Consolidated Communications Holdings
Consolidated Communications Holdings, Inc. (Form: 10-Q, Received: 11/06/2015 14:06:32)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM   10-Q

 

[ X ]      QUARTERLY REPORT PURSUANT TO SECTION   13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September  3 0 , 2015

 

or

 

[     ]      TRANSITION REPORT PURSUANT TO SECTION   13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-51446

 

RG_HI

 

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

 

 

02-0636095

 

 

(State or other jurisdiction

 

 

 

(IRS Employer

 

 

of incorporation or organization )

 

 

 

Identification No.)

 

 

 

 

 

 

 

 

 

121 South 17 th Street, Mattoon, Illinois

 

 

 

61938-3987

 

 

 

 

 

 

 

 

 

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

   (217) 235-3311    

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1)   has filed all reports required to be filed by Section   13 or 15(d)   of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)   has been subject to such filing requirements for the past 90 days.

 

Yes   X           No ____

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule   405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes   X            No ____

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule   12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   X       Accelerated filer    

 

Non-accelerated filer___ (Do not check if a smaller reporting company) Smaller reporting company ____

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule   12b-2 of the Exchange Act).

 

Yes                No   X            

 

On October 30, 2015 , the registrant had 50,509,148 shares of Common Stock outstanding.

 

 

 


 

Table of Contents

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

PART I. FINANCIAL INFORMATION  

 

 

 

 

 

 

Item 1.  

Financial Statements

 

1

 

 

 

 

Item 2.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

28

 

 

 

 

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

 

46

 

 

 

 

Item 4.  

Controls and Procedures

 

46

 

 

 

 

PART II. OTHER INFORMATION  

 

 

 

 

 

 

Item 1.  

Legal Proceedings

 

48

 

 

 

 

Item 6.  

Exhibits

 

50

 

 

 

 

SIGNATURES  

 

51

 

 

 

 


 

Table of Contents

PART I.  FINANCIAL INFORMATIO N

 

ITEM 1.  FINANCIAL STATEMENT S

 

CONSOLIDATED COMMUNICATIONS HOLDINGS,   INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; Amounts in thousands except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

September 30,

 

Nine Months Ended September 30,

 

 

    

2015

    

2014

    

2015

    

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

193,958

 

$

149,040

 

$

587,546

 

$

449,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and products (exclusive of depreciation and amortization)

 

 

83,209

 

 

56,435

 

 

249,477

 

 

167,653

 

Selling, general and administrative expenses

 

 

50,649

 

 

32,659

 

 

135,682

 

 

97,945

 

Acquisition and other transaction costs

 

 

395

 

 

729

 

 

1,055

 

 

1,995

 

Depreciation and amortization

 

 

46,057

 

 

34,968

 

 

133,264

 

 

106,515

 

Income from operations

 

 

13,648

 

 

24,249

 

 

68,068

 

 

75,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

(19,174)

 

 

(20,721)

 

 

(60,277)

 

 

(60,280)

 

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

(41,242)

 

 

 —

 

Investment income

 

 

10,601

 

 

8,315

 

 

26,046

 

 

25,964

 

Other, net

 

 

(110)

 

 

293

 

 

(207)

 

 

(862)

 

Income (loss) before income taxes

 

 

4,965

 

 

12,136

 

 

(7,612)

 

 

40,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

2,220

 

 

4,387

 

 

(2,258)

 

 

14,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

2,745

 

 

7,749

 

 

(5,354)

 

 

26,058

 

Less: net income attributable to noncontrolling interest

 

 

150

 

 

107

 

 

209

 

 

285

 

Net income (loss) attributable to common shareholders

 

$

2,595

 

$

7,642

 

$

(5,563)

 

$

25,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic and diluted common shares attributable to common shareholders

 

$

0.05

 

$

0.19

 

$

(0.11)

 

$

0.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.39

 

$

0.39

 

$

1.16

 

$

1.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

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CONSOLIDATED COMMUNICATIONS HOLDINGS,   INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended September 30,

 

Nine Months Ended September 30,

 

 

    

2015

    

2014

    

2015

    

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,745

 

$

7,749

 

$

(5,354)

 

$

26,058

 

Pension and post-retirement obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of actuarial losses (gains) and prior service credit to earnings, net of tax

 

 

401

 

 

(136)

 

 

1,267

 

 

(408)

 

Derivative instruments designated as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivatives, net of tax

 

 

(390)

 

 

 -

 

 

(1,192)

 

 

 -

 

Reclassification of realized loss to earnings, net of tax

 

 

185

 

 

290

 

 

676

 

 

1,001

 

Comprehensive income (loss)

 

 

2,941

 

 

7,903

 

 

(4,603)

 

 

26,651

 

Less: comprehensive income attributable to noncontrolling interest

 

 

150

 

 

107

 

 

209

 

 

285

 

Total comprehensive income (loss) attributable to common shareholders

 

$

2,791

 

$

7,796

 

$

(4,812)

 

$

26,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

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CONSOLIDATED COMMUNICATIONS HOLDINGS,   INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; Amounts in thousands except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

    

2015

    

2014

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,854

 

$

6,679

 

Accounts receivable, net of allowance for doubtful accounts

 

 

73,304

 

 

77,536

 

Income tax receivable

 

 

27,198

 

 

18,940

 

Deferred income taxes

 

 

13,216

 

 

13,374

 

Prepaid expenses and other current assets

 

 

17,528

 

 

17,616

 

Total current assets

 

 

155,100

 

 

134,145

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

1,113,890

 

 

1,137,478

 

Investments

 

 

106,183

 

 

115,376

 

Goodwill

 

 

764,630

 

 

764,630

 

Other intangible assets

 

 

46,909

 

 

56,322

 

Deferred debt issuance costs, net and other assets

 

 

16,373

 

 

19,313

 

Total assets

 

$

2,203,085

 

$

2,227,264

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

13,903

 

$

15,277

 

Advance billings and customer deposits

 

 

31,407

 

 

31,933

 

Dividends payable

 

 

19,566

 

 

19,510

 

Accrued compensation

 

 

22,865

 

 

32,581

 

Accrued interest

 

 

17,330

 

 

6,784

 

Accrued expense

 

 

39,469

 

 

39,698

 

Current portion of long-term debt and capital lease obligations

 

 

10,120

 

 

9,849

 

Current portion of derivative liability

 

 

362

 

 

443

 

Total current liabilities

 

 

155,022

 

 

156,075

 

 

 

 

 

 

 

 

 

Long-term debt and capital lease obligations

 

 

1,406,297

 

 

1,356,753

 

Deferred income taxes

 

 

251,217

 

 

246,665

 

Pension and other postretirement obligations

 

 

104,247

 

 

122,363

 

Other long-term liabilities

 

 

16,070

 

 

14,579

 

Total liabilities

 

 

1,932,853

 

 

1,896,435

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock, par value $0.01 per share; 100,000,000 shares authorized, 50,509,148 and 50,364,579 shares outstanding as of September 30, 2015 and December 31, 2014, respectively

 

 

505

 

 

504

 

Additional paid-in capital

 

 

295,581

 

 

357,139

 

Retained earnings

 

 

 —

 

 

 —

 

Accumulated other comprehensive loss, net

 

 

(30,889)

 

 

(31,640)

 

Noncontrolling interest

 

 

5,035

 

 

4,826

 

Total shareholders’ equity

 

 

270,232

 

 

330,829

 

Total liabilities and shareholders’ equity

 

$

2,203,085

    

$

2,227,264

 

 

 

 

 

 

 

See accompanying notes.

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CONSOLIDATED COMMUNICATIONS HOLDINGS,   INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

    

2015

    

2014

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

167,637

 

$

133,364

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property, plant and equipment, net

 

 

(100,119)

 

 

(76,038)

 

Proceeds from sale of assets

 

 

118

 

 

1,563

 

Proceeds from sale of investments

 

 

846

 

 

 —

 

Restricted cash related to acquisition

 

 

 —

 

 

(149,917)

 

Net cash used in investing activities

 

 

(99,155)

 

 

(224,392)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from bond offering

 

 

294,780

 

 

200,000

 

Restricted cash on bond offering

 

 

 —

 

 

(54,886)

 

Proceeds from issuance of long-term debt

 

 

61,000

 

 

28,000

 

Payment of capital lease obligation

 

 

(658)

 

 

(481)

 

Payment on long-term debt

 

 

(80,825)

 

 

(32,825)

 

Redemption of senior notes

 

 

(261,874)

 

 

 —

 

Payment of financing costs

 

 

(4,805)

 

 

(2,707)

 

Share repurchases for minimum tax withholding

 

 

(282)

 

 

 —

 

Dividends on common stock

 

 

(58,643)

 

 

(46,734)

 

Net cash (used in) provided by financing activities

 

 

(51,307)

 

 

90,367

 

Increase (decrease) in cash and cash equivalents

 

 

17,175

 

 

(661)

 

Cash and cash equivalents at beginning of period

 

 

6,679

 

 

5,551

 

Cash and cash equivalents at end of period

 

$

23,854

 

$

4,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

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CONSOLIDATED COMMUNICATIONS HOLDINGS,   INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business and Basis of Accounting

 

Consolidated Communications Holdings, Inc. (the “Company”, “we” or “our”) is a holding company with operating subsidiaries (collectively “Consolidated”) that provide integrated communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. 

 

We operate as both an Incumbent Local Exchange Carrier (“ILEC”) and a Competitive Local Exchange Carrier (“CLEC”), dependent upon the territory served.  We provide a wide range of services and products that include local and long-distance service, high-speed broadband Internet access, video services, Voice over Internet Protocol (“VoIP”), private line services, carrier grade access services, network capacity services over our regional fiber optic networks, cloud services, data center and managed services, directory publishing and equipment sales.  As of September 30, 2015, we had approximately 488 thousand voice connections, 452 thousand data connections and 1 20 thousand video connections.

 

In the opinion of management, the accompanying condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss) and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States (“US GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.  Management believes that the disclosures made are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year.  The information presented in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes to the financial statements (“Notes”) thereto included in our 2014 Annual Report on Form 10-K filed with the SEC.

 

Recent Business Developments

 

Enventis Merger

 

On October 16, 2014, we completed our acquisition of Enventis Corporation, a Minnesota corporation (“Enventis”), in which we acquired all the issued and outstanding shares of Enventis in exchange for shares of our common stock. The financial results for Enventis have been included in our condensed consolidated financial statements as of the acquisition date.  See Note 2 for a more complete discussion of the transaction.

 

Issuance of Additional Senior Notes

 

On June 8, 2015, we issued an additional $300.0 million in aggregate principal amount of 6.50% Senior Notes due 2022 (the “New Notes”).  The New Notes were issued as additional notes under the same indenture pursuant to which our $200.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “Existing Notes” and together with the New Notes, the “2022 Notes”) were previously issued on September 18, 2014.  The New Notes were priced at 98.26% of par and resulted in total gross proceeds of approximately $294.8 million, excluding accrued interest.  The net proceeds from the issuance of the New Notes were used, in part, to redeem the remaining $227.2 million of the original aggregate principal amount of the 10.875% Senior Notes due 2020 (the “2020 Notes”), to pay related fees and expenses and to reduce the amount outstanding on our revolving credit facility.  In connection with the redemption of the 2020 Notes, we paid $261.9 million and recognized a loss on the extinguishment of debt of $41.2 million during the nine months ended September 30, 2015.  See Note 6 for a more complete discussion of the transaction.

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During the quarter ended September 30, 2015, we completed an exchange offer to register all of the 2022 Notes under the Securities Act of 1933, as amended (the “Securities Act”).  The terms of the registered 2022 Notes are substantially identical to the 2022 Notes prior to the exchange, except that the notes are now registered under the Securities Act and the transfer restrictions and registration rights applicable to the 2022 Notes no longer apply to the registered 2022 Notes.  The exchange offer did not impact the aggregate principal amount or the remaining terms of the 2022 Notes outstanding.

 

Early Retirement Program

 

As part of the Company’s continued integration efforts, an early retirement program was initiated during the quarter ended September 30, 2015 to a group of select employees who were 55 years of age or older and who have provided 15 or more years of service.  The employees were primarily in non-customer facing positions or positions in which the Company believed the retiree’s workload could be absorbed internally as part of the Company’s continuing cost saving initiatives.  The early retirement package was accepted by approximately 60 employees and, as a result, one-time severance costs of $7.2 million were incurred during the quarter ended September 30, 2015.  The Company expects approximately $4.8 million in future annual savings as a result of the early retirement program. 

 

Recent Accounting Pronouncements

 

In September 2015, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update No. 2015-16 (“ASU 2015-16”), Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires that the acquiring company in a business combination recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined and record in the reporting period in which the adjustments are determined the effect on earnings of changes in depreciation, amortization and other items resulting from the change to the provisional amounts. ASU 2015-16 is effective for annual and interim periods beginning after December 15, 2015 and should be applied prospectively with early adoption permitted. The adoption of ASU 2015-16 is not expected to have a material impact on our condensed consolidated financial statements and related disclosures.

 

In April 2015, FASB issued the Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that liability, consistent with debt discounts. Amendments in this update are effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. Upon adoption of this guidance, that financial statement classification of debt issuance costs will change from assets to liabilities on our condensed consolidated balance sheet.

 

In August 2014, FASB issued the Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . ASU 2014-15 requires management to evaluate for each annual and interim reporting period whether conditions or events give rise to substantial doubt that an entity has the ability to continue as a going concern within one year following issuance of the financial statements and requires specific disclosures regarding the conditions or events leading to substantial doubt. The new guidance is effective for annual and interim periods ending after December 15, 2016, with early adoption permitted.  The adoption of ASU 2014-15 is not expected to have a material impact on our financial position or results of operations.

 

In May 2014, FASB issued the Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 provides new, globally applicable converged guidance concerning recognition and measurement of revenue. As a result, significant additional disclosures are required about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, FASB issued the Accounting Standards Update No. 2015-14 (“ASU 2015-14”), Deferral of the Effective Date . ASU 2015-14 defers the effective date of ASU 2014-09 for all entities by one year. Accordingly, the new guidance in ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2017.  Companies are allowed to transition using either the modified retrospective or full retrospective adoption method. If full retrospective adoption is chosen, three years of financial information must be presented in accordance with the new standard.  We are currently evaluating the alternative methods of adoption and the effect on our condensed consolidated financial statements and related disclosures.

 

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2.  ACQUISITION

 

On October 16, 2014, we completed our merger with Enventis and acquired all the issued and outstanding shares of Enventis in exchange for shares of our common stock.  As a result, Enventis became a wholly-owned subsidiary of the Company.  Enventis is an advanced communications provider, which services business and residential customers primarily in the upper Midwest.  The Enventis fiber network spans more than 4,200 route miles across Minnesota and into Iowa, North Dakota, South Dakota and Wisconsin.  The acquisition reflects our strategy to diversify revenue and cash flows amongst multiple products and to expand our network to new markets.

 

At the effective time of the merger, each share of common stock, no par value, of Enventis owned immediately prior to the effective time of the merger converted into and became the right to receive 0.7402 shares of our common stock, par value of $0.01 per share, plus cash in lieu of fractional shares, as set forth in the merger agreement.  Based on the closing price of our common stock of $25.40 per share on the date preceding the merger, the total value of the purchase consideration exchanged was $257.7 million, excluding the repayment of Enventis’ outstanding debt of $149.9 million.  On the date of the merger, we issued an aggregate total of 10.1 million shares of our common stock to the former Enventis shareholders.  The results of operations of Enventis have been reported in our condensed consolidated financial statements as of the effective date of the acquisition.

 

The acquisition was accounted for in accordance with the acquisition method of accounting for business combinations.  The tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition.  The valuation of the net assets acquired was finalized during the quarter ended September 30, 2015.

 

The final estimated fair value of the tangible and intangible assets acquired and liabilities assumed are as follows:

 

 

 

 

 

 

 

    

(In thousands)

 

Cash and cash equivalents

 

$

10,382

 

Accounts receivable

 

 

37,399

 

Other current assets

 

 

15,961

 

Property, plant and equipment

 

 

284,709

 

Intangible assets

 

 

26,600

 

Other long-term assets

 

 

3,162

 

Total assets acquired

 

 

378,213

 

 

 

 

 

 

Current liabilities

 

 

40,552

 

Pension and other post-retirement obligations

 

 

13,852

 

Deferred income taxes

 

 

74,628

 

Other long-term liabilities

 

 

2,766

 

Total liabilities assumed

 

 

131,798

 

Net fair value of assets acquired

 

 

246,415

 

Goodwill

 

 

161,184

 

Total consideration transferred

 

$

407,599

 

 

Goodwill recognized from the acquisition primarily relates to the expected contributions of the entity to our overall corporate strategy in addition to synergies and acquired workforce.  Goodwill is not deductible for income tax purposes.

 

The identifiable intangible assets acquired include customer relationships of $19.6 million, tradenames of $1.4 million and non-compete agreements of $5.6 million. The identifiable intangible assets are amortized using the straight-line method over their estimated useful lives, which is five to nine years for customer relationships, depending on the nature of the customer, five years for non-compete agreements and two years for tradenames.

 

During the nine months ended September 30, 2015, we made certain adjustments to the fair value of the assets acquired and liabilities assumed which resulted in an increase in property, plant and equipment of $2.1 million, intangible assets of $6.0 million, pension and other post-retirement obligations of $6.3 million and deferred income taxes of $0.6 million. The

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net impact of the adjustments increased net assets acquired and reduced goodwill by $1.2 million.  These adjustments have been retrospectively applied on the balance sheet as of the acquisition date.  There was no material impact to amounts previously reported in the statement of operations as a result of these adjustments. During the quarter ended September 30, 2015, no significant adjustments were recorded to the preliminary valuation of the net assets acquired.

 

In connection with the opening balance sheet adjustment for the pension and other post-retirement obligations discussed above, we determined certain changes to the plan should be recognized as a post-acquisition event. As a result, the valuation of the post-retirement obligation was revised to appropriately reflect the changes in the plan provisions as a result of the acquisition.  These changes resulted in a decrease to the pension and other post-retirement obligations liability of $6.3 million, an increase in deferred taxes of $2.4 million and a decrease in accumulated other comprehensive loss of $3.9 million, which have been reflected in the condensed consolidated balance sheet as of December 31, 2014.  The impact of the change to the results of operations was not material.

 

Unaudited Pro Forma Results

 

The following unaudited pro forma information presents our results of operations as if the acquisition of Enventis occurred on January 1, 2013.  The adjustments to arrive at the pro forma information below included: additional depreciation and amortization expense for the fair value increases to property, plant and equipment and intangible assets acquired; an increase in interest expense to reflect the additional debt entered into to finance a portion of the acquisition; and the exclusion of certain acquisition related costs.  Shares used to calculate the basic and diluted earnings per share were adjusted to reflect the additional shares of common stock issued to fund a portion of the acquisition price.

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Nine Months Ended

 

(Unaudited; in thousands, except per share amounts)

 

September 30, 2014

 

September 30, 2014

 

Operating revenues

 

$

203,450

 

$

598,097

 

Income from operations

 

$

25,505

 

$

78,800

 

Net income

 

$

7,831

 

$

24,624

 

Less: net income attributable to noncontrolling interest

 

 

107

 

 

285

 

Net income attributable to common stockholders

 

$

7,724

 

$

24,339

 

 

 

 

 

 

 

 

 

Net income per common share-basic and diluted

 

$

0.15

 

$

0.49

 

 

The pro forma information does not purport to present the actual results that would have resulted if the acquisition had in fact occurred at the beginning of the fiscal periods presented, nor does the information project results for any future period.  The pro forma information does not include the impact of any future cost savings or synergies that may be achieved as a result of the acquisition .

 

3.    EARNINGS (LOSS) PER SHARE

 

Basic and diluted earnings (loss) per share (“EPS”) are computed using the two-class method, which is an earnings allocation that determines EPS for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. The Company’s restricted stock awards are considered participating securities because holders are entitled to receive non-forfeitable dividends during the vesting term. Diluted EPS includes securities that could potentially dilute basic EPS during a reporting period.  Dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive.

 

The potentially dilutive impact of the Company’s restricted stock awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation.

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The computation of basic and diluted EPS attributable to common shareholders computed using the two ‑class method is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(In thousands, except per share amounts)

    

2015

    

2014

    

2015

    

2014

 

Net income (loss)

 

$

2,745

 

$

7,749

 

$

(5,354)

 

$

26,058

 

Less: net income attributable to noncontrolling interest

 

 

150

 

 

107

 

 

209

 

 

285

 

Income (loss)  attributable to common shareholders before allocation of earnings to participating securities

 

 

2,595

 

 

7,642

 

 

(5,563)

 

 

25,773

 

Less: earnings allocated to participating securities

 

 

119

 

 

153

 

 

 -

 

 

459

 

Net income (loss) attributable to common shareholders

 

$

2,476

 

$

7,489

 

$

(5,563)

 

$

25,314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding

 

 

50,174

 

 

39,877

 

 

50,166

 

 

39,877

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic and diluted common share attributable to common shareholders

 

$

0.05

 

$

0.19

 

$

(0.11)

 

$

0.63

 

 

Diluted earnings (loss) per common share attributable to common shareholders for the quarter and nine months ended September 30, 2015 both exclude   0.3 million potential common shares that could be issued under our share-based compensation plan because the inclusion of the potential common shares would have an antidilutive effect. For each of the quarter and nine months ended September 30, 2014, diluted earnings per common share attributable to common shareholders excluded   0.4 million potential common shares .

 

4.    INVESTMENTS

 

Our investments are as follows:

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

(In thousands)

    

2015

    

2014

 

Cash surrender value of life insurance policies

 

$

2,044

 

$

2,039

 

Cost method investments:

 

 

 

 

 

 

 

GTE Mobilnet of South Texas Limited Partnership (2.34% interest)

 

 

21,450

 

 

21,450

 

Pittsburgh SMSA Limited Partnership (3.60% interest)

 

 

22,950

 

 

22,950

 

CoBank, ACB Stock

 

 

7,971

 

 

7,645

 

Other

 

 

200

 

 

200

 

Equity method investments:

 

 

 

 

 

 

 

GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest)

 

 

19,381

 

 

27,990

 

Pennsylvania RSA 6(I) Limited Partnership (16.67% interest)

 

 

6,181

 

 

7,451

 

Pennsylvania RSA 6(II) Limited Partnership (23.67% interest)

 

 

26,006

 

 

23,894

 

CVIN, LLC

 

 

 -

 

 

1,757

 

Totals

 

$

106,183

 

$

115,376

 

 

Cost Method

 

We own 2.34% of GTE Mobilnet of South Texas Limited Partnership (the “Mobilnet South Partnership”).  The principal activity of the Mobilnet South Partnership is providing cellular service in the Houston, Galveston and Beaumont, Texas metropolitan areas.  We also own 3.60% of Pittsburgh SMSA Limited Partnership (“Pittsburgh SMSA”), which provides cellular service in and around the Pittsburgh metropolitan area.  Because of our limited influence over these partnerships, we use the cost method to account for both of these investments.  It is not practicable to estimate the fair value of these investments.  We did not evaluate any of the investments for impairment during the quarters or nine months ended September 30, 2015 or 2014 as no factors indicating impairment existed.  For the quarters ended September 30, 2015 and 2014, we received cash distributions from these partnerships totaling $5.0 million and $3.8 million, respectively. For the

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nine months ended September 30, 2015 and 2014, we received cash distributions from these partnerships totaling $9.8 million and $11.1 million, respectively.

 

CoBank, ACB (“CoBank”) is a cooperative bank owned by its customers.  On an annual basis, CoBank distributes patronage in the form of cash and stock in the cooperative based on the Company’s outstanding loan balance with CoBank, which has traditionally been a significant lender in the Company’s credit facility.  The investment in CoBank represents the accumulation of the equity patronage paid by CoBank to the Company.

 

Equity Method

 

We own 20.51% of GTE Mobilnet of Texas RSA #17 Limited Partnership (“RSA #17”), 16.67% of Pennsylvania RSA 6(I) Limited Partnership (“RSA 6(I)”) and 23.67% of Pennsylvania RSA 6(II) Limited Partnership (“RSA 6(II)”).  RSA #17 provides cellular service to a limited rural area in Texas.  RSA 6(I) and RSA 6(II) provide cellular service in and around our Pennsylvania service territory.  Because we have significant influence over the operating and financial policies of these three entities, we account for the investments using the equity method.  For the quarters ended September 30, 2015 and 2014, we received cash distributions from these partnerships totaling $15.0 million and $3.8 million, respectively. For the nine months ended September 30, 2015 and 2014, we received cash distributions from these partnerships totaling $24.3 million and $14.2 million, respectively.

 

During the quarter ended June 30, 2015, we sold our 6.96% interest in Central Valley Independent Network, LLC (“CVIN”), a joint enterprise comprised of affiliates of several independent telephone companies located in central and northern California. CVIN provides network services and oversees a broadband infrastructure project designed to expand and improve the availability of network services to counties in central California.  As a result of the sale, we recognized an other-than-temporary impairment loss of $0.8 million during the nine months ended September 30, 2015 to reduce the investment to its estimated fair value.  The impairment charge is included in investment income within other income (expense) in the condensed consolidated statements of operations .  We did not receive any distributions from this partnership during the quarters or nine months ended September 30, 2015 and 2014. 

 

The combined unaudited results of operations and financial position of our three equity investments in the cellular limited partnerships are summarized below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(In thousands)

    

2015

    

2014

    

2015

    

2014

 

Total revenues

 

$

86,885

 

$

85,511

 

$

259,901

 

$

249,556

 

Income from operations

 

 

27,322

 

 

24,233

 

 

81,127

 

 

73,539

 

Net income before taxes

 

 

26,991

 

 

24,271

 

 

80,606

 

 

73,633

 

Net income

 

 

26,991

 

 

24,271

 

 

80,606

 

 

73,633

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

(In thousands)

    

2015

    

2014

 

Current assets

 

$

65,765

 

$

52,866

 

Non-current assets

 

 

95,784

 

 

93,771

 

Current liabilities

 

 

21,060

 

 

16,253

 

Non-current liabilities

 

 

52,527

 

 

3,225

 

Partnership equity

 

 

87,962

 

 

127,159

 

 

 

5.     FAIR VALUE MEASUREMENTS

 

Our derivative instruments related to interest rate swap agreements are required to be measured at fair value on a recurring basis.  The fair values of the interest rate swaps are determined using valuation models which rely on the expected London Interbank Offered Rate (“LIBOR”) based yield curve and estimates of counterparty and Consolidated’s non-performance risk as the most significant inputs.  Because each of these inputs are directly observable or can be corroborated by observable market data, we have categorized these interest rate swaps as Level 2 within the fair value hierarchy. See Note 7 for further discussion regarding our interest rate swap agreements.

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Our interest rate swap liabilities measured at fair value on a recurring basis and subject to disclosure requirements as of September 30, 2015 and December 31, 2014 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2015

 

 

    

 

 

    

Quoted Prices

    

Significant

    

 

 

 

 

 

 

 

In Active

 

Other

 

Significant

 

 

 

 

 

 

Markets for

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

(In thousands)

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Current interest rate swap liabilities

 

$

(362)

 

$

 -

 

$

(362)

 

$

 -

 

Long-term interest rate swap liabilities

 

 

(1,508)

 

 

 -

 

 

(1,508)

 

 

 -

 

Total

 

$

(1,870)

 

$

 -

 

$

(1,870)

 

$

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014

 

 

    

 

 

    

Quoted Prices

    

Significant

    

 

 

 

 

 

 

 

In Active

 

Other

 

Significant

 

 

 

 

 

 

Markets for

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

(In thousands)

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Current interest rate swap liabilities

 

$

(443)

 

 

 —

 

$

(443)

 

 

 —

 

Long-term interest rate swap liabilities

 

 

(690)

 

 

 —

 

 

(690)

 

 

 —

 

Total

 

$

(1,133)

 

$

 —

 

$

(1,133)

 

$

 —

 

 

We have not elected the fair value option for any of our financial assets or liabilities.  The carrying value of other financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities or variable-rate nature of the respective balances.  The following table presents the other financial instruments that are not carried at fair value but which require fair value disclosure as of September 30, 2015 and December 31, 2014 .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2015

 

As of December 31, 2014

 

(In thousands)

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

  

Investments, equity basis

 

$

51,568

 

 

n/a

 

$

61,092

 

 

n/a

 

Investments, at cost

 

$

52,571

 

 

n/a

 

$

52,245

 

 

n/a

 

Long-term debt, excluding capital leases

 

$

1,411,546

 

$

1,362,547

 

$

1,362,049

 

$

1,381,972

 

 

Cost & Equity Method Investments

 

Our investments as of September 30, 2015 and December 31, 2014 accounted for under both the equity and cost methods consisted primarily of minority positions in various cellular telephone limited partnerships and our investment in CoBank.  It is impracticable to determine the fair value of these investments.

 

Long-term Debt

 

The fair value of our senior notes was based on quoted market prices, and the fair value of borrowings under our credit facility was determined using current market rates for similar types of borrowing arrangements.  We have categorized the long-term debt as Level 2 within the fair value hierarchy.

 

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6.     LONG-TERM DEBT

 

Long-term debt, presented net of unamortized discounts, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

(In thousands)

    

2015

    

2014

 

Senior secured credit facility:

 

 

 

 

 

 

 

Term 4 loan, net of discount of $3,494 and $3,948 as of September 30, 2015 and December 31, 2014, respectively

 

$

890,581

 

$

896,952

 

Revolving loan

 

 

26,000

 

 

39,000

 

10.875% Senior notes due 2020, net of discount of $1,121 as of December 31, 2014

 

 

 —

 

 

226,097

 

6.50% Senior notes due 2022, net of discount of $5,035 as of September 30, 2015

 

 

494,965

 

 

200,000

 

Capital leases

 

 

4,871

 

 

4,553

 

 

 

 

1,416,417

 

 

1,366,602

 

Less: current portion of long-term debt and capital leases

 

 

(10,120)

 

 

(9,849)

 

Total long-term debt

 

$

1,406,297

 

$

1,356,753

 

 

Credit Agreement

 

In December 2013, the Company, through certain of its wholly owned subsidiaries, entered into a Second Amended and Restated Credit Agreement with various financial institutions (the “Credit Agreement”) to replace the Company’s previously amended credit agreement.  The Credit Agreement consists of a $75.0 million revolving credit facility and initial term loans in the aggregate amount of $910.0 million (“Term 4”).  The Credit Agreement also includes an incremental term loan facility which provides the ability to request to borrow up to $300.0 million of incremental term loans subject to certain terms and conditions.  Borrowings under the senior secured credit facility are secured by substantially all of the assets of the Company and its subsidiaries, with the exception of Illinois Consolidated Telephone Company and our majority-owned subsidiary, East Texas Fiber Line Incorporated.

 

The Term 4 loan was issued in an original aggregate principal amount of $910.0 million with a maturity date of December 23, 2020.  The Term 4 loan contains an original issuance discount of $4.6 million, which is being amortized over the term of the loan.  The Term 4 loan requires quarterly principal payments of $2.3 million, which commenced March 31, 2014, and has an interest rate of LIBOR plus 3.25% subject to a 1.00% LIBOR floor.

 

Our revolving credit facility has a maturity date of December 23, 2018 and an applicable margin (at our election) of between 2.50% and 3.25% for LIBOR -based borrowings or between 1.50% and 2.25% for alternate base rate borrowings, depending on our leverage ratio.  Based on our leverage ratio as of September 30, 2015, the borrowing margin for the next three month period ending December 31, 2015 will be at a weighted-average margin of 3.00% f or a LIBOR-based loan or 2.00% for an alternate base rate loan.  The applicable borrowing margin for the revolving credit facility is adjusted quarterly to reflect the leverage ratio from the prior quarter-end.  As of September 30, 2015 and December 31, 2014, borrowings of $26.0 million and $39.0 million were outstanding under the revolving credit facility, respectively.  A stand-by letter of credit of $1.6 million, issued primarily in connection with the Company’s insurance coverage, was outstanding under our revolving credit facility as of September 30, 2015.  The stand-by letter of credit is renewable annually and reduces the borrowing availability under the revolving credit facility.  As of September 30, 2015, $47.4 million was available for borrowing under the revolving credit facility.

 

The weighted-average interest rate on outstanding borrowings under our credit facility was 4.22% and 4.20% as of September 30, 2015 and December 31, 2014, respectively.  Interest is payable at least quarterly .

 

Net proceeds from asset sales exceeding certain thresholds, to the extent not reinvested, are required to be used to repay loans outstanding under the Credit Agreement.

 

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Credit Agreement Covenant Compliance

 

The Credit Agreement contains various provisions and covenants, including, among other items, restrictions on the ability to pay dividends, incur additional indebtedness and issue capital stock.  We have agreed to maintain certain financial ratios, including interest coverage and total net leverage ratios, all as defined in the Credit Agreement.  As of September 30, 2015, we were in compliance with the Credit Agreement covenants .

 

In general, our Credit Agreement restricts our ability to pay dividends to the amount of our available cash as defined in our Credit Agreement.  As of September 30, 2015, and including the $19.6 million dividend declared in August 2015 and paid on November 2, 2015, we had $226.1 million in dividend availability under the credit facility covenant.

 

Under our Credit Agreement, if our total net leverage ratio, as defined in the Credit Agreement, as of the end of any fiscal quarter is greater than 5.10:1.00, we will be required to suspend dividends on our common stock unless otherwise permitted by an exception for dividends that may be paid from the portion of proceeds of any sale of equity not used to fund acquisitions or make other investments.  During any dividend suspension period, we will be required to repay debt in an amount equal to 50.0% of any increase in available cash, among other things.  In addition, we will not be permitted to pay dividends if an event of default under the Credit Agreement has occurred and is continuing.  Among other things, it will be an event of default if our total net leverage ratio and interest coverage ratio as of the end of any fiscal quarter is greater than 5.25:1.00 and less than 2.25:1.00, respectively.  As of September 30, 2015, our total net leverage ratio under the Credit Agreement was 4.24:1.00, and our interest coverage ratio was 3.99:1.00.

 

Senior Notes

 

6.50% Senior Notes due 2022

 

On June 8, 2015, we completed an offering of $300.0 million in aggregate principal amount of 6.50% Senior Notes due 2022.  The New Notes were priced at 98.26% of par with a yield to maturity of 6.80% and resulted in total gross proceeds of approximately $294.8 million, excluding accrued interest.  The discount and deferred debt issuance costs of $4.5 million incurred in connection with the issuance of the New Notes are being amortized using the effective interest method over the term of the notes.  The net proceeds from the issuance of the New Notes were used, in part, to redeem the remaining $227.2 million of our original $300.0 million aggregate principal amount of 10.875% Senior Notes due 2020, to pay related fees and expenses and to reduce the amount outstanding on the revolving credit facility.  In connection with the redemption of the 2020 Notes, we paid $261.9 million and recognized a loss on extinguishment of debt of $41.2 million during the nine months ended September 30, 2015.

 

The New Notes were issued as additional notes under the same indenture pursuant to which the $200.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “Existing Notes” and together with the New Notes, the “2022 Notes”) were previously issued on September 18, 2014.  The Existing Notes were priced at par, which resulted in total gross proceeds of $200.0 million.  The net proceeds from the issuance of the Existing Notes were used to finance the acquisition of Enventis, including related fees and expenses, and to repay the existing indebtedness of Enventis. A portion of the net proceeds, together with cash on hand and borrowings from the revolving credit facility, were also used to repurchase $72.8 million of the original aggregate principal amount of the 2020 Notes during the fourth quarter of 2014.

 

The 2022 Notes mature on October 1, 2022 and interest is payable semi-annually on April 1 and October 1 of each year. Consolidated Communications, Inc. (“CCI”) is the primary obligor under the 2022 Notes, and we and certain of our wholly ‑owned subsidiaries have fully and unconditionally guaranteed the 2022 Notes.  The 2022 Notes are senior unsecured obligations of the Company.

 

During the quarter ended September 30, 2015, we completed an exchange offer to register all of the 2022 Notes under the Securities Act.  The terms of the registered 2022 Notes are substantially identical to those of the 2022 Notes prior to the exchange, except that the 2022 Notes are now registered under the Securities Act and the transfer restrictions and registration rights previously applicable to the 2022 Notes no longer apply to the registered 2022 notes.  The exchange offer did not impact the aggregate principal amount or the remaining terms of the 2022 Notes outstanding.

 

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Senior Notes Covenant Compliance

 

Subject to certain exceptions and qualifications, the indenture governing the 2022 Notes contains customary covenants that, among other things, limits CCI’s and its restricted subsidiaries’ ability to: incur additional debt or issue certain preferred stock; pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; purchase or redeem any equity interests; make investments; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of its assets; engage in transactions with its affiliates; or enter into any sale and leaseback transactions.  The indenture also contains customary events of default.

 

Among other matters, the 2022 Notes indenture provides that CCI may not pay dividends or make other restricted payments, as defined in the indenture, if its total net leverage ratio is 4.75:1.00 or greater.  This ratio is calculated differently than the comparable ratio under the Credit Agreement; among other differences, it takes into account, on a pro forma basis, synergies expected to be achieved as a result of certain acquisitions not yet reflected in historical results.  As of September 30, 2015, this ratio was 4.33:1.00.  If this ratio is met, dividends and other restricted payments may be made from cumulative consolidated cash flow since April 1, 2012, less 1.75 times fixed charges, less dividends and other restricted payments made since May 30, 2012.  Dividends may be paid and other restricted payments may also be made from a “basket” of $50.0 million, none of which has been used to date, and pursuant to other exceptions identified in the indenture.  Since dividends of $233.5 million have been paid since May 30, 2012, including the quarterly dividend declared in August 2015 and paid on November 2, 2015, there was $325.4 million of the $558.9 million of cumulative consolidated cash flow since May 30, 2012 available to pay dividends as of September 30, 2015.  As of September 30, 2015, the Company was in compliance with all terms, conditions and covenants under the indenture governing the 2022 Notes.

 

Capital Leases

 

We lease certain facilities and equipment under various capital leases which expire between 2015 and 2021.  As of September 30, 2015, the present value of the minimum remaining lease commitments was approximately $4.9 million, of which $1.0 million was due and payable within the next twelve months. The leases require total remaining rental payments of $6.5 million as of September 30, 2015, of which $4.5 million will be paid to LATEL LLC, a related party entity.

 

  7.     DERIVATIVE FINANCIAL INSTRUMENTS

 

We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates. Our interest rate swap agreements effectively convert a portion of our floating-rate debt to a fixed ‑rate basis, thereby reducing the impact of interest rate changes on future cash interest payments.  Derivative financial instruments are recorded at fair value in our condensed consolidated balance sheets.  We may designate certain of our interest rate swaps as cash flow hedges of our expected future interest payments.  For derivative instruments designated as a cash flow hedge, the effective portion of the change in the fair value is recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) and is recognized as an adjustment to earnings over the period in which the hedged item impacts earnings. When an interest rate swap agreement terminates, any resulting gain or loss is recognized over the shorter of the remaining original term of the hedging instrument or the remaining life of the underlying debt obligation.  If a derivative instrument is de-designated, the remaining gain or loss in AOCI on the date of de-designation is amortized to earnings over the remaining term of the hedging instrument. For derivative financial instruments that are not designated as a hedge, including those that have been de-designated, changes in fair value are recognized on a current basis in earnings.  The ineffective portion of the change in fair value of any hedging derivative is recognized immediately in earnings.  Cash flows from hedging activities are classified under the same category as the cash flows from the hedged items in our condensed consolidated statements of cash flows.

 

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The following interest rate swaps were outstanding as of September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

    

Notional

    

 

    

 

 

 

(In thousands)

 

Amount

 

2015 Balance Sheet Location

 

Fair Value

 

Cash Flow Hedges:

 

 

 

 

 

 

 

 

 

Fixed to 1-month floating LIBOR (with floor)

 

$

150,000

 

Other long-term liabilities

 

$

(1,508)

 

 

 

 

 

 

 

 

 

 

 

De-designated Hedges:

 

 

 

 

 

 

 

 

 

Fixed to 1-month floating LIBOR

 

$

50,000

 

Current portion of derivative liability

 

 

(204)

 

Fixed to 1-month floating LIBOR (with floor)

 

$

50,000

 

Current portion of derivative liability

 

 

(158)

 

Total Fair Values

 

 

 

 

 

 

$

(1,870)

 

 

The following interest rate swaps were outstanding as of December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

    

Notional

    

 

    

 

 

 

(In thousands)

 

Amount

 

2014 Balance Sheet Location

 

Fair Value

 

Cash Flow Hedges:

 

 

 

 

 

 

 

 

 

Fixed to 1-month floating LIBOR (with floor)

 

$

100,000

 

Other long-term liabilities

 

$

(133)

 

 

 

 

 

 

 

 

 

 

 

De-designated Hedges:

 

 

 

 

 

 

 

 

 

Fixed to 1-month floating LIBOR

 

$

125,000

 

Other long-term liabilities

 

 

(410)

 

Fixed to 1-month floating LIBOR

 

$

50,000

 

Current portion of derivative liability

 

 

(443)

 

Fixed to 1-month floating LIBOR (with floor)

 

$

50,000

 

Other long-term liabilities

 

 

(147)

 

Total Fair Values

 

 

 

 

 

 

$

(1,133)

 

 

The counterparties to our various swaps are highly rated financial institutions. None of the swap agreements provide for either us or the counterparties to post collateral nor do the agreements include any covenants related to the financial condition of Consolidated or the counterparties.  The swaps of any counterparty that is a lender, as defined in our credit facility, are secured along with the other creditors under the credit facility.  Each of the swap agreements provides that, in the event of a bankruptcy filing by either Consolidated or the counterparty, any amounts owed between the two parties would be offset in order to determine the net amount due between parties.  This provision allows us to partially mitigate the risk of non ‑performance by a counterparty.

 

In 2013, interest rate swaps previously designated as cash flow hedges were de-designated as a result of amendments to our credit agreement.  The interest rate swap agreements mature on various dates through September 2016.  Prior to de-designation, the effective portion of the change in fair value of the interest rate swaps was recognized in AOCI.  The balance of the unrealized loss included in AOCI as of the date the swaps were de-designated is being amortized to earnings over the remaining term of the swap agreements.  Changes in fair value of the de-designated swaps are immediately recognized in earnings as interest expense.  During the quarter and nine-month periods ended September 30, 2015, a gain of $0.1 million and $0.6 million, respectively, was recognized as a reduction to interest expense for the change in fair value of the de-designated swaps.  During the quarter and nine-month periods ended September 30, 2014, a gain of $0.7 million and $1.2 million, respectively, was recognized as a reduction to interest expense for the change in fair value of the de-designated swaps.

 

As of September 30, 2015 and December 31, 2014, the pre-tax deferred losses related to our interest rate swap agreements included in AOCI were $1.6 million and $0.8 million, respectively.  The estimated amount of losses included in AOCI as of September 30, 2015 that will be recognized in earnings in the next twelve months is approximately $1.0 million.

 

Information regarding our cash flow hedge transactions is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(In thousands)

    

2015

    

2014

    

2015

    

2014

 

Loss recognized in AOCI, pretax

 

$

(631)

 

$

 —

 

$

(1,932)

 

$

 —

 

Deferred losses reclassified from AOCI to interest expense

 

$

(300)

 

$

(468)

 

$

(1,096)

 

$

(1,616)

 

 

15


 

Table of Contents

 

8.     EQUITY

 

Share-Based Compensation

 

On May 4, 2015, the shareholders approved an additional 1,000,000 shares of our common stock authorized for issuance under the Amended and Restated Consolidated Communications Holdings, Inc. 2005 Long-term Incentive Plan (the “Plan”).  Under the Plan , 2,650,000 shares of our common stock are authorized for issuance, provided that no more than 300,000 shares may be granted in the form of stock options or stock appreciation rights to any eligible employee or director in any calendar year .

 

The following table summarizes total compensation costs recognized for share-based payments during the quarters and nine-month periods ended September 30, 2015 and 2014 :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(In thousands)

    

2015

    

2014

    

2015

    

2014

 

Restricted stock

 

$

401

 

$

531

 

$

1,267

 

$

1,575

 

Performance shares

 

 

341

 

 

417

 

 

998

 

 

1,097

 

Total

 

$

742

 

$

948

 

$

2,265

 

$

2,672

 

 

Share-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations .

 

As of September 30, 2015, total unrecognized compensation costs related to non-vested Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”) was $4.4 million and will be recognized over a weighted-average period of approximately 1.1 years.

 

The following table summarizes the RSA and PSA activity for the nine-month period ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSAs

 

PSAs

 

 

    

 

    

Weighted

    

 

    

Weighted

 

 

 

 

 

Average Grant

 

 

 

Average Grant

 

 

 

Shares

 

Date Fair Value

 

Shares

 

Date Fair Value

 

Non-vested shares outstanding - January 1, 2015

 

141,565

 

$

18.78

 

82,409

 

$

18.94

 

Shares granted

 

83,571

 

$

21.08

 

77,786

 

$

19.74

 

Shares vested

 

(42,560)

 

$

20.90

 

(7,618)

 

$

18.45

 

Non-vested shares outstanding - September 30, 2015

 

182,576

 

 

 

 

152,577

 

 

 

 

 

Accumulated Other Comprehensive Loss

 

The following table summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the nine-month period ended September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Pension and

    

 

 

    

 

 

 

 

 

Post-Retirement

 

Derivative

 

 

 

 

(In thousands)

 

Obligations

 

Instruments

 

Total

 

Balance as of December 31, 2014

 

$

(31,185)

 

$

(455)

 

$

(31,640)

 

Other comprehensive income before reclassifications

 

 

 —

 

 

(1,192)

 

 

(1,192)

 

Amounts reclassified from accumulated other comprehensive income

 

 

1,267

 

 

676