Acquisition of NTELOS Holdings Corp. and Exchange with Sprint (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of Preliminary Purchase Price Allocation and Revisions Recorded

The following table shows the initial estimate of value and changes recorded through December 31, 2016 (in thousands):



	Initial Estimate		Revisions			Revised Estimate
Accounts receivable	$	48,476	$	(2,788	)	$	45,688
Inventory	3,810		762			4,572
Restricted cash	2,167		—			2,167
Investments	1,501		—			1,501
Prepaid expenses and other assets	14,835		—			14,835
Building held for sale	4,950		—			4,950
Property, plant and equipment	223,900		4,376			228,276
Spectrum licenses	198,200		—			198,200
Customer based contract rights	198,200		8,546			206,746
Favorable lease intangible assets	11,000		6,029			17,029
Goodwill	151,627		(6,485		)	145,142
Other long term assets	10,288		555			10,843
Total assets acquired	$	868,954	$	10,995		$	879,949

Accounts payable	$	8,648	$	(105	)	$	8,543
Advanced billings and customer deposits	12,477		—			12,477
Accrued expenses	25,230		(345		)	24,885
Capital lease liability	418		—			418
Deferred tax liabilities	124,964		1,625			126,589
Retirement benefits	19,461		(263		)	19,198
Other long-term liabilities	14,056		6,029			20,085
Total liabilities assumed	205,254		6,941			212,195

Net assets acquired	$	663,700	$	4,054		$	667,754

Intangible Assets Resulting from Acquisition

Intangible assets consist of the following at December 31, 2016 and 2015 (in thousands):



	2016							2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Non-amortizing intangibles:
Cable franchise rights	$	64,334	$	—		$	64,334	$	64,059	$	—		$	64,059
Railroad crossing rights	97		—			97		39		—			39
	64,431		—			64,431		64,098		—			64,098

Finite-lived intangibles:
Affiliate contract expansion	284,102		(14,030		)	270,072		—		—			—
Acquired subscribers – wireless	120,855		(18,738		)	102,117		—		—			—
Favorable leases - wireless	16,950		(1,130		)	15,820		—		—			—
Acquired subscribers – cable	25,265		(24,631		)	634		25,326		(23,805		)	1,521
Other intangibles	2,212		(754		)	1,458		1,938		(564		)	1,374
Total finite-lived intangibles	449,384		(59,283		)	390,101		27,264		(24,369		)	2,895
Total intangible assets	$	513,815	$	(59,283	)	$	454,532	$	91,362	$	(24,369	)	$	66,993

Intangible assets resulting from the acquisition of nTelos and the Sprint exchange, both described above, are noted below (dollars in thousands):



	Useful Life	Basis
Affiliate contract agreement	14 years	$	284,100
Customer based contract rights	4-10 years	120,855
Favorable lease intangible assets	3-19 years	17,029

Unaudited Pro Forma Results

Following are the unaudited pro forma results of the Company for the years ended December 31, 2016 and 2015, as if the acquisition of nTelos had occurred at the beginning of each of the periods presented. (in thousands)



	Years Ended December 31,
	2016		2015
Operating revenues	$	646,769	$	678,475
Income before income taxes	$	2,989	$	54,716