Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 15, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CSAL | ||
Entity Registrant Name | COMMUNICATIONS SALES & LEASING, INC. | ||
Entity Central Index Key | 1,620,280 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 155,785,924 | ||
Entity Public Float | $ 3,618,955,277 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Property, plant and equipment, net | $ 2,670,037 | $ 2,374,760 |
Cash and cash equivalents | 171,754 | 142,498 |
Accounts receivable, net | 15,281 | 2,083 |
Goodwill | 262,334 | |
Intangible assets, net | 160,584 | 10,530 |
Straight-line revenue receivable | 29,088 | 11,795 |
Other assets | 9,674 | 970 |
Total Assets | 3,318,752 | 2,542,636 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities | 40,977 | 10,409 |
Accrued interest payable | 27,812 | 24,440 |
Deferred revenue | 261,404 | 67,817 |
Derivative liability | 6,102 | 5,427 |
Dividends payable | 94,607 | 90,507 |
Deferred income taxes | 28,394 | 5,714 |
Capital lease obligations | 54,535 | |
Contingent consideration | 98,600 | |
Notes and other debt, net | 4,028,214 | 3,505,228 |
Total liabilities | 4,640,645 | 3,709,542 |
Commitments and contingencies (Note 14) | ||
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 155,139 shares at December 31, 2016 and 149,862 at December 31, 2015 | 15 | 15 |
Additional paid-in capital | 141,092 | 1,392 |
Accumulated other comprehensive loss | (6,369) | (5,427) |
Distributions in excess of accumulated earnings | (1,537,183) | (1,162,886) |
Total shareholders' deficit | (1,402,445) | (1,166,906) |
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 3,318,752 | $ 2,542,636 |
Series A Convertible Preferred Stock | ||
Liabilities: | ||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value | $ 80,552 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 155,138,637 | 149,862,000 |
Common stock, shares outstanding | 155,138,637 | 149,862,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares authorized | 88,000 | |
Convertible preferred stock, shares issued | 88,000 | |
Convertible preferred stock, shares outstanding | 88,000 | |
Convertible preferred stock, liquidation value | $ 87,500 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Revenues: | |||||||||
Total revenues | $ 128,748 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 173,932 | $ 173,634 | $ 476,314 | $ 770,408 |
Costs and Expenses: | |||||||||
Interest expense | 181,797 | 275,394 | |||||||
Depreciation and amortization | 238,748 | 375,970 | |||||||
General and administrative expense | 11,208 | 35,402 | |||||||
Operating expense (exclusive of depreciation, accretion and amortization) | 13,743 | 49,668 | |||||||
Transaction related costs | 5,210 | 33,669 | |||||||
Total costs and expenses | 450,706 | 770,103 | |||||||
Income before income taxes | 8,532 | (4,752) | (2,215) | (1,208) | 8,480 | 7,405 | 9,671 | 25,608 | 305 |
Income tax expense | 738 | 517 | |||||||
Net (loss) income | 8,301 | (4,370) | (2,343) | (1,535) | 8,036 | 7,166 | 9,403 | 24,870 | (212) |
Participating securities' share in earnings | (1,152) | (1,557) | |||||||
Dividends declared on convertible preferred stock | (1,743) | ||||||||
Amortization of discount on convertible preferred stock | (1,985) | ||||||||
Net (loss) income applicable to common shareholders | $ 7,976 | $ (6,163) | $ (4,144) | $ (2,871) | $ 7,681 | $ 6,769 | $ 8,973 | $ 23,718 | $ (5,497) |
(Loss) earnings per common share: | |||||||||
Basic | $ 0.05 | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 | $ (0.04) |
Diluted | 0.05 | (0.04) | (0.03) | (0.02) | 0.05 | 0.05 | 0.06 | $ 0.16 | $ (0.04) |
Weighted-average number of common shares outstanding | |||||||||
Basic | 149,835 | 152,473 | |||||||
Diluted | 149,835 | 152,473 | |||||||
Dividends declared per common share | $ 0.44 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 1.64 | $ 2.40 |
Leasing | |||||||||
Revenues: | |||||||||
Total revenues | $ 458,614 | $ 677,368 | |||||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 236,177 | 344,083 | |||||||
Fiber Infrastructure | |||||||||
Revenues: | |||||||||
Total revenues | 70,568 | ||||||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 28,629 | ||||||||
Consumer CLEC | |||||||||
Revenues: | |||||||||
Total revenues | 17,700 | 22,472 | |||||||
Costs and Expenses: | |||||||||
Depreciation and amortization | $ 2,571 | $ 3,258 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income | $ 24,870 | $ (212) |
Other comprehensive (loss) income: | ||
Unrealized (loss) gain on derivative contracts | (5,427) | (675) |
Changes in foreign currency translation | (267) | |
Other comprehensive (loss) income | (5,427) | (942) |
Comprehensive (loss) income | $ 19,443 | $ (1,154) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Accumulated Earnings |
Beginning balance, value at Apr. 23, 2015 | $ 2,508,420 | $ 15 | $ 2,508,405 | ||
Beginning balance, shares at Apr. 23, 2015 | 149,827,214 | ||||
Net (loss) income | 24,870 | 24,870 | |||
Distributions to Windstream related to Spin-Off | (3,447,879) | (3,447,879) | |||
Other comprehensive loss | (5,427) | $ (5,427) | |||
Common stock dividends | (247,361) | (247,361) | |||
Equity issuance cost | (656) | $ (542) | (114) | ||
Stock-based compensation | 1,934 | 1,934 | |||
Stock-based compensation, shares | 35,245 | ||||
Other | (807) | (807) | |||
Ending balance, value at Dec. 31, 2015 | (1,166,906) | $ 15 | 1,392 | (5,427) | (1,162,886) |
Ending balance, shares at Dec. 31, 2015 | 149,862,459 | ||||
Net (loss) income | (212) | (212) | |||
Issuance of common stock | 137,665 | 137,665 | |||
Issuance of common stock, shares | 5,077,629 | ||||
Amortization of discount on convertible preferred stock | (1,985) | (1,985) | |||
Other comprehensive loss | (942) | (942) | |||
Common stock dividends | (370,186) | (370,186) | |||
Convertible preferred stock dividends | (1,743) | (1,743) | |||
Equity issuance cost | (623) | (623) | |||
Net share settlement | (2,359) | (203) | (2,156) | ||
Stock-based compensation | 4,846 | 4,846 | |||
Stock-based compensation, shares | 198,549 | ||||
Ending balance, value at Dec. 31, 2016 | $ (1,402,445) | $ 15 | $ 141,092 | $ (6,369) | $ (1,537,183) |
Ending balance, shares at Dec. 31, 2016 | 155,138,637 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Cash flow from operating activities | ||
Net (loss) income | $ 24,870 | $ (212) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 238,748 | 375,970 |
Amortization of deferred financing costs | 4,832 | 7,823 |
Amortization of debt discount | 5,172 | 8,179 |
Deferred income taxes | (1,211) | (2,186) |
Straight-line rental revenues | (11,795) | (17,293) |
Stock-based compensation | 1,934 | 4,846 |
Other | (3) | 936 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (215) | (3,516) |
Other assets | (1,148) | (1,365) |
Accounts payable, accrued expenses and other liabilities | 32,024 | 2,806 |
Net cash provided by operating activities | 293,208 | 375,988 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (488,788) | |
Consideration paid to Windstream Services, LLC | (1,035,029) | |
Acquisition of ground lease investments | (11,543) | |
Other capital expenditures | (44,413) | (34,900) |
Net cash used in investing activities | (1,079,442) | (535,231) |
Cash flow from financing activities | ||
Principal payment on debt | (10,700) | (22,027) |
Dividends paid | (156,854) | (367,830) |
Proceeds from issuance of Term Loans | 1,127,000 | |
Proceeds from issuance of Notes | 548,875 | |
Borrowings under revolving credit facility | 641,000 | |
Payments under revolving credit facility | (641,000) | |
Capital lease payments | (1,549) | |
Deferred financing costs | (30,057) | (20,557) |
Common stock issuance, net of costs | (543) | 54,213 |
Net share settlement | (113) | (2,359) |
Cash in-lieu of fractional shares | (19) | |
Net cash provided by financing activities | 928,714 | 188,766 |
Effect of exchange rates on cash and cash equivalents | (267) | |
Net increase in cash and cash equivalents | 142,480 | 29,256 |
Cash and cash equivalents at beginning of period | 18 | 142,498 |
Cash and cash equivalents at end of period | 142,498 | 171,754 |
Supplemental cash flow information: | ||
Cash paid for interest | 147,428 | 255,945 |
Cash paid for income taxes | 1,284 | 3,003 |
Non-cash investing and financing activities: | ||
Property and equipment acquired but not yet paid | 5,752 | |
Tenant capital improvements | 68,569 | 156,972 |
Acquisition of businesses through non-cash consideration | $ 259,996 | |
Issuance of notes and other debt to Windstream Services, LLC, net of deferred financing costs ($34,681) | $ 2,412,829 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Parenthetical) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Deferred financing costs | $ 30,057 |
Windstream Services LLC | |
Deferred financing costs | $ 34,681 |
Statements of Revenues and Dire
Statements of Revenues and Direct Expenses - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended |
Apr. 23, 2015 | Dec. 31, 2014 | |
Consumer CLEC Business | ||
Revenues | $ 10,149 | $ 36,015 |
Direct expenses: | ||
Cost of revenues | 5,552 | 19,060 |
Selling, general, and administrative | 22 | 80 |
Amortization | 1,283 | 4,586 |
Total costs and expenses | 6,857 | 23,726 |
Revenues in Excess of Direct Expenses | $ 3,292 | $ 12,289 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Communications Sales & Leasing, Inc. (the “Company,” “CS&L,” “we,” “us” or “our”) was incorporated in the state of Delaware in February 2014 and reorganized in the state of Maryland on September 4, 2014 as a subsidiary of Windstream Holdings, Inc. (“Windstream Holdings” and, together with its consolidated subsidiaries “Windstream”). On April 24, 2015, in connection with the separation and spin-off of CS&L from Windstream (the “Spin-Off”), Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) to CS&L, which it leases back from CS&L pursuant to a long-term, triple-net-lease (“the Master Lease”) and a small consumer competitive local exchange carrier (“CLEC”) business (the “Consumer CLEC Business”) to CS&L in exchange for certain consideration paid to Windstream. The assets and liabilities of the Distribution Systems and Consumer CLEC Business were recorded in our consolidated financial statements on a carryover basis as of the date of the Spin-Off. We are an independent, internally managed REIT engaged in the acquisition and construction of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. Our fiber infrastructure group, Uniti Fiber, is a leading provider of infrastructure solutions including cell site backhaul and dark fiber, to the telecommunications industry. Uniti Towers is a provider of build-to-suit construction in both the U.S and Latin America. At December 31, 2016, Uniti Towers’ portfolio consists of 102 wireless communication towers. The Consumer CLEC Business, which was reported as an integrated operation within Windstream prior to the Spin-Off, offers voice, broadband, long-distance, and value-added services to residential customers located primarily in rural locations. Substantially all of the network assets used to provide these services to customers are contracted through interconnection agreements with other telecommunications carriers. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of CS&L and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Consumer CLEC Business | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation Subsequent to the Spin-Off, all financial results of the Consumer CLEC Business are reported within the consolidated financial statements of CS&L. The accompanying Statements of Revenues and Direct Expenses for the period January 1, 2015 to April 24, 2015 (the “Spin Date”) and the year ended December 31, 2014 have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”), as permitted by the SEC and are not intended to be a complete presentation of the results of operations of the Consumer CLEC Business. The elements of the financial statements are stated in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures have been condensed or omitted as permitted by the SEC’s rules and regulations. In the opinion of management, all adjustments considered necessary for a fair statement of the results presented have been included. The results of operations for the periods presented are not necessarily indicative of results of the Consumer CLEC Business following the Spin-Off. The accompanying Statements of Revenues and Direct Expenses include all direct costs incurred in connection with the operation of the Consumer CLEC Business for which specific identification was practicable. In addition, direct costs incurred by Windstream to operate the Consumer CLEC Business for which specific identification was not practicable have been allocated based on assumptions that management believes reasonable under the circumstances as more fully discussed in Note 4. The Statements of Revenues and Direct Expenses exclude costs that are not directly related to the Consumer CLEC Business including general corporate overhead costs, interest expense and income taxes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a capital lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. Certain Distribution System property, plant and equipment are depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of capital lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation will begin once the construction period has ceased and the related asset has been placed into service, in which it will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject to the Master Lease are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. Tenant Capital Improvements Impairment of Long-Lived Assets Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the consolidated statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Customer List Intangible Assets Foreign Currency Translation Reclassifications Transaction Related Costs Debt Issuance Costs Revenue Recognition We evaluate the collectability of straight-line rent receivables and record a provision for doubtful accounts if management believes the receivables to be uncollectible. At December 31, 2016 and December 31, 2015, no allowance was recorded related to our straight-line rent receivable. We lease the Distribution Systems to Windstream under a triple-net lease basis, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes, as Windstream makes direct payments to the taxing authorities. Consumer CLEC Business revenues are primarily derived from providing access to or usage of leased networks and facilities, and are recognized over the period that the corresponding services are rendered to customers. Revenues derived from other telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as services are provided. Sales of customer premise equipment and modems are recognized when products are delivered to and accepted by customers. The Company recognizes service revenues related to its broadband transport and backhaul communications services when (i) persuasive evidence of an arrangement exists, (ii) the services have been provided to the customer, (iii) the sales price is fixed or determinable, and (iv) the collection of the sales price is reasonably assured. Services provided to the Company’s customers are rendered pursuant to contractual fee‑based arrangements, which generally provide for recurring fees charged for the use of designated portions of the Company’s network and typically range for a period of three to ten years. The Company’s revenue arrangements often include upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. We evaluate the collectability of service receivables by considering a variety of factors. The Company typically does not require collateral. When the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related accounts receivable to the amount the Company reasonably believes is collectible. When appropriate, the Company also records reserves for bad debts for all other customers based on a variety of factors including the length of time the receivable is past due, the financial health of the customer, macroeconomic considerations, and historical experience. If circumstances related to specific customers change, the Company adjusts its estimates of the recoverability of receivables as needed. At December 31, 2016 the allowance recorded for service receivables was $1.4 million. At December 31, 2015 no allowance was recorded for service receivables. Stock-Based Compensation Income Taxes To maintain REIT status, we must distribute a minimum of 90% of our taxable income. We intend to make regular quarterly dividend payments of all or substantially all of our income to holders of our common stock, and therefore no provision is required in the accompanying Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. CS&L operates as a real estate investment trust (REIT) for U.S. federal income tax purposes. As a REIT, the Company is generally not subject to U.S. federal income taxes on income generated by its REIT operations, which includes income derived from the Master Lease. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that do not result in income that would be qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have no liabilities for uncertain income tax positions. The Company will be subject to a federal corporate level tax rate (currently 35%) on any gain recognized from the sale of assets occurring within a specified recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. The Company has no plans to dispose of the assets it acquired through the Spin-Off within the applicable recognition period. Business Combinations Business Combinations Goodwill Intangibles-Goodwill and Other Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 10. Concentration of Credit Risks Because 87.9% of our revenue for the year ended December 31, 2016 is derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition if Windstream experiences operating difficulties and becomes unable to generate sufficient cash to make payments to us. In recent years, Windstream has experienced annual declines in its total revenue and sales. Accordingly, we monitor the credit quality of Windstream through numerous methods, including by (i) reviewing the credit ratings of Windstream by nationally recognized credit rating agencies, (ii) reviewing the financial statements of Windstream that are publicly available and that are required to be delivered to us pursuant to the Master Lease, (iii) monitoring news reports regarding Windstream and its businesses, (iv) conducting research to ascertain industry trends potentially affecting Windstream, and (v) monitoring the timeliness of its payments to us under the Master Lease. Recently Issued Accounting Standards In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. We adopted ASU 2016-09 effective April 1, 2016, and will reverse compensation cost of forfeited awards as they occur. At the time of adoption, we had not experienced any forfeited awards and therefore no cumulative-effect adjustment was necessary. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern . In Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment . In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU No. 2016-02, Leases which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine based on an effective interest method on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company is currently evaluating this guidance to determine the impact it will have on our financial statements by reviewing its existing operating lease contracts, where we are the lessee and service contracts that may include embedded leases. The Company expects a gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets, the extent of the impact of a gross-up is under evaluation. The Company does not anticipate material chang In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This update outlines a single comprehensive revenue recognition model for entities to follow in accounting for revenue from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive for those goods or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted for public companies for annual periods beginning after December 15, 2016. The Company intends to adopt the revenue recognition guidance on January 1, 2018. The Company’s implementation efforts include reviewing revenue contracts and the identification of revenue within scope of the guidance. While the Company currently has not identified any material changes in the timing of revenue recognition, the evaluation is ongoing and we are in the process of determining the method of adoption. |
Consumer CLEC Business | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Revenue Recognition In assessing collectability of receivables, management considers a number of factors, including historical collection experience, aging of the accounts receivable balances and current economic conditions. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. The provision for doubtful accounts, which is included in cost of service, was $111,000 for the period from January 1, 2015 to Spin Date. Subsequent Events |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4. Business Combinations Tower Cloud, Inc. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc. (“Tower Cloud”) for $187.7 million in cash and 1.9 million shares of our common stock with an acquisition date fair value of $58.5 million. Additional contingent consideration of up to $130 million, with an acquisition date fair value of $98.6 million, may be paid upon the achievement of certain defined operational and financial milestones. % of the aggregate amount of payments is satisfied in cash. Tower Cloud provides data transport services, with particular focus on providing infrastructure solutions to the wireless and enterprise sectors, including fiber-to-the-tower backhaul, small cell networks, and dark fiber deployments. Following the close of the transaction, the Tower Cloud business and the previously acquired PEG Bandwidth business were combined into a unified fiber infrastructure organization, Uniti Fiber. The operating results from this acquisition are included in the consolidated financial statements from the acquisition date. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. . The following is a summary of the estimated fair values of the assets acquired and liabilities assumed: (thousands) Property, plant and equipment $ 163,680 Cash and cash equivalents 14,346 Accounts receivable 3,043 Other assets 2,595 Intangible assets 116,218 Accounts payable, accrued expenses and other liabilities (16,782 ) Deferred revenue (23,900 ) Deferred income taxes (24,866 ) Capital lease obligations (6,750 ) Net assets acquired $ 227,584 Goodwill $ 117,280 The above purchase price allocation is considered preliminary and is subject to revision when the valuation of assets and liabilities are finalized upon receipt of the final valuation report from a third party valuation expert, and resolution of contractual adjustments, such as working capital adjustments, set forth in the merger agreement, which is anticipated to be finalized during the first half of 2017. The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of Tower Cloud. The acquisition was treated as a taxable acquisition of the outstanding stock of Tower Cloud, Inc. Thus, none of the goodwill is expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $116.2 million (30 year life). Tower Cloud had federal net operating loss (“NOL”) carryforwards of approximately $81.2 million at the date of the acquisition, which will expire between 2026 and 2036. As a result of the change in ownership, the utilization of NOL carryforwards is subject to limitations imposed by the Internal Revenue Code. The gross deferred tax assets associated with the NOL and other temporary differences as of August 31, 2016 were approximately $37.0 million, with respect to which we have determined that a valuation allowance is not required. A net deferred tax liability of $24.8 million was recorded in connection with the acquisition, which is primarily related to the excess of the recorded amounts for Property, Plant and Equipment and Intangible Assets over their respective historical tax bases. The acquired business contributed revenue of $13.5 million and an operating loss of $2.1 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2016. We recorded transaction related costs related to the acquisition of Tower Cloud for the year ended December 31, 2016 of $9.1 million within transaction related costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the business combination had occurred as of the Spin-Off. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments, adjustments to amortized deferred revenue, and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated as of . Year Ended Period from (Thousands, except per share data) December 31, 2016 April 24 - December 31, 2015 Pro forma revenue $ 798,054 $ 505,764 Pro forma net (loss) income (3,581 ) 17,609 Pro forma net (loss) income per share $ (0.02 ) $ 0.12 PEG Bandwidth, LLC On May 2, 2016, we acquired 100% of the outstanding equity of PEG Bandwidth for $322.5 million in cash, the issuance of 87,500 shares of our 3.00% Series A Convertible Preferred Stock with a fair value of $78.6 million and 1 million shares of our common stock with an acquisition date fair value of $23.2 million. PEG Bandwidth is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry. The operating results from this acquisition are included in the consolidated financial statements from the acquisition date. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. See Note 13 (thousands) Property, plant and equipment $ 293,030 Cash and cash equivalents 7,003 Accounts receivable 6,584 Other assets 5,161 Intangible assets 38,000 Accounts payable, accrued expenses and other liabilities (8,643 ) Deferred revenue (12,700 ) Capital lease obligations (49,195 ) Net assets acquired $ 279,240 Goodwill $ 145,054 The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of PEG Bandwidth. The goodwill is expected to be deductible for tax purposes. Of the $38 million of acquired intangible assets, $36 million was assigned to customer relationships (weighted average 17 year life) and $2 million was assigned to trademarks (indefinite life). The acquired business contributed revenue of $57.0 million and an operating loss of $8.8 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2016. We recorded transaction related costs related to the acquisition of PEG Bandwidth for the year ended December 31, 2016 of $11.2 million within transaction related costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the business combination had occurred as of the Spin-Off Year Ended Period from (Thousands, except per share data) December 31, 2016 April 24 - December 31, 2015 Pro forma revenue $ 797,637 $ 529,911 Pro forma net income 6,264 19,809 Pro forma net income per share $ 0.04 $ 0.13 Summit Wireless Infrastructure, LLC On January 22, 2016, we acquired 100% of the outstanding equity of Summit Wireless Infrastructure LLC (“Summit”). Summit builds, owns and operates telecommunication infrastructure serving wireless carriers in Mexico. Consideration given to acquire Summit included performance-based shares of common equity valued at $1.1 million, which will vest in full on the third anniversary of the closing date, subject to Summit meeting certain performance targets, and the assumption of Summit’s existing debt. The financial results of Summit are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative liability, contingent consideration, our outstanding notes and other debt, and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at December 31, 2016 and December 31, 2015: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2016 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 2,139,586 — 2,139,586 — Senior secured notes - 6.00% , due April 15, 2023 569,250 — 569,250 — Senior unsecured notes - 8.25%, due October 15, 2023 1,176,600 — 1,176,600 — Senior unsecured notes - 7.125%, due December 15, 2024 404,000 — 404,000 — Derivative liability 6,102 — 6,102 — Contingent consideration 98,600 — — 98,600 Total $ 4,394,138 $ — $ 4,295,538 $ 98,600 (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2015 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,986,198 $ — $ 1,986,198 $ — Senior secured notes - 6.00% , due April 15, 2023 376,000 — 376,000 — Senior unsecured notes - 8.25%, due October 15, 2023 937,950 — 937,950 — Derivative liability 5,427 — 5,427 — Total $ 3,305,575 $ - $ 3,305,575 $ — The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments. The total principal balance of our Notes and other debt was $4.2 billion at December 31, 2016, with a fair value of $4.3 billion. The estimated fair value of the Notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative liabilities are carried at fair value. See Note 7. The fair value of our interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both CS&L's own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative liabilities fall within Level 2 of the fair value hierarchy; however the associated credit valuation adjustments utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by the Company and its counterparties. As of December 31, 2016, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative liabilities valuation in Level 2 of the fair value hierarchy. As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones; therefore, we recorded the estimated fair value of future contingent consideration of $98.6 million as of August 31, 2016. The fair value of the contingent consideration as of August 31, 2016, was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified as Level 3. Changes in the fair value of contingent consideration will be recorded in our Consolidated Statement of Income in the period in which the change occurs. There was no change in the fair value of the contingent consideration as of December 31, 2016. The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2015 Transfers into Level 3 Gain/(Loss) included in earnings Settlements December 31, 2016 Contingent consideration $ — $ 98,600 $ — $ — $ 98,600 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 6. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2016 December 31, 2015 Land Indefinite $ 26,833 $ 26,841 Building and improvements 3 - 40 years 318,967 314,750 Real property interests 50 - 99 years 12,265 - Poles 13 - 40 years 234,393 228,031 Fiber 7 - 40 years 2,243,822 1,948,192 Equipment 5 - 7 years 130,945 - Copper 7 - 40 years 3,538,566 3,475,987 Conduit 13 - 47 years 90,540 89,460 Tower assets 20 - 49 years 4,307 1,209 Capital lease assets See Note 3 89,723 - Construction in progress See Note 3 52,685 4,749 Other assets 15 - 20 years 5,299 4,322 Corporate assets 3 - 7 years 2,731 2,319 6,751,076 6,095,860 Less accumulated depreciation (4,081,039 ) (3,721,100 ) Net property, plant and equipment $ 2,670,037 $ 2,374,760 Capital lease assets above represent fiber leases, where we have the exclusive, unrestricted, and indefeasible right to use one, a pair, or more strands of fiber of a fiber cable. Depreciation expense for the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015 was $ 369.9 million and |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 7. Derivative Instruments and Hedging Activities The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. On April 27, 2015, we entered into interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate Senior Secured Term Loan B facility. These interest rate swaps are designated as cash flow hedges and have a notional value of $2.13 billion and mature on October 24, 2022. The weighted average fixed rate paid is 2.105%, and the variable rate received resets monthly to the one-month LIBOR subject to a minimum rate of 1.0%. The Company does not currently have any master netting arrangements related to its derivative contracts. The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2016 December 31, 2015 Interest rate swaps Derivative liability $ 6,102 $ 5,427 As of December 31, 2016 and December 31, 2015, all of the interest rate swaps were valued in net unrealized loss positions and recognized as liability balances within the derivative liability balance. For the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $ 24.5 million and our Consolidated Statement of Income 23.8 million and Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, beginning January 1, 2017, we estimate that $24 million will be reclassified as an increase to interest expense. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8. Goodwill and Intangible Assets Changes in the carrying amount of goodwill occurring during the year ended December 31, 2016, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2015 $ - $ - Goodwill associated with 2016 acquisitions 262,334 262,334 Goodwill at December 31, 2016 $ 262,334 $ 262,334 The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2016 December 31, 2015 Cost Accumulated Amortization Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ - Finite life intangible assets: Customer lists 188,642 (30,058 ) 34,501 (23,971 ) Total intangible assets 190,642 34,501 Less: Accumulated amortization (30,058 ) (23,971 ) Total intangible assets, net $ 160,584 $ 10,530 Amortization expense for the customer list intangible assets was $ 6.1 million and |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2016 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 9. Notes and Other Debt Notes and other debt is as follows: (Thousands) December 31, 2016 December 31, 2015 Principal amount $ 4,167,967 $ 3,639,300 Less unamortized discount and debt issuance costs (139,753 ) (134,072 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,028,214 $ 3,505,228 Notes and other debt at December 31, 2016 consisted of the following: December 31, 2016 December 31, 2015 (Thousands) Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%) $ 2,107,967 $ (78,699 ) $ 2,129,300 $ (77,105 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (9,817 ) 400,000 (6,767 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (45,599 ) 1,110,000 (50,200 ) Senior unsecured notes - 7.125%, due December 15, 2024 400,000 (5,638 ) - - Total $ 4,167,967 (139,753 ) $ 3,639,300 $ (134,072 ) At December 31, 2016, we had outstanding: (i) $2.1 billion under our senior secured term loan B facility that matures on October 24, 2022 (“Term Loan Facility”); (ii) $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “Secured Notes”); (iii) $1.11 billion aggregate principal amount of 8.25% Senior Notes due October 15, 2023 (the “2023 Notes”); and (iv) $400 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”). Credit Agreement On April 24, 2015 the Company and CSL Capital entered into a credit agreement (the “Credit Agreement”), which provides for the Term Loan Facility (in an initial principal amount of $2.14 billion) and a $500 million senior secured revolving credit facility maturing April 24, 2020 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). On October 21, 2016, the Company and CSL Capital amended the Credit Agreement to, among other things, replace the then outstanding principal amounts of the term loans thereunder with a like aggregate amount of new term loans having substantially similar terms as the then outstanding term loans, other than with respect to the applicable interest rate and the period of time for which prepayment premiums in respect of certain repricing transactions apply. The term loans under the Facilities were originally issued at an issue price of 98.00% of par value, now bear interest at a rate equal to a Eurodollar rate, subject to a 1.0% floor, plus an applicable margin equal to 3.50%, and are subject to amortization of 1.0% per annum. The loans have been incurred by the Company and CSL Capital, are guaranteed by certain of CS&L’s wholly-owned subsidiaries (the “Guarantors”), and are secured by substantially all of the assets of CS&L, CSL Capital and the Guarantors, subject to certain exceptions, which assets also secure the Secured Notes. The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 1.75% to 2.25% based on our consolidated secured leverage ratio, as defined in the Credit Agreement. We are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur incremental term loan borrowings and/or increased commitments under the Credit Agreement in an aggregate amount equal to $150 million plus, an unlimited amount, so long as, on a pro forma basis after giving effect to any such increases, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00. In addition, the Credit Agreement contains customary events of default, including a cross default provision whereby the failure by the Company or certain of its subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Company or certain of its subsidiaries fails to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of December 31, 2016, we were in compliance with all of the covenants under the Credit Agreement. On April 22, 2016, the Company borrowed $321 million under the Revolving Credit Facility to fund the cash portion of consideration paid to acquire PEG Bandwidth and related transaction costs and, on August 26, 2016, the Company borrowed $150 million under the Revolving Credit Facility to fund the cash portion of consideration paid to acquire Tower Cloud and related transaction costs The Notes On April 24, 2015, we, along with CSL Capital, co-issued $400 million aggregate principal amount of the Secured Notes and $1.11 billion aggregate principal amount of the 2023 Notes (together the “Notes”). The Secured Notes were issued at an issue price of 100% of par value, while the 2023 Notes were issued at an issue price of 97.055% of par value. The Notes are guaranteed by the Guarantors. The Notes were issued to Windstream Services as partial consideration for the contribution of the Distribution Systems and the Consumer CLEC Business in connection with the Spin-Off. As such, CS&L did not receive any proceeds from the issuance of the Notes. The issuance of the Notes and their exchange by Windstream Services for certain of its outstanding indebtedness were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but were exempt from registration under Rule 144A, Regulation S and other applicable exemptions of the Securities Act. Pursuant to a registration rights agreement entered into by the Company in connection with the sale of the 2023 Notes, the Company subsequently filed with the SEC a registration statement relating to an exchange offer pursuant to which 2023 Notes due 2023 (the “Exchange Notes”) that were registered with the SEC, were offered in exchange for 2023 Notes tendered by the holders of those notes. The terms of the Exchange Notes are substantially identical to the terms of the 2023 Notes in all material respects, except that the Exchange Notes are registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and additional interest provision applicable to the 2023 Notes do not apply to the Exchange Notes. The exchange offer was completed on September 2, 2015, with all outstanding 2023 Notes being tendered and exchanged for Exchange Notes. On June 9, 2016, we, along with CSL Capital, co-issued an additional $150 million aggregate principal amount of 6.00% Senior Secured Notes (the “add-on Notes”) as an add-on to the Company’s existing Secured Notes. The add-on Notes were issued at an issue price of 99.25% of par value, are subject to the same customary covenant requirements as the existing Secured Notes, and are guaranteed by the Guarantors. The issuance of the add-on Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), but was exempt from registration under Rule 144A, Regulation S and other applicable exemptions of the Securities Act. Proceeds from the issuance of the add-on Notes were used to repay existing borrowings under the Revolving Credit Facility. On December 15, 2016, we, along with CSL Capital, co-issued $400 million aggregate principal amount of the 2024 Notes 2024 Notes 2024 Notes Deferred Financing Cost Deferred financing costs were incurred in connection with the issuance of the Notes and the Facilities. These costs are amortized using the effective interest method over the term of the related indebtedness, and are included in interest expense in our Consolidated Statement of Income. For the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015, we recognized $7.8 million and $4.8 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs. Aggregate annual maturities of our long-term obligations at December 31, 2016 are as follows: (Thousands) 2017 $ 21,133 2018 21,133 2019 21,133 2020 21,133 2021 21,133 Thereafter 4,062,302 Total $ 4,167,967 As discussed in Note 6, we have acquired property pursuant to capital leases. At December 31, 2016, future minimum lease payments under capital lease obligations are as follows: (Thousands) 2017 $ 7,313 2018 7,115 2019 7,125 2020 6,655 2021 6,262 Thereafter 60,495 Total minimum payments 94,965 Less amount representing interest (40,430 ) Total $ 54,535 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation The Company’s Board of Directors adopted the 2015 Equity Incentive Plan (the “Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units. In connection with the Spin-Off, the Company issued 538,819 restricted shares and 70,889 performance-based restricted stock units to employees of Windstream in accordance with the terms of the Employee Matters Agreement between the Company and Windstream. Under the Employee Matters Agreement, which governs the compensation and employee benefit obligations of CS&L and Windstream with respect to the current and former employees of each company, employees of Windstream who held equity awards as of the date of the Spin-Off were entitled to receive equity awards of CS&L in the same proportion as if the equity awards had been common shares on the date of the Spin-Off. The CS&L awards issued have the same form and vesting requirements as the underlying Windstream awards. For the purposes of vesting in the CS&L awards, continued service with Windstream is deemed to be continued service with CS&L. We do not recognize any compensation expense in our Consolidated Statement of Income related to these awards, as none of the employees granted awards provide service to CS&L. At December 31, 2016, 161,588 restricted shares and 16,033 performance-based restricted stock units issued to Windstream employees remained outstanding. Certain employees of CS&L have retained their unvested Windstream awards that were held prior to the Spin-Off. Unrecognized compensation expense related to these awards was $5,100 at December 31, 2016, and will be amortized to compensation expense in our Consolidated Statement of Income on a straight-line basis over the vesting period. For the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015, we recognized $ 63,000 and Restricted Awards During the year ended December 31, 2016, the Company granted 308,146 shares of restricted stock to employees, which had a fair value of $6.3 million as of the date of grant. We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31, 2016, there were 5,110,563 shares available for future issuance under the Equity Plan. The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2015 241,140 $ 25.82 Granted 308,146 $ 20.56 Forfeited (12,419 ) $ 21.42 Vested (42,976 ) $ 26.34 Unvested balance, December 31, 2016 493,891 $ 22.60 $ 12,550 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 30, 2016. The market value as of December 30, 2016 was $25.41 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2016, the final trading day of 2016. The total fair value of shares vesting during the ended December 31, 2016 was $1.1 million. As of December 31, 2016, total unrecognized compensation expense on restricted awards was approximately $7.1 million, and the expense is expected to be recognized over a weighted average vesting period of 1.8 years. Performance Awards The Company grants long-term incentives to members of management in the form of performance-based restricted stock units (“PSUs”) under the Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified performance goals, over a specified performance period, and may range from 0% to 150% of the target shares. The PSUs have a service condition that will expire at the end of the three-year performance period provided that the holder continues to be employed by the Company at the end of the performance period. Holders of PSUs are entitled to dividend equivalents, which will be accrued quarterly and paid in cash upon the vesting of a PSU. Dividend equivalents are forfeited to the extent that the underlying PSU is forfeited. On February 29, 2016, we issued 101,660 PSUs equal to 100% of the target amount, with an aggregate value of $2.1 million on the grant date. The PSUs, in addition to a service condition, are subject to the Company’s performance versus the total return of the MSCI US REIT Index and a triple-net lease peer group, as defined by the Compensation Committee. Upon evaluating the results of the market conditions, the final number of shares is determined and such shares vest based on satisfaction of the service condition. The PSUs are amortized on a straight-line basis over the vesting period. During the year ended December 31, 2016, no PSUs were forfeited due to termination of service. The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2015 60,970 $ 21.82 Granted 101,660 $ 20.71 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2016 162,630 $ 21.13 $ 4,132 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 30, 2016. The market value as of December 30, 2016 was $25.41 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2016, the final trading day of 2016. As of December 31, 2016, total unrecognized compensation expense related to PSUs was approximately $2.1 million, and the weighted-average vesting period was 1.8 years. The fair value of each PSU award is estimated at the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield. Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions used to value the PSUs granted during the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, 2016 Period from April 24 - December 31, 2015 Expected term (years) 3.0 2.9 Expected volatility 48.8 % 26.6 % Expected annual dividend 0.0 % 0.0 % Risk free rate 0.9 % 0.9 % For the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015, we recognized $ 4.8 million and |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions In connection with the Spin-Off, we issued approximately 149.8 million shares of our common stock, par value $0.0001 per share, to Windstream as partial consideration for the contribution of the Distribution Systems and the Consumer CLEC Business. Windstream Holdings distributed approximately 80.4% of the CS&L shares it received to existing stockholders of Windstream Holdings and retained a passive ownership interest of approximately 19.6% of the common stock of CS&L. As a result of this ownership Windstream was deemed to be a related party. On June 15, 2016, Windstream Holdings disposed of 14.7 million shares of our common stock, representing approximately half of its retained ownership interest. On June 24, 2016, Windstream Holdings disposed of its remaining 14.7 million shares of our common stock as part of a public offering. The Company did not receive any proceeds resulting from the disposition of these shares. Accordingly, Windstream is no longer deemed a related party under applicable accounting regulations. Our consolidated financial statements reflect the following transactions with Windstream during the periods in which Windstream was deemed a related party. Revenues For the six months ended June 30, 2016, we recognized leasing revenues of $337.6 million related to the Master Lease. General and Administrative Expenses On April 1, 2016, the TSA ceased and we incurred $19,000 of related TSA expense for the three months ended March 31, 2016. CLEC Operating Expenses During the six months ended June 30, 2016, we incurred expenses of $6.6 million and $0.9 million related to the Wholesale Agreement and Master Services Agreement, respectively. Accounts Receivable there was $1.7 million accounts receivable from Windstream related to the collection of Consumer CLEC Business revenues, net of amounts owed to Windstream under the Wholesale Agreement and Master Services Agreement recorded in accounts receivable on our Consolidated Balance Sheet. Dividend Payable Employee Matters Agreement Tower Purchase Lease Amendment Landlord Funded Capital Expense |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12. Earnings Per Share Our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also issue PSUs; however these units contain forfeitable rights to receive dividends and are therefore considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. During the year ended December 31, 2016, approximately 220,000 PSUs were excluded from the computation of diluted net loss per share because their effect is anti-dilutive as a result of our net loss for this period. For the period from April 24, 2015 through December 31, 2015, approximately 61,000 PSUs were excluded from the computation of diluted earnings per share as their performance conditions had not been met. The earnings per share impact of the Series A Shares ( See Note 17 The following sets forth the computation of basic and diluted earnings per share under the two-class method: (Thousands, except per share data) Year Ended December 31, 2016 Period from April 24 - December 31, 2015 Basic earnings per share: Numerator: Net (loss) income $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (1,743 ) - Amortization of discount on convertible preferred stock (1,985 ) - Net (loss) income applicable to common shares $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 152,473 149,835 Basic (loss) earnings per common share $ (0.04 ) $ 0.16 (Thousands, except per share data) Year Ended December 31, 2016 Period from April 24 - December 31, 2015 Diluted earnings per share: Numerator: Net (loss) income $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (1,743 ) - Amortization of discount on convertible preferred stock (1,985 ) - Net (loss) income applicable to common shares $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 152,473 149,835 Effect of dilutive non-participating securities — — Weighted-average shares for dilutive earnings per common share 152,473 149,835 Dilutive (loss) earnings per common share $ (0.04 ) $ 0.16 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information As of December 31, 2016, our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as operating business segments: Leasing, Fiber Infrastructure and Consumer CLEC. Our Leasing segment represents our REIT operations, including the results of our tower and ground lease operations and corporate expenses not directly attributable to our other operating segments. The Fiber Infrastructure segment represents the operations of the Uniti Fiber business, as well as corporate expenses directly attributable to the operations of that business, and the Consumer CLEC segment represents the operations of our Consumer CLEC Business and corporate expenses directly attributable to the operation of that business. We determined that each of these operating segments represents a reportable segment. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure defined as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the impact, which may be recurring in nature, of transaction and integration related expenses, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, changes in the fair value of contingent consideration and financial instruments, and other similar items. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP. Selected financial data related to our segments is presented below for the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, 2016 (Thousands) Leasing Fiber Infrastructure Consumer CLEC Subtotal of Reportable Segments Revenues $ 677,368 $ 70,568 $ 22,472 $ 770,408 Adjusted EBITDA $ 659,198 $ 25,912 $ 5,074 $ 690,184 Less: Interest expense 275,394 Depreciation and amortization 344,083 28,629 3,258 375,970 Transaction related costs 33,669 Stock-based compensation 4,846 Income tax expense 517 Net loss $ (212 ) Capital expenditures (1) $ 15,437 $ 31,006 $ - $ 46,443 Period from April 24, 2015 to December 31, 2015 (Thousands) Leasing Consumer CLEC Subtotal Revenues $ 458,614 $ 17,700 $ 476,314 Adjusted EBITDA $ 449,340 $ 3,957 $ 453,297 Less: Interest expense 181,797 Depreciation and amortization 236,177 2,571 238,748 Transaction related costs 5,210 Stock-based compensation 1,934 Income tax expense 738 Net income $ 24,870 Capital expenditures (1) $ 44,413 $ - $ 44,413 (1) Segment capital expenditures represents acquisition of ground lease investments and other capital expenditures as reported in the investing activities section of the Statement of Cash Flows. Total assets by business segment as of December 31, 2016 and December 31, 2015 are as follows: (Thousands) December 31, 2016 December 31, 2015 Leasing $ 2,390,431 $ 2,527,915 Fiber Infrastructure 914,082 - Consumer CLEC 14,239 14,721 Subtotal of reportable segments $ 3,318,752 $ 2,542,636 Following the acquisition of Network Management Holdings, LTD in the first quarter of 2017, the Company now manages and reports our operations in four reportable business segment: Leasing, Fiber Infrastructure, Towers and Consumer CLEC. This change in segments aligns with how management, including our Chief Operating Decision maker, evaluates the performance of our businesses and make decisions regarding the allocation of resources. We will recast prior period segment data to conform to this new presentation beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. We have fiber lease agreements and office space lease agreements under non-cancelable operating leases. Rental expense under operating leases approximated $834,000 for the year ended December 31, 2016 and $132,000 for the period from April 24, 2015 to December 31, 2015. Future minimum payments, by year and in the aggregate, under non-cancellable operating leases with initial or remaining lease terms of one year or more, are as follows: (Thousands) 2017 $ 15,483 2018 11,390 2019 7,450 2020 4,840 2021 2,030 Thereafter 5,579 Total $ 46,772 Pursuant to the Separation and Distribution Agreement, Windstream has agreed to indemnify us (including our subsidiaries, directors, officers, employees and agents and certain other related parties) for any liability arising from or relating to legal proceedings involving Windstream's telecommunications business prior to the Spin-Off, and, pursuant to the Master Lease, Windstream has agreed to indemnify us for, among other things, any use, misuse, maintenance or repair by Windstream with respect to the Distribution Systems. Windstream is currently a party to various legal actions and administrative proceedings, including various claims arising in the ordinary course of its telecommunications business, which are subject to the indemnities provided by Windstream to us. Under the terms of the Tax Matters Agreement entered into with Windstream, we are generally responsible for any taxes imposed on Windstream that arise from the failure of the Spin-Off and the debt exchanges to qualify as tax-free for U.S. federal income tax purposes, within the meaning of Section 355 and Section 368(a)(1)(D) of the Code, as applicable, to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, indebtedness, assets or business, or a breach of the relevant representations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS in connection with the request for the private letter ruling or the representations provided in connection with the tax opinion. We believe that the probability of us incurring obligations under the Tax Matters Agreement are remote; and therefore, have recorded no such liabilities in our consolidated balance sheet. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Note 15. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income by component is as follows for the year ended December 31, 2016: (Thousands) Currency Translation Adjustment Changes in Fair Value of Effective Cash Flow Hedge (Note 7) Total Beginning balance at December 31, 2015 $ — $ (5,427 ) $ (5,427 ) Other comprehensive loss before reclassifications (267 ) (24,465 ) (24,732 ) Amounts reclassified from accumulated other comprehensive income — 23,790 23,790 Ending balance at December 31, 2016 $ (267 ) $ (6,102 ) $ (6,369 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes We have elected on our U.S. federal income tax return for the taxable year ending December 31, 2015 to be treated as a REIT and thus have no provision for U.S. federal income tax related to activities of the REIT and its passthrough subsidiaries. The REIT and certain of its subsidiaries are subject to certain state and local income taxes, franchise taxes, and gross receipts taxes. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax expense (benefit) for the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015 as reported in the accompanying Consolidated Statement of Income was comprised of the following: Year Ended Period from (Thousands) December 31, 2016 April 24 - December 31, 2015 Current Federal $ 1,596 $ 1,208 State 1,107 741 Total current expense 2,703 1,949 Deferred Federal (1,488 ) (770 ) State (698 ) (441 ) Total deferred expense (2,186 ) (1,211 ) Total income tax expense $ 517 $ 738 An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended Period from (Thousands) December 31, 2016 April 24 - December 31, 2015 Income from continuing operations, before tax $ 305 $ 24,795 Income tax at U.S. statutory federal rate 107 8,665 Increases (decreases) resulting from: State taxes, net of federal benefit (224 ) 266 Benefit of REIT status (4,016 ) (8,193 ) Capitalized transaction costs (3,915 ) - Change in valuation allowance 8,176 - Adjustment of deferred tax balances 149 - Permanent differences 52 - Rate differential 188 - Income tax expense $ 517 $ 738 The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status as a REIT, certain capitalized costs incurred to acquire assets that were transferred to a TRS, and changes in valuation allowance related to deferred tax assets of a TRS. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2016 December 31, 2015 Deferred tax assets: Deferred revenue $ 4,244 $ 90 Accrued bonuses 520 - Goodwill 1,886 - Stock based compensation 179 - Accrued expenses and other 802 - Asset retirement obligation 790 - Inventory reserve 401 - Net operating loss carryforwards 39,916 - Deferred tax assets 48,738 90 Valuation allowance (8,176 ) - Deferred tax assets, net of valuation allowance 40,562 90 Deferred tax liabilities: Property, plant & equipment $ (20,923 ) $ (1,759 ) Customer list intangible (47,721 ) (4,045 ) Other intangible amortization (137 ) - Other (175 ) - Deferred tax liabilities $ (68,956 ) $ (5,804 ) Deferred tax asset (liability), net $ (28,394 ) $ (5,714 ) A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount that we believe is more likely than not to be realized. The valuation allowance at December 31, 2016 primarily relates to net operating loss carryforwards (“NOL”s) of one of our TRSs. On August 31, 2016 we acquired 100% of the outstanding equity of Tower Cloud, Inc., which had federal . A net deferred tax liability of $24.8 million was recorded in connection with the acquisition, which is primarily related to the excess of the recorded amounts for Property, Plant & Equipment and Intangible Assets over their respective historical tax bases. We have total federal NOL carryforwards as of December 31, 2016 of approximately $102.9M which will expire between 2026 and 2036. The Company has no liability for unrecognized tax benefits or tax-related penalties or interest at December 31, 2016 and does not expect a significant change in the balance of unrecognized tax benefits within the next 12 months. With the exception of Tower Cloud, Inc., our 2015 returns remain open to examination. As Tower Cloud, Inc. has NOLs available to carry forward, the applicable tax years will generally remain open to examination several years after the applicable loss carryforwards have been utilized or expire. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Capital Stock | Note 17. Capital Stock On August 31, 2016, we issued 1.9 million shares of our common stock, par value $0.0001 per share, as partial consideration for all outstanding equity interests of Tower Cloud. See Note 4. On June 24, 2016, in connection with Windstream’s disposition of its retained ownership interest in CS&L pursuant to the public offering (See Note 11), we issued 2.2 million additional shares of our common stock. The shares were sold at a public offering price of $26.01, resulting in proceeds to the Company of $54.8 million, net of underwriting discounts and commissions, which were used to repay existing borrowings under our Revolving Credit Facility. On May 2, 2016, we issued 1 million shares of our common stock, par value $0.0001 per share, as partial consideration for all outstanding equity interests of PEG Bandwidth. See Note 4. In addition, we issued 87,500 shares of the Company’s 3% Series A Convertible Preferred Stock, $0.0001 par value (“Series A Shares”), with a liquidation value of $87.5 million. The Series A Shares are non-voting and entitle the holders to receive cumulative dividends at the rate per annum of 3.0%, payable in cash. Holders of the Series A Shares have the option to convert at any time after three years, or are mandatorily convertible after eight years at a conversion rate of 28.5714 shares of common stock per Series A Share, subject to adjustment for certain dilutive events not to exceed a conversion rate of 50.5305 shares of common stock per Series A Share. The Series A Shares provide us the option to cash or share settle, and it is our policy to settle in cash upon conversion. Upon liquidation, each holder of the Series A Shares shall be entitled to receive the liquidation preference per share of $1,000 plus an amount equal to the accumulated and unpaid dividends on such shares. The Series A Shares were recorded at inception on the Consolidated Balance Sheet as mezzanine equity at fair value. We are authorized to issue up to 500,000,000 shares of voting common stock and 50,000,000 shares of preferred stock, of which 155,138,637 and 0 shares, respectively, were outstanding at December 31, 2016. We had 344,861,363 shares of voting common stock available for issuance at December 31, 2016. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 18. Dividends (Distributions) Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015 our common stock distribution per share was $2.40 and $1.04, respectively, characterized as follows: Year Ended Period from December 31, 2016 April 24 - December 31, 2015 Ordinary dividends $ 1.31 $ 0.87 Non-dividend distributions 1.09 0.17 Total $ 2.40 $ 1.04 |
Future Minimum Rents
Future Minimum Rents | 12 Months Ended |
Dec. 31, 2016 | |
Leases Operating [Abstract] | |
Future Minimum Rents | Note 19. Future Minimum Rents Future minimum lease payments to be received, excluding operating expense reimbursements, from tenant under non-cancelable operating leases as of December 31, 2016, are as follows: (Thousands) 2017 $ 657,103 2018 660,883 2019 664,727 2020 668,578 2021 671,845 Thereafter 5,769,327 Total $ 9,092,463 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 20. Employee Benefit Plan We sponsor a defined contribution plan under section 401(k) of the Internal Revenue Code, which covers employees who are 21 years of age and over. Under this plan, we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation. Employees vest in our contribution immediately. Our expense related to the plan recognized for the year ended December 31, 2016 and for the period April 24, 2015 to December 31, 2015 was $0.4 million and We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section 301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events On January 31, 2017, Uniti Towers completed the previously announced acquisition of NMS. NMS owns and operates wireless communications towers in Latin America with an additional build-to-suit tower sites under development. The NMS portfolio spans across Mexico, Nicaragua, and Colombia. The consideration for the wireless towers currently in operation was $62.6 million, which was funded through cash on hand. Under the terms of the purchase agreement, Uniti Towers will acquire the rights to towers under development when construction is completed. With the addition of NMS, the Uniti Towers portfolio now consists of 468 wireless communication towers. On February 9, 2017, we completed a repricing of our Term Loan Facility. The repricing decreases the interest rate by 50 basis points to LIBOR plus 3.00% per annum with a minimum LIBOR rate of 1.0%. Our interest rate swap agreements are unaffected by this repricing and effectively fix the interest rate on our Term Loan Facility at 5.1%. On February 23, 2017, we announced a definitive agreement to acquire Hunt Telecommunications, LLC (“Hunt”) for initial consideration of $114.5 million in cash and approximately two million operating partnership units . Hunt is a leading provider of data transport to K-12 schools and government agencies with a dense fiber network in Louisiana. fund the cash portion of the transaction through cash on hand and borrowings under our revolving credit facility. The transactions is expected to close during the third quarter of 2017 and is subject |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Disclosure [Abstract] | |
Supplemental Guarantor Information | Note 22. Supplemental Guarantor Information Pursuant to SEC Regulation S-X Rule 3-10 “Financial statements of guarantors and issuers of guaranteed securities registered or being registered,” the Company is required to provide condensed consolidating financial information for CSL Capital and the Guarantors because the Exchange Notes (see Note 9) and the guarantees thereof were registered with the SEC under the Securities Act. While the condensed consolidating financial information presented below is in respect of our Exchange Notes only, our Secured Notes, 2024 Notes and senior credit facilities under the Credit Agreement are guaranteed by the Guarantors. These guarantees are full and unconditional as well as joint and several. All property assets and related operations of the Guarantors are pledged as collateral under the Secured Notes and Credit Agreement and the Guarantors are subject to restrictions on certain investments and payments. Subject to the terms and provisions of the debt agreements, in certain circumstances, a Guarantor may be released from its guarantee obligation including, upon the sale or transfer of any portion of its equity interest or all or substantially all of its property, and upon any Guarantor being designated an Unrestricted Subsidiary, as defined in the Credit Agreement, or otherwise no longer being required to remain a Guarantor given its size or regulatory restrictions. Certain amounts in the prior period have been revised to correct errors identified during the fourth quarter 2016 that relate to prior periods. Specifically, immaterial adjustments were made to properly reflect the Guarantor’s proportionate share in net assets of Non-Guarantor entities. The adjustments have no impact on the consolidated results of the Company. The following information summarizes our Condensed Consolidating Balance Sheets as of December 31, 2016 and December 31, 2015, Condensed Consolidating Statement of Comprehensive Income (Loss) for the year ended December 31, 2016 and , and the Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2016 and : Condensed Consolidating Balance Sheet As of December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,975,455 $ 694,582 $ — $ 2,670,037 Cash and cash equivalents 131,145 — 32,426 8,183 — 171,754 Accounts receivable, net (3 ) — 8,989 6,295 — 15,281 Affiliate receivable — — — 2,413 (2,413 ) — Goodwill — — 145,054 117,280 — 262,334 Intangible assets, net — — 37,033 123,551 — 160,584 Straight-line revenue receivable — — 29,084 4 — 29,088 Investment in consolidated subsidiaries 2,801,234 2,036,717 761,609 - (5,599,560 ) — Other assets 1,066 — 6,567 2,041 — 9,674 Total Assets $ 2,933,442 $ 2,036,717 $ 2,996,217 $ 954,349 $ (5,601,973 ) $ 3,318,752 Liabilities and Shareholders' (Deficit) Equity: Liabilities: Accounts payable, accrued expenses and other liabilities $ — $ — $ 25,081 $ 15,896 $ — $ 40,977 Accrued interest payable 27,812 27,812 — — (27,812 ) 27,812 Deferred revenue — — 157,857 103,547 — 261,404 Derivative liability 6,102 6,102 — — (6,102 ) 6,102 Affiliate payable — — 2,413 — (2,413 ) — Dividends payable 94,607 — — — — 94,607 Deferred income taxes — — 1,603 26,791 — 28,394 Capital lease obligations — — 47,977 6,558 — 54,535 Contingent consideration 98,600 — — — — 98,600 Notes and other debt, net 4,028,214 4,028,214 — — (4,028,214 ) 4,028,214 Total liabilities 4,255,335 4,062,128 234,931 152,792 (4,064,541 ) 4,640,645 Convertible preferred stock 80,552 — — — — 80,552 Shareholders' (Deficit) Equity: Common stock 15 — — — — 15 Additional paid-in capital 141,092 — — — — 141,092 Accumulated other comprehensive income (6,369 ) (6,102 ) — (267 ) 6,369 (6,369 ) Distributions in excess of earnings (1,537,183 ) (2,019,309 ) 2,761,286 801,824 (1,543,801 ) (1,537,183 ) Total shareholders' deficit (1,402,445 ) (2,025,411 ) 2,761,286 801,557 (1,537,432 ) (1,402,445 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,933,442 $ 2,036,717 $ 2,996,217 $ 954,349 $ (5,601,973 ) $ 3,318,752 Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,841,712 $ 533,048 $ — $ 2,374,760 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 510,093 — (5,427,451 ) — Other assets — — 672 298 — 970 Total Assets $ 2,458,696 $ 2,458,679 $ 2,505,094 $ 547,769 $ (5,427,602 ) $ 2,542,636 Liabilities and Shareholders' (Deficit) Equity: Accounts payable, accrued expenses and other liabilities $ — $ — $ 9,204 $ 1,205 $ — $ 10,409 Accrued Interest payable 24,440 24,440 — — (24,440 ) 24,440 Deferred Revenue — — 44,862 22,955 — 67,817 Derivative liability 5,427 5,427 — — (5,427 ) 5,427 Affiliate payable — — — 151 (151 ) — Dividends payable 90,507 — — — — 90,507 Deferred income taxes — — 1,677 4,037 — 5,714 Notes and other debt, net 3,505,228 3,505,228 — — (3,505,228 ) 3,505,228 Total liabilities 3,625,602 3,535,095 55,743 28,348 (3,535,246 ) 3,709,542 Common Stock 15 — — — — 15 Additional paid-in capital 1,392 — — — — 1,392 Accumulated other comprehensive income (5,427 ) (5,427 ) — — 5,427 (5,427 ) Distributions in excess of earnings (1,162,886 ) (1,070,989 ) 2,449,351 519,421 (1,897,783 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 2,449,351 519,421 (1,892,356 ) (1,166,906 ) Total Liabilities and Shareholders' (Deficit) Equity $ 2,458,696 $ 2,458,679 $ 2,505,094 $ 547,769 $ (5,427,602 ) $ 2,542,636 Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 674,683 $ 2,685 $ — $ 677,368 Fiber Infrastructure 57,030 13,538 70,568 Consumer CLEC — — — 22,472 — 22,472 Total revenues — — 731,713 38,695 — 770,408 Costs and Expenses: Interest expense 267,959 273,022 7,046 389 (273,022 ) 275,394 Depreciation and amortization — — 279,507 96,463 — 375,970 General and administrative expense 4,829 — 28,161 2,412 — 35,402 Operating expense (exclusive of depreciation, accretion and amortization) — — 25,666 24,002 — 49,668 Transaction related costs 3,945 — 29,566 158 — 33,669 Total costs and expenses 276,733 273,022 369,946 123,424 (273,022 ) 770,103 Earnings from consolidated subsidiaries 276,521 288,468 (85,755 ) — (479,234 ) — (Loss) income before income taxes (212 ) 15,446 276,012 (84,729 ) (206,212 ) 305 Income tax expense — — 647 (130 ) — 517 Net (loss) income $ (212 ) $ 15,446 $ 275,365 $ (84,599 ) $ (206,212 ) $ (212 ) Comprehensive (loss) income $ (1,154 ) $ 14,771 $ 275,365 $ (84,866 ) $ (205,270 ) $ (1,154 ) Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ — $ — $ 458,334 $ 280 $ — $ 458,614 Consumer CLEC — — — 17,700 — 17,700 Total revenues — — 458,334 17,980 — 476,314 Costs and Expenses: Interest expense 181,797 181,797 — — (181,797 ) 181,797 Depreciation and amortization — — 173,648 65,100 — 238,748 General and administrative expense 1,934 — 9,274 — — 11,208 Operating expense (exclusive of depreciation, accretion and amortization) — — — 13,743 — 13,743 Transaction related costs — — 5,210 — — 5,210 Total costs and expenses 183,731 181,797 188,132 78,843 (181,797 ) 450,706 Earnings (losses) from consolidated subsidiaries 208,601 208,601 (62,249 ) — (354,953 ) — (Loss) Income before income taxes 24,870 26,804 207,953 (60,863 ) (173,156 ) 25,608 Income tax expense — — 201 537 — 738 Net (loss) income $ 24,870 $ 26,804 $ 207,752 $ (61,400 ) $ (173,156 ) $ 24,870 Comprehensive (loss) income $ 19,443 $ 21,377 $ 207,752 $ (61,400 ) $ (167,729 ) $ 19,443 Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by (used in) operating activities $ (59,076 ) $ — $ 626,147 $ 18,686 $ (209,769 ) $ 375,988 Cash flow from investing activities Acquisition of businesses, net of cash acquired — — (315,494 ) (173,294 ) — (488,788 ) Acquisition of ground lease investments — — — (11,543 ) — (11,543 ) Other capital expenditures — — (14,567 ) (20,333 ) — (34,900 ) Net cash used in investing activities — — (330,061 ) (205,170 ) — (535,231 ) Cash flow from financing activities Principal payment on debt (22,027 ) — — — — (22,027 ) Dividends paid (367,830 ) — — — — (367,830 ) Proceeds from issuance of Notes 548,875 — — — — 548,875 Borrowings under revolving credit facility 641,000 — — — — 641,000 Payments under revolving credit facility (641,000 ) — — — — (641,000 ) Capital lease payments — — (1,357 ) (192 ) — (1,549 ) Deferred financing costs (20,557 ) — — — — (20,557 ) Common stock issuance, net of costs 54,213 — — — — 54,213 Net share settlement (2,359 ) — — — — (2,359 ) Intercompany transactions, net (111 ) — (402,500 ) 192,842 209,769 — Net cash provided (used in) by financing activities 190,204 — (403,857 ) 192,650 209,769 188,766 Effect of exchange rates on cash and cash equivalents — — — (267 ) — (267 ) Net increase (decrease) in cash and cash equivalents 131,128 — (107,771 ) 5,899 — 29,256 Cash and cash equivalents, December 31, 2015 17 — 140,197 2,284 142,498 Cash and cash equivalents, December $ 131,145 $ — $ 32,426 $ 8,183 $ — $ 171,754 Condensed Consolidating Statement of Cash Flows For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by operating activities $ 106,332 $ — $ 426,719 $ 13,519 $ (253,362 ) $ 293,208 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) — — — — (1,035,029 ) Capital expenditures - other — — (33,178 ) (11,235 ) — (44,413 ) Net cash used in investing activities (1,035,029 ) — (33,178 ) (11,235 ) — (1,079,442 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 — — — — 1,127,000 Deferred financing costs (30,057 ) — — — — (30,057 ) Principal payment on debt (10,700 ) — — — — (10,700 ) Common stock issuance costs (543 ) — — — — (543 ) Net share settlement (113 ) (113 ) Dividends paid (156,854 ) — — — — (156,854 ) Intercompany transactions, net — — (253,362 ) — 253,362 — Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by financing activities 928,714 — (253,362 ) — 253,362 928,714 Net increase in cash and cash equivalents 17 — 140,179 2,284 — 142,480 Cash and cash equivalents, April 24, 2015 — — 18 — — 18 Cash and cash equivalents, December $ 17 $ — $ 140,197 $ 2,284 $ — $ 142,498 |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (unaudited) | Note 23. Quarterly Results of Operations (unaudited) Selected quarterly information for each of the four quarters in the year ended December 31, 2016: 2016 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 174,675 $ 188,573 $ 200,240 $ 206,920 Income (loss) before income taxes 8,480 (1,208 ) (2,215 ) (4,752 ) Net income (loss) 8,036 (1,535 ) (2,343 ) (4,370 ) Net income (loss) applicable to common shareholders 7,681 (2,871 ) (4,144 ) (6,163 ) Basic earnings (loss) per common share $ 0.05 $ (0.02 ) $ (0.03 ) $ (0.04 ) Diluted earnings (loss) per common share $ 0.05 $ (0.02 ) $ (0.03 ) $ (0.04 ) Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 Selected quarterly information for period from April 24, 2015 to December 31, 2015: 2015 Period from Third Fourth (Thousands, except per share data) April 24 - June 30, 2015 Quarter Quarter Total revenues $ 128,748 $ 173,634 $ 173,932 Income before income taxes 8,532 9,671 7,405 Net income 8,301 9,403 7,166 Net income applicable to common shareholders 7,976 8,973 6,769 Basic earnings per common share $ 0.05 $ 0.06 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.06 $ 0.05 Dividends declared per common share $ 0.44 $ 0.60 $ 0.60 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Consumer CLEC Business | |
Description of Business | Note 1. Description of Business Communications Sales & Leasing, Inc. (the “Company,” “CS&L,” “we,” “us” or “our”) was incorporated in the state of Delaware in February 2014 and reorganized in the state of Maryland on September 4, 2014. On April 24, 2015, in connection with the separation and spin-off of CS&L from Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) and a small consumer competitive local exchange carrier (“CLEC”) business (the “Consumer CLEC Business”) to CS&L in exchange for cash, shares of common stock of CS&L and certain indebtedness of CS&L (the “Spin-Off”). The Consumer CLEC Business, which historically has been reported as an integrated operation within Windstream, offers voice, broadband, long-distance, and value-added services to residential customers located primarily in rural locations. Substantially all of the network assets used to provide these services to customers are contracted through interconnection agreements with other telecommunications carriers. Prior to the Spin-Off, Windstream ceased accepting new residential customers in the service areas covered by the Consumer CLEC Business. |
Allocations
Allocations | 12 Months Ended |
Dec. 31, 2016 | |
Consumer CLEC Business | |
Allocations [Line Items] | |
Allocations | Note 4. Allocations As described in Note 2, the accompanying Statements of Revenues and Direct Expenses of the Consumer CLEC Business include all direct costs incurred in connection with the operation of the Consumer CLEC Business for which specific identification was practicable. In addition, certain costs incurred by Windstream to operate the Consumer CLEC Business for which specific identification was not practicable have been allocated based on revenues and sales. These allocated expenses are included in “Cost of revenues” and “Selling, general and administrative.” General and administrative costs incurred by Windstream not directly related to the Consumer CLEC Business have not been allocated to these operations. Costs not allocated include amounts related to executive management, accounting, treasury and cash management, data processing, legal, human resources and certain occupancy costs. |
Condensed Financial Information
Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | Communications Sales & Leasing, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Balance Sheets (Thousands, except par value) December 31, 2016 December 31, 2015 Assets: Cash and cash equivalents $ 131,145 $ 17 Accounts receivable, net (3 ) - Other assets 1,066 - Investment in consolidated subsidiaries 2,801,234 2,458,679 Total Assets $ 2,933,442 $ 2,458,696 Liabilities: Accrued interest payable $ 27,812 $ 24,440 Derivative liability 6,102 5,427 Dividends payable 94,607 90,507 Contingent consideration 98,600 — Notes and other debt, net 4,028,214 3,505,228 Total liabilities 4,255,335 3,625,602 Convertible Preferred Stock , Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value 80,552 Shareholders' Deficit: Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding - - Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 155,139 shares at December 31, 2016 and 149,862 at December 31, 2015 15 15 Additional paid-in capital 141,092 1,392 Accumulated other comprehensive income (6,369 ) (5,427 ) Distributions in excess of accumulated earnings (1,537,183 ) (1,162,886 ) Total shareholders' deficit (1,402,445 ) (1,166,906 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,933,442 $ 2,458,696 See notes to Consolidated Financial Statements of CS&L, Inc. included in Financial Statements and Supplementary Data. Communications Sales & Leasing, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Statements of Comprehensive Income Year Ended Period from (Thousands) December 31, 2016 April 24 - December 31, 2015 Costs and Expenses: Interest expense $ 267,959 $ 181,797 General and administrative expense 4,829 1,934 Transaction related costs 3,945 - Total costs and expenses 276,733 183,731 Operating loss (276,733 ) (183,731 ) Earnings from consolidated subsidiaries 276,521 208,601 (Loss) income before income taxes (212 ) 24,870 Net (loss) income (212 ) 24,870 Comprehensive (loss) income $ (1,154 ) $ 19,443 See notes to Consolidated Financial Statements of CS&L, Inc. included in Financial Statements and Supplementary Data. Communications Sales & Leasing, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Statements of Cash Flows Year Ended Period from (Thousands) December 31, 2016 April 24 - December 31, 2015 Cash flow from operating activities Net (loss) income $ (212 ) $ 24,870 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Amortization of deferred financing costs 7,823 4,832 Amortization of debt discount 8,179 5,172 Equity in earnings from subsidiaries (276,521 ) (208,601 ) Distributions from subsidiaries 194,500 253,362 Stock-based compensation 4,846 1,934 Changes in: Accounts receivable 3 - Other assets (1,066 ) - Accounts payable, accrued expenses and other liabilities 3,372 24,763 Net cash (used in) provided by operating activities (59,076 ) 106,332 Cash flow from investing activities Acquisition of businesses, net of cash acquired - - Consideration paid to Windstream Services - (1,035,029 ) Capital expenditures - - Net cash used in investing activities - (1,035,029 ) Cash flow from financing activities Principal payment on debt (22,027 ) (10,700 ) Dividends paid (367,830 ) (156,854 ) Proceeds from issuance of Term Loans - 1,127,000 Proceeds from issuance of Notes 548,875 - Borrowings under revolving credit facility 641,000 - Payments under revolving credit facility (641,000 ) - Capital lease payments - - Deferred financing costs (20,557 ) (30,057 ) Common stock issuance, net of costs 54,213 (543 ) Net share settlement (2,359 ) (113 ) Intercompany transactions, net (111 ) - Cash in-lieu of fractional shares - (19 ) Net cash provided by investing activities 190,204 928,714 Effect of exchange rates on cash and cash equivalents - - Net increase in cash and cash equivalents 131,128 17 Cash and cash equivalents at beginning of period 17 - Cash and cash equivalents at end of period $ 131,145 $ 17 See notes to Consolidated Financial Statements of CS&L, Inc. included in Financial Statements and Supplementary Data. Communications Sales & Leasing, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Background and Basis of Presentation |
Schedule II _ Valuation and Qua
Schedule II – Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II – Valuation and Qualifying Account | Communications Sales and Leasing, Inc. Schedule II – Valuation and Qualifying Accounts (dollars in thousands) Column A Column B Column C Column D Column E Additions Description Balance at Beginning of Period Charged to Cost and Expenses Charged to Other Deductions Balance at End of Period Valuation allowance for deferred tax assets: Year Ended December 31, 2016 $ - $ - $ 8,176 $ - $ 8,176 Period from April 24 - December 31, 2015 $ - $ - $ - $ - $ - |
Schedule III _ Real Estate Inve
Schedule III – Real Estate Investments and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III – Real Estate Investments and Accumulated Depreciation | Communications Sales and Leasing, Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2016 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Initial cost to company (1) Cost capitalized subsequent to acquisition (1) (3) Gross Amount Carried at Close of Period Life on which Depreciation in Latest Income Description Encumbrances Distribution Systems Improvements Carry Costs Distribution Systems Total Accumulated Depreciation Date of Construction (2) Date Acquired (2) Statements is Computed Land $ — (1) (1) (1) $ 26,833 $ (201 ) (2) (2) Building and improvements — (1) (1) (1) 318,616 (148,432 ) (2) (2) 3 - 40 years Poles — (1) (1) (1) 234,393 (173,441 ) (2) (2) 13 - 40 years Fiber — (1) (1) (1) 2,024,564 (820,389 ) (2) (2) 7 - 40 years Copper — (1) (1) (1) 3,538,565 (2,856,327 ) (2) (2) 7 - 40 years Conduit — (1) (1) (1) 89,661 (54,487 ) (2) (2) 13 - 47 years Towers — (1) (1) (1) 4,307 (659 ) (2) (2) 20 - 49 years Real property interest — (1) (1) (1) 12,265 (94 ) (2) (2) 50 - 99 years Other assets — (1) (1) (1) 5,299 (718 ) (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 1,745 — (2) (2) (1) (2) (3) Tenant capital improvements (4) $ 157.0 (4) Communications Sales and Leasing, Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2016 (dollars in thousands) 2016 Gross amount at beginning $ 6,093,541 Additions during period: Tenant capital improvements 156,972 Acquisitions 15,848 Other - Total additions 172,820 Deductions during period: Cost of real estate sold or disposed 10,113 Other - Total deductions 10,113 Balance at end $ 6,256,248 2016 Gross amount of accumulated depreciation at beginning $ 3,720,890 Additions during period: Depreciation 343,971 Other - Total additions 343,971 Deductions during period: Amount of accumulated depreciation for assets sold or disposed Other 10,113 Total deductions 10,113 Balance at end $ 4,054,748 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |
Use of Estimates | Use of Estimates |
Property, Plant and Equipment | Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a capital lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. Certain Distribution System property, plant and equipment are depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of capital lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation will begin once the construction period has ceased and the related asset has been placed into service, in which it will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject to the Master Lease are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. |
Tenant Capital Improvements | Tenant Capital Improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Asset Retirement Obligations | Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the consolidated statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivatives and Hedging |
Customer List Intangible Assets | Customer List Intangible Assets |
Foreign Currency Translation | Foreign Currency Translation |
Reclassifications | Reclassifications |
Transaction Related Costs | Transaction Related Costs |
Debt Issuance Costs | Debt Issuance Costs |
Revenue Recognition | Revenue Recognition We evaluate the collectability of straight-line rent receivables and record a provision for doubtful accounts if management believes the receivables to be uncollectible. At December 31, 2016 and December 31, 2015, no allowance was recorded related to our straight-line rent receivable. We lease the Distribution Systems to Windstream under a triple-net lease basis, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes, as Windstream makes direct payments to the taxing authorities. Consumer CLEC Business revenues are primarily derived from providing access to or usage of leased networks and facilities, and are recognized over the period that the corresponding services are rendered to customers. Revenues derived from other telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as services are provided. Sales of customer premise equipment and modems are recognized when products are delivered to and accepted by customers. The Company recognizes service revenues related to its broadband transport and backhaul communications services when (i) persuasive evidence of an arrangement exists, (ii) the services have been provided to the customer, (iii) the sales price is fixed or determinable, and (iv) the collection of the sales price is reasonably assured. Services provided to the Company’s customers are rendered pursuant to contractual fee‑based arrangements, which generally provide for recurring fees charged for the use of designated portions of the Company’s network and typically range for a period of three to ten years. The Company’s revenue arrangements often include upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. We evaluate the collectability of service receivables by considering a variety of factors. The Company typically does not require collateral. When the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related accounts receivable to the amount the Company reasonably believes is collectible. When appropriate, the Company also records reserves for bad debts for all other customers based on a variety of factors including the length of time the receivable is past due, the financial health of the customer, macroeconomic considerations, and historical experience. If circumstances related to specific customers change, the Company adjusts its estimates of the recoverability of receivables as needed. At December 31, 2016 the allowance recorded for service receivables was $1.4 million. At December 31, 2015 no allowance was recorded for service receivables. |
Stock-Based Compensation | Stock-Based Compensation |
Income Taxes | Income Taxes To maintain REIT status, we must distribute a minimum of 90% of our taxable income. We intend to make regular quarterly dividend payments of all or substantially all of our income to holders of our common stock, and therefore no provision is required in the accompanying Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. CS&L operates as a real estate investment trust (REIT) for U.S. federal income tax purposes. As a REIT, the Company is generally not subject to U.S. federal income taxes on income generated by its REIT operations, which includes income derived from the Master Lease. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that do not result in income that would be qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have no liabilities for uncertain income tax positions. The Company will be subject to a federal corporate level tax rate (currently 35%) on any gain recognized from the sale of assets occurring within a specified recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. The Company has no plans to dispose of the assets it acquired through the Spin-Off within the applicable recognition period. |
Business Combinations | Business Combinations Business Combinations |
Goodwill | Goodwill Intangibles-Goodwill and Other |
Earnings per Share | Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 10. |
Concentration of Credit Risks | Concentration of Credit Risks Because 87.9% of our revenue for the year ended December 31, 2016 is derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition if Windstream experiences operating difficulties and becomes unable to generate sufficient cash to make payments to us. In recent years, Windstream has experienced annual declines in its total revenue and sales. Accordingly, we monitor the credit quality of Windstream through numerous methods, including by (i) reviewing the credit ratings of Windstream by nationally recognized credit rating agencies, (ii) reviewing the financial statements of Windstream that are publicly available and that are required to be delivered to us pursuant to the Master Lease, (iii) monitoring news reports regarding Windstream and its businesses, (iv) conducting research to ascertain industry trends potentially affecting Windstream, and (v) monitoring the timeliness of its payments to us under the Master Lease. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. We adopted ASU 2016-09 effective April 1, 2016, and will reverse compensation cost of forfeited awards as they occur. At the time of adoption, we had not experienced any forfeited awards and therefore no cumulative-effect adjustment was necessary. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties About an Entity’s Ability to Continue as a Going Concern . In Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment . In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU No. 2016-02, Leases which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine based on an effective interest method on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company is currently evaluating this guidance to determine the impact it will have on our financial statements by reviewing its existing operating lease contracts, where we are the lessee and service contracts that may include embedded leases. The Company expects a gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets, the extent of the impact of a gross-up is under evaluation. The Company does not anticipate material chang In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This update outlines a single comprehensive revenue recognition model for entities to follow in accounting for revenue from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive for those goods or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted for public companies for annual periods beginning after December 15, 2016. The Company intends to adopt the revenue recognition guidance on January 1, 2018. The Company’s implementation efforts include reviewing revenue contracts and the identification of revenue within scope of the guidance. While the Company currently has not identified any material changes in the timing of revenue recognition, the evaluation is ongoing and we are in the process of determining the method of adoption. |
Consumer CLEC Business | |
Summary Of Significant Accounting Policies [Line Items] | |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition In assessing collectability of receivables, management considers a number of factors, including historical collection experience, aging of the accounts receivable balances and current economic conditions. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. The provision for doubtful accounts, which is included in cost of service, was $111,000 for the period from January 1, 2015 to Spin Date. |
Subsequent Events | Subsequent Events |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed: (thousands) Property, plant and equipment $ 163,680 Cash and cash equivalents 14,346 Accounts receivable 3,043 Other assets 2,595 Intangible assets 116,218 Accounts payable, accrued expenses and other liabilities (16,782 ) Deferred revenue (23,900 ) Deferred income taxes (24,866 ) Capital lease obligations (6,750 ) Net assets acquired $ 227,584 Goodwill $ 117,280 The following is a summary of the estimated fair values of the assets acquired and liabilities assumed: (thousands) Property, plant and equipment $ 293,030 Cash and cash equivalents 7,003 Accounts receivable 6,584 Other assets 5,161 Intangible assets 38,000 Accounts payable, accrued expenses and other liabilities (8,643 ) Deferred revenue (12,700 ) Capital lease obligations (49,195 ) Net assets acquired $ 279,240 Goodwill $ 145,054 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated as of . Year Ended Period from (Thousands, except per share data) December 31, 2016 April 24 - December 31, 2015 Pro forma revenue $ 798,054 $ 505,764 Pro forma net (loss) income (3,581 ) 17,609 Pro forma net (loss) income per share $ (0.02 ) $ 0.12 The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated as of the Spin-Off. Year Ended Period from (Thousands, except per share data) December 31, 2016 April 24 - December 31, 2015 Pro forma revenue $ 797,637 $ 529,911 Pro forma net income 6,264 19,809 Pro forma net income per share $ 0.04 $ 0.13 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value of our financial instruments at December 31, 2016 and December 31, 2015: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2016 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 2,139,586 — 2,139,586 — Senior secured notes - 6.00% , due April 15, 2023 569,250 — 569,250 — Senior unsecured notes - 8.25%, due October 15, 2023 1,176,600 — 1,176,600 — Senior unsecured notes - 7.125%, due December 15, 2024 404,000 — 404,000 — Derivative liability 6,102 — 6,102 — Contingent consideration 98,600 — — 98,600 Total $ 4,394,138 $ — $ 4,295,538 $ 98,600 (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2015 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,986,198 $ — $ 1,986,198 $ — Senior secured notes - 6.00% , due April 15, 2023 376,000 — 376,000 — Senior unsecured notes - 8.25%, due October 15, 2023 937,950 — 937,950 — Derivative liability 5,427 — 5,427 — Total $ 3,305,575 $ - $ 3,305,575 $ — |
Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2015 Transfers into Level 3 Gain/(Loss) included in earnings Settlements December 31, 2016 Contingent consideration $ — $ 98,600 $ — $ — $ 98,600 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Carrying Value of Property, Plant and Equipment | The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2016 December 31, 2015 Land Indefinite $ 26,833 $ 26,841 Building and improvements 3 - 40 years 318,967 314,750 Real property interests 50 - 99 years 12,265 - Poles 13 - 40 years 234,393 228,031 Fiber 7 - 40 years 2,243,822 1,948,192 Equipment 5 - 7 years 130,945 - Copper 7 - 40 years 3,538,566 3,475,987 Conduit 13 - 47 years 90,540 89,460 Tower assets 20 - 49 years 4,307 1,209 Capital lease assets See Note 3 89,723 - Construction in progress See Note 3 52,685 4,749 Other assets 15 - 20 years 5,299 4,322 Corporate assets 3 - 7 years 2,731 2,319 6,751,076 6,095,860 Less accumulated depreciation (4,081,039 ) (3,721,100 ) Net property, plant and equipment $ 2,670,037 $ 2,374,760 |
Derivative Instruments and He42
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2016 December 31, 2015 Interest rate swaps Derivative liability $ 6,102 $ 5,427 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill occurring during the year ended December 31, 2016, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2015 $ - $ - Goodwill associated with 2016 acquisitions 262,334 262,334 Goodwill at December 31, 2016 $ 262,334 $ 262,334 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2016 December 31, 2015 Cost Accumulated Amortization Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ - Finite life intangible assets: Customer lists 188,642 (30,058 ) 34,501 (23,971 ) Total intangible assets 190,642 34,501 Less: Accumulated amortization (30,058 ) (23,971 ) Total intangible assets, net $ 160,584 $ 10,530 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | Notes and other debt is as follows: (Thousands) December 31, 2016 December 31, 2015 Principal amount $ 4,167,967 $ 3,639,300 Less unamortized discount and debt issuance costs (139,753 ) (134,072 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,028,214 $ 3,505,228 Notes and other debt at December 31, 2016 consisted of the following: December 31, 2016 December 31, 2015 (Thousands) Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%) $ 2,107,967 $ (78,699 ) $ 2,129,300 $ (77,105 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (9,817 ) 400,000 (6,767 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (45,599 ) 1,110,000 (50,200 ) Senior unsecured notes - 7.125%, due December 15, 2024 400,000 (5,638 ) - - Total $ 4,167,967 (139,753 ) $ 3,639,300 $ (134,072 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2016 are as follows: (Thousands) 2017 $ 21,133 2018 21,133 2019 21,133 2020 21,133 2021 21,133 Thereafter 4,062,302 Total $ 4,167,967 |
Schedule of Future Minimum Lease Payments Under Capital Lease Obligations | At December 31, 2016, future minimum lease payments under capital lease obligations are as follows: (Thousands) 2017 $ 7,313 2018 7,115 2019 7,125 2020 6,655 2021 6,262 Thereafter 60,495 Total minimum payments 94,965 Less amount representing interest (40,430 ) Total $ 54,535 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Awards | The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2015 241,140 $ 25.82 Granted 308,146 $ 20.56 Forfeited (12,419 ) $ 21.42 Vested (42,976 ) $ 26.34 Unvested balance, December 31, 2016 493,891 $ 22.60 $ 12,550 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 30, 2016. The market value as of December 30, 2016 was $25.41 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2016, the final trading day of 2016. |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance-based Restricted Stock Units Awards | The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2015 60,970 $ 21.82 Granted 101,660 $ 20.71 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2016 162,630 $ 21.13 $ 4,132 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 30, 2016. The market value as of December 30, 2016 was $25.41 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2016, the final trading day of 2016. |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, 2016 Period from April 24 - December 31, 2015 Expected term (years) 3.0 2.9 Expected volatility 48.8 % 26.6 % Expected annual dividend 0.0 % 0.0 % Risk free rate 0.9 % 0.9 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following sets forth the computation of basic and diluted earnings per share under the two-class method: (Thousands, except per share data) Year Ended December 31, 2016 Period from April 24 - December 31, 2015 Basic earnings per share: Numerator: Net (loss) income $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (1,743 ) - Amortization of discount on convertible preferred stock (1,985 ) - Net (loss) income applicable to common shares $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 152,473 149,835 Basic (loss) earnings per common share $ (0.04 ) $ 0.16 (Thousands, except per share data) Year Ended December 31, 2016 Period from April 24 - December 31, 2015 Diluted earnings per share: Numerator: Net (loss) income $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (1,743 ) - Amortization of discount on convertible preferred stock (1,985 ) - Net (loss) income applicable to common shares $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 152,473 149,835 Effect of dilutive non-participating securities — — Weighted-average shares for dilutive earnings per common share 152,473 149,835 Dilutive (loss) earnings per common share $ (0.04 ) $ 0.16 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, 2016 (Thousands) Leasing Fiber Infrastructure Consumer CLEC Subtotal of Reportable Segments Revenues $ 677,368 $ 70,568 $ 22,472 $ 770,408 Adjusted EBITDA $ 659,198 $ 25,912 $ 5,074 $ 690,184 Less: Interest expense 275,394 Depreciation and amortization 344,083 28,629 3,258 375,970 Transaction related costs 33,669 Stock-based compensation 4,846 Income tax expense 517 Net loss $ (212 ) Capital expenditures (1) $ 15,437 $ 31,006 $ - $ 46,443 Period from April 24, 2015 to December 31, 2015 (Thousands) Leasing Consumer CLEC Subtotal Revenues $ 458,614 $ 17,700 $ 476,314 Adjusted EBITDA $ 449,340 $ 3,957 $ 453,297 Less: Interest expense 181,797 Depreciation and amortization 236,177 2,571 238,748 Transaction related costs 5,210 Stock-based compensation 1,934 Income tax expense 738 Net income $ 24,870 Capital expenditures (1) $ 44,413 $ - $ 44,413 1. Segment capital expenditures represents acquisition of ground lease investments and other capital expenditures as reported in the investing activities section of the Statement of Cash Flows. |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2016 and December 31, 2015 are as follows: (Thousands) December 31, 2016 December 31, 2015 Leasing $ 2,390,431 $ 2,527,915 Fiber Infrastructure 914,082 - Consumer CLEC 14,239 14,721 Subtotal of reportable segments $ 3,318,752 $ 2,542,636 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases | Future minimum payments, by year and in the aggregate, under non-cancellable operating leases with initial or remaining lease terms of one year or more, are as follows: (Thousands) 2017 $ 15,483 2018 11,390 2019 7,450 2020 4,840 2021 2,030 Thereafter 5,579 Total $ 46,772 |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income by Component | Changes in accumulated other comprehensive income by component is as follows for the year ended December 31, 2016: (Thousands) Currency Translation Adjustment Changes in Fair Value of Effective Cash Flow Hedge (Note 7) Total Beginning balance at December 31, 2015 $ — $ (5,427 ) $ (5,427 ) Other comprehensive loss before reclassifications (267 ) (24,465 ) (24,732 ) Amounts reclassified from accumulated other comprehensive income — 23,790 23,790 Ending balance at December 31, 2016 $ (267 ) $ (6,102 ) $ (6,369 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015 as reported in the accompanying Consolidated Statement of Income was comprised of the following: Year Ended Period from (Thousands) December 31, 2016 April 24 - December 31, 2015 Current Federal $ 1,596 $ 1,208 State 1,107 741 Total current expense 2,703 1,949 Deferred Federal (1,488 ) (770 ) State (698 ) (441 ) Total deferred expense (2,186 ) (1,211 ) Total income tax expense $ 517 $ 738 |
Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate | An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended Period from (Thousands) December 31, 2016 April 24 - December 31, 2015 Income from continuing operations, before tax $ 305 $ 24,795 Income tax at U.S. statutory federal rate 107 8,665 Increases (decreases) resulting from: State taxes, net of federal benefit (224 ) 266 Benefit of REIT status (4,016 ) (8,193 ) Capitalized transaction costs (3,915 ) - Change in valuation allowance 8,176 - Adjustment of deferred tax balances 149 - Permanent differences 52 - Rate differential 188 - Income tax expense $ 517 $ 738 |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2016 December 31, 2015 Deferred tax assets: Deferred revenue $ 4,244 $ 90 Accrued bonuses 520 - Goodwill 1,886 - Stock based compensation 179 - Accrued expenses and other 802 - Asset retirement obligation 790 - Inventory reserve 401 - Net operating loss carryforwards 39,916 - Deferred tax assets 48,738 90 Valuation allowance (8,176 ) - Deferred tax assets, net of valuation allowance 40,562 90 Deferred tax liabilities: Property, plant & equipment $ (20,923 ) $ (1,759 ) Customer list intangible (47,721 ) (4,045 ) Other intangible amortization (137 ) - Other (175 ) - Deferred tax liabilities $ (68,956 ) $ (5,804 ) Deferred tax asset (liability), net $ (28,394 ) $ (5,714 ) |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the year ended December 31, 2016 and for the period from April 24, 2015 to December 31, 2015 our common stock distribution per share was $2.40 and $1.04, respectively, characterized as follows: Year Ended Period from December 31, 2016 April 24 - December 31, 2015 Ordinary dividends $ 1.31 $ 0.87 Non-dividend distributions 1.09 0.17 Total $ 2.40 $ 1.04 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases Operating [Abstract] | |
Schedule of Future Minimum Lease Payments to be Received from Tenant under Non-Cancelable Operating Leases | Future minimum lease payments to be received, excluding operating expense reimbursements, from tenant under non-cancelable operating leases as of December 31, 2016, are as follows: (Thousands) 2017 $ 657,103 2018 660,883 2019 664,727 2020 668,578 2021 671,845 Thereafter 5,769,327 Total $ 9,092,463 |
Supplemental Guarantor Inform53
Supplemental Guarantor Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidated Balance Sheet | The following information summarizes our Condensed Consolidating Balance Sheets as of December 31, 2016 and December 31, 2015, Condensed Consolidating Statement of Comprehensive Income (Loss) for the year ended December 31, 2016 and , and the Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2016 and : Condensed Consolidating Balance Sheet As of December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,975,455 $ 694,582 $ — $ 2,670,037 Cash and cash equivalents 131,145 — 32,426 8,183 — 171,754 Accounts receivable, net (3 ) — 8,989 6,295 — 15,281 Affiliate receivable — — — 2,413 (2,413 ) — Goodwill — — 145,054 117,280 — 262,334 Intangible assets, net — — 37,033 123,551 — 160,584 Straight-line revenue receivable — — 29,084 4 — 29,088 Investment in consolidated subsidiaries 2,801,234 2,036,717 761,609 - (5,599,560 ) — Other assets 1,066 — 6,567 2,041 — 9,674 Total Assets $ 2,933,442 $ 2,036,717 $ 2,996,217 $ 954,349 $ (5,601,973 ) $ 3,318,752 Liabilities and Shareholders' (Deficit) Equity: Liabilities: Accounts payable, accrued expenses and other liabilities $ — $ — $ 25,081 $ 15,896 $ — $ 40,977 Accrued interest payable 27,812 27,812 — — (27,812 ) 27,812 Deferred revenue — — 157,857 103,547 — 261,404 Derivative liability 6,102 6,102 — — (6,102 ) 6,102 Affiliate payable — — 2,413 — (2,413 ) — Dividends payable 94,607 — — — — 94,607 Deferred income taxes — — 1,603 26,791 — 28,394 Capital lease obligations — — 47,977 6,558 — 54,535 Contingent consideration 98,600 — — — — 98,600 Notes and other debt, net 4,028,214 4,028,214 — — (4,028,214 ) 4,028,214 Total liabilities 4,255,335 4,062,128 234,931 152,792 (4,064,541 ) 4,640,645 Convertible preferred stock 80,552 — — — — 80,552 Shareholders' (Deficit) Equity: Common stock 15 — — — — 15 Additional paid-in capital 141,092 — — — — 141,092 Accumulated other comprehensive income (6,369 ) (6,102 ) — (267 ) 6,369 (6,369 ) Distributions in excess of earnings (1,537,183 ) (2,019,309 ) 2,761,286 801,824 (1,543,801 ) (1,537,183 ) Total shareholders' deficit (1,402,445 ) (2,025,411 ) 2,761,286 801,557 (1,537,432 ) (1,402,445 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,933,442 $ 2,036,717 $ 2,996,217 $ 954,349 $ (5,601,973 ) $ 3,318,752 Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Property, plant and equipment, net $ — $ — $ 1,841,712 $ 533,048 $ — $ 2,374,760 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 510,093 — (5,427,451 ) — Other assets — — 672 298 — 970 Total Assets $ 2,458,696 $ 2,458,679 $ 2,505,094 $ 547,769 $ (5,427,602 ) $ 2,542,636 Liabilities and Shareholders' (Deficit) Equity: Accounts payable, accrued expenses and other liabilities $ — $ — $ 9,204 $ 1,205 $ — $ 10,409 Accrued Interest payable 24,440 24,440 — — (24,440 ) 24,440 Deferred Revenue — — 44,862 22,955 — 67,817 Derivative liability 5,427 5,427 — — (5,427 ) 5,427 Affiliate payable — — — 151 (151 ) — Dividends payable 90,507 — — — — 90,507 Deferred income taxes — — 1,677 4,037 — 5,714 Notes and other debt, net 3,505,228 3,505,228 — — (3,505,228 ) 3,505,228 Total liabilities 3,625,602 3,535,095 55,743 28,348 (3,535,246 ) 3,709,542 Common Stock 15 — — — — 15 Additional paid-in capital 1,392 — — — — 1,392 Accumulated other comprehensive income (5,427 ) (5,427 ) — — 5,427 (5,427 ) Distributions in excess of earnings (1,162,886 ) (1,070,989 ) 2,449,351 519,421 (1,897,783 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 2,449,351 519,421 (1,892,356 ) (1,166,906 ) Total Liabilities and Shareholders' (Deficit) Equity $ 2,458,696 $ 2,458,679 $ 2,505,094 $ 547,769 $ (5,427,602 ) $ 2,542,636 |
Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Leasing $ — $ — $ 674,683 $ 2,685 $ — $ 677,368 Fiber Infrastructure 57,030 13,538 70,568 Consumer CLEC — — — 22,472 — 22,472 Total revenues — — 731,713 38,695 — 770,408 Costs and Expenses: Interest expense 267,959 273,022 7,046 389 (273,022 ) 275,394 Depreciation and amortization — — 279,507 96,463 — 375,970 General and administrative expense 4,829 — 28,161 2,412 — 35,402 Operating expense (exclusive of depreciation, accretion and amortization) — — 25,666 24,002 — 49,668 Transaction related costs 3,945 — 29,566 158 — 33,669 Total costs and expenses 276,733 273,022 369,946 123,424 (273,022 ) 770,103 Earnings from consolidated subsidiaries 276,521 288,468 (85,755 ) — (479,234 ) — (Loss) income before income taxes (212 ) 15,446 276,012 (84,729 ) (206,212 ) 305 Income tax expense — — 647 (130 ) — 517 Net (loss) income $ (212 ) $ 15,446 $ 275,365 $ (84,599 ) $ (206,212 ) $ (212 ) Comprehensive (loss) income $ (1,154 ) $ 14,771 $ 275,365 $ (84,866 ) $ (205,270 ) $ (1,154 ) Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ — $ — $ 458,334 $ 280 $ — $ 458,614 Consumer CLEC — — — 17,700 — 17,700 Total revenues — — 458,334 17,980 — 476,314 Costs and Expenses: Interest expense 181,797 181,797 — — (181,797 ) 181,797 Depreciation and amortization — — 173,648 65,100 — 238,748 General and administrative expense 1,934 — 9,274 — — 11,208 Operating expense (exclusive of depreciation, accretion and amortization) — — — 13,743 — 13,743 Transaction related costs — — 5,210 — — 5,210 Total costs and expenses 183,731 181,797 188,132 78,843 (181,797 ) 450,706 Earnings (losses) from consolidated subsidiaries 208,601 208,601 (62,249 ) — (354,953 ) — (Loss) Income before income taxes 24,870 26,804 207,953 (60,863 ) (173,156 ) 25,608 Income tax expense — — 201 537 — 738 Net (loss) income $ 24,870 $ 26,804 $ 207,752 $ (61,400 ) $ (173,156 ) $ 24,870 Comprehensive (loss) income $ 19,443 $ 21,377 $ 207,752 $ (61,400 ) $ (167,729 ) $ 19,443 |
Condensed Consolidated Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by (used in) operating activities $ (59,076 ) $ — $ 626,147 $ 18,686 $ (209,769 ) $ 375,988 Cash flow from investing activities Acquisition of businesses, net of cash acquired — — (315,494 ) (173,294 ) — (488,788 ) Acquisition of ground lease investments — — — (11,543 ) — (11,543 ) Other capital expenditures — — (14,567 ) (20,333 ) — (34,900 ) Net cash used in investing activities — — (330,061 ) (205,170 ) — (535,231 ) Cash flow from financing activities Principal payment on debt (22,027 ) — — — — (22,027 ) Dividends paid (367,830 ) — — — — (367,830 ) Proceeds from issuance of Notes 548,875 — — — — 548,875 Borrowings under revolving credit facility 641,000 — — — — 641,000 Payments under revolving credit facility (641,000 ) — — — — (641,000 ) Capital lease payments — — (1,357 ) (192 ) — (1,549 ) Deferred financing costs (20,557 ) — — — — (20,557 ) Common stock issuance, net of costs 54,213 — — — — 54,213 Net share settlement (2,359 ) — — — — (2,359 ) Intercompany transactions, net (111 ) — (402,500 ) 192,842 209,769 — Net cash provided (used in) by financing activities 190,204 — (403,857 ) 192,650 209,769 188,766 Effect of exchange rates on cash and cash equivalents — — — (267 ) — (267 ) Net increase (decrease) in cash and cash equivalents 131,128 — (107,771 ) 5,899 — 29,256 Cash and cash equivalents, December 31, 2015 17 — 140,197 2,284 142,498 Cash and cash equivalents, December $ 131,145 $ — $ 32,426 $ 8,183 $ — $ 171,754 Condensed Consolidating Statement of Cash Flows For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by operating activities $ 106,332 $ — $ 426,719 $ 13,519 $ (253,362 ) $ 293,208 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) — — — — (1,035,029 ) Capital expenditures - other — — (33,178 ) (11,235 ) — (44,413 ) Net cash used in investing activities (1,035,029 ) — (33,178 ) (11,235 ) — (1,079,442 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 — — — — 1,127,000 Deferred financing costs (30,057 ) — — — — (30,057 ) Principal payment on debt (10,700 ) — — — — (10,700 ) Common stock issuance costs (543 ) — — — — (543 ) Net share settlement (113 ) (113 ) Dividends paid (156,854 ) — — — — (156,854 ) Intercompany transactions, net — — (253,362 ) — 253,362 — Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by financing activities 928,714 — (253,362 ) — 253,362 928,714 Net increase in cash and cash equivalents 17 — 140,179 2,284 — 142,480 Cash and cash equivalents, April 24, 2015 — — 18 — — 18 Cash and cash equivalents, December $ 17 $ — $ 140,197 $ 2,284 $ — $ 142,498 |
Quarterly Results of Operatio54
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly information for each of the four quarters in the year ended December 31, 2016: 2016 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 174,675 $ 188,573 $ 200,240 $ 206,920 Income (loss) before income taxes 8,480 (1,208 ) (2,215 ) (4,752 ) Net income (loss) 8,036 (1,535 ) (2,343 ) (4,370 ) Net income (loss) applicable to common shareholders 7,681 (2,871 ) (4,144 ) (6,163 ) Basic earnings (loss) per common share $ 0.05 $ (0.02 ) $ (0.03 ) $ (0.04 ) Diluted earnings (loss) per common share $ 0.05 $ (0.02 ) $ (0.03 ) $ (0.04 ) Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 Selected quarterly information for period from April 24, 2015 to December 31, 2015: 2015 Period from Third Fourth (Thousands, except per share data) April 24 - June 30, 2015 Quarter Quarter Total revenues $ 128,748 $ 173,634 $ 173,932 Income before income taxes 8,532 9,671 7,405 Net income 8,301 9,403 7,166 Net income applicable to common shareholders 7,976 8,973 6,769 Basic earnings per common share $ 0.05 $ 0.06 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.06 $ 0.05 Dividends declared per common share $ 0.44 $ 0.60 $ 0.60 |
Organization and Description 55
Organization and Description of Business - Additional Information (Details) | Dec. 31, 2016Tower |
Uniti Towers | |
Organization And Description Of Business [Line Items] | |
Number of wireless towers owned | 102 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Apr. 23, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Gain (loss) on disposition of property | $ 0 | |||
Depreciation expense | $ 236,200,000 | 369,900,000 | ||
Impairment losses | 0 | 0 | ||
Provision for doubtful accounts | 0 | 0 | ||
Allowance for service receivables | 0 | $ 1,400,000 | ||
Income tax examination, description | We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | |||
Current liabilities for uncertain income tax positions | $ 0 | |||
Federal corporate level tax rate | 35.00% | |||
Impairment loss | $ 0 | |||
Consumer CLEC Business | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Provision for doubtful accounts | $ 111,000 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Recurring fee charging period for use of company services | 3 years | |||
Percentage of REIT taxable income distributed | 90.00% | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Recurring fee charging period for use of company services | 10 years | |||
Property Plant and Equipment, Net | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Tenant funded capital improvements | 67,800,000 | $ 218,700,000 | ||
Master Lease | Windstream | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Leasing revenue | $ 337,600,000 | 458,600,000 | ||
Leasing revenue percentage | 87.90% | |||
Master Lease | Windstream | Tenant Capital Improvements | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Leasing revenue | 800,000 | $ 6,100,000 | ||
Depreciation expense | $ 800,000 | $ 6,100,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | Aug. 31, 2016 | May 02, 2016 | Jan. 22, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration | $ 98,600,000 | $ 98,600,000 | $ 98,600,000 | $ 98,600,000 | $ 98,600,000 | |||||||||
Net operating loss | 102,900,000 | 102,900,000 | 102,900,000 | 102,900,000 | ||||||||||
Deferred tax assets gross | 48,738,000 | $ 90,000 | 48,738,000 | 48,738,000 | $ 90,000 | 48,738,000 | ||||||||
Deferred Tax Liabilities | 28,394,000 | 5,714,000 | 28,394,000 | 28,394,000 | 5,714,000 | 28,394,000 | ||||||||
Revenues | $ 128,748,000 | $ 206,920,000 | $ 200,240,000 | $ 188,573,000 | $ 174,675,000 | $ 173,932,000 | $ 173,634,000 | $ 476,314,000 | 770,408,000 | |||||
Equity consideration transferred on acquisition | $ 259,996,000 | |||||||||||||
Tower Cloud | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition date | Aug. 31, 2016 | |||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||
Cash paid for business acquisition | $ 187,700,000 | |||||||||||||
Additional contingent consideration | 130,000,000 | |||||||||||||
Contingent consideration | 98,600,000 | |||||||||||||
Goodwill expected to be deductible for income tax purposes | 0 | |||||||||||||
Intangible assets | 116,218,000 | |||||||||||||
Net operating loss | 81,200,000 | |||||||||||||
Deferred tax assets gross | 37,000,000 | |||||||||||||
Deferred Tax Liabilities | 24,800,000 | |||||||||||||
Revenues | 13,500,000 | |||||||||||||
Operating loss | $ (2,100,000) | |||||||||||||
Business combination, transaction related costs | $ 9,100,000 | |||||||||||||
Tower Cloud | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets | $ 116,200,000 | |||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | |||||||||||||
Tower Cloud | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Issuance of shares | 1,900,000 | |||||||||||||
Fair value of shares issued for acquisition | $ 58,500,000 | |||||||||||||
PEG Bandwidth, LLC | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition date | May 2, 2016 | |||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||
Cash paid for business acquisition | $ 322,500,000 | |||||||||||||
Intangible assets | 38,000,000 | |||||||||||||
Revenues | 57,000,000 | |||||||||||||
Operating loss | $ (8,800,000) | |||||||||||||
Business combination, transaction related costs | $ 11,200,000 | |||||||||||||
PEG Bandwidth, LLC | Trademarks | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Indefinite-lived Intangible assets acquired | $ 2,000,000 | |||||||||||||
PEG Bandwidth, LLC | Series A Convertible Preferred Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Issuance of shares | 87,500 | |||||||||||||
Fair value of shares issued for acquisition | $ 78,600,000 | |||||||||||||
Debt instrument interest rate stated percentage | 3.00% | |||||||||||||
PEG Bandwidth, LLC | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 17 years | |||||||||||||
Finite-lived intangible assets acquired | $ 36,000,000 | |||||||||||||
PEG Bandwidth, LLC | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Issuance of shares | 1,000,000 | |||||||||||||
Fair value of shares issued for acquisition | $ 23,200,000 | |||||||||||||
Summit Wireless Infrastructure, LLC | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition date | Jan. 22, 2016 | |||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||
Summit Wireless Infrastructure, LLC | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity consideration transferred on acquisition | $ 1,100,000 | |||||||||||||
Minimum | Tower Cloud | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | |||||||||||||
Operating loss carry forwards expiration year | 2,026 | |||||||||||||
Maximum | Tower Cloud | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Operating loss carry forwards expiration year | 2,036 |
Business Combinations - Summary
Business Combinations - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Aug. 31, 2016 | May 02, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 262,334 | ||
Tower Cloud | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 163,680 | ||
Cash and cash equivalents | 14,346 | ||
Accounts receivable | 3,043 | ||
Other assets | 2,595 | ||
Intangible assets | 116,218 | ||
Accounts payable, accrued expenses and other liabilities | (16,782) | ||
Deferred revenue | (23,900) | ||
Deferred income taxes | (24,866) | ||
Capital lease obligations | (6,750) | ||
Net assets acquired | 227,584 | ||
Goodwill | $ 117,280 | ||
PEG Bandwidth, LLC | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 293,030 | ||
Cash and cash equivalents | 7,003 | ||
Accounts receivable | 6,584 | ||
Other assets | 5,161 | ||
Intangible assets | 38,000 | ||
Accounts payable, accrued expenses and other liabilities | (8,643) | ||
Deferred revenue | (12,700) | ||
Capital lease obligations | (49,195) | ||
Net assets acquired | 279,240 | ||
Goodwill | $ 145,054 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Summary of Financial Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Tower Cloud | ||
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 505,764 | $ 798,054 |
Pro forma net (loss) income | $ 17,609 | $ (3,581) |
Pro forma net (loss) income per share | $ 0.12 | $ (0.02) |
PEG Bandwidth, LLC | ||
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 529,911 | $ 797,637 |
Pro forma net (loss) income | $ 19,809 | $ 6,264 |
Pro forma net (loss) income per share | $ 0.13 | $ 0.04 |
Fair Value of Financial Instr60
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 |
Liabilities | |||
Derivative liability | $ 6,102 | $ 5,427 | |
Contingent consideration | 98,600 | $ 98,600 | |
Total | 4,394,138 | 3,305,575 | |
Senior Secured Term Loan B Facility | |||
Liabilities | |||
Senior secured loan | 2,139,586 | 1,986,198 | |
6.00% Senior Secured Notes | |||
Liabilities | |||
Senior notes | 569,250 | 376,000 | |
8.25% Senior Unsecured Notes | |||
Liabilities | |||
Senior notes | 1,176,600 | 937,950 | |
7.125% Senior Unsecured Notes | |||
Liabilities | |||
Senior notes | 404,000 | ||
Prices with Other Observable Inputs (Level 2) | |||
Liabilities | |||
Derivative liability | 6,102 | 5,427 | |
Total | 4,295,538 | 3,305,575 | |
Prices with Other Observable Inputs (Level 2) | Senior Secured Term Loan B Facility | |||
Liabilities | |||
Senior secured loan | 2,139,586 | 1,986,198 | |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | |||
Liabilities | |||
Senior notes | 569,250 | 376,000 | |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | |||
Liabilities | |||
Senior notes | 1,176,600 | $ 937,950 | |
Prices with Other Observable Inputs (Level 2) | 7.125% Senior Unsecured Notes | |||
Liabilities | |||
Senior notes | 404,000 | ||
Prices with Unobservable Inputs (Level 3) | |||
Liabilities | |||
Contingent consideration | 98,600 | ||
Total | $ 98,600 |
Fair Value of Financial Instr61
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
6.00% Senior Secured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 6.00% | 6.00% |
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 |
8.25% Senior Unsecured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 8.25% | 8.25% |
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 |
7.125% Senior Unsecured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 7.125% | |
Debt instrument, maturity date | Dec. 15, 2024 | |
Senior Secured Term Loan B Facility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 |
Fair Value of Financial Instr62
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Principal amount of notes and other debt | $ 4,167,967,000 | $ 3,639,300,000 | |
Estimated fair value of future contingent consideration | 98,600,000 | $ 98,600,000 | |
Change in fair value of contingent consideration liability | 0 | ||
Prices with Other Observable Inputs (Level 2) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notes and other debt, fair value | $ 4,300,000,000 |
Fair Value of Financial Instr63
Fair Value of Financial Instruments - Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |
Transfers into Level 3 | $ 98,600 |
Contingent consideration, ending balance | $ 98,600 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,751,076 | $ 6,095,860 |
Less accumulated depreciation | (4,081,039) | (3,721,100) |
Net property, plant and equipment | $ 2,670,037 | 2,374,760 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | Indefinite | |
Property, plant and equipment, gross | $ 26,833 | 26,841 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 318,967 | 314,750 |
Building and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Building and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Real Property Interests | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,265 | |
Real Property Interests | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 50 years | |
Real Property Interests | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 99 years | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 234,393 | 228,031 |
Poles | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 13 years | |
Poles | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,243,822 | 1,948,192 |
Fiber | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Fiber | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 130,945 | |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 5 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Copper | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,538,566 | 3,475,987 |
Copper | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Copper | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 90,540 | 89,460 |
Conduit | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 13 years | |
Conduit | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 47 years | |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,307 | 1,209 |
Tower assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Tower assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 49 years | |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,299 | 4,322 |
Other assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 15 years | |
Other assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Corporate assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,731 | 2,319 |
Corporate assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Corporate assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Capital Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 89,723 | |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 52,685 | $ 4,749 |
Property, Plant and Equipment65
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 236.2 | $ 369.9 |
Derivative Instruments and He66
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Apr. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2016 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Unrealized loss on derivative instruments | $ 21,700,000 | $ 24,500,000 | |
Ineffective portions of change in fair value derivatives | 0 | 0 | |
Increase decrease in estimated interest expense | 24,000,000 | ||
Interest Expense | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Reclassification of other comprehensive income | $ 16,300,000 | $ 23,800,000 | |
Interest Rate Swap | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Derivative, notional value | $ 2,130,000,000 | ||
Derivative, maturity date | Oct. 24, 2022 | ||
Derivative, weighted average fixed rate paid | 2.105% | ||
Interest Rate Swap | Minimum | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
LIBOR, variable rate | 1.00% |
Derivative Instruments and He67
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives Fair Value [Line Items] | ||
Derivative liability | $ 6,102 | $ 5,427 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability | $ 6,102 | $ 5,427 |
Goodwill and Intangible Asset68
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill associated with 2016 acquisitions | $ 262,334 |
Goodwill at December 31, 2016 | 262,334 |
Fiber Infrastructure | |
Goodwill [Line Items] | |
Goodwill associated with 2016 acquisitions | 262,334 |
Goodwill at December 31, 2016 | $ 262,334 |
Goodwill and Intangible Asset69
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Total intangible assets, Cost | $ 190,642 | $ 34,501 |
Less: Accumulated amortization | (30,058) | (23,971) |
Total intangible assets, net | 160,584 | 10,530 |
Trade Names | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Indefinite life intangible assets, Cost | 2,000 | |
Customer Lists | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Cost | 188,642 | 34,501 |
Finite life intangible assets, Accumulated Amortization | $ (30,058) | $ (23,971) |
Goodwill and Intangible Asset70
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 2.6 | $ 6.1 |
Estimated amortization expense for 2017 | 8.7 | |
Estimated amortization expense for 2018 | 8.1 | |
Estimated amortization expense for 2019 | 7.5 | |
Estimated amortization expense for 2020 | 7 | |
Estimated amortization expense for 2021 | $ 6.5 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | $ 4,167,967 | $ 3,639,300 |
Unamortized discount and debt issuance costs | (139,753) | (134,072) |
Notes and other debt less unamortized discount and debt issuance costs | 4,028,214 | 3,505,228 |
Senior Secured Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 2,107,967 | 2,129,300 |
Unamortized discount and debt issuance costs | (78,699) | (77,105) |
Senior Secured Notes - 6.00% Due April 15, 2023 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 550,000 | 400,000 |
Unamortized discount and debt issuance costs | (9,817) | (6,767) |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 1,110,000 | 1,110,000 |
Unamortized discount and debt issuance costs | (45,599) | $ (50,200) |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 400,000 | |
Unamortized discount and debt issuance costs | $ (5,638) |
Notes and Other Debt - Schedu72
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Senior Secured Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 |
Debt instrument, imputed interest rate | 5.66% | 5.66% |
Senior Secured Notes - 6.00% Due April 15, 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 |
Debt instrument, imputed interest rate | 6.29% | 6.29% |
Issuance senior notes, stated percentage | 6.00% | 6.00% |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 |
Debt instrument, imputed interest rate | 9.06% | 9.06% |
Issuance senior notes, stated percentage | 8.25% | 8.25% |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Dec. 15, 2024 | |
Issuance senior notes, stated percentage | 7.125% |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) | Dec. 15, 2016 | Jun. 09, 2016 | Apr. 25, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Aug. 26, 2016 | Apr. 22, 2016 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||
Amortization of deferred financing costs | $ 4,832,000 | $ 7,823,000 | ||||||
Tower Cloud | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate borrowing amount | $ 150,000,000 | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate borrowing amount | $ 150,000,000 | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated secured leverage ratio | 500.00% | |||||||
Consolidated total leverage ratio | 650.00% | |||||||
Maximum | Pro Forma | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated secured leverage ratio | 400.00% | |||||||
CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan issue price as a percentage of par | 98.00% | |||||||
Debt instrument, debt default, description of violation or event of default | In particular, a repayment obligation could be triggered if (i) the Company or certain of its subsidiaries fails to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. | |||||||
Debt Instrument, debt default, amount | $ 75,000,000 | |||||||
CSL Capital, LLC | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of debt | $ 0 | |||||||
Senior Secured Term Loan B Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding amount | $ 2,100,000,000 | |||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | ||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of senior notes, principal amount | $ 2,140,000,000 | |||||||
Debt amortization percentage | 1.00% | |||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | Minimum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance senior notes, stated percentage | 1.00% | |||||||
6.00% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding amount | $ 550,000,000 | |||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||||||
6.00% Senior Secured Notes | CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance senior notes, stated percentage | 6.00% | |||||||
Issuance of senior notes, principal amount | $ 150,000,000 | |||||||
Notes issued price percentage at par | 99.25% | |||||||
8.25% Senior Unsecured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding amount | $ 1,110,000,000 | |||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | ||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||||||
8.25% Senior Unsecured Notes | CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of senior notes, principal amount | $ 1,110,000,000 | |||||||
Notes issued price percentage at par | 97.055% | |||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding amount | $ 400,000,000 | |||||||
Debt instrument, maturity date | Dec. 15, 2024 | |||||||
Issuance senior notes, stated percentage | 7.125% | |||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of senior notes, principal amount | $ 400,000,000 | |||||||
Notes issued price percentage at par | 100.00% | |||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Apr. 24, 2020 | |||||||
Aggregate borrowing amount | 500,000,000 | |||||||
Line of credit facility, maximum borrowing capacity | $ 321,000,000 | |||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Senior Secured Notes - 8.25% Due October 15, 2023 | CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Oct. 15, 2023 | |||||||
Issuance of senior notes, principal amount | $ 400,000,000 | |||||||
Notes issued price percentage at par | 100.00% |
Notes and Other Debt - Schedu74
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long Term Debt By Maturity [Abstract] | ||
2,017 | $ 21,133 | |
2,018 | 21,133 | |
2,019 | 21,133 | |
2,020 | 21,133 | |
2,021 | 21,133 | |
Thereafter | 4,062,302 | |
Total | $ 4,167,967 | $ 3,639,300 |
Notes and Other Debt - Schedu75
Notes and Other Debt - Schedule of Future Minimum Lease Payments Under Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Long Term Debt [Abstract] | |
2,017 | $ 7,313 |
2,018 | 7,115 |
2,019 | 7,125 |
2,020 | 6,655 |
2,021 | 6,262 |
Thereafter | 60,495 |
Total minimum payments | 94,965 |
Less amount representing interest | (40,430) |
Total | $ 54,535 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future issuance | 344,861,363 | ||
Restricted Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 7,100,000 | ||
Number of shares granted | 308,146 | ||
Fair value of shares granted | $ 6,300,000 | ||
Awards vesting period | 3 years | ||
Shares available for future issuance | 5,110,563 | ||
Aggregate intrinsic value | $ 25.41 | ||
Total fair value of shares vesting | $ 1,100,000 | ||
Weighted average vesting period | 1 year 9 months 18 days | ||
Number of shares forfeited | 12,419 | ||
Performance Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 2,100,000 | ||
Number of shares granted | 101,660 | 101,660 | |
Aggregate intrinsic value | $ 25.41 | ||
Weighted average vesting period | 1 year 9 months 18 days | ||
Performance period | 3 years | ||
Percentage of target amount | 100.00% | ||
Aggregate value | $ 2,100,000 | ||
Number of shares forfeited | 0 | ||
Dividend yield | 0.00% | 0.00% | |
Performance Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of target shares | 0.00% | ||
Performance Awards | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of target shares | 150.00% | ||
Unvested Windstream Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 5,100 | ||
Unvested Windstream Awards | General And Administrative Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense recognized during the period | $ 197,000 | 63,000 | |
Restricted Stock Awards and Performance-Based Awards | General And Administrative Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense recognized during the period | $ 1,900,000 | $ 4,800,000 | |
Windstream | Restricted Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares issued | 538,819 | ||
Shares issued to employees remained outstanding | 161,588 | ||
Windstream | Performance Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares issued | 70,889 | ||
Shares issued to employees remained outstanding | 16,033 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested balance | shares | 241,140 | |
Granted | shares | 308,146 | |
Forfeited | shares | (12,419) | |
Vested | shares | (42,976) | |
Unvested balance | shares | 493,891 | |
Unvested balance, Weighted Average Fair Value at Grant Date | $ / shares | $ 25.82 | |
Granted, Weighted Average Fair Value at Grant Date | $ / shares | 20.56 | |
Forfeited, Weighted Average Fair Value at Grant Date | $ / shares | 21.42 | |
Vested, Weighted Average Fair Value at Grant Date | $ / shares | 26.34 | |
Unvested balance, Weighted Average Fair Value at Grant Date | $ / shares | $ 22.60 | |
Unvested balance, Aggregate Intrinsic Value | $ | $ 12,550 | [1] |
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 30, 2016. The market value as of December 30, 2016 was $25.41 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2016, the final trading day of 2016. |
Stock-Based Compensation - Sc78
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | Feb. 29, 2016 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested balance | 60,970 | ||
Granted | 101,660 | 101,660 | |
Forfeited | 0 | ||
Unvested balance | 162,630 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 21.82 | ||
Granted, Weighted Average Fair Value at Grant Date | 20.71 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 21.13 | ||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 4,132 | |
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 30, 2016. The market value as of December 30, 2016 was $25.41 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2016, the final trading day of 2016. |
Stock-Based Compensation - Sc79
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 2 years 10 months 24 days | 3 years |
Expected volatility | 26.60% | 48.80% |
Expected annual dividend | 0.00% | 0.00% |
Risk free rate | 0.90% | 0.90% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jun. 24, 2016USD ($)shares | Jun. 15, 2016shares | May 31, 2016USD ($)Tower | Dec. 29, 2015USD ($) | Apr. 25, 2015$ / sharesshares | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | shares | 149,862,000 | 155,138,637 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Proceeds from disposition of common stock | $ (543,000) | $ 54,213,000 | |||||||
General and administrative expense | 11,208,000 | 35,402,000 | |||||||
Operating expense | 13,743,000 | 49,668,000 | |||||||
Dividends payable | 90,507,000 | 94,607,000 | |||||||
Payments related to tax withholding for share-based compensation | 113,000 | 2,359,000 | |||||||
Windstream | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts receivable from related party to the collection of revenues of consumer CLEC business revenues | 1,700,000 | ||||||||
Dividends payable | $ 17,600,000 | ||||||||
Dividend declared date | Nov. 6, 2015 | ||||||||
Dividend record date | Dec. 31, 2015 | ||||||||
Dividends payable date | Jan. 15, 2016 | ||||||||
Common shares withheld to satisfy minimum statutory tax-withholding obligations | shares | 91,412 | ||||||||
Payments related to tax withholding for share-based compensation | $ 1,900,000 | ||||||||
Number of wireless towers owned | Tower | 32 | ||||||||
Number of wireless towers owned by operating rights | Tower | 49 | ||||||||
Purchase price of wireless towers to be acquired | $ 3,000,000 | ||||||||
Capital expenditures | $ 43,100,000 | ||||||||
Windstream | Master Lease | |||||||||
Related Party Transaction [Line Items] | |||||||||
Leasing revenue | 337,600,000 | $ 458,600,000 | |||||||
Incremental rent per year | $ 3,500,000 | ||||||||
Windstream | Transitional Service Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
General and administrative expense | $ 19,000 | 100,000 | |||||||
Windstream | Tenant Capital Improvements | Master Lease | |||||||||
Related Party Transaction [Line Items] | |||||||||
Leasing revenue | 800,000 | $ 6,100,000 | |||||||
Windstream | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Disposition of common stock in exchange for debt | shares | 14,700,000 | ||||||||
Windstream | Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | shares | 14,700,000 | ||||||||
Proceeds from disposition of common stock | $ 0 | ||||||||
Windstream | Consumer CLEC Business | Wholesale Master Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating expense | 6,600,000 | 10,100,000 | |||||||
Windstream | Consumer CLEC Business | Master Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating expense | $ 900,000 | $ 1,100,000 | |||||||
Spinoff | Windstream | Consumer CLEC Business | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | shares | 149,800,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Common stock, ownership interest percentage | 19.60% | ||||||||
Spinoff | Windstream | Consumer CLEC Business | Share Distribution | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of stock distributed | 80.40% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Performance Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 61 | 220 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Numerator: | |||||||||
Net (loss) income | $ 8,301 | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | $ 7,166 | $ 9,403 | $ 24,870 | $ (212) |
Less: Income allocated to participating securities | (1,152) | (1,557) | |||||||
Dividends declared on convertible preferred stock | (1,743) | ||||||||
Amortization of discount on convertible preferred stock | (1,985) | ||||||||
Net (loss) income applicable to common shareholders | $ 7,976 | $ (6,163) | $ (4,144) | $ (2,871) | $ 7,681 | $ 6,769 | $ 8,973 | $ 23,718 | $ (5,497) |
Denominator: | |||||||||
Basic | 149,835 | 152,473 | |||||||
Basic (loss) earnings per common share | $ 0.05 | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 | $ (0.04) |
Numerator: | |||||||||
Net (loss) income | $ 8,301 | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | $ 7,166 | $ 9,403 | $ 24,870 | $ (212) |
Less: Income allocated to participating securities | (1,152) | (1,557) | |||||||
Dividends declared on convertible preferred stock | (1,743) | ||||||||
Amortization of discount on convertible preferred stock | (1,985) | ||||||||
Net (loss) income applicable to common shares | $ 23,718 | $ (5,497) | |||||||
Denominator: | |||||||||
Basic weighted-average common shares outstanding | 149,835 | 152,473 | |||||||
Weighted-average shares for dilutive earnings per common share | 149,835 | 152,473 | |||||||
Dilutive (loss) earnings per common share | $ 0.05 | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 | $ (0.04) |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | Feb. 23, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||
Number of operating business segments | 3 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of operating business segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | $ 128,748 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 173,932 | $ 173,634 | $ 476,314 | $ 770,408 | |
Adjusted EBITDA | 453,297 | 690,184 | ||||||||
Interest expense | 181,797 | 275,394 | ||||||||
Depreciation and amortization | 238,748 | 375,970 | ||||||||
Transaction related costs | 5,210 | 33,669 | ||||||||
Stock-based compensation | 1,934 | 4,846 | ||||||||
Income tax expense | 738 | 517 | ||||||||
Net (loss) income | $ 8,301 | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | $ 7,166 | $ 9,403 | 24,870 | (212) | |
Capital expenditures | [1] | 44,413 | 46,443 | |||||||
Leasing | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 458,614 | 677,368 | ||||||||
Adjusted EBITDA | 449,340 | 659,198 | ||||||||
Depreciation and amortization | 236,177 | 344,083 | ||||||||
Capital expenditures | [1] | 44,413 | 15,437 | |||||||
Fiber Infrastructure | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 70,568 | |||||||||
Adjusted EBITDA | 25,912 | |||||||||
Depreciation and amortization | 28,629 | |||||||||
Capital expenditures | [1] | 31,006 | ||||||||
Consumer CLEC | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 17,700 | 22,472 | ||||||||
Adjusted EBITDA | 3,957 | 5,074 | ||||||||
Depreciation and amortization | $ 2,571 | $ 3,258 | ||||||||
[1] | Segment capital expenditures represents acquisition of ground lease investments and other capital expenditures as reported in the investing activities section of the Statement of Cash Flows. |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,318,752 | $ 2,542,636 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,390,431 | 2,527,915 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total assets | 914,082 | |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 14,239 | $ 14,721 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Rental expense under operating leases | $ 132,000 | $ 834,000 |
Obligations under tax matters agreement | $ 0 |
Commitments and Contingencies87
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 15,483 |
2,018 | 11,390 |
2,019 | 7,450 |
2,020 | 4,840 |
2,021 | 2,030 |
Thereafter | 5,579 |
Total | $ 46,772 |
Accumulated Other Comprehensi88
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income by Component (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning balance, value | $ (1,166,906) |
Ending balance, value | (1,402,445) |
Currency Translation Adjustment | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive loss before reclassifications | (267) |
Ending balance, value | (267) |
Accumulated Net Gain Loss From Designated Or Qualifying Cash Flow Hedges | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning balance, value | (5,427) |
Other comprehensive loss before reclassifications | (24,465) |
Amounts reclassified from accumulated other comprehensive income | 23,790 |
Ending balance, value | (6,102) |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning balance, value | (5,427) |
Other comprehensive loss before reclassifications | (24,732) |
Amounts reclassified from accumulated other comprehensive income | 23,790 |
Ending balance, value | $ (6,369) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Aug. 31, 2016 | |
Income Taxes [Line Items] | |||
Federal income tax provision | $ 0 | ||
Net operating loss | $ 102,900,000 | ||
Deferred tax assets gross | 90,000 | 48,738,000 | |
Deferred tax liabilities | $ 5,714,000 | 28,394,000 | |
Unrecognized tax benefits or tax-related penalties or interest | $ 0 | ||
Income tax examination, year open to examination | 2,015 | ||
Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards expiration year | 2,026 | ||
Latest Tax Year | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards expiration year | 2,036 | ||
Tower Cloud | |||
Income Taxes [Line Items] | |||
Business acquisition date | Aug. 31, 2016 | ||
Percentage of equity acquired | 100.00% | ||
Net operating loss | $ 81,200,000 | ||
Deferred tax assets gross | 37,000,000 | ||
Deferred tax liabilities | $ 24,800,000 | ||
Minimum | Tower Cloud | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards expiration year | 2,026 | ||
Maximum | Tower Cloud | |||
Income Taxes [Line Items] | |||
Operating loss carry forwards expiration year | 2,036 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Current | ||
Federal | $ 1,208 | $ 1,596 |
State | 741 | 1,107 |
Total current expense | 1,949 | 2,703 |
Deferred | ||
Federal | (770) | (1,488) |
State | (441) | (698) |
Total deferred expense | (1,211) | (2,186) |
Total income tax expense | $ 738 | $ 517 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income from continuing operations, before tax | $ 24,795 | $ 305 |
Income tax at U.S. statutory federal rate | 8,665 | 107 |
Increases (decreases) resulting from: | ||
State taxes, net of federal benefit | 266 | (224) |
Benefit of REIT status | (8,193) | (4,016) |
Capitalized transaction costs | (3,915) | |
Change in valuation allowance | 8,176 | |
Adjustment of deferred tax balances | 149 | |
Permanent differences | 52 | |
Rate differential | 188 | |
Total income tax expense | $ 738 | $ 517 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Deferred revenue | $ 4,244 | $ 90 |
Accrued bonuses | 520 | |
Goodwill | 1,886 | |
Stock based compensation | 179 | |
Accrued expenses and other | 802 | |
Asset retirement obligation | 790 | |
Inventory reserve | 401 | |
Net operating loss carryforwards | 39,916 | |
Deferred tax assets | 48,738 | 90 |
Valuation allowance | (8,176) | |
Deferred tax assets, net of valuation allowance | 40,562 | 90 |
Deferred tax liabilities: | ||
Property, plant & equipment | (20,923) | (1,759) |
Customer list intangible | (47,721) | (4,045) |
Other intangible amortization | (137) | |
Other | (175) | |
Deferred tax liabilities | (68,956) | (5,804) |
Deferred tax asset (liability), net | $ (28,394) | $ (5,714) |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 31, 2016 | Jun. 24, 2016 | May 02, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Capitalization Equity [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, terms of conversion | Holders of the Series A Shares have the option to convert at any time after three years, or are mandatorily convertible after eight years. | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, shares outstanding | 155,138,637 | 149,862,000 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Shares available for future issuance | 344,861,363 | ||||
Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Additional shares issued | 5,077,629 | ||||
Proceeds from issuance of public offering, net of underwriting discounts and commissions | $ 54.8 | ||||
Common Stock | Public Offering | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Additional shares issued | 2,200,000 | ||||
Public offering price | $ 26.01 | ||||
Tower Cloud | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 1,900,000 | ||||
Common stock, par value | $ 0.0001 | ||||
PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 87,500 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock, liquidation value | $ 87.5 | ||||
Percentage of dividend rate on convertible preferred stock | 3.00% | ||||
Preferred stock, liquidation preference | $ 1,000 | ||||
PEG Bandwidth, LLC | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 1,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
PEG Bandwidth, LLC | Common Stock | 3% Series A Convertible Preferred Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Convertible preferred stock, conversion rate | 28.5714 | ||||
PEG Bandwidth, LLC | Common Stock | Maximum | 3% Series A Convertible Preferred Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Convertible preferred stock, conversion rate | 50.5305 |
Dividends (Distributions) - Add
Dividends (Distributions) - Additional Information (Details) - $ / shares | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | ||
Common stock distribution per share | $ 1.04 | $ 2.40 |
Dividends (Distributions) - Sch
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Details) - $ / shares | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | ||
Ordinary dividends | $ 0.87 | $ 1.31 |
Non-dividend distributions | 0.17 | 1.09 |
Total | $ 1.04 | $ 2.40 |
Future Minimum Rents - Schedule
Future Minimum Rents - Schedule of Future Minimum Lease Payments to be Received from Tenant under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases Future Minimum Payments Receivable [Abstract] | |
2,017 | $ 657,103 |
2,018 | 660,883 |
2,019 | 664,727 |
2,020 | 668,578 |
2,021 | 671,845 |
Thereafter | 5,769,327 |
Total | $ 9,092,463 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, description | We match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation | |
Expense recognized under defined contribution plan | $ 0.1 | $ 0.4 |
Defined Contribution Plan First 3% of Employee's Compensation | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employer matching compensation contributed | 100.00% | |
Percentage of employee's compensation contributed | 3.00% | |
Defined Contribution Plan Next 2% of Employee's Compensation | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employer matching compensation contributed | 50.00% | |
Percentage of employee's compensation contributed | 2.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) shares in Millions, $ in Millions | Feb. 23, 2017USD ($)shares | Feb. 09, 2017 | Jan. 31, 2017USD ($)Tower | Dec. 31, 2016Tower |
Uniti Towers | ||||
Subsequent Event [Line Items] | ||||
Number of wireless towers owned | Tower | 102 | |||
Subsequent Event | Senior Secured Term Loan B Facility | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, decrease in interest rate | 0.50% | |||
Issuance senior notes, stated percentage | 5.10% | |||
Subsequent Event | Senior Secured Term Loan B Facility | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.00% | |||
Subsequent Event | Senior Secured Term Loan B Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Subsequent Event [Line Items] | ||||
Issuance senior notes, stated percentage | 1.00% | |||
Subsequent Event | Uniti Towers | ||||
Subsequent Event [Line Items] | ||||
Number of wireless towers owned | Tower | 468 | |||
Cash paid for business acquisition | $ | $ 62.6 | |||
Subsequent Event | Hunt Telecommunications, LLC | ||||
Subsequent Event [Line Items] | ||||
Cash to be paid for business acquisition | $ | $ 114.5 | |||
Operating partnership units to be transferred for business acquisition | shares | 2 |
Supplemental Guarantor Inform99
Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | Apr. 23, 2015 |
Assets: | ||||
Property, plant and equipment, net | $ 2,670,037 | $ 2,374,760 | ||
Cash and cash equivalents | 171,754 | 142,498 | $ 18 | |
Accounts receivable, net | 15,281 | 2,083 | ||
Goodwill | 262,334 | |||
Intangible assets, net | 160,584 | 10,530 | ||
Straight-line revenue receivable | 29,088 | 11,795 | ||
Other assets | 9,674 | 970 | ||
Total Assets | 3,318,752 | 2,542,636 | ||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Accounts payable, accrued expenses and other liabilities | 40,977 | 10,409 | ||
Accrued interest payable | 27,812 | 24,440 | ||
Deferred revenue | 261,404 | 67,817 | ||
Derivative liability | 6,102 | 5,427 | ||
Dividends payable | 94,607 | 90,507 | ||
Deferred income taxes | 28,394 | 5,714 | ||
Capital lease obligations | 54,535 | |||
Contingent consideration | 98,600 | $ 98,600 | ||
Notes and other debt, net | 4,028,214 | 3,505,228 | ||
Total liabilities | 4,640,645 | 3,709,542 | ||
Shareholders' Deficit: | ||||
Common stock | 15 | 15 | ||
Additional paid-in capital | 141,092 | 1,392 | ||
Accumulated other comprehensive income | (6,369) | (5,427) | ||
Distributions in excess of accumulated earnings | (1,537,183) | (1,162,886) | ||
Total shareholders' deficit | (1,402,445) | (1,166,906) | 2,508,420 | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 3,318,752 | 2,542,636 | ||
Eliminations | ||||
Assets: | ||||
Affiliate receivable | (2,413) | (151) | ||
Investment in consolidated subsidiaries | (5,599,560) | (5,427,451) | ||
Total Assets | (5,601,973) | (5,427,602) | ||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Accrued interest payable | (27,812) | (24,440) | ||
Derivative liability | (6,102) | (5,427) | ||
Affiliate payable | (2,413) | (151) | ||
Notes and other debt, net | (4,028,214) | (3,505,228) | ||
Total liabilities | (4,064,541) | (3,535,246) | ||
Shareholders' Deficit: | ||||
Accumulated other comprehensive income | 6,369 | 5,427 | ||
Distributions in excess of accumulated earnings | (1,543,801) | (1,897,783) | ||
Total shareholders' deficit | (1,537,432) | (1,892,356) | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | (5,601,973) | (5,427,602) | ||
Series A Convertible Preferred Stock | ||||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Convertible preferred stock | 80,552 | |||
CS&L, Inc. | ||||
Assets: | ||||
Cash and cash equivalents | 131,145 | 17 | ||
Accounts receivable, net | (3) | |||
Investment in consolidated subsidiaries | 2,801,234 | 2,458,679 | ||
Other assets | 1,066 | |||
Total Assets | 2,933,442 | 2,458,696 | ||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Accrued interest payable | 27,812 | 24,440 | ||
Derivative liability | 6,102 | 5,427 | ||
Dividends payable | 94,607 | 90,507 | ||
Contingent consideration | 98,600 | |||
Notes and other debt, net | 4,028,214 | 3,505,228 | ||
Total liabilities | 4,255,335 | 3,625,602 | ||
Shareholders' Deficit: | ||||
Common stock | 15 | 15 | ||
Additional paid-in capital | 141,092 | 1,392 | ||
Accumulated other comprehensive income | (6,369) | (5,427) | ||
Distributions in excess of accumulated earnings | (1,537,183) | (1,162,886) | ||
Total shareholders' deficit | (1,402,445) | (1,166,906) | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 2,933,442 | 2,458,696 | ||
CS&L, Inc. | Series A Convertible Preferred Stock | ||||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Convertible preferred stock | 80,552 | |||
CSL Capital, LLC | ||||
Assets: | ||||
Investment in consolidated subsidiaries | 2,036,717 | 2,458,679 | ||
Total Assets | 2,036,717 | 2,458,679 | ||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Accrued interest payable | 27,812 | 24,440 | ||
Derivative liability | 6,102 | 5,427 | ||
Notes and other debt, net | 4,028,214 | 3,505,228 | ||
Total liabilities | 4,062,128 | 3,535,095 | ||
Shareholders' Deficit: | ||||
Accumulated other comprehensive income | (6,102) | (5,427) | ||
Distributions in excess of accumulated earnings | (2,019,309) | (1,070,989) | ||
Total shareholders' deficit | (2,025,411) | (1,076,416) | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 2,036,717 | 2,458,679 | ||
Guarantors | ||||
Assets: | ||||
Property, plant and equipment, net | 1,975,455 | 1,841,712 | ||
Cash and cash equivalents | 32,426 | 140,197 | $ 18 | |
Accounts receivable, net | 8,989 | 474 | ||
Affiliate receivable | 151 | |||
Goodwill | 145,054 | |||
Intangible assets, net | 37,033 | |||
Straight-line revenue receivable | 29,084 | 11,795 | ||
Investment in consolidated subsidiaries | 761,609 | 510,093 | ||
Other assets | 6,567 | 672 | ||
Total Assets | 2,996,217 | 2,505,094 | ||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Accounts payable, accrued expenses and other liabilities | 25,081 | 9,204 | ||
Deferred revenue | 157,857 | 44,862 | ||
Affiliate payable | 2,413 | |||
Deferred income taxes | 1,603 | 1,677 | ||
Capital lease obligations | 47,977 | |||
Total liabilities | 234,931 | 55,743 | ||
Shareholders' Deficit: | ||||
Distributions in excess of accumulated earnings | 2,761,286 | 2,449,351 | ||
Total shareholders' deficit | 2,761,286 | 2,449,351 | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 2,996,217 | 2,505,094 | ||
Non-Guarantors | ||||
Assets: | ||||
Property, plant and equipment, net | 694,582 | 533,048 | ||
Cash and cash equivalents | 8,183 | 2,284 | ||
Accounts receivable, net | 6,295 | 1,609 | ||
Affiliate receivable | 2,413 | |||
Goodwill | 117,280 | |||
Intangible assets, net | 123,551 | 10,530 | ||
Straight-line revenue receivable | 4 | |||
Other assets | 2,041 | 298 | ||
Total Assets | 954,349 | 547,769 | ||
Liabilities, Convertible Preferred Stock and Shareholders' (Deficit) Equity: | ||||
Accounts payable, accrued expenses and other liabilities | 15,896 | 1,205 | ||
Deferred revenue | 103,547 | 22,955 | ||
Affiliate payable | 151 | |||
Deferred income taxes | 26,791 | 4,037 | ||
Capital lease obligations | 6,558 | |||
Total liabilities | 152,792 | 28,348 | ||
Shareholders' Deficit: | ||||
Accumulated other comprehensive income | (267) | |||
Distributions in excess of accumulated earnings | 801,824 | 519,421 | ||
Total shareholders' deficit | 801,557 | 519,421 | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | $ 954,349 | $ 547,769 |
Supplemental Guarantor Infor100
Supplemental Guarantor Information - Condensed Consolidating Statement of Comprehensive Income (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Revenues: | |||||||||
Total revenues | $ 128,748 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 173,932 | $ 173,634 | $ 476,314 | $ 770,408 |
Costs and Expenses: | |||||||||
Interest expense | 181,797 | 275,394 | |||||||
Depreciation and amortization | 238,748 | 375,970 | |||||||
General and administrative expense | 11,208 | 35,402 | |||||||
Operating expense (exclusive of depreciation, accretion and amortization) | 13,743 | 49,668 | |||||||
Transaction related costs | 5,210 | 33,669 | |||||||
Total costs and expenses | 450,706 | 770,103 | |||||||
Income before income taxes | 8,532 | (4,752) | (2,215) | (1,208) | 8,480 | 7,405 | 9,671 | 25,608 | 305 |
Income tax expense | 738 | 517 | |||||||
Net (loss) income | $ 8,301 | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | $ 7,166 | $ 9,403 | 24,870 | (212) |
Comprehensive (loss) income | 19,443 | (1,154) | |||||||
Eliminations | |||||||||
Costs and Expenses: | |||||||||
Interest expense | (181,797) | (273,022) | |||||||
Total costs and expenses | (181,797) | (273,022) | |||||||
Earnings (losses) from consolidated subsidiaries | (354,953) | (479,234) | |||||||
Income before income taxes | (173,156) | (206,212) | |||||||
Net (loss) income | (173,156) | (206,212) | |||||||
Comprehensive (loss) income | (167,729) | (205,270) | |||||||
CS&L, Inc. | |||||||||
Costs and Expenses: | |||||||||
Interest expense | 181,797 | 267,959 | |||||||
General and administrative expense | 1,934 | 4,829 | |||||||
Transaction related costs | 3,945 | ||||||||
Total costs and expenses | 183,731 | 276,733 | |||||||
Earnings (losses) from consolidated subsidiaries | 208,601 | 276,521 | |||||||
Income before income taxes | 24,870 | (212) | |||||||
Net (loss) income | 24,870 | (212) | |||||||
Comprehensive (loss) income | 19,443 | (1,154) | |||||||
CSL Capital, LLC | |||||||||
Costs and Expenses: | |||||||||
Interest expense | 181,797 | 273,022 | |||||||
Total costs and expenses | 181,797 | 273,022 | |||||||
Earnings (losses) from consolidated subsidiaries | 208,601 | 288,468 | |||||||
Income before income taxes | 26,804 | 15,446 | |||||||
Net (loss) income | 26,804 | 15,446 | |||||||
Comprehensive (loss) income | 21,377 | 14,771 | |||||||
Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 458,334 | 731,713 | |||||||
Costs and Expenses: | |||||||||
Interest expense | 7,046 | ||||||||
Depreciation and amortization | 173,648 | 279,507 | |||||||
General and administrative expense | 9,274 | 28,161 | |||||||
Operating expense (exclusive of depreciation, accretion and amortization) | 25,666 | ||||||||
Transaction related costs | 5,210 | 29,566 | |||||||
Total costs and expenses | 188,132 | 369,946 | |||||||
Earnings (losses) from consolidated subsidiaries | (62,249) | (85,755) | |||||||
Income before income taxes | 207,953 | 276,012 | |||||||
Income tax expense | 201 | 647 | |||||||
Net (loss) income | 207,752 | 275,365 | |||||||
Comprehensive (loss) income | 207,752 | 275,365 | |||||||
Non-Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 17,980 | 38,695 | |||||||
Costs and Expenses: | |||||||||
Interest expense | 389 | ||||||||
Depreciation and amortization | 65,100 | 96,463 | |||||||
General and administrative expense | 2,412 | ||||||||
Operating expense (exclusive of depreciation, accretion and amortization) | 13,743 | 24,002 | |||||||
Transaction related costs | 158 | ||||||||
Total costs and expenses | 78,843 | 123,424 | |||||||
Income before income taxes | (60,863) | (84,729) | |||||||
Income tax expense | 537 | (130) | |||||||
Net (loss) income | (61,400) | (84,599) | |||||||
Comprehensive (loss) income | (61,400) | (84,866) | |||||||
Leasing | |||||||||
Revenues: | |||||||||
Total revenues | 458,614 | 677,368 | |||||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 236,177 | 344,083 | |||||||
Leasing | Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 674,683 | ||||||||
Leasing | Non-Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 2,685 | ||||||||
Fiber Infrastructure | |||||||||
Revenues: | |||||||||
Total revenues | 70,568 | ||||||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 28,629 | ||||||||
Fiber Infrastructure | Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 57,030 | ||||||||
Fiber Infrastructure | Non-Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 13,538 | ||||||||
Rental Revenues | |||||||||
Revenues: | |||||||||
Total revenues | 458,614 | ||||||||
Rental Revenues | Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 458,334 | ||||||||
Rental Revenues | Non-Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | 280 | ||||||||
Consumer CLEC | |||||||||
Revenues: | |||||||||
Total revenues | 17,700 | 22,472 | |||||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 2,571 | 3,258 | |||||||
Consumer CLEC | Non-Guarantors | |||||||||
Revenues: | |||||||||
Total revenues | $ 17,700 | $ 22,472 |
Supplemental Guarantor Infor101
Supplemental Guarantor Information - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Cash flow from operating activities | ||
Net cash provided by operating activities | $ 293,208 | $ 375,988 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (488,788) | |
Consideration paid to Windstream Services, LLC | (1,035,029) | |
Acquisition of ground lease investments | (11,543) | |
Other capital expenditures | (44,413) | (34,900) |
Net cash used in investing activities | (1,079,442) | (535,231) |
Cash flow from financing activities | ||
Proceeds from issuance of Term Loans | 1,127,000 | |
Principal payment on debt | (10,700) | (22,027) |
Dividends paid | (156,854) | (367,830) |
Proceeds from issuance of Notes | 548,875 | |
Borrowings under revolving credit facility | 641,000 | |
Payments under revolving credit facility | (641,000) | |
Capital lease payments | (1,549) | |
Deferred financing costs | (30,057) | (20,557) |
Common stock issuance, net of costs | (543) | 54,213 |
Net share settlement | (113) | (2,359) |
Cash in-lieu of fractional shares | (19) | |
Net cash provided by financing activities | 928,714 | 188,766 |
Common stock issuance costs | (543) | |
Effect of exchange rates on cash and cash equivalents | (267) | |
Net increase in cash and cash equivalents | 142,480 | 29,256 |
Cash and cash equivalents at beginning of period | 18 | 142,498 |
Cash and cash equivalents at end of period | 142,498 | 171,754 |
Eliminations | ||
Cash flow from operating activities | ||
Net cash provided by operating activities | (253,362) | (209,769) |
Cash flow from financing activities | ||
Intercompany transactions, net | 253,362 | 209,769 |
Net cash provided by financing activities | 253,362 | 209,769 |
CS&L, Inc. | ||
Cash flow from operating activities | ||
Net cash provided by operating activities | 106,332 | (59,076) |
Cash flow from investing activities | ||
Consideration paid to Windstream Services, LLC | (1,035,029) | |
Net cash used in investing activities | (1,035,029) | |
Cash flow from financing activities | ||
Proceeds from issuance of Term Loans | 1,127,000 | |
Principal payment on debt | (10,700) | (22,027) |
Dividends paid | (156,854) | (367,830) |
Proceeds from issuance of Notes | 548,875 | |
Borrowings under revolving credit facility | 641,000 | |
Payments under revolving credit facility | (641,000) | |
Deferred financing costs | (30,057) | (20,557) |
Common stock issuance, net of costs | (543) | 54,213 |
Net share settlement | (113) | (2,359) |
Intercompany transactions, net | (111) | |
Cash in-lieu of fractional shares | (19) | |
Net cash provided by financing activities | 928,714 | 190,204 |
Common stock issuance costs | (543) | |
Net increase in cash and cash equivalents | 17 | 131,128 |
Cash and cash equivalents at beginning of period | 17 | |
Cash and cash equivalents at end of period | 17 | 131,145 |
Guarantors | ||
Cash flow from operating activities | ||
Net cash provided by operating activities | 426,719 | 626,147 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (315,494) | |
Other capital expenditures | (33,178) | (14,567) |
Net cash used in investing activities | (33,178) | (330,061) |
Cash flow from financing activities | ||
Capital lease payments | (1,357) | |
Intercompany transactions, net | (253,362) | (402,500) |
Net cash provided by financing activities | (253,362) | (403,857) |
Net increase in cash and cash equivalents | 140,179 | (107,771) |
Cash and cash equivalents at beginning of period | 18 | 140,197 |
Cash and cash equivalents at end of period | 140,197 | 32,426 |
Non-Guarantors | ||
Cash flow from operating activities | ||
Net cash provided by operating activities | 13,519 | 18,686 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (173,294) | |
Acquisition of ground lease investments | (11,543) | |
Other capital expenditures | (11,235) | (20,333) |
Net cash used in investing activities | (11,235) | (205,170) |
Cash flow from financing activities | ||
Capital lease payments | (192) | |
Intercompany transactions, net | 192,842 | |
Net cash provided by financing activities | 192,650 | |
Effect of exchange rates on cash and cash equivalents | (267) | |
Net increase in cash and cash equivalents | 2,284 | 5,899 |
Cash and cash equivalents at beginning of period | 2,284 | |
Cash and cash equivalents at end of period | $ 2,284 | $ 8,183 |
Quarterly Results of Operati102
Quarterly Results of Operations (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||
Total revenues | $ 128,748 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 173,932 | $ 173,634 | $ 476,314 | $ 770,408 |
Income (loss) before income taxes | 8,532 | (4,752) | (2,215) | (1,208) | 8,480 | 7,405 | 9,671 | 25,608 | 305 |
Net income (loss) | 8,301 | (4,370) | (2,343) | (1,535) | 8,036 | 7,166 | 9,403 | 24,870 | (212) |
Net income (loss) applicable to common shareholders | $ 7,976 | $ (6,163) | $ (4,144) | $ (2,871) | $ 7,681 | $ 6,769 | $ 8,973 | $ 23,718 | $ (5,497) |
Basic earnings (loss) per common share | $ 0.05 | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 | $ (0.04) |
Diluted earnings (loss) per common share | 0.05 | (0.04) | (0.03) | (0.02) | 0.05 | 0.05 | 0.06 | 0.16 | (0.04) |
Dividends declared per common share | $ 0.44 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 1.64 | $ 2.40 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | Apr. 23, 2015 |
Assets: | ||||
Cash and cash equivalents | $ 171,754 | $ 142,498 | $ 18 | |
Accounts receivable, net | 15,281 | 2,083 | ||
Other assets | 9,674 | 970 | ||
Total Assets | 3,318,752 | 2,542,636 | ||
Liabilities: | ||||
Accrued interest payable | 27,812 | 24,440 | ||
Derivative liability | 6,102 | 5,427 | ||
Dividends payable | 94,607 | 90,507 | ||
Contingent consideration | 98,600 | $ 98,600 | ||
Notes and other debt, net | 4,028,214 | 3,505,228 | ||
Total liabilities | 4,640,645 | 3,709,542 | ||
Shareholders' Deficit: | ||||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | ||||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 155,139 shares at December 31, 2016 and 149,862 at December 31, 2015 | 15 | 15 | ||
Additional paid-in capital | 141,092 | 1,392 | ||
Accumulated other comprehensive loss | (6,369) | (5,427) | ||
Distributions in excess of accumulated earnings | (1,537,183) | (1,162,886) | ||
Total shareholders' deficit | (1,402,445) | (1,166,906) | $ 2,508,420 | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 3,318,752 | 2,542,636 | ||
Series A Convertible Preferred Stock | ||||
Liabilities: | ||||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value | 80,552 | |||
CS&L, Inc. | ||||
Assets: | ||||
Cash and cash equivalents | 131,145 | 17 | ||
Accounts receivable, net | (3) | |||
Other assets | 1,066 | |||
Investment in consolidated subsidiaries | 2,801,234 | 2,458,679 | ||
Total Assets | 2,933,442 | 2,458,696 | ||
Liabilities: | ||||
Accrued interest payable | 27,812 | 24,440 | ||
Derivative liability | 6,102 | 5,427 | ||
Dividends payable | 94,607 | 90,507 | ||
Contingent consideration | 98,600 | |||
Notes and other debt, net | 4,028,214 | 3,505,228 | ||
Total liabilities | 4,255,335 | 3,625,602 | ||
Shareholders' Deficit: | ||||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | ||||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 155,139 shares at December 31, 2016 and 149,862 at December 31, 2015 | 15 | 15 | ||
Additional paid-in capital | 141,092 | 1,392 | ||
Accumulated other comprehensive loss | (6,369) | (5,427) | ||
Distributions in excess of accumulated earnings | (1,537,183) | (1,162,886) | ||
Total shareholders' deficit | (1,402,445) | (1,166,906) | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' (Deficit) Equity | 2,933,442 | $ 2,458,696 | ||
CS&L, Inc. | Series A Convertible Preferred Stock | ||||
Liabilities: | ||||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value | $ 80,552 |
Schedule I - Condensed Finan104
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 155,138,637 | 149,862,000 |
Common stock, shares outstanding | 155,138,637 | 149,862,000 |
Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares authorized | 88,000 | |
Convertible preferred stock, shares issued | 88,000 | |
Convertible preferred stock, shares outstanding | 88,000 | |
Convertible preferred stock, liquidation value | $ 87,500 | |
CS&L, Inc. | ||
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 155,139,000 | 149,862,000 |
Common stock, shares outstanding | 155,139,000 | 149,862,000 |
CS&L, Inc. | Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares authorized | 88,000 | |
Convertible preferred stock, shares issued | 88,000 | |
Convertible preferred stock, shares outstanding | 88,000 | |
Convertible preferred stock, liquidation value | $ 87,500 |
Schedule I - Condensed Finan105
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Costs and Expenses: | |||||||||
Interest expense | $ 181,797 | $ 275,394 | |||||||
General and administrative expense | 11,208 | 35,402 | |||||||
Transaction related costs | 5,210 | 33,669 | |||||||
Total costs and expenses | 450,706 | 770,103 | |||||||
Income before income taxes | $ 8,532 | $ (4,752) | $ (2,215) | $ (1,208) | $ 8,480 | $ 7,405 | $ 9,671 | 25,608 | 305 |
Net (loss) income | $ 8,301 | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | $ 7,166 | $ 9,403 | 24,870 | (212) |
Comprehensive (loss) income | 19,443 | (1,154) | |||||||
CS&L, Inc. | |||||||||
Costs and Expenses: | |||||||||
Interest expense | 181,797 | 267,959 | |||||||
General and administrative expense | 1,934 | 4,829 | |||||||
Transaction related costs | 3,945 | ||||||||
Total costs and expenses | 183,731 | 276,733 | |||||||
Operating loss | (183,731) | (276,733) | |||||||
Earnings from consolidated subsidiaries | 208,601 | 276,521 | |||||||
Income before income taxes | 24,870 | (212) | |||||||
Net (loss) income | 24,870 | (212) | |||||||
Comprehensive (loss) income | $ 19,443 | $ (1,154) |
Schedule I - Condensed Finan106
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Cash flow from operating activities | |||||||||
Net (loss) income | $ 8,301 | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | $ 7,166 | $ 9,403 | $ 24,870 | $ (212) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||
Amortization of deferred financing costs | 4,832 | 7,823 | |||||||
Amortization of debt discount | 5,172 | 8,179 | |||||||
Stock-based compensation | 1,934 | 4,846 | |||||||
Changes in: | |||||||||
Accounts receivable | (215) | (3,516) | |||||||
Other assets | (1,148) | (1,365) | |||||||
Accounts payable, accrued expenses and other liabilities | 32,024 | 2,806 | |||||||
Net cash provided by operating activities | 293,208 | 375,988 | |||||||
Cash flow from investing activities | |||||||||
Acquisition of businesses, net of cash acquired | (488,788) | ||||||||
Consideration paid to Windstream Services, LLC | (1,035,029) | ||||||||
Net cash used in investing activities | (1,079,442) | (535,231) | |||||||
Cash flow from financing activities | |||||||||
Principal payment on debt | (10,700) | (22,027) | |||||||
Dividends paid | (156,854) | (367,830) | |||||||
Proceeds from issuance of Term Loans | 1,127,000 | ||||||||
Proceeds from issuance of Notes | 548,875 | ||||||||
Borrowings under revolving credit facility | 641,000 | ||||||||
Payments under revolving credit facility | (641,000) | ||||||||
Capital lease payments | (1,549) | ||||||||
Deferred financing costs | (30,057) | (20,557) | |||||||
Common stock issuance, net of costs | (543) | 54,213 | |||||||
Net share settlement | (113) | (2,359) | |||||||
Cash in-lieu of fractional shares | (19) | ||||||||
Net cash provided by financing activities | 928,714 | 188,766 | |||||||
Effect of exchange rates on cash and cash equivalents | (267) | ||||||||
Net increase in cash and cash equivalents | 142,480 | 29,256 | |||||||
Cash and cash equivalents at beginning of period | $ 18 | 142,498 | 18 | 142,498 | |||||
Cash and cash equivalents at end of period | 171,754 | 142,498 | 142,498 | 171,754 | |||||
CS&L, Inc. | |||||||||
Cash flow from operating activities | |||||||||
Net (loss) income | 24,870 | (212) | |||||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||
Amortization of deferred financing costs | 4,832 | 7,823 | |||||||
Amortization of debt discount | 5,172 | 8,179 | |||||||
Equity in earnings from subsidiaries | (208,601) | (276,521) | |||||||
Distributions from subsidiaries | 253,362 | 194,500 | |||||||
Stock-based compensation | 1,934 | 4,846 | |||||||
Changes in: | |||||||||
Accounts receivable | 3 | ||||||||
Other assets | (1,066) | ||||||||
Accounts payable, accrued expenses and other liabilities | 24,763 | 3,372 | |||||||
Net cash provided by operating activities | 106,332 | (59,076) | |||||||
Cash flow from investing activities | |||||||||
Consideration paid to Windstream Services, LLC | (1,035,029) | ||||||||
Net cash used in investing activities | (1,035,029) | ||||||||
Cash flow from financing activities | |||||||||
Principal payment on debt | (10,700) | (22,027) | |||||||
Dividends paid | (156,854) | (367,830) | |||||||
Proceeds from issuance of Term Loans | 1,127,000 | ||||||||
Proceeds from issuance of Notes | 548,875 | ||||||||
Borrowings under revolving credit facility | 641,000 | ||||||||
Payments under revolving credit facility | (641,000) | ||||||||
Deferred financing costs | (30,057) | (20,557) | |||||||
Common stock issuance, net of costs | (543) | 54,213 | |||||||
Net share settlement | (113) | (2,359) | |||||||
Intercompany transactions, net | (111) | ||||||||
Cash in-lieu of fractional shares | (19) | ||||||||
Net cash provided by financing activities | 928,714 | 190,204 | |||||||
Net increase in cash and cash equivalents | 17 | 131,128 | |||||||
Cash and cash equivalents at beginning of period | $ 17 | 17 | |||||||
Cash and cash equivalents at end of period | $ 131,145 | $ 17 | $ 17 | $ 131,145 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account (Details) - Valuation Allowance For Deferred Tax Assets $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Charged to Other Accounts | $ 8,176 |
Balance at End of Period | $ 8,176 |
Schedule III - Real Estate Inve
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 6,256,248 | $ 6,093,541 |
Accumulated Depreciation | (4,054,748) | $ (3,720,890) |
Land | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | 26,833 | |
Accumulated Depreciation | (201) | |
Building and Improvements | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | 318,616 | |
Accumulated Depreciation | $ (148,432) | |
Building and Improvements | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 3 years | |
Building and Improvements | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Poles | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 234,393 | |
Accumulated Depreciation | $ (173,441) | |
Poles | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 13 years | |
Poles | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Fiber | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 2,024,564 | |
Accumulated Depreciation | $ (820,389) | |
Fiber | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 7 years | |
Fiber | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Copper | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 3,538,565 | |
Accumulated Depreciation | $ (2,856,327) | |
Copper | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 7 years | |
Copper | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Conduit | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 89,661 | |
Accumulated Depreciation | $ (54,487) | |
Conduit | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 13 years | |
Conduit | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 47 years | |
Towers | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 4,307 | |
Accumulated Depreciation | $ (659) | |
Towers | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 20 years | |
Towers | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 49 years | |
Real Property Interests | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 12,265 | |
Accumulated Depreciation | $ (94) | |
Real Property Interests | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 50 years | |
Real Property Interests | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 99 years | |
Other assets | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 5,299 | |
Accumulated Depreciation | $ (718) | |
Other assets | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 15 years | |
Other assets | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 20 years | |
Construction in progress | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 1,745 |
Schedule III - Real Estate I109
Schedule III - Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Tenant capital improvements | $ 157 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Carrying cost: | |
Gross amount at beginning | $ 6,093,541 |
Tenant capital improvements | 156,972 |
Acquisitions | 15,848 |
Total additions | 172,820 |
Cost of real estate sold or disposed | 10,113 |
Total deductions | 10,113 |
Balance at end | 6,256,248 |
Accumulated depreciation: | |
Gross amount of accumulated depreciation at beginning | 3,720,890 |
Depreciation | 343,971 |
Total additions | 343,971 |
Other | 10,113 |
Total deductions | 10,113 |
Balance at end | $ 4,054,748 |