141 | $ 1,141 | ||
Common stock issued through exercise of incentive stock options (in shares) | 102 | |||
Common stock issued for share awards (in shares) | 162 | |||
Common stock issued | 6 | $ 6 | ||
Common stock issued (in shares) | 2 | |||
Common stock repurchased | (1,785) | $ (1,785) | ||
Common stock repurchased (in shares) | (120) | |||
Net excess tax benefit from stock options exercised | 395 | $ 395 | ||
Balance at Dec. 31, 2014 | 258,346 | $ 29,712 | 227,512 | 1,122 |
Balance (in shares) at Dec. 31, 2014 | 48,265 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 40,864 | 40,864 | ||
Other comprehensive income (loss), net of tax | (707) | (707) | ||
Dividends declared | (11,629) | (11,629) | ||
Dividends reinvested in common stock | 544 | $ 544 | ||
Dividends reinvested in common stock (in shares) | 22 | |||
Stock based compensation | 2,719 | $ 2,719 | ||
Common stock issued through exercise of incentive stock options | 996 | $ 996 | ||
Common stock issued through exercise of incentive stock options (in shares) | 87 | |||
Common stock issued for share awards (in shares) | 212 | |||
Common stock issued | 11 | $ 11 | ||
Common stock issued (in shares) | 1 | |||
Common stock repurchased | (1,885) | $ (1,885) | ||
Common stock repurchased (in shares) | (111) | |||
Net excess tax benefit from stock options exercised | 679 | $ 679 | ||
Balance at Dec. 31, 2015 | $ 289,938 | $ 32,776 | 256,747 | 415 |
Balance (in shares) at Dec. 31, 2015 | 48,475 | 48,475 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ (895) | (895) | ||
Other comprehensive income (loss), net of tax | 6,373 | 6,373 | ||
Dividends declared | (12,228) | (12,228) | ||
Dividends reinvested in common stock | 524 | $ 524 | ||
Dividends reinvested in common stock (in shares) | 19 | |||
Stock based compensation | 3,506 | $ 3,506 | ||
Common stock issued through exercise of incentive stock options | 3,359 | $ 3,359 | ||
Common stock issued through exercise of incentive stock options (in shares) | 371 | |||
Common stock issued for share awards (in shares) | 190 | |||
Common stock issued | 14 | $ 14 | ||
Common stock issued (in shares) | 2 | |||
Common stock issued to acquire non-controlling interests of nTelos | 10,400 | $ 10,400 | ||
Common stock issued to acquire a non-controlling interests of nTelos (in shares) | 76 | |||
Common stock repurchased | (5,097) | $ (5,097) | ||
Common stock repurchased (in shares) | (198) | |||
Balance at Dec. 31, 2016 | $ 295,894 | $ 45,482 | $ 243,624 | $ 6,788 |
Balance (in shares) at Dec. 31, 2016 | 48,935 | 48,935 |
CONSOLIDATED STATEMENTS OF SHA6
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared per share (in dollars per share) | $ 0.25 | $ 0.24 | $ 0.235 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (895) | $ 40,864 | $ 33,883 |
Adjustments to reconcile net income(loss) to net cash provided by operating activities: | |||
Depreciation | 123,995 | 69,287 | 63,324 |
Amortization reflected as operating expense | 19,690 | 1,415 | 2,566 |
Amortization reflected as contra revenue | 14,030 | 0 | 0 |
Amortization reflected as rent expense | 728 | 0 | 0 |
Provision for bad debt | 2,456 | 1,640 | 1,678 |
Straight line adjustment to management fee revenue | 11,974 | 0 | 0 |
Stock based compensation expense | 3,021 | 2,333 | 2,624 |
Excess tax benefits on stock option exercises | 0 | (679) | (395) |
Deferred income taxes | (52,875) | (451) | 2,975 |
Net loss (gain) on disposal of equipment | (23) | 235 | 1,975 |
Unrealized (gains) loss on investments | (143) | 141 | 51 |
Net gains from patronage and equity investments | (795) | (805) | (852) |
Amortization of long term debt issuance costs | 3,914 | 567 | 605 |
Net benefit from retirement plans | (4,396) | 0 | 0 |
Other | 29 | 113 | 1,515 |
(Increase) decrease in: | |||
Accounts receivable | 14,581 | (1,047) | (6,225) |
Inventory, net | (30,288) | 492 | 1,921 |
Income taxes receivable | 7,694 | 7,058 | 1,824 |
Other assets | 5,273 | (6,368) | 1,055 |
Increase (decrease) in: | |||
Accounts payable | 42,496 | 2,753 | 5,040 |
Income taxes payable | 435 | 0 | 0 |
Deferred lease payable | 4,273 | 962 | 1,024 |
Other deferrals and accruals | (3,648) | 811 | 405 |
Net cash provided by operating activities | 161,526 | 119,321 | 114,993 |
Cash Flows From Investing Activities | |||
Acquisition of property, plant and equipment | (173,231) | (69,679) | (68,232) |
Proceeds from sale of assets | 5,510 | 363 | 551 |
Cash disbursed for acquisition, net of cash acquired | (657,354) | 0 | 0 |
Release of restricted cash | 2,167 | 0 | 0 |
Cash distributions from investments | 2,895 | 54 | 43 |
Net cash used in investing activities | (820,013) | (69,262) | (67,638) |
Cash Flows From Financing Activities | |||
Principal payments on long-term debt | (213,793) | (23,000) | (5,750) |
Amounts borrowed under debt agreements | 860,000 | 0 | 0 |
Cash paid for debt issuance costs | (14,910) | (7,880) | 0 |
Dividends paid, net of dividends reinvested | (11,705) | (11,085) | (10,761) |
Excess tax benefits on stock option exercises | 0 | 679 | 395 |
Repurchases of common stock | (5,097) | (1,885) | (1,785) |
Proceeds from issuances of common stock | 3,373 | 1,007 | 1,147 |
Net cash provided by (used in) financing activities | 617,868 | (42,164) | (16,754) |
Net increase (decrease) in cash and cash equivalents | (40,619) | 7,895 | 30,601 |
Cash and cash equivalents: | |||
Beginning | 76,812 | 68,917 | 38,316 |
Ending | 36,193 | 76,812 | 68,917 |
Cash payments for: | |||
Interest, net of capitalized interest of $1,374 in 2016, $436 in 2015, and $373 in 2014 | 21,187 | 6,784 | 7,548 |
Income taxes paid, net | $ 44,983 | $ 21,119 | $ 17,233 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Disclosures of Cash Flow Information Cash payments for: | |||
Capitalized interest | $ 1,374 | $ 436 | $ 373 |
Other cash flow information: | |||
Capital expenditures incurred | 14,386 | 5,597 | 6,492 |
Common stock issued to acquire non-controlling interests of nTelos | 10,400 | ||
Unamortized loan allocation to long-term debt current maturities | 5,200 | ||
Increase in fair value of interest rate swaps | 10,525 | ||
Increase in deferred tax liabilities | 4,162 | ||
Increase in accumulated other comprehensive income | $ 6,373 | $ (707) | $ (1,472) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Description of business: Shenandoah Telecommunications Company and its subsidiaries (collectively, the “Company”) provide wireless personal communications service (“PCS”) under the Sprint brand, and telephone service, cable television, unregulated communications equipment sales and services, and internet access under the Shentel brand. In addition, the Company leases towers and operates and maintains an interstate fiber optic network. Pursuant to a management agreement with Sprint and its related parties (collectively, “Sprint”), the Company has been the exclusive Sprint PCS Affiliate providing wireless mobility communications network products and services on the 800 MHz, 1900 MHz and 2.5 GHz spectrum ranges in the geographic area extending from Altoona, Harrisburg and York, Pennsylvania, south through Western Maryland and the panhandle of West Virginia to Harrisonburg, Virginia. With the recent acquisition of nTelos (see Note 16), the Company's wireless service has expanded to include south-central and western Virginia, West Virginia, and small portions of Kentucky and Ohio. This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers. The Company is licensed to use the Sprint brand name in this territory, and operates its network under the Sprint radio spectrum license. The Company's other operations are located in the four -state region surrounding the Northern Shenandoah Valley of Virginia. A summary of the Company's significant accounting policies follows: Principles of consolidation: The consolidated financial statements include the accounts of all wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no involvement with variable interest entities. The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. Use of estimates: Management of the Company has made a number of estimates and assumptions related to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management reviews its estimates, including those related to recoverability and useful lives of assets as well as liabilities for income taxes and pension benefits. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those reported estimates. Cash and cash equivalents: The Company considers all temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2015 included $40.1 million invested in institutional cash management funds. The Company places its temporary cash investments with high credit quality financial institutions. Generally, such investments are in excess of FDIC or SIPC insurance limits. Accounts receivable: Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience and industry and local economic data. The Company reviews its allowance for doubtful accounts monthly. Past due balances meeting specific criteria are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable are concentrated among customers within the Company's geographic service area and large telecommunications companies. Changes in the allowance for doubtful accounts for trade accounts receivable for the years ended December 31, 2016 , 2015 and 2014 are summarized below (in thousands): 2016 2015 2014 Balance at beginning of year $ 418 $ 762 $ 924 Bad debt expense 2,456 1,640 1,678 Losses charged to allowance (2,743 ) (2,586 ) (2,218 ) Recoveries added to allowance 628 602 378 Balance at end of year $ 759 $ 418 $ 762 Inventories: The Company's inventories consist primarily of items held for resale such as devices and accessories. The Company values its inventory at the lower of cost or market. Inventory cost is computed on an average cost basis. Market value is determined by reviewing current replacement cost, marketability and obsolescence. Investments: The classifications of debt and equity securities are determined by management at the date individual investments are acquired. The appropriateness of such classification is periodically reassessed. The Company monitors the fair value of all investments, and based on factors such as market conditions, financial information and industry conditions, the Company will reflect impairments in values as is warranted. The classification of those securities and the related accounting policies are as follows: Investments Carried at Fair Value: Investments in equity and bond mutual funds and investment trusts held within the Company’s rabbi trust, which is related to the Company’s unfunded Supplemental Executive Retirement Plan, are reported at fair value using net asset value per share. The Company has elected to recognize unrealized gains and losses on investments carried at fair value in earnings, pursuant to the fair value option in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurement . Investments Carried at Cost: Investments in common stock in which the Company does not have a significant ownership (less than 20% ) and for which there is no ready market, are carried at cost. This category includes required investments to obtain services, primarily with CoBank. Information regarding investments carried at cost is reviewed for evidence of impairment in value. Impairments are charged to earnings and a new cost basis for the investment is established. Equity Method Investments: Investments in partnerships and in unconsolidated corporations where the Company's ownership is 20% or more, but less than 50% , or where the Company otherwise has the ability to exercise significant influence, are reported under the equity method. Under this method, the Company's equity in earnings or losses of investees is reflected in earnings. Distributions received reduce the carrying value of these investments. The Company recognizes a loss when there is a decline in value of the investment which is other than a temporary decline. Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation and amortization. The Company capitalizes all costs associated with the purchase, deployment and installation of property, plant and equipment, including interest costs on major capital projects during the period of their construction. Expenditures, including those on leased assets, which extend the useful life or increase its utility, are capitalized. Maintenance expense is recognized when repairs are performed. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Depreciation and amortization is not included in the income statement line items “Cost of goods and services” or “Selling, general and administrative.” Depreciable lives are assigned to assets based on their estimated useful lives. Leasehold improvements are depreciated over the lesser of their useful lives or respective lease terms. The Company takes technology changes into consideration as it assigns the estimated useful lives, and monitors the remaining useful lives of asset groups to reasonably match the remaining economic life with the useful life and makes adjustments when necessary. Valuation of long-lived assets: Long‑lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value : Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial instruments presented on the consolidated balance sheets for which the carrying value approximates fair value include: cash and cash equivalents, receivables, investments carried at fair value, payables, accrued liabilities, interest rate swaps and variable-rate long-term debt. The Company measures its interest rate swaps at fair value and recognizes such derivative instruments as either assets or liabilities on the Company’s consolidated balance sheet. Changes in the fair value of swaps are recognized in other comprehensive income, as the Company has designated these swaps as cash flow hedges for accounting purposes. The Company entered into these swaps to manage a portion of its exposure to interest rate movements by converting a portion of its variable rate long-term debt to fixed rate debt. Asset retirement obligations: The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from acquisition, construction, development and/or normal use of the assets. The Company also records a corresponding asset, which is depreciated over the life of the tangible long-lived asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Company records the retirement obligation on towers owned and cell site improvements where there is a legal obligation to remove the tower or cell site improvements and restore the site to its original condition. The terms associated with its operating leases, and applicable zoning ordinances of certain jurisdictions, define the Company’s obligations which are estimated and vary based on the size of the towers. The Company’s cost to remove the tower or cell site improvements is amortized over the life of the tower or cell site assets. During 2015, new information was received regarding the cost to remove tower site improvements. The Company recorded an adjustment to the wireless segment asset retirement obligation liabilities to reflect changes in the estimated future cash flows underlying the obligation to remove tower site improvements. Changes in the liability for asset removal obligations for the years ended December 31, 2016 , 2015 and 2014 are summarized below (in thousands): 2016 2015 2014 Balance at beginning of year $ 7,266 $ 6,928 $ 6,485 Liabilities acquired in acquisition 14,056 — — Additional liabilities accrued 157 490 403 Changes to prior estimates — (467 ) — Payments made (609 ) (77 ) (334 ) Accretion expense 637 392 374 Balance at end of year $ 21,507 $ 7,266 $ 6,928 The short term portion of the asset retirement obligation of $5.8 million is included in accrued liabilities and other for the year ended December 31, 2016 on the Company's consolidated balance sheets. See note 10 for additional information. Goodwill and intangible assets: In connection with the acquisition of a business, a portion of the purchase price may be allocated to identifiable intangible assets with indefinite lives, such as franchise rights, and goodwill, which is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is recorded in the segment that was affected by the acquisition. Goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates that impairment is more likely than not to have occurred. In conducting its annual impairment testing, the Company may first perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or if the Company elects not to perform a qualitative assessment of a reporting unit, the Company then compares the fair value of the reporting unit to the related net book value. If the net book value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized. The Company elected not to perform the qualitative assessment and performed a quantitative test comparing the fair value with the carrying amounts and concluded that no impairment existed as of October 1, 2016. Intangible assets with indefinite lives, primarily cable franchise rights, are assessed annually, at November 1, for impairment and in interim periods if certain triggering events occur indicating that the carrying value may be impaired. The Company determined that no impairment of cable segment franchise rights was required for the years ended December 31, 2016 , 2015 and 2014 . The fair value of cable franchise rights, which is determined by a “greenfield” analysis (Level 3 fair value), was determined to exceed its $64.3 million carrying value by approximately $28.2 million at December 31, 2016 , and exceeded its $64.1 carrying value by approximately $11.3 million at December 31, 2015 . Changes in the carrying amount of goodwill during the year ended December 31, 2016 are shown below (in thousands): Goodwill as of December 31, 2015, Wireline segment $ 10 Goodwill recorded January 2016, Cable segment, Colane acquisition 104 Goodwill recorded May 2016, Wireless segment, nTelos acquisition 145,142 Goodwill as of December 31, 2016 $ 145,256 Intangible assets consist of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Non-amortizing intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,059 $ — $ 64,059 Railroad crossing rights 97 — 97 39 — 39 64,431 — 64,431 64,098 — 64,098 Finite-lived intangibles: Affiliate contract expansion 284,102 (14,030 ) 270,072 — — — Acquired subscribers – wireless 120,855 (18,738 ) 102,117 — — — Favorable leases - wireless 16,950 (1,130 ) 15,820 — — — Acquired subscribers – cable 25,265 (24,631 ) 634 25,326 (23,805 ) 1,521 Other intangibles 2,212 (754 ) 1,458 1,938 (564 ) 1,374 Total finite-lived intangibles 449,384 (59,283 ) 390,101 27,264 (24,369 ) 2,895 Total intangible assets $ 513,815 $ (59,283 ) $ 454,532 $ 91,362 $ (24,369 ) $ 66,993 For the years ended December 31, 2016 , 2015 and 2014 , amortization expense, including amortization recorded as a contra revenue and as rent expense, related to intangible assets was approximately $34.9 million , $1.4 million and $2.6 million , respectively. Unfavorable leases in the wireless segment are included in deferred lease payables and amortized to rent expense. Aggregate amortization expense, including amortization recorded as a contra revenue, for intangible assets for the periods shown is expected to be as follows: Year Ending Total Amount Reflected as Contra Revenue Amount Reflected as Rent Expense Amount Reflected as Amortization Expense (in thousands) 2017 $ 46,807 $ 21,045 $ 1,695 $ 24,067 2018 40,797 21,044 1,695 18,058 2019 36,561 21,045 1,695 13,821 2020 33,685 21,044 1,695 10,946 2021 30,923 21,045 1,695 8,183 thereafter 201,328 164,849 7,345 29,134 Total $ 390,101 $ 270,072 $ 15,820 $ 104,209 Deferred charges and other assets: Deferred charges and other assets consist of derivatives used for hedging purposes and debt issuance costs related to available lines of credit and other unused funds, which are amortized on a straight-line method over the remaining draw period. Retirement plans: The Company maintains a Supplemental Executive Retirement Plan (“SERP”) for selected employees. This is an unfunded defined contribution plan. The Company created and funded a rabbi trust to hold assets equal to the liabilities under this plan. Participant balances and earnings thereon continue to be maintained for this plan, but no new participants or contributions have been added to the plan since 2010. Through the Company’s acquisition of nTelos, the Company assumed nTelos’ non-contributory defined benefit pension plan (“Pension Plan”) covering all employees who met eligibility requirements and were employed by nTelos prior to October 1, 2003. The Pension Plan was closed to nTelos employees hired on or after October 1, 2003. Pension benefits vest after five years of plan service and are based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee retires before reaching age 65 and elects to receive the benefit prior to age 65. Effective December 31, 2012, nTelos froze future benefit accruals. The Company uses updated mortality tables published by the Society of Actuaries that predict increasing life expectancies in the United States. IRC Sections 412 and 430 and Sections 302 and 303 of the Employee Retirement Income Security Act of 1974, as amended establish minimum funding requirements for defined benefit pension plans. The minimum required contribution is generally equal to the target normal cost plus the shortfall amortization installments for the current plan year and each of the six preceding plan years less any calculated credit balance. If plan assets (less calculated credits) are equal to or exceed the funding target, the minimum required contribution is the target normal cost reduced by the excess funding, but not below zero. The Company’s policy is to make contributions to stay at or above the threshold required in order to prevent benefit restrictions and related additional notice requirements and is intended to provide not only for benefits based on service to date, but also for those expected to be earned in the future. The Company also assumed one qualified nonpension postretirement benefit plan that provides certain health care benefits for nTelos retired employees that meet eligibility requirements. The health care plan is contributory, with participants’ contributions adjusted annually. This plan is not available to employees hired after April 1993. The accounting for the plan anticipates that the Company will maintain a consistent level of cost sharing for the benefits with the retirees. The Company’s share of the projected cost of benefits that will be paid after retirement is generally being accrued by charges to expense over the eligible employees’ service periods to the dates they are fully eligible for benefits. The Company records annual amounts relating to the Pension Plan and postretirement benefit plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, turnover rates and healthcare cost trend rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. We recognize gains and losses on pension and postretirement plan assets and obligations immediately in our operating results. These gains and losses are measured annually at December 31 and accordingly are recorded during the fourth quarter, unless earlier re-measurements are required. The Company maintains a defined contribution 401(k) plan under which substantially all employees may defer a portion of their earnings on a pretax basis, up to the allowable federal maximum annual contribution amount. The Company may make matching and discretionary contributions to this plan. The Company acquired nTelos' defined contribution 401(k) plan at the time of the acquisition. The nTelos plan was merged into the Company's plan as of December 31, 2016. None of these plans directly hold Company common stock in their investment portfolios. Income taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the recoverability of tax assets generated on a state-by-state basis from net operating losses apportioned to that state. Management uses a more likely than not threshold to make that determination and has concluded that at December 31, 2016 and 2015 , a valuation allowance against certain state deferred tax assets is necessary, as discussed in Note 6. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses . Revenue recognition: The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered or products have been delivered, the price to the buyer is fixed and determinable and collectability is reasonably assured. Revenues are recognized by the Company based on the various types of transactions generating the revenue. For services, revenue is recognized as the services are performed. For equipment sales, revenue is recognized when the sales transaction is complete. Under the Sprint Management Agreement, postpaid wireless service revenues are reported net of an 8% Management Fee and an 8.6% Net Service Fee, retained by Sprint. Prepaid wireless service revenues are reported net of a 6% Management Fee retained by Sprint. Under the Company’s amended affiliate agreement, Sprint agreed to waive the management fee, which is historically presented as a contra-revenue by the Company, for a period of approximately six years. The impact of Sprint’s waiver of the management fee over the approximate six-year period is reflected as an increase in revenue, offset by the non-cash adjustment to recognize this impact on a straight-line basis over the contract term of approximately 14 years. Earnings per share: Basic net income(loss) per share was computed on the weighted average number of shares outstanding. Diluted net income per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options. Shares and options outstanding were 911 thousand , 1,312 thousand , and 1,394 thousand at December 31, 2016 , 2015 and 2014 , respectively. For 2016, due to the net loss, diluted shares are equal to weighted average shares, and diluted earnings (loss) per share is equal to basic income (loss) per share. At December 31, 2015 and 2014 , 92 thousand and 22 thousand shares were anti-dilutive, respectively, and have been excluded from the computation of diluted earnings per share shown below. There were no adjustments to net income in the computation of diluted earnings per share for any of the years presented. The following tables show the computation of basic and diluted earnings per share for the years ended December 31, 2016 , 2015 and 2014 : 2016 2015 2014 Basic income (loss) per share (in thousands, except per share amounts) Net income (loss) $ (895 ) $ 40,864 $ 33,883 Weighted average shares outstanding 48,807 48,388 48,198 Basic income (loss) per share $ (0.02 ) $ 0.84 $ 0.70 Effect of stock options outstanding: Weighted average shares outstanding 48,807 48,388 48,198 Assumed exercise, at the strike price at the beginning of year — 1,302 1,410 Assumed repurchase of shares under treasury stock method — (666 ) (888 ) Diluted weighted average shares 48,807 49,024 48,720 Diluted income (loss) per share $ (0.02 ) $ 0.83 $ 0.70 Contingencies: The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Adoption of New Accounting Principles During 2016 , the Company adopted four recent accounting principles: Accounting Standards Update 2015-3, “Interest – Imputation of Interest” (ASU 2015-3), ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, ASU 2016-9, “Improvements to Employee Share-based Payment Accounting,” and ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” ASU 2015-3 requires that premiums, discounts, and loan fees and costs associated with long term debt be reflected as a reduction of the outstanding debt balance. Previous guidance had treated such loan fees and costs as a deferred charge on the balance sheet. As a result of implementing ASU 2015-3, the Company reclassified $1.6 million of unamortized loan fees and costs included in deferred charges and other assets as of December 31, 2015 to long-term debt. Approximately $0.5 million was allocated to current maturities of long-term debt, and $1.1 million to long term debt. Total assets, as well as total liabilities and shareholders’ equity, were also reduced by the same $1.6 million . In addition, the Company reclassified $4.3 million of unamortized loan fees and costs included in deferred charges and other assets to long term debt in connection with the new Term loan A-1 and A-2 borrowing related to the acquisition of nTelos. Total assets, as well as total liabilities and shareholders’ equity, were also reduced by the same $4.3 million . There was no impact on the statements of income or cash flows. ASU 2015-17 simplifies accounting for deferred taxes by eliminating the requirement to present deferred tax assets and liabilities as current and non-current in a classified balance sheet. Due to the immaterial balance of current deferred tax assets ( $0.9 million as of December 31, 2015 ), the Company has elected to apply this guidance prospectively, and thus prior periods have not been retrospectively adjusted. ASU 2016-9 simplifies certain provisions related to the accounting for the tax effects of stock-based compensation transactions. In particular for the Company, it eliminates the requirement to determine for each award whether the difference between book compensation and tax compensation results in an excess tax benefit or a tax deficiency, which generally speaking, result in an entry to additional paid-in-capital. Under the new guidance, all tax effects for exercised or vested awards are recognized as discrete items in income tax expense, and the Company recognized $1.7 million of tax benefits through income tax expense in 2016. The new guidance also allows an employer to withhold shares to cover more than the minimum statutory withholding taxes (but not more than the maximum statutory withholding requirements) without causing an equity-classified award to become a liability classified award. The other provisions of the new guidance are either not applicable or have no significant impact on the Company’s accounting for stock-based compensation transactions. The Company has elected to early adopt the new guidance and apply it prospectively to tax effects on share-based compensation transactions. ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. See Note 16 for adjustments recorded during 2016. |
Equipment Installment Plan Rece
Equipment Installment Plan Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment Installment Plan Receivables | Equipment Installment Plan Receivables As part of the acquisition of nTelos, the Company acquired the accounts receivable associated with nTelos’ Equipment Installment Plan, (“EIP”). This plan allowed EIP subscribers to pay for their devices in installments over a 24 -month period. At the time of an installment sale, nTelos imputed interest on the installment receivable using current market interest rate estimates ranging from approximately 5% to 10% . Additionally, the customer had the right to trade in their original device after a specified period of time for a new device and have the remaining unpaid balance satisfied. This trade-in right was measured at the estimated fair value of the device being traded in based on current trade-in values and the timing of the trade-in. Immediately following the acquisition, the Company terminated the EIP offering but has continued to service the installment receivable and trade in obligation until such time that the customer migrates to Sprint. The accounts receivable associated with EIP and the trade-in liability were estimated at its fair value at acquisition date in accordance with ASC 805, “Business Combinations”. There was $0.7 million of unmigrated, acquired EIP receivables as of December 31, 2016. The short term portion of $0.6 million is included in accounts receivable, net. The long term portion of $0.1 million is included in deferred charges and other assets, net. An additional $6.7 million of acquired EIP receivables have been subsequently transferred to Sprint and the resulting receivables from Sprint are also included in accounts receivable, net, as of December 31, 2016. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments [Abstract] | |
Investments | Investments The Company has three classifications of investments: investments carried at fair value, investments carried at cost, and equity method investments. See Note 1 for definitions of each classification of investment. At December 31, 2016 and 2015 , investments carried at fair value consisted of: 2016 2015 (in thousands) Taxable bond funds $ 24 $ 24 Domestic equity funds 2,787 2,564 International equity funds 96 66 $ 2,907 $ 2,654 Investments carried at fair value were acquired under a rabbi trust arrangement related to the Company’s SERP. The Company purchases investments in the trust to mirror the investment elections of participants in the SERP; gains and losses on the investments in the trust are reflected as increases or decreases in the liability owed to the participants. The Company recorded unrealized gains of $ 143 thousand in 2016 and unrealized losses of $141 thousand and $51 thousand in 2015 and 2014 , respectively. Dividends received from the investment totaled $110 thousand , $134 thousand , and $184 thousand during 2016 , 2015 and 2014 , respectively. Fair values for these investments are determined by quoted market prices (“Level 1 fair values”) for the underlying mutual funds, which may be based upon net asset value. At December 31, 2016 and 2015 , other investments, comprised of equity securities which do not have readily determinable fair values, consist of the following: 2016 2015 Cost method: (in thousands) CoBank $ 6,177 $ 4,137 Other – Equity in other telecommunications partners 742 760 6,919 4,897 Equity method: Private equity limited partnerships — 2,624 Other 450 504 450 3,128 Total other investments $ 7,369 $ 8,025 The Company’s investment in CoBank increased $540 thousand and $388 thousand in the years ended December 31, 2016 and 2015 , respectively, due to the ongoing patronage earned from the outstanding investment and loan balances the Company has with CoBank. The Company also recorded an additional $1.5 million in CoBank investment as a result of the nTelos acquisition. During the year ended December 31, 2016 , the Company received distributions from its investments totaling $2.9 million in cash. During 2016, the Company accepted an offer for the sale of the remaining shares of an equity method investment. Equity method investments had a net gain of $128 thousand in the year ended December 31, 2016 . |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following at December 31, 2016 and 2015 : Estimated Useful Lives 2016 2015 (in thousands) Land $ 13,057 $ 4,181 Buildings and structures 10 – 40 years 115,960 108,341 Cable and wire 4 – 40 years 235,471 214,721 Equipment and software 2 – 16.7 years 720,830 391,260 Plant in service 1,085,318 718,503 Plant under construction 73,759 36,600 Total property, plant and equipment 1,159,077 755,103 Less accumulated amortization and depreciation 460,955 345,085 Property, plant and equipment, net $ 698,122 $ 410,018 |
Long-Term Debt and Revolving Li
Long-Term Debt and Revolving Lines of Credit | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Revolving Lines of Credit | Long-Term Debt and Revolving Lines of Credit Total debt consists of the following: (In thousands) 2016 2015 Term loan A $ — $ 201,250 Term loan A-1 472,875 — Term loan A-2 375,000 — 847,875 201,250 Less: unamortized loan fees 18,610 1,589 Total debt, net of unamortized loan fees $ 829,265 $ 199,661 Current maturities of long term debt, net of unamortized loan fees $ 32,041 $ 22,492 Long-term debt, less current maturities, net of unamortized loan fees $ 797,224 $ 177,169 On December 18, 2015, the Company entered into a Credit Agreement (as amended, the “2016 credit agreement”) with various banks and other financial institutions party thereto and CoBank, ACB, as administrative agent for the lenders, providing for three facilities: (i) a five year revolving credit facility of up to $75 million ; (ii) a five -year term loan facility of up to $485 million (Term Loan A-1”); and (iii) a seven -year term loan facility of up to $400 million (“Term Loan A-2”). In connection with the closing of the nTelos acquisition, the Company borrowed (i) $485 million under Term Loan A-1 and (ii) $325 million under Term Loan A-2, which amounts were used to, among other things, fund the payment of the nTelos merger consideration, to refinance, in full, all indebtedness under the Company’s existing credit agreement, to repay existing long-term indebtedness of nTelos and to pay fees and expenses in connection with the foregoing. In connection with the consummation of the nTelos acquisition, nTelos and its subsidiaries became guarantors under the 2016 credit agreement and pledged their assets as security for the obligations under the 2016 credit agreement. The 2016 credit agreement also includes $75 million available under the Term Loan A-2 as a “delayed draw term loan,” and as of December 2016, the Company drew $50 million under this portion of the agreement. Additionally, the 2016 credit agreement includes a $75 million Revolver Facility and permits the Company to enter into one or more Incremental Term Loan Facilities not to exceed $150 million in the aggregate. At December 31, 2016, no draw had been made under the Revolver Facility and the Company had not entered into any Incremental Loan Facility. As of December 31, 2016, the Company’s indebtedness totaled $829.3 million , net of unamortized loan fees of $18.6 million , with an annualized overall weighted average interest rate of approximately 3.83% . The Term Loan A-1 bears interest at one-month LIBOR plus a margin of 2.75% , while the Term Loan A-2 bears interest at one-month LIBOR plus a margin of 3.00% . LIBOR resets monthly. These loans are more fully described below. The Term Loan A-1 requires quarterly principal repayments of $6.1 million , which began on September 30, 2016, and will continue through June 30, 2017, increasing to $12.1 million quarterly from September 30, 2017 through June 30, 2020, increasing to $18.2 million quarterly from September 30, 2020 thereafter through March 31, 2021, with the remaining expected balance of approximately $260.7 million due June 30, 2021. The Term Loan A-2 requires quarterly principal repayments of $10.0 million beginning on September 30, 2018 through March 31, 2023, with the current remaining expected balance of approximately $185.0 million due June 30, 2023. The 2016 credit agreement also required the Company to enter into one or more hedge agreements to manage its exposure to interest rate movements. The Company elected to hedge the minimum required under the 2016 credit agreement, and entered into a pay fixed, receive variable swap on 50% of the aggregate expected principal balance of the term loans outstanding. The Company will receive one month LIBOR and pay a fixed rate of 1.16% , in addition to the 2.75% initial spread on Term Loan A-1 and the 3.00% initial spread on Term Loan A-2. The 2016 credit agreement contains affirmative and negative covenants customary to secured credit facilities, including covenants restricting the ability of the Company and its subsidiaries, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of the Company’s and its subsidiaries’ businesses. Indebtedness outstanding under any of the facilities may be accelerated by an Event of Default, as defined in the 2016 credit agreement. The Facilities are secured by a pledge by the Company of its stock in its subsidiaries, a guarantee by the Company’s subsidiaries other than Shenandoah Telephone Company, and a security interest in substantially all of the assets of the Company and the guarantors. The Company is subject to certain financial covenants to be measured on a trailing twelve month basis each calendar quarter unless otherwise specified. These covenants include: • a limitation on the Company’s total leverage ratio, defined as indebtedness divided by earnings before interest, taxes, depreciation and amortization, or EBITDA, of less than or equal to 3.75 to 1.00 from the closing date through December 30, 2018, then 3.25 to 1.00 through December 30, 2019, and 3.00 to 1.00 thereafter; • a minimum debt service coverage ratio, defined as EBITDA minus certain cash taxes divided by the sum of all scheduled principal payments on the Term Loans and scheduled principal payments on other indebtedness plus cash interest expense, greater than 2.00 to 1.00; • the Company must maintain a minimum liquidity balance, defined as availability under the revolver facility plus unrestricted cash and cash equivalents on deposit in a deposit account for which a control agreement has been delivered to the administrative agent under the 2016 credit agreement, of greater than $25 million at all times. These ratios are generally less restrictive than the covenant ratios the Company had been required to comply with under its previously existing debt arrangements. As shown below, as of December 31, 2016 , the Company was in compliance with the financial covenants in its credit agreements. Actual Covenant Requirement Total Leverage Ratio 2.81 % 3.75 or Lower Debt Service Coverage Ratio 4.23 % 2.00 or Higher Minimum Liquidity Balance $136 million $25 million or Higher Future maturities of long-term debt principal are as follows (in thousands): 2017 $ 36,375 2018 68,500 2019 88,500 2020 100,625 2021 318,875 2022 and beyond 235,000 Total $ 847,875 The Company has no fixed rate debt instruments as of December 31, 2016 . The estimated fair value of the variable rate debt approximates its carrying value. The fair value of the Company’s interest rate swap was an asset of $11.2 million and $688 thousand at December 31, 2016 and 2015 , respectively. (See Note 15). The Company receives patronage credits from CoBank and certain of its affiliated Farm Credit institutions, which are not reflected in the stated rates shown above. Patronage credits are a distribution of profits of CoBank as approved by its Board of Directors. During the first quarter of the year, the Company receives patronage credits on its outstanding CoBank debt balance. The Company accrued $2.2 million in non-operating income in the year ended December 31, 2016 , in anticipation of the early 2017 distribution of the credits by CoBank. Patronage credits have historically been paid in a mix of cash and shares of CoBank stock. The 2016 payout mix was 75% cash and 25% shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Total income taxes for the years ended December 31, 2016 , 2015 and 2014 were allocated as follows: 2016 2015 2014 (in thousands) Income tax expense on continuing operations $ 2,840 $ 27,726 $ 22,151 Shareholders’ equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes — (679 ) (395 ) Other comprehensive income for changes in cash flow hedge 4,162 (476 ) (993 ) $ 7,002 $ 26,571 $ 20,763 The Company and its subsidiaries file income tax returns in several jurisdictions. The provision for the federal and state income taxes attributable to income from continuing operations consists of the following components: Years Ended December 31, 2016 2015 2014 (in thousands) Current expense Federal taxes $ 44,779 $ 23,579 $ 16,592 State taxes 10,936 5,275 2,562 Total current provision 55,715 28,854 19,154 Deferred expense (benefit) Federal taxes (47,056 ) (744 ) 1,636 State taxes (5,819 ) (384 ) 1,361 Total deferred provision (52,875 ) (1,128 ) 2,997 Income tax expense on continuing operations $ 2,840 $ 27,726 $ 22,151 Effective tax rate 146.0 % 40.4 % 39.5 % A reconciliation of income taxes determined by applying the federal and state tax rates to income from continuing operations is as follows for the years ended December 31, 2016 , 2015 and 2014 : Years Ended December 31, 2016 2015 2014 (in thousands) Computed “expected” tax expense (35%) $ 681 $ 24,007 $ 19,612 State income taxes, net of federal tax effect 6 3,179 2,550 Changes in state DTL for mergers 3,320 $ — — Excess share based compensation (1,709 ) — — Nondeductible merger expenses 801 $ — — Other, net (259 ) 540 (11 ) Income tax expense on continuing operations $ 2,840 $ 27,726 $ 22,151 The effective tax rate increased substantially in 2016 primarily due to the minimal base of pre-tax earnings in 2016 accompanied by changes in blended state rates applied to basis differences caused by the nTelos acquisition and the Company's legal entity restructuring that combined the nTelos legal entity into the Company's PCS subsidiary. The rate was further affected by the adoption of ASU 2016-09 regarding share based compensation and non-deductible transaction costs incurred during 2016 related to the nTelos acquisition. Net deferred tax assets and liabilities consist of the following temporary differences at December 31, 2016 and 2015 : 2016 2015 (in thousands) Deferred tax assets: Deferred revenues $ 8,849 $ 2,367 Net operating loss carry-forwards 29,472 717 Accruals and reserves 10,517 5,658 Pension benefits 6,994 1,023 Asset retirement obligations 8,495 2,922 Intangible assets — 325 Total gross deferred tax assets 64,327 13,012 Less valuation allowance (709 ) (709 ) Net deferred tax assets 63,618 12,303 Deferred tax liabilities: Plant-in-service 139,753 85,503 Intangibles 70,799 — Interest rate swaps 4,433 271 Other, net 470 490 Total gross deferred tax liabilities 215,455 86,264 Net deferred tax liabilities $ 151,837 $ 73,961 In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes it more likely than not that the net deferred tax assets will be realized with the exception of certain state net operating losses in jurisdictions where the Company no longer operates. The Company has a deferred tax asset of $29.5 million related to federal and various state net operating losses, of which $0.7 million is associated with a valuation allowance. As of December 31, 2016, the Company had approximately $74 million of federal net operating losses expiring through 2035. The Company also has state net operating losses expiring through 2035. As of December 31, 2016 and 2015 , the Company had no unrecognized tax benefits. It is the Company’s policy to record interest and penalties related to unrecognized tax benefits in income before taxes. The Company files U.S. federal income tax returns and various state and local income tax returns. The Company is not currently subject to state or federal income tax audits as of December 31, 2016 . The Company's returns are generally open to examination from 2013 forward and the net operating losses acquired in the acquisition of nTelos are open to examination from 2002 forward. |
Significant Contractual Relatio
Significant Contractual Relationship | 12 Months Ended |
Dec. 31, 2016 | |
Significant Contractual Relationship [Abstract] | |
Significant Contractual Relationship | Significant Contractual Relationship In 1999, the Company executed a Management Agreement (the “Agreement”) with Sprint whereby the Company committed to construct and operate a PCS network using CDMA air interface technology. Under the Agreement, the Company was the exclusive PCS Affiliate of Sprint providing wireless mobility communications network products and services on the 1900 MHz band in its territory which extends from Altoona, York and Harrisburg, Pennsylvania, and south along the Interstate 81 corridor through Western Maryland, the panhandle of West Virginia, to Harrisonburg, Virginia. With the recent acquisition of nTelos, the Company’s wireless service area has expanded to include south-central and western Virginia, West Virginia, and small portions of Kentucky and Ohio. The Company is authorized to use the Sprint brand in its territory, and operate its network under Sprint’s radio spectrum licenses. As an exclusive PCS Affiliate of Sprint, the Company has the exclusive right to build, own and maintain its portion of Sprint’s nationwide PCS network, in the aforementioned areas, to Sprint’s specifications. The term of the Agreement was initially set for 20 years and was automatically renewable for three 10 -year options, unless terminated by either party under provisions outlined in the Agreement. Upon non-renewal by either party, the Company has the obligation to sell the business at 90% of “Entire Business Value” (“EBV”) as defined in the Agreement. EBV is defined as i) the fair market value of a going concern paid by a willing buyer to a willing seller; ii) valued as if the business will continue to utilize existing brands and operate under existing agreements; and, iii) valued as if Manager (Shentel) owns the spectrum. Determination of EBV is made by an independent appraisal process. The Agreement has been amended numerous times. During 2012, the Company amended its Agreement with Sprint in order to build a 4G LTE network in the Company’s service area. In addition to adding 4G services to the Company’s network, the Company received access to additional 1900 and 800 MHz spectrum, extended the initial term of the contract five years from 2019 to 2024 and set the maximum contract length at 45 years. The agreement also increased the cap on the Net Service Fee related to postpaid revenues. Effective August 1, 2013, the Net Service Fee increased to its 14% maximum. There is also a management fee of 8% on postpaid revenues which has remained constant for the life of the contract. During 2014, the Company amended its Agreement with Sprint in order to allow the Company’s PCS stores to begin participating in Sprint’s handset financing programs, whereby Sprint enters into a financing agreement with the subscriber and the subscriber receives a handset from Sprint. The equipment revenue from the subscriber, the handset expense and any related bad debt are Sprint’s responsibility and are not recorded by the Company. During 2015, effective January 1, 2016, the Company amended its Agreement with Sprint in order to better allocate certain costs covered by the Net Service Fee and extended the initial term to 2029. The Net Service Fee was reduced to 8.6% , and certain costs and revenues previously included within the Net Service Fee were broken out of the Net Service Fee and will be separately settled in the future. Separately settled revenues primarily consist of revenues associated with Sprint’s wholesale subscribers using the Company’s network and net travel revenue. In addition, the Company will be charged for the costs of subsidized handsets sold through Sprint’s national channels as well as commissions paid by Sprint to third-party resellers in our service territory. This treatment has not resulted in a significant change in wireless postpaid results, though it did increase total revenue and total operating expenses. Additionally, during 2015, the Company received access to certain 2.5GHz spectrum. Effective with the acquisition of nTelos on May 6, 2016, the Company amended its Agreement with Sprint to expand the Company’s service area to include most of the nTelos territory and include both the nTelos customers and Sprint customers (who were served by nTelos under a wholesale agreement with Sprint) into the Company’s subscriber base. The Company agreed to complete nTelos’ network upgrade to 4G and expand coverage and capacity throughout the nTelos territory. Sprint agreed to waive a portion of the Management Fee charged by Sprint. Under the Sprint agreements, Sprint provides the Company significant support services such as customer service, billing, collections, long distance, national network operations support, inventory logistics support, use of the Sprint brand names, national advertising, national distribution and product development. Cost of equipment transactions between the Company and Sprint relate to inventory purchased and subsidized costs of handsets. These costs also included transactions related to subsidized costs on handsets and commissions paid to Sprint for sales of handsets through Sprint’s national distribution programs. PCS is dependent upon Sprint’s ability to execute certain functions such as billing, customer care, collections and other operating activities under the Company's agreements with Sprint. Due to the high degree of integration within many of the Sprint systems, and the Company’s dependency on these systems, in many cases it would be difficult for the Company to perform these services in-house or to outsource the services to another provider. If Sprint is unable to perform any such service, the change could result in increased operating expenses and have an adverse impact on the Company's operating results and cash flow. In addition, the Company's ability to attract and maintain a sufficient customer base is critical to generating positive cash flow from operations and profits for its PCS operation. Changes in technology, increased competition, or economic conditions in the wireless industry or the economy in general, individually and/or collectively, could have an adverse effect on the Company's financial position and results of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions ValleyNet, an equity method investee of the Company, resells capacity on the Company’s fiber network under an operating lease agreement. Facility lease revenue from ValleyNet was approximately $2.4 million , $2.7 million and $3.0 million in the years ended December 31, 2016, 2015 and 2014, respectively. At both December 31, 2016 and 2015 , the Company had accounts receivable from ValleyNet of approximately $0.2 million . The Company's PCS operating subsidiary leases capacity through ValleyNet. Payment for usage of these facilities was $3.0 million , $2.4 million and $2.3 million in the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans The Company assumed, through its acquisition of nTelos, a qualified pension plan and other postretirement benefit plans. We have recorded the fair value of the nTelos plans using assumptions and accounting policies consistent with those disclosed by nTelos. Upon acquisition, the excess of projected benefit obligations over the plan assets was recognized as a liability and previously existing deferred actuarial gains and losses and unrecognized service costs and benefits were eliminated. The following tables provide the benefit obligations, fair value of assets and a statement of the funded status since the acquisition date (in thousands): Defined Benefit Pension Plan Other Postretirement Benefit obligations, at acquisition $ 37,443 $ 4,298 Service cost — 18 Interest cost 956 108 Benefits paid (340 ) — Actuarial gain (3,703 ) (174 ) Benefit obligations as of December 31, 2016 $ 34,356 $ 4,250 Defined Benefit Pension Plan Other Postretirement Plan assets, at acquisition $ 22,813 $ — Actual return on Plan assets 1,722 — Benefits paid (340 ) — Plan expenses (121 ) — Plan assets as of December 31, 2016 $ 24,074 $ — Funded status: Net liability as of December 31, 2016 $ (10,282 ) $ (4,250 ) The funded status is included in other long-term liabilities on the Company's consolidated balance sheets. The accumulated benefit obligation for the defined benefit pension plan at May 6, 2016 was $37.4 million . The accumulated benefit obligation represents the present value of pension benefits based on service and salary earned to date. The defined benefit plan was frozen for future benefit accruals as of December 31, 2012. Accordingly, the accumulated benefit obligation is equal to the projected benefit obligation. The following table provides the components of net periodic pension (benefit) cost for the plans for the period from acquisition date to December 31, 2016 (in thousands): Defined Benefit Pension Plan Other Postretirement Benefit Plans Components of net periodic pension (benefit) cost: Service cost $ — $ 18 Interest cost 956 108 Expected return on plan assets (1,018 ) — Actuarial gains (4,286 ) (174 ) Net periodic (benefit) cost $ (4,348 ) $ (48 ) We recognize gains and losses on pension and postretirement plan assets and obligations immediately in our operating results. These gains and losses are measured annually as of December 31 and accordingly are recorded during the fourth quarter, unless earlier measurements are required. The assumptions used in the measurements of the Company’s benefit obligations at December 31, 2016 for the plans are shown in the following table: Defined Benefit Pension Plan Other Postretirement Benefit Plans Discount rate 4.15 % 4.11 % The assumptions used in the measurements of the Company’s net periodic benefit cost (income) for the consolidated statement of operations for the period from acquisition date through December 31, 2016 are: Defined Benefit Pension Plan Other Postretirement Benefit Plans Discount rate 4.15 % 4.11 % Expected return on plan assets 6.75 % — % The Company reviews the assumptions noted in the above tables annually or more frequently to reflect anticipated future changes in the underlying economic factors used to determine these assumptions. The discount rates assumed reflect the rate at which the Company could invest in high quality corporate bonds in order to settle future obligations. The Company uses the RP-2014 mortality table with generational improvement Scale MP-2016 published by the Society of Actuaries. For measurement purposes, an 8.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2016 for the obligation as of the acquisition date. The rate was assumed to decrease one-half percent per year to a rate of 5.0% for 2022 and remain at that level thereafter. Assumed health care cost trend rates may have a significant effect on the amounts reported for the health care plans. The effect of a 1% change on the medical trend rate per future year, while holding all other assumptions constant, to the service and interest cost components of net periodic postretirement health care benefit costs and accumulated postretirement benefit obligation would be a $41 thousand increase and a $800 thousand increase, respectively, for a 1% increase in medical trend rate and a $32 thousand decrease and a $634 thousand decrease, respectively, for a 1% decrease in medical trend rate. The weighted average expected rate of return on plan assets is based on anticipated performance of the various asset in which the plans invest, weighted by target allocation percentages. Anticipated future performance is based on long-term historical returns of the plan assets, adjusted for the long-term expectations on the performance of the markets. The actual and target allocation for plan assets is broadly defined and measured as follows: Asset Category Actual Allocation Target Allocation Equity securities 76 % 65-75 Bond securities and cash equivalents 24 % 25-35 Total 100 % 100 % It is the Company’s policy to invest pension plan assets in a diversified portfolio consisting of an array of asset classes. The investment risk of the assets is limited by appropriate diversification both within and between asset classes. The assets are primarily invested in investment funds that invest in a broad mix of publicly traded equities, bonds and cash equivalents (and fair value is based on quoted market prices (“Level 1” input)). The fair value of an investment fund representing 4% of total plan assets, which is included in bond and cash equivalents, is based on significant other observable inputs ("Level 2" input). The allocation between equity and bonds is reset quarterly to the target allocations. Updates to the allocation are considered in the normal course and changes may be made when appropriate. The bond holdings consist of two bond funds split relatively evenly between these funds at December 31, 2016. The maximum holdings of any one asset within these funds is under 4% of this fund and thus is well under 1% of the total portfolio. At December 31, 2016, the Company believes that there are no material concentrations of risk within the portfolio of plan assets. The assumed long-term return noted above is the target long-term return. Overall return, risk adjusted return, and management fees are assessed against a peer group and benchmark indices. There are minimum performance standards that must be attained within the investment portfolio. Reporting on asset performance is provided quarterly and review meetings are held semi-annually. In addition to normal rebalancing to maintain an adequate cash reserve, projected cash flow needs of the plan are reviewed at least annually to ensure liquidity is properly managed. The Company does not expect to contribute to the pension plan in 2017. The Company expects the net periodic benefit income for the defined benefit pension plan in 2017 to be $0.2 million and expects the periodic benefit cost for the other postretirement benefit plans in 2017 to be $0.2 million , excluding actuarial gains and losses which will be recorded in the fourth quarter of 2017. The following estimated future pension benefit payments and other postretirement benefit plan payments which reflect expected future service, as appropriate, are expected to be paid in the years indicated (in thousands): Defined Benefit Pension Plan Other Postretirement Benefit Plans 2017 $ 684 $ 187 2018 703 156 2019 752 160 2020 821 155 2021 924 170 Aggregate of next five years 6,409 925 The Company plans to make contributions to comply with minimum funding requirements of ERISA. In accordance with such practice, no contributions are required for 2017. The Company maintains a defined contribution 401(k) plan. The Company's matching and employer discretionary contributions to the defined contribution 401(k) plan were approximately $3.8 million , $2.6 million and $2.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company maintains an unfunded, non-qualified Supplemental Executive Retirement Plan (the “SERP”) for named executives. In 2010, the Company curtailed future participation in the SERP. Current participants may remain in the SERP and continue to earn returns (either gains or losses) on invested balances, but the Company will make no further contributions to the SERP and no new participants will be eligible to join the SERP. In order to provide some protection to the participants, the Company created a rabbi trust to hold assets sufficient to pay obligations under the SERP. Assets within the trust were invested to mirror participant elections as to investment options (a mix of stock and bond mutual funds); investment income, gains and losses in the trust were used to determine investment returns on the participants’ balances in the SERP. At December 31, 2016 and 2015 , the total liability due to participants in the SERP was $2.9 million and $2.7 million , respectively. |
Accrued and Other Liabilities A
Accrued and Other Liabilities Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Liabilities | Accrued and Other liabilities Accrued liabilities and other include the following (in thousands): December 31, 2016 December 31, 2015 Sales and property taxes payable $ 6,628 $ 1,055 Severance accrual, current portion 4,267 — Asset retirement obligations, current portion 5,841 — Other current liabilities 12,349 6,584 Accrued liabilities and other $ 29,085 $ 7,639 Other liabilities include the following (in thousands): December 31, 2016 December 31, 2015 Non-current portion of deferred revenues $ 8,933 $ 4,156 Straight-line management fee waiver 11,974 — Other 2,836 2,229 Other liabilities $ 23,743 $ 6,385 |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans The Company maintains two shareholder-approved Company Stock Incentive Plans allowing for the grant of equity based incentive compensation to essentially all employees. The 2005 Plan authorized grants of up to 2,880,000 shares over a ten -year period beginning in 2005. The term of the 2005 Plan expired in February 2014; outstanding awards will continue to vest and options may continue to be exercised, but no additional awards will be granted under the 2005 Plan. The 2014 Plan authorizes grants of up to an additional 3,000,000 shares over a ten -year period beginning in 2014. Under these Plans, grants may take the form of stock awards, awards of options to acquire stock, stock appreciation rights, and other forms of equity based compensation; both options to acquire stock and stock awards were granted. The option price for all grants has been the current market price at the time of the grant. Option Awards The Company did not grant stock options during 2016, 2015, or 2014. A summary of outstanding options at December 31, 2016 , 2015 and 2014 , and changes during the years ended on those dates, is as follows: Number of Options Weighted Average Grant Price Per Option Outstanding December 31, 2013 1,101,014 $ 8.35 Granted — — Cancelled (2,146 ) 12.63 Exercised (101,516 ) 11.21 Outstanding December 31, 2014 997,352 $ 8.05 Granted — — Cancelled (6,252 ) 12.63 Exercised (86,942 ) 11.46 Outstanding December 31, 2015 904,158 $ 7.70 Granted — Cancelled (8,126 ) 12.63 Exercised (371,390 ) 9.04 Outstanding December 31, 2016 524,642 $ 6.67 There were options for 524,642 shares outstanding at December 31, 2016 at a weighted average price of $6.67 per share, an aggregate intrinsic value of $10.8 million and a weighted-average remaining contractual life of 5.35 years. There were options for 428,112 shares exercisable at December 31, 2016 at a weighted average exercise price of $6.61 per share, an aggregate intrinsic value of $8.9 million and a weighted-average remaining contractual life of 5.18 years. The aggregate intrinsic value represents the total pretax intrinsic value of in-the-money options, based on the Company’s closing stock price of $27.30 as of December 31, 2016 . During 2016 , the total fair value of options vested was $0.3 million ; the total intrinsic value of options exercised was $6.8 million . The total cash received as a result of employee stock option exercises was $3.4 million . The tax benefit realized from these exercises was $1.7 million . Management recognizes compensation costs only for those awards expected to vest. Compensation cost recognized in 2016 , 2015 and 2014 totaled $58 thousand , $142 thousand and $452 thousand , respectively, and the income tax benefit for option-based compensation arrangements recognized in 2016 , 2015 and 2014 was $23 thousand , $29 thousand and $78 thousand , respectively. The total compensation cost related to non-vested options not yet recognized is $24 thousand , which will be recognized over a weighted-average period of less than two years. Stock Awards In February 2014 , 2015 and 2016 , the Company made grants of 135,562 , 79,946 and 71,936 non-vested shares to 22 , 21 and 23 management employees, respectively. The shares vest 25% annually; however, if an employee reaches the age of 55 , has achieved 10 years of service with the Company and retires, the unvested shares are not forfeited. The awards were valued at the market price of the Company’s common stock on the date of grant ( $13.00 , $15.01 and $21.70 per share, respectively). In May 2016, following the acquisition, the Company made additional grants of 12,210 non-vested shares to six former nTelos employees valued at $30.27 , the market price on the date of the grant. The Company also made grants of non-vested shares to the non-employee members of the Company’s Board of Directors. The Company granted 12,304 , 31,984 and 26,790 shares in 2014 , 2015 and 2016 , respectively, valued at the market price of the Company’s common stock on the grant date ( $13.00 , $15.01 and $21.70 per share, respectively). The 2014 shares vest 33% annually, while the 2015 and 2016 shares fully vest after one year. In April 2016, retirement provisions were added to the director grants that all directors at that time met, eliminating the future service requirement for vesting in the outstanding grants. All unrecognized stock compensation was fully recognized at that time. In February 2015 and 2016 , the Company made grants of 48,576 and 44,326 , respectively, of non-vested share units to eight management employees. These grants were made under a Relative Total Shareholder Return (“RTSR”) plan structure. Under this structure, the Company’s stock performance over an approximate three year period ending on December 31 in the third year following the grant, will be compared to a group of peer companies, and a payout will be determined based upon the Company’s performance relative to the performance of the peer groups. The payout could range anywhere from zero shares awarded, up to 150% of the granted share units, or 72,864 and 66,489 shares for 2015 and 2016 . The fair value of the grants for 2015 and 2016 , ( $15.66 and $24.10 ) were determined as of the grant dates using a Monte Carlo simulation. The following assumptions were utilized in the valuations: 2015 2016 Stock price (closing price on issue date) $15.01 $21.70 Risk-free interest rate (interpolated rate between 2-year and 3-year U.S. treasury rates) 0.95% 0.89% Dividend yield 1.57% 1.11% Performance period 2.87 years 2.87 years In May 2014 , 2015 and 2016 , the Company made grants of non-vested shares to select other employees. In May 2014 , the Company granted 33,664 shares, of which 9,390 were vested and distributed immediately. In May 2015 , the Company granted 29,752 shares, of which 10,180 were vested and distributed immediately. In May 2016 , the Company granted 17,258 shares, of which 6,984 were vested and distributed immediately. The remaining shares in each award vest in various schedules over four years. Beginning with the 2015 shares, if an employee reaches the age of 55 , has achieved 10 years of service with the Company and retires, the unvested shares are not forfeited. The awards were valued at the market price of the Company’s common stock on the date of grant ( $12.83 , $17.23 and $31.33 per share in 2014 , 2015 and 2016 , respectively). A summary of outstanding share grants at December 31, 2016 , 2015 , and 2014 , and changes during the years ended on those dates, is as follows: Shares Outstanding December 31, 2013 426,180 Granted 181,530 Cancelled (10,764 ) Vested and issued (161,674 ) Outstanding December 31, 2014 435,272 Granted 190,258 Cancelled (6,736 ) Vested and issued (211,498 ) Outstanding December 31, 2015 407,296 Granted 172,520 Cancelled (3,537 ) Vested and issued (190,254 ) Outstanding December 31, 2016 386,025 Compensation cost recognized for share awards during 2016 , 2015 and 2014 , was $3.4 million , $2.6 million and $2.2 million , respectively. The income tax benefit for share-based compensation arrangements was $1.4 million , $1.3 million , and $0.9 million for 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , the total compensation cost related to non-vested share awards not yet recognized is $2.1 million which will be recognized over a weighted-average period of 2.0 years. |
Major Customer
Major Customer | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Major Customer | Major Customer The Company has one major customer relationship with Sprint that is a significant source of revenue. Approximately 69% of total operating revenues for the year ended December 31, 2016 , 56% of total operating revenues for the year ended December 31, 2015 , and 58% of total operating revenues for the year ended December 31, 2014 , were generated by or through Sprint and its customers using the Company's portion of Sprint’s nationwide PCS network. |
Shareholder Rights Plan
Shareholder Rights Plan | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholder Rights Plan | Shareholder Rights Plan Effective as of February 8, 2008, the Board of Directors adopted a Shareholder Rights Plan (the “Plan”), with a stated expiration date of February 8, 2018. The Plan provided that, under certain circumstances, holders of each right (granted at one right per share of outstanding common stock) were entitled to purchase shares of the Company's common stock at a discounted price. The rights were only exercisable if a person or group became or attempted to become the beneficial owner of 15% or more of the Company's common stock and, under the terms of the Plan, such a person or group would not be entitled to the benefits of the rights. The Plan required a separate Three-year Independent Director Evaluation committee of the Board of Directors (the “TIDE Committee”), comprised of independent directors of the Company, to review and evaluate the Plan at least every three years in order to consider whether the Plan continued to be in the best interests of the Company and its shareholders. As a result of the TIDE Committee's review of the Plan in January 2017, and the Committee's subsequent recommendation to the Board of Directors, the Plan was terminated, effective February 28, 2017, prior to its scheduled expiration date of February 8, 2018. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments The Company leases land, buildings and tower space under various non-cancelable agreements, which expire between the years 2017 and 2043 and require various minimum annual rental payments. These leases typically include renewal options and escalation clauses. In general, tower leases have five or ten year initial terms with four renewal terms of five years each. The other leases generally contain certain renewal options for periods ranging from five to twenty years. The total number of leases increased significantly with the acquisition of nTelos. Future minimum lease payments under non-cancelable operating leases, including renewals that are reasonably assured at the inception of the lease, with initial variable lease terms in excess of one year as of December 31, 2016 , are as follows: Year Ending Amount (in thousands) 2017 $ 49,006 2018 48,557 2019 47,777 2020 46,908 2021 46,700 2022 and beyond 241,840 $ 480,788 The Company’s total rent expense was $43.8 million , $16.9 million , and $16.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As lessor, the Company has leased buildings, tower space and telecommunications equipment to other entities under various non-cancelable agreements, which require various minimum annual payments. The total minimum rental receipts at December 31, 2016 are as follows: Year Ending Amount (in thousands) 2017 $ 6,044 2018 5,724 2019 5,435 2020 4,753 2021 2,708 2022 and beyond 3,011 $ 27,675 The Company’s total rental income was $7.2 million , $6.3 million , and $6.0 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Total rental income includes month-to-month leases which are excluded from the table above. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company’s objectives in using interest rate derivatives are to add stability to cash flows and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps (both those designated as cash flow hedges as well as those not designated as cash flow hedges) involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company entered into a pay fixed, receive variable interest rate swap of $174.6 million of initial notional principal in September 2012. This interest rate swap was designated as a cash flow hedge. The outstanding notional amount of this cash flow hedge was $135.3 million and $152.8 million as of December 31, 2016 and 2015 , respectively. The outstanding notional amount decreases as the Company makes scheduled principal payments on the debt. In May 2016, the Company entered into a pay-fixed, receive-variable interest rate swap of $ 256.6 million of notional principal with three counterparties. This interest rate swap was designated as a cash flow hedge. The outstanding notional amount of this cash flow hedge was $301.1 million as of December 31, 2016. The outstanding notional amount increases with each expected draw on the term debt and decreases as the Company makes scheduled principal payments on the debt. In combination with the swap entered into in 2012 described above, the Company is hedging approximately 50% of the expected outstanding debt (including expected draws under the delayed draw term loan). The effective portion of changes in the fair value of interest rate swaps designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company uses its derivatives to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings through interest expense. No hedge ineffectiveness was recognized during any of the periods presented. Amounts reported in accumulated other comprehensive income related to the interest rate swap designated and that qualify as cash flow hedges are reclassified to interest expense as interest payments are accrued on the Company’s variable-rate debt. As of December 31, 2016 , the Company estimates that $0.9 million will be reclassified as an increase to interest expense during the next twelve months due to the interest rate swap since the hedge interest rate exceeds the variable interest rate on the debt. The table below presents the fair value of the Company’s derivative financial instruments as well as its classification on the consolidated balance sheet as of December 31, 2016 and 2015 (in thousands): Fair Value as of Balance Sheet Location December 31, December 31, Derivatives designated as hedging instruments: Interest rate swaps Accrued liabilities and other $ (895 ) $ (682 ) Deferred charges and other assets, net 12,118 1,370 Total derivatives designated as hedging instruments $ 11,223 $ 688 The fair value of interest rate swaps is determined using a pricing model with inputs that are observable in the market (Level 2 fair value inputs). The table below presents changes in accumulated other comprehensive income by component for the twelve months ended December 31, 2016 (in thousands): Gains on Cash Flow Hedges Income Tax (Expense) Benefit Accumulated Other Comprehensive Income Balance as of December 31, 2015 $ 688 $ (273 ) $ 415 Other comprehensive income before reclassifications 8,370 (3,306 ) 5,064 Amounts reclassified from accumulated other comprehensive income (to interest expense) 2,165 (856 ) 1,309 Net current period other comprehensive income (loss) 10,535 (4,162 ) 6,373 Balance as of December 31, 2016 $ 11,223 $ (4,435 ) $ 6,788 |
Acquisition of NTELOS Holdings
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint | Acquisition of NTELOS Holdings Corp. and Exchange with Sprint On May 6, 2016, the Company completed its previously announced acquisition of NTELOS Holdings Corp. (“nTelos”) for $667.8 million , net of cash acquired. The acquisition was entered into to improve shareholder value through the expansion of the Company's wireless service area and customer base while strengthening our relationship with Sprint. The purchase price was financed by a credit facility arranged by CoBank, ACB, Royal Bank of Canada, Fifth Third Bank, Bank of America, N.A., Capital One, National Association, Citizens Bank N.A., and Toronto Dominion (Texas) LLC. The Company has included the operations of nTelos for financial reporting purposes for the period subsequent to the acquisition. The Company has accounted for the acquisition of nTelos under the acquisition method of accounting, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations”, and will account for any measurement period adjustments under Accounting Standards Update (“ASU”) 2015-16, “Simplifying the Accounting for Measurement Period Adjustments”. Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values. The following table shows the initial estimate of value and changes recorded through December 31, 2016 (in thousands): Initial Estimate Revisions Revised Estimate Accounts receivable $ 48,476 $ (2,788 ) $ 45,688 Inventory 3,810 762 4,572 Restricted cash 2,167 — 2,167 Investments 1,501 — 1,501 Prepaid expenses and other assets 14,835 — 14,835 Building held for sale 4,950 — 4,950 Property, plant and equipment 223,900 4,376 228,276 Spectrum licenses 198,200 — 198,200 Customer based contract rights 198,200 8,546 206,746 Favorable lease intangible assets 11,000 6,029 17,029 Goodwill 151,627 (6,485 ) 145,142 Other long term assets 10,288 555 10,843 Total assets acquired $ 868,954 $ 10,995 $ 879,949 Accounts payable $ 8,648 $ (105 ) $ 8,543 Advanced billings and customer deposits 12,477 — 12,477 Accrued expenses 25,230 (345 ) 24,885 Capital lease liability 418 — 418 Deferred tax liabilities 124,964 1,625 126,589 Retirement benefits 19,461 (263 ) 19,198 Other long-term liabilities 14,056 6,029 20,085 Total liabilities assumed 205,254 6,941 212,195 Net assets acquired $ 663,700 $ 4,054 $ 667,754 The fair values of the net assets acquired and the liabilities assumed were based on management’s preliminary estimates and assumptions that are subject to change within the purchase price allocation period (generally one year from the acquisition date). While substantially complete, the primary area of the purchase price allocation not yet finalized includes construction in process and income taxes. Closing on the sale of the former nTelos headquarters building held for sale was completed in the fourth quarter of 2016. Revisions to the provisional estimates shown above reflect: • revisions to fair value adjustments for financed handset receivables to reflect customer behavior at the time of the acquisition, applied to both the current and long-term portions of these receivables; • a reduction in the estimated loss on Android inventory to be sold for salvage post-closing; • adjustments to construction materials and inventory, less other fixed assets; • an increase to opening taxes receivable based upon completing the 2015 returns • the increase in net assets acquired resulting from the settlement of the appraisal rights dispute and an increase in the net debt payoff; • reduction in the reserve for health care claims expected to be paid post-closing for medical expenses incurred pre-closing; • an adjustment to move unfavorable lease liabilities from assets to other long-term liabilities • the value assigned to certain customer based intangibles increased, with an offset to goodwill; and • the increase in deferred taxes payable (offset by an increase in goodwill) resulting from several of the changes shown above as well as true-ups in the net tax basis of fixed assets resulting from completion of nTelos' 2015 tax returns. In addition to the changes in balances reflected above, the Company revised the provisional estimated useful lives of certain assets and recorded an adjustment to depreciation expense of $4.6 million relating to the second quarter for these assets. Concurrently with acquiring nTelos, PCS completed its previously announced transaction with SprintCom, Inc., an affiliate of Sprint Corporation (“Sprint”). Pursuant to this transaction, among other things, the Company exchanged spectrum licenses, valued at $198.2 million and customer based contract rights, valued at $206.7 million , acquired from nTelos with Sprint, and received an expansion of its affiliate service territory to include most of the service area served by nTelos, valued at $284.1 million , as well as additional customer based contract rights, valued at $120.9 million , relating to nTelos’ and Sprint’s legacy customers in the Company’s affiliate service territory. These exchanges were accounted for in accordance with ASC 845, “Nonmonetary Transactions”. The transfer of spectrum to Sprint resulted in a taxable gain to the Company which will be recognized as the Company recognizes the cash benefit of the waived management fees over the next approximately six years. The value of the affiliate agreement expansion is based on changes to the amended affiliate agreement that include: • an increase in the price to be paid by Sprint from 80% to 90% of the entire business value of PCS if the affiliate agreement is not renewed; • extension of the affiliate agreement with Sprint by five years to 2029; • expanded territory in the nTelos service area; • rights to serve all future Sprint customers in the affiliate service territory; • the Company’s commitment to upgrade certain coverage and capacity in its newly acquired service area; and • a reduction of the management fee charged by Sprint under the amended affiliate agreement; not to exceed $4.2 million in an individual month until the total waived fee equals $251.8 million , as well as an additional waiver of the management fee charged with respect to the former nTelos customers until the earlier of migration to the Sprint back-office billing and related systems or six months following the acquisition; not to exceed $5.0 million . Intangible assets resulting from the acquisition of nTelos and the Sprint exchange, both described above, are noted below (dollars in thousands): Useful Life Basis Affiliate contract agreement 14 years $ 284,100 Customer based contract rights 4-10 years 120,855 Favorable lease intangible assets 3-19 years 17,029 The affiliate contract agreement intangible asset value was increased by $29.7 million during the third quarter of 2016 and reduced by $3.7 million during the fourth quarter of 2016, and will be amortized on a straight-line basis and recorded as a contra-revenue over the remaining 14 year initial contract term. The Company recorded an adjustment of $0.4 million of additional amortization expense on this asset based on the increase during the third quarter of 2016 that related to the second quarter of 2016, while the fourth quarter decrease resulted in reduced amortization expense of $0.1 million in the third quarter of 2016. The favorable lease intangible assets will be amortized on a straight-line basis and recorded through rent expense. The customer based contract rights will be amortized over the life of the customers, gradually decreasing over the expected life of this asset, and recorded through amortization expense. The customer based contract rights value was reduced by $24.5 million during the third quarter of 2016, and amortization expense was reduced by $0.5 million during the third quarter that related to second quarter 2016. These assets were increased by $7.1 million during the fourth quarter of 2016, resulting in additional amortization expense of $0.3 million and $0.4 million in the second and third quarters, respectively, of 2016. The value of these two assets changed primarily due to the effect on the initial provisional values of where certain cash flows should be reflected in those valuations. The Company has recorded goodwill in its Wireless segment as a result of the nTelos acquisition. This goodwill is not amortizable for tax purposes, as the Company acquired the common stock of nTelos. Prior to the acquisition, nTelos was eligible to receive up to $5.0 million in connection with its winning bid in the Connect America Fund's Mobility Fund Phase I Auction ("Auction 901"). Pursuant to the terms of Auction 901, nTelos obtained a Letter of Credit (“LOC”) in the amount of $2.2 million for the benefit of the Universal Service Administrative Company (“USAC”) to cover each disbursement plus the amount of the performance default penalty ( 10% of the total eligible award). In accordance with the terms of the LOC, nTelos deposited $2.2 million into a separate account at the issuing bank to serve as cash collateral and this balance was presented as restricted cash. These funds were released to the Company during the fourth quarter of 2016 when the LOC was terminated. Prior to the acquisition, certain third party investors held a non-controlling interest in one of nTelos’ subsidiaries. Concurrently with the acquisition of nTelos, the Company acquired these interests in exchange for 380,000 shares of Company common stock, to be paid in five equal installments, with the first installment paid immediately and the remaining four to be paid over the next 4 years. This transaction was valued at $10.4 million . In connection with the acquisition, at closing, the Company borrowed $810.0 million in term loans with a weighted average effective interest rate of approximately 3.84% . The proceeds were used to finance in part the acquisition, including the repayment of the Company’s term loan of $195.5 million , and the repayment of nTelos’ term loans at the outstanding principal amount of $521.6 million , without penalty. Following are the unaudited pro forma results of the Company for the years ended December 31, 2016 and 2015, as if the acquisition of nTelos had occurred at the beginning of each of the periods presented. (in thousands) Years Ended 2016 2015 Operating revenues $ 646,769 $ 678,475 Income before income taxes $ 2,989 $ 54,716 The pro forma disclosures shown above are based upon estimated preliminary valuations of the assets acquired and liabilities assumed as well as preliminary estimates of depreciation and amortization charges thereon, that may differ from the final fair values of the acquired assets and assumed liabilities and the resulting depreciation and amortization charges thereon. Other pro forma adjustments include the following: • changes in nTelos’ reported revenues from cancelling nTelos’ wholesale contract with Sprint; • the incorporation of the Sprint-homed customers formerly serviced under the wholesale agreement into the Company’s affiliate service territory under the Company’s affiliate agreement with Sprint; • the effect of other changes to revenues and expenses due to various provisions of the affiliate agreement, including fees charged under the affiliate agreement on revenues from former nTelos customers, a reduction of the net service fee charged by Sprint, the straight-line impact of the waived management fee, and the amortization of the affiliate agreement expansion intangible asset; and the elimination of non-recurring transaction related expenses incurred by the Company and nTelos; • the elimination of certain nTelos operating costs associated with billing and care that are covered under the fees charged by Sprint under the affiliate agreement; • historical depreciation expense was reduced for the fair value adjustment decreasing the basis of property, plant and equipment; this decrease was offset by a shorter estimated useful life to conform to the Company’s standard policy and the acceleration of depreciation on certain equipment; and • incremental amortization due to the customer-based contract rights associated with acquired customers. In connection with these transactions, the Company chose to proactively migrate the former nTelos customers to devices which can interact with the Sprint billing and network systems, and expects to incur a total of approximately $90 million of integration and acquisition expenses associated with this transaction, excluding approximately $23 million of debt issuance costs. These costs include the nTelos back office staff and support functions until the nTelos legacy customers are migrated to the Sprint billing platform; costs of the handsets to be provided to nTelos legacy customers as they migrate to the Sprint billing platform; severance costs for back office and other former nTelos employees who will not be retained permanently; transaction related fees; net of proceeds from the sale of the former nTelos headquarters building. We have incurred $54.7 million of these costs in the year ended December 31, 2016, including $1.3 million reflected in cost of goods and services and $11.1 million reflected in selling, general and administrative costs in the year ended December 31, 2016. The amounts of operating revenue and income or loss before income taxes related to the former nTelos entity are not readily determinable due to intercompany transactions, allocations and integration activities that have occurred in connection with the operations of the combined company. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker. The Company has three reportable segments, which the Company operates and manages as strategic business units organized by lines of business: (1) Wireless, (2) Cable, and (3) Wireline. A fourth segment, Other, primarily includes Shenandoah Telecommunications Company, the parent holding company. The Wireless segment had provided digital wireless service to a portion of a four -state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, as a Sprint PCS Affiliate. With the recent acquisition of nTelos, the Company's wireless service has expanded to include south-central and western Virginia, West Virginia, and small portions of Kentucky and Ohio. This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers. The Cable segment provides video, internet and voice services in Virginia, West Virginia and Maryland, and leases fiber optic facilities throughout southern Virginia and West Virginia. It does not include video, internet and voice services provided to customers in Shenandoah County, Virginia. The Wireline segment provides regulated and unregulated voice services, DSL internet access, and long distance access services throughout Shenandoah County and portions of Rockingham, Frederick, Warren and Augusta counties, Virginia. The segment also provides video and cable modem services in portions of Shenandoah County, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor through West Virginia, Maryland and portions of central and southern Pennsylvania. Year ended December 31, 2016 (In thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 359,769 $ 99,070 $ 19,646 — — $ 478,485 Other revenues 24,364 7,927 24,512 — — 56,803 Total external revenues 384,133 106,997 44,158 — — 535,288 Internal revenues 4,620 1,737 30,816 — (37,173 ) — Total operating revenues 388,753 108,734 74,974 — (37,173 ) 535,288 Operating expenses Costs of goods and services, exclusive of depreciation and amortization shown separately below 133,113 58,581 36,259 — (34,433 ) 193,520 Selling, general and administrative, exclusive of depreciation and amortization shown below 95,851 19,248 6,474 14,492 (2,740 ) 133,325 Integration and acquisition expenses 25,927 — — 16,305 — 42,232 Depreciation and amortization 107,621 23,908 11,717 439 — 143,685 Total operating expenses 362,512 101,737 54,450 31,236 (37,173 ) 512,762 Operating income (loss) $ 26,241 $ 6,997 $ 20,524 $ (31,236 ) $ — $ 22,526 Year ended December 31, 2015 (In thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 192,752 $ 88,980 $ 19,386 — — $ 301,118 Other revenues 11,609 7,793 21,965 — — 41,367 Total external revenues 204,361 96,773 41,351 — — 342,485 Internal revenues 4,440 849 26,069 — (31,358 ) — Total operating revenues 208,801 97,622 67,420 — (31,358 ) 342,485 Operating expenses Costs of goods and services, exclusive of depreciation and amortization shown separately below 63,570 54,611 31,668 — (28,519 ) 121,330 Selling, general and administrative, exclusive of depreciation and amortization shown below 35,792 19,412 6,612 13,844 (2,839 ) 72,821 Integration and acquisition expenses — — — 3,546 — 3,546 Depreciation and amortization 34,416 23,097 12,736 453 — 70,702 Total operating expenses 133,778 97,120 51,016 17,843 (31,358 ) 268,399 Operating income (loss) $ 75,023 $ 502 $ 16,404 $ (17,843 ) $ — $ 74,086 Year ended December 31, 2014 (In thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 191,147 $ 77,179 $ 18,919 — — $ 287,245 Other revenues 11,867 7,224 20,610 — — 39,701 Total external revenues 203,014 84,403 39,529 — — 326,946 Internal revenues 4,440 150 23,506 — (28,096 ) — Total operating revenues 207,454 84,553 63,035 — (28,096 ) 326,946 Operating expenses Costs of goods and services, exclusive of depreciation and amortization shown separately below 73,290 51,982 30,088 — (25,617 ) 129,743 Selling, general and administrative, exclusive of depreciation and amortization shown below 33,171 19,521 6,009 13,148 (2,479 ) 69,370 Depreciation and amortization 31,111 23,148 11,224 407 — 65,890 Total operating expenses 137,572 94,651 47,321 13,555 (28,096 ) 265,003 Operating income (loss) $ 69,882 $ (10,098 ) $ 15,714 $ (13,555 ) $ — $ 61,943 A reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before income taxes is as follows: Years Ended December 31, (In thousands) 2016 2015 2014 Total consolidated operating income $ 22,526 $ 74,086 $ 61,943 Interest expense (25,102 ) (7,355 ) (8,148 ) Non-operating income, net 4,521 1,859 2,239 Income from continuing operations before income taxes $ 1,945 $ 68,590 $ 56,034 The Company’s assets by segment are as follows: (In thousands) December 31, December 31, Wireless $ 1,101,716 $ 205,718 Cable 218,471 209,132 Wireline 115,282 105,369 Other 1,059,898 463,390 Combined totals 2,495,367 983,609 Inter-segment eliminations (1,010,960 ) (356,458 ) Consolidated totals $ 1,484,407 $ 627,151 |
Quarterly Results (unaudited)
Quarterly Results (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (unaudited) | Quarterly Results (unaudited) The following table shows selected quarterly results for the Company. (in thousands except per share data) For the year ended December 31, 2016 First Second Third Fourth Total Operating revenues $ 92,571 $ 130,309 $ 156,836 $ 155,572 $ 535,288 Operating income (loss) 21,312 (7,046 ) (3,929 ) 12,189 22,526 Net income (loss) 13,880 (6,995 ) (7,596 ) (184 ) (895 ) Net income (loss) per share – basic 0.29 (0.14 ) (0.16 ) 0.00 (0.02 ) Net income (loss) per share – diluted 0.28 (0.14 ) (0.16 ) 0.00 (0.02 ) For the year ended December 31, 2015 First Second Third Fourth Total Operating revenues $ 84,287 $ 85,701 $ 85,212 $ 87,285 $ 342,485 Operating income 18,526 18,750 15,089 21,721 74,086 Net income 10,286 10,474 7,996 12,108 40,864 Net income per share - basic 0.21 0.22 0.17 0.24 0.84 Net income per share - diluted 0.21 0.21 0.17 0.24 0.83 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On March 9, 2017, the Company and Sprint entered into Addendum XX to the Sprint PCS Management Agreement. Addendum XX provides for (i) an expansion of the Company’s “Service Area” (as defined in the Sprint PCS Management Agreement) to include certain areas in Kentucky, Maryland, Ohio and West Virginia (the “ Expansion Area ”), (ii) certain network build out requirements in the Expansion Area over the next three years, (iii) the Company’s provision of prepaid field sales support to Sprint and its affiliates in the Service Area, (iv) Sprint’s provision of spectrum use to the Company in the Expansion Area, (v) the addition of Horizon as a party to the Sprint PCS Management Agreement and the Sprint PCS Services Agreement (collectively, the “ Affiliate Agreements ”) and (vi) certain other amendments to the Affiliate Agreements. In connection with the execution of Addendum XX, on March 9, 2017, the Company and Sprint entered into an agreement to, among other things, transfer to Sprint certain customers in the Expansion Area and the underlying customer agreements and transition the provision of network coverage in the Expansion Area from Sprint to the Company. The completion of the transfer of customers in the Expansion Area is expected to occur during the second quarter of 2017. |
Description of Business and S28
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation: The consolidated financial statements include the accounts of all wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no involvement with variable interest entities. The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. |
Use of estimates | Use of estimates: Management of the Company has made a number of estimates and assumptions related to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management reviews its estimates, including those related to recoverability and useful lives of assets as well as liabilities for income taxes and pension benefits. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those reported estimates. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2015 included $40.1 million invested in institutional cash management funds. The Company places its temporary cash investments with high credit quality financial institutions. Generally, such investments are in excess of FDIC or SIPC insurance limits. |
Accounts receivable | Accounts receivable: Accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience and industry and local economic data. The Company reviews its allowance for doubtful accounts monthly. Past due balances meeting specific criteria are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable are concentrated among customers within the Company's geographic service area and large telecommunications companies. |
Inventories | Inventories: The Company's inventories consist primarily of items held for resale such as devices and accessories. The Company values its inventory at the lower of cost or market. Inventory cost is computed on an average cost basis. Market value is determined by reviewing current replacement cost, marketability and obsolescence. |
Investments | Investments: The classifications of debt and equity securities are determined by management at the date individual investments are acquired. The appropriateness of such classification is periodically reassessed. The Company monitors the fair value of all investments, and based on factors such as market conditions, financial information and industry conditions, the Company will reflect impairments in values as is warranted. The classification of those securities and the related accounting policies are as follows: Investments Carried at Fair Value: Investments in equity and bond mutual funds and investment trusts held within the Company’s rabbi trust, which is related to the Company’s unfunded Supplemental Executive Retirement Plan, are reported at fair value using net asset value per share. The Company has elected to recognize unrealized gains and losses on investments carried at fair value in earnings, pursuant to the fair value option in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurement . Investments Carried at Cost: Investments in common stock in which the Company does not have a significant ownership (less than 20% ) and for which there is no ready market, are carried at cost. This category includes required investments to obtain services, primarily with CoBank. Information regarding investments carried at cost is reviewed for evidence of impairment in value. Impairments are charged to earnings and a new cost basis for the investment is established. Equity Method Investments: Investments in partnerships and in unconsolidated corporations where the Company's ownership is 20% or more, but less than 50% , or where the Company otherwise has the ability to exercise significant influence, are reported under the equity method. Under this method, the Company's equity in earnings or losses of investees is reflected in earnings. Distributions received reduce the carrying value of these investments. The Company recognizes a loss when there is a decline in value of the investment which is other than a temporary decline. |
Property, plant and equipment | Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation and amortization. The Company capitalizes all costs associated with the purchase, deployment and installation of property, plant and equipment, including interest costs on major capital projects during the period of their construction. Expenditures, including those on leased assets, which extend the useful life or increase its utility, are capitalized. Maintenance expense is recognized when repairs are performed. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Depreciation and amortization is not included in the income statement line items “Cost of goods and services” or “Selling, general and administrative.” Depreciable lives are assigned to assets based on their estimated useful lives. Leasehold improvements are depreciated over the lesser of their useful lives or respective lease terms. The Company takes technology changes into consideration as it assigns the estimated useful lives, and monitors the remaining useful lives of asset groups to reasonably match the remaining economic life with the useful life and makes adjustments when necessary. |
Valuation of long-lived assets | Valuation of long-lived assets: Long‑lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Fair value | Fair value : Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial instruments presented on the consolidated balance sheets for which the carrying value approximates fair value include: cash and cash equivalents, receivables, investments carried at fair value, payables, accrued liabilities, interest rate swaps and variable-rate long-term debt. The Company measures its interest rate swaps at fair value and recognizes such derivative instruments as either assets or liabilities on the Company’s consolidated balance sheet. Changes in the fair value of swaps are recognized in other comprehensive income, as the Company has designated these swaps as cash flow hedges for accounting purposes. The Company entered into these swaps to manage a portion of its exposure to interest rate movements by converting a portion of its variable rate long-term debt to fixed rate debt. |
Asset retirement obligations | Asset retirement obligations: The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from acquisition, construction, development and/or normal use of the assets. The Company also records a corresponding asset, which is depreciated over the life of the tangible long-lived asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Company records the retirement obligation on towers owned and cell site improvements where there is a legal obligation to remove the tower or cell site improvements and restore the site to its original condition. The terms associated with its operating leases, and applicable zoning ordinances of certain jurisdictions, define the Company’s obligations which are estimated and vary based on the size of the towers. The Company’s cost to remove the tower or cell site improvements is amortized over the life of the tower or cell site assets. |
Goodwill and intangible assets | Goodwill and intangible assets: In connection with the acquisition of a business, a portion of the purchase price may be allocated to identifiable intangible assets with indefinite lives, such as franchise rights, and goodwill, which is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is recorded in the segment that was affected by the acquisition. Goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates that impairment is more likely than not to have occurred. In conducting its annual impairment testing, the Company may first perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or if the Company elects not to perform a qualitative assessment of a reporting unit, the Company then compares the fair value of the reporting unit to the related net book value. If the net book value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized. The Company elected not to perform the qualitative assessment and performed a quantitative test comparing the fair value with the carrying amounts and concluded that no impairment existed as of October 1, 2016. Intangible assets with indefinite lives, primarily cable franchise rights, are assessed annually, at November 1, for impairment and in interim periods if certain triggering events occur indicating that the carrying value may be impaired. |
Deferred charges and other assets | Deferred charges and other assets: Deferred charges and other assets consist of derivatives used for hedging purposes and debt issuance costs related to available lines of credit and other unused funds, which are amortized on a straight-line method over the remaining draw period. |
Retirement plans | Retirement plans: The Company maintains a Supplemental Executive Retirement Plan (“SERP”) for selected employees. This is an unfunded defined contribution plan. The Company created and funded a rabbi trust to hold assets equal to the liabilities under this plan. Participant balances and earnings thereon continue to be maintained for this plan, but no new participants or contributions have been added to the plan since 2010. Through the Company’s acquisition of nTelos, the Company assumed nTelos’ non-contributory defined benefit pension plan (“Pension Plan”) covering all employees who met eligibility requirements and were employed by nTelos prior to October 1, 2003. The Pension Plan was closed to nTelos employees hired on or after October 1, 2003. Pension benefits vest after five years of plan service and are based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee retires before reaching age 65 and elects to receive the benefit prior to age 65. Effective December 31, 2012, nTelos froze future benefit accruals. The Company uses updated mortality tables published by the Society of Actuaries that predict increasing life expectancies in the United States. IRC Sections 412 and 430 and Sections 302 and 303 of the Employee Retirement Income Security Act of 1974, as amended establish minimum funding requirements for defined benefit pension plans. The minimum required contribution is generally equal to the target normal cost plus the shortfall amortization installments for the current plan year and each of the six preceding plan years less any calculated credit balance. If plan assets (less calculated credits) are equal to or exceed the funding target, the minimum required contribution is the target normal cost reduced by the excess funding, but not below zero. The Company’s policy is to make contributions to stay at or above the threshold required in order to prevent benefit restrictions and related additional notice requirements and is intended to provide not only for benefits based on service to date, but also for those expected to be earned in the future. The Company also assumed one qualified nonpension postretirement benefit plan that provides certain health care benefits for nTelos retired employees that meet eligibility requirements. The health care plan is contributory, with participants’ contributions adjusted annually. This plan is not available to employees hired after April 1993. The accounting for the plan anticipates that the Company will maintain a consistent level of cost sharing for the benefits with the retirees. The Company’s share of the projected cost of benefits that will be paid after retirement is generally being accrued by charges to expense over the eligible employees’ service periods to the dates they are fully eligible for benefits. The Company records annual amounts relating to the Pension Plan and postretirement benefit plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, turnover rates and healthcare cost trend rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. We recognize gains and losses on pension and postretirement plan assets and obligations immediately in our operating results. These gains and losses are measured annually at December 31 and accordingly are recorded during the fourth quarter, unless earlier re-measurements are required. The Company maintains a defined contribution 401(k) plan under which substantially all employees may defer a portion of their earnings on a pretax basis, up to the allowable federal maximum annual contribution amount. The Company may make matching and discretionary contributions to this plan. The Company acquired nTelos' defined contribution 401(k) plan at the time of the acquisition. The nTelos plan was merged into the Company's plan as of December 31, 2016. None of these plans directly hold Company common stock in their investment portfolios. |
Income taxes | Income taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the recoverability of tax assets generated on a state-by-state basis from net operating losses apportioned to that state. Management uses a more likely than not threshold to make that determination and has concluded that at December 31, 2016 and 2015 , a valuation allowance against certain state deferred tax assets is necessary, as discussed in Note 6. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses . |
Revenue recognition | Revenue recognition: The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered or products have been delivered, the price to the buyer is fixed and determinable and collectability is reasonably assured. Revenues are recognized by the Company based on the various types of transactions generating the revenue. For services, revenue is recognized as the services are performed. For equipment sales, revenue is recognized when the sales transaction is complete. Under the Sprint Management Agreement, postpaid wireless service revenues are reported net of an 8% Management Fee and an 8.6% Net Service Fee, retained by Sprint. Prepaid wireless service revenues are reported net of a 6% Management Fee retained by Sprint. Under the Company’s amended affiliate agreement, Sprint agreed to waive the management fee, which is historically presented as a contra-revenue by the Company, for a period of approximately six years. The impact of Sprint’s waiver of the management fee over the approximate six-year period is reflected as an increase in revenue, offset by the non-cash adjustment to recognize this impact on a straight-line basis over the contract term of approximately 14 years. |
Earnings per share | Earnings per share: Basic net income(loss) per share was computed on the weighted average number of shares outstanding. Diluted net income per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options. There were no adjustments to net income in the computation of diluted earnings per share for any of the years presented. |
Contingencies | Contingencies: The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Adoption of New Accounting Principles | Adoption of New Accounting Principles During 2016 , the Company adopted four recent accounting principles: Accounting Standards Update 2015-3, “Interest – Imputation of Interest” (ASU 2015-3), ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, ASU 2016-9, “Improvements to Employee Share-based Payment Accounting,” and ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” ASU 2015-3 requires that premiums, discounts, and loan fees and costs associated with long term debt be reflected as a reduction of the outstanding debt balance. Previous guidance had treated such loan fees and costs as a deferred charge on the balance sheet. As a result of implementing ASU 2015-3, the Company reclassified $1.6 million of unamortized loan fees and costs included in deferred charges and other assets as of December 31, 2015 to long-term debt. Approximately $0.5 million was allocated to current maturities of long-term debt, and $1.1 million to long term debt. Total assets, as well as total liabilities and shareholders’ equity, were also reduced by the same $1.6 million . In addition, the Company reclassified $4.3 million of unamortized loan fees and costs included in deferred charges and other assets to long term debt in connection with the new Term loan A-1 and A-2 borrowing related to the acquisition of nTelos. Total assets, as well as total liabilities and shareholders’ equity, were also reduced by the same $4.3 million . There was no impact on the statements of income or cash flows. ASU 2015-17 simplifies accounting for deferred taxes by eliminating the requirement to present deferred tax assets and liabilities as current and non-current in a classified balance sheet. Due to the immaterial balance of current deferred tax assets ( $0.9 million as of December 31, 2015 ), the Company has elected to apply this guidance prospectively, and thus prior periods have not been retrospectively adjusted. ASU 2016-9 simplifies certain provisions related to the accounting for the tax effects of stock-based compensation transactions. In particular for the Company, it eliminates the requirement to determine for each award whether the difference between book compensation and tax compensation results in an excess tax benefit or a tax deficiency, which generally speaking, result in an entry to additional paid-in-capital. Under the new guidance, all tax effects for exercised or vested awards are recognized as discrete items in income tax expense, and the Company recognized $1.7 million of tax benefits through income tax expense in 2016. The new guidance also allows an employer to withhold shares to cover more than the minimum statutory withholding taxes (but not more than the maximum statutory withholding requirements) without causing an equity-classified award to become a liability classified award. The other provisions of the new guidance are either not applicable or have no significant impact on the Company’s accounting for stock-based compensation transactions. The Company has elected to early adopt the new guidance and apply it prospectively to tax effects on share-based compensation transactions. ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. See Note 16 for adjustments recorded during 2016. |
Description of Business and S29
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Changes in Allowance for Doubtful Accounts for Trade Accounts Receivable | Changes in the allowance for doubtful accounts for trade accounts receivable for the years ended December 31, 2016 , 2015 and 2014 are summarized below (in thousands): 2016 2015 2014 Balance at beginning of year $ 418 $ 762 $ 924 Bad debt expense 2,456 1,640 1,678 Losses charged to allowance (2,743 ) (2,586 ) (2,218 ) Recoveries added to allowance 628 602 378 Balance at end of year $ 759 $ 418 $ 762 |
Changes in Liability for Asset Removal Obligations | Changes in the liability for asset removal obligations for the years ended December 31, 2016 , 2015 and 2014 are summarized below (in thousands): 2016 2015 2014 Balance at beginning of year $ 7,266 $ 6,928 $ 6,485 Liabilities acquired in acquisition 14,056 — — Additional liabilities accrued 157 490 403 Changes to prior estimates — (467 ) — Payments made (609 ) (77 ) (334 ) Accretion expense 637 392 374 Balance at end of year $ 21,507 $ 7,266 $ 6,928 |
Schedule of Goodwill | Changes in the carrying amount of goodwill during the year ended December 31, 2016 are shown below (in thousands): Goodwill as of December 31, 2015, Wireline segment $ 10 Goodwill recorded January 2016, Cable segment, Colane acquisition 104 Goodwill recorded May 2016, Wireless segment, nTelos acquisition 145,142 Goodwill as of December 31, 2016 $ 145,256 |
Intangible Assets, Non-amortizing Intangibles | Intangible assets consist of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Non-amortizing intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,059 $ — $ 64,059 Railroad crossing rights 97 — 97 39 — 39 64,431 — 64,431 64,098 — 64,098 Finite-lived intangibles: Affiliate contract expansion 284,102 (14,030 ) 270,072 — — — Acquired subscribers – wireless 120,855 (18,738 ) 102,117 — — — Favorable leases - wireless 16,950 (1,130 ) 15,820 — — — Acquired subscribers – cable 25,265 (24,631 ) 634 25,326 (23,805 ) 1,521 Other intangibles 2,212 (754 ) 1,458 1,938 (564 ) 1,374 Total finite-lived intangibles 449,384 (59,283 ) 390,101 27,264 (24,369 ) 2,895 Total intangible assets $ 513,815 $ (59,283 ) $ 454,532 $ 91,362 $ (24,369 ) $ 66,993 |
Intangible Assets, Finite-lived Intangibles | Intangible assets consist of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Non-amortizing intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,059 $ — $ 64,059 Railroad crossing rights 97 — 97 39 — 39 64,431 — 64,431 64,098 — 64,098 Finite-lived intangibles: Affiliate contract expansion 284,102 (14,030 ) 270,072 — — — Acquired subscribers – wireless 120,855 (18,738 ) 102,117 — — — Favorable leases - wireless 16,950 (1,130 ) 15,820 — — — Acquired subscribers – cable 25,265 (24,631 ) 634 25,326 (23,805 ) 1,521 Other intangibles 2,212 (754 ) 1,458 1,938 (564 ) 1,374 Total finite-lived intangibles 449,384 (59,283 ) 390,101 27,264 (24,369 ) 2,895 Total intangible assets $ 513,815 $ (59,283 ) $ 454,532 $ 91,362 $ (24,369 ) $ 66,993 Intangible assets resulting from the acquisition of nTelos and the Sprint exchange, both described above, are noted below (dollars in thousands): Useful Life Basis Affiliate contract agreement 14 years $ 284,100 Customer based contract rights 4-10 years 120,855 Favorable lease intangible assets 3-19 years 17,029 |
Amortization Expense for Intangible Assets | Aggregate amortization expense, including amortization recorded as a contra revenue, for intangible assets for the periods shown is expected to be as follows: Year Ending Total Amount Reflected as Contra Revenue Amount Reflected as Rent Expense Amount Reflected as Amortization Expense (in thousands) 2017 $ 46,807 $ 21,045 $ 1,695 $ 24,067 2018 40,797 21,044 1,695 18,058 2019 36,561 21,045 1,695 13,821 2020 33,685 21,044 1,695 10,946 2021 30,923 21,045 1,695 8,183 thereafter 201,328 164,849 7,345 29,134 Total $ 390,101 $ 270,072 $ 15,820 $ 104,209 |
Computation of Basic and Diluted Earnings per Share | The following tables show the computation of basic and diluted earnings per share for the years ended December 31, 2016 , 2015 and 2014 : 2016 2015 2014 Basic income (loss) per share (in thousands, except per share amounts) Net income (loss) $ (895 ) $ 40,864 $ 33,883 Weighted average shares outstanding 48,807 48,388 48,198 Basic income (loss) per share $ (0.02 ) $ 0.84 $ 0.70 Effect of stock options outstanding: Weighted average shares outstanding 48,807 48,388 48,198 Assumed exercise, at the strike price at the beginning of year — 1,302 1,410 Assumed repurchase of shares under treasury stock method — (666 ) (888 ) Diluted weighted average shares 48,807 49,024 48,720 Diluted income (loss) per share $ (0.02 ) $ 0.83 $ 0.70 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments [Abstract] | |
Investments Carried at Fair Value | At December 31, 2016 and 2015 , investments carried at fair value consisted of: 2016 2015 (in thousands) Taxable bond funds $ 24 $ 24 Domestic equity funds 2,787 2,564 International equity funds 96 66 $ 2,907 $ 2,654 |
Other Investments | At December 31, 2016 and 2015 , other investments, comprised of equity securities which do not have readily determinable fair values, consist of the following: 2016 2015 Cost method: (in thousands) CoBank $ 6,177 $ 4,137 Other – Equity in other telecommunications partners 742 760 6,919 4,897 Equity method: Private equity limited partnerships — 2,624 Other 450 504 450 3,128 Total other investments $ 7,369 $ 8,025 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following at December 31, 2016 and 2015 : Estimated Useful Lives 2016 2015 (in thousands) Land $ 13,057 $ 4,181 Buildings and structures 10 – 40 years 115,960 108,341 Cable and wire 4 – 40 years 235,471 214,721 Equipment and software 2 – 16.7 years 720,830 391,260 Plant in service 1,085,318 718,503 Plant under construction 73,759 36,600 Total property, plant and equipment 1,159,077 755,103 Less accumulated amortization and depreciation 460,955 345,085 Property, plant and equipment, net $ 698,122 $ 410,018 |
Long-Term Debt and Revolving 32
Long-Term Debt and Revolving Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Total debt consists of the following: (In thousands) 2016 2015 Term loan A $ — $ 201,250 Term loan A-1 472,875 — Term loan A-2 375,000 — 847,875 201,250 Less: unamortized loan fees 18,610 1,589 Total debt, net of unamortized loan fees $ 829,265 $ 199,661 Current maturities of long term debt, net of unamortized loan fees $ 32,041 $ 22,492 Long-term debt, less current maturities, net of unamortized loan fees $ 797,224 $ 177,169 |
Financial Covenants in Credit Agreements | As shown below, as of December 31, 2016 , the Company was in compliance with the financial covenants in its credit agreements. Actual Covenant Requirement Total Leverage Ratio 2.81 % 3.75 or Lower Debt Service Coverage Ratio 4.23 % 2.00 or Higher Minimum Liquidity Balance $136 million $25 million or Higher |
Maturities of Long-term Debt | Future maturities of long-term debt principal are as follows (in thousands): 2017 $ 36,375 2018 68,500 2019 88,500 2020 100,625 2021 318,875 2022 and beyond 235,000 Total $ 847,875 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Allocation of Income Tax Expense | Total income taxes for the years ended December 31, 2016 , 2015 and 2014 were allocated as follows: 2016 2015 2014 (in thousands) Income tax expense on continuing operations $ 2,840 $ 27,726 $ 22,151 Shareholders’ equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes — (679 ) (395 ) Other comprehensive income for changes in cash flow hedge 4,162 (476 ) (993 ) $ 7,002 $ 26,571 $ 20,763 |
Components of Federal and State Income Taxes | The provision for the federal and state income taxes attributable to income from continuing operations consists of the following components: Years Ended December 31, 2016 2015 2014 (in thousands) Current expense Federal taxes $ 44,779 $ 23,579 $ 16,592 State taxes 10,936 5,275 2,562 Total current provision 55,715 28,854 19,154 Deferred expense (benefit) Federal taxes (47,056 ) (744 ) 1,636 State taxes (5,819 ) (384 ) 1,361 Total deferred provision (52,875 ) (1,128 ) 2,997 Income tax expense on continuing operations $ 2,840 $ 27,726 $ 22,151 Effective tax rate 146.0 % 40.4 % 39.5 % |
Reconciliation of Income Taxes | A reconciliation of income taxes determined by applying the federal and state tax rates to income from continuing operations is as follows for the years ended December 31, 2016 , 2015 and 2014 : Years Ended December 31, 2016 2015 2014 (in thousands) Computed “expected” tax expense (35%) $ 681 $ 24,007 $ 19,612 State income taxes, net of federal tax effect 6 3,179 2,550 Changes in state DTL for mergers 3,320 $ — — Excess share based compensation (1,709 ) — — Nondeductible merger expenses 801 $ — — Other, net (259 ) 540 (11 ) Income tax expense on continuing operations $ 2,840 $ 27,726 $ 22,151 |
Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities consist of the following temporary differences at December 31, 2016 and 2015 : 2016 2015 (in thousands) Deferred tax assets: Deferred revenues $ 8,849 $ 2,367 Net operating loss carry-forwards 29,472 717 Accruals and reserves 10,517 5,658 Pension benefits 6,994 1,023 Asset retirement obligations 8,495 2,922 Intangible assets — 325 Total gross deferred tax assets 64,327 13,012 Less valuation allowance (709 ) (709 ) Net deferred tax assets 63,618 12,303 Deferred tax liabilities: Plant-in-service 139,753 85,503 Intangibles 70,799 — Interest rate swaps 4,433 271 Other, net 470 490 Total gross deferred tax liabilities 215,455 86,264 Net deferred tax liabilities $ 151,837 $ 73,961 |
Retirement Plans Retirement Pla
Retirement Plans Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Projected Benefit Obligations | The following tables provide the benefit obligations, fair value of assets and a statement of the funded status since the acquisition date (in thousands): Defined Benefit Pension Plan Other Postretirement Benefit obligations, at acquisition $ 37,443 $ 4,298 Service cost — 18 Interest cost 956 108 Benefits paid (340 ) — Actuarial gain (3,703 ) (174 ) Benefit obligations as of December 31, 2016 $ 34,356 $ 4,250 |
Fair Value of Plan Assets, and Funded Status of Plan | Defined Benefit Pension Plan Other Postretirement Plan assets, at acquisition $ 22,813 $ — Actual return on Plan assets 1,722 — Benefits paid (340 ) — Plan expenses (121 ) — Plan assets as of December 31, 2016 $ 24,074 $ — Funded status: Net liability as of December 31, 2016 $ (10,282 ) $ (4,250 ) |
Components of Net Benefit Costs (Income) | The following table provides the components of net periodic pension (benefit) cost for the plans for the period from acquisition date to December 31, 2016 (in thousands): Defined Benefit Pension Plan Other Postretirement Benefit Plans Components of net periodic pension (benefit) cost: Service cost $ — $ 18 Interest cost 956 108 Expected return on plan assets (1,018 ) — Actuarial gains (4,286 ) (174 ) Net periodic (benefit) cost $ (4,348 ) $ (48 ) |
Assumptions Used to Determine Net Periodic Cost and Benefit Obligations | The assumptions used in the measurements of the Company’s benefit obligations at December 31, 2016 for the plans are shown in the following table: Defined Benefit Pension Plan Other Postretirement Benefit Plans Discount rate 4.15 % 4.11 % The assumptions used in the measurements of the Company’s net periodic benefit cost (income) for the consolidated statement of operations for the period from acquisition date through December 31, 2016 are: Defined Benefit Pension Plan Other Postretirement Benefit Plans Discount rate 4.15 % 4.11 % Expected return on plan assets 6.75 % — % |
Actual and Target Allocation for Plan Assets | The actual and target allocation for plan assets is broadly defined and measured as follows: Asset Category Actual Allocation Target Allocation Equity securities 76 % 65-75 Bond securities and cash equivalents 24 % 25-35 Total 100 % 100 % |
Expected Future Pension Benefit Payments and Other Postretirement Benefit Plan Payments | The following estimated future pension benefit payments and other postretirement benefit plan payments which reflect expected future service, as appropriate, are expected to be paid in the years indicated (in thousands): Defined Benefit Pension Plan Other Postretirement Benefit Plans 2017 $ 684 $ 187 2018 703 156 2019 752 160 2020 821 155 2021 924 170 Aggregate of next five years 6,409 925 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Accrued Liabilities and Other | Accrued liabilities and other include the following (in thousands): December 31, 2016 December 31, 2015 Sales and property taxes payable $ 6,628 $ 1,055 Severance accrual, current portion 4,267 — Asset retirement obligations, current portion 5,841 — Other current liabilities 12,349 6,584 Accrued liabilities and other $ 29,085 $ 7,639 |
Summary of Other Liabilities | Other liabilities include the following (in thousands): December 31, 2016 December 31, 2015 Non-current portion of deferred revenues $ 8,933 $ 4,156 Straight-line management fee waiver 11,974 — Other 2,836 2,229 Other liabilities $ 23,743 $ 6,385 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Outstanding Options | A summary of outstanding options at December 31, 2016 , 2015 and 2014 , and changes during the years ended on those dates, is as follows: Number of Options Weighted Average Grant Price Per Option Outstanding December 31, 2013 1,101,014 $ 8.35 Granted — — Cancelled (2,146 ) 12.63 Exercised (101,516 ) 11.21 Outstanding December 31, 2014 997,352 $ 8.05 Granted — — Cancelled (6,252 ) 12.63 Exercised (86,942 ) 11.46 Outstanding December 31, 2015 904,158 $ 7.70 Granted — Cancelled (8,126 ) 12.63 Exercised (371,390 ) 9.04 Outstanding December 31, 2016 524,642 $ 6.67 |
Share Grant Activity | A summary of outstanding share grants at December 31, 2016 , 2015 , and 2014 , and changes during the years ended on those dates, is as follows: Shares Outstanding December 31, 2013 426,180 Granted 181,530 Cancelled (10,764 ) Vested and issued (161,674 ) Outstanding December 31, 2014 435,272 Granted 190,258 Cancelled (6,736 ) Vested and issued (211,498 ) Outstanding December 31, 2015 407,296 Granted 172,520 Cancelled (3,537 ) Vested and issued (190,254 ) Outstanding December 31, 2016 386,025 |
Non Vested Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options Valuation Assumptions | The following assumptions were utilized in the valuations: 2015 2016 Stock price (closing price on issue date) $15.01 $21.70 Risk-free interest rate (interpolated rate between 2-year and 3-year U.S. treasury rates) 0.95% 0.89% Dividend yield 1.57% 1.11% Performance period 2.87 years 2.87 years |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases, including renewals that are reasonably assured at the inception of the lease, with initial variable lease terms in excess of one year as of December 31, 2016 , are as follows: Year Ending Amount (in thousands) 2017 $ 49,006 2018 48,557 2019 47,777 2020 46,908 2021 46,700 2022 and beyond 241,840 $ 480,788 |
Future Minimum Payments Receivable | The total minimum rental receipts at December 31, 2016 are as follows: Year Ending Amount (in thousands) 2017 $ 6,044 2018 5,724 2019 5,435 2020 4,753 2021 2,708 2022 and beyond 3,011 $ 27,675 |
Derivative Instruments and He38
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Financial Instruments as well as its Classification on the Consolidated Balance Sheet | The table below presents the fair value of the Company’s derivative financial instruments as well as its classification on the consolidated balance sheet as of December 31, 2016 and 2015 (in thousands): Fair Value as of Balance Sheet Location December 31, December 31, Derivatives designated as hedging instruments: Interest rate swaps Accrued liabilities and other $ (895 ) $ (682 ) Deferred charges and other assets, net 12,118 1,370 Total derivatives designated as hedging instruments $ 11,223 $ 688 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The table below presents changes in accumulated other comprehensive income by component for the twelve months ended December 31, 2016 (in thousands): Gains on Cash Flow Hedges Income Tax (Expense) Benefit Accumulated Other Comprehensive Income Balance as of December 31, 2015 $ 688 $ (273 ) $ 415 Other comprehensive income before reclassifications 8,370 (3,306 ) 5,064 Amounts reclassified from accumulated other comprehensive income (to interest expense) 2,165 (856 ) 1,309 Net current period other comprehensive income (loss) 10,535 (4,162 ) 6,373 Balance as of December 31, 2016 $ 11,223 $ (4,435 ) $ 6,788 |
Acquisition of NTELOS Holding39
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation and Revisions Recorded | The following table shows the initial estimate of value and changes recorded through December 31, 2016 (in thousands): Initial Estimate Revisions Revised Estimate Accounts receivable $ 48,476 $ (2,788 ) $ 45,688 Inventory 3,810 762 4,572 Restricted cash 2,167 — 2,167 Investments 1,501 — 1,501 Prepaid expenses and other assets 14,835 — 14,835 Building held for sale 4,950 — 4,950 Property, plant and equipment 223,900 4,376 228,276 Spectrum licenses 198,200 — 198,200 Customer based contract rights 198,200 8,546 206,746 Favorable lease intangible assets 11,000 6,029 17,029 Goodwill 151,627 (6,485 ) 145,142 Other long term assets 10,288 555 10,843 Total assets acquired $ 868,954 $ 10,995 $ 879,949 Accounts payable $ 8,648 $ (105 ) $ 8,543 Advanced billings and customer deposits 12,477 — 12,477 Accrued expenses 25,230 (345 ) 24,885 Capital lease liability 418 — 418 Deferred tax liabilities 124,964 1,625 126,589 Retirement benefits 19,461 (263 ) 19,198 Other long-term liabilities 14,056 6,029 20,085 Total liabilities assumed 205,254 6,941 212,195 Net assets acquired $ 663,700 $ 4,054 $ 667,754 |
Intangible Assets Resulting from Acquisition | Intangible assets consist of the following at December 31, 2016 and 2015 (in thousands): 2016 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Non-amortizing intangibles: Cable franchise rights $ 64,334 $ — $ 64,334 $ 64,059 $ — $ 64,059 Railroad crossing rights 97 — 97 39 — 39 64,431 — 64,431 64,098 — 64,098 Finite-lived intangibles: Affiliate contract expansion 284,102 (14,030 ) 270,072 — — — Acquired subscribers – wireless 120,855 (18,738 ) 102,117 — — — Favorable leases - wireless 16,950 (1,130 ) 15,820 — — — Acquired subscribers – cable 25,265 (24,631 ) 634 25,326 (23,805 ) 1,521 Other intangibles 2,212 (754 ) 1,458 1,938 (564 ) 1,374 Total finite-lived intangibles 449,384 (59,283 ) 390,101 27,264 (24,369 ) 2,895 Total intangible assets $ 513,815 $ (59,283 ) $ 454,532 $ 91,362 $ (24,369 ) $ 66,993 Intangible assets resulting from the acquisition of nTelos and the Sprint exchange, both described above, are noted below (dollars in thousands): Useful Life Basis Affiliate contract agreement 14 years $ 284,100 Customer based contract rights 4-10 years 120,855 Favorable lease intangible assets 3-19 years 17,029 |
Unaudited Pro Forma Results | Following are the unaudited pro forma results of the Company for the years ended December 31, 2016 and 2015, as if the acquisition of nTelos had occurred at the beginning of each of the periods presented. (in thousands) Years Ended 2016 2015 Operating revenues $ 646,769 $ 678,475 Income before income taxes $ 2,989 $ 54,716 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Segments | Year ended December 31, 2016 (In thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 359,769 $ 99,070 $ 19,646 — — $ 478,485 Other revenues 24,364 7,927 24,512 — — 56,803 Total external revenues 384,133 106,997 44,158 — — 535,288 Internal revenues 4,620 1,737 30,816 — (37,173 ) — Total operating revenues 388,753 108,734 74,974 — (37,173 ) 535,288 Operating expenses Costs of goods and services, exclusive of depreciation and amortization shown separately below 133,113 58,581 36,259 — (34,433 ) 193,520 Selling, general and administrative, exclusive of depreciation and amortization shown below 95,851 19,248 6,474 14,492 (2,740 ) 133,325 Integration and acquisition expenses 25,927 — — 16,305 — 42,232 Depreciation and amortization 107,621 23,908 11,717 439 — 143,685 Total operating expenses 362,512 101,737 54,450 31,236 (37,173 ) 512,762 Operating income (loss) $ 26,241 $ 6,997 $ 20,524 $ (31,236 ) $ — $ 22,526 Year ended December 31, 2015 (In thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 192,752 $ 88,980 $ 19,386 — — $ 301,118 Other revenues 11,609 7,793 21,965 — — 41,367 Total external revenues 204,361 96,773 41,351 — — 342,485 Internal revenues 4,440 849 26,069 — (31,358 ) — Total operating revenues 208,801 97,622 67,420 — (31,358 ) 342,485 Operating expenses Costs of goods and services, exclusive of depreciation and amortization shown separately below 63,570 54,611 31,668 — (28,519 ) 121,330 Selling, general and administrative, exclusive of depreciation and amortization shown below 35,792 19,412 6,612 13,844 (2,839 ) 72,821 Integration and acquisition expenses — — — 3,546 — 3,546 Depreciation and amortization 34,416 23,097 12,736 453 — 70,702 Total operating expenses 133,778 97,120 51,016 17,843 (31,358 ) 268,399 Operating income (loss) $ 75,023 $ 502 $ 16,404 $ (17,843 ) $ — $ 74,086 Year ended December 31, 2014 (In thousands) Wireless Cable Wireline Other Eliminations Consolidated Totals External revenues Service revenues $ 191,147 $ 77,179 $ 18,919 — — $ 287,245 Other revenues 11,867 7,224 20,610 — — 39,701 Total external revenues 203,014 84,403 39,529 — — 326,946 Internal revenues 4,440 150 23,506 — (28,096 ) — Total operating revenues 207,454 84,553 63,035 — (28,096 ) 326,946 Operating expenses Costs of goods and services, exclusive of depreciation and amortization shown separately below 73,290 51,982 30,088 — (25,617 ) 129,743 Selling, general and administrative, exclusive of depreciation and amortization shown below 33,171 19,521 6,009 13,148 (2,479 ) 69,370 Depreciation and amortization 31,111 23,148 11,224 407 — 65,890 Total operating expenses 137,572 94,651 47,321 13,555 (28,096 ) 265,003 Operating income (loss) $ 69,882 $ (10,098 ) $ 15,714 $ (13,555 ) $ — $ 61,943 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | A reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before income taxes is as follows: Years Ended December 31, (In thousands) 2016 2015 2014 Total consolidated operating income $ 22,526 $ 74,086 $ 61,943 Interest expense (25,102 ) (7,355 ) (8,148 ) Non-operating income, net 4,521 1,859 2,239 Income from continuing operations before income taxes $ 1,945 $ 68,590 $ 56,034 |
Assets by Segment | The Company’s assets by segment are as follows: (In thousands) December 31, December 31, Wireless $ 1,101,716 $ 205,718 Cable 218,471 209,132 Wireline 115,282 105,369 Other 1,059,898 463,390 Combined totals 2,495,367 983,609 Inter-segment eliminations (1,010,960 ) (356,458 ) Consolidated totals $ 1,484,407 $ 627,151 |
Quarterly Results (unaudited) (
Quarterly Results (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table shows selected quarterly results for the Company. (in thousands except per share data) For the year ended December 31, 2016 First Second Third Fourth Total Operating revenues $ 92,571 $ 130,309 $ 156,836 $ 155,572 $ 535,288 Operating income (loss) 21,312 (7,046 ) (3,929 ) 12,189 22,526 Net income (loss) 13,880 (6,995 ) (7,596 ) (184 ) (895 ) Net income (loss) per share – basic 0.29 (0.14 ) (0.16 ) 0.00 (0.02 ) Net income (loss) per share – diluted 0.28 (0.14 ) (0.16 ) 0.00 (0.02 ) For the year ended December 31, 2015 First Second Third Fourth Total Operating revenues $ 84,287 $ 85,701 $ 85,212 $ 87,285 $ 342,485 Operating income 18,526 18,750 15,089 21,721 74,086 Net income 10,286 10,474 7,996 12,108 40,864 Net income per share - basic 0.21 0.22 0.17 0.24 0.84 Net income per share - diluted 0.21 0.21 0.17 0.24 0.83 |
Description of Business and S42
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) shares in Thousands | Oct. 01, 2016USD ($) | Dec. 31, 2016USD ($)stateshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Sep. 30, 2016USD ($) | May 06, 2016USD ($) |
Accounting Policies [Abstract] | ||||||
Non Sprint operations, number of states | state | 4 | |||||
Cash equivalents | $ 40,100,000 | |||||
Goodwill impairment | $ 0 | |||||
Asset retirement obligations, current portion | 0 | $ 5,841,000 | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Carrying value | $ 64,431,000 | 64,098,000 | ||||
Amortization expense | $ 34,900,000 | $ 1,400,000 | $ 2,600,000 | |||
Management fee | 8.00% | |||||
Net service fee | 8.60% | |||||
Management fee retained | 6.00% | |||||
Period for sprint's waiver of the management fee | 6 years | |||||
Contract term | 14 years | |||||
Stock options outstanding (in shares) | shares | 911 | 1,312 | 1,394 | |||
Antidilutive shares and options excluded from computation of earnings per share (in shares) | shares | 92 | 22 | ||||
Deferred income taxes | $ 0 | $ 907,000 | ||||
Excess tax benefits recognized as discrete items | 1,709,000 | 0 | $ 0 | |||
Ntelos Holding, Corp [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | $ 23,000,000 | |||||
Accounting Standards Update 2015-03 [Member] | Assets [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | (1,600,000) | |||||
Accounting Standards Update 2015-03 [Member] | Assets [Member] | Ntelos Holding, Corp [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | (4,300,000) | |||||
Accounting Standards Update 2015-03 [Member] | Other Assets [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | (1,600,000) | |||||
Accounting Standards Update 2015-03 [Member] | Other Assets [Member] | Ntelos Holding, Corp [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | (4,300,000) | |||||
Accounting Standards Update 2015-03 [Member] | Liabilities and Equity [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | 1,600,000 | |||||
Accounting Standards Update 2015-03 [Member] | Liabilities and Equity [Member] | Ntelos Holding, Corp [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | 4,300,000 | |||||
Accounting Standards Update 2015-03 [Member] | Long-term Debt, Current Maturities [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | 500,000 | |||||
Accounting Standards Update 2015-03 [Member] | Long-term Debt [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | 1,100,000 | |||||
Accounting Standards Update 2015-03 [Member] | Long-term Debt [Member] | Ntelos Holding, Corp [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Unamortized loan fees and costs reclassification | 4,300,000 | |||||
Cable Franchise Rights [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Impairment of intangible assets | 0 | 0 | $ 0 | |||
Carrying value | 64,334,000 | 64,059,000 | ||||
Fair value amount exceeding the carrying amount | $ 28,200,000 | $ 11,300,000 |
Description of Business and S43
Description of Business and Summary of Significant Accounting Policies - Changes in Allowance for Doubtful Accounts for Trade Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 418 | $ 762 | $ 924 |
Bad debt expense | 2,456 | 1,640 | 1,678 |
Losses charged to allowance | (2,743) | (2,586) | (2,218) |
Recoveries added to allowance | 628 | 602 | 378 |
Balance at end of year | $ 759 | $ 418 | $ 762 |
Description of Business and S44
Description of Business and Summary of Significant Accounting Policies - Changes in Liability for Asset Removal Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance at beginning of year | $ 7,266 | $ 6,928 | $ 6,485 |
Liabilities acquired in acquisition | 14,056 | 0 | 0 |
Additional liabilities accrued | 157 | 490 | 403 |
Changes to prior estimates | 0 | (467) | 0 |
Payments made | (609) | (77) | (334) |
Accretion expense | 637 | 392 | 374 |
Balance at end of year | $ 21,507 | $ 7,266 | $ 6,928 |
Description of Business and S45
Description of Business and Summary of Significant Accounting Policies - Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 10 |
Ending balance | 145,256 |
Wireless [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 10 |
Colane acquisition [Member] | Cable [Member] | |
Goodwill [Roll Forward] | |
Acquired | 104 |
Ntelos Holding, Corp [Member] | |
Goodwill [Roll Forward] | |
Ending balance | 145,142 |
Ntelos Holding, Corp [Member] | Wireless [Member] | |
Goodwill [Roll Forward] | |
Acquired | $ 145,142 |
Description of Business and S46
Description of Business and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 449,384 | $ 27,264 |
Accumulated Amortization | (59,283) | (24,369) |
Net | 390,101 | 2,895 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 64,431 | 64,098 |
Total intangibles, gross carrying amount | 513,815 | 91,362 |
Total intangibles | 454,532 | 66,993 |
Cable Franchise Rights [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 64,334 | 64,059 |
Railroad Crossing Rights [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 97 | 39 |
Business Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 284,102 | 0 |
Accumulated Amortization | (14,030) | 0 |
Net | 270,072 | 0 |
Acquired subscribers wireless [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 120,855 | 0 |
Accumulated Amortization | (18,738) | 0 |
Net | 102,117 | 0 |
Favorable leases - wireless [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,950 | 0 |
Accumulated Amortization | (1,130) | 0 |
Net | 15,820 | 0 |
Acquired subscribers cable [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,265 | 25,326 |
Accumulated Amortization | (24,631) | (23,805) |
Net | 634 | 1,521 |
Other Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,212 | 1,938 |
Accumulated Amortization | (754) | (564) |
Net | $ 1,458 | $ 1,374 |
Description of Business and S47
Description of Business and Summary of Significant Accounting Policies - Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,017 | $ 46,807 | |
2,018 | 40,797 | |
2,019 | 36,561 | |
2,020 | 33,685 | |
2,021 | 30,923 | |
thereafter | 201,328 | |
Net | 390,101 | $ 2,895 |
Contra Revenue [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,017 | 21,045 | |
2,018 | 21,044 | |
2,019 | 21,045 | |
2,020 | 21,044 | |
2,021 | 21,045 | |
thereafter | 164,849 | |
Net | 270,072 | |
Rent Expense [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,017 | 1,695 | |
2,018 | 1,695 | |
2,019 | 1,695 | |
2,020 | 1,695 | |
2,021 | 1,695 | |
thereafter | 7,345 | |
Net | 15,820 | |
Amortization [Member] | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,017 | 24,067 | |
2,018 | 18,058 | |
2,019 | 13,821 | |
2,020 | 10,946 | |
2,021 | 8,183 | |
thereafter | 29,134 | |
Net | $ 104,209 |
Description of Business and S48
Description of Business and Summary of Significant Accounting Policies - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) | $ (184) | $ (7,596) | $ (6,995) | $ 13,880 | $ 12,108 | $ 7,996 | $ 10,474 | $ 10,286 | $ (895) | $ 40,864 | $ 33,883 |
Weighted average shares outstanding, basic (in shares) | 48,807 | 48,388 | 48,198 | ||||||||
Basic income (loss) per share (in dollars per share) | $ 0 | $ (0.16) | $ (0.14) | $ 0.29 | $ 0.24 | $ 0.17 | $ 0.22 | $ 0.21 | $ (0.02) | $ 0.84 | $ 0.70 |
Effect of stock options outstanding: | |||||||||||
Weighted average shares outstanding, basic (in shares) | 48,807 | 48,388 | 48,198 | ||||||||
Assumed exercise, at the strike price at the beginning of year (in shares) | 0 | 1,302 | 1,410 | ||||||||
Assumed repurchase of shares under treasury stock method (in shares) | 0 | (666) | (888) | ||||||||
Diluted weighted average shares (in shares) | 48,807 | 49,024 | 48,720 | ||||||||
Diluted income (loss) per share (in dollars per share) | $ 0 | $ (0.16) | $ (0.14) | $ 0.28 | $ 0.24 | $ 0.17 | $ 0.21 | $ 0.21 | $ (0.02) | $ 0.83 | $ 0.70 |
Equipment Installment Plan Re49
Equipment Installment Plan Receivables (Details) - USD ($) $ in Thousands | May 06, 2016 | Feb. 24, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, net | $ 69,789 | $ 29,778 | ||
Deferred charges and other assets, net | 14,756 | $ 11,504 | ||
Sprint [Member] | Transfer of Equipment Installment Receivables [Member] | Subsequent Event [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Receivable from Sprint | $ 6,700 | |||
Ntelos Holding, Corp [Member] | Equipment Installment Plan Receivables [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Installment period | 24 months | |||
Equipment Installment Plan Receivables | 700 | |||
Accounts receivable, net | 600 | |||
Deferred charges and other assets, net | $ 100 | |||
Ntelos Holding, Corp [Member] | Minimum [Member] | Equipment Installment Plan Receivables [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Estimated interest rate on receivable | 5.00% | |||
Ntelos Holding, Corp [Member] | Maximum [Member] | Equipment Installment Plan Receivables [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Estimated interest rate on receivable | 10.00% |
Investments - Investments Carri
Investments - Investments Carried at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Investments at fair value | $ 2,907 | $ 2,654 |
Taxable Bond Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Investments at fair value | 24 | 24 |
Domestic Equity Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Investments at fair value | 2,787 | 2,564 |
International Equity Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Investments at fair value | $ 96 | $ 66 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | May 06, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Investments [Abstract] | ||||
Unrealized gains | $ 143 | |||
Unrealized losses | $ 141 | $ 51 | ||
Dividends received from investments | 110 | 134 | $ 184 | |
Business Acquisition [Line Items] | ||||
Increase in cost method investments | 540 | $ 388 | ||
Distributions from investments | 2,900 | |||
Gain on equity method investment | $ 128 | |||
Ntelos Holding, Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Increase in cost method investments | $ 1,500 |
Investments - Other Investments
Investments - Other Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investment [Line Items] | ||
Cost method investments | $ 6,919 | $ 4,897 |
Equity method investments | 450 | 3,128 |
Total other investments | 7,369 | 8,025 |
Private Equity Limited Partnerships [Member] | ||
Investment [Line Items] | ||
Equity method investments | 0 | 2,624 |
Other Equity Investments [Member] | ||
Investment [Line Items] | ||
Equity method investments | 450 | 504 |
CoBank [Member] | ||
Investment [Line Items] | ||
Cost method investments | 6,177 | 4,137 |
Other Equity Investments [Member] | ||
Investment [Line Items] | ||
Cost method investments | $ 742 | $ 760 |
Property, Plant and Equipment53
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 1,159,077 | $ 755,103 |
Less accumulated amortization and depreciation | 460,955 | 345,085 |
Property, plant and equipment, net | 698,122 | 410,018 |
Land [Member] | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | 13,057 | 4,181 |
Building and Structures [Member] | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 115,960 | 108,341 |
Building and Structures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | |
Building and Structures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 40 years | |
Cable and Wire [Member] | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 235,471 | 214,721 |
Cable and Wire [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 4 years | |
Cable and Wire [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 40 years | |
Equipment and Software [Member] | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 720,830 | 391,260 |
Equipment and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | |
Equipment and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 16 years 8 months 12 days | |
Plant in Service [Member] | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 1,085,318 | 718,503 |
Plant under Construction [Member] | ||
Property, plant and equipment [Abstract] | ||
Total property, plant and equipment | $ 73,759 | $ 36,600 |
Long-Term Debt and Revolving 54
Long-Term Debt and Revolving Lines of Credit - Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 847,875 | $ 201,250 |
Less: unamortized loan fees | 18,610 | 1,589 |
Total debt, net of unamortized loan fees | 829,265 | 199,661 |
Current maturities of long term debt, net of unamortized loan fees | 32,041 | 22,492 |
Long-term debt, less current maturities, net of unamortized loan fees | 797,224 | 177,169 |
Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Total | 0 | 201,250 |
Term loan A-1 [Member] | ||
Debt Instrument [Line Items] | ||
Total | 472,875 | 0 |
Term loan A-2 [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 375,000 | $ 0 |
Long-Term Debt and Revolving 55
Long-Term Debt and Revolving Lines of Credit - Narrative (Details) | Dec. 18, 2015USD ($)facility | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Number of credit facilities | facility | 3 | |||
Total debt, net of unamortized loan fees | $ 829,265,000 | $ 199,661,000 | ||
Unamortized loan fees | $ 18,610,000 | 1,589,000 | ||
Weighted average interest rate | 3.83% | |||
Variable swap rate | 50.00% | |||
Total leverage ratio through December 30, 2019 | 3.25 | |||
Total leverage ratio thereafter | 3 | |||
Debt service coverage ratio, actual | 0.0423 | |||
Minimum liquidity balance | $ 25,000,000 | $ 25,000,000 | ||
Derivative asset, fair value | 11,200,000 | $ 688,000 | ||
Accrued in anticipation of early distribution of patronage credit | $ 2,200,000 | |||
Percentage of patronage credit paid in cash | 75.00% | |||
Percentage of patronage credit paid in shares | 25.00% | |||
London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate | 1.16% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Total leverage ratio from closing date through December 30, 2018 | 3.75 | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt service coverage ratio, actual | 2 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of credit facility | 5 years | |||
Maximum borrowing capacity | $ 75,000,000 | |||
Proceeds from line of credit | $ 0 | |||
Incremental Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of credit facilities | facility | 1 | |||
Maximum borrowing capacity | $ 150,000,000 | |||
Term loan A-1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of credit facility | 5 years | |||
Maximum borrowing capacity | $ 485,000,000 | |||
Quarterly principal payment period one | 6,100,000 | |||
Quarterly principal payment period two | 12,100,000 | |||
Quarterly principal payment period three | 18,200,000 | |||
Remaining principal payment due | 260,700,000 | |||
Term loan A-1 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Term loan A-1 [Member] | Ntelos Holding, Corp [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility amount borrowed | $ 485,000,000 | |||
Term loan A-2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of credit facility | 7 years | |||
Maximum borrowing capacity | $ 400,000,000 | |||
Proceeds from line of credit | $ 50,000,000 | |||
Quarterly principal payment period one | 10,000,000 | |||
Remaining principal payment due | $ 185,000,000 | |||
Term loan A-2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.00% | |||
Term loan A-2 [Member] | Ntelos Holding, Corp [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility amount borrowed | $ 325,000,000 | |||
Term loan A-2 [Member] | Delayed Draw Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility remaining borrowing capacity | $ 75,000,000 |
Long-Term Debt and Revolving 56
Long-Term Debt and Revolving Lines of Credit - Financial Covenants in Credit Agreements (Details) | Dec. 18, 2015USD ($) | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | ||
Total leverage ratio, actual | 0.0281 | |
Debt service coverage ratio, actual | 0.0423 | |
Total leverage ratio, covenant requirement | 3.75 | |
Debt service coverage ratio, covenant requirement | 2 | |
Minimum liquidity balance, actual | $ 136,000,000 | |
Minimum liquidity balance | $ 25,000,000 | $ 25,000,000 |
Long-Term Debt and Revolving 57
Long-Term Debt and Revolving Lines of Credit - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Maturities of Long-term Debt [Abstract] | ||
2,017 | $ 36,375 | |
2,018 | 68,500 | |
2,019 | 88,500 | |
2,020 | 100,625 | |
2,021 | 318,875 | |
2022 and beyond | 235,000 | |
Total | $ 847,875 | $ 201,250 |
Income Taxes - Allocation of In
Income Taxes - Allocation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense on continuing operations | $ 2,840 | $ 27,726 | $ 22,151 |
Shareholders’ equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes | 0 | (679) | (395) |
Other comprehensive income for changes in cash flow hedge | 4,162 | (476) | (993) |
Income tax expense | $ 7,002 | $ 26,571 | $ 20,763 |
Income Taxes - Components of Fe
Income Taxes - Components of Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current expense | |||
Federal taxes | $ 44,779 | $ 23,579 | $ 16,592 |
State taxes | 10,936 | 5,275 | 2,562 |
Total current provision | 55,715 | 28,854 | 19,154 |
Deferred expense (benefit) | |||
Federal taxes | (47,056) | (744) | 1,636 |
State taxes | (5,819) | (384) | 1,361 |
Total deferred provision | (52,875) | (1,128) | 2,997 |
Income tax expense on continuing operations | $ 2,840 | $ 27,726 | $ 22,151 |
Effective tax rate | 146.00% | 40.40% | 39.50% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Computed “expected” tax expense (35%) | $ 681 | $ 24,007 | $ 19,612 |
State income taxes, net of federal tax effect | 6 | 3,179 | 2,550 |
Changes in state DTL for mergers | 3,320 | 0 | 0 |
Excess share based compensation | (1,709) | 0 | 0 |
Nondeductible merger expenses | 801 | 0 | 0 |
Other, net | (259) | 540 | (11) |
Income tax expense on continuing operations | $ 2,840 | $ 27,726 | $ 22,151 |
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Deferred revenues | $ 8,849 | $ 2,367 |
Net operating loss carry-forwards | 29,472 | 717 |
Accruals and reserves | 10,517 | 5,658 |
Pension benefits | 6,994 | 1,023 |
Asset retirement obligations | 8,495 | 2,922 |
Intangible assets | 0 | 325 |
Total gross deferred tax assets | 64,327 | 13,012 |
Less valuation allowance | (709) | (709) |
Net deferred tax assets | 63,618 | 12,303 |
Deferred tax liabilities: | ||
Plant-in-service | 139,753 | 85,503 |
Intangibles | 70,799 | 0 |
Interest rate swaps | 4,433 | 271 |
Other, net | 470 | 490 |
Total gross deferred tax liabilities | 215,455 | 86,264 |
Net deferred tax liabilities | $ 151,837 | $ 73,961 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
State net operating loss carry-forwards, net of federal tax | $ 29,500,000 | |
Valuation allowance | 700,000 | |
Federal and state net operating losses | 74,000,000 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Significant Contractual Relat63
Significant Contractual Relationship (Details) | Jan. 01, 2016 | Aug. 01, 2013 | Dec. 31, 2016 | Dec. 31, 2012megahertz | Dec. 31, 1999renewal |
Significant Contractual Relationship [Abstract] | |||||
Initial term of contract | 20 years | ||||
Number of contract renewals | renewal | 3 | ||||
Length of renewals | 10 years | ||||
Right or obligation to sell business, percentage of EBV | 90.00% | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Additional term of contract | 5 years | ||||
Expected future net service fee | 8.60% | 14.00% | |||
Management fee on post paid services | 8.00% | ||||
Maximum [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Megahertz spectrum used | 1,900 | ||||
Additional term of contract | 45 years | ||||
Minimum [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Megahertz spectrum used | 800 |
Related Party Transactions (Det
Related Party Transactions (Details) - ValleyNet [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 2.4 | $ 2.7 | $ 3 |
Accounts receivable from related parties | 0.2 | 0.2 | |
Expenses from transactions with related party | $ 3 | $ 2.4 | $ 2.3 |
Retirement Plans - Benefit Obli
Retirement Plans - Benefit Obligation (Details) - Ntelos Holding, Corp [Member] $ in Thousands | 8 Months Ended |
Dec. 31, 2016USD ($) | |
Pension Plan [Member] | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |
Benefit obligations, at acquisition | $ 37,443 |
Service cost | 0 |
Interest cost | 956 |
Benefits paid | (340) |
Actuarial gain | (3,703) |
Benefit obligations as of December 31, 2016 | 34,356 |
Other Postretirement Benefit Plan [Member] | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |
Benefit obligations, at acquisition | 4,298 |
Service cost | 18 |
Interest cost | 108 |
Benefits paid | 0 |
Actuarial gain | (174) |
Benefit obligations as of December 31, 2016 | $ 4,250 |
Retirement Plans - Fair Value o
Retirement Plans - Fair Value of Assets (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2016USD ($) | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |
Plan assets as of December 31, 2016 | $ 0 |
Ntelos Holding, Corp [Member] | Pension Plan [Member] | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |
Plan assets, at acquisition | 22,813 |
Actual return on Plan assets | 1,722 |
Benefits paid | (340) |
Plan expenses | (121) |
Plan assets as of December 31, 2016 | 24,074 |
Funded status: Net liability as of December 31, 2016 | (10,282) |
Ntelos Holding, Corp [Member] | Other Postretirement Benefit Plan [Member] | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |
Plan assets, at acquisition | 0 |
Actual return on Plan assets | 0 |
Benefits paid | 0 |
Plan expenses | 0 |
Funded status: Net liability as of December 31, 2016 | $ (4,250) |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) $ in Thousands | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Sep. 30, 2016 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)bond_fund | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 06, 2016USD ($) | |
Ntelos Holding, Corp [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Assumed annual rate increase in per capita cost of covered health care benefits | 8.00% | ||||||
Assumed annual rate decrease in per capita cost of covered health care benefits for the next five years | 0.50% | ||||||
Assumed annual rate per capita cost of covered health care benefits for year 2022 and thereafter | 5.00% | ||||||
Effect of one percentage point increase on service and interest cost components | $ 41 | ||||||
Effect of one percentage point increase on accumulated postretirement benefit obligation | 800 | ||||||
Effect of one percentage point decrease on service and interest cost components | 32 | ||||||
Effect of one percentage point decrease on accumulated postretirement benefit obligation | $ 634 | ||||||
Number of bond funds | bond_fund | 2 | ||||||
Ntelos Holding, Corp [Member] | Maximum [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Holding percentage of one asset in bond fund | 4.00% | ||||||
Holding percentage of one asset in total portfolio | 1.00% | ||||||
Pension Plan [Member] | Ntelos Holding, Corp [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Benefit obligations, at acquisition | $ 34,356 | $ 34,356 | $ 37,443 | ||||
Net periodic cost (income) | (4,348) | ||||||
Pension Plan [Member] | Ntelos Holding, Corp [Member] | Scenario, Forecast [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Net periodic cost (income) | $ (200) | ||||||
Other Postretirement Benefit Plan [Member] | Ntelos Holding, Corp [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Benefit obligations, at acquisition | 4,250 | 4,250 | $ 4,298 | ||||
Net periodic cost (income) | (48) | ||||||
Other Postretirement Benefit Plan [Member] | Ntelos Holding, Corp [Member] | Scenario, Forecast [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Net periodic cost (income) | $ 200 | ||||||
401 (k) Plan [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Contribution to plan | 3,800 | $ 2,600 | $ 2,500 | ||||
SERP [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Liability due to participants | $ 2,900 | $ 2,900 | $ 2,700 |
Retirement Plans - Net Periodic
Retirement Plans - Net Periodic Pension (Benefit) Cost (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial gains | $ (4,396) | $ 0 | $ 0 | |
Ntelos Holding, Corp [Member] | Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | |||
Interest cost | 956 | |||
Expected return on plan assets | (1,018) | |||
Actuarial gains | (4,286) | |||
Net periodic (benefit) cost | (4,348) | |||
Ntelos Holding, Corp [Member] | Other Postretirement Benefit Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 18 | |||
Interest cost | 108 | |||
Expected return on plan assets | 0 | |||
Actuarial gains | (174) | |||
Net periodic (benefit) cost | $ (48) |
Retirement Plans - Assumptions
Retirement Plans - Assumptions (Details) - Ntelos Holding, Corp [Member] | 8 Months Ended |
Dec. 31, 2016 | |
Pension Plan [Member] | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |
Discount rate | 4.15% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |
Discount rate | 4.15% |
Expected return on plan assets | 6.75% |
Other Postretirement Benefit Plan [Member] | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |
Discount rate | 4.11% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |
Discount rate | 4.11% |
Expected return on plan assets | 0.00% |
Retirement Plans - Asset Alloca
Retirement Plans - Asset Allocation (Details) - USD ($) $ in Thousands | May 06, 2016 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair Value | $ 0 | |
Ntelos Holding, Corp [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocation | 100.00% | |
Target allocations | 100.00% | |
Ntelos Holding, Corp [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocation | 76.00% | |
Target allocations, minimum | 65.00% | |
Target allocations, maximum | 75.00% | |
Ntelos Holding, Corp [Member] | Bond securities and cash equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocation | 24.00% | |
Target allocations, minimum | 25.00% | |
Target allocations, maximum | 35.00% |
Retirement Plans - Future Benef
Retirement Plans - Future Benefit Plan Payments (Details) - Ntelos Holding, Corp [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Pension Plan [Member] | |
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | |
2,017 | $ 684 |
2,018 | 703 |
2,019 | 752 |
2,020 | 821 |
2,021 | 924 |
Aggregate of next five years | 6,409 |
Other Postretirement Benefit Plan [Member] | |
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | |
2,017 | 187 |
2,018 | 156 |
2,019 | 160 |
2,020 | 155 |
2,021 | 170 |
Aggregate of next five years | $ 925 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Accrued Liabilities and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | |||
Sales and property taxes payable | $ 6,628 | $ 1,055 | |
Severance accrual, current portion | 4,267 | 0 | |
Asset retirement obligations, current portion | 5,841 | 0 | |
Other current liabilities | 12,349 | 6,584 | |
Accrued liabilities and other | $ 29,085 | $ 29,085 | $ 7,639 |
Accrued and Other Liabilities73
Accrued and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | |||
Non-current portion of deferred revenues | $ 8,933 | $ 4,156 | |
Straight-line management fee waiver | 11,974 | 0 | |
Other | 2,836 | 2,229 | |
Other liabilities | $ 23,743 | $ 23,743 | $ 6,385 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
May 31, 2016employee$ / sharesshares | Feb. 29, 2016employee$ / sharesshares | May 31, 2015$ / sharesshares | Feb. 28, 2015employee$ / sharesshares | May 31, 2014$ / sharesshares | Feb. 28, 2014employee$ / sharesshares | May 31, 2013$ / sharesshares | Feb. 28, 2013$ / sharesshares | Dec. 31, 2016USD ($)plan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2005shares | Dec. 31, 2013$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of stock incentive plans | plan | 2 | ||||||||||||
Stock options outstanding (in shares) | 911,000 | 1,312,000 | 1,394,000 | ||||||||||
The 2005 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized for issuance (in shares) | 2,880,000 | ||||||||||||
Life of award | P10Y | ||||||||||||
The 2014 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Additional number of shares authorized for issuance (in shares) | 3,000,000 | ||||||||||||
Granted (in shares) | 0 | 0 | 0 | ||||||||||
The 2014 Plan [Member] | Management Shares [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Life of award | P10Y | ||||||||||||
Stock Options [Member] | The 2014 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 0 | 0 | 0 | ||||||||||
Stock options outstanding (in shares) | 524,642 | 904,158 | 997,352 | 1,101,014 | |||||||||
Stock options outstanding (in dollars per share) | $ / shares | $ 6.67 | $ 7.70 | $ 8.05 | $ 8.35 | |||||||||
Intrinsic value of outstanding options | $ | $ 10,800 | ||||||||||||
Weighted average remaining contractual life | 5 years 4 months 6 days | ||||||||||||
Number of options exercisable (in shares) | 428,112 | ||||||||||||
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 6.61 | ||||||||||||
Intrinsic value, options exercisable | $ | $ 8,900 | ||||||||||||
Options exercisable, weighted average remaining contractual term | 5 years 2 months 5 days | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 27.30 | ||||||||||||
Fair value of options vested | $ | $ 300 | ||||||||||||
Intrinsic value of options exercised | $ | 6,800 | ||||||||||||
Proceeds from stock options exercised | $ | 3,400 | ||||||||||||
Share-based compensation expense | $ | 58 | $ 142 | $ 452 | ||||||||||
Share based compensation income tax benefit | $ | 23 | 29 | 78 | ||||||||||
Tax benefit realized from exercise of stock options | $ | 1,700 | ||||||||||||
Compensation, nonvested awards, compensation cost not yet recognized | $ | $ 24 | ||||||||||||
Compensation, nonvested awards, cost not yet recognized, period for recognition | 2 years | ||||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 21.70 | $ 15.01 | |||||||||||
Share-based compensation expense | $ | $ 3,400 | 2,600 | 2,200 | ||||||||||
Share based compensation income tax benefit | $ | 1,400 | $ 1,300 | $ 900 | ||||||||||
Compensation, nonvested awards, compensation cost not yet recognized | $ | $ 2,100 | ||||||||||||
Compensation, nonvested awards, cost not yet recognized, period for recognition | 2 years | ||||||||||||
Granted (in shares) | 172,520 | 190,258 | 181,530 | ||||||||||
Vested and issued (in shares) | 190,254 | 211,498 | 161,674 | ||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Management Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options annual vesting percentage | 25.00% | 25.00% | 25.00% | ||||||||||
Granted (in shares) | 71,936 | 79,946 | 135,562 | ||||||||||
Number of employees participating in grants of non vested shares | employee | 23 | 21 | 22 | ||||||||||
Grant date fair value per share (in dollars per share) | $ / shares | $ 21.70 | $ 15.01 | $ 13 | ||||||||||
Retirement age | 55 years | ||||||||||||
Number of years of service with the company | 10 years | ||||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Former Employees of nTelos [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 12,210 | ||||||||||||
Number of employees participating in grants of non vested shares | employee | 6 | ||||||||||||
Grant date fair value per share (in dollars per share) | $ / shares | $ 30.27 | ||||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Employee Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 17,258 | 29,752 | 33,664 | ||||||||||
Grant date fair value per share (in dollars per share) | $ / shares | $ 31.33 | $ 17.23 | $ 12.83 | ||||||||||
Vested and issued (in shares) | 6,984 | 10,180 | 9,390 | ||||||||||
Retirement age | 55 years | ||||||||||||
Number of years of service with the company | 10 years | ||||||||||||
Vested period for remaining shares | 4 years | ||||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Non Employee Director Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options annual vesting percentage | 33.00% | ||||||||||||
Granted (in shares) | 26,790 | 31,984 | 12,304 | ||||||||||
Grant date fair value per share (in dollars per share) | $ / shares | $ 21.70 | $ 15.01 | $ 13 | ||||||||||
Award vesting period | 1 year | 1 year | |||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Eight Management Employees [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Life of award | P3Y | ||||||||||||
Granted (in shares) | 44,326 | 48,576 | |||||||||||
Number of employees participating in grants of non vested shares | employee | 8 | ||||||||||||
Grant date fair value per share (in dollars per share) | $ / shares | $ 24.10 | $ 15.66 | |||||||||||
Maximum percentage for granted share units | 150.00% | ||||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Eight Management Employees [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 66,489 | 72,864 | |||||||||||
Non Vested Shares [Member] | The 2014 Plan [Member] | Eight Management Employees [Member] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 0 |
Stock Incentive Plans - Valuati
Stock Incentive Plans - Valuation Assumptions (Details) - Non Vested Shares [Member] - The 2014 Plan [Member] - $ / shares | 1 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Dividend rate | 1.11% | 1.57% |
Risk-free interest rate | 0.89% | 0.95% |
Expected lives of options | 2 years 10 months 13 days | 2 years 10 months 13 days |
Share price (in dollars per share) | $ 21.70 | $ 15.01 |
Minimum [Member] | US Treasury Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected lives of options | 2 years | |
Maximum [Member] | US Treasury Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected lives of options | 3 years |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Outstanding Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | |||
Outstanding at beginning of year (in shares) | 1,312,000 | 1,394,000 | |
Outstanding at end of period (in shares) | 911,000 | 1,312,000 | 1,394,000 |
The 2014 Plan [Member] | |||
Number of Options | |||
Granted (in shares) | 0 | 0 | 0 |
Stock Options [Member] | The 2014 Plan [Member] | |||
Number of Options | |||
Outstanding at beginning of year (in shares) | 904,158 | 997,352 | 1,101,014 |
Granted (in shares) | 0 | 0 | 0 |
Cancelled (in shares) | (8,126) | (6,252) | (2,146) |
Exercised (in shares) | (371,390) | (86,942) | (101,516) |
Outstanding at end of period (in shares) | 524,642 | 904,158 | 997,352 |
Weighted Average Grant Price Per Option | |||
Outstanding at beginning of year (in dollars per share) | $ 7.70 | $ 8.05 | $ 8.35 |
Granted (in dollars per share) | 0 | 0 | |
Cancelled (in dollars per share) | 12.63 | 12.63 | 12.63 |
Exercised (in dollars per share) | 9.04 | 11.46 | 11.21 |
Outstanding at end of period (in dollars per share) | $ 6.67 | $ 7.70 | $ 8.05 |
Stock Incentive Plans - Share G
Stock Incentive Plans - Share Grant Activity (Details) - The 2014 Plan [Member] - Non Vested Shares [Member] - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Nonvested Shares [Roll Forward] | |||
Nonvested number, at beginning of year (in shares) | 407,296 | 435,272 | 426,180 |
Granted (in shares) | 172,520 | 190,258 | 181,530 |
Cancelled (in shares) | (3,537) | (6,736) | (10,764) |
Vested and issued (in shares) | (190,254) | (211,498) | (161,674) |
Nonvested number at end of year (in shares) | 386,025 | 407,296 | 435,272 |
Major Customer (Details)
Major Customer (Details) - Operating Revenues [Member] - Sprint Nextel [Member] - customer | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Number of major customers | 1 | ||
Concentration risk | 69.00% | 56.00% | 58.00% |
Shareholder Rights Plan (Detail
Shareholder Rights Plan (Details) - right / shares | 12 Months Ended | |
Dec. 31, 2016 | Feb. 08, 2008 | |
Stockholders' Equity Note [Abstract] | ||
Number of rights granted per share owned (rights per share) | 1 | |
Beneficial ownership that triggers the shareholder rights, minimum | 15.00% | |
Time period for independent directors to review the shareholders' rights plan | 3 years |
Lease Commitments - Narrative (
Lease Commitments - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)renewal_term | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Operating Leased Assets [Line Items] | |||
Rent expense | $ 43.8 | $ 16.9 | $ 16.1 |
Rent income | $ 7.2 | $ 6.3 | $ 6 |
Towers [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of renewals | renewal_term | 4 | ||
Term of renewals | 5 years | ||
Towers [Member] | Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Terms of leases | 5 years | ||
Towers [Member] | Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Terms of leases | 10 years | ||
Other [Member] | Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Terms of leases | 5 years | ||
Other [Member] | Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Terms of leases | 20 years |
Lease Commitments - Future Mini
Lease Commitments - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 49,006 |
2,018 | 48,557 |
2,019 | 47,777 |
2,020 | 46,908 |
2,021 | 46,700 |
2022 and beyond | 241,840 |
Total future lease payments | $ 480,788 |
Lease Commitments - Future Mi82
Lease Commitments - Future Minimum Payments Receivable (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2,017 | $ 6,044 |
2,018 | 5,724 |
2,019 | 5,435 |
2,020 | 4,753 |
2,021 | 2,708 |
2022 and beyond | 3,011 |
Total minimum rental receipts | $ 27,675 |
Derivative Instruments and He83
Derivative Instruments and Hedging Activities - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($) | May 31, 2016USD ($)counterparty | Dec. 31, 2015USD ($) | Sep. 30, 2012USD ($) | |
Interest Expense [Member] | ||||
Derivative [Line Items] | ||||
Amount reclassified as an increase to interest expense during next twelve months | $ 900,000 | |||
Interest Rate Swap, September 2012 [Member] | Not Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Amount of notional principal interest rate swap | $ 174,600,000 | |||
Notional amount of interest rate swaps | 135,300,000 | $ 152,800,000 | ||
Interest Rate Swap, May 2016 [Member] | Not Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Amount of notional principal interest rate swap | $ 256,600,000 | |||
Number of counterparties | counterparty | 3 | |||
Notional amount of interest rate swaps | $ 301,100,000 | |||
Percentage hedged | 50.00% |
Derivative Instruments and He84
Derivative Instruments and Hedging Activities - Schedule of Derivative Financial Instruments as well as its Classification on the Consolidated Balance Sheet (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | ||
Total derivatives designated as hedging instruments | $ 11,223 | $ 688 |
Accrued Liabilities [Member] | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | ||
Derivative liabilities, fair value | (895) | (682) |
Deferred charges and other assets, net [Member] | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | ||
Derivative assets, fair value | $ 12,118 | $ 1,370 |
Derivative Instruments and He85
Derivative Instruments and Hedging Activities - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
AOCI Attributable to Parent, Before Tax [Roll Forward] | |
Balance as of December 31, 2015 | $ 688 |
Balance as of December 31, 2016 | 11,223 |
AOCI Attributable to Parent, Tax [Roll Forward] | |
Balance as of December 31, 2015 | (273) |
Balance as of December 31, 2016 | (4,435) |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance as of December 31, 2015 | 415 |
Balance as of December 31, 2016 | 6,788 |
Gains on Cash Flow Hedges [Member] | |
AOCI Attributable to Parent, Before Tax [Roll Forward] | |
Other comprehensive income before reclassifications | 8,370 |
Amounts reclassified from accumulated other comprehensive income (to interest expense) | 2,165 |
Net current period other comprehensive income (loss) | 10,535 |
AOCI Attributable to Parent, Tax [Roll Forward] | |
Other comprehensive income before reclassifications | (3,306) |
Amounts reclassified from accumulated other comprehensive income (to interest expense) | (856) |
Net current period other comprehensive income (loss) | (4,162) |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Other comprehensive income before reclassifications | 5,064 |
Amounts reclassified from accumulated other comprehensive income (to interest expense) | 1,309 |
Net current period other comprehensive income (loss) | $ 6,373 |
Acquisition of NTELOS Holding86
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint - Narrative (Details) | May 06, 2016USD ($)installmentshares | May 05, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||
Borrowing amount | $ 847,875,000 | $ 847,875,000 | $ 847,875,000 | $ 201,250,000 | |||||
Repayment of borrowing amount | 213,793,000 | 23,000,000 | $ 5,750,000 | ||||||
Integration and acquisition expenses | 42,232,000 | $ 3,546,000 | $ 0 | ||||||
Term Loan [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Repayment of borrowing amount | $ 195,500,000 | ||||||||
Customer Based Contract Rights [Member] | Nonmonentary Exchange of Intangibles [Member] | Sprint [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Nonmonetary transaction amount | 206,700,000 | ||||||||
Additional Customer Based Contract Rights [Member] | Nonmonentary Exchange of Intangibles [Member] | Sprint [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Nonmonetary transaction amount | $ 120,900,000 | ||||||||
Gain on nonmonetary transfer, period of recognition | 6 years | ||||||||
Spectrum Licenses [Member] | Nonmonentary Exchange of Intangibles [Member] | Sprint [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Nonmonetary transaction amount | $ 198,200,000 | ||||||||
Affiliate Contract Agreement [Member] | Nonmonentary Exchange of Intangibles [Member] | Sprint [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Nonmonetary transaction amount | 284,100,000 | ||||||||
Ntelos Holding, Corp [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration | $ 667,800,000 | ||||||||
Adjustment to depreciation expense | $ 4,600,000 | ||||||||
Extension in term of affiliate relationship agreement with sprint | 5 years | ||||||||
Limit of waived fee under affiliate agreement | $ 251,800,000 | ||||||||
Period for additional waiver of management fee | 6 months | ||||||||
Letters of credit | $ 2,200,000 | ||||||||
Percentage of amount to cover each disbursement and performance default penalty of total eligible awards | 10.00% | ||||||||
Business acquisition, number of shares issued (in shares) | shares | 380,000 | ||||||||
Number of installment | installment | 5 | ||||||||
Number of pending installment | installment | 4 | ||||||||
Remaining period for payment of shares acquired value | 4 years | ||||||||
Business acquisition, shares issued value | $ 10,400,000 | ||||||||
Integration and acquisition expenses | 90,000,000 | ||||||||
Debt issuance cost | 23,000,000 | ||||||||
Severance costs | 54,700,000 | ||||||||
Ntelos Holding, Corp [Member] | Cost of Sales [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Severance costs | 1,300,000 | ||||||||
Ntelos Holding, Corp [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Severance costs | $ 11,100,000 | ||||||||
Ntelos Holding, Corp [Member] | Term Loan [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Borrowing amount | $ 810,000,000 | ||||||||
Average effective interest rate | 3.84% | ||||||||
Repayment of borrowing amount | $ 521,600,000 | ||||||||
Ntelos Holding, Corp [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Before amendment right or obligation to sell business | 80.00% | ||||||||
Ntelos Holding, Corp [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
After amendment right or obligation to sell business | 90.00% | ||||||||
Management fee charge by Sprint | $ 4,200,000 | ||||||||
Additional waiver of management fee | $ 5,000,000 | ||||||||
Winning bid eligible to receive, amount | $ 5,000,000 | ||||||||
Ntelos Holding, Corp [Member] | Customer Based Contract Rights [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles, revision, increase (decrease) | $ (24,500,000) | $ 8,546,000 | |||||||
Amortization expense, revision, increase (decrease) | (500,000) | ||||||||
Ntelos Holding, Corp [Member] | Additional Customer Based Contract Rights [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles, revision, increase (decrease) | 7,100,000 | ||||||||
Amortization expense, revision, increase (decrease) | 400,000 | $ 300,000 | |||||||
Ntelos Holding, Corp [Member] | Additional Customer Based Contract Rights [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Affiliate contract agreement | 4 years | ||||||||
Ntelos Holding, Corp [Member] | Additional Customer Based Contract Rights [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Affiliate contract agreement | 10 years | ||||||||
Ntelos Holding, Corp [Member] | Affiliate Contract Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangibles, revision, increase (decrease) | 3,700,000 | $ 29,700,000 | |||||||
Affiliate contract agreement | 14 years | 14 years | |||||||
Amortization expense, revision, increase (decrease) | $ 100,000 | $ 400,000 |
Acquisition of NTELOS Holding87
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint - Schedule of Preliminary Purchase Price Allocation and Revisions Recorded (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | May 06, 2016 | Dec. 31, 2015 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 145,256 | $ 10 | ||
Ntelos Holding, Corp [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Accounts receivable | 45,688 | $ 48,476 | ||
Inventory | 4,572 | 3,810 | ||
Restricted cash | 2,167 | 2,167 | ||
Investments | 1,501 | 1,501 | ||
Prepaid expenses and other assets | 14,835 | 14,835 | ||
Building held for sale | 4,950 | 4,950 | ||
Property, plant and equipment | 228,276 | 223,900 | ||
Goodwill | 145,142 | 151,627 | ||
Other long term assets | 10,843 | 10,288 | ||
Total assets acquired | 879,949 | 868,954 | ||
Accounts payable | 8,543 | 8,648 | ||
Advanced billings and customer deposits | 12,477 | 12,477 | ||
Accrued expenses | 24,885 | 25,230 | ||
Capital lease liability | 418 | 418 | ||
Deferred tax liabilities | 126,589 | 124,964 | ||
Retirement benefits | 19,198 | 19,461 | ||
Other long-term liabilities | 20,085 | 14,056 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Noncurrent Liabilities, Other | 6,029 | |||
Total liabilities assumed | 212,195 | 205,254 | ||
Net assets acquired | 667,754 | 663,700 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Accounts receivable, revisions | (2,788) | |||
Inventory, revisions | 762 | |||
Property, plant and equipment, revisions | 4,376 | |||
Goodwill, revisions | (6,485) | |||
Other long term assets, revisions | 555 | |||
Total assets acquired, revisions | 10,995 | |||
Accounts payable, revisions | (105) | |||
Accrued expenses, revisions | (345) | |||
Deferred tax liabilities, revisions | 1,625 | |||
Retirement benefits, revisions | (263) | |||
Total liabilities assumed, revisions | 6,941 | |||
Net assets acquired, revisions | (4,054) | |||
Spectrum Licenses [Member] | Ntelos Holding, Corp [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Intangibles | 198,200 | 198,200 | ||
Customer Based Contract Rights [Member] | Ntelos Holding, Corp [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Intangibles | 206,746 | 198,200 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Intangibles, revisions | $ (24,500) | 8,546 | ||
Favorable lease intangible assets [Member] | Ntelos Holding, Corp [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||
Intangibles | 17,029 | $ 11,000 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Intangibles, revisions | $ 6,029 |
Acquisition of NTELOS Holding88
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint - Intangible Assets Resulting from Acquisition (Details) - Ntelos Holding, Corp [Member] - USD ($) $ in Thousands | May 06, 2016 | Sep. 30, 2016 |
Affiliate Contract Agreement [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Affiliate contract agreement | 14 years | 14 years |
Basis | $ 284,100 | |
Additional Customer Based Contract Rights [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Basis | $ 120,855 | |
Additional Customer Based Contract Rights [Member] | Minimum [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Affiliate contract agreement | 4 years | |
Additional Customer Based Contract Rights [Member] | Maximum [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Affiliate contract agreement | 10 years | |
Favorable leases - wireless [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Basis | $ 17,029 | |
Favorable leases - wireless [Member] | Minimum [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Affiliate contract agreement | 3 years | |
Favorable leases - wireless [Member] | Maximum [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [Abstract] | ||
Affiliate contract agreement | 19 years |
Acquisition of NTELOS Holding89
Acquisition of NTELOS Holdings Corp. and Exchange with Sprint - Unaudited Pro forma Results of the Company (Details) - Ntelos Holding, Corp [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Operating revenues | $ 646,769 | $ 678,475 |
Income before income taxes | $ 2,989 | $ 54,716 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016statesegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Non Sprint operations, number of states | state | 4 |
Segment Reporting - Selected Fi
Segment Reporting - Selected Financial Data for Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
External revenues | |||||||||||
Service revenues | $ 478,485 | $ 301,118 | $ 287,245 | ||||||||
Other revenues | 56,803 | 41,367 | 39,701 | ||||||||
Total external revenues | 535,288 | 342,485 | 326,946 | ||||||||
Internal revenues | 0 | 0 | 0 | ||||||||
Total operating revenues | $ 155,572 | $ 156,836 | $ 130,309 | $ 92,571 | $ 87,285 | $ 85,212 | $ 85,701 | $ 84,287 | 535,288 | 342,485 | 326,946 |
Operating expenses | |||||||||||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | 193,520 | 121,330 | 129,743 | ||||||||
Selling, general and administrative, exclusive of depreciation and amortization shown below | 133,325 | 72,821 | 69,370 | ||||||||
Integration and acquisition expenses | 42,232 | 3,546 | 0 | ||||||||
Depreciation and amortization | 143,685 | 70,702 | 65,890 | ||||||||
Total operating expenses | 512,762 | 268,399 | 265,003 | ||||||||
Operating income | $ 12,189 | $ (3,929) | $ (7,046) | $ 21,312 | $ 21,721 | $ 15,089 | $ 18,750 | $ 18,526 | 22,526 | 74,086 | 61,943 |
Operating Segments [Member] | Wireless [Member] | |||||||||||
External revenues | |||||||||||
Service revenues | 359,769 | 192,752 | 191,147 | ||||||||
Other revenues | 24,364 | 11,609 | 11,867 | ||||||||
Total external revenues | 384,133 | 204,361 | 203,014 | ||||||||
Internal revenues | 4,620 | 4,440 | 4,440 | ||||||||
Total operating revenues | 388,753 | 208,801 | 207,454 | ||||||||
Operating expenses | |||||||||||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | 133,113 | 63,570 | 73,290 | ||||||||
Selling, general and administrative, exclusive of depreciation and amortization shown below | 95,851 | 35,792 | 33,171 | ||||||||
Integration and acquisition expenses | 25,927 | 0 | |||||||||
Depreciation and amortization | 107,621 | 34,416 | 31,111 | ||||||||
Total operating expenses | 362,512 | 133,778 | 137,572 | ||||||||
Operating income | 26,241 | 75,023 | 69,882 | ||||||||
Operating Segments [Member] | Cable [Member] | |||||||||||
External revenues | |||||||||||
Service revenues | 99,070 | 88,980 | 77,179 | ||||||||
Other revenues | 7,927 | 7,793 | 7,224 | ||||||||
Total external revenues | 106,997 | 96,773 | 84,403 | ||||||||
Internal revenues | 1,737 | 849 | 150 | ||||||||
Total operating revenues | 108,734 | 97,622 | 84,553 | ||||||||
Operating expenses | |||||||||||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | 58,581 | 54,611 | 51,982 | ||||||||
Selling, general and administrative, exclusive of depreciation and amortization shown below | 19,248 | 19,412 | 19,521 | ||||||||
Integration and acquisition expenses | 0 | 0 | |||||||||
Depreciation and amortization | 23,908 | 23,097 | 23,148 | ||||||||
Total operating expenses | 101,737 | 97,120 | 94,651 | ||||||||
Operating income | 6,997 | 502 | (10,098) | ||||||||
Operating Segments [Member] | Wireline [Member] | |||||||||||
External revenues | |||||||||||
Service revenues | 19,646 | 19,386 | 18,919 | ||||||||
Other revenues | 24,512 | 21,965 | 20,610 | ||||||||
Total external revenues | 44,158 | 41,351 | 39,529 | ||||||||
Internal revenues | 30,816 | 26,069 | 23,506 | ||||||||
Total operating revenues | 74,974 | 67,420 | 63,035 | ||||||||
Operating expenses | |||||||||||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | 36,259 | 31,668 | 30,088 | ||||||||
Selling, general and administrative, exclusive of depreciation and amortization shown below | 6,474 | 6,612 | 6,009 | ||||||||
Integration and acquisition expenses | 0 | 0 | |||||||||
Depreciation and amortization | 11,717 | 12,736 | 11,224 | ||||||||
Total operating expenses | 54,450 | 51,016 | 47,321 | ||||||||
Operating income | 20,524 | 16,404 | 15,714 | ||||||||
Eliminations [Member] | |||||||||||
External revenues | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Other revenues | 0 | 0 | 0 | ||||||||
Total external revenues | 0 | 0 | 0 | ||||||||
Internal revenues | (37,173) | (31,358) | (28,096) | ||||||||
Total operating revenues | (37,173) | (31,358) | (28,096) | ||||||||
Operating expenses | |||||||||||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | (34,433) | (28,519) | (25,617) | ||||||||
Selling, general and administrative, exclusive of depreciation and amortization shown below | (2,740) | (2,839) | (2,479) | ||||||||
Integration and acquisition expenses | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating expenses | (37,173) | (31,358) | (28,096) | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Other [Member] | |||||||||||
External revenues | |||||||||||
Service revenues | 0 | 0 | 0 | ||||||||
Other revenues | 0 | 0 | 0 | ||||||||
Total external revenues | 0 | 0 | 0 | ||||||||
Internal revenues | 0 | 0 | 0 | ||||||||
Total operating revenues | 0 | 0 | 0 | ||||||||
Operating expenses | |||||||||||
Cost of goods and services, exclusive of depreciation and amortization shown separately below | 0 | 0 | 0 | ||||||||
Selling, general and administrative, exclusive of depreciation and amortization shown below | 14,492 | 13,844 | 13,148 | ||||||||
Integration and acquisition expenses | 16,305 | 3,546 | |||||||||
Depreciation and amortization | 439 | 453 | 407 | ||||||||
Total operating expenses | 31,236 | 17,843 | 13,555 | ||||||||
Operating income | $ (31,236) | $ (17,843) | $ (13,555) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of income from continuing operations from segments to consolidated [Abstract] | |||||||||||
Total consolidated operating income | $ 12,189 | $ (3,929) | $ (7,046) | $ 21,312 | $ 21,721 | $ 15,089 | $ 18,750 | $ 18,526 | $ 22,526 | $ 74,086 | $ 61,943 |
Interest expense | (25,102) | (7,355) | (8,148) | ||||||||
Non-operating income, net | 4,521 | 1,859 | 2,239 | ||||||||
Income before income taxes | $ 1,945 | $ 68,590 | $ 56,034 |
Segment Reporting - Assets by S
Segment Reporting - Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,484,407 | $ 627,151 |
Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 2,495,367 | 983,609 |
Operating Segments [Member] | Wireless [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,101,716 | 205,718 |
Operating Segments [Member] | Cable [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 218,471 | 209,132 |
Operating Segments [Member] | Wireline [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 115,282 | 105,369 |
Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,059,898 | 463,390 |
Eliminations [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ (1,010,960) | $ (356,458) |
Quarterly Results (unaudited)94
Quarterly Results (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenues | $ 155,572 | $ 156,836 | $ 130,309 | $ 92,571 | $ 87,285 | $ 85,212 | $ 85,701 | $ 84,287 | $ 535,288 | $ 342,485 | $ 326,946 |
Operating income (loss) | 12,189 | (3,929) | (7,046) | 21,312 | 21,721 | 15,089 | 18,750 | 18,526 | 22,526 | 74,086 | 61,943 |
Net income (loss) | $ (184) | $ (7,596) | $ (6,995) | $ 13,880 | $ 12,108 | $ 7,996 | $ 10,474 | $ 10,286 | $ (895) | $ 40,864 | $ 33,883 |
Basic income (loss) per share (in dollars per share) | $ 0 | $ (0.16) | $ (0.14) | $ 0.29 | $ 0.24 | $ 0.17 | $ 0.22 | $ 0.21 | $ (0.02) | $ 0.84 | $ 0.70 |
Diluted income (loss) per share (in dollars per share) | $ 0 | $ (0.16) | $ (0.14) | $ 0.28 | $ 0.24 | $ 0.17 | $ 0.21 | $ 0.21 | $ (0.02) | $ 0.83 | $ 0.70 |