XML 21 R9.htm IDEA: XBRL DOCUMENT
v3.21.2

Discontinued Operations | 9 Months Ended
--- | ---
Sep. 30, 2021
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations On August 26, 2020, Sprint Corporation ("Sprint"), an indirect subsidiary of T-Mobile US, Inc., ("T-Mobile"), on behalf of and as the direct or indirect owner of Sprint PCS, delivered notice to the Company exercising its option to purchase the assets and operations of our Wireless operations for 90% of the “Entire Business Value” (as defined under our affiliate agreement and determined pursuant to the appraisal process set forth therein). Shortly thereafter, the Company committed to a plan to sell the discontinued Wireless operations. On July 1, 2021, pursuant to the previously announced Asset Purchase Agreement (the “Purchase Agreement”), dated May 28, 2021, between Shentel and T-Mobile, Shentel completed the sale to T-Mobile of its Wireless assets and operations for cash consideration of approximately $1.94 billion, inclusive of the approximately $60 million settlement of the waived management fees by Sprint, and net of certain transaction expenses (the “Transaction”). The assets and liabilities that transferred in the sale (the "disposal group") were presented as held for sale within our historical unaudited condensed consolidated balance sheets, and discontinued operations within our historical unaudited condensed consolidated statements of comprehensive income. The transaction was structured as an asset sale for income tax purposes. As a result, no current or deferred tax assets or liabilities were included within the disposal group. While our long-term debt did not transfer in the sale, its provisions required us to fully repay all of the debt concurrent with the consummation of the sale. Our debt was therefore presented outside of the disposal group as a current liability as of December 31, 2020. Our related interest rate swap liabilities were also presented outside of the disposal group as a current liability as of December 31, 2020, because management terminated them at consummation. Because repayment of the debt is contractually triggered by the sale, the related interest expense and debt extinguishment costs were presented within discontinued operations under the relevant authoritative guidance. The carrying amounts of the major classes of assets and liabilities, classified as held for sale in the consolidated balance sheets, were as follows:
(in thousands) | December 31, 2020
ASSETS |
Inventory | $ | 5,746 |
Prepaid expenses and other | 47,003 |
Property, plant and equipment, net | 299,647 |
Intangible assets, net | 176,459 |
Goodwill | 146,383 |
Operating lease right-of-use assets | 421,586 |
Deferred charges and other assets | 36,470 |
Current assets held for sale | $ | 1,133,294 |
LIABILITIES |
Current operating lease liabilities | $ | 409,887 |
Accrued liabilities and other | 8,770 |
Asset retirement obligations | 33,545 |
Current liabilities held for sale | $ | 452,202 |
Income from discontinued operations, net of tax in the consolidated statements of comprehensive income consist of the following:
(in thousands) | Three Months Ended September 30, |  | Nine Months Ended September 30,
Revenue: | 2021 |  | 2020 |  | 2021 |  | 2020
Service revenue and other | $ | — |  |  | $ | 100,963 |  |  | $ | 201,076 |  |  | $ | 302,488 |
Equipment revenue | — |  |  | 9,862 |  |  | 12,253 |  |  | 32,222 |
Total revenue | — |  |  | 110,825 |  |  | 213,329 |  |  | 334,710 |
Operating expenses: |  |  |  |  |  |  |
Cost of services | — |  |  | 28,567 |  |  | 38,144 |  |  | 95,242 |
Cost of goods sold | — |  |  | 9,600 |  |  | 11,964 |  |  | 31,565 |
Selling, general and administrative | — |  |  | 7,696 |  |  | 17,514 |  |  | 25,931 |
Severance expense | — |  |  | — |  |  | 465 |  |  | — |
Depreciation and amortization | — |  |  | 15,077 |  |  | — |  |  | 62,804 |
Total operating expenses | — |  |  | 60,940 |  |  | 68,087 |  |  | 215,542 |
Operating income | — |  |  | 49,885 |  |  | 145,242 |  |  | 119,168 |
Other (expense) income: |  |  |  |  |  |  |
Debt extinguishment | (11,032) |  |  | — |  |  | (11,032) |  |  | — |
Interest expense and other, net | (733) |  |  | (4,508) |  |  | (9,434) |  |  | (15,477) |
Gain on sale of disposition of Wireless assets and operations | 1,224,815 |  |  | — |  |  | 1,224,815 |  |  | — |
Income before income taxes | 1,213,050 |  |  | 45,377 |  |  | 1,349,591 |  |  | 103,691 |
Income tax expense | 326,724 |  |  | 11,868 |  |  | 363,227 |  |  | 27,269 |
Income from discontinued operations, net of tax | $ | 886,326 |  |  | $ | 33,509 |  |  | $ | 986,364 |  |  | $ | 76,422 |
Consummation of the sale triggered the recognition of approximately $21 million of incremental selling costs during the three months ended September 30, 2021, for contingent deal advisory fees and severance expenses, which are netted against the gain on sale of disposition of Wireless assets and operations. Additionally, also triggered by the disposition event, we recognized an $11.0 million loss on debt extinguishment and incurred interest expense of approximately $2.6 million on the termination of our interest rate swaps.

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration