Consolidated Communications Holdings, Inc. - Quarter Report: 2015 June (Form 10-Q)

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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 June 30, 2015

 

or

 

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

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-51446

 

 

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

   (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 July 31, 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	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 6.	Exhibits	44
SIGNATURES		45

 

Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; Amounts in thousands except per share amounts)

 

 

 

		Quarter Ended June 30,						Six Months Ended June 30,
		2015			2014			2015			2014
Net revenues		$	201,010		$	151,036		$	393,588		$	300,684
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)		86,376			55,918			166,268			111,218
Selling, general and administrative expenses		43,085			32,711			85,033			65,286
Acquisition and other transaction costs		223			977			660			1,266
Depreciation and amortization		43,651			36,005			87,207			71,547
Income from operations		27,675			25,425			54,420			51,367
Other income (expense):
Interest expense, net of interest income		(20,429)			(19,728)			(41,103)			(39,559)
Loss on extinguishment of debt		(41,242)			-			(41,242)			-
Investment income		9,004			9,313			15,445			17,649
Other, net		(40)			(252)			(97)			(1,155)
Income (loss) before income taxes		(25,032)			14,758			(12,577)			28,302
Income tax expense (benefit)		(9,104)			4,871			(4,478)			9,993
Net income (loss)		(15,928)			9,887			(8,099)			18,309
Less: net income attributable to noncontrolling interest		40			80			59			178
Net income (loss) attributable to common shareholders		$	(15,968)		$	9,807		$	(8,158)		$	18,131
Net income (loss) per basic and diluted common share attributable to common shareholders		$	(0.32)		$	0.24		$	(0.16)		$	0.45
Dividends declared per common share		$	0.38		$	0.38		$	0.77		$	0.77

 

 

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 June 30,						Six Months Ended June 30,
		2015			2014			2015			2014
Net income (loss)		$	(15,928)		$	9,887		$	(8,099)		$	18,309
Pension and other post-retirement obligations:
Amortization of actuarial losses (gains) and prior service credit to earnings, net of tax		464			(136)			866			(272)
Derivative instruments designated as cash flow hedges:
Change in fair value of derivatives, net of tax		(237)			-			(802)			-
Reclassification of realized loss to earnings, net of tax		229			303			491			711
Comprehensive income (loss)		(15,472)			10,054			(7,544)			18,748
Less: comprehensive income attributable to noncontrolling interest		40			80			59			178
Total comprehensive income (loss) attributable to common shareholders		$	(15,512)		$	9,974		$	(7,603)		$	18,570

 

 

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)

 

 

 

 

 

See accompanying notes.

 

 

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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; amounts in thousands)

 

 

 

 

 

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 June 30, 2015, we had approximately 494 thousand voice connections, 449 thousand data connections and 122 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 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 quarter and six months ended June 30, 2015.  See Note 6 for a more complete discussion of the transaction.

 

Recent Accounting Pronouncements

 

In April 2015, the Financial Accounting Standards Board (“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. We expect, upon adoption of this guidance, that the current financial statement classification of debt issuance costs will change from assets to liabilities on our condensed consolidated balance sheet.

 

 

 

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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 nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance 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.

 

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 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 based on a preliminary valuation, which is subject to change within the measurement period as additional information is obtained.  Upon completion of the final fair value assessment, the fair values of the net assets acquired may differ from the preliminary assessment. We are in the process of finalizing the valuation of the net assets acquired, most notably, the valuation of property, plant and equipment and deferred income taxes.  We expect to finalize these valuations during the quarter ending September 30, 2015.  Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and residual amounts will be allocated to goodwill.

 

 

 

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The preliminary 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 the overall corporate strategy in addition to synergies and acquired workforce.  Goodwill is not deductible for income tax purposes.

 

The preliminary 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 six months ended June 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 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 June 30, 2015, no 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 at 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.

 

 

 

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		Quarter Ended			Six Months Ended
(Unaudited; in thousands, except per share amounts)		June 30, 2014			June 30, 2014
Operating revenues		$	200,760		$	394,648
Income from operations		$	27,136		$	53,295
Net income		$	9,602		$	16,793
Less: net income attributable to noncontrolling interest		80			178
Net income attributable to common shareholders		$	9,522		$	16,615
Net income per common share - basic and diluted		$	0.19		$	0.33

 

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 PER SHARE

 

Basic and diluted earnings 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.

 

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

 

		Quarter Ended						Six Months Ended
		June 30,						June 30,
(In thousands, except per share amounts)		2015			2014			2015			2014
Net income (loss)		$	(15,928)		$	9,887		$	(8,099)		$	18,309
Less: net income attributable to noncontrolling interest		40			80			59			178
Income (loss) attributable to common shareholders before allocation of earnings to participating securities		(15,968)			9,807			(8,158)			18,131
Less: earnings allocated to participating securities		-			153			-			306
Net income (loss) attributable to common shareholders		$	(15,968)		$	9,654		$	(8,158)		$	17,825
Weighted-average number of common shares outstanding		50,175			39,877			50,161			39,877
Net income (loss) per common share attributable to common shareholders - basic and diluted		$	(0.32)		$	0.24		$	(0.16)		$	0.45

 

Diluted earnings per common share attributable to common shareholders for the quarter and six months ended June 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 the quarter and six months ended June 30, 2014, diluted earnings per common share attributable to common shareholders excluded 0.4 million and 0.3 million potential common shares, respectively.

 

 

 

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4.  INVESTMENTS

 

Our investments are as follows:

 

		June 30,			December 31,
(In thousands)		2015			2014
Cash surrender value of life insurance policies		$	2,153		$	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)		27,935			27,990
Pennsylvania RSA 6(I) Limited Partnership (16.67% interest)		7,698			7,451
Pennsylvania RSA 6(II) Limited Partnership (23.67% interest)		25,331			23,894
CVIN, LLC		-			1,757
Totals		$	115,688		$	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 six months ended June 30, 2015 or 2014 as no factors indicating impairment existed.  For the quarters ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $3.0 million and $3.8 million, respectively. For the six months ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $4.9 million and $7.3 million, respectively.

 

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

 

Equity Method

 

We own 20.51% of GTE Mobilnet of Texas RSA #17 Limited Partnership (“RSA #17”), 16.67% of Pennsylvania RSA 6(I) Limited Partnership (“RSA 6(I)”) and 23.67% of Pennsylvania RSA 6(II) Limited Partnership (“RSA 6(II)”).  RSA #17 provides cellular service to a limited rural area in Texas.  RSA 6(I) and RSA 6(II) provide cellular service in and around our Pennsylvania service territory.  Because we have significant influence over the operating and financial policies of these three entities, we account for the investments using the equity method.  For the quarters ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $4.1 million and $4.9 million, respectively. For the six months ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $9.3 million and $10.5 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 six months ended June 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 six months ended June 30, 2015 and 2014.

 

 

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

 

		Quarter Ended						Six Months
		June 30,						Ended June 30,
(In thousands)		2015			2014			2015			2014
Total revenues		$	86,286		$	83,228		$	173,016		$	164,044
Income from operations		26,911			23,426			53,805			49,306
Net income before taxes		26,626			23,459			53,615			49,362
Net income		26,626			23,459			53,615			49,362

 

				June 30,			December 31,
		(In thousands)		2015			2014
		Current assets		$	114,962		$	52,866
		Non-current assets		95,869			93,771
		Current liabilities		22,151			16,253
		Non-current liabilities		52,710			3,225
		Partnership equity		135,970			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.

 

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

 

					As of June 30, 2015
					Quoted Prices In Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
(In thousands)		Total			(Level 1)			(Level 2)			(Level 3)
Current interest rate swap liabilities		$	(297)		$	–		$	(297)		$	–
Long-term interest rate swap liabilities			(1,292)			–			(1,292)			–
Total		$	(1,589)		$	–		$	(1,589)		$	–
					As of December 31, 2014
					Quoted Prices In Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable 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 June 30, 2015 and December 31, 2014.

 

 

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		As of June 30, 2015						As of December 31, 2014
(In thousands)		Carrying Value			Fair Value			Carrying Value			Fair Value
Investments, equity basis		$	60,964		n/a			$	61,092		n/a
Investments, at cost		$	52,571		n/a			$	52,245		n/a
Long-term debt		$	1,411,530		$	1,396,067		$	1,362,049		$	1,381,972

 

Cost & Equity Method Investments

 

Our investments at June 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 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.

 

6.              LONG-TERM DEBT

 

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

 

		June 30,			December 31,
(In thousands)		2015			2014
Senior secured credit facility:
Term Loan 4, net of discount of $3,646 and $3,948 at June 30, 2015 and December 31, 2014, respectively		$	892,704		$	896,952
Revolving loan		24,000			39,000
10.875% Senior notes due 2020, net of discount of $1,121 at December 31, 2014		-			226,097
6.50% Senior notes due 2022, net of discount of $5,174 at June 30, 2015		494,826			200,000
Capital leases		5,138			4,553
		1,416,668			1,366,602
Less: current portion of long-term debt and capital leases		(10,102)			(9,849)
Total long-term debt		$	1,406,566		$	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 at June 30, 2015, the borrowing margin for the next three month period ending September 30, 2015 will be at a weighted-average margin of 3.00% for 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 June 30, 2015 and December 31, 2014, borrowings of $24.0 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 June 30, 2015.  The stand-by letter of credit is renewable annually and reduces the borrowing availability under the revolving credit facility. At June 30, 2015, $49.4 million was available for borrowing under the revolving credit facility.

 

 

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The weighted-average interest rate on outstanding borrowings under our credit facility was 4.14% and 4.20% at June 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.

 

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 June 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 June 30, 2015, and including the $19.6 million dividend declared in May 2015 and paid on August 1, 2015, we had $214.5 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 June 30, 2015, our total net leverage ratio under the Credit Agreement was 4.39:1.00, and our interest coverage ratio was 3.82:1.00.

 

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 the extinguishment of debt of $41.2 million during the quarter and six months ended June 30, 2015.

 

The New Notes were issued as additional notes under the same indenture pursuant to 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”) that we 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.

 

The 2022 Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.  By the end of 2015, we expect to conduct an exchange offer to issue registered notes under the Securities Act in exchange for the 2022 Notes pursuant to the registration rights agreement. The terms of the registered notes are expected to be substantially identical to the 2022 Notes and the exchange offer will not impact the aggregate principal amount 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 but not yet reflected in historical results.  At June 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 $214.0 million have been paid since May 30, 2012, including the quarterly dividend declared in May 2015 and paid on August 1, 2015, there was $294.4 million of the $508.4 million of cumulative consolidated cash flow since May 30, 2012 available to pay dividends at June 30, 2015. As of June 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 June 30, 2015, the present value of the minimum remaining lease commitments was approximately $5.1 million, of which $1.0 million was due and payable within the next twelve months.  The leases require total remaining rental payments of $6.9 million as of June 30, 2015, of which $4.7 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 at June 30, 2015:

 

(In thousands)		Notional Amount			2015 Balance Sheet Location		Fair Value
Cash Flow Hedges:
Fixed to 1-month floating LIBOR (with floor)		$	150,000		Other long-term liabilities		$	(1,111)
De-designated Hedges:
Fixed to 1-month floating LIBOR		$	50,000		Current portion of derivative liability		(297)
Fixed to 1-month floating LIBOR (with floor)		50,000			Other long-term liabilities		(181)
Total Fair Values							$	(1,589)

 

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

 

(In thousands)		Notional 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 were 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 each of the quarters and six-month periods ended June 30, 2015 and 2014, a gain of $0.3 million and $0.5 million, respectively, was recognized as a reduction to interest expense for the change in fair value of the de-designated swaps.

 

At June 30, 2015 and December 31, 2014, the pre-tax deferred losses related to our interest rate swap agreements included in AOCI were $1.2 million and $0.8 million, respectively.  The estimated amount of losses included in AOCI as of June 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						Six Months Ended
		June 30,						June 30,
(In thousands)		2015			2014			2015			2014
Loss recognized in AOCI, pretax		$	(384)		$	-		$	(1,301)		$	-
Deferred losses reclassed from AOCI to interest expense		$	(370)		$	(489)		$	(796)		$	(1,148)

 

 

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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 six-month periods ended June 30, 2015 and 2014:

 

		Quarter Ended						Six Months
		June 30,						Ended June 30,
(In thousands)		2015			2014			2015			2014
Restricted stock		$	379		$	527		$	866		$	1,044
Performance shares		331			413			657			680
Total		$	710		$	940		$	1,523		$	1,724

 

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

 

As of June 30, 2015, total unrecognized compensation costs related to nonvested Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”) was $5.1 million and will be recognized over a weighted-average period of approximately 1.3 years.

 

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

 

		RSAs					PSAs
		Shares		Weighted Average Grant Date Fair Value			Shares		Weighted Average Grant 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 - June 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 six-month period ended June 30, 2015:

 

		Pension and Other
		Post-Retirement			Derivative
(In thousands)		Obligations			Instruments			Total
Balance at December 31, 2014		$	(31,185)		$	(455)		$	(31,640)
Other comprehensive income before reclassifications		-			(802)			(802)
Amounts reclassified from accumulated other comprehensive income		866			491			1,357
Net current period other comprehensive income (loss)		866			(311)			555
Balance at June 30, 2015		$	(30,319)		$	(766)		$	(31,085)

 

 

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The following table summarizes reclassifications from accumulated other comprehensive loss for the quarters and six-month periods ended June 30, 2015 and 2014:

 

		Quarter Ended June 30,						Six Months Ended June 30,						Affected Line Item in the
(In thousands)		2015			2014			2015			2014			Statement of Income
Amortization of pension and post-retirement items:
Prior service credit		$	123		$	79		$	347		$	159		(a)
Actuarial gain (loss)		(884)			142			(1,768)			284			(a)
		(761)			221			(1,421)			443			Total before tax
		297			(85)			555			(171)			Tax benefit (expense)
		$	(464)		$	136		$	(866)		$	272		Net of tax
Loss on cash flow hedges:
Interest rate derivatives		$	(370)		$	(489)		$	(796)		$	(1,148)		Interest expense
		141			186			305			437			Tax benefit
		$	(229)		$	(303)		$	(491)		$	(711)		Net of tax

 

(a)         These items are included in the components of net periodic benefit cost for our pension and post-retirement benefit plans.  See Note 9 for further discussion regarding our pension and post-retirement benefit plans.

 

9.              PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS

 

Defined Benefit Plans

 

We sponsor a qualified defined benefit pension plan (“Retirement Plan”) that is non-contributory covering certain of our hourly employees who fulfill minimum age and service requirements.  Certain salaried employees are also covered by the Retirement Plan, although these benefits have previously been frozen.  As of May 2013, the Retirement Plan was closed to all new entrants and all employees under collective bargaining agreements that provide for defined benefit plan coverage accrue benefits under a cash balance formula.

 

We also have two non-qualified supplemental retirement plans (“Supplemental Plans”).  The Supplemental Plans provide supplemental retirement benefits to certain former employees by providing for incremental pension payments to partially offset the reduction that would have been payable under the qualified defined benefit pension plans if it were not for limitations imposed by federal income tax regulations. The Supplemental Plans have previously been frozen so that no person is eligible to become a new participant.  These plans are unfunded and have no assets.  The benefits paid under the Supplemental Plans are paid from the general operating funds of the Company.

 

The following table summarizes the components of net periodic pension cost for our defined benefit plans for the quarters and six-month periods ended June 30, 2015 and 2014:

 

		Quarter Ended						Six Months
		June 30,						Ended June 30,
(In thousands)		2015			2014			2015			2014
Service cost		$	129		$	140		$	258		$	280
Interest cost		3,931			4,074			7,863			8,147
Expected return on plan assets		(5,843)			(5,776)			(11,687)			(11,553)
Net amortization loss		954			5			1,908			10
Prior service credit amortization		(114)			(114)			(228)			(229)
Net periodic pension benefit		$	(943)		$	(1,671)		$	(1,886)		$	(3,345)

 

Other Non-qualified Deferred Compensation Agreements

 

We also are liable for deferred compensation agreements with former members of the board of directors and certain other former employees of acquired companies.  Depending on the plan, benefits are payable in monthly or annual installments for a period of time based on the terms of the agreement, which range from five years up to the life of the participant or to the beneficiary upon the death of the participant, and may begin as early as age 55.  Participants accrue no new benefits as these plans had previously been frozen.  Payments related to the deferred compensation agreements totaled approximately $0.1 million for each of the quarters ended June 30, 2015 and 2014 and $0.2 million for the six-month periods ended June 30, 2015 and 2014. The net present value of the remaining obligations was approximately $2.2 million and $2.4 million at June 30, 2015 and December 31, 2014, respectively, and is included in pension and other post-retirement benefit obligations in the accompanying condensed consolidated balance sheets.

 

 

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We also maintain 28 life insurance policies on certain of the participating former directors and employees.  The excess of the cash surrender value of the remaining life insurance policies over the notes payable balances related to these policies is determined by an independent consultant, and totaled $2.2 million at June 30, 2015 and $2.0 million at December 31, 2014.  These amounts are included in investments in the accompanying condensed consolidated balance sheets.  Cash principal payments for the policies and any proceeds from the policies are classified as operating activities in the condensed consolidated statements of cash flows.  We did not recognize any life insurance proceeds during the quarter or six-month period ended June 30, 2015.  We recognized $0.3 million in life insurance proceeds as other non-operating income in the quarter and six-month period ended June 30, 2014.

 

Post-retirement Benefit Obligations

 

We sponsor various healthcare and life insurance plans (“Post-retirement Plans”) that provide post-retirement medical and life insurance benefits to certain groups of retired employees.  Certain plans have previously been frozen so that no person is eligible to become a new participant.  Retirees share in the cost of healthcare benefits, making contributions that are adjusted periodically—either based upon collective bargaining agreements or because total costs of the program have changed.  Covered expenses for retiree health benefits are paid as they are incurred.  Post-retirement life insurance benefits are fully insured.  A majority of the healthcare plans are unfunded and have no assets, and benefits are paid from the general operating funds of the Company.  However, a plan acquired in the purchase of another company has assets from employer contributions for retiree medical benefits that are separately designated within the Retirement Plan for the sole purpose of providing payments of retiree medical benefits for this specific plan.  The assets used to provide payment of these retiree medical benefits are those of the Retirement Plan.  In connection with the acquisition of Enventis, we have included its post-retirement benefit plan as of the date of acquisition.

 

The following table summarizes the components of the net periodic cost for our post-retirement benefit plans for the quarters and six-month periods ended June 30, 2015 and 2014:

 

		Quarter Ended						Six Months
		June 30,						Ended June 30,
(In thousands)		2015			2014			2015			2014
Service cost		$	147		$	90		$	295		$	180
Interest cost		412			355			826			710
Expected return on plan assets		(58)			(55)			(116)			(110)
Net amortization (gain) loss		(70)			(147)			(140)			(294)
Net prior service cost (credit) amortization		(9)			35			(119)			70
Net periodic postretirement benefit cost		$	422		$	278		$	746		$	556

 

Contributions

 

We expect to contribute approximately $12.3 million to our pension plans and $3.8 million to our other post-retirement plans in 2015.  As of June 30, 2015, we have contributed $5.2 million and $1.2 million of the annual contribution to the pension plans and other post-retirement plans, respectively.

 

10.             INCOME TAXES

 

There have been no changes to our unrecognized tax benefits as reported at December 31, 2014.  As of June 30, 2015 and December 31, 2014, the amount of unrecognized tax benefits was $0.2 million.  The net amount of unrecognized benefits that, if recognized, would result in an impact to the effective tax rate is $0.2 million.  We do not expect any material changes in our unrecognized tax benefits during the remainder of 2015.

 

Our practice is to recognize interest and penalties related to income tax matters in interest expense and general and administrative expense, respectively.  At June 30, 2015, we did not have a material liability for interest or penalties and had no material interest or penalty expense.

 

The only period subject to examination for our federal return is 2013.  The periods subject to examination for our state returns are years 2010 through 2013.  We recently completed the examinations for our 2010 through 2012 federal returns and there was no material effect on our results of operations or cash flows.  We are not currently under examination by federal or state taxing authorities.

 

 

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