Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | UNIT | ||
Entity Registrant Name | Uniti Group 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 | 175,428,468 | ||
Entity Public Float | $ 3,342,033,490 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Property, plant and equipment, net | $ 3,053,889 | $ 2,670,037 |
Cash and cash equivalents | 59,765 | 171,754 |
Accounts receivable, net | 43,652 | 15,281 |
Goodwill | 673,729 | 262,334 |
Intangible assets, net | 429,357 | 160,584 |
Straight-line revenue receivable | 47,041 | 29,088 |
Derivative asset | 6,793 | |
Other assets | 15,856 | 9,674 |
Total Assets | 4,330,082 | 3,318,752 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 77,634 | 40,977 |
Accrued interest payable | 28,684 | 27,812 |
Deferred revenue | 537,553 | 261,404 |
Derivative liability | 6,102 | |
Dividends payable | 109,557 | 94,607 |
Deferred income taxes | 55,478 | 28,394 |
Capital lease obligations | 56,329 | 54,535 |
Contingent consideration | 105,762 | 98,600 |
Notes and other debt, net | 4,482,697 | 4,028,214 |
Total liabilities | 5,453,694 | 4,640,645 |
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: 174,852 shares at December 31, 2017 and 155,139 at December 31, 2016 | 17 | 15 |
Additional paid-in capital | 644,328 | 141,092 |
Accumulated other comprehensive income (loss) | 7,821 | (6,369) |
Distributions in excess of accumulated earnings | (1,960,715) | (1,537,183) |
Total Uniti shareholders' deficit | (1,308,549) | (1,402,445) |
Noncontrolling interests - operating partnership units | 101,407 | |
Total shareholders' deficit | (1,207,142) | (1,402,445) |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 4,330,082 | 3,318,752 |
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 | $ 83,530 | $ 80,552 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 174,852,000 | 155,139,000 |
Common stock, shares outstanding | 174,851,514 | 155,139,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 88,000 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | 88,000 |
Convertible preferred stock, shares outstanding | 88,000 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Total revenues | $ 916,032 | $ 770,408 |
Costs and Expenses: | ||
Interest expense | 305,994 | 275,394 |
Depreciation and amortization | 434,205 | 375,970 |
General and administrative expense | 72,045 | 35,402 |
Operating expense (exclusive of depreciation, accretion and amortization) | 102,176 | 49,668 |
Transaction related costs | 38,005 | 33,669 |
Other expense | 11,284 | |
Total costs and expenses | 963,709 | 770,103 |
(Loss) income before income taxes | (47,677) | 305 |
Income tax (benefit) expense | (38,849) | 517 |
Net (loss) income | (8,828) | (212) |
Net income attributable to noncontrolling interests | 611 | |
Net (loss) income attributable to shareholders | (9,439) | (212) |
Participating securities' share in earnings | (1,509) | (1,557) |
Dividends declared on convertible preferred stock | (2,624) | (1,743) |
Amortization of discount on convertible preferred stock | (2,980) | (1,985) |
Net (loss) income attributable to common shareholders | $ (16,552) | $ (5,497) |
(Loss) earnings per common share (Note 12): | ||
Basic | $ (0.10) | $ (0.04) |
Diluted | $ (0.13) | $ (0.04) |
Weighted-average number of common shares outstanding | ||
Basic | 168,693 | 152,473 |
Diluted | 168,989 | 152,473 |
Dividends declared per common share | $ 2.40 | $ 2.40 |
Leasing | ||
Revenues: | ||
Total revenues | $ 685,099 | $ 676,868 |
Costs and Expenses: | ||
Depreciation and amortization | 347,999 | 343,368 |
Fiber Infrastructure | ||
Revenues: | ||
Total revenues | 202,791 | 70,568 |
Costs and Expenses: | ||
Depreciation and amortization | 78,307 | 28,629 |
Tower | ||
Revenues: | ||
Total revenues | 10,055 | 500 |
Consumer CLEC | ||
Revenues: | ||
Total revenues | 18,087 | 22,472 |
Costs and Expenses: | ||
Depreciation and amortization | $ 2,607 | $ 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, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ 24,870 | $ (8,828) | $ (212) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivative contracts | (5,427) | 12,895 | (675) |
Changes in foreign currency translation | 1,660 | (267) | |
Other comprehensive income (loss) | (5,427) | 14,555 | (942) |
Comprehensive income (loss) | 19,443 | 5,727 | (1,154) |
Comprehensive income attributable to noncontrolling interest | 976 | ||
Comprehensive income (loss) attributable to common shareholders | $ 19,443 | $ 4,751 | $ (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) Income | Distributions in Excess of Accumulated Earnings | Noncontrolling Interest |
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 | |||||
Net (loss) income | (8,828) | (9,439) | $ 611 | |||
Issuance of common stock | 517,501 | $ 2 | 517,499 | |||
Issuance of common stock, shares | 19,528,302 | |||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | ||||
Other comprehensive loss | 14,555 | 14,190 | 365 | |||
Common stock dividends | (410,054) | (410,054) | ||||
Distributions to noncontrolling interest | (4,978) | (4,978) | ||||
Convertible preferred stock dividends | (2,624) | (2,624) | ||||
Equity issuance cost | (18,575) | (18,575) | ||||
Contributions from noncontrolling interest holders | 105,969 | 105,969 | ||||
Purchase of noncontrolling interest | (560) | (560) | ||||
Net share settlement | (1,836) | (421) | (1,415) | |||
Stock-based compensation | 7,713 | 7,713 | ||||
Stock-based compensation, shares | 184,575 | |||||
Ending balance, value at Dec. 31, 2017 | $ (1,207,142) | $ 17 | $ 644,328 | $ 7,821 | $ (1,960,715) | $ 101,407 |
Ending balance, shares at Dec. 31, 2017 | 174,851,514 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities | |||
Net (loss) income | $ 24,870 | $ (8,828) | $ (212) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 238,748 | 434,205 | 375,970 |
Amortization of deferred financing costs and debt discount | 10,004 | 23,102 | 16,002 |
Deferred income taxes | (1,211) | (41,171) | (2,186) |
Straight-line rental revenues | (11,795) | (15,136) | (17,293) |
Stock-based compensation | 1,934 | 7,713 | 4,846 |
Change in fair value of contingent consideration | 10,736 | ||
Other | (3) | 872 | 936 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (215) | (10,524) | (3,516) |
Other assets | (1,148) | (1,560) | (1,365) |
Accounts payable, accrued expenses and other liabilities | 32,024 | 5,851 | 2,806 |
Net cash provided by operating activities | 293,208 | 405,260 | 375,988 |
Cash flow from investing activities | |||
Acquisition of businesses, net of cash acquired | (761,887) | (488,788) | |
Consideration paid to Windstream Services, LLC | (1,035,029) | ||
Acquisition of ground lease investments | (21,764) | (11,543) | |
NMS asset acquisition (Note 4) | (69,729) | ||
Capital expenditures - other | (44,413) | (166,028) | (34,900) |
Net cash used in investing activities | (1,079,442) | (1,019,408) | (535,231) |
Cash flow from financing activities | |||
Principal payment on debt | (10,700) | (21,080) | (22,027) |
Dividends paid | (156,854) | (400,210) | (367,830) |
Payments of contingent consideration | (19,999) | ||
Proceeds from issuance of Term Loans | 1,127,000 | ||
Proceeds from issuance of Notes | 201,000 | 548,875 | |
Borrowings under revolving credit facility | 845,000 | 641,000 | |
Payments under revolving credit facility | (565,000) | (641,000) | |
Capital lease payments | (3,237) | (1,549) | |
Deferred financing costs | (30,057) | (28,539) | (20,557) |
Common stock issuance, net of costs | (543) | 498,926 | 54,213 |
Purchase of noncontrolling interest | (560) | ||
Distributions paid to noncontrolling interest | (2,498) | ||
Net share settlement | (113) | (1,836) | (2,359) |
Cash in-lieu of fractional shares | (19) | ||
Net cash provided by financing activities | 928,714 | 501,967 | 188,766 |
Effect of exchange rates on cash and cash equivalents | 192 | (267) | |
Net (decrease) increase in cash and cash equivalents | 142,480 | (111,989) | 29,256 |
Cash and cash equivalents at beginning of period | 18 | 171,754 | 142,498 |
Cash and cash equivalents at end of period | 142,498 | 59,765 | 171,754 |
Non-cash investing and financing activities: | |||
Property and equipment acquired but not yet paid | 15,285 | 5,752 | |
Tenant capital improvements | 68,569 | 227,969 | 156,972 |
Acquisition of businesses through non-cash consideration | $ 122,395 | $ 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 $ in Thousands | 4 Months Ended |
Apr. 23, 2015USD ($) | |
Consumer CLEC Business | |
Revenues | $ 10,149 |
Direct expenses: | |
Cost of revenues | 5,552 |
Selling, general, and administrative | 22 |
Amortization | 1,283 |
Total costs and expenses | 6,857 |
Revenues in Excess of Direct Expenses | $ 3,292 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Uniti Group Inc. (the “Company,” “Uniti,” “we,” “us,” or “our”), formerly known as Communications Sales and Leasing, Inc., was incorporated in the state of Delaware in February 2014 and reorganized in the state of Maryland on September 4, 2014. We are an independent, internally managed real estate investment trust (“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. We manage our operations in four separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business. The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2017 | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include all accounts of the Company, its wholly-owned and/or controlled subsidiaries, which consist of the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Consolidated Financial Statements of Uniti Group Inc. as the Company has determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. 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”). |
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 Uniti. The accompanying Statement of Revenues and Direct Expenses for the period January 1, 2015 to April 24, 2015 (the “Spin Date”) has 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 is 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 period presented are not necessarily indicative of results of the Consumer CLEC Business following the Spin-Off. The accompanying Statement 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 Statement of Revenues and Direct Expenses excludes 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, 2017 | |
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 capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. 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. As of December 31, 2017 and 2016, the accumulated amortization of our capital lease assets was $10.1 million and $3.2 million, respectively. Certain property, plant and equipment acquired as part of our spin-off from Windstream Holdings, Inc (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”) is 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 triple-net leasing arrangements 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 Statements of Income. 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. As of December 31, 2017 and 2016, our aggregate carrying amount of asset retirement obligations totaled $9.4 million and $4.2 million, respectively. During the year ended December 31, 2017, we incurred liabilities of $4.4 million and recognized $0.8 million of accretion expense related to asset retirement obligations. Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives with the exception of the customer list intangible assets related to our Consumer CLEC Business, which were brought over at carry-over basis at the time of the Company’s spin-off from Windstream in 2015, and are amortized using the sum-of-the-years’-digits method over their estimated useful lives 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, 2017 and 2016, no allowance was recorded related to our straight-line rent receivable. We lease certain assets to Windstream under a triple-net lease, 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 or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. 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, 2017 and 2016, the allowance recorded for service receivables was $1.0 million and $1.4 million, respectively. 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. Stock-Based Compensation Income Taxes We intend to make regular quarterly dividend payments of all or substantially all of our annual REIT taxable 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. 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 result in income that does not constitute 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 a liability for unrecognized tax benefits of $5.3 million. The Company will be subject to a federal corporate level tax (currently 35%, 21% beginning 2018 and beyond) on any gain recognized from the sale of assets occurring within a five year 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. Business Combinations Business Combinations Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the consolidated balance sheets. Goodwill We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, capital expenditure plans, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment. As of December 31, 2017 and 2016, all of our Goodwill is included in our Fiber Infrastructure segment. We performed our goodwill impairment analysis during the fourth quarter and we concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 2%. During the years ended December 31, 2017 and 2016 and for the period April 24 2015 to December 31, 2015, no impairment losses were recognized. 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 12. Concentration of Credit Risks Revenue under the Master Lease provided 74.8% of our revenue for the year ended December 31, 2017 and 87.9% of our revenue for the year ended December 31, 2016. Because our revenue is primarily 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 January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2017-01 effective January 1, 2017, with prospective application. As a result of the adoption of ASU 2017-01, the Company’s acquisition of NMS ( see Note 4 ) was determined to be an asset acquisition. Transaction costs associated with asset acquisitions, which includes our real property interest investments, are capitalized as opposed to being recorded as an expense as is required prior to adoption of ASU 2017-01, had this been a business combination. 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 August 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-12 , Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases |
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 and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Note 4. Business Combinations and Asset Acquisitions Asset Acquisitions Network Management Holdings LTD On January 31, 2017, we completed the acquisition of NMS. The Company accounted for the acquisition of NMS as an asset purchase. At close, NMS owned and operated 366 wireless communications towers in Latin America with an additional 105 build to suit tower sites under development. The NMS portfolio spans three Latin American countries with 212 towers in Mexico, 54 towers in Nicaragua, and 100 towers in Colombia. The consideration for the 366 wireless towers in operation as of the transaction close date was $62.6 million, which was funded through cash on hand, and is presented in NMS asset acquisition on the Consolidated Statements of Cash Flows. NMS conducts its operations through three non-U.S. subsidiaries and the Company has determined that the functional currencies for the Mexican, Nicaraguan and Colombian subsidiaries are the Mexican Peso, U.S. Dollar and Colombian Peso, respectively. The non-U.S. subsidiaries in which NMS conducts its operations are subject to income tax in the jurisdictions in which they operate. The acquisition did not result in a step up in tax basis under local law. The Company recorded a net deferred tax liability of $18.4 million and a liability for unrecognized tax benefits of $5.3 million in connection with the acquisition. The deferred tax liability is primarily related to the excess of the recorded amounts for Property, Plant & Equipment and Intangibles over their respective historical tax bases. Under the terms of the purchase agreement, we will acquire the towers under development when construction is completed. The NMS towers are reflected in our Towers segment. See Note 13 (thousands) Property, plant and equipment $ 36,417 Accounts receivable 2,826 Other assets 1,623 Intangible assets 52,437 Accounts payable, accrued expenses and other liabilities (8,895 ) Intangible liabilities (3,440 ) Deferred income taxes (18,403 ) Total purchase consideration $ 62,565 Of the $52.4 million of acquired intangible assets, $37.4 million was assigned to tenant contracts (22 year life), $13.5 million was assigned to network (22 year life) and $1.5 million was assigned to acquired above-market leases (10 year life). The acquired below-market lease intangible liability of $3.4 million has a 10 year life. See Note 8 As of December 31, 2017, construction was completed on 50 of the 105 towers that were under development at the time of the NMS acquisition, and we acquired the completed towers pursuant to the purchase agreement for approximately $5.1 million. Business Combinations 2017 Transactions Southern Light, LLC On July 3, 2017, we acquired 100% of the outstanding equity of Southern Light for $638.1 million in cash and 2.5 million common units in the Operating Partnership with an acquisition date fair value of $64.3 million. Southern Light is a leading provider of data transport services along the Gulf Coast region serving twelve attractive Tier II and Tier III markets across Florida, Alabama, Louisiana, and Mississippi. 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 1 3 (thousands) Property, plant and equipment $ 279,467 Cash and cash equivalents 1,992 Accounts receivable 11,139 Other assets 1,287 Goodwill 318,620 Intangible assets 160,100 Accounts payable, accrued expenses and other liabilities (19,846 ) Deferred revenue (38,134 ) Deferred income taxes (9,004 ) Capital lease obligations (3,189 ) Total purchase consideration $ 702,432 The above purchase price allocation is considered preliminary and is subject to revision when the valuation of assets and liabilities is 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 2018. The goodwill arising from the transaction is primarily attributable to the expansion of our fiber network through the complementary nature of Southern Light’s fiber network to our existing fiber network, including anticipated incremental sales and cost savings. For federal income tax purposes, the transaction was treated as partially taxable (for portion paid in cash) and partially non-taxable (for portion paid with common units in the Operating Partnership). The portion of the acquisition that was treated as a taxable acquisition resulted in tax deductible goodwill. No tax deductible goodwill resulted from the portion of the acquisition that was treated as non-taxable. We acquired an intangible asset that was assigned to customer relationships of $160.1 million (15 year life). The acquired business contributed revenue of $45.5 million and an operating income of $4.6 million, which excludes transaction related costs, to our consolidated results from the date of acquisition through December 31, 2017. We recorded transaction related costs related to the acquisition of Southern Light for the year ended December 31, 2017 of $14.8 million within transaction related costs on the Consolidated Statement of Income. The acquisition of Southern Light was structured in a manner such that Southern Light ended up being owned by a subsidiary of ours with a pre-existing valuation allowance primarily related to deferred tax assets associated with net operating loss carryforwards. The acquisition of Southern Light also resulted in a change to our assessment of the need for a valuation allowance against these deferred tax assets, which resulted in a decrease to the valuation allowance of $8.0 million. The decrease in valuation allowance was recorded as an income tax benefit during the year ended December 31, 2017. Hunt Telecommunications, LLC On July 3, 2017, we acquired 100% of the outstanding equity of Hunt for $129.3 million in cash and 1.6 million common units in the Operating Partnership with an acquisition date fair value of $41.6 million. Additional contingent consideration of up to $17 million, with an acquisition date fair value of $16.4 million, may be paid upon the achievement of certain financial revenue milestones by delivering shares of our common stock. See Note 5 . See Note 13 (thousands) Property, plant and equipment $ 59,682 Cash and cash equivalents 3,181 Accounts receivable 4,906 Other assets 413 Goodwill 93,023 Intangible assets 73,000 Accounts payable, accrued expenses and other liabilities (2,579 ) Deferred revenue (3,800 ) Deferred income taxes (40,391 ) Capital lease obligations (164 ) Total purchase consideration $ 187,271 The above purchase price allocation is considered preliminary and is subject to revision when the valuation of assets and liabilities is finalized upon receipt of the final valuation report from a third party valuation expert, which is anticipated to be finalized during the first half of 2018. The goodwill arising from the transaction is primarily attributable to the expansion of our fiber network through the complementary nature of Hunt’s fiber network to our existing fiber network, including anticipated incremental sales and cost savings. The goodwill is not expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $73 million (18 year life). The acquired business contributed revenue of $16.5 million and an operating income of $2.7 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2017. We recorded transaction related costs related to the acquisition of Hunt for the year ended December 31, 2017 of $5.9 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 Southern Light and Hunt business combinations had occurred on January 1, 2016. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments, 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 on January 1, 2016. Year Ended Year Ended (Thousands, except per share data) December 31, 2017 December 31, 2016 Pro forma revenue $ 980,303 $ 891,373 Pro forma net income (loss) 4,267 (2,482 ) Pro forma net income (loss) per share $ 0.02 $ (0.01 ) 2016 Transactions Tower Cloud, Inc. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc. (“Tower Cloud”) for $187.5 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. . During the first quarter of 2017, certain contractual working capital adjustments resulted in a $0.2 million reduction of the purchase price and goodwill. 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 Goodwill 117,032 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 ) Total purchase consideration $ 344,616 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 . 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 Goodwill 145,054 Intangible assets 38,000 Accounts payable, accrued expenses and other liabilities (8,643 ) Deferred revenue (12,700 ) Capital lease obligations (49,195 ) Total purchase consideration $ 424,294 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 Towers 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, 2017 | |
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, derivative instruments, 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, 2017 and 2016: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2017 Assets Derivative asset $ 6,793 $ — $ 6,793 $ — Total $ 6,793 $ — $ 6,793 $ — Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 2,011,237 $ — $ 2,011,237 $ — Senior secured notes - 6.00% , due April 15, 2023 540,375 — 540,375 — Senior unsecured notes - 8.25%, due October 15, 2023 1,073,925 — 1,073,925 — Senior unsecured notes - 7.125%, due December 15, 2024 542,250 — 542,250 — Senior secured revolving credit facility, variable rate, due April 24, 2020 279,972 — 279,972 — Contingent consideration 105,762 — — 105,762 Total $ 4,553,521 $ — $ 4,447,759 $ 105,762 (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 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 $4.6 billion at December 31, 2017, with a fair value of $4.4 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 instruments 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 Uniti '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 instruments 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, 2017, 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 instruments valuation in Level 2 of the fair value hierarchy. As part of the acquisition of Hunt on July 3, 2017, we may be obligated to pay contingent consideration (the “Hunt Contingent Consideration”) upon the achievement of certain defined revenue milestones; therefore, we have recorded the estimated fair value of contingent consideration of approximately $11.5 million as of December 31, 2017. See Note 4 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 $94.3 million as of December 31, 2017. The fair value of the contingent consideration as of December 31, 2017, was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified as Level 3. During the year ended December 31, 2017, we paid $20.0 million for the achievement of certain milestones in accordance with the Tower Cloud merger agreement. 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. For the year ended December 31, 2017, there was a $10.7 million increase in the fair value of the contingent consideration that was recorded in Other expense on the Consolidated Statements of Income. 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, 2016 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2017 Contingent consideration $ 98,600 $ 16,425 $ 10,736 $ (19,999 ) $ 105,762 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Land Indefinite $ 28,269 $ 26,833 Building and improvements 3 - 40 years 325,445 318,967 Real property interests See Note 3 34,580 12,265 Poles 30 years 243,710 234,393 Fiber 30 years 2,669,058 2,243,822 Equipment 5 - 7 years 213,574 130,945 Copper 20 years 3,656,385 3,538,566 Conduit 30 years 91,210 90,540 Tower assets 20 years 59,327 4,307 Capital lease assets See Note 3 97,592 89,723 Construction in progress See Note 3 112,489 52,685 Other assets 15 - 20 years 8,258 5,299 Corporate assets 3 - 7 years 2,690 2,731 7,542,587 6,751,076 Less accumulated depreciation (4,488,698 ) (4,081,039 ) Net property, plant and equipment $ 3,053,889 $ 2,670,037 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 years ended December 31, 2017, 2016 and for the period from April 24, 2015 to December 31, 2015 was $415.9 million, $ 369.9 million and |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Interest rate swaps Derivative asset $ 6,793 $ - Interest rate swaps Derivative liability $ - $ 6,102 As of December 31, 2017, all of the interest rate swaps were valued in net unrealized gain positions and recognized as an asset balance within the derivative asset balance. As of December 31, 2016, 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 years ended December 31, 2017 and 2016, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $7.7 million and our Consolidated Statement of Income 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, ending December 31, 2018, we estimate that $17.5 million will be reclassified as an increase to interest expense. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 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 Goodwill purchase accounting adjustments (248 ) (248 ) Goodwill associated with 2017 acquisitions 411,643 411,643 Goodwill at December 31, 2017 $ 673,729 $ 673,729 The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2017 December 31, 2016 Cost Accumulated Amortization Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ 2,000 $ - Finite life intangible assets: Customer lists 421,743 (46,049 ) 188,642 (30,058 ) Tenant contracts 38,527 (1,605 ) - - Network (1) 13,951 (581 ) - - Acquired below-market leases 1,509 (138 ) - - Total intangible assets 477,730 190,642 Less: Accumulated amortization (48,373 ) (30,058 ) Total intangible assets, net $ 429,357 $ 160,584 Finite life intangible liabilities: Acquired above-market leases $ 3,455 $ (317 ) $ - $ - Total intangible liabilities 3,455 - Less: Accumulated amortization (317 ) - Total intangible liabilities, net (2) $ 3,138 $ - (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. Amortization expense for the years ended December 31, 2017, 2016 and for the period from April 24, 2015 to December 31, 2015 was $18.3 million, $ 6.1 million and |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2017 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 9. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2017 December 31, 2016 Principal amount $ 4,626,887 $ 4,167,967 Less unamortized discount, premium and debt issuance costs (144,190 ) (139,753 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,482,697 $ 4,028,214 Notes and other debt at December 31, 2017 and 2016 consisted of the following: December 31, 2017 December 31, 2016 (Thousands) Principal Unamortized Discount, Premium 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%) $ 2,086,887 $ (87,140 ) $ 2,107,967 $ (78,699 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (8,508 ) 550,000 (9,817 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (40,467 ) 1,110,000 (45,599 ) Senior unsecured notes - 7.125%, due December 15, 2024 600,000 (8,075 ) 400,000 (5,638 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 280,000 - - - Total $ 4,626,887 (144,190 ) $ 4,167,967 $ (139,753 ) At December 31, 2017, notes and other debt included the following: (i) $2.1 billion under the senior secured term loan B facility that matures on October 24, 2022 (“Term Loan Facility”) pursuant to the credit agreement by and among the Operating Partnership, CSL Capital, LLC and Uniti Group Finance Inc., the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”); (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) $600.0 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes” and together with the Secured Notes and 2023 Notes, the “Notes”), and (v) $280.0 million under the senior secured revolving credit facility, variable rate, that matures April 24, 2020 pursuant to the Credit Agreement (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). On May 9, 2017, the Company completed its previously announced reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure. Under this structure, the Operating Partnership now holds substantially all of the Company’s assets and is the parent company of, among others, CSL Capital, LLC, Uniti Group Finance Inc. and Uniti Fiber Holdings Inc. In connection with the up-REIT Reorganization, the Operating Partnership replaced the Company and assumed its obligations as an obligor under the Notes and Facilities. The Company subsequently became a guarantor of the Notes and Facilities. Because the Operating Partnership is not a corporation, a corporate co-obligor that is a subsidiary of the Operating Partnership was also added to the Notes and Credit Agreement as part of the up-REIT Reorganization. As discussed below, Uniti Group Finance Inc. is the corporate co-obligor under the Credit Agreement and co-issuer of the Secured Notes and the 2023 Notes, and Uniti Fiber Holdings Inc. is the co-issuer of the 2024 Notes. Separate financial statements of the Operating Partnership have not been included since the Operating Partnership is not a registrant. Credit Agreement The Operating Partnership and its wholly-owned subsidiaries, CSL Capital, LLC, and Uniti Group Finance Inc. (collectively, the “Borrowers”) are party to the Credit Agreement, which provides for the Term Loan Facility (in an initial principal amount of $2.14 billion) and the Revolving Credit Facility. The term loans were repriced on February 9, 2017 and now bear interest at a rate equal to LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 3.00%, and are subject to amortization of 1.0% per annum. All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s wholly-owned subsidiaries (the “Subsidiary Guarantors”), and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors, 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. On April 28, 2017, we amended the Credit Agreement to increase the commitments under our Revolving Credit Facility from $500 million to $750 million. Other terms of the Revolving Credit Facility remain unchanged. The Borrowers 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 (i) incremental term loan borrowings and/or increased commitments under the Credit Agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, 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 of the Borrowers or certain of their 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 Borrowers or certain of their subsidiaries fail 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, 2017, the Borrowers were in compliance with all of the covenants under the Credit Agreement. The Notes The Borrowers, as co-issuers, have outstanding $550 million aggregate principal amount of the Secured Notes, of which $400 million was originally issued on April 24, 2015 at an issue price of 100% of par value and the remaining $150 million was issued on June 9, 2016 at an issue price of 99.25% of the par value as an add-on to the existing Secured Notes. The Borrowers, as co-issuers, also have outstanding $1.11 billion aggregate principal amount of the 2023 Notes that were originally issued on April 24, 2015 at an issue price of 97.055% of par value. The Secured Notes and the 2023 Notes are guaranteed by the Company and the Subsidiary Guarantors. The Operating Partnership and its wholly-owned subsidiaries, CSL Capital, LLC and Uniti Fiber Holdings Inc., as co-issuers, have outstanding $600 million aggregate principal amount of the 2024 Notes, of which $400 million was originally issued on December 15, 2016 at an issue price of 100% of par value and the remaining $200 million of which was issued on May 8, 2017 at an issue price of 100.50% of par value under a separate indenture and was mandatorily exchanged on August 11, 2017 for 2024 Notes issued as “additional notes” under the indenture governing the 2024 Notes. The 2024 Notes are guaranteed by the Company, Uniti Group Finance Inc. and the Subsidiary Guarantors. 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 Statements of Income. For the year ended December 31, 2017, 2016 and for the period from April 24, 2015 to December 31, 2015, we recognized $13.6 million, $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, 2017 are as follows: (Thousands) 2018 $ 21,079 2019 21,079 2020 301,079 2021 21,079 2022 2,002,571 Thereafter 2,260,000 Total $ 4,626,887 As discussed in Note 6, we have acquired property pursuant to capital leases. At December 31, 2017, future minimum lease payments under capital lease obligations are as follows: (Thousands) 2018 $ 8,407 2019 8,083 2020 7,048 2021 6,309 2022 6,155 Thereafter 53,461 Total minimum payments 89,463 Less amount representing interest (33,134 ) Total $ 56,329 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation The Company’s Board of Directors adopted the Uniti Group Inc. 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 Uniti 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 Uniti in the same proportion as if the equity awards had been common shares on the date of the Spin-Off. The Uniti awards issued have the same form and vesting requirements as the underlying Windstream awards. For the purposes of vesting in the Uniti awards, continued service with Windstream is deemed to be continued service with Uniti. 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 Uniti. There were no restricted shares and performance-based restricted stock units issued to Windstream employees that remained outstanding at December 31, 2017. Restricted Awards During the year ended December 31, 2017, the Company granted 234,294 shares of restricted stock to employees, which had a fair value of $6.0 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, 2017, there were 4,992,583 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, 2016 493,891 $ 22.60 Granted 234,294 $ 25.56 Forfeited (33,041 ) $ 24.77 Vested (106,956 ) $ 20.73 Unvested balance, December 31, 2017 588,188 $ 24.00 $ 10,464 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 29, 2017. The market value as of December 29, 2017 was $17.79 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 29, 2017, the final trading day of 2017. During the year ended December 31, 2016, there were 308,146 shares of restricted stock granted with a weighted-average fair value of $20.56 per share. During the period from April 24, 2015 to December 31, 2015, there were 241,140 shares of restricted granted with a weighted-average fair value of $25.82 per share. The total fair value of shares vested for the years ended December 31, 2017 and 2016 was $2.9 million and $1.1 million, respectively. As of December 31, 2017, total unrecognized compensation expense on restricted awards was approximately $6.6 million, and the expense is expected to be recognized over a weighted average vesting period of 0.9 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 200% 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 13, 2017, we issued 91,995 PSUs equal to 100% of the target amount, with an aggregate value of $3.1 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, 2017, 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, 2016 162,630 $ 21.13 Granted 91,995 $ 33.75 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2017 254,625 $ 25.69 $ 4,530 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 29, 2017. The market value as of December 29, 2017 was $17.79 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 29, 2017, the final trading day of 2017. During the year ended December 31, 2016, there were 101,660 PSUs granted with a weighted-average fair value of $20.71 per share. During the period from April 24, 2015 to December 31, 2015, there were 60,970 PSUs granted with a weighted-average fair value of $21.82 per share. As of December 31, 2017, total unrecognized compensation expense related to PSUs was approximately $3.2 million, and the weighted-average vesting period was 1.3 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 years ended December 31, 2017 and 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, Period from April 24 - December 31, 2015 2017 2016 Expected term (years) 3.0 3.0 2.9 Expected volatility 33.6 % 48.8 % 26.6 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 1.5 % 0.9 % 0.9 % For the years ended December 31, 2017, 2016 and for the period from April 24, 2015 to December 31, 2015, we recognized $7.7 million, $ 4.8 million and |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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 Uniti shares it received to existing stockholders of Windstream Holdings and retained a passive ownership interest of approximately 19.6% of the common stock of Uniti. 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. Employee Matters Agreement Uniti Tower Purchase Lease Amendment Uniti Uniti Landlord Funded Capital Expense |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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 years ended December 31, 2017 and 2016, approximately 76,000 and 220,000 PSUs, respectively, 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 these periods. 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 1 8 The Hunt merger agreement provides for the issuance of additional common shares upon the achievement of certain defined revenue milestones. See Note 4. The The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, Period from (Thousands, except per share data) 2017 2016 April 24 - December 31, 2015 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (9,439 ) $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,509 ) (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (2,624 ) (1,743 ) — Amortization of discount on convertible preferred stock (2,980 ) (1,985 ) — Net (loss) income attributable to common shares $ (16,552 ) $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 168,693 152,473 149,835 Basic (loss) earnings per common share $ (0.10 ) $ (0.04 ) $ 0.16 Year Ended December 31, Period from (Thousands, except per share data) 2017 2016 April 24 - December 31, 2015 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (9,439 ) $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,509 ) (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (2,624 ) (1,743 ) — Amortization of discount on convertible preferred stock (2,980 ) (1,985 ) — Mark-to-market gain on share settled contingent consideration arrangments (4,944 ) — — Net (loss) income attributable to common shares $ (21,496 ) $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 168,693 152,473 149,835 Contingent consideration (See Note 5) 296 — — Effect of dilutive non-participating securities — — — Weighted-average shares for dilutive earnings per common share 168,989 152,473 149,835 Dilutive (loss) earnings per common share $ (0.13 ) $ (0.04 ) $ 0.16 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information O ur management, including our chief executive officer, who is our chief operating decision maker, manages our operations as operating business segments in addition to our corporate operations and include: Leasing : Represents our REIT operations and includes the results from our leasing programs, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Fiber Infrastructure : Represents the operations of our fiber business, Uniti Fiber, which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry. Towers : Represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate in the United States and Latin America. Consumer CLEC : Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, that prior to the Spin-Off was reported as an integrated operation within Windstream. Talk America provides local telephone, high-speed internet and long distance services to customers in the eastern and central United States. Corporate Represents our corporate and back office functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. 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 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 years ended December 31, 2017 and 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, 2017 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 685,099 $ 202,791 $ 10,055 $ 18,087 $ - $ 916,032 Adjusted EBITDA $ 683,651 $ 83,987 $ (831 ) $ 4,556 $ (21,839 ) $ 749,524 Adjusted EBITDA margin 99.8 % 41.4 % (8.3 %) 25.2 % - 81.8 % Less: Interest expense 305,994 Depreciation and amortization 347,999 78,307 4,907 2,607 385 434,205 Other expense 11,284 Transaction related costs 38,005 Stock-based compensation 7,713 Income tax benefit (38,849 ) Net loss $ (8,828 ) Capital expenditures (1) $ - $ 152,918 $ 104,540 $ - $ 63 $ 257,521 Year Ended December 31, 2016 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 676,868 $ 70,568 $ 500 $ 22,472 $ - $ 770,408 Adjusted EBITDA $ 675,114 $ 25,912 $ (1,123 ) $ 5,074 $ (14,793 ) $ 690,184 Adjusted EBITDA margin 99.7 % 36.7 % (224.6 %) 22.6 % - 89.6 % Less: Interest expense 275,394 Depreciation and amortization 343,368 28,629 337 3,258 378 375,970 Other expense - Transaction related costs 33,669 Stock-based compensation 4,846 Income tax expense 517 Net loss $ (212 ) Capital expenditures (1) $ - $ 31,006 $ 15,262 $ - $ 175 $ 46,443 Period from April 24, 2015 to December 31, 2015 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total Revenues $ 458,614 $ - $ - $ 17,700 $ - $ 476,314 Adjusted EBITDA $ 457,704 $ - $ - $ 3,957 $ (8,364 ) $ 453,297 Adjusted EBITDA margin 99.8 % - - 22.4 % - 95.2 % Less: Interest expense 181,797 Depreciation and amortization 235,967 - - 2,571 210 238,748 Other expense - Transaction related costs 5,210 Stock-based compensation 1,934 Income tax expense 738 Net income 24,870 Capital expenditures (1) $ 43,077 $ - $ - $ - $ 1,336 $ 44,413 (1) Segment capital expenditures represents capital expenditures, the NMS asset acquisition and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. Total assets by business segment as of December 31, 2017 and December 31, 2016 are as follows: (Thousands) December 31, 2017 December 31, 2016 Leasing $ 2,121,857 $ 2,238,517 Fiber Infrastructure 2,009,175 914,082 Towers 157,180 18,004 Consumer CLEC 10,919 14,239 Corporate 30,951 133,910 Total of reportable segments $ 4,330,082 $ 3,318,752 Our principal geographical regions consist of the United States and Latin America, which includes Mexico, Colombia and Nicaragua. Summarized geographical information related to the Company’s revenues for the years ended December 31 2017, 2016 and for the period from April 24, 2015 to December 31, 2015 is as follows: Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 United States revenues $ 908,576 $ 770,351 $ 476,314 Latin America revenues 7,456 57 - Total revenues $ 916,032 $ 770,408 $ 476,314 Summarized geographical information related to the Company’s long-lived assets as of December 31, 2017 and 2016 is as follows: December 31, (Thousands) 2017 2016 United States long-lived assets $ 3,382,894 $ 2,826,442 Latin America long-lived assets 98,352 2,179 Total long-lived assets $ 3,481,246 $ 2,828,621 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 for the years ended December 31, 2017, 2016 and for the period from April 24, 2015 to December 31, 2015 approximated $25.2 million, $10.9 million and $132,000, respectively. 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) 2018 $ 14,336 2019 10,007 2020 7,107 2021 4,411 2022 2,760 Thereafter 16,663 Total $ 55,284 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, 2017 | |
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 (loss) by component is as follows for the year ended December 31, 2017: (Thousands) 2017 2016 2015 Cash flow hedge changes in fair value gain (loss): Balance at begininng of period $ (6,102 ) $ (5,427 ) $ — Other comprehensive income (loss) before reclassifications (7,735 ) (24,465 ) (21,682 ) Amounts reclassified from accumulated other comprehensive income 20,630 23,790 16,255 Net other comprehensive income 6,793 (6,102 ) (5,427 ) Less: Other comprehensive (loss) income attributable to noncontrolling interest 442 — — Balance at end of period 6,351 (6,102 ) (5,427 ) Foreign currency translation gain (loss): Balance at begininng of period (267 ) — — Translation adjustments 1,660 (267 ) — Net other comprehensive income 1,393 (267 ) — Less: Other comprehensive (loss) income attributable to noncontrolling interest (77 ) — — Balance at end of period 1,470 (267 ) - Accumulated other comprehensive income (loss) at end of period $ 7,821 $ (6,369 ) $ (5,427 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes We have elected on our U.S. federal income tax return 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 years ended December 31, 2017 and 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 December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 Current Federal $ 1,456 $ 1,596 $ 1,208 State 866 1,107 741 Total current expense 2,322 2,703 1,949 Deferred Federal (36,956 ) (1,488 ) (770 ) State (3,837 ) (698 ) (441 ) Foreign (378 ) - - Total deferred expense (41,171 ) (2,186 ) (1,211 ) Total income tax (benefit) expense $ (38,849 ) $ 517 $ 738 An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 Income from continuing operations, before tax $ (47,667 ) $ 305 $ 24,795 Income tax at U.S. statutory federal rate (16,687 ) 107 8,665 Increases (decreases) resulting from: State taxes, net of federal benefit (429 ) (224 ) 266 Benefit of REIT status 8,836 (4,016 ) (8,193 ) Capitalized transaction costs (4,820 ) (3,915 ) - Change in valuation allowance (8,176 ) 8,176 - Adjustment of deferred tax balances (217 ) 149 - Permanent differences 60 52 - Foreign taxes (378 ) - - Rate differential (17,038 ) 188 - Income tax (benefit) expense $ (38,849 ) $ 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, changes in valuation allowance related to deferred tax assets of a TRS, and the impact of corporate tax reform, discussed below. The Tax Cuts and Jobs Act (“Tax Bill”) was enacted on December 22, 2017. The Tax Bill reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. At December 31, 2017, we have not completed our accounting for the tax effects of enactment of the Tax Bill; however, in certain cases, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which we were able to determine a reasonable estimate, we recognized a non-cash provisional benefit in the amount of $17.0 million due to the revaluing of the Company’s deferred tax liabilities, which is included as a component of income tax expense from continuing operations. Given the current structure of the Company, it is anticipated that there will be limited to no impact related to the one-time transition tax on historic foreign earnings. Future regulatory and rulemaking interpretations and decisions of the Tax Bill may impact the Company’s tax position. Therefore the estimated impact of provisions outside of the write-down of cumulative deferred tax liabilities remains uncertain. Corrective or supplemental legislation and its impact will be considered in the Company’s financial statements in the period ending September 30, 2018. 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, 2017 December 31, 2016 Deferred tax assets: Deferred revenue $ 17,114 $ 4,244 Accrued bonuses 101 520 Goodwill - 1,886 Stock based compensation 506 179 Accrued expenses and other 2,023 802 Asset retirement obligation 1,341 790 Inventory reserve 248 401 Net operating loss carryforwards 36,229 39,916 Deferred tax assets 57,562 48,738 Valuation allowance - (8,176 ) Deferred tax assets, net of valuation allowance 57,562 40,562 Deferred tax liabilities: Property, plant & equipment $ (43,817 ) $ (20,923 ) Customer list intangible (68,795 ) (47,721 ) Other intangible amortization (291 ) (137 ) Other (137 ) (175 ) Deferred tax liabilities $ (113,040 ) $ (68,956 ) Deferred tax liability, net $ (55,478 ) $ (28,394 ) As of December 31, 2016, the Company’s deferred tax assets were primarily the result of U.S. federal and state NOL carryforwards. A valuation allowance of $8.2 million was recorded against its gross deferred tax asset balance as of December 31, 2016. During 2017, the Company recorded a full-year valuation allowance release of $8.2 million on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. Given the Company has significant deferred tax liabilities which are not limited by Sec. 269(a)(1) of the Code, management determined that sufficient positive evidence exists as of December 31, 2017, to conclude that it is more likely than not that additional deferred taxes of $8,176 are realizable, and therefore, removed the valuation allowance accordingly. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc., which had federal We have total federal NOL carryforwards as of December 31, 2017 of approximately $133.8 million which will expire between 2026 and 2037. With the exception of Tower Cloud, Inc., our 2014 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. The Company or its subsidiaries file tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and certain foreign jurisdictions. A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2017 Balance at January 1 $ - Additions related to acquisitions 3,036 Additions for tax positions for the current year - Additions for tax positions of prior years - Reductions for tax positions of prior years - Settlements - Balance at December 31 $ 3,036 The Company’s entire liability for unrecognized tax benefit would affect the annual effective tax rate if recognized. The Company does not expect a significant change in the balance of unrecognized tax benefits within the next 12 months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as additional tax expense. The Company recorded no interest expense or penalties for the period ending December 31, 2017. The Company’s balance of accrued interest and penalties related to unrecognized tax benefits as of December 31, 2017 was $2.3 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 17. Supplemental Cash Flow Information Cash paid for interest expense and income taxes is as follows: Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, Supplemental cash flow information: Cash paid for interest $ 276,071 $ 255,945 $ 147,428 Cash paid for income taxes $ 4,388 $ 3,003 $ 1,284 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | Note 18. Capital Stock On April 25, 2017, we issued 19.5 million shares of our common stock, par value $0.0001 per share. The shares were sold at a public offering price of $26.50, generating proceeds of approximately $518 million, before underwriter discounts and transaction costs. The Company used the proceeds from this offering to fund a portion of the cash consideration paid in connection with the acquisitions of Southern Light and Hunt that closed on July 3, 2017. 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 Uniti 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 174,851,514 and 0 shares, respectively, were outstanding at December 31, 2017. We had 325,148,486 shares of voting common stock available for issuance at December 31, 2017. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2017 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 19. 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 years ended December 31, 2017 and 2016 and for the period from April 24, 2015 to December 31, 2015 our common stock distribution per share was $2.40, $2.40 and $1.04, respectively, characterized as follows: Year Ended December 31, Period from 2017 2016 April 24 - December 31, 2015 Ordinary dividends $ 1.22 $ 1.31 $ 0.87 Non-dividend distributions 1.18 1.09 0.17 Total $ 2.40 $ 2.40 $ 1.04 |
Future Minimum Rents
Future Minimum Rents | 12 Months Ended |
Dec. 31, 2017 | |
Leases Operating [Abstract] | |
Future Minimum Rents | Note 20. 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, 2017, are as follows: (Thousands) 2017 $ 661,859 2018 666,703 2019 669,838 2020 672,998 2021 675,904 Thereafter 5,109,341 Total $ 8,456,643 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 21. 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 years ended December 31, 2017, 2016 and for the period April 24, 2015 to December 31, 2015 was $0.8 million, $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, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events On March 1, 2018, we announced that Uniti has entered into agreements to acquire and lease-back fiber assets from privately-held U.S. TelePacific holding Corp. (“TPx”) for aggregate consideration of $95 million in cash. In the transactions, Uniti will acquire and leaseback to TPx, on a triple-net basis, 38,000 fiber strand miles located across California, Nevada, Texas, and Massachusetts. In addition, Uniti will acquire and have exclusive use of 7,000 fiber strand miles located in Texas, which are adjacent to Uniti Fiber’s southern network footprint. Uniti will also have non-exclusive rights to market, on behalf of TPx, certain of the fiber assets in California and Massachusetts. The transactions are subject to customary closing conditions and are expected to close in two tranches, with the non-California assets expected to close in the second quarter of 2018 and the remaining California assets to close in the third quarter of 2018. The initial lease term will be 15 years with five 5-year renewal options at TPx’s discretion. Upon the closing of both transactions, annual cash rent will initially be $8.8 million with a fixed annual escalator of 1.5%. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Disclosure [Abstract] | |
Supplemental Guarantor Information | Note 23. 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 historically has provided condensed consolidating financial information for CSL Capital and the Guarantors because the 2023 Notes and the guarantees thereof were previously registered with the SEC under the Securities Act of 1933, as amended. Effective as of May 9, 2017 (the effective date of the previously announced up-REIT Reorganization (see Note 9)), the 2023 Notes ceased to be an obligation of the Company, and the Company was no longer required to provide supplemental guarantor information related to the 2023 Notes. |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (unaudited) | Note 24. Quarterly Results of Operations (unaudited) Selected quarterly information for each of the four quarters in the year ended December 31, 2017: 2017 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 211,473 $ 213,013 $ 245,210 $ 246,336 Loss before income taxes (20,379 ) (16,385 ) (3,837 ) (7,076 ) Net (loss) income (20,000 ) (16,460 ) 4,835 22,797 Net (loss) income attributable to common shareholders (21,788 ) (18,242 ) 2,939 20,539 - Basic (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ 0.02 $ 0.12 Diluted (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ (0.02 ) $ 0.12 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 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) attributable 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 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Consumer CLEC Business | |
Description of Business | Note 1. Description of Business Uniti Group Inc. (the “Company,” “Uniti,” “we,” “us” or “our”), formerly known as Communications Sales and Leasing, Inc., 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, 2017 | |
Consumer CLEC Business | |
Allocations [Line Items] | |
Allocations | Note 4. Allocations As described in Note 2, the accompanying Statement of Revenues and Direct Expenses of the Consumer CLEC Business includes 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. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Balance Sheets (Thousands, except par value) December 31, 2017 December 31, 2016 Assets: Cash and cash equivalents $ 2,188 $ 131,145 Accounts receivable, net — (3 ) Other assets (9 ) 1,066 Investment in consolidated subsidiaries (1,120,120 ) 2,801,234 Total Assets $ (1,117,941 ) $ 2,933,442 Liabilities: Accrued interest payable $ — $ 27,812 Derivative liability — 6,102 Dividends payable 107,078 94,607 Contingent consideration — 98,600 Notes and other debt, net — 4,028,214 Total liabilities 107,078 4,255,335 Convertible Preferred Stock , Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value 83,530 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: 174,852 shares at December 31, 2017 and 155,139 at December 31, 2016 17 15 Additional paid-in capital 644,328 141,092 Accumulated other comprehensive income 7,821 (6,369 ) Distributions in excess of accumulated earnings (1,960,715 ) (1,537,183 ) Total Uniti shareholders' deficit (1,308,549 ) (1,402,445 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ (1,117,941 ) $ 2,933,442 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Comprehensive Income Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 Costs and Expenses: Interest expense $ 119,702 $ 267,959 $ 181,797 General and administrative expense 40 4,829 1,934 Transaction related costs — 3,945 — Other expense 9,253 — — Total costs and expenses 128,995 276,733 183,731 Operating loss (128,995 ) (276,733 ) (183,731 ) Earnings from consolidated subsidiaries 119,556 276,521 208,601 (Loss) income before income taxes (9,439 ) (212 ) 24,870 Net (loss) income (9,439 ) (212 ) 24,870 Comprehensive (loss) income $ 4,751 $ (1,154 ) $ 19,443 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Cash Flows Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 Cash flow from operating activities Net cash (used in) provided by operating activities $ (602,530 ) $ (59,076 ) $ 106,332 Cash flow from investing activities Consideration paid to Windstream Services — — (1,035,029 ) Net cash used in investing activities — — (1,035,029 ) Cash flow from financing activities Principal payment on debt (5,270 ) (22,027 ) (10,700 ) Dividends paid (400,210 ) (367,830 ) (156,854 ) Proceeds from issuance of Term Loans — — 1,127,000 Proceeds from issuance of Notes 201,000 548,875 — Borrowings under revolving credit facility 350,000 641,000 — Payments under revolving credit facility (125,000 ) (641,000 ) — Payments of contingent consideration (18,791 ) — — Purchase of noncontrolling interests (560 ) — — Deferred financing costs (24,686 ) (20,557 ) (30,057 ) Common stock issuance, net of costs 498,926 54,213 (543 ) Net share settlement (1,836 ) (2,359 ) (113 ) Intercompany transactions, net — (111 ) - Cash in-lieu of fractional shares — — (19 ) Net cash provided by investing activities 473,573 190,204 928,714 Effect of exchange rates on cash and cash equivalents — — — Net increase in cash and cash equivalents (128,957 ) 131,128 17 Cash and cash equivalents at beginning of period 131,145 17 — Cash and cash equivalents at end of period $ 2,188 $ 131,145 $ 17 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Notes to Condensed Financial Statements Note 1. Background and Basis of Presentation Uniti Group Inc.’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes of Uniti and its subsidiaries included in Item 8 Financial Statements and Supplementary Data in this Annual Report on Form 10-K. Note 2. Subsidiary Transactions Investment in Subsidiaries On May 9, 2017, the parent company completed its previously announced reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. Under this structure, the Operating Partnership now holds substantially all of Uniti Group Inc.’s assets, liabilities and results of operations. In connection with the up-REIT Reorganization, the Operating Partnership replaced Uniti Group Inc. and assumed its obligations as an obligor under Uniti Group Inc.’s notes and debt facilities. Dividends Cash dividends received from subsidiaries and recorded in Cash Flow from Operating Activities in the Condensed Statement of Cash Flows were $104.9 million for the year ended December 31, 2017. No cash dividends were received for the year ended December 31, 2016 and for the period April 24, 2015 through December 31, 2015. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Account | Uniti Group 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, 2017 $ 8,176 $ - $ - $ (8,176 ) $ - Year Ended December 31, 2016 $ - $ - $ 8,176 $ - $ 8,176 Period from April 24 - December 31, 2015 $ - $ - $ - $ - $ - Allowance for Doubtful Accounts Year Ended December 31, 2017 $ 1,352 $ (86 ) $ 45 $ (300 ) $ 1,011 Year Ended December 31, 2016 $ - $ 1,352 $ - $ - $ 1,352 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, 2017 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate Investments and Accumulated Depreciation | Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2017 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Cost capitalized subsequent to acquisition (1) (3) Life on which Depreciation in Latest Income Description Encumbrances Initial cost to company (1) Improvements Carry Costs Gross Amount Carried at Close of Period (5) Accumulated Depreciation Date of Construction (2) Date Acquired (2) Statements is Computed Land $ — (1) (1) (1) $ 28,269 $ — (2) (2) Indefinite Building and improvements — (1) (1) (1) 323,939 (156,620 ) (2) (2) 3 - 40 years Poles — (1) (1) (1) 243,710 (179,514 ) (2) (2) 30 years Fiber — (1) (1) (1) 2,153,942 (946,564 ) (2) (2) 30 years Equipment — (1) (1) (1) 889 (36 ) (2) (2) 5 -7 years Copper — (1) (1) (1) 3,656,384 (3,055,096 ) (2) (2) 20 years Conduit — (1) (1) (1) 90,235 (57,205 ) (2) (2) 30 years Towers — (1) (1) (1) 55,150 (2,921 ) (2) (2) 20 years Real property interest — (1) (1) (1) 34,580 (495 ) (2) (2) See Note 3 Other assets — (1) (1) (1) 8,334 (1,338 ) (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 8,048 — (2) (2) See Note 3 (1) (2) (3) Tenant capital improvements (4) $ 228.0 (4) (5) Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2017 (dollars in thousands) 2017 2016 Gross amount at beginning $ 6,256,248 $ 6,093,541 Additions during period: Tenant capital improvements 227,969 156,972 Acquisitions 80,132 15,848 Other 45,552 - Total additions 353,653 172,820 Deductions during period: Cost of real estate sold or disposed 6,421 10,113 Other - - Total deductions 6,421 10,113 Balance at end $ 6,603,480 $ 6,256,248 2017 2016 Gross amount of accumulated depreciation at beginning $ 4,054,748 $ 3,720,890 Additions during period: Depreciation 351,332 343,971 Other (45 ) - Total additions 351,287 343,971 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 6,246 - Other - 10,113 Total deductions 6,246 10,113 Balance at end $ 4,399,789 $ 4,054,748 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. 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. As of December 31, 2017 and 2016, the accumulated amortization of our capital lease assets was $10.1 million and $3.2 million, respectively. Certain property, plant and equipment acquired as part of our spin-off from Windstream Holdings, Inc (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”) is 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 triple-net leasing arrangements 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 Statements of Income. 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. As of December 31, 2017 and 2016, our aggregate carrying amount of asset retirement obligations totaled $9.4 million and $4.2 million, respectively. During the year ended December 31, 2017, we incurred liabilities of $4.4 million and recognized $0.8 million of accretion expense related to asset retirement obligations. |
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 | Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives with the exception of the customer list intangible assets related to our Consumer CLEC Business, which were brought over at carry-over basis at the time of the Company’s spin-off from Windstream in 2015, and are amortized using the sum-of-the-years’-digits method over their estimated useful lives |
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, 2017 and 2016, no allowance was recorded related to our straight-line rent receivable. We lease certain assets to Windstream under a triple-net lease, 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 or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. 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, 2017 and 2016, the allowance recorded for service receivables was $1.0 million and $1.4 million, respectively. 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. |
Stock-Based Compensation | Stock-Based Compensation |
Income Taxes | Income Taxes We intend to make regular quarterly dividend payments of all or substantially all of our annual REIT taxable 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. 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 result in income that does not constitute 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 a liability for unrecognized tax benefits of $5.3 million. The Company will be subject to a federal corporate level tax (currently 35%, 21% beginning 2018 and beyond) on any gain recognized from the sale of assets occurring within a five year 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. |
Business Combinations | Business Combinations Business Combinations |
Noncontrolling Interest | Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the consolidated balance sheets. |
Goodwill | Goodwill We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, capital expenditure plans, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment. As of December 31, 2017 and 2016, all of our Goodwill is included in our Fiber Infrastructure segment. We performed our goodwill impairment analysis during the fourth quarter and we concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 2%. During the years ended December 31, 2017 and 2016 and for the period April 24 2015 to December 31, 2015, no impairment losses were recognized. |
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 12. |
Concentration of Credit Risks | Concentration of Credit Risks Revenue under the Master Lease provided 74.8% of our revenue for the year ended December 31, 2017 and 87.9% of our revenue for the year ended December 31, 2016. Because our revenue is primarily 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 January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2017-01 effective January 1, 2017, with prospective application. As a result of the adoption of ASU 2017-01, the Company’s acquisition of NMS ( see Note 4 ) was determined to be an asset acquisition. Transaction costs associated with asset acquisitions, which includes our real property interest investments, are capitalized as opposed to being recorded as an expense as is required prior to adoption of ASU 2017-01, had this been a business combination. 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 August 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-12 , Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases |
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 and Ass40
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
NMS | |
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 $ 36,417 Accounts receivable 2,826 Other assets 1,623 Intangible assets 52,437 Accounts payable, accrued expenses and other liabilities (8,895 ) Intangible liabilities (3,440 ) Deferred income taxes (18,403 ) Total purchase consideration $ 62,565 |
Southern Light, LLC | |
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 $ 279,467 Cash and cash equivalents 1,992 Accounts receivable 11,139 Other assets 1,287 Goodwill 318,620 Intangible assets 160,100 Accounts payable, accrued expenses and other liabilities (19,846 ) Deferred revenue (38,134 ) Deferred income taxes (9,004 ) Capital lease obligations (3,189 ) Total purchase consideration $ 702,432 |
Hunt Telecommunications, LLC | |
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 on January 1, 2016. Year Ended Year Ended (Thousands, except per share data) December 31, 2017 December 31, 2016 Pro forma revenue $ 980,303 $ 891,373 Pro forma net income (loss) 4,267 (2,482 ) Pro forma net income (loss) per share $ 0.02 $ (0.01 ) |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tower Cloud, Inc. | |
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 Goodwill 117,032 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 ) Total purchase consideration $ 344,616 |
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 . 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 | |
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 $ 293,030 Cash and cash equivalents 7,003 Accounts receivable 6,584 Other assets 5,161 Goodwill 145,054 Intangible assets 38,000 Accounts payable, accrued expenses and other liabilities (8,643 ) Deferred revenue (12,700 ) Capital lease obligations (49,195 ) Total purchase consideration $ 424,294 |
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 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 Instr42
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2017 Assets Derivative asset $ 6,793 $ — $ 6,793 $ — Total $ 6,793 $ — $ 6,793 $ — Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 2,011,237 $ — $ 2,011,237 $ — Senior secured notes - 6.00% , due April 15, 2023 540,375 — 540,375 — Senior unsecured notes - 8.25%, due October 15, 2023 1,073,925 — 1,073,925 — Senior unsecured notes - 7.125%, due December 15, 2024 542,250 — 542,250 — Senior secured revolving credit facility, variable rate, due April 24, 2020 279,972 — 279,972 — Contingent consideration 105,762 — — 105,762 Total $ 4,553,521 $ — $ 4,447,759 $ 105,762 (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 |
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, 2016 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2017 Contingent consideration $ 98,600 $ 16,425 $ 10,736 $ (19,999 ) $ 105,762 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Land Indefinite $ 28,269 $ 26,833 Building and improvements 3 - 40 years 325,445 318,967 Real property interests See Note 3 34,580 12,265 Poles 30 years 243,710 234,393 Fiber 30 years 2,669,058 2,243,822 Equipment 5 - 7 years 213,574 130,945 Copper 20 years 3,656,385 3,538,566 Conduit 30 years 91,210 90,540 Tower assets 20 years 59,327 4,307 Capital lease assets See Note 3 97,592 89,723 Construction in progress See Note 3 112,489 52,685 Other assets 15 - 20 years 8,258 5,299 Corporate assets 3 - 7 years 2,690 2,731 7,542,587 6,751,076 Less accumulated depreciation (4,488,698 ) (4,081,039 ) Net property, plant and equipment $ 3,053,889 $ 2,670,037 |
Derivative Instruments and He44
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Interest rate swaps Derivative asset $ 6,793 $ - Interest rate swaps Derivative liability $ - $ 6,102 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 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 Goodwill purchase accounting adjustments (248 ) (248 ) Goodwill associated with 2017 acquisitions 411,643 411,643 Goodwill at December 31, 2017 $ 673,729 $ 673,729 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2017 December 31, 2016 Cost Accumulated Amortization Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ 2,000 $ - Finite life intangible assets: Customer lists 421,743 (46,049 ) 188,642 (30,058 ) Tenant contracts 38,527 (1,605 ) - - Network (1) 13,951 (581 ) - - Acquired below-market leases 1,509 (138 ) - - Total intangible assets 477,730 190,642 Less: Accumulated amortization (48,373 ) (30,058 ) Total intangible assets, net $ 429,357 $ 160,584 Finite life intangible liabilities: Acquired above-market leases $ 3,455 $ (317 ) $ - $ - Total intangible liabilities 3,455 - Less: Accumulated amortization (317 ) - Total intangible liabilities, net (2) $ 3,138 $ - |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2017 December 31, 2016 Principal amount $ 4,626,887 $ 4,167,967 Less unamortized discount, premium and debt issuance costs (144,190 ) (139,753 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,482,697 $ 4,028,214 December 31, 2017 December 31, 2016 (Thousands) Principal Unamortized Discount, Premium 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%) $ 2,086,887 $ (87,140 ) $ 2,107,967 $ (78,699 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (8,508 ) 550,000 (9,817 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (40,467 ) 1,110,000 (45,599 ) Senior unsecured notes - 7.125%, due December 15, 2024 600,000 (8,075 ) 400,000 (5,638 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 280,000 - - - Total $ 4,626,887 (144,190 ) $ 4,167,967 $ (139,753 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2017 are as follows: (Thousands) 2018 $ 21,079 2019 21,079 2020 301,079 2021 21,079 2022 2,002,571 Thereafter 2,260,000 Total $ 4,626,887 |
Schedule of Future Minimum Lease Payments Under Capital Lease Obligations | At December 31, 2017, future minimum lease payments under capital lease obligations are as follows: (Thousands) 2018 $ 8,407 2019 8,083 2020 7,048 2021 6,309 2022 6,155 Thereafter 53,461 Total minimum payments 89,463 Less amount representing interest (33,134 ) Total $ 56,329 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2016 493,891 $ 22.60 Granted 234,294 $ 25.56 Forfeited (33,041 ) $ 24.77 Vested (106,956 ) $ 20.73 Unvested balance, December 31, 2017 588,188 $ 24.00 $ 10,464 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 29, 2017. The market value as of December 29, 2017 was $17.79 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 29, 2017, the final trading day of 2017. |
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, 2016 162,630 $ 21.13 Granted 91,995 $ 33.75 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2017 254,625 $ 25.69 $ 4,530 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 29, 2017. The market value as of December 29, 2017 was $17.79 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 29, 2017, the final trading day of 2017. |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2017 and 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, Period from April 24 - December 31, 2015 2017 2016 Expected term (years) 3.0 3.0 2.9 Expected volatility 33.6 % 48.8 % 26.6 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 1.5 % 0.9 % 0.9 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: Year Ended December 31, Period from (Thousands, except per share data) 2017 2016 April 24 - December 31, 2015 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (9,439 ) $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,509 ) (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (2,624 ) (1,743 ) — Amortization of discount on convertible preferred stock (2,980 ) (1,985 ) — Net (loss) income attributable to common shares $ (16,552 ) $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 168,693 152,473 149,835 Basic (loss) earnings per common share $ (0.10 ) $ (0.04 ) $ 0.16 Year Ended December 31, Period from (Thousands, except per share data) 2017 2016 April 24 - December 31, 2015 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (9,439 ) $ (212 ) $ 24,870 Less: Income allocated to participating securities (1,509 ) (1,557 ) (1,152 ) Dividends declared on convertible preferred stock (2,624 ) (1,743 ) — Amortization of discount on convertible preferred stock (2,980 ) (1,985 ) — Mark-to-market gain on share settled contingent consideration arrangments (4,944 ) — — Net (loss) income attributable to common shares $ (21,496 ) $ (5,497 ) $ 23,718 Denominator: Basic weighted-average common shares outstanding 168,693 152,473 149,835 Contingent consideration (See Note 5) 296 — — Effect of dilutive non-participating securities — — — Weighted-average shares for dilutive earnings per common share 168,989 152,473 149,835 Dilutive (loss) earnings per common share $ (0.13 ) $ (0.04 ) $ 0.16 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the years ended December 31, 2017 and 2016 and for the period from April 24, 2015 to December 31, 2015: Year Ended December 31, 2017 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 685,099 $ 202,791 $ 10,055 $ 18,087 $ - $ 916,032 Adjusted EBITDA $ 683,651 $ 83,987 $ (831 ) $ 4,556 $ (21,839 ) $ 749,524 Adjusted EBITDA margin 99.8 % 41.4 % (8.3 %) 25.2 % - 81.8 % Less: Interest expense 305,994 Depreciation and amortization 347,999 78,307 4,907 2,607 385 434,205 Other expense 11,284 Transaction related costs 38,005 Stock-based compensation 7,713 Income tax benefit (38,849 ) Net loss $ (8,828 ) Capital expenditures (1) $ - $ 152,918 $ 104,540 $ - $ 63 $ 257,521 Year Ended December 31, 2016 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 676,868 $ 70,568 $ 500 $ 22,472 $ - $ 770,408 Adjusted EBITDA $ 675,114 $ 25,912 $ (1,123 ) $ 5,074 $ (14,793 ) $ 690,184 Adjusted EBITDA margin 99.7 % 36.7 % (224.6 %) 22.6 % - 89.6 % Less: Interest expense 275,394 Depreciation and amortization 343,368 28,629 337 3,258 378 375,970 Other expense - Transaction related costs 33,669 Stock-based compensation 4,846 Income tax expense 517 Net loss $ (212 ) Capital expenditures (1) $ - $ 31,006 $ 15,262 $ - $ 175 $ 46,443 Period from April 24, 2015 to December 31, 2015 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total Revenues $ 458,614 $ - $ - $ 17,700 $ - $ 476,314 Adjusted EBITDA $ 457,704 $ - $ - $ 3,957 $ (8,364 ) $ 453,297 Adjusted EBITDA margin 99.8 % - - 22.4 % - 95.2 % Less: Interest expense 181,797 Depreciation and amortization 235,967 - - 2,571 210 238,748 Other expense - Transaction related costs 5,210 Stock-based compensation 1,934 Income tax expense 738 Net income 24,870 Capital expenditures (1) $ 43,077 $ - $ - $ - $ 1,336 $ 44,413 (1) Segment capital expenditures represents capital expenditures, the NMS asset acquisition and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2017 and December 31, 2016 are as follows: (Thousands) December 31, 2017 December 31, 2016 Leasing $ 2,121,857 $ 2,238,517 Fiber Infrastructure 2,009,175 914,082 Towers 157,180 18,004 Consumer CLEC 10,919 14,239 Corporate 30,951 133,910 Total of reportable segments $ 4,330,082 $ 3,318,752 |
Summary of Geographical Segment Information Related to Revenues | Summarized geographical information related to the Company’s revenues for the years ended December 31 2017, 2016 and for the period from April 24, 2015 to December 31, 2015 is as follows: Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 United States revenues $ 908,576 $ 770,351 $ 476,314 Latin America revenues 7,456 57 - Total revenues $ 916,032 $ 770,408 $ 476,314 |
Summary of Geographical Segment Information Related to Long Lived Assets | Summarized geographical information related to the Company’s long-lived assets as of December 31, 2017 and 2016 is as follows: December 31, (Thousands) 2017 2016 United States long-lived assets $ 3,382,894 $ 2,826,442 Latin America long-lived assets 98,352 2,179 Total long-lived assets $ 3,481,246 $ 2,828,621 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2018 $ 14,336 2019 10,007 2020 7,107 2021 4,411 2022 2,760 Thereafter 16,663 Total $ 55,284 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component is as follows for the year ended December 31, 2017: (Thousands) 2017 2016 2015 Cash flow hedge changes in fair value gain (loss): Balance at begininng of period $ (6,102 ) $ (5,427 ) $ — Other comprehensive income (loss) before reclassifications (7,735 ) (24,465 ) (21,682 ) Amounts reclassified from accumulated other comprehensive income 20,630 23,790 16,255 Net other comprehensive income 6,793 (6,102 ) (5,427 ) Less: Other comprehensive (loss) income attributable to noncontrolling interest 442 — — Balance at end of period 6,351 (6,102 ) (5,427 ) Foreign currency translation gain (loss): Balance at begininng of period (267 ) — — Translation adjustments 1,660 (267 ) — Net other comprehensive income 1,393 (267 ) — Less: Other comprehensive (loss) income attributable to noncontrolling interest (77 ) — — Balance at end of period 1,470 (267 ) - Accumulated other comprehensive income (loss) at end of period $ 7,821 $ (6,369 ) $ (5,427 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the years ended December 31, 2017 and 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 December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 Current Federal $ 1,456 $ 1,596 $ 1,208 State 866 1,107 741 Total current expense 2,322 2,703 1,949 Deferred Federal (36,956 ) (1,488 ) (770 ) State (3,837 ) (698 ) (441 ) Foreign (378 ) - - Total deferred expense (41,171 ) (2,186 ) (1,211 ) Total income tax (benefit) expense $ (38,849 ) $ 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 December 31, Period from (Thousands) 2017 2016 April 24 - December 31, 2015 Income from continuing operations, before tax $ (47,667 ) $ 305 $ 24,795 Income tax at U.S. statutory federal rate (16,687 ) 107 8,665 Increases (decreases) resulting from: State taxes, net of federal benefit (429 ) (224 ) 266 Benefit of REIT status 8,836 (4,016 ) (8,193 ) Capitalized transaction costs (4,820 ) (3,915 ) - Change in valuation allowance (8,176 ) 8,176 - Adjustment of deferred tax balances (217 ) 149 - Permanent differences 60 52 - Foreign taxes (378 ) - - Rate differential (17,038 ) 188 - Income tax (benefit) expense $ (38,849 ) $ 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, 2017 December 31, 2016 Deferred tax assets: Deferred revenue $ 17,114 $ 4,244 Accrued bonuses 101 520 Goodwill - 1,886 Stock based compensation 506 179 Accrued expenses and other 2,023 802 Asset retirement obligation 1,341 790 Inventory reserve 248 401 Net operating loss carryforwards 36,229 39,916 Deferred tax assets 57,562 48,738 Valuation allowance - (8,176 ) Deferred tax assets, net of valuation allowance 57,562 40,562 Deferred tax liabilities: Property, plant & equipment $ (43,817 ) $ (20,923 ) Customer list intangible (68,795 ) (47,721 ) Other intangible amortization (291 ) (137 ) Other (137 ) (175 ) Deferred tax liabilities $ (113,040 ) $ (68,956 ) Deferred tax liability, net $ (55,478 ) $ (28,394 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2017 Balance at January 1 $ - Additions related to acquisitions 3,036 Additions for tax positions for the current year - Additions for tax positions of prior years - Reductions for tax positions of prior years - Settlements - Balance at December 31 $ 3,036 |
Supplemental Cash Flow Inform53
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Cash Paid For Interest Expense And Income Taxes | Cash paid for interest expense and income taxes is as follows: Year Ended December 31, Period from (Thousands) 2017 2016 April 24 - December 31, Supplemental cash flow information: Cash paid for interest $ 276,071 $ 255,945 $ 147,428 Cash paid for income taxes $ 4,388 $ 3,003 $ 1,284 |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the years ended December 31, 2017 and 2016 and for the period from April 24, 2015 to December 31, 2015 our common stock distribution per share was $2.40, $2.40 and $1.04, respectively, characterized as follows: Year Ended December 31, Period from 2017 2016 April 24 - December 31, 2015 Ordinary dividends $ 1.22 $ 1.31 $ 0.87 Non-dividend distributions 1.18 1.09 0.17 Total $ 2.40 $ 2.40 $ 1.04 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, are as follows: (Thousands) 2017 $ 661,859 2018 666,703 2019 669,838 2020 672,998 2021 675,904 Thereafter 5,109,341 Total $ 8,456,643 |
Quarterly Results of Operatio56
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017: 2017 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 211,473 $ 213,013 $ 245,210 $ 246,336 Loss before income taxes (20,379 ) (16,385 ) (3,837 ) (7,076 ) Net (loss) income (20,000 ) (16,460 ) 4,835 22,797 Net (loss) income attributable to common shareholders (21,788 ) (18,242 ) 2,939 20,539 - Basic (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ 0.02 $ 0.12 Diluted (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ (0.02 ) $ 0.12 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 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) attributable 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 |
Organization and Description 57
Organization and Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017Segment | |
Organization And Description Of Business [Line Items] | |
Number of operating business segments | 4 |
Uniti Group LP | |
Organization And Description Of Business [Line Items] | |
Percentage of partnership interests owned | 97.70% |
Summary of Significant Accoun58
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated amortization of capital lease assets | $ 4,488,698,000 | $ 4,081,039,000 | ||||
Gain (loss) on disposition of property | 0 | |||||
Depreciation expense | $ 236,200,000 | 415,900,000 | 369,900,000 | |||
Impairment losses | 0 | 0 | 0 | |||
Aggregate carrying amount of asset retirement obligations | 9,400,000 | 4,200,000 | ||||
Asset retirement obligations liabilities Incurred | 4,400,000 | |||||
Asset retirement obligations accretion expense recognized | 800,000 | |||||
Provision for doubtful accounts | 0 | 0 | ||||
Allowance for service receivables | $ 1,000,000 | 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 unrecognized tax benefit | $ 5,300,000 | |||||
Federal corporate level tax rate | 35.00% | |||||
Gain recognized from sale of assets after spinoff recognition period | 5 years | |||||
Impairment loss | 0 | |||||
Consumer CLEC Business | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Provision for doubtful accounts | $ 111,000 | |||||
Fiber Infrastructure | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment loss | 0 | $ 0 | 0 | |||
Percentage of fair value in excess of carrying value | 2.00% | |||||
Scenario, Forecast | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Federal corporate level tax rate | 21.00% | |||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Recurring fee charging period for use of company services | 3 years | |||||
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 | $ 432,400,000 | $ 218,700,000 | ||||
Master Lease | Windstream | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Leasing revenue | $ 337,600,000 | 458,600,000 | ||||
Leasing revenue percentage | 74.80% | 87.90% | ||||
Capital Lease Assets | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated amortization of capital lease assets | $ 10,100,000 | $ 3,200,000 | ||||
Tenant Capital Improvements | Master Lease | Windstream | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Leasing revenue | 800,000 | 14,300,000 | 6,100,000 | |||
Depreciation expense | $ 800,000 | $ 14,300,000 | $ 6,100,000 |
Business Combinations and Ass59
Business Combinations and Asset Acquisitions - Additional Information (Details) | Jul. 03, 2017USD ($)shares | Jan. 31, 2017USD ($)Tower | Aug. 31, 2016USD ($)shares | May 02, 2016USD ($)shares | Jan. 22, 2016USD ($) | Dec. 31, 2017USD ($)Tower | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)Tower | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)Tower | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||
Cash paid for business acquisition | $ 69,729,000 | ||||||||||||||||||
Deferred Tax Liabilities | $ 55,478,000 | $ 28,394,000 | $ 28,394,000 | $ 55,478,000 | $ 28,394,000 | 55,478,000 | $ 28,394,000 | ||||||||||||
Unrecognized tax benefits | 3,036,000 | 3,036,000 | 3,036,000 | ||||||||||||||||
Total revenues | 246,336,000 | $ 245,210,000 | $ 213,013,000 | $ 211,473,000 | 206,920,000 | $ 200,240,000 | $ 188,573,000 | $ 174,675,000 | $ 476,314,000 | 916,032,000 | 770,408,000 | ||||||||
Contingent consideration | 105,762,000 | 98,600,000 | 98,600,000 | 105,762,000 | 98,600,000 | 105,762,000 | 98,600,000 | ||||||||||||
Reduction of purchase price and goodwill | (248,000) | ||||||||||||||||||
Net operating loss | 133,800,000 | 133,800,000 | 133,800,000 | ||||||||||||||||
Deferred tax assets gross | $ 57,562,000 | $ 48,738,000 | 48,738,000 | $ 57,562,000 | 48,738,000 | 57,562,000 | 48,738,000 | ||||||||||||
Equity consideration transferred on acquisition | 122,395,000 | 259,996,000 | |||||||||||||||||
Latin American | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Total revenues | $ 7,456,000 | 57,000 | |||||||||||||||||
NMS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business acquisition date | Jan. 31, 2017 | ||||||||||||||||||
Number of wireless towers owned | Tower | 366 | ||||||||||||||||||
Cash paid for business acquisition | $ 62,600,000 | ||||||||||||||||||
Deferred Tax Liabilities | 18,400,000 | ||||||||||||||||||
Unrecognized tax benefits | 5,300,000 | ||||||||||||||||||
Intangible assets | 52,437,000 | ||||||||||||||||||
Acquired below-market leases intangible liability | $ 3,440,000 | ||||||||||||||||||
Acquired finite-lived intangible liability, weighted average useful life | 10 years | ||||||||||||||||||
Number of towers construction completed | Tower | 50 | 50 | 50 | ||||||||||||||||
Payment for acquisition | $ 5,100,000 | ||||||||||||||||||
NMS | Customer Relationships | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 37,400,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 22 years | ||||||||||||||||||
NMS | Network | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 13,500,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 22 years | ||||||||||||||||||
NMS | Above Market Leases | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 1,500,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 10 years | ||||||||||||||||||
NMS | Latin American | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of towers additional acquisition when construction is completed | Tower | 105 | ||||||||||||||||||
NMS | Mexican | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of wireless towers owned | Tower | 212 | ||||||||||||||||||
NMS | Nicaragua | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of wireless towers owned | Tower | 54 | ||||||||||||||||||
NMS | Colombia | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of wireless towers owned | Tower | 100 | ||||||||||||||||||
Southern Light, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business acquisition date | Jul. 3, 2017 | ||||||||||||||||||
Cash paid for business acquisition | $ 638,100,000 | ||||||||||||||||||
Intangible assets | $ 160,100,000 | ||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||
Total revenues | $ 45,500,000 | ||||||||||||||||||
Operating loss | 4,600,000 | ||||||||||||||||||
Business combination, transaction related costs | $ 14,800,000 | ||||||||||||||||||
Decrease to the valuation allowance | $ 8,000,000 | ||||||||||||||||||
Southern Light, LLC | Common Units | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Issuance of shares | shares | 2,500,000 | ||||||||||||||||||
Fair value of shares issued for acquisition | $ 64,300,000 | ||||||||||||||||||
Southern Light, LLC | Customer Relationships | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Intangible assets | $ 160,100,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 15 years | ||||||||||||||||||
Hunt Telecommunications, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business acquisition date | Jul. 3, 2017 | ||||||||||||||||||
Cash paid for business acquisition | $ 129,300,000 | ||||||||||||||||||
Intangible assets | $ 73,000,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 18 years | ||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||
Total revenues | $ 16,500,000 | ||||||||||||||||||
Operating loss | 2,700,000 | ||||||||||||||||||
Business combination, transaction related costs | 5,900,000 | ||||||||||||||||||
Additional contingent consideration | $ 17,000,000 | ||||||||||||||||||
Contingent consideration | $ 16,400,000 | $ 11,500,000 | 11,500,000 | $ 11,500,000 | |||||||||||||||
Hunt Telecommunications, LLC | Common Units | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Issuance of shares | shares | 1,600,000 | ||||||||||||||||||
Fair value of shares issued for acquisition | $ 41,600,000 | ||||||||||||||||||
Tower Cloud, Inc. | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business acquisition date | Aug. 31, 2016 | ||||||||||||||||||
Cash paid for business acquisition | $ 187,500,000 | ||||||||||||||||||
Deferred Tax Liabilities | 24,800,000 | ||||||||||||||||||
Intangible assets | $ 116,218,000 | ||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||
Total revenues | 13,500,000 | ||||||||||||||||||
Operating loss | $ (2,100,000) | ||||||||||||||||||
Business combination, transaction related costs | $ 9,100,000 | ||||||||||||||||||
Additional contingent consideration | $ 130,000,000 | ||||||||||||||||||
Contingent consideration | 98,600,000 | $ 94,300,000 | $ 94,300,000 | $ 94,300,000 | |||||||||||||||
Reduction of purchase price and goodwill | $ (200,000) | ||||||||||||||||||
Goodwill expected to be deductible for income tax purposes | 0 | ||||||||||||||||||
Net operating loss | 81,200,000 | ||||||||||||||||||
Deferred tax assets gross | $ 37,000,000 | ||||||||||||||||||
Tower Cloud, Inc. | Minimum | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | ||||||||||||||||||
Operating loss carry forwards expiration year | 2,026 | ||||||||||||||||||
Tower Cloud, Inc. | Maximum | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Operating loss carry forwards expiration year | 2,036 | ||||||||||||||||||
Tower Cloud, Inc. | Common Stock | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Issuance of shares | shares | 1,900,000 | ||||||||||||||||||
Fair value of shares issued for acquisition | $ 58,500,000 | ||||||||||||||||||
Tower Cloud, Inc. | Customer Relationships | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Intangible assets | $ 116,200,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | ||||||||||||||||||
PEG Bandwidth, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business acquisition date | May 2, 2016 | ||||||||||||||||||
Cash paid for business acquisition | $ 322,500 | ||||||||||||||||||
Intangible assets | $ 38,000,000 | ||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||
Total 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 | shares | 87,500 | ||||||||||||||||||
Fair value of shares issued for acquisition | $ 78,600 | ||||||||||||||||||
Percentage of dividend rate on convertible preferred stock | 3.00% | ||||||||||||||||||
PEG Bandwidth, LLC | Common Stock | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Issuance of shares | shares | 1,000,000 | ||||||||||||||||||
Fair value of shares issued for acquisition | $ 23,200 | ||||||||||||||||||
PEG Bandwidth, LLC | Customer Relationships | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 36,000,000 | ||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 17 years | ||||||||||||||||||
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 |
Business Combinations and Ass60
Business Combinations and Asset Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 03, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | May 02, 2016 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 673,729 | $ 262,334 | ||||
NMS | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment | $ 36,417 | |||||
Accounts receivable | 2,826 | |||||
Other assets | 1,623 | |||||
Intangible assets | 52,437 | |||||
Accounts payable, accrued expenses and other liabilities | (8,895) | |||||
Intangible liabilities | (3,440) | |||||
Deferred income taxes | (18,403) | |||||
Total purchase consideration | $ 62,565 | |||||
Southern Light, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment | $ 279,467 | |||||
Cash and cash equivalents | 1,992 | |||||
Accounts receivable | 11,139 | |||||
Other assets | 1,287 | |||||
Goodwill | 318,620 | |||||
Intangible assets | 160,100 | |||||
Accounts payable, accrued expenses and other liabilities | (19,846) | |||||
Deferred revenue | (38,134) | |||||
Deferred income taxes | (9,004) | |||||
Capital lease obligations | (3,189) | |||||
Total purchase consideration | 702,432 | |||||
Hunt Telecommunications, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment | 59,682 | |||||
Cash and cash equivalents | 3,181 | |||||
Accounts receivable | 4,906 | |||||
Other assets | 413 | |||||
Goodwill | 93,023 | |||||
Intangible assets | 73,000 | |||||
Accounts payable, accrued expenses and other liabilities | (2,579) | |||||
Deferred revenue | (3,800) | |||||
Deferred income taxes | (40,391) | |||||
Capital lease obligations | (164) | |||||
Total purchase consideration | $ 187,271 | |||||
Tower Cloud, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment | $ 163,680 | |||||
Cash and cash equivalents | 14,346 | |||||
Accounts receivable | 3,043 | |||||
Other assets | 2,595 | |||||
Goodwill | 117,032 | |||||
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) | |||||
Total purchase consideration | $ 344,616 | |||||
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 | |||||
Goodwill | 145,054 | |||||
Intangible assets | 38,000 | |||||
Accounts payable, accrued expenses and other liabilities | (8,643) | |||||
Deferred revenue | (12,700) | |||||
Capital lease obligations | (49,195) | |||||
Total purchase consideration | $ 424,294 |
Business Combinations and Ass61
Business Combinations and Asset Acquisitions - 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, 2017 | Dec. 31, 2016 | |
Southern Light, LLC and Hunt Telecommunications, LLC | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $ 980,303 | $ 891,373 | |
Pro forma net income (loss) | $ 4,267 | $ (2,482) | |
Pro forma net income (loss) per share | $ 0.02 | $ (0.01) | |
Tower Cloud, Inc. | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $ 505,764 | $ 798,054 | |
Pro forma net income (loss) | $ 17,609 | $ (3,581) | |
Pro forma net income (loss) per share | $ 0.12 | $ (0.02) | |
PEG Bandwidth, LLC | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $ 529,911 | $ 797,637 | |
Pro forma net income (loss) | $ 19,809 | $ 6,264 | |
Pro forma net income (loss) per share | $ 0.13 | $ 0.04 |
Fair Value of Financial Instr62
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Derivative asset | $ 6,793 | |
Total | 6,793 | |
Liabilities | ||
Contingent consideration | 105,762 | $ 98,600 |
Total | 4,553,521 | 4,394,138 |
Derivative liability | 6,102 | |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 2,011,237 | 2,139,586 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 540,375 | 569,250 |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,073,925 | 1,176,600 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 542,250 | 404,000 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 279,972 | |
Prices with Other Observable Inputs (Level 2) | ||
Assets | ||
Derivative asset | 6,793 | |
Total | 6,793 | |
Liabilities | ||
Total | 4,447,759 | 4,295,538 |
Derivative liability | 6,102 | |
Prices with Other Observable Inputs (Level 2) | Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 2,011,237 | 2,139,586 |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 540,375 | 569,250 |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,073,925 | 1,176,600 |
Prices with Other Observable Inputs (Level 2) | 7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 542,250 | 404,000 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 279,972 | |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 105,762 | 98,600 |
Total | $ 105,762 | $ 98,600 |
Fair Value of Financial Instr63
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2017 | 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% | 7.125% |
Debt instrument, maturity date | Dec. 15, 2024 | 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 |
Senior Secured Revolving Credit Facility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 |
Fair Value of Financial Instr64
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Jul. 03, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Principal amount of notes and other debt | $ 4,626,887 | $ 4,167,967 | ||
Estimated fair value of future contingent consideration | 105,762 | $ 98,600 | ||
Payments of contingent consideration | 19,999 | |||
Change in fair value of contingent consideration | 10,736 | |||
Hunt Telecommunications, LLC | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Estimated fair value of future contingent consideration | 11,500 | $ 16,400 | ||
Tower Cloud, Inc. | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Estimated fair value of future contingent consideration | 94,300 | $ 98,600 | ||
Payments of contingent consideration | 20,000 | |||
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 | $ 4,400,000 |
Fair Value of Financial Instr65
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, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 98,600 |
Transfers into Level 3 | 16,425 |
(Gain)/Loss included in earnings | 10,736 |
Settlements | (19,999) |
Contingent consideration, ending balance | $ 105,762 |
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, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,542,587 | $ 6,751,076 |
Less accumulated depreciation | (4,488,698) | (4,081,039) |
Net property, plant and equipment | 3,053,889 | 2,670,037 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,269 | 26,833 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 325,445 | 318,967 |
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 | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 243,710 | 234,393 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 2,669,058 | 2,243,822 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 213,574 | 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] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 3,656,385 | 3,538,566 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 91,210 | 90,540 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 59,327 | 4,307 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,258 | 5,299 |
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 | $ 2,690 | 2,731 |
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 | |
Real Property Interests | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 34,580 | 12,265 |
Capital Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 97,592 | 89,723 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 112,489 | $ 52,685 |
Property, Plant and Equipment67
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 236.2 | $ 415.9 | $ 369.9 |
Derivative Instruments and He68
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Apr. 27, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Unrealized loss on derivative instruments | $ (7,700,000,000) | $ (24,500,000,000) | |
Ineffective portion of change in fair value derivatives | 0 | 0 | |
Amounts reported in AOCI that will be reclassified into interest expense during the next twelve months | 17,500,000 | ||
Interest Expense | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Reclassification out of other comprehensive income into interest expense | $ 20,600,000 | $ 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 He69
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 6,793 | |
Derivative liability | $ 6,102 | |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 6,793 | |
Derivative liability | $ 6,102 |
Goodwill and Intangible Asset70
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill at December 31, 2015 | $ 262,334 | |
Goodwill Purchase Accounting Adjustments | (248) | |
Goodwill associated with acquisitions | 411,643 | $ 262,334 |
Goodwill at December 31, 2016 | 673,729 | 262,334 |
Fiber Infrastructure | ||
Goodwill [Line Items] | ||
Goodwill at December 31, 2015 | 262,334 | |
Goodwill Purchase Accounting Adjustments | (248) | |
Goodwill associated with acquisitions | 411,643 | 262,334 |
Goodwill at December 31, 2016 | $ 673,729 | $ 262,334 |
Goodwill and Intangible Asset71
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Cost | $ 477,730 | $ 190,642 | |
Less: Accumulated amortization | (48,373) | (30,058) | |
Total intangible assets, net | 429,357 | 160,584 | |
Trade Names | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Cost | 2,000 | 2,000 | |
Customer Relationships | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Cost | 38,527 | ||
Less: Accumulated amortization | (1,605) | ||
Acquired Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Cost | 1,509 | ||
Less: Accumulated amortization | [1] | (138) | |
Acquired Above-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible liabilities, Cost | 3,455 | ||
Less: Accumulated amortization | (317) | ||
Total intangible liabilities, net | [2] | 3,138 | |
Customer Lists | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Cost | 421,743 | 188,642 | |
Less: Accumulated amortization | (46,049) | $ (30,058) | |
Network | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Cost | [1] | 13,951 | |
Less: Accumulated amortization | $ (581) | ||
[1] | Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity as of the valuation date. | ||
[2] | Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization | $ 2.6 | $ 18.3 | $ 6.1 |
Estimated amortization expense for 2018 | 25.1 | ||
Estimated amortization expense for 2019 | 24.4 | ||
Estimated amortization expense for 2020 | 23.9 | ||
Estimated amortization expense for 2021 | 23.5 | ||
Estimated amortization expense for 2022 | $ 23 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | $ 4,626,887 | $ 4,167,967 |
Less unamortized discount, premium and debt issuance costs | (144,190) | (139,753) |
Notes and other debt less unamortized discount and debt issuance costs | 4,482,697 | 4,028,214 |
Senior Secured Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 2,086,887 | 2,107,967 |
Less unamortized discount, premium and debt issuance costs | (87,140) | (78,699) |
Senior Secured Notes - 6.00% Due April 15, 2023 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 550,000 | 550,000 |
Less unamortized discount, premium and debt issuance costs | (8,508) | (9,817) |
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 |
Less unamortized discount, premium and debt issuance costs | (40,467) | (45,599) |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 600,000 | 400,000 |
Less unamortized discount, premium and debt issuance costs | (8,075) | $ (5,638) |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | $ 280,000 |
Notes and Other Debt - Schedu74
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2017 | 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 | Dec. 15, 2024 |
Issuance senior notes, stated percentage | 7.125% | 7.125% |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) $ in Thousands | May 08, 2017 | Dec. 15, 2016 | Jun. 09, 2016 | Apr. 25, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 28, 2017 | Apr. 27, 2017 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||
Debt instrument amount | $ 4,626,887 | $ 4,167,967 | ||||||||
Amortization of deferred financing costs | $ 4,800 | $ 13,600 | $ 7,800 | |||||||
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] | ||||||||||
Debt instrument, debt default, description of violation or event of default | In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail 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 | |||||||||
Senior Secured Term Loan B Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | ||||||||
Debt instrument amount | $ 2,086,887 | $ 2,107,967 | ||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Issuance of senior notes, principal amount | $ 2,140,000 | |||||||||
Debt amortization percentage | 1.00% | |||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Issuance senior notes, stated percentage | 1.00% | |||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||||||||
Debt instrument amount | $ 550,000 | $ 550,000 | ||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Issuance of senior notes, principal amount | $ 150,000 | $ 550,000 | $ 400,000 | |||||||
Notes issued price percentage at par | 99.25% | 100.00% | ||||||||
8.25% Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | ||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | ||||||||
8.25% Senior Unsecured Notes | CSL Capital, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Issuance of senior notes, principal amount | $ 1,110,000 | |||||||||
Notes issued price percentage at par | 97.055% | |||||||||
Senior Secured Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 | ||||||||
Debt instrument amount | $ 280,000 | |||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitments under revolving credit facility | $ 750,000 | $ 500,000 | ||||||||
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 Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||||||||
Debt instrument amount | $ 600,000 | $ 400,000 | ||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument amount | $ 600,000 | |||||||||
Issuance of senior notes, principal amount | $ 200,000 | $ 400,000 | ||||||||
Notes issued price percentage at par | 100.50% | 100.00% |
Notes and Other Debt - Schedu76
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long Term Debt By Maturity [Abstract] | ||
2,018 | $ 21,079 | |
2,019 | 21,079 | |
2,020 | 301,079 | |
2,021 | 21,079 | |
2,022 | 2,002,571 | |
Thereafter | 2,260,000 | |
Total | $ 4,626,887 | $ 4,167,967 |
Notes and Other Debt - Schedu77
Notes and Other Debt - Schedule of Future Minimum Lease Payments Under Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Long Term Debt [Abstract] | |
2,018 | $ 8,407 |
2,019 | 8,083 |
2,020 | 7,048 |
2,021 | 6,309 |
2,022 | 6,155 |
Thereafter | 53,461 |
Total minimum payments | 89,463 |
Less amount representing interest | (33,134) |
Total | $ 56,329 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 13, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 325,148,486 | ||||
Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 241,140 | 234,294 | 308,146 | ||
Fair value of shares granted | $ 6 | ||||
Awards vesting period | 3 years | ||||
Shares available for future issuance | 4,992,583 | ||||
Aggregate intrinsic value | $ 17.79 | ||||
Weighted-average fair value | $ 25.82 | $ 25.56 | $ 20.56 | ||
Total fair value of shares vesting | $ 2.9 | $ 1.1 | |||
Unrecognized compensation expense | $ 6.6 | ||||
Weighted average vesting period | 10 months 24 days | ||||
Number of shares forfeited | 33,041 | ||||
Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 91,995 | 60,970 | 91,995 | 101,660 | |
Aggregate intrinsic value | $ 17.79 | ||||
Weighted-average fair value | $ 21.82 | $ 33.75 | $ 20.71 | ||
Unrecognized compensation expense | $ 3.2 | ||||
Weighted average vesting period | 1 year 9 months 18 days | ||||
Performance period | 3 years | ||||
Percentage of target amount | 100.00% | ||||
Aggregate value | $ 3.1 | ||||
Number of shares forfeited | 0 | ||||
Dividend yield | 0.00% | 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 | 200.00% | ||||
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 | $ 1.9 | $ 7.7 | $ 4.8 | ||
Windstream | Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued | 538,819 | ||||
Shares issued to employees remained outstanding | 0 | ||||
Windstream | Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued | 70,889 | ||||
Shares issued to employees remained outstanding | 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unvested balance | 493,891 | |||
Granted | 241,140 | 234,294 | 308,146 | |
Forfeited | (33,041) | |||
Vested | (106,956) | |||
Unvested balance | 588,188 | 493,891 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 22.60 | |||
Granted, Weighted Average Fair Value at Grant Date | $ 25.82 | 25.56 | $ 20.56 | |
Forfeited, Weighted Average Fair Value at Grant Date | 24.77 | |||
Vested, Weighted Average Fair Value at Grant Date | 20.73 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 24 | $ 22.60 | ||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 10,464 | ||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 29, 2017. The market value as of December 29, 2017 was $17.79 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 29, 2017, the final trading day of 2017. |
Stock-Based Compensation - Sc80
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested balance | 162,630 | ||||
Granted | 91,995 | 60,970 | 91,995 | 101,660 | |
Forfeited | 0 | ||||
Unvested balance | 254,625 | 162,630 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 21.13 | ||||
Granted, Weighted Average Fair Value at Grant Date | $ 21.82 | 33.75 | $ 20.71 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 25.69 | $ 21.13 | |||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 4,530 | |||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 29, 2017. The market value as of December 29, 2017 was $17.79 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 29, 2017, the final trading day of 2017. |
Stock-Based Compensation - Sc81
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 2 years 10 months 25 days | 3 years | 3 years |
Expected volatility | 26.60% | 33.60% | 48.80% |
Expected annual dividend | 0.00% | 0.00% | 0.00% |
Risk free rate | 0.90% | 1.50% | 0.90% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jun. 24, 2016USD ($)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 ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | shares | 174,852,000 | 155,139,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from disposition of common stock | $ (543,000) | $ 498,926,000 | $ 54,213,000 | |||||||
General and administrative expense | 11,208,000 | 72,045,000 | 35,402,000 | |||||||
Operating expense | 13,743,000 | 102,176,000 | 49,668,000 | |||||||
Payments related to tax withholding for share-based compensation | 113,000 | 1,836,000 | 2,359,000 | |||||||
Windstream | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
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 | $ 14,300,000 | $ 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, 2017 | 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 | 76 | 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 | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net (loss) income attributable to shareholders | $ 24,870 | $ (9,439) | $ (212) | ||||||||
Less: Income allocated to participating securities | (1,152) | (1,509) | (1,557) | ||||||||
Dividends declared on convertible preferred stock | (2,624) | (1,743) | |||||||||
Amortization of discount on convertible preferred stock | (2,980) | (1,985) | |||||||||
Net (loss) income attributable to common shareholders | $ 20,539 | $ 2,939 | $ (18,242) | $ (21,788) | $ (6,163) | $ (4,144) | $ (2,871) | $ 7,681 | $ 23,718 | $ (16,552) | $ (5,497) |
Denominator: | |||||||||||
Basic | 149,835 | 168,693 | 152,473 | ||||||||
Basic | $ 0.12 | $ 0.02 | $ (0.11) | $ (0.14) | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.16 | $ (0.10) | $ (0.04) |
Numerator: | |||||||||||
Net (loss) income attributable to shareholders | $ 24,870 | $ (9,439) | $ (212) | ||||||||
Less: Income allocated to participating securities | (1,152) | (1,509) | (1,557) | ||||||||
Dividends declared on convertible preferred stock | (2,624) | (1,743) | |||||||||
Amortization of discount on convertible preferred stock | (2,980) | (1,985) | |||||||||
Mark-to-market gain on share settled contingent consideration arrangments | (4,944) | ||||||||||
Net (loss) income attributable to common shares | $ 23,718 | $ (21,496) | $ (5,497) | ||||||||
Denominator: | |||||||||||
Basic weighted-average common shares outstanding | 149,835 | 168,693 | 152,473 | ||||||||
Contingent consideration | 296 | ||||||||||
Weighted-average shares for dilutive earnings per common share | 149,835 | 168,989 | 152,473 | ||||||||
Diluted | $ 0.12 | $ (0.02) | $ (0.11) | $ (0.14) | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.16 | $ (0.13) | $ (0.04) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 476,314 | $ 916,032 | $ 770,408 | |
Adjusted EBITDA | $ 453,297 | $ 749,524 | $ 690,184 | |||||||||
Adjusted EBITDA margin | 95.20% | 81.80% | 89.60% | |||||||||
Interest expense | $ 181,797 | $ 305,994 | $ 275,394 | |||||||||
Depreciation and amortization | 238,748 | 434,205 | 375,970 | |||||||||
Other expense | 11,284 | |||||||||||
Transaction related costs | 5,210 | 38,005 | 33,669 | |||||||||
Stock-based compensation | 1,934 | 7,713 | 4,846 | |||||||||
Income tax (benefit) expense | 738 | (38,849) | 517 | |||||||||
Net (loss) income | $ 22,797 | $ 4,835 | $ (16,460) | $ (20,000) | $ (4,370) | $ (2,343) | $ (1,535) | $ 8,036 | 24,870 | (8,828) | (212) | |
Capital expenditures | [1] | 44,413 | 257,521 | 46,443 | ||||||||
Leasing | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 458,614 | 685,099 | 676,868 | |||||||||
Adjusted EBITDA | $ 457,704 | $ 683,651 | $ 675,114 | |||||||||
Adjusted EBITDA margin | 99.80% | 99.80% | 99.70% | |||||||||
Depreciation and amortization | $ 235,967 | $ 347,999 | $ 343,368 | |||||||||
Capital expenditures | [1] | 43,077 | ||||||||||
Fiber Infrastructure | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 202,791 | 70,568 | ||||||||||
Adjusted EBITDA | $ 83,987 | $ 25,912 | ||||||||||
Adjusted EBITDA margin | 41.40% | 36.70% | ||||||||||
Depreciation and amortization | $ 78,307 | $ 28,629 | ||||||||||
Capital expenditures | [1] | 152,918 | 31,006 | |||||||||
Towers | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 10,055 | 500 | ||||||||||
Adjusted EBITDA | $ (831) | $ (1,123) | ||||||||||
Adjusted EBITDA margin | (8.30%) | (224.60%) | ||||||||||
Depreciation and amortization | $ 4,907 | $ 337 | ||||||||||
Capital expenditures | [1] | 104,540 | 15,262 | |||||||||
Consumer CLEC | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 17,700 | 18,087 | 22,472 | |||||||||
Adjusted EBITDA | $ 3,957 | $ 4,556 | $ 5,074 | |||||||||
Adjusted EBITDA margin | 22.40% | 25.20% | 22.60% | |||||||||
Depreciation and amortization | $ 2,571 | $ 2,607 | $ 3,258 | |||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Adjusted EBITDA | (8,364) | (21,839) | (14,793) | |||||||||
Depreciation and amortization | 210 | 385 | 378 | |||||||||
Capital expenditures | [1] | $ 1,336 | $ 63 | $ 175 | ||||||||
[1] | Segment capital expenditures represents capital expenditures, the NMS asset acquisition and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,330,082 | $ 3,318,752 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,121,857 | 2,238,517 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,009,175 | 914,082 |
Towers | ||
Segment Reporting Information [Line Items] | ||
Total assets | 157,180 | 18,004 |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Total assets | 10,919 | 14,239 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 30,951 | $ 133,910 |
Segment Information - Summary88
Segment Information - Summary of Geographical Segment Information Related to Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Total revenues | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 476,314 | $ 916,032 | $ 770,408 |
United States | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Total revenues | $ 476,314 | 908,576 | 770,351 | ||||||||
Latin American | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Total revenues | $ 7,456 | $ 57 |
Segment Information - Summary89
Segment Information - Summary of Geographical Segment Information Related to Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 3,481,246 | $ 2,828,621 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 3,382,894 | 2,826,442 |
Latin American | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 98,352 | $ 2,179 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rental expense under operating leases | $ 132,000 | $ 25.2 | $ 10.9 |
Obligations under tax matters agreement | $ 0 |
Commitments and Contingencies91
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 14,336 |
2,019 | 10,007 |
2,020 | 7,107 |
2,021 | 4,411 |
2,022 | 2,760 |
Thereafter | 16,663 |
Total | $ 55,284 |
Accumulated Other Comprehensi92
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance, value | $ 2,508,420 | $ (1,402,445) | $ (1,166,906) |
Changes in foreign currency translation | 1,660 | (267) | |
Ending balance, value | (1,166,906) | (1,207,142) | (1,402,445) |
Accumulated other comprehensive income (loss) | (5,427) | 7,821 | (6,369) |
Cash Flow Hedge Changes in Fair Value Gain | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance, value | (6,102) | (5,427) | |
Other comprehensive income (loss) before reclassifications | (21,682) | (7,735) | (24,465) |
Amounts reclassified from accumulated other comprehensive income | 16,255 | 20,630 | 23,790 |
Net other comprehensive income | (5,427) | 6,793 | (6,102) |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 442 | ||
Ending balance, value | $ (5,427) | 6,351 | (6,102) |
Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance, value | (267) | ||
Changes in foreign currency translation | 1,660 | (267) | |
Net other comprehensive income | 1,393 | (267) | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | (77) | ||
Ending balance, value | $ 1,470 | $ (267) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | |
Income Taxes [Line Items] | ||||
Federal income tax provision | $ 0 | |||
Federal corporate level tax rate | 35.00% | |||
Tax Cuts and Jobs Act of 2017 accounting complete | false | |||
Non-cash provisional benefit | $ 17,000,000 | |||
Deferred tax asset, valuation allowance | $ 8,176,000 | |||
Change in valuation allowance | (8,176,000) | $ 8,176,000 | ||
Net operating loss | $ 133,800,000 | |||
Income tax examination, year open to examination | 2,014 | |||
Interest and penalties net of tax recognized | $ 0 | |||
Accrued interest and penalties on unrecognized tax benefits | $ 2,300,000 | |||
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 | 2,037 | |||
Tower Cloud, Inc. | ||||
Income Taxes [Line Items] | ||||
Business acquisition date | Aug. 31, 2016 | |||
Percentage of equity acquired | 100.00% | |||
Net operating loss | $ 81,200,000 | |||
Minimum | Tower Cloud, Inc. | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2,026 | |||
Maximum | Tower Cloud, Inc. | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2,036 | |||
Scenario, Forecast | ||||
Income Taxes [Line Items] | ||||
Federal corporate level tax rate | 21.00% |
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, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 1,208 | $ 1,456 | $ 1,596 |
State | 741 | 866 | 1,107 |
Total current expense | 1,949 | 2,322 | 2,703 |
Deferred | |||
Federal | (770) | (36,956) | (1,488) |
State | (441) | (3,837) | (698) |
Foreign | (378) | ||
Total deferred expense | (1,211) | (41,171) | (2,186) |
Total income tax (benefit) expense | $ 738 | $ (38,849) | $ 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, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations, before tax | $ 24,795 | $ (47,667) | $ 305 |
Income tax at U.S. statutory federal rate | 8,665 | (16,687) | 107 |
Increases (decreases) resulting from: | |||
State taxes, net of federal benefit | 266 | (429) | (224) |
Benefit of REIT status | (8,193) | 8,836 | (4,016) |
Capitalized transaction costs | (4,820) | (3,915) | |
Change in valuation allowance | (8,176) | 8,176 | |
Adjustment of deferred tax balances | (217) | 149 | |
Permanent differences | 60 | 52 | |
Foreign taxes | (378) | ||
Rate differential | (17,038) | 188 | |
Total income tax (benefit) expense | $ 738 | $ (38,849) | $ 517 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Deferred revenue | $ 17,114 | $ 4,244 |
Accrued bonuses | 101 | 520 |
Goodwill | 1,886 | |
Stock based compensation | 506 | 179 |
Accrued expenses and other | 2,023 | 802 |
Asset retirement obligation | 1,341 | 790 |
Inventory reserve | 248 | 401 |
Net operating loss carryforwards | 36,229 | 39,916 |
Deferred tax assets | 57,562 | 48,738 |
Valuation allowance | (8,176) | |
Deferred tax assets, net of valuation allowance | 57,562 | 40,562 |
Deferred tax liabilities: | ||
Property, plant & equipment | (43,817) | (20,923) |
Customer list intangible | (68,795) | (47,721) |
Other intangible amortization | (291) | (137) |
Other | (137) | (175) |
Deferred tax liabilities | (113,040) | (68,956) |
Deferred tax liability, net | $ (55,478) | $ (28,394) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Uncertainties [Abstract] | |
Additions related to acquisitions | $ 3,036 |
Balance at December 31 | $ 3,036 |
Supplemental Cash Flow Inform98
Supplemental Cash Flow Information - Schedule Cash Paid For Interest Expense And Income Taxes (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $ 147,428 | $ 276,071 | $ 255,945 |
Cash paid for income taxes | $ 1,284 | $ 4,388 | $ 3,003 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 25, 2017 | Aug. 31, 2016 | Jun. 24, 2016 | May 02, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Capitalization Equity [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Proceeds from disposition of common stock | $ (543) | $ 498,926 | $ 54,213 | ||||
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 | 174,851,514 | 155,139,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Shares available for future issuance | 325,148,486 | ||||||
Common Stock | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Additional shares issued | 19,528,302 | 5,077,629 | |||||
Proceeds from issuance of public offering, net of underwriting discounts and commissions | $ 54,800 | ||||||
Common Stock | Public Offering | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Public offering price | $ 26.01 | ||||||
Additional shares issued | 2,200,000 | ||||||
Tower Cloud, Inc. | Common Stock | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Issuance of shares | 1,900,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Southern Light and Hunt | Common Stock | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Issuance of shares | 19,500,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Public offering price | $ 26.50 | ||||||
Proceeds from disposition of common stock | $ 518,000 | ||||||
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 | $ 87,500 | ||||||
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, 2017 | Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | |||
Common stock distribution per share | $ 1.04 | $ 2.40 | $ 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, 2017 | Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | |||
Ordinary dividends | $ 0.87 | $ 1.22 | $ 1.31 |
Non-dividend distributions | 0.17 | 1.18 | 1.09 |
Total | $ 1.04 | $ 2.40 | $ 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, 2017USD ($) |
Operating Leases Future Minimum Payments Receivable [Abstract] | |
2,017 | $ 661,859 |
2,018 | 666,703 |
2,019 | 669,838 |
2,020 | 672,998 |
2,021 | 675,904 |
Thereafter | 5,109,341 |
Total | $ 8,456,643 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | 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 | $ 0.8 | $ 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) - Subsequent Events - TPx $ in Millions | Mar. 01, 2018USD ($)TrancheRenewalOptionmi |
Subsequent Event [Line Items] | |
Cash consideration to acquire assets | $ | $ 95 |
Fiber strand miles expected to be acquired and leaseback | mi | 38,000 |
Fiber strand miles expected to be acquired | mi | 7,000 |
Number of tranches to close transaction | Tranche | 2 |
Triple-net lease arrangement term | 15 years |
Annual rent income | $ | $ 8.8 |
Number of lease renewal options | RenewalOption | 5 |
Triple-net lease renewal term | 5 years |
Fixed annual escalator | 1.50% |
Quarterly Results of Operati105
Quarterly Results of Operations (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Total revenues | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | $ 206,920 | $ 200,240 | $ 188,573 | $ 174,675 | $ 476,314 | $ 916,032 | $ 770,408 |
Income (loss) before income taxes | (7,076) | (3,837) | (16,385) | (20,379) | (4,752) | (2,215) | (1,208) | 8,480 | 25,608 | (47,677) | 305 |
Net income (loss) | 22,797 | 4,835 | (16,460) | (20,000) | (4,370) | (2,343) | (1,535) | 8,036 | 24,870 | (8,828) | (212) |
Net income (loss) attributable to common shareholders | $ 20,539 | $ 2,939 | $ (18,242) | $ (21,788) | $ (6,163) | $ (4,144) | $ (2,871) | $ 7,681 | $ 23,718 | $ (16,552) | $ (5,497) |
Basic earnings (loss) per common share | $ 0.12 | $ 0.02 | $ (0.11) | $ (0.14) | $ (0.04) | $ (0.03) | $ (0.02) | $ 0.05 | $ 0.16 | $ (0.10) | $ (0.04) |
Diluted earnings (loss) per common share | 0.12 | (0.02) | (0.11) | (0.14) | (0.04) | (0.03) | (0.02) | 0.05 | 0.16 | (0.13) | (0.04) |
Dividends declared per common share | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 1.64 | $ 2.40 | $ 2.40 |
Schedule I - Condensed Finan106
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 23, 2015 |
Assets: | ||||
Cash and cash equivalents | $ 59,765 | $ 171,754 | $ 142,498 | $ 18 |
Accounts receivable, net | 43,652 | 15,281 | ||
Other assets | 15,856 | 9,674 | ||
Total Assets | 4,330,082 | 3,318,752 | ||
Liabilities: | ||||
Accrued interest payable | 28,684 | 27,812 | ||
Derivative liability | 6,102 | |||
Dividends payable | 109,557 | 94,607 | ||
Contingent consideration | 105,762 | 98,600 | ||
Notes and other debt, net | 4,482,697 | 4,028,214 | ||
Total liabilities | 5,453,694 | 4,640,645 | ||
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: 174,852 shares at December 31, 2017 and 155,139 at December 31, 2016 | 17 | 15 | ||
Additional paid-in capital | 644,328 | 141,092 | ||
Accumulated other comprehensive income | 7,821 | (6,369) | (5,427) | |
Distributions in excess of accumulated earnings | (1,960,715) | (1,537,183) | ||
Total Uniti shareholders' deficit | (1,308,549) | (1,402,445) | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 4,330,082 | 3,318,752 | ||
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 | 83,530 | 80,552 | ||
Uniti Group Inc. [Member] | ||||
Assets: | ||||
Cash and cash equivalents | 2,188 | 131,145 | $ 17 | |
Accounts receivable, net | (3) | |||
Other assets | (9) | 1,066 | ||
Investment in consolidated subsidiaries | (1,120,120) | 2,801,234 | ||
Total Assets | (1,117,941) | 2,933,442 | ||
Liabilities: | ||||
Accrued interest payable | 27,812 | |||
Derivative liability | 6,102 | |||
Dividends payable | 107,078 | 94,607 | ||
Contingent consideration | 98,600 | |||
Notes and other debt, net | 4,028,214 | |||
Total liabilities | 107,078 | 4,255,335 | ||
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: 174,852 shares at December 31, 2017 and 155,139 at December 31, 2016 | 17 | 15 | ||
Additional paid-in capital | 644,328 | 141,092 | ||
Accumulated other comprehensive income | 7,821 | (6,369) | ||
Distributions in excess of accumulated earnings | (1,960,715) | (1,537,183) | ||
Total Uniti shareholders' deficit | (1,308,549) | (1,402,445) | ||
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | (1,117,941) | 2,933,442 | ||
Uniti Group Inc. [Member] | 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 | $ 83,530 | $ 80,552 |
Schedule I - Condensed Finan107
Schedule I - Condensed Financial Information of The Registrant (Parent Company) -Condensed Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 174,852,000 | 155,139,000 |
Common stock, shares outstanding | 174,851,514 | 155,139,000 |
Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 88,000 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | 88,000 |
Convertible preferred stock, shares outstanding | 88,000 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Uniti Group Inc. [Member] | ||
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 | 174,852,000 | 155,139,000 |
Common stock, shares outstanding | 174,852,000 | 155,139,000 |
Uniti Group Inc. [Member] | 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 Finan108
Schedule I - Condensed Financial Information of The Registrant (Parent Company) -Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Costs and Expenses: | |||||||||||
Interest expense | $ 181,797 | $ 305,994 | $ 275,394 | ||||||||
General and administrative expense | 11,208 | 72,045 | 35,402 | ||||||||
Transaction related costs | 5,210 | 38,005 | 33,669 | ||||||||
Other expense | 11,284 | ||||||||||
Total costs and expenses | 450,706 | 963,709 | 770,103 | ||||||||
(Loss) income before income taxes | $ (7,076) | $ (3,837) | $ (16,385) | $ (20,379) | $ (4,752) | $ (2,215) | $ (1,208) | $ 8,480 | 25,608 | (47,677) | 305 |
Net (loss) income | 24,870 | (9,439) | (212) | ||||||||
Comprehensive (loss) income | 19,443 | 4,751 | (1,154) | ||||||||
Uniti Group Inc. [Member] | |||||||||||
Costs and Expenses: | |||||||||||
Interest expense | 181,797 | 119,702 | 267,959 | ||||||||
General and administrative expense | 1,934 | 40 | 4,829 | ||||||||
Transaction related costs | 3,945 | ||||||||||
Other expense | 9,253 | ||||||||||
Total costs and expenses | 183,731 | 128,995 | 276,733 | ||||||||
Operating loss | (183,731) | (128,995) | (276,733) | ||||||||
Earnings from consolidated subsidiaries | 208,601 | 119,556 | 276,521 | ||||||||
(Loss) income before income taxes | 24,870 | (9,439) | (212) | ||||||||
Net (loss) income | 24,870 | (9,439) | (212) | ||||||||
Comprehensive (loss) income | $ 19,443 | $ 4,751 | $ (1,154) |
Schedule I - Condensed Finan109
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities | |||
Net cash (used in) provided by operating activities | $ 293,208 | $ 405,260 | $ 375,988 |
Cash flow from investing activities | |||
Consideration paid to Windstream Services, LLC | (1,035,029) | ||
Net cash used in investing activities | (1,079,442) | (1,019,408) | (535,231) |
Cash flow from financing activities | |||
Principal payment on debt | (10,700) | (21,080) | (22,027) |
Dividends paid | (156,854) | (400,210) | (367,830) |
Proceeds from issuance of Term Loans | 1,127,000 | ||
Proceeds from issuance of Notes | 201,000 | 548,875 | |
Borrowings under revolving credit facility | 845,000 | 641,000 | |
Payments under revolving credit facility | (565,000) | (641,000) | |
Payments of contingent consideration | (19,999) | ||
Purchase of noncontrolling interest | (560) | ||
Deferred financing costs | (30,057) | (28,539) | (20,557) |
Common stock issuance, net of costs | (543) | 498,926 | 54,213 |
Net share settlement | (113) | (1,836) | (2,359) |
Cash in-lieu of fractional shares | (19) | ||
Net cash provided by financing activities | 928,714 | 501,967 | 188,766 |
Effect of exchange rates on cash and cash equivalents | 192 | (267) | |
Net (decrease) increase in cash and cash equivalents | 142,480 | (111,989) | 29,256 |
Cash and cash equivalents at beginning of period | 18 | 171,754 | 142,498 |
Cash and cash equivalents at end of period | 142,498 | 59,765 | 171,754 |
Uniti Group Inc. [Member] | |||
Cash flow from operating activities | |||
Net cash (used in) provided by operating activities | 106,332 | (602,530) | (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) | (5,270) | (22,027) |
Dividends paid | (156,854) | (400,210) | (367,830) |
Proceeds from issuance of Term Loans | 1,127,000 | ||
Proceeds from issuance of Notes | 201,000 | 548,875 | |
Borrowings under revolving credit facility | 350,000 | 641,000 | |
Payments under revolving credit facility | (125,000) | (641,000) | |
Payments of contingent consideration | (18,791) | ||
Purchase of noncontrolling interest | (560) | ||
Deferred financing costs | (30,057) | (24,686) | (20,557) |
Common stock issuance, net of costs | (543) | 498,926 | 54,213 |
Net share settlement | (113) | (1,836) | (2,359) |
Intercompany transactions, net | (111) | ||
Cash in-lieu of fractional shares | (19) | ||
Net cash provided by financing activities | 928,714 | 473,573 | 190,204 |
Net (decrease) increase in cash and cash equivalents | 17 | (128,957) | 131,128 |
Cash and cash equivalents at beginning of period | 131,145 | 17 | |
Cash and cash equivalents at end of period | $ 17 | $ 2,188 | $ 131,145 |
Schedule I - Additional Informa
Schedule I - Additional Information (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Uniti Group Inc. [Member] | |||
Condensed Financial Statements Captions [Line Items] | |||
Cash dividends received from subsidiaries | $ 0 | $ 104,900,000 | $ 0 |
Schedule II - Valuation and 111
Schedule II - Valuation and Qualifying Account (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance of Deferred Tax Assets | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | $ 8,176 | |
Charged to Other Accounts | $ 8,176 | |
Deductions | (8,176) | |
Balance at End of Period | 8,176 | |
Allowance for Doubtful Accounts | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | 1,352 | |
Charged to Cost and Expenses | (86) | 1,352 |
Charged to Other Accounts | 45 | |
Deductions | (300) | |
Balance at End of Period | $ 1,011 | $ 1,352 |
Schedule III - Real Estate I112
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 6,603,480 | $ 6,256,248 | $ 6,093,541 |
Accumulated Depreciation | (4,399,789) | $ (4,054,748) | $ (3,720,890) |
Land | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 28,269 | ||
Building and Improvements | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 323,939 | ||
Accumulated Depreciation | $ (156,620) | ||
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 | $ 243,710 | ||
Accumulated Depreciation | $ (179,514) | ||
Depreciable Lives | 30 years | ||
Fiber | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 2,153,942 | ||
Accumulated Depreciation | $ (946,564) | ||
Depreciable Lives | 30 years | ||
Equipment | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 889 | ||
Accumulated Depreciation | $ (36) | ||
Equipment | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 5 years | ||
Equipment | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 7 years | ||
Copper | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,656,384 | ||
Accumulated Depreciation | $ (3,055,096) | ||
Depreciable Lives | 20 years | ||
Conduit | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 90,235 | ||
Accumulated Depreciation | $ (57,205) | ||
Depreciable Lives | 30 years | ||
Towers | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 55,150 | ||
Accumulated Depreciation | $ (2,921) | ||
Depreciable Lives | 20 years | ||
Real Property Interests | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 34,580 | ||
Accumulated Depreciation | (495) | ||
Other assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 8,334 | ||
Accumulated Depreciation | $ (1,338) | ||
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 | $ 8,048 |
Schedule III - Real Estate I113
Schedule III - Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Tenant capital improvements | $ 68,569 | $ 227,969 | $ 156,972 |
Aggregate cost of real estate federal income tax | $ 6,300,000 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Carrying cost: | |||
Gross amount at beginning | $ 6,256,248 | $ 6,093,541 | |
Tenant capital improvements | $ 68,569 | 227,969 | 156,972 |
Acquisitions | 80,132 | 15,848 | |
Other | 45,552 | ||
Total additions | 353,653 | 172,820 | |
Cost of real estate sold or disposed | 6,421 | 10,113 | |
Total deductions | 6,421 | 10,113 | |
Balance at end | 6,093,541 | 6,603,480 | 6,256,248 |
Accumulated depreciation: | |||
Gross amount of accumulated depreciation at beginning | 4,054,748 | 3,720,890 | |
Depreciation | 351,332 | 343,971 | |
Other | (45) | ||
Total additions | 351,287 | 343,971 | |
Amount of accumulated depreciation for assets sold or disposed | 6,246 | ||
Other | 10,113 | ||
Total deductions | 6,246 | 10,113 | |
Balance at end | $ 3,720,890 | $ 4,399,789 | $ 4,054,748 |