Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | UNIT | |
Entity Registrant Name | Uniti Group Inc. | |
Entity Central Index Key | 0001620280 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 193,275,587 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-36708 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-5230630 | |
Entity Address, Address Line One | 10802 Executive Center Drive | |
Entity Address, Address Line Two | Benton Building Suite 300 | |
Entity Address, City or Town | Little Rock | |
Entity Address, State or Province | AR | |
Entity Address, Postal Zip Code | 72211 | |
City Area Code | (501) | |
Local Phone Number | 850-0820 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Property, plant and equipment, net | $ 3,371,151 | $ 3,209,006 |
Cash and cash equivalents | 197,317 | 38,026 |
Accounts receivable, net | 86,939 | 104,063 |
Goodwill | 690,672 | 692,385 |
Intangible assets, net | 536,654 | 432,821 |
Straight-line revenue receivable | 612 | 61,785 |
Derivative asset | 31,043 | |
Other assets, net | 147,880 | 23,808 |
Total Assets | 5,031,225 | 4,592,937 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 208,477 | 94,179 |
Accrued interest payable | 73,638 | 28,097 |
Deferred revenue | 1,040,288 | 726,262 |
Derivative liability | 27,761 | |
Dividends payable | 9,830 | 113,744 |
Deferred income taxes | 31,118 | 52,434 |
Finance lease obligations | 55,225 | 55,282 |
Contingent consideration | 11,440 | 83,401 |
Notes and other debt, net | 5,010,287 | 4,846,233 |
Total liabilities | 6,468,064 | 5,999,632 |
Commitments and contingencies (Note 13) | ||
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: 192,138 shares at September 30, 2019 and 180,536 at December 31, 2018 | 19 | 18 |
Additional paid-in capital | 948,382 | 757,517 |
Accumulated other comprehensive (loss) income | (27,452) | 30,105 |
Distributions in excess of accumulated earnings | (2,442,378) | (2,373,218) |
Total Uniti shareholders' deficit | (1,521,429) | (1,585,578) |
Noncontrolling interests - operating partnership units | 84,590 | 92,375 |
Total shareholders' deficit | (1,436,839) | (1,493,203) |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | $ 5,031,225 | 4,592,937 |
Series A Convertible Preferred Stock | ||
Liabilities: | ||
Convertible preferred stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding: no shares at September 30, 2019 and 88 shares at December 31, 2018, $87,500 liquidation value | $ 86,508 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
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 | 192,138,000 | 180,536,000 |
Common stock, shares outstanding | 192,138,000 | 180,536,000 |
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 | 0 | 88,000 |
Convertible preferred stock, shares outstanding | 0 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 263,629 | $ 252,636 | $ 789,074 | $ 746,880 |
Costs and Expenses: | ||||
Interest expense | 104,655 | 80,406 | 286,842 | 237,398 |
Depreciation and amortization | 101,166 | 112,748 | 307,571 | 342,311 |
General and administrative expense | 25,267 | 20,666 | 75,921 | 63,867 |
Operating expense (exclusive of depreciation and amortization) | 39,948 | 34,773 | 118,529 | 96,199 |
Transaction related and other costs | 15,179 | 2,323 | 28,883 | 12,025 |
Gain on sale of real estate | (205) | (28,995) | ||
Other (income) expense | (859) | (1,038) | (32,091) | (1,574) |
Total costs and expenses | 285,151 | 249,878 | 756,660 | 750,226 |
(Loss) income before income taxes | (21,522) | 2,758 | 32,414 | (3,346) |
Income tax (benefit) expense | (1,745) | (1,466) | 10,152 | (5,208) |
Net (loss) income | (19,777) | 4,224 | 22,262 | 1,862 |
Net (loss) income attributable to noncontrolling interests | (357) | 93 | 523 | 24 |
Net (loss) income attributable to shareholders | (19,420) | 4,131 | 21,739 | 1,838 |
Participating securities' share in earnings | (50) | (655) | (301) | (1,992) |
Dividends declared on convertible preferred stock | (656) | (656) | (1,968) | |
Amortization of discount on convertible preferred stock | (745) | (993) | (2,235) | |
Net (loss) income attributable to common shareholders | $ (19,470) | $ 2,075 | $ 19,789 | $ (4,357) |
Earnings (loss) per common share: | ||||
Basic | $ (0.10) | $ 0.01 | $ 0.11 | $ (0.02) |
Diluted | $ (0.10) | $ 0.01 | $ 0.11 | $ (0.02) |
Weighted-average number of common shares outstanding: | ||||
Basic | 191,940 | 175,396 | 185,746 | 175,101 |
Diluted | 191,940 | 175,653 | 185,746 | 175,101 |
Leasing | ||||
Revenues: | ||||
Total revenues | $ 179,648 | $ 174,822 | $ 532,773 | $ 521,481 |
Costs and Expenses: | ||||
Depreciation and amortization | 70,227 | 83,857 | 216,254 | 257,055 |
Gain on sale of real estate | (131) | (5,091) | ||
Fiber Infrastructure | ||||
Revenues: | ||||
Total revenues | 77,979 | 70,130 | 236,139 | 204,486 |
Costs and Expenses: | ||||
Depreciation and amortization | 28,652 | 26,605 | 85,405 | 78,754 |
Tower | ||||
Revenues: | ||||
Total revenues | 3,273 | 4,319 | 11,499 | 10,161 |
Costs and Expenses: | ||||
Depreciation and amortization | 1,643 | 1,734 | 4,470 | 4,786 |
Gain on sale of real estate | (74) | (23,904) | ||
Consumer CLEC | ||||
Revenues: | ||||
Total revenues | 2,729 | 3,365 | 8,663 | 10,752 |
Costs and Expenses: | ||||
Depreciation and amortization | $ 594 | $ 498 | $ 1,286 | $ 1,495 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (19,777) | $ 4,224 | $ 22,262 | $ 1,862 |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on derivative contracts | (8,646) | 7,744 | (58,695) | 57,617 |
Changes in foreign currency translation | 2,547 | (63) | 2,233 | |
Other comprehensive (loss) income: | (8,646) | 10,291 | (58,758) | 59,850 |
Comprehensive (loss) income | (28,423) | 14,515 | (36,496) | 61,712 |
Comprehensive (loss) income attributable to noncontrolling interest | (511) | 330 | (678) | 1,404 |
Comprehensive (loss) income attributable to common shareholders | $ (27,912) | $ 14,185 | $ (35,818) | $ 60,308 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - 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 Dec. 31, 2017 | $ (1,207,142) | $ 17 | $ 644,328 | $ 7,821 | $ (1,960,715) | $ 101,407 |
Beginning balance, shares at Dec. 31, 2017 | 174,851,514 | |||||
Impact of change in accounting standard, net of tax | 1,859 | 1,859 | ||||
Net (loss) income | 1,862 | 1,838 | 24 | |||
At-the-market issuance of common stock, net of offering costs | 64,423 | $ 1 | 64,422 | |||
At-the-market issuance of common stock, net of offering, shares | 3,180,548 | |||||
Amortization of discount on convertible preferred stock | (2,235) | (2,235) | ||||
Other comprehensive income (loss) | 59,850 | 58,470 | 1,380 | |||
Common stock dividends declared | (318,865) | (318,865) | ||||
Distributions to noncontrolling interest | (7,438) | (7,438) | ||||
Convertible preferred stock dividends | (1,968) | (1,968) | ||||
Net share settlement | (1,575) | (1,302) | (273) | |||
Stock-based compensation | 6,058 | 6,058 | ||||
Stock-based compensation, shares | 178,135 | |||||
Ending balance, value at Sep. 30, 2018 | (1,405,171) | $ 18 | 711,271 | 66,291 | (2,278,124) | 95,373 |
Ending balance, shares at Sep. 30, 2018 | 178,210,197 | |||||
Beginning balance, value at Jun. 30, 2018 | (1,374,812) | $ 17 | 645,627 | 56,237 | (2,174,216) | 97,523 |
Beginning balance, shares at Jun. 30, 2018 | 175,028,835 | |||||
Net (loss) income | 4,224 | 4,131 | 93 | |||
At-the-market issuance of common stock, net of offering costs | 64,423 | $ 1 | 64,422 | |||
At-the-market issuance of common stock, net of offering, shares | 3,180,548 | |||||
Amortization of discount on convertible preferred stock | (745) | (745) | ||||
Other comprehensive income (loss) | 10,291 | 10,054 | 237 | |||
Common stock dividends declared | (107,379) | (107,379) | ||||
Distributions to noncontrolling interest | (2,480) | (2,480) | ||||
Convertible preferred stock dividends | (656) | (656) | ||||
Net share settlement | 4 | (4) | ||||
Stock-based compensation | 1,963 | 1,963 | ||||
Stock-based compensation, shares | 814 | |||||
Ending balance, value at Sep. 30, 2018 | (1,405,171) | $ 18 | 711,271 | 66,291 | (2,278,124) | 95,373 |
Ending balance, shares at Sep. 30, 2018 | 178,210,197 | |||||
Beginning balance, value at Dec. 31, 2018 | (1,493,203) | $ 18 | 757,517 | 30,105 | (2,373,218) | 92,375 |
Beginning balance, shares at Dec. 31, 2018 | 180,535,971 | |||||
Impact of change in accounting standard, net of tax | (63,222) | (63,222) | ||||
Net (loss) income | 22,262 | 21,739 | 523 | |||
At-the-market issuance of common stock, net of offering costs | 21,641 | 21,641 | ||||
At-the-market issuance of common stock, net of offering, shares | 1,176,186 | |||||
Amortization of discount on convertible preferred stock | (993) | (993) | ||||
Other comprehensive income (loss) | (58,758) | (57,557) | (1,201) | |||
Common stock dividends declared | (26,802) | (26,802) | ||||
Distributions to noncontrolling interest | (567) | (567) | ||||
Exchange of noncontrolling interest | 6,540 | (6,540) | ||||
Exchange of noncontrolling interest, shares | 666,576 | |||||
Convertible preferred stock dividends | (875) | (875) | ||||
Equity settlement convertible preferred stock | 87,500 | $ 1 | 87,499 | |||
Equity settlement convertible preferred stock, shares | 8,677,163 | |||||
Net share settlement | (1,832) | (1,832) | ||||
Stock-based compensation | 7,930 | 7,930 | ||||
Stock-based compensation, shares | 353,498 | |||||
Equity settled contingent consideration | 11,178 | 11,178 | ||||
Equity settled contingent consideration, in shares | 645,385 | |||||
Issuance of common stock - employee stock purchase plan | 847 | 847 | ||||
Issuance of common stock - employee stock purchase plan, in shares | 83,287 | |||||
Equity component value of exchangeable note issuance, net | 80,770 | 80,770 | ||||
Deferred tax liability related to exchangeable note issuance | (3,499) | (3,499) | ||||
Sale of common stock warrant | 50,819 | 50,819 | ||||
Payment for bond hedge option | (70,035) | (70,035) | ||||
Ending balance, value at Sep. 30, 2019 | (1,436,839) | $ 19 | 948,382 | (27,452) | (2,442,378) | 84,590 |
Ending balance, shares at Sep. 30, 2019 | 192,138,066 | |||||
Beginning balance, value at Jun. 30, 2019 | (1,489,289) | $ 18 | 855,425 | (18,960) | (2,413,326) | 87,554 |
Beginning balance, shares at Jun. 30, 2019 | 183,122,757 | |||||
Net (loss) income | (19,777) | (19,420) | (357) | |||
Other comprehensive income (loss) | (8,646) | (8,492) | (154) | |||
Common stock dividends declared | (9,632) | (9,632) | ||||
Distributions to noncontrolling interest | (173) | (173) | ||||
Exchange of noncontrolling interest | 2,280 | (2,280) | ||||
Exchange of noncontrolling interest, shares | 275,788 | |||||
Equity settlement convertible preferred stock | 87,500 | $ 1 | 87,499 | |||
Equity settlement convertible preferred stock, shares | 8,677,163 | |||||
Net share settlement | (67) | (67) | ||||
Stock-based compensation | 2,845 | 2,845 | ||||
Stock-based compensation, shares | 12,871 | |||||
Issuance of common stock - employee stock purchase plan | 400 | 400 | ||||
Issuance of common stock - employee stock purchase plan, in shares | 49,487 | |||||
Ending balance, value at Sep. 30, 2019 | $ (1,436,839) | $ 19 | $ 948,382 | $ (27,452) | $ (2,442,378) | $ 84,590 |
Ending balance, shares at Sep. 30, 2019 | 192,138,066 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||
Common stock dividends declared per share | $ 0.05 | $ 0.05 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flow from operating activities | ||
Net (loss) income | $ 22,262 | $ 1,862 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 307,571 | 342,311 |
Amortization of deferred financing costs and debt discount | 30,045 | 18,340 |
Deferred income taxes | (6,137) | (6,081) |
Straight-line revenues | (1,450) | (10,932) |
Stock-based compensation | 7,930 | 6,058 |
Change in fair value of contingent consideration | (28,530) | (687) |
Gain on sale of real estate | (28,995) | |
Loss on sale of Uniti Fiber Midwest operations | 2,242 | |
Loss on asset disposal | 5,206 | 2,721 |
Other | 156 | |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 15,885 | (14,848) |
Other assets | 4,560 | (4,899) |
Accounts payable, accrued expenses and other liabilities | 56,551 | 66,090 |
Deferred revenue from prepaid rent - Bluebird / Uniti Fiber Midwest networks (Note 5) | 174,500 | |
Net cash provided by operating activities | 561,796 | 399,935 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (4,211) | |
Proceeds from sale of Uniti Fiber Midwest operations | 6,400 | |
Other capital expenditures | (264,862) | (297,108) |
Proceeds from sale of real estate, net of cash | 130,429 | |
Net cash used in investing activities | (451,234) | (300,407) |
Cash flow from financing activities | ||
Principal payments on debt | (15,810) | (15,810) |
Dividends paid | (129,075) | (318,116) |
Payments of contingent consideration | (32,253) | (18,640) |
Distributions paid to noncontrolling interest | (2,873) | (7,438) |
Borrowings under revolving credit facility | 139,000 | 350,000 |
Payments under revolving credit facility | (203,981) | (90,000) |
Capital lease payments | (3,179) | (3,819) |
Payments for financing costs | (49,497) | |
Common stock issuance, net of costs | 21,641 | 64,423 |
Proceeds from issuance of notes | 345,000 | |
Proceeds from sale of warrants | 50,819 | |
Payment for bond hedge option | (70,035) | |
Employee stock purchase program | 847 | |
Net share settlement | (1,832) | (1,575) |
Net cash provided by (used in) financing activities | 48,772 | (40,975) |
Effect of exchange rates on cash and cash equivalents | (43) | 175 |
Net increase in cash and cash equivalents | 159,291 | 58,728 |
Cash and cash equivalents at beginning of period | 38,026 | 59,765 |
Cash and cash equivalents at end of period | 197,317 | 118,493 |
Non-cash investing and financing activities: | ||
Property and equipment acquired but not yet paid | 19,947 | 11,446 |
Tenant capital improvements | 122,577 | 124,036 |
Settlement of convertible preferred stock, Series A Shares | 87,500 | |
Settlement of contingent consideration through non-cash consideration | 11,178 | |
Exchange of noncontrolling interest through non-cash consideration | 6,540 | |
Bluebird Network, LLC | ||
Cash flow from investing activities | ||
Asset acquisitions | $ (318,990) | |
NMS | ||
Cash flow from investing activities | ||
Asset acquisitions | $ (3,299) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
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”) was incorporated in the state of Maryland on September 4, 2014. We are an 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 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 Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies The accompanying Condensed Consolidated Financial Statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries, including the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation . 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 as 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 Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim 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”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”), filed with the SEC on March 18, 2019. Accordingly, significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our Annual Report. Going Concern — Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) We are party to a master lease agreement (the “Master Lease”) with Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), from which 68.2% of our revenue for the year ended December 31, 2018 was derived. Windstream was involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities related to our spin-off from Windstream (the “Spin-Off”). Windstream challenged the matter in federal court and a trial was held in July 2018. On February 15, 2019, the federal court judge issued a ruling against Windstream, finding that Windstream’s attempts to waive such default were not valid, that an “event of default” occurred with respect to such debt securities, and that the holder’s acceleration of such debt in December 2017 was effective. In response to the adverse outcome, on February 25, 2019, Windstream filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In bankruptcy, Windstream has the option to assume or reject the Master Lease. Because the Master Lease is a single indivisible Master Lease with a single rent payment, it must be assumed or rejected in whole and cannot be sub-divided by facility or market absent Uniti’s consent. A significant amount of Windstream’s revenue is generated from the use of our network included in the Master Lease, and we believe that the Master Lease is essential to Windstream’s operations. Furthermore, Windstream is designated as a “carrier of last resort” in certain markets where it utilizes the Master Lease to provide service to its customers, and Windstream would require approval from the Public Utility Commissions and the Federal Communications Commission to cease providing service in those markets. As a result, we believe the probability of Windstream rejecting the Master Lease in bankruptcy to be remote. Windstream has filed claims against us alleging, among other things: that the Master Lease should be recharacterized as a financing transaction, which would impact its treatment in Windstream’s bankruptcy (including potentially through changing our status to that of a creditor that would share in creditor recoveries from the estate rather than receive rent payments) and which could affect our status as a REIT; that the Master Lease is a lease of personal property; and that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent The Company has considered the mitigating effects of management’s plans to alleviate the substantial doubt about the ability to continue as a going concern in the event there is a disruption in the payments due to us under the Master Lease prior to Windstream’s assumption or rejection of the lease, or in the event Windstream rejects the lease or if there is any adverse determinations in respect of Windstream’s claims. Those plans include deferring, reducing or delaying cash dividends and capital expenditures, if necessary, paying one or more dividends that are required to maintain our REIT status in shares to the extent allowed under the IRS REIT rules, curtailing acquisition activities, accessing the capital markets and identifying alternative sources of liquidity. Based on our analysis, including consideration of the timing of petitioners’ requirements to make post-petition lease payments under U.S. bankruptcy law, and absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease, we believe that we have adequate liquidity to continue to fund our operations for twelve months after the issuance of the accompanying Condensed Consolidated Financial Statements absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease. If our assumptions are incorrect, we could need additional sources of liquidity to fund our cash needs and cannot assure that we will obtain them. A rejection of the Master Lease, an adverse determination by a judge on Windstream’s claims against us, or even a temporary disruption in payments to us, may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties, and could materially adversely affect our consolidated results of operations, liquidity and financial condition, including our ability to service debt, comply with financial and other covenants and maintain our status as a REIT. Although management has concluded the probability of a rejection of the Master Lease to be remote, and has noted the absence of any provision in the Master Lease that contemplates renegotiation of the lease and the lack of any ability of the bankruptcy court to unilaterally reset the rent or terms of the lease, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring, including any judicial decisions in respect of claims against us by Windstream or its creditors. The Company has evaluated its ability to continue as a going concern in light of the possibility of a consensual renegotiation of the Master Lease, and the impact of any renegotiated lease on our compliance with our debt covenants. We note that our Credit Agreement prohibits the Company from amending the Master Lease in a manner that, among other provisions, pro forma for any such amendment, would result in a consolidated secured leverage ratio that exceeds 5.0 to 1.0. Furthermore, management has no intention to enter into a lease amendment that would violate our debt covenants. However, there can be no certainty as to the outcome of judicial decisions or Windstream’s decision to assume or reject the Master Lease, and uncertainties exist as to the outcome or impacts of any potential consensual renegotiation of the Master Lease. Therefore, substantial doubt exists about our ability to continue as a going concern within one year after the issuance of the financial statements. The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Concentration of Credit Risks Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. Straight-Line Revenue Receivable Leases Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 10 . In connection with the offering of the Exchangeable Notes, Uniti Fiber entered into exchangeable note hedge transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers (as defined in Note 10) or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $16.42 per share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge Transactions and the Warrants meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Notes Hedge T ransactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ equity. See Note 8 . Reclassifications Transaction Related and Other Costs Recently Issued Accounting Standards Leases e account for leases in accordance with ASC 842. The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method, or as a single lease cost recognized on a straight-line basis over the term of the lease, respectively. A lessee is also required to record an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The accounting for lessors remains largely unchanged. Leases with a term of 12 months or less will be accounted for consistent with existing guidance for operating leases today. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (ii) the customer has the right to control the use of the identified asset. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Condensed Consolidated Statements of Income. From time to time we enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception. ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term. Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. i. ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ii. The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. iii. Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Condensed Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, ASC Topic 842 has been applied to all combined components. We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, Lease s (Topic 842): Target Improvements , which provides an alternative modified retrospective transition method. As a result, we were not required to adjust our comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. January 1, 2019). We have elected to adopt the package of transition practical expedients and, therefore, have not reassessed ( i ) whether existing or expired contracts contain a lease, ( ii ) lease classification for existing or expired leases or ( iii ) the accounting for initial direct costs that were previously capitalized. We elect ed the practical expedient to use hindsight for leases existing at the adoption date. Further, we elected to adopt the amendments in ASU 2018-01 , Land Easement Practical Expedient for Transition to Topic 842 , which permits an entity to elect an optional transaction practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of ASC 842 and that were not previously accounted for as leases under ASC 840 , Leases (“ASC 840”) . In connection with the adoption of ASC 842, we have recorded an adjustment to equity of $63.2 million, net of tax for the cumulative effect from a change in accounting standard. Of this amount, $61.5 million related to the write-off of the Master Lease straight-line revenue receivable, and $1.7 million relates to the establishment of the ROU assets and lease liabilities. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 3. Revenues The following is a description of principal activities, separated by reportable segments ( see Note 12 ), from which the Company generates its revenues. Leasing Leasing revenue represents the results from our leasing business, 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. Due to the nature of these activities, they are outside the scope of the guidance of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ See Note 4 . Fiber Infrastructure The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides (i) consumer, enterprise, wholesale and backhaul lit fiber, (ii) E-rate, (iii) small cell, (iv) construction services, (v) dark fiber and (vi) other revenue generating activities. i. Consumer, enterprise, wholesale, and backhaul lit fiber fall under the guidance of Topic 606. Revenue is recognized over the life of the contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. ii. E-rate contracts involve providing lit fiber services to schools and libraries, and is governed by Topic 606. Revenue is recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. iii. Small cell contracts provide improved network connection to areas that may not require or accommodate a tower. Small cell arrangements typically contain five streams of revenue: site development, radio frequency (“RF”) design, dark fiber lease, construction services, and maintenance services. Site development, RF design and construction are each separate services and are considered distinct performance obligations under Topic 606. Dark fiber and associated maintenance services constitute a lease, and as such, they are outside the scope of Topic 606 and are governed by other applicable guidance. iv. Construction revenue is generated from contracts to provide various construction services such as equipment installation or the laying of fiber. Construction revenue is recognized over time as construction activities occur as we are either enhancing a customer’s owned asset or constructing an asset with no alternative use to us and we would be entitled to our costs plus a reasonable profit margin if the contract was terminated early by the customer. We are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. v. Dark fiber arrangements represent operating leases under ASC 842 and are outside the scope of Topic 606. When (a) a customer makes an advance payment or (b) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise. vi. The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation. Towers The Towers segment represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate, which we then lease to our customers in the United States. Revenue from our towers business qualifies as a lease under ASC 842, and ASC 840 for periods prior to January 1, 2019, and is outside the scope of Topic 606. Consumer CLEC The Consumer CLEC segment represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which provides local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers are billed monthly for services rendered based on actual usage or contracted amounts. The transaction price is equal to the monthly-recurring charge multiplied by the initial contract term (typically 12 months), plus any non-recurring or variable charges. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2019 2018 2019 2018 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 31,449 $ 32,920 $ 97,055 $ 99,740 Enterprise and wholesale 21,591 16,052 57,561 47,032 E-Rate and government 18,879 16,463 63,407 44,850 Other 475 887 2,158 2,755 Fiber Infrastructure $ 72,394 $ 66,322 $ 220,181 $ 194,377 Consumer CLEC 2,729 3,365 8,663 10,752 Total revenue from contracts with customers 75,123 69,687 228,844 205,129 Revenue accounted for under other applicable guidance 188,506 182,949 560,230 541,751 Total revenue $ 263,629 $ 252,636 $ 789,074 $ 746,880 At September 30, 2019, and December 31, 2018, lease receivables were $26.3 million and $45.5 million, respectively, and receivables from contracts with customers were $60.4 million and $57.1 million, respectively. Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of 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. During the three and nine months ended September 30, 2019, we recognized revenues of $0.8 The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2018 $ 5,540 $ 15,473 Balance at September 30, 2019 $ 11,116 $ 14,128 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of September 30, 2019, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $ 598.4 71.7 Practical Expedients and Exemptions We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less. We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, such amounts are not included in revenue. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 4. Leases Lessor Accounting We lease communications towers, ground, communications equipment, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from five to 20 years, most of which includes options to extend or renew the leases for five to 80 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. The components of lease income for the three and nine months ended September 30, 2019 are as follows: (Thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Lease income - operating leases $ 188,506 $ 560,230 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows: (Thousands) September 30, 2019 (1) December 31, 2018 (2) 2019 $ 177,639 $ 724,269 2020 730,486 693,596 2021 724,909 696,713 2022 727,167 699,561 2023 730,184 702,663 Thereafter 4,983,671 4,706,951 Total lease receivables $ 8,074,056 $ 8,223,753 (1) (2) The underlying assets under operating leases where we are the lessor as of September (Thousands) September 30, 2019 Land $ 27,392 Building and improvements 340,995 Real property interest - Poles 257,116 Fiber 2,801,312 Equipment 345 Copper 3,774,931 Conduit 89,770 Tower assets 146,401 Capital lease assets 32,660 Other assets 10,262 7,481,184 Less: accumulated depreciation (4,965,928 ) Underlying assets under operating leases, net $ 2,515,256 Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2019 is summarized as follows: (Thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Depreciation expense for underlying assets under operating leases $ 73,606 $ 224,973 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation and dark fiber lease arrangements. We also have finance leases for dark fiber lease arrangements and other communications equipment. Our leases have initial lease terms ranging from less than one year to 30 years, most of which includes options to extend or renew the leases for less than one year to 85 years, and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. As of September $1.8 r colocation and dark fiber arrangements The components of lease cost for the three and nine months ended September 30, 2019 are as follows: (Thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost Amortization of ROU assets $ 1,283 $ 3,179 Interest on lease liabilities 1,571 3,192 Total finance lease cost 2,854 6,371 Operating lease cost 6,024 19,278 Short-term lease cost 522 1,451 Variable lease cost 47 304 Less sublease income (2,479 ) (7,857 ) Total lease cost $ 6,968 $ 19,547 Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of September (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2019 Operating leases ROU asset, net Other assets, net $ 112,579 ROU liability Accounts payable, accrued expenses and other liabilities, net 112,365 Finance leases ROU asset, gross Property, plant and equipment, net $ 129,712 ROU liability Finance lease obligations 55,225 Weighted-average remaining lease term Operating leases 10.4 years Finance leases 14.0 years Weighted-average discount rate Operating leases 9.8 % Finance leases 8.0 % Other information related to leases as of September (Thousands) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 3,192 Operating cash flows from operating leases 20,519 Financing cash flows from finance leases 3,179 Non-cash items: New operating leases $ 23,706 New finance leases 3,240 Future lease payments under non-cancellable leases as of September (Thousands) Operating Leases Finance Leases 2019 $ 6,258 $ 2,099 2020 24,159 7,598 2021 22,135 6,839 2022 19,650 6,708 2023 17,462 6,689 Thereafter 99,334 58,162 Total undiscounted lease payments $ 188,998 $ 88,095 Less: imputed interest (76,633 ) (32,870 ) Total lease liabilities $ 112,365 $ 55,225 Future minimum rental payments under non-cancellable operating leases as of December 31, 2018 (1) (Thousands) 2019 $ 10,585 2020 7,543 2021 4,815 2022 3,186 2023 2,382 Thereafter 15,269 Total $ 43,780 (1) Future minimum rental payments under capital leases in effect as of December 31, 2018 (1) (Thousands) 2019 $ 8,683 2020 7,357 2021 6,638 2022 6,484 2023 6,457 Thereafter 52,533 Total minimum payments 88,152 Less amount representing interest (32,870 ) Total $ 55,282 (1) Future sublease rentals as of September 30, 2019 are as follows: (Thousands) Sublease Rentals 2019 $ 2,970 2020 9,431 2021 9,461 2022 9,493 2023 9,570 Thereafter 98,640 Total $ 139,565 |
Business Combinations, Asset Ac
Business Combinations, Asset Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations, Asset Acquisitions and Dispositions | Note 5. Business Combinations, Asset Acquisitions and Dispositions 2019 Transactions Bluebird Network, LLC On August 30, 2019, the Company closed on its operating company/property company (“OpCo-PropCo”) transaction with Macquarie Infrastructure Partners (“MIP”) to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets division of Macquarie Group. Bluebird’s network consists of approximately 178,000 fiber strand miles in the Midwest across Missouri, Kansas, Illinois and Oklahoma. In the transaction, Uniti purchased the Bluebird fiber network and MIP purchased the Bluebird operations. In addition, Uniti sold Uniti Fiber’s Midwest operations to MIP, while Uniti retains its existing Midwest fiber network. Uniti acquired the fiber network of Bluebird for $319 million, of which $175 million was funded by Uniti in cash and $144 million from pre-paid rent received from MIP at closing. The pre-paid rent is recorded within Deferred Revenue on our Condensed Consolidated Balance Sheet. In connection with the sale of the Company’s Midwest operations, we received total upfront cash of approximately $37 million, including related pre-paid rent received from MIP at closing. Concurrently with the closing of these transactions, Uniti has leased the Bluebird fiber network and its Midwest fiber network on a combined basis to MIP, under a long-term triple net lease. The lease is reported within the results of our Leasing segment. The Midwest operations that was sold to MIP was previously reported in our Fiber Infrastructure segment. The acquisition of the Bluebird network was accounted for as an asset acquisition. The following is a summary of the estimated fair values of the assets acquired: (thousands) Property, plant and equipment $ 141,583 Right of use asset 5,851 Intangible asset, net 171,556 Total purchase consideration $ 318,990 The right of use assets are recorded within Other Assets, net on our Condensed Consolidated Balance Sheets. Of the $171.6 million of intangible assets acquired, $128.1 million is related to rights of way with an indefinite life, while $43.5 million is related to leasehold interests and have a life of 25 years. Upon the sale of our Midwest operations, we recognized an approximately $2.2 million net loss, which is recorded within Other (Income) Expense on the Condensed Consolidated Statements of Income. This loss included the allocation of approximately $2.2 million of goodwill. See Note 9. Sale of Ground Lease Portfolio On May 23, 2019, the Company completed the sale of substantially all of its U.S. ground lease business. During second quarter, we received cash consideration of $30.7 million resulting in a pre-tax gain of $5.0 million. We sold an additional ground lease during the third quarter, receiving cash consideration of $2.9 million. Sale of Latin American Tower Portfolio On April 2, 2019, the Company completed the sale of the Uniti Towers’ Latin America business (“LATAM”) to an entity controlled by Phoenix Towers International for cash consideration of $101.6 million resulting in a pre-tax gain of $23.8 million. JKM Consulting Inc. (M 2 On March 25, 2019, we acquired 100% of the outstanding equity of JKM Consulting Inc. d/b/a M 2 2 M 2 See Note 12 . For federal income tax purposes, the transaction was treated as a taxable acquisition. Thus, all of the goodwill is expected to be deductible for tax purposes. The financial results of M 2 material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented . 2018 Transactions Information Transport Solutions, Inc. On October 19, 2018, we acquired 100% of the outstanding equity of Information Transport Solutions, Inc. (“ITS”) for cash consideration of $58.3 million. ITS is a full-service managed services provider of technology solutions, primarily to educational institutions in Alabama and Florida. This acquisition expands Uniti Fiber’s product offerings and strengthens relationships with new and existing E-Rate customers. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. See Note 12 . During the first quarter of 2019, certain contractual working capital adjustments resulted in a $1.3 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 $ 4,270 Cash and cash equivalents 5,931 Accounts receivable 3,909 Other assets 7,238 Goodwill 9,941 Intangible assets 30,254 Accounts payable, accrued expenses and other liabilities (2,645 ) Deferred revenue (567 ) Total purchase consideration $ 58,331 The goodwill arising from the transaction is primarily attributable to strategic opportunities that arose from the acquisition of ITS, including strengthening relationships with new and existing E-Rate customers and anticipated incremental sales and cost savings. For federal income tax purposes, the transaction was treated as a taxable acquisition. Thus, all of the goodwill is expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $30.3 million (14 year life). The Company determined the useful life for the customer relationship by applying an income approach (using the multi-period excess earnings method with a discount rate commensurate to the risk of the asset) and resulted from two key considerations: attrition rate and cumulative present value of cash flows, including assessing the period over which the asset is expected to contribute to the Company’s future cash flows. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6. 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; and Level 3 – Unobservable inputs for the asset or liability. Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative asset and liability, our outstanding notes and other debt, contingent consideration and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at September 30, 2019 and December 31, 2018: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At September 30, 2019 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,998,748 $ - $ 1,998,748 $ - Senior secured notes - 6.00%, due April 15, 2023 532,125 - 532,125 - Senior unsecured notes - 8.25%, due October 15, 2023 999,000 - 999,000 - Senior unsecured notes - 7.125%, due December 15, 2024 520,500 - 520,500 - Exchangeable senior notes - 4.00%, due June 15, 2024 303,169 - 303,169 - Senior secured revolving credit facility, variable rate, due April 24, 2022 574,961 - 574,961 - Derivative liability 27,761 27,761 Contingent consideration 11,440 - - 11,440 Total $ 4,967,704 $ - $ 4,956,264 $ 11,440 (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, 2018 Assets Derivative asset $ 31,043 $ - $ 31,043 $ - Total $ 31,043 $ - $ 31,043 $ - Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,877,303 $ - $ 1,877,303 $ - Senior secured notes - 6.00%, due April 15, 2023 504,625 - 504,625 - Senior unsecured notes - 8.25%, due October 15, 2023 965,700 - 965,700 - Senior unsecured notes - 7.125%, due December 15, 2024 496,500 - 496,500 - Senior secured revolving credit facility, variable rate, due April 24, 2020 639,936 - 639,936 - Contingent consideration 83,401 - - 83,401 Total $ 4,567,465 $ - $ 4,484,064 $ 83,401 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 outstanding notes and other debt was $5.23 billion at September 30, 2019, with a fair value of $4.97 billion. The estimated fair value of our outstanding 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 assets and liabilities are carried at fair value. See Note 8 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 assets and liabilities valuation in Level 2 of the fair value hierarchy . Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes ( see Note 10 ) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information, quoted market prices, and current market rates for similar convertible debt instruments. The merger agreement related to the July 3, 2017 acquisition of Hunt Telecommunications, LLC (“Hunt”) contained a contingent consideration arrangement (the “Hunt Contingent Consideration”) Hunt Contingent Consideration , we settled the Hunt Contingent Consideration in full satisfaction of the obligation through the issuance of 645,385 common shares having a fair value of $11.2 million. We acquired Tower Cloud, Inc. (“Tower Cloud”) on August 31, 2016. As part of the Tower Cloud acquisition, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones. At the Company’s discretion, a combination of cash and Uniti common shares may be used to satisfy the contingent consideration payments, provided that at least 50% of the aggregate amount of payments is satisfied in cash. 30, 2019 30, 2019 Changes in the fair value of contingent consideration arrangements are recorded in our Condensed Consolidated Statement of Income in the period in which the change occurs. For the three and nine months ended September 30, 2019 The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2018 Transfers into Level 3 (Gain)/Loss included in earnings Settlements September 30, 2019 Contingent consideration $ 83,401 $ - $ (28,530 ) $ (43,431 ) $ 11,440 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 7. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives September 30, 2019 December 31, 2018 Land Indefinite $ 28,287 $ 29,304 Building and improvements 3 - 40 years 354,726 340,238 Real property interests (1 ) 3,285 34,878 Poles 30 years 257,116 248,989 Fiber 30 years 3,364,288 3,005,304 Equipment 5 - 7 years 280,781 256,838 Copper 20 years 3,774,931 3,721,649 Conduit 30 years 89,770 89,692 Tower assets 20 years 148,034 120,073 Capital lease assets (1 ) 129,712 123,017 Other assets 15 - 20 years 12,303 11,524 Corporate assets 3 - 7 years 5,014 4,214 Construction in progress (1 ) 111,115 137,585 8,559,362 8,123,305 Less accumulated depreciation (5,188,211 ) (4,914,299 ) Net property, plant and equipment $ 3,371,151 $ 3,209,006 (1) See our Annual Report for property, plant and equipment accounting policies. Depreciation expense for the three and nine months ended September 30, 2019 September 30, 2018 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 8. 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 fixed for floating 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 $2.05 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 Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2019 December 31, 2018 Interest rate swaps Derivative asset $ - $ 31,043 Interest rate swaps Derivative liability $ 27,761 $ - As of September For the three and nine months ended September 30, 2019, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $7.9 million and $54.0 million, respectively. For the three and nine months ended September 30, 2018, the amount recorded in other comprehensive income related to the unrealized gain on derivative instruments was $7.6 million and $54.0 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2019, was a benefit of $0.7 million and $4.7 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income for the three and nine months ended September 30 , 201 8 , was $ million and $ million , respectively . For the three and nine months ended September 30 , 2019 and 201 8 , there was no ineffective portion of the change in fair value derivatives. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, beginning October 1, 2019, we estimate that $3.0 million will be reclassified as a benefit to interest expense. Exchangeable Notes Hedge Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes ( see Note 10 ), and on June 27, 2019, concurrently with the exercise by the Initial Purchasers (as defined below) of their option to purchase additional Exchangeable Notes, Uniti Fiber, the issuer of the Exchangeable Notes, entered into the Note Hedge Transactions with certain of the Counterparties. The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of the Company’s common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions have an initial strike price that corresponds to the initial exchange price of the Exchangeable Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are intended to reduce potential dilution to the Company’s common stock upon any exchange of the Exchangeable Notes and/or offset any cash payments Uniti Fiber is required to make in excess of the principal amount of exchanged Exchangeable Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the Note Hedge Transactions, at the time of exercise is greater than the strike price of the Note Hedge Transactions. The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. Uniti Fiber used approximately $70.0 million of the net proceeds from the offering of the Exchangeable Notes to pay the cost of the Note Hedge Transactions. The Note Hedge Transactions meet certain accounting criteria under GAAP, and are recorded in additional paid-in capital on our Condensed Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. Warrant Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the exercise by the Initial Purchasers of their option to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties Warrants to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of approximately $16.42 per share. The maximum number of shares of the Company’s common stock that could be issued pursuant to the Warrants is approximately 55.5 million. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). If the market value per share of the Company’s common stock, as measured under the Warrants, at the time of exercise exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants will expire over a period beginning in September 2024. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $50.8 million from the offering and sale of the Warrants. The Warrants meet certain accounting criteria under GAAP, and are recorded in additional paid-in capital on our Condensed Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets and Liabilities | Note 9. Goodwill and Intangible Assets and Liabilities Changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2019 (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2018 $ 692,385 $ 692,385 Goodwill purchase accounting adjustments - See Note 5 (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions and dispositions, net (444 ) (444 ) Goodwill at September 30, 2019 690,672 690,672 In connection with the sale of our Uniti Fiber Midwest operations to MIP in the third quarter of 2019 (See Note 5), we allocated approximately $2.2 million of goodwill to the carrying value of the business being sold. This allocation was done using the relative fair value approach as prescribed by ASC 350, Intangibles – Goodwill and Other The carrying value of the intangible assets is as follows: (Thousands) September 30, 2019 December 31, 2018 Original Cost Cumulative Translation Adjustment Accumulated Amortization Original Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Rights of Way 128,027 - - - - - Finite life intangible assets: Customer lists 450,597 - (87,500 ) 451,997 - (69,393 ) Leasehold Interest 43,530 - - - - - Tenant contracts (3) - - - 37,386 411 (3,293 ) Network (1)(3) - - - 13,541 144 (1,192 ) Acquired below-market leases (3) - - - 1,509 - (289 ) Total intangible assets $ 624,154 506,988 Less: Accumulated amortization (87,500 ) (74,167 ) Total intangible assets, net $ 536,654 $ 432,821 Finite life intangible liabilities: Acquired above-market leases (3) $ - $ - $ - $ 3,440 $ (182 ) $ (624 ) Total intangible liabilities - 3,258 Less: Accumulated amortization - (624 ) Total intangible liabilities, net (2) $ - $ 2,634 (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. (3) Uniti Towers’ Latin American intangible assets were sold on April 2, 2019. See Note 5 As of September September 30, 2019 w September 30, 2018 w Amortization expense is estimated to be $26.0 million for the full year of 2019, $25.5 million in 2020, $24.7 million in 2021, $24.6 million in 2022, and $24.6 million for 2023. |
Notes and Other Debt
Notes and Other Debt | 9 Months Ended |
Sep. 30, 2019 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 10. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) September 30, 2019 December 31, 2018 Principal amount $ 5,230,017 $ 4,965,808 Less unamortized discount, premium and debt issuance costs (219,730 ) (119,575 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 5,010,287 $ 4,846,233 Notes and other debt at September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 December 31, 2018 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.45%) $ 2,049,998 (80,528 ) $ 2,065,808 $ (70,337 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (6,013 ) 550,000 (7,116 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (30,383 ) 1,110,000 (34,900 ) Senior unsecured notes - 7.125% due December 15, 2024 600,000 (6,540 ) 600,000 (7,222 ) Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%) 345,000 (88,957 ) - - Senior secured revolving credit facility, variable rate, due April 24, 2022 575,019 (7,310 ) 640,000 - Total $ 5,230,017 $ (219,730 ) $ 4,965,808 $ (119,575 ) At September 30, 2019, notes and other debt included the following: (i) $2.05 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”); (iv) $600 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”); (v) $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes”) and (vi) $575 million under the senior secured revolving credit facility, variable rate, that matures April 24, 2022 pursuant to the Credit Agreement (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). 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 bear interest at a rate equal to LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.00% 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 initially b ore 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 subject to changes resulting from the Fifth Amendment discussed below . 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, if such debt is secured, 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 September 30, 2019 On March 18, 2019, we received a limited waiver from our lenders under our Credit Agreement, waiving an event of default related solely to the receipt of a going concern opinion from our auditors for our 2018 audited financial statements. The limited waiver was issued in connection with the fourth amendment (the “Fourth Amendment”) to our Credit Agreement. During the pendency of Windstream’s bankruptcy, or at such earlier time when certain other conditions are specified, the Fourth Amendment generally limits our ability under the Credit Agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. The Fourth Amendment also increased the interest rate on our Term Loan Facility, which now bears a rate of LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.0%, a 200 basis point increase over our previous rate. This increase will remain in effect through the remaining term of the facility, which matures on October 24, 2022. The limited waiver would not apply to any going concern opinion we might receive from our auditors for our 2019 audited financial statements. If we conclude that we have substantial doubt as to our ability to continue as a going concern at such time, whether as a result of continued uncertainty around Windstream’s future and the status of our Master Lease or otherwise, we would be in default under our Credit Agreement absent a new waiver or consent. We can provide no assurances as to whether we would be able to obtain a waiver or the terms thereof. A termination of the Master Lease would result in an “event of default” under the Credit Agreement if a replacement lease was not entered into within ninety (90) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00. On June 24, 2019, we entered into an amendment (the “Fifth Amendment”) to our Credit Agreement to extend the maturity date of $575.9 million of commitments under the Revolving Credit Facility to April 24, 2022 and to pay down approximately $101.6 million of outstanding revolving loans and terminate the related commitments. The maturity date of approximately $72.4 million of other commitments was not extended. On June 28, 2019, the Company repaid approximately $174.0 million in total borrowings, which consisted of the $101.6 million required repayment pursuant to the Fifth Amendment and $72.4 million of non-extended borrowings, thereby terminating the non-extended commitments. As a result, all remaining $575.9 million of commitments will terminate on April 24, 2022, at which time all outstanding borrowings must be repaid. The Company used a portion of the net proceeds from the offering of Exchangeable Notes described below to fund the repayments. The Fifth Amendment increased the applicable margin for base rate loans under the Revolving Credit Facility to a range of 2.75% to 3.25% and for Eurodollar rate loans under the Revolving Credit Facility to a range of 3.75% to 4.25%, calculated in a customary manner and determined based on our consolidated secured leverage ratio. 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 subsidiaries , of which $400 million was originally issued on December 15, 2016 at an issue price of Effective July 8, 2019, Deutsche Bank Trust Company Americas succeeded as trustee and collateral agent, as applicable, to the Notes pursuant to a Tri-Party Agreement dated as of June 26, 2019 among Deutsche Bank Trust Company, Wells Fargo Bank, N.A. and the co-issuers of the Notes. The Exchangeable Notes On June 28, 2019, Uniti Fiber, a subsidiary of the Company, issued $345 million aggregate principal amount of the Exchangeable Notes. The Exchangeable Notes are senior unsecured notes and are guaranteed by the Company and each of the Company’s subsidiaries (other than Uniti Fiber) that is an issuer, obligor or guarantor under the Company’s Notes. The Exchangeable Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The Exchangeable Notes are exchangeable into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber’s election, subject to limitations under the Company's Credit Agreement. The Exchangeable Notes will mature on June 15, 2024, unless earlier exchanged, redeemed or repurchased. Uniti Fiber issued the Exchangeable Notes pursuant to an indenture, dated as of June 28, 2019 (the “Indenture”), among Uniti Fiber, the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Prior to the close of business on the business day immediately preceding March 15, 2024, the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods described in the Indenture, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the Indenture into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber’s election, subject to limitations under the Company's Credit Agreement. The exchange rate is initially 80.4602 shares of the Company’s common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $12.43 per share of the Company’s common stock). The exchange rate is subject to adjustment in some circumstances as described in the Indenture. In addition, following certain corporate events that occur prior to the maturity date or Uniti Fiber’s delivery of a notice of redemption, Uniti Fiber will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such corporate event or notice of redemption, as the case may be. If Uniti Fiber or the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require Uniti Fiber to repurchase for cash all or part of their Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. Uniti Fiber may redeem all or a portion of the Notes, at any time, at a cash redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, if the Company’s board of directors determines such redemption is necessary to preserve the Company's status as a real estate investment trust for U.S. federal income tax purposes. may not otherwise redeem the Notes prior to June 20, 2022. On or after June 20, 2022 and prior to the 42nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of the Company’s common stock has been at least 130% of the exchange price for the Notes for certain specified periods, may redeem all or a portion of the Notes at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date On June 28, 2019, Uniti Fiber, the Company and Barclays Capital Inc., on behalf of the initial purchasers involved in the offering of the Exchangeable Notes (the “Initial Purchasers”), entered into a registration rights agreement with respect to the Company’s common stock deliverable upon exchange of the Exchangeable Notes (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company has agreed to file a shelf registration statement to register the resale of the common stock of the Company deliverable upon exchange of the Exchangeable Notes. The Company has agreed to use its commercially reasonable efforts to cause such shelf registration statement to become effective on or prior to the 365th day after the issue date of the Exchangeable Notes. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Exchangeable Notes and the fair value of the liability component of the Exchangeable Notes. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. Debt issuance costs related to the Exchangeable Notes were comprised of commissions payable to the Initial Purchasers of $10.4 million and third-party costs of approximately $1.4 million. In accounting for the debt issuance costs related to the issuance of the Exchangeable Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Exchangeable Notes balance on our Condensed Consolidated Balance Sheets. These costs are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes. Debt issuance costs of $2.9 million attributable to the equity component are netted with the equity component in stockholders’ equity, which netted to $80.8 million. 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 Condensed Consolidated Statements of In September 30, 2019, September 30, 2018, |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11. Earnings Per Share Our time-based 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 have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3% Convertible Preferred Stock, $0.0001 par value (“Series A Shares”), issued in connection with the May 2, 2016 acquisition of PEG Bandwidth, LLC, was calculated using the net share settlement method, whereby the redemption value of the instrument is assumed to be settled in cash and only the conversion premium, if any, is assumed to be settled in shares. The Series A Shares provided Uniti the option to settle the instrument in cash or shares . During the second quarter of 2019, the Company received notice from the holder of the Series A Shares of its election to convert all its shares, and the Company made an election to issue shares upon conversion , which occurred on July 2, 2019. As a result, the earnings-per-share impact for the three and nine months ended September 30, 2019, is calculated based on the shares outstanding from the issuance date through September 30, 2019. The dilutive effect of the Exchangeable Notes ( see Note 10 ) is calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the Warrants ( see Note 8 ) is calculated using the treasury-stock method. During the three and nine months ended September The July 3, 2017 merger agreement for our acquisition of Hunt provided for the issuance of additional common shares upon the achievement of certain defined revenue milestones. See Note 6 . On January 4, 2019, we settled the Hunt Contingent Consideration in full satisfaction of the obligation through the issuance of 645,385 common shares having a fair value of $11.2 million. The following sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2019 2018 2019 2018 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (19,420 ) $ 4,131 $ 21,739 $ 1,838 Less: Income allocated to participating securities (50 ) (395 ) (301 ) (1,264 ) Income allocated to participating securities on share settled contingent consideration arrangements - (260 ) - (728 ) Dividends declared on convertible preferred stock - (656 ) (656 ) (1,968 ) Amortization of discount on convertible preferred stock - (745 ) (993 ) (2,235 ) Net (loss) income attributable to common shares $ (19,470 ) $ 2,075 $ 19,789 $ (4,357 ) Denominator: Basic weighted-average common shares outstanding 191,940 175,396 185,746 175,101 Basic earnings (loss) per common share $ (0.10 ) $ 0.01 $ 0.11 $ (0.02 ) Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2019 2018 2019 2018 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (19,420 ) $ 4,131 $ 21,739 $ 1,838 Less: Income allocated to participating securities (50 ) (395 ) (301 ) (1,264 ) Income allocated to participating securities on share settled contingent consideration arrangements - (260 ) - (728 ) Dividends declared on convertible preferred stock - (656 ) (656 ) (1,968 ) Amortization of discount on convertible preferred stock - (745 ) (993 ) (2,235 ) Impact on if-converted dilutive securities - - - - Net (loss) income attributable to common shares $ (19,470 ) $ 2,075 $ 19,789 $ (4,357 ) Denominator: Basic weighted-average common shares outstanding 191,940 175,396 185,746 175,101 Effect of dilutive non-participating securities - 257 - - Impact on if-converted dilutive securities - - - - Weighted-average shares for dilutive earnings per common share 191,940 175,653 185,746 175,101 Dilutive earnings (loss) per common share $ (0.10 ) $ 0.01 $ 0.11 $ (0.02 ) For the three and nine months ended September September potential common shares related to Hunt Contingent Consideration were excluded from the computation of diluted earnings per share, as their effect would have been anti-dilutive. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. Segment Information Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as four reportable segments in addition to our corporate operations, which include: Leasing : Represents the results from our leasing business, 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 and lease space on communications towers to wireless service providers and other tenants in the United States . O n April 2, 2019, the Company completed the sale of LATAM and no longer has on-going operations in Latin America. On May 23, 2019, the Company completed the sale of substantially all of its ground lease business located across the United States. See Note 5 . Consumer CLEC : Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which 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. We have commenced a wind down of our Consumer CLEC business, which we estimate will be completed during the second quarter of 2020. 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 we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the impact, which may be recurring in nature, of transaction and integration related expenses, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, changes in the fair value of contingent consideration and financial instruments, and other similar items. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however, we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP. Selected financial data related to our segments is presented below for the three and nine months ended September Three Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 179,648 $ 77,979 $ 3,273 $ 2,729 $ - $ 263,629 Adjusted EBITDA $ 178,095 $ 30,536 $ (417 ) $ 465 $ (6,021 ) $ 202,658 Less: Interest expense 104,655 Depreciation and amortization 70,227 28,652 1,643 594 50 101,166 Other expense, net 540 Transaction related and other costs 15,179 Gain on sale of real estate (131 ) - (74 ) - - (205 ) Stock-based compensation 2,845 Income tax benefit (1,745 ) Net loss $ (19,777 ) Three Months Ended September 30, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 174,822 $ 70,130 $ 4,319 3,365 $ - $ 252,636 Adjusted EBITDA $ 174,123 $ 28,480 $ 1,213 $ 765 $ (5,421 ) $ 199,160 Less: Interest expense 80,406 Depreciation and amortization 83,857 26,605 1,734 498 54 112,748 Other income, net (1,038 ) Transaction related and other costs 2,323 Stock-based compensation 1,963 Income tax benefit (1,466 ) Net income $ 4,224 Nine Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 532,773 $ 236,139 $ 11,499 $ 8,663 $ - $ 789,074 Adjusted EBITDA $ 528,727 $ 97,572 $ (134 ) $ 1,676 $ (18,044 ) $ 609,797 Less: Interest expense 286,842 Depreciation and amortization 216,254 85,405 4,470 1,286 156 307,571 Other income, net (24,848 ) Transaction related and other costs 28,883 Gain on sale of real estate (5,091 ) - (23,904 ) - - (28,995 ) Stock-based compensation 7,930 Income tax expense 10,152 Net income $ 22,262 Nine Months Ended September 30, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 521,481 $ 204,486 $ 10,161 $ 10,752 $ - $ 746,880 Adjusted EBITDA $ 519,848 $ 87,080 $ (417 ) $ 2,606 $ (16,245 ) $ 592,872 Less: Interest expense 237,398 Depreciation and amortization 257,055 78,754 4,786 1,495 221 342,311 Other income, net (1,574 ) Transaction related and other costs 12,025 Stock-based compensation 6,058 Income tax benefit (5,208 ) Net income $ 1,862 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. 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. Pursuant to the Separation and Distribution Agreement entered into with Windstream in connection with the Spin-Off, 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 to us by Windstream. If Windstream assumes the Separation and Distribution Agreement and/or the Master Lease in bankruptcy, it would be obligated to honor all indemnification claims arising under such agreement. If the Separation and Distribution Agreement and or the Master Lease are rejected in Windstream’s bankruptcy, any claims on the applicable indemnity would be treated as unsecured claims, and, if that were to occur, there can be no assurance we would receive any related indemnification payments from Windstream in connection with the applicable indemnity claims. On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services, LLC filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York against the Company and certain of its affiliates, alleging¸ among other things, that the Master Lease should be recharacterized as a financing arrangement, that the Master Lease is a lease of personal property, and that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent transfers. If the Master Lease is recharacterized as a financing arrangement, Windstream would be deemed the true owner of the property subject to the Master Lease, and Uniti would be treated as a creditor of Windstream rather than as a landlord, which could significantly affect current payments to us under the Master Lease, the ultimate treatment of our claims (including potentially through changing our status to that of a creditor that would share in creditor recoveries from the estate rather than receive rent payments) and our status as a REIT. If the Master Lease is determined to be a lease of personal property, the deadline for Windstream Holdings to assume or reject the Master Lease would be the confirmation of its plan by the bankruptcy court, and Windstream may seek from the bankruptcy court relief from its current performance obligations during the bankruptcy case. If the constructive fraudulent transfer claim is successful, Uniti may be required to repay Windstream the amount of rent payments and tenant capital improvements since at least the third quarter of 2017. In parallel with this filing, Windstream Holdings also filed a motion to stay the deadline under which Windstream must assume or reject the Master Lease pending the resolution of issues raised in the complaint. A mediation of these claims is ongoing in Windstream’s bankruptcy. In connection with the mediation, Uniti has agreed to an extension of the assumption deadline for the Master Lease to December 7, 2019. In exchange, Windstream has provided certain assurances regarding the continued payment of rent pursuant to the Master Lease during the extension period and following the expiration of the extension period, Windstream will continue to make payments under the Master Lease as they come due, unless and until Windstream obtains an order from the bankruptcy court permitting cessation of such payments. We believe that it is unlikely that a court will determine that the Master Lease should be recharacterized as a financing transaction, that the Master Lease is a lease of personal property, or that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent transfers. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, have not yet determined what effect these claims will have, if any, on our financial position or results of operations. As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. However, i t is difficult to predict what could occur in Windstream’s bankruptcy restructuring, including any judicial decisions in respect of claims against us by Windstream or its creditors. Any adverse determination or judicial decision could have a material adverse effect on our business, financial position or results of operations. On July 3, 2019, SLF Holdings, LLC (“SLF”) filed a complaint against the Company, Uniti Fiber, and certain current and former officers of the Company (collectively, the “Defendants”) in the United States District Court for the Southern District of Alabama, in connection with Uniti Fiber’s purchase of Southern Light, LLC from SLF in July 2017. The complaint asserts claims for fraud and conspiracy, as well as claims under federal and Alabama securities laws, alleging that Defendants improperly failed to disclose to SLF the risk that the 2015 Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream. SLF seeks compensatory and punitive damages, as well as reformation of the purchase agreement for the sale. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations. On September 26, 2019, the case was transferred to United States District Court for the District of Delaware . As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. On October 25, 2019, Ibrahim E. Safadi filed a putative class action in the U.S. District Court for the Eastern District of Arkansas against the Company and certain of our officers alleging violations of federal securities laws. The putative class action seeks to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The lawsuit asserts violations under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, alleging that the Company made materially false and misleading statements by allegedly failing to disclose that the Spin-Off and entry in the Master Lease violated certain debt covenants of Windstream. The lawsuit seeks class certification, unspecified monetary damages, costs and attorneys’ fees and other relief. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations. As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. Under the terms of the tax matters agreement entered into on April 24, 2015 by the Company, Windstream Services, LLC and Windstream (the “Tax Matters Agreement”), in connection with the Spin-Off, 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 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2019 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 14. Accumulated Other Comprehensive (Loss) Income Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2019 2018 2019 2018 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period attributable to common shareholders $ (18,960 ) $ 55,074 $ 30,042 $ 6,351 Other comprehensive (loss) income before reclassifications (7,906 ) 7,651 (53,989 ) 53,968 Amounts reclassified from accumulated other comprehensive income (739 ) 93 (4,705 ) 3,649 Balance at end of period (27,605 ) 62,818 (28,652 ) 63,968 Less: Other comprehensive (loss) income attributable to noncontrolling interest (153 ) 179 (1,200 ) 1,329 Balance at end of period attributable to common shareholders (27,452 ) 62,639 (27,452 ) 62,639 Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders - 1,163 63 1,470 Translation adjustments - 2,547 - 2,233 Amounts reclassified from accumulated other comprehensive income - - (63 ) - Balance at end of period - 3,710 - 3,703 Less: Other comprehensive income attributable to noncontrolling interest - 58 - 51 Balance at end of period attributable to common shareholders - 3,652 - 3,652 Accumulated other comprehensive income at end of period $ (27,452 ) $ 66,291 $ (27,452 ) $ 66,291 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 15. Capital Stock Until June 15, 2019, we had an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time. Under the Registration Statement, we established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock having an aggregate offering price of up to $250.0 million. As of September 30, 2019, the Company has issued and sold an aggregate of 6.7 million shares of common stock at a weighted average price of $19.92 per share under the ATM Program, receiving net proceeds of $131.2 million, after commissions of $1.7 million and other offering costs. The ATM Program is currently suspended following the June 15, 2019 expiration of the Registration Statement. On July 2, 2019, the Company issued 8,677,163 shares of its commons stock in connection with the conversion by PEG Bandwidth Holdings, LLC of 87,500 shares of the Series A Shares. The Company issued common stock with a total value of $87.5 million, with the total number of shares calculated based on the five-day volume weighted average price of its common stock ending on June 27, 2019. Upon conversion, all outstanding Series A Shares were cancelled and no longer remain outstanding. The issuance by the Company of the common stock was made in reliance upon the exception from registration requirements pursuant to Section 3(a)(9) of the Securities Act. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern — Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) We are party to a master lease agreement (the “Master Lease”) with Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), from which 68.2% of our revenue for the year ended December 31, 2018 was derived. Windstream was involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities related to our spin-off from Windstream (the “Spin-Off”). Windstream challenged the matter in federal court and a trial was held in July 2018. On February 15, 2019, the federal court judge issued a ruling against Windstream, finding that Windstream’s attempts to waive such default were not valid, that an “event of default” occurred with respect to such debt securities, and that the holder’s acceleration of such debt in December 2017 was effective. In response to the adverse outcome, on February 25, 2019, Windstream filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In bankruptcy, Windstream has the option to assume or reject the Master Lease. Because the Master Lease is a single indivisible Master Lease with a single rent payment, it must be assumed or rejected in whole and cannot be sub-divided by facility or market absent Uniti’s consent. A significant amount of Windstream’s revenue is generated from the use of our network included in the Master Lease, and we believe that the Master Lease is essential to Windstream’s operations. Furthermore, Windstream is designated as a “carrier of last resort” in certain markets where it utilizes the Master Lease to provide service to its customers, and Windstream would require approval from the Public Utility Commissions and the Federal Communications Commission to cease providing service in those markets. As a result, we believe the probability of Windstream rejecting the Master Lease in bankruptcy to be remote. Windstream has filed claims against us alleging, among other things: that the Master Lease should be recharacterized as a financing transaction, which would impact its treatment in Windstream’s bankruptcy (including potentially through changing our status to that of a creditor that would share in creditor recoveries from the estate rather than receive rent payments) and which could affect our status as a REIT; that the Master Lease is a lease of personal property; and that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent The Company has considered the mitigating effects of management’s plans to alleviate the substantial doubt about the ability to continue as a going concern in the event there is a disruption in the payments due to us under the Master Lease prior to Windstream’s assumption or rejection of the lease, or in the event Windstream rejects the lease or if there is any adverse determinations in respect of Windstream’s claims. Those plans include deferring, reducing or delaying cash dividends and capital expenditures, if necessary, paying one or more dividends that are required to maintain our REIT status in shares to the extent allowed under the IRS REIT rules, curtailing acquisition activities, accessing the capital markets and identifying alternative sources of liquidity. Based on our analysis, including consideration of the timing of petitioners’ requirements to make post-petition lease payments under U.S. bankruptcy law, and absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease, we believe that we have adequate liquidity to continue to fund our operations for twelve months after the issuance of the accompanying Condensed Consolidated Financial Statements absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease. If our assumptions are incorrect, we could need additional sources of liquidity to fund our cash needs and cannot assure that we will obtain them. A rejection of the Master Lease, an adverse determination by a judge on Windstream’s claims against us, or even a temporary disruption in payments to us, may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties, and could materially adversely affect our consolidated results of operations, liquidity and financial condition, including our ability to service debt, comply with financial and other covenants and maintain our status as a REIT. Although management has concluded the probability of a rejection of the Master Lease to be remote, and has noted the absence of any provision in the Master Lease that contemplates renegotiation of the lease and the lack of any ability of the bankruptcy court to unilaterally reset the rent or terms of the lease, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring, including any judicial decisions in respect of claims against us by Windstream or its creditors. The Company has evaluated its ability to continue as a going concern in light of the possibility of a consensual renegotiation of the Master Lease, and the impact of any renegotiated lease on our compliance with our debt covenants. We note that our Credit Agreement prohibits the Company from amending the Master Lease in a manner that, among other provisions, pro forma for any such amendment, would result in a consolidated secured leverage ratio that exceeds 5.0 to 1.0. Furthermore, management has no intention to enter into a lease amendment that would violate our debt covenants. However, there can be no certainty as to the outcome of judicial decisions or Windstream’s decision to assume or reject the Master Lease, and uncertainties exist as to the outcome or impacts of any potential consensual renegotiation of the Master Lease. Therefore, substantial doubt exists about our ability to continue as a going concern within one year after the issuance of the financial statements. The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Concentration of Credit Risks | Concentration of Credit Risks Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. |
Straight-Line Revenue Receivable | Straight-Line Revenue Receivable Leases |
Exchangeable Notes and Related Transactions | Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 10 . In connection with the offering of the Exchangeable Notes, Uniti Fiber entered into exchangeable note hedge transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers (as defined in Note 10) or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $16.42 per share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge Transactions and the Warrants meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Notes Hedge T ransactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ equity. See Note 8 . |
Reclassifications | Reclassifications |
Transaction Related and Other Costs | Transaction Related and Other Costs |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Leases e account for leases in accordance with ASC 842. The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method, or as a single lease cost recognized on a straight-line basis over the term of the lease, respectively. A lessee is also required to record an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The accounting for lessors remains largely unchanged. Leases with a term of 12 months or less will be accounted for consistent with existing guidance for operating leases today. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (ii) the customer has the right to control the use of the identified asset. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Condensed Consolidated Statements of Income. From time to time we enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception. ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term. Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. i. ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ii. The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. iii. Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Condensed Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, ASC Topic 842 has been applied to all combined components. We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, Lease s (Topic 842): Target Improvements , which provides an alternative modified retrospective transition method. As a result, we were not required to adjust our comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. January 1, 2019). We have elected to adopt the package of transition practical expedients and, therefore, have not reassessed ( i ) whether existing or expired contracts contain a lease, ( ii ) lease classification for existing or expired leases or ( iii ) the accounting for initial direct costs that were previously capitalized. We elect ed the practical expedient to use hindsight for leases existing at the adoption date. Further, we elected to adopt the amendments in ASU 2018-01 , Land Easement Practical Expedient for Transition to Topic 842 , which permits an entity to elect an optional transaction practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of ASC 842 and that were not previously accounted for as leases under ASC 840 , Leases (“ASC 840”) . In connection with the adoption of ASC 842, we have recorded an adjustment to equity of $63.2 million, net of tax for the cumulative effect from a change in accounting standard. Of this amount, $61.5 million related to the write-off of the Master Lease straight-line revenue receivable, and $1.7 million relates to the establishment of the ROU assets and lease liabilities. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2019 2018 2019 2018 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 31,449 $ 32,920 $ 97,055 $ 99,740 Enterprise and wholesale 21,591 16,052 57,561 47,032 E-Rate and government 18,879 16,463 63,407 44,850 Other 475 887 2,158 2,755 Fiber Infrastructure $ 72,394 $ 66,322 $ 220,181 $ 194,377 Consumer CLEC 2,729 3,365 8,663 10,752 Total revenue from contracts with customers 75,123 69,687 228,844 205,129 Revenue accounted for under other applicable guidance 188,506 182,949 560,230 541,751 Total revenue $ 263,629 $ 252,636 $ 789,074 $ 746,880 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2018 $ 5,540 $ 15,473 Balance at September 30, 2019 $ 11,116 $ 14,128 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the three and nine months ended September 30, 2019 are as follows: (Thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Lease income - operating leases $ 188,506 $ 560,230 |
Lease Payments to be Received under Non-Cancellable Operating Leases | Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows: (Thousands) September 30, 2019 (1) December 31, 2018 (2) 2019 $ 177,639 $ 724,269 2020 730,486 693,596 2021 724,909 696,713 2022 727,167 699,561 2023 730,184 702,663 Thereafter 4,983,671 4,706,951 Total lease receivables $ 8,074,056 $ 8,223,753 (1) (2) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor as of September (Thousands) September 30, 2019 Land $ 27,392 Building and improvements 340,995 Real property interest - Poles 257,116 Fiber 2,801,312 Equipment 345 Copper 3,774,931 Conduit 89,770 Tower assets 146,401 Capital lease assets 32,660 Other assets 10,262 7,481,184 Less: accumulated depreciation (4,965,928 ) Underlying assets under operating leases, net $ 2,515,256 |
Schedule of Depreciation Expense for Underlying Assets under Operating Leases | Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2019 is summarized as follows: (Thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Depreciation expense for underlying assets under operating leases $ 73,606 $ 224,973 |
Components of Lease Cost | The components of lease cost for the three and nine months ended September 30, 2019 are as follows: (Thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost Amortization of ROU assets $ 1,283 $ 3,179 Interest on lease liabilities 1,571 3,192 Total finance lease cost 2,854 6,371 Operating lease cost 6,024 19,278 Short-term lease cost 522 1,451 Variable lease cost 47 304 Less sublease income (2,479 ) (7,857 ) Total lease cost $ 6,968 $ 19,547 |
Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases | Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of September (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2019 Operating leases ROU asset, net Other assets, net $ 112,579 ROU liability Accounts payable, accrued expenses and other liabilities, net 112,365 Finance leases ROU asset, gross Property, plant and equipment, net $ 129,712 ROU liability Finance lease obligations 55,225 Weighted-average remaining lease term Operating leases 10.4 years Finance leases 14.0 years Weighted-average discount rate Operating leases 9.8 % Finance leases 8.0 % |
Schedule of Other Information Related to Leases | Other information related to leases as of September (Thousands) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 3,192 Operating cash flows from operating leases 20,519 Financing cash flows from finance leases 3,179 Non-cash items: New operating leases $ 23,706 New finance leases 3,240 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of September (Thousands) Operating Leases Finance Leases 2019 $ 6,258 $ 2,099 2020 24,159 7,598 2021 22,135 6,839 2022 19,650 6,708 2023 17,462 6,689 Thereafter 99,334 58,162 Total undiscounted lease payments $ 188,998 $ 88,095 Less: imputed interest (76,633 ) (32,870 ) Total lease liabilities $ 112,365 $ 55,225 |
Schedule of Future Minimum Rental Payments Under Non-cancellable Operating Leases | Future minimum rental payments under non-cancellable operating leases as of December 31, 2018 (1) (Thousands) 2019 $ 10,585 2020 7,543 2021 4,815 2022 3,186 2023 2,382 Thereafter 15,269 Total $ 43,780 (1) |
Schedule of Future Minimum Rental Payments Under Capital Leases | Future minimum rental payments under capital leases in effect as of December 31, 2018 (1) (Thousands) 2019 $ 8,683 2020 7,357 2021 6,638 2022 6,484 2023 6,457 Thereafter 52,533 Total minimum payments 88,152 Less amount representing interest (32,870 ) Total $ 55,282 (1) |
Future Sublease Rentals | Future sublease rentals as of September 30, 2019 are as follows: (Thousands) Sublease Rentals 2019 $ 2,970 2020 9,431 2021 9,461 2022 9,493 2023 9,570 Thereafter 98,640 Total $ 139,565 |
Business Combinations, Asset _2
Business Combinations, Asset Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Bluebird Fiber Network | |
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: (thousands) Property, plant and equipment $ 141,583 Right of use asset 5,851 Intangible asset, net 171,556 Total purchase consideration $ 318,990 |
Information Transport Solutions, 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 $ 4,270 Cash and cash equivalents 5,931 Accounts receivable 3,909 Other assets 7,238 Goodwill 9,941 Intangible assets 30,254 Accounts payable, accrued expenses and other liabilities (2,645 ) Deferred revenue (567 ) Total purchase consideration $ 58,331 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value of our financial instruments at September 30, 2019 and December 31, 2018: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At September 30, 2019 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,998,748 $ - $ 1,998,748 $ - Senior secured notes - 6.00%, due April 15, 2023 532,125 - 532,125 - Senior unsecured notes - 8.25%, due October 15, 2023 999,000 - 999,000 - Senior unsecured notes - 7.125%, due December 15, 2024 520,500 - 520,500 - Exchangeable senior notes - 4.00%, due June 15, 2024 303,169 - 303,169 - Senior secured revolving credit facility, variable rate, due April 24, 2022 574,961 - 574,961 - Derivative liability 27,761 27,761 Contingent consideration 11,440 - - 11,440 Total $ 4,967,704 $ - $ 4,956,264 $ 11,440 (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, 2018 Assets Derivative asset $ 31,043 $ - $ 31,043 $ - Total $ 31,043 $ - $ 31,043 $ - Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,877,303 $ - $ 1,877,303 $ - Senior secured notes - 6.00%, due April 15, 2023 504,625 - 504,625 - Senior unsecured notes - 8.25%, due October 15, 2023 965,700 - 965,700 - Senior unsecured notes - 7.125%, due December 15, 2024 496,500 - 496,500 - Senior secured revolving credit facility, variable rate, due April 24, 2020 639,936 - 639,936 - Contingent consideration 83,401 - - 83,401 Total $ 4,567,465 $ - $ 4,484,064 $ 83,401 |
Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2018 Transfers into Level 3 (Gain)/Loss included in earnings Settlements September 30, 2019 Contingent consideration $ 83,401 $ - $ (28,530 ) $ (43,431 ) $ 11,440 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 December 31, 2018 Land Indefinite $ 28,287 $ 29,304 Building and improvements 3 - 40 years 354,726 340,238 Real property interests (1 ) 3,285 34,878 Poles 30 years 257,116 248,989 Fiber 30 years 3,364,288 3,005,304 Equipment 5 - 7 years 280,781 256,838 Copper 20 years 3,774,931 3,721,649 Conduit 30 years 89,770 89,692 Tower assets 20 years 148,034 120,073 Capital lease assets (1 ) 129,712 123,017 Other assets 15 - 20 years 12,303 11,524 Corporate assets 3 - 7 years 5,014 4,214 Construction in progress (1 ) 111,115 137,585 8,559,362 8,123,305 Less accumulated depreciation (5,188,211 ) (4,914,299 ) Net property, plant and equipment $ 3,371,151 $ 3,209,006 (1) See our Annual Report for property, plant and equipment accounting policies. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2019 December 31, 2018 Interest rate swaps Derivative asset $ - $ 31,043 Interest rate swaps Derivative liability $ 27,761 $ - |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2019 (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2018 $ 692,385 $ 692,385 Goodwill purchase accounting adjustments - See Note 5 (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions and dispositions, net (444 ) (444 ) Goodwill at September 30, 2019 690,672 690,672 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of the intangible assets is as follows: (Thousands) September 30, 2019 December 31, 2018 Original Cost Cumulative Translation Adjustment Accumulated Amortization Original Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Rights of Way 128,027 - - - - - Finite life intangible assets: Customer lists 450,597 - (87,500 ) 451,997 - (69,393 ) Leasehold Interest 43,530 - - - - - Tenant contracts (3) - - - 37,386 411 (3,293 ) Network (1)(3) - - - 13,541 144 (1,192 ) Acquired below-market leases (3) - - - 1,509 - (289 ) Total intangible assets $ 624,154 506,988 Less: Accumulated amortization (87,500 ) (74,167 ) Total intangible assets, net $ 536,654 $ 432,821 Finite life intangible liabilities: Acquired above-market leases (3) $ - $ - $ - $ 3,440 $ (182 ) $ (624 ) Total intangible liabilities - 3,258 Less: Accumulated amortization - (624 ) Total intangible liabilities, net (2) $ - $ 2,634 (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. (3) Uniti Towers’ Latin American intangible assets were sold on April 2, 2019. See Note 5 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) September 30, 2019 December 31, 2018 Principal amount $ 5,230,017 $ 4,965,808 Less unamortized discount, premium and debt issuance costs (219,730 ) (119,575 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 5,010,287 $ 4,846,233 Notes and other debt at September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 December 31, 2018 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.45%) $ 2,049,998 (80,528 ) $ 2,065,808 $ (70,337 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (6,013 ) 550,000 (7,116 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (30,383 ) 1,110,000 (34,900 ) Senior unsecured notes - 7.125% due December 15, 2024 600,000 (6,540 ) 600,000 (7,222 ) Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%) 345,000 (88,957 ) - - Senior secured revolving credit facility, variable rate, due April 24, 2022 575,019 (7,310 ) 640,000 - Total $ 5,230,017 $ (219,730 ) $ 4,965,808 $ (119,575 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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: Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2019 2018 2019 2018 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (19,420 ) $ 4,131 $ 21,739 $ 1,838 Less: Income allocated to participating securities (50 ) (395 ) (301 ) (1,264 ) Income allocated to participating securities on share settled contingent consideration arrangements - (260 ) - (728 ) Dividends declared on convertible preferred stock - (656 ) (656 ) (1,968 ) Amortization of discount on convertible preferred stock - (745 ) (993 ) (2,235 ) Net (loss) income attributable to common shares $ (19,470 ) $ 2,075 $ 19,789 $ (4,357 ) Denominator: Basic weighted-average common shares outstanding 191,940 175,396 185,746 175,101 Basic earnings (loss) per common share $ (0.10 ) $ 0.01 $ 0.11 $ (0.02 ) Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2019 2018 2019 2018 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (19,420 ) $ 4,131 $ 21,739 $ 1,838 Less: Income allocated to participating securities (50 ) (395 ) (301 ) (1,264 ) Income allocated to participating securities on share settled contingent consideration arrangements - (260 ) - (728 ) Dividends declared on convertible preferred stock - (656 ) (656 ) (1,968 ) Amortization of discount on convertible preferred stock - (745 ) (993 ) (2,235 ) Impact on if-converted dilutive securities - - - - Net (loss) income attributable to common shares $ (19,470 ) $ 2,075 $ 19,789 $ (4,357 ) Denominator: Basic weighted-average common shares outstanding 191,940 175,396 185,746 175,101 Effect of dilutive non-participating securities - 257 - - Impact on if-converted dilutive securities - - - - Weighted-average shares for dilutive earnings per common share 191,940 175,653 185,746 175,101 Dilutive earnings (loss) per common share $ (0.10 ) $ 0.01 $ 0.11 $ (0.02 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the three and nine months ended September Three Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 179,648 $ 77,979 $ 3,273 $ 2,729 $ - $ 263,629 Adjusted EBITDA $ 178,095 $ 30,536 $ (417 ) $ 465 $ (6,021 ) $ 202,658 Less: Interest expense 104,655 Depreciation and amortization 70,227 28,652 1,643 594 50 101,166 Other expense, net 540 Transaction related and other costs 15,179 Gain on sale of real estate (131 ) - (74 ) - - (205 ) Stock-based compensation 2,845 Income tax benefit (1,745 ) Net loss $ (19,777 ) Three Months Ended September 30, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 174,822 $ 70,130 $ 4,319 3,365 $ - $ 252,636 Adjusted EBITDA $ 174,123 $ 28,480 $ 1,213 $ 765 $ (5,421 ) $ 199,160 Less: Interest expense 80,406 Depreciation and amortization 83,857 26,605 1,734 498 54 112,748 Other income, net (1,038 ) Transaction related and other costs 2,323 Stock-based compensation 1,963 Income tax benefit (1,466 ) Net income $ 4,224 Nine Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 532,773 $ 236,139 $ 11,499 $ 8,663 $ - $ 789,074 Adjusted EBITDA $ 528,727 $ 97,572 $ (134 ) $ 1,676 $ (18,044 ) $ 609,797 Less: Interest expense 286,842 Depreciation and amortization 216,254 85,405 4,470 1,286 156 307,571 Other income, net (24,848 ) Transaction related and other costs 28,883 Gain on sale of real estate (5,091 ) - (23,904 ) - - (28,995 ) Stock-based compensation 7,930 Income tax expense 10,152 Net income $ 22,262 Nine Months Ended September 30, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 521,481 $ 204,486 $ 10,161 $ 10,752 $ - $ 746,880 Adjusted EBITDA $ 519,848 $ 87,080 $ (417 ) $ 2,606 $ (16,245 ) $ 592,872 Less: Interest expense 237,398 Depreciation and amortization 257,055 78,754 4,786 1,495 221 342,311 Other income, net (1,574 ) Transaction related and other costs 12,025 Stock-based compensation 6,058 Income tax benefit (5,208 ) Net income $ 1,862 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component | Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2019 2018 2019 2018 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period attributable to common shareholders $ (18,960 ) $ 55,074 $ 30,042 $ 6,351 Other comprehensive (loss) income before reclassifications (7,906 ) 7,651 (53,989 ) 53,968 Amounts reclassified from accumulated other comprehensive income (739 ) 93 (4,705 ) 3,649 Balance at end of period (27,605 ) 62,818 (28,652 ) 63,968 Less: Other comprehensive (loss) income attributable to noncontrolling interest (153 ) 179 (1,200 ) 1,329 Balance at end of period attributable to common shareholders (27,452 ) 62,639 (27,452 ) 62,639 Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders - 1,163 63 1,470 Translation adjustments - 2,547 - 2,233 Amounts reclassified from accumulated other comprehensive income - - (63 ) - Balance at end of period - 3,710 - 3,703 Less: Other comprehensive income attributable to noncontrolling interest - 58 - 51 Balance at end of period attributable to common shareholders - 3,652 - 3,652 Accumulated other comprehensive income at end of period $ (27,452 ) $ 66,291 $ (27,452 ) $ 66,291 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2019Segment | |
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 | 98.20% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2019 | Jun. 25, 2019 | Jan. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Apr. 28, 2017 |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Consolidated secured leverage ratio | 500.00% | ||||||
Debt instrument amount | $ 5,230,017 | $ 4,965,808 | |||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | |||||
Impact of change in accounting standard, net of tax | (63,222) | $ 1,859 | |||||
Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Consolidated secured leverage ratio | 500.00% | ||||||
Warrants | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | |||||
Exchangeable Notes | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Debt instrument amount | $ 345,000 | $ 345,000 | |||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | |||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |||||
Accounting Standards Update ("ASU") No. 2016-02 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Write off adjustment to equity resulting from change in accounting standard | $ 61,500 | ||||||
Impact of change in accounting standard, net of tax | 63,200 | ||||||
Right of use assets and lease liabilities | $ 1,700 | ||||||
Windstream | Revenue | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Master lease revenue percentage | 65.30% | 69.60% | 68.20% |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 75,123 | $ 69,687 | $ 228,844 | $ 205,129 |
Total revenues | 263,629 | 252,636 | 789,074 | 746,880 |
Fiber Infrastructure | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 72,394 | 66,322 | 220,181 | 194,377 |
Total revenues | 77,979 | 70,130 | 236,139 | 204,486 |
Fiber Infrastructure | Lit Backhaul | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 31,449 | 32,920 | 97,055 | 99,740 |
Fiber Infrastructure | Enterprise and Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 21,591 | 16,052 | 57,561 | 47,032 |
Fiber Infrastructure | E-Rate and Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 18,879 | 16,463 | 63,407 | 44,850 |
Fiber Infrastructure | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 475 | 887 | 2,158 | 2,755 |
Consumer CLEC | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 2,729 | 3,365 | 8,663 | 10,752 |
Total revenues | 2,729 | 3,365 | 8,663 | 10,752 |
ASU 2016-02 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 188,506 | $ 182,949 | $ 560,230 | $ 541,751 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
ASU 2016-02 | |||
Revenue Recognition [Line Items] | |||
Lease receivables | $ 26.3 | $ 26.3 | $ 45.5 |
ASC 2014-09 | |||
Revenue Recognition [Line Items] | |||
Receivables from contracts with customers | 60.4 | 60.4 | $ 57.1 |
Revenue recognized that was included in the contract liability | 0.8 | 3.3 | |
Future revenues under contract | 598.4 | 598.4 | |
Contracts currently being invoiced | 526.7 | 526.7 | |
Backlog for sales bookings | $ 71.7 | $ 71.7 | |
Average remaining contract term of backlog sales bookings | 5 years 1 month 6 days |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Sep. 30, 2019USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2018 | $ 5,540 |
Balance, Contract Assets at September 30, 2019 | 11,116 |
Balance, Contract Liabilities at December 31, 2018 | 15,473 |
Balance, Contract Liabilities at September 30, 2019 | $ 14,128 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Sep. 30, 2019 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term for contracts currently billing | 2 years 6 months |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Line Items] | |
Lessor, operating lease, existence of option to extend [true false] | true |
Lessor, lease option to extend, description | options to extend or renew the leases for |
Lessor, operating lease, existence of option to terminate [true false] | true |
Lessor, lease option to terminate, description | options to terminate the leases within |
Lessee, operating lease, existence of option to extend [true false] | true |
Lessee, lease option to extend, description | options to extend or renew the leases for less than one year to 85 years |
Lessee, operating lease, existence of option to terminate [true false] | true |
Lessee, option to terminate, description | options to terminate the leases within one to six months |
Short term lease commitments | $ 1.8 |
Minimum | |
Leases [Line Items] | |
Lessor, initial lease term | 5 years |
Lessor, lease renewal term | 5 years |
Lessor operating lease, termination | 1 month |
Lessee, initial lease term | 1 year |
Lessee, lease renewal term | 1 year |
Lessee, lease option to terminate, description | 1 month |
Maximum | |
Leases [Line Items] | |
Lessor, initial lease term | 20 years |
Lessor, lease renewal term | 80 years |
Lessor operating lease, termination | 6 months |
Lessee, initial lease term | 30 years |
Lessee, lease renewal term | 85 years |
Lessee, lease option to terminate, description | 6 months |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Lease income - operating leases | $ 188,506 | $ 560,230 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | [1] | Dec. 31, 2018 | [2] |
Leases [Abstract] | ||||
2019 | $ 177,639 | $ 724,269 | ||
2020 | 730,486 | 693,596 | ||
2021 | 724,909 | 696,713 | ||
2022 | 727,167 | 699,561 | ||
2023 | 730,184 | 702,663 | ||
Thereafter | 4,983,671 | 4,706,951 | ||
Total lease receivables | $ 8,074,056 | $ 8,223,753 | ||
[1] | Total future minimum lease payments to be received include $7.2 billion relating to the Master Lease with Windstream. | |||
[2] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | [2] | |
Lessee Lease Description [Line Items] | ||||
Total future minimum lease payments to be received | $ 8,074,056 | [1] | $ 8,223,753 | |
Master Lease | ||||
Lessee Lease Description [Line Items] | ||||
Total future minimum lease payments to be received | $ 7,200,000 | |||
[1] | Total future minimum lease payments to be received include $7.2 billion relating to the Master Lease with Windstream. | |||
[2] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | $ 7,481,184 |
Less: accumulated depreciation | (4,965,928) |
Underlying assets under operating leases, net | 2,515,256 |
Land | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 27,392 |
Building and Improvements | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 340,995 |
Poles | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 257,116 |
Fiber | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 2,801,312 |
Equipment | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 345 |
Copper | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 3,774,931 |
Conduit | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 89,770 |
Tower assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 146,401 |
Capital lease assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 32,660 |
Other assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | $ 10,262 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Depreciation expense for underlying assets under operating leases | $ 73,606 | $ 224,973 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 1,283 | $ 3,179 |
Interest on lease liabilities | 1,571 | 3,192 |
Total finance lease cost | 2,854 | 6,371 |
Operating lease cost | 6,024 | 19,278 |
Short-term lease cost | 522 | 1,451 |
Variable lease cost | 47 | 304 |
Less sublease income | (2,479) | (7,857) |
Total lease cost | $ 6,968 | $ 19,547 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating leases | ||
ROU asset, net | $ 112,579 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | |
ROU liability | $ 112,365 | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilities | |
Finance leases | ||
ROU asset, gross | $ 129,712 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |
ROU liability | $ 55,225 | $ 55,282 |
Weighted-average remaining lease term | ||
Operating leases | 10 years 4 months 24 days | |
Finance leases | 14 years | |
Weighted-average discount rate | ||
Operating leases | 9.80% | |
Finance leases | 8.00% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from finance leases | $ 3,192 |
Operating cash flows from operating leases | 20,519 |
Financing cash flows from finance leases | 3,179 |
Non-cash items: | |
New operating leases | 23,706 |
New finance leases | $ 3,240 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 6,258 | |
2020 | 24,159 | |
2021 | 22,135 | |
2022 | 19,650 | |
2023 | 17,462 | |
Thereafter | 99,334 | |
Total undiscounted lease payments | 188,998 | |
Less: imputed interest | (76,633) | |
Total lease liabilities | 112,365 | |
2019 | 2,099 | |
2020 | 7,598 | |
2021 | 6,839 | |
2022 | 6,708 | |
2023 | 6,689 | |
Thereafter | 58,162 | |
Total undiscounted lease payments | 88,095 | |
Less: imputed interest | (32,870) | |
Total lease liabilities | $ 55,225 | $ 55,282 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments Under Non-cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) | [1] |
Leases [Abstract] | ||
2019 | $ 10,585 | |
2020 | 7,543 | |
2021 | 4,815 | |
2022 | 3,186 | |
2023 | 2,382 | |
Thereafter | 15,269 | |
Total | $ 43,780 | |
[1] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments Under Capital Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) | [1] |
Leases [Abstract] | ||
2019 | $ 8,683 | |
2020 | 7,357 | |
2021 | 6,638 | |
2022 | 6,484 | |
2023 | 6,457 | |
Thereafter | 52,533 | |
Total minimum payments | 88,152 | |
Less amount representing interest | (32,870) | |
Total | $ 55,282 | |
[1] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 2,970 |
2020 | 9,431 |
2021 | 9,461 |
2022 | 9,493 |
2023 | 9,570 |
Thereafter | 98,640 |
Total | $ 139,565 |
Business Combinations, Asset _3
Business Combinations, Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands | Aug. 30, 2019USD ($)mi | May 23, 2019USD ($) | Apr. 02, 2019USD ($) | Mar. 25, 2019USD ($) | Oct. 19, 2018USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||
Net loss on sale of operations | $ 2,242 | |||||||
Goodwill | 690,672 | $ 692,385 | ||||||
Sale of portfolio, cash consideration | $ 30,700 | 2,900 | ||||||
Sale of portfolio, pre-tax gain | $ 5,000 | |||||||
Reduction of purchase price and goodwill | (1,269) | |||||||
Uniti Fibers Midwest | MIP | ||||||||
Business Acquisition [Line Items] | ||||||||
Sale of operation for cash consideration and prepaid rent received | $ 37,000 | |||||||
Net loss on sale of operations | 2,200 | |||||||
Goodwill | $ 2,200 | $ 2,200 | ||||||
Uniti Towers Business | Latin American | ||||||||
Business Acquisition [Line Items] | ||||||||
Sale of portfolio, cash consideration | $ 101,600 | |||||||
Sale of portfolio, pre-tax gain | $ 23,800 | |||||||
Bluebird Fiber Network | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of fiber stand miles | mi | 178,000 | |||||||
Purchase consideration | $ 319,000 | |||||||
Cash paid for business acquisition | 175,000 | |||||||
Prepaid rent to be transferred for consideration | 144,000 | |||||||
Intangible asset acquired | 171,556 | |||||||
Bluebird Fiber Network | Leasehold Interest | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset acquired | $ 43,500 | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 25 years | |||||||
Bluebird Fiber Network | Rights of Way | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset acquired | $ 128,100 | |||||||
JKM Consulting Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for business acquisition | $ 5,500 | |||||||
Goodwill | $ 1,700 | |||||||
Business acquisition date | Mar. 25, 2019 | |||||||
Percentage of equity acquired | 100.00% | |||||||
Information Transport Solutions, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for business acquisition | $ 58,300 | |||||||
Intangible asset acquired | 30,254 | |||||||
Goodwill | $ 9,941 | |||||||
Business acquisition date | Oct. 19, 2018 | |||||||
Percentage of equity acquired | 100.00% | |||||||
Reduction of purchase price and goodwill | $ (1,300) | |||||||
Information Transport Solutions, Inc. | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset acquired | $ 30,300 | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 14 years |
Business Combinations, Asset _4
Business Combinations, Asset Acquisitions and Dispositions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Aug. 30, 2019 | Dec. 31, 2018 | Oct. 19, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 690,672 | $ 692,385 | ||
Bluebird Fiber Network | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment | $ 141,583 | |||
Right of use asset | 5,851 | |||
Intangible asset, net | 171,556 | |||
Total purchase consideration | $ 318,990 | |||
Information Transport Solutions, Inc. | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment | $ 4,270 | |||
Cash and cash equivalents | 5,931 | |||
Accounts receivable | 3,909 | |||
Other assets | 7,238 | |||
Goodwill | 9,941 | |||
Intangible asset, net | 30,254 | |||
Accounts payable, accrued expenses and other liabilities | (2,645) | |||
Deferred revenue | (567) | |||
Total purchase consideration | $ 58,331 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Derivative asset | $ 31,043 | |
Total | 31,043 | |
Liabilities | ||
Derivative liability | $ 27,761 | |
Contingent consideration | 11,440 | 83,401 |
Total | 4,967,704 | 4,567,465 |
Prices with Other Observable Inputs (Level 2) | ||
Assets | ||
Derivative asset | 31,043 | |
Total | 31,043 | |
Liabilities | ||
Derivative liability | 27,761 | |
Total | 4,956,264 | 4,484,064 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 11,440 | 83,401 |
Total | 11,440 | 83,401 |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,998,748 | 1,877,303 |
Senior Secured Term Loan B Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | 1,998,748 | 1,877,303 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 532,125 | 504,625 |
6.00% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 532,125 | 504,625 |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 999,000 | 965,700 |
8.25% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 999,000 | 965,700 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 520,500 | 496,500 |
7.125% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 520,500 | 496,500 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 574,961 | 639,936 |
Senior Secured Revolving Credit Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | 574,961 | $ 639,936 |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 303,169 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | $ 303,169 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | Jun. 28, 2019 | Jun. 24, 2019 | Mar. 18, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
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 | |||
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | |||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 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 | 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, 2022 | Apr. 24, 2022 | Apr. 24, 2020 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Jan. 04, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Aug. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Principal amount of outstanding notes and other debt | $ 5,230,017 | $ 5,230,017 | $ 4,965,808 | |||
Estimated fair value of future contingent consideration | 11,440 | 11,440 | $ 83,401 | |||
Payments of contingent consideration | 32,253 | $ 18,640 | ||||
Increase (decrease) in fair value of contingent consideration liability | (3,000) | (28,530) | (687) | |||
Tower Cloud, Inc. | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of future contingent consideration | 11,400 | 11,400 | ||||
Payments of contingent consideration | 32,200 | $ 18,600 | ||||
Tower Cloud, Inc. | Minimum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | |||||
Hunt Telecommunications, LLC | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent consideration settled through issuance of common shares | 645,385 | |||||
Contingent consideration settled through issuance of common shares, fair value | $ 11,200 | |||||
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 | $ 4,970,000 | $ 4,970,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 83,401 |
(Gain)/Loss included in earnings | (28,530) |
Settlements | (43,431) |
Contingent consideration, ending balance | $ 11,440 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,559,362 | $ 8,123,305 |
Less accumulated depreciation | (5,188,211) | (4,914,299) |
Net property, plant and equipment | 3,371,151 | 3,209,006 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,287 | 29,304 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 354,726 | 340,238 |
Building and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Building and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Real Property Interests | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,285 | 34,878 |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 257,116 | 248,989 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,364,288 | 3,005,304 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 280,781 | 256,838 |
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 | $ 3,774,931 | 3,721,649 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 89,770 | 89,692 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 148,034 | 120,073 |
Capital Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 129,712 | 123,017 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,303 | 11,524 |
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 | $ 5,014 | 4,214 |
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 | |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 111,115 | $ 137,585 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 94.9 | $ 106.5 | $ 288.9 | $ 323.4 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Jun. 28, 2019 | Jun. 27, 2019 | Jun. 25, 2019 | Apr. 27, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Unrealized gain (loss) on derivative instruments | $ (7,900,000) | $ 7,600,000 | $ (54,000,000) | $ 54,000,000 | ||||
Interest expense | 104,655,000 | 80,406,000 | 286,842,000 | 237,398,000 | ||||
Ineffective portion of change in fair value derivatives | 0 | 0 | 0 | 0 | ||||
Amounts reported in AOCI that will be reclassified into interest expense during the next twelve months | 3,000,000 | $ 3,000,000 | ||||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | ||||||
Warrants expiring period | 2024-09 | |||||||
Proceeds from offering and sale of warrants | $ 50,819,000 | |||||||
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Net proceeds from offering of exchangeable notes | $ 70,000,000 | |||||||
Reclassification Out of Other Comprehensive Income | Designated as Cash Flow Hedges | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Interest expense | $ 700,000 | $ 100,000 | $ 4,700,000 | $ 3,700,000 | ||||
Maximum | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Maximum number of shares issued pursuant to warrants | 55,500,000 | |||||||
Maximum | Warrants | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | ||||||
Interest Rate Swap | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Derivative, notional value | $ 2,050,000,000 | |||||||
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 He_4
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 31,043 | |
Derivative liability | $ 27,761 | |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 31,043 | |
Derivative liability | $ 27,761 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill at December 31, 2018 | $ 692,385 |
Goodwill purchase accounting adjustments | (1,269) |
Goodwill associated with 2019 acquisitions and dispositions, net | (444) |
Goodwill at September 30, 2019 | 690,672 |
Fiber Infrastructure | |
Goodwill [Line Items] | |
Goodwill at December 31, 2018 | 692,385 |
Goodwill purchase accounting adjustments | (1,269) |
Goodwill associated with 2019 acquisitions and dispositions, net | (444) |
Goodwill at September 30, 2019 | $ 690,672 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets and Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 30, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets And Liabilities [Line Items] | ||||||
Goodwill | $ 690,672 | $ 690,672 | $ 692,385 | |||
Remaining weighted average amortization period of intangible assets | 18 years 3 months 18 days | |||||
Amortization | 6,300 | $ 6,300 | $ 18,600 | $ 19,000 | ||
Estimated amortization expense for 2019 | 26,000 | 26,000 | ||||
Estimated amortization expense for 2020 | 25,500 | 25,500 | ||||
Estimated amortization expense for 2021 | 24,700 | 24,700 | ||||
Estimated amortization expense for 2022 | 24,600 | 24,600 | ||||
Estimated amortization expense for 2023 | 24,600 | 24,600 | ||||
Uniti Fibers Midwest | MIP | ||||||
Goodwill And Intangible Assets And Liabilities [Line Items] | ||||||
Goodwill | $ 2,200 | $ 2,200 | $ 2,200 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2019 | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Original Cost | $ 506,988 | $ 624,154 | |
Less: Accumulated amortization | (74,167) | (87,500) | |
Total intangible assets, net | 432,821 | 536,654 | |
Trade Names | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Original Cost | 2,000 | 2,000 | |
Rights of Way | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Original Cost | 128,027 | ||
Customer Lists | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 451,997 | 450,597 | |
Less: Accumulated amortization | (69,393) | (87,500) | |
Tenant Contracts | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 37,386 | |
Less: Accumulated amortization | [1] | (3,293) | |
Finite life intangible assets, Cumulative translation adjustment | [1] | 411 | |
Leasehold Interest | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | $ 43,530 | ||
Network | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1],[2] | 13,541 | |
Less: Accumulated amortization | [1],[2] | (1,192) | |
Finite life intangible assets, Cumulative translation adjustment | [1],[2] | 144 | |
Acquired Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 1,509 | |
Less: Accumulated amortization | [1] | (289) | |
Above Market Leases [Member] | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Acquired above-market leases(3) | [1] | 3,440 | |
Finite life intangible liabilities, Cost | 3,258 | ||
Less: Accumulated amortization | (624) | ||
Total intangible liabilities, net | [3] | 2,634 | |
Finite life intangible liabilities, Cumulative translation adjustment | [1] | $ (182) | |
[1] | Uniti Towers’ Latin American intangible assets were sold on April 2, 2019. See Note 5 | ||
[2] | Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date. | ||
[3] | Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 24, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | $ 5,230,017 | $ 4,965,808 | |
Less unamortized discount, premium and debt issuance costs | (219,730) | (119,575) | |
Notes and other debt less unamortized discount, premium and debt issuance costs | 5,010,287 | 4,846,233 | |
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 2,049,998 | 2,065,808 | |
Less unamortized discount, premium and debt issuance costs | (80,528) | (70,337) | |
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 | (6,013) | (7,116) | |
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 | (30,383) | (34,900) | |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 600,000 | 600,000 | |
Less unamortized discount, premium and debt issuance costs | (6,540) | (7,222) | |
Senior Unsecured Notes - 4.00%, Due June 15, 2024 | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 345,000 | ||
Less unamortized discount, premium and debt issuance costs | (88,957) | ||
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 575,019 | $ 575,900 | $ 640,000 |
Less unamortized discount, premium and debt issuance costs | $ (7,310) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Jun. 24, 2019 | Mar. 18, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Senior Secured Term Loan B Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | Oct. 24, 2022 | |
Debt instrument, imputed interest rate | 7.45% | 7.45% | ||
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 Unsecured Notes - 4.00%, Due June 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Jun. 15, 2024 | |||
Debt instrument, imputed interest rate | 11.10% | |||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||
Senior Secured Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2020 |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2019 | Jun. 24, 2019 | Mar. 18, 2019 | May 08, 2017 | Dec. 15, 2016 | Jun. 09, 2016 | Apr. 25, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Apr. 28, 2017 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 5,230,017 | $ 5,230,017 | $ 4,965,808 | |||||||||||
Consolidated secured leverage ratio | 500.00% | 500.00% | ||||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||||||||
Repayments of debt | $ 15,810 | $ 15,810 | ||||||||||||
Amortization of deferred financing costs | $ 4,300 | $ 3,700 | $ 11,800 | $ 11,000 | ||||||||||
Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 500.00% | |||||||||||||
Consolidated total leverage ratio | 650.00% | |||||||||||||
Maximum | Pro Forma | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 400.00% | |||||||||||||
CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
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 amount | $ 2,049,998 | $ 2,049,998 | $ 2,065,808 | |||||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | Oct. 24, 2022 | |||||||||||
Debt discount amortized to interest expense effective interest rate | 7.45% | 7.45% | 7.45% | |||||||||||
Senior Secured Term Loan B Facility | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 5.00% | |||||||||||||
Issuance senior notes, floor rate | 1.00% | |||||||||||||
Debt instrument, increase in basis spread on variable rate | 2.00% | |||||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 2,140,000 | $ 2,140,000 | ||||||||||||
Debt amortization percentage | 1.00% | 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 | 5.00% | |||||||||||||
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% | 1.00% | ||||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 550,000 | $ 550,000 | $ 550,000 | |||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | 6.00% | |||||||||||
Debt discount amortized to interest expense effective interest rate | 6.29% | 6.29% | 6.29% | |||||||||||
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 | $ 550,000 | $ 400,000 | ||||||||||
Notes issued price percentage at par | 99.25% | 100.00% | ||||||||||||
Senior Notes - 8.25% Due October 15, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | ||||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | |||||||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 600,000 | $ 600,000 | $ 600,000 | |||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | 7.125% | |||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 600,000 | $ 600,000 | ||||||||||||
Issuance of senior notes, principal amount | $ 200,000 | $ 400,000 | ||||||||||||
Notes issued price percentage at par | 100.50% | 100.00% | ||||||||||||
Exchangeable Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 345,000 | $ 345,000 | $ 345,000 | |||||||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | 4.00% | |||||||||||
Issuance of senior notes, principal amount | $ 345,000 | |||||||||||||
Debt instrument, frequency of periodic payment | semiannually in arrears on June 15 and December 15 of each year | |||||||||||||
Debt Instrument,date of first required payment | Dec. 15, 2019 | |||||||||||||
Debt instrument, indenture exchange rate shares per thousand dollars principal amount | 80.4602 | |||||||||||||
Debt instrument, indenture exchange price per share | $ 12.43 | |||||||||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||||||||
Debt Instrument, redemption period, start date | Jun. 20, 2022 | |||||||||||||
Debt instrument, redemption threshold percentage of stock price | 130.00% | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 11.10% | |||||||||||||
Debt issuance costs commissions payable | $ 10,400 | |||||||||||||
Debt issuance costs payable to third party | 1,400 | |||||||||||||
Debt issuance cost attributable to equity component | 2,900 | |||||||||||||
Equity component value of convertible note issuance, net | 80,800 | |||||||||||||
Senior Secured Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 575,900 | $ 575,019 | $ 575,019 | $ 640,000 | ||||||||||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2020 | |||||||||||
Debt instrument, payable pursuant to fifth amendment | $ 101,600 | |||||||||||||
Debt instrument, non extended maturity amount | $ 72,400 | |||||||||||||
Repayments of debt | $ 174,000 | |||||||||||||
Senior Secured Revolving Credit Facility | Minimum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 2.75% | |||||||||||||
Senior Secured Revolving Credit Facility | Minimum | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 3.75% | |||||||||||||
Senior Secured Revolving Credit Facility | Maximum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 3.25% | |||||||||||||
Senior Secured Revolving Credit Facility | Maximum | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 4.25% | |||||||||||||
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 - 8.25% Due October 15, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | $ 1,110,000 | |||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | ||||||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | 8.25% | |||||||||||
Debt discount amortized to interest expense effective interest rate | 9.06% | 9.06% | 9.06% | |||||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 1,110,000 | |||||||||||||
Notes issued price percentage at par | 97.055% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 04, 2019 | May 02, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Exchangeable Notes | Common Stock | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 27,758,769 | 27,758,769 | |||||
Non-Participating Securities | Common Stock | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 517,060 | 517,060 | |||||
PEG Bandwidth, LLC | Series A Convertible Preferred Stock | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Percentage of dividend rate on convertible preferred stock | 3.00% | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Hunt Telecommunications, LLC | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Contingent consideration settled through issuance of common shares | 645,385 | ||||||
Contingent consideration settled through issuance of common shares, fair value | $ 11.2 | ||||||
Hunt Telecommunications, LLC | Common Stock | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 632,484 | 632,484 |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||
Net (loss) income attributable to shareholders | $ (19,420) | $ 4,131 | $ 21,739 | $ 1,838 |
Less: Income allocated to participating securities | (50) | (395) | (301) | (1,264) |
Income allocated to participating securities on share settled contingent consideration arrangements | (260) | (728) | ||
Dividends declared on convertible preferred stock | (656) | (656) | (1,968) | |
Amortization of discount on convertible preferred stock | (745) | (993) | (2,235) | |
Net (loss) income attributable to common shareholders | $ (19,470) | $ 2,075 | $ 19,789 | $ (4,357) |
Denominator: | ||||
Basic weighted-average common shares outstanding | 191,940 | 175,396 | 185,746 | 175,101 |
Basic earnings (loss) per common share | $ (0.10) | $ 0.01 | $ 0.11 | $ (0.02) |
Numerator: | ||||
Net (loss) income attributable to shareholders | $ (19,420) | $ 4,131 | $ 21,739 | $ 1,838 |
Less: Income allocated to participating securities | (50) | (395) | (301) | (1,264) |
Income allocated to participating securities on share settled contingent consideration arrangements | (260) | (728) | ||
Dividends declared on convertible preferred stock | (656) | (656) | (1,968) | |
Amortization of discount on convertible preferred stock | (745) | (993) | (2,235) | |
Net (loss) income attributable to common shares | $ (19,470) | $ 2,075 | $ 19,789 | $ (4,357) |
Denominator: | ||||
Basic weighted-average common shares outstanding | 191,940 | 175,396 | 185,746 | 175,101 |
Effect of dilutive non-participating securities | 257 | |||
Weighted-average shares for dilutive earnings per common share | 191,940 | 175,653 | 185,746 | 175,101 |
Dilutive earnings (loss) per common share | $ (0.10) | $ 0.01 | $ 0.11 | $ (0.02) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 263,629 | $ 252,636 | $ 789,074 | $ 746,880 |
Adjusted EBITDA | 202,658 | 199,160 | 609,797 | 592,872 |
Interest expense | 104,655 | 80,406 | 286,842 | 237,398 |
Depreciation and amortization | 101,166 | 112,748 | 307,571 | 342,311 |
Other (income) expense | 540 | (1,038) | (24,848) | (1,574) |
Transaction related and other costs | 15,179 | 2,323 | 28,883 | 12,025 |
Gain on sale of real estate | (205) | (28,995) | ||
Stock-based compensation | 2,845 | 1,963 | 7,930 | 6,058 |
Income tax expense (benefit) | (1,745) | (1,466) | 10,152 | (5,208) |
Net (loss) income | (19,777) | 4,224 | 22,262 | 1,862 |
Leasing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 179,648 | 174,822 | 532,773 | 521,481 |
Adjusted EBITDA | 178,095 | 174,123 | 528,727 | 519,848 |
Depreciation and amortization | 70,227 | 83,857 | 216,254 | 257,055 |
Gain on sale of real estate | (131) | (5,091) | ||
Fiber Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 77,979 | 70,130 | 236,139 | 204,486 |
Adjusted EBITDA | 30,536 | 28,480 | 97,572 | 87,080 |
Depreciation and amortization | 28,652 | 26,605 | 85,405 | 78,754 |
Towers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,273 | 4,319 | 11,499 | 10,161 |
Adjusted EBITDA | (417) | 1,213 | (134) | (417) |
Depreciation and amortization | 1,643 | 1,734 | 4,470 | 4,786 |
Gain on sale of real estate | (74) | (23,904) | ||
Consumer CLEC | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,729 | 3,365 | 8,663 | 10,752 |
Adjusted EBITDA | 465 | 765 | 1,676 | 2,606 |
Depreciation and amortization | 594 | 498 | 1,286 | 1,495 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (6,021) | (5,421) | (18,044) | (16,245) |
Depreciation and amortization | $ 50 | $ 54 | $ 156 | $ 221 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 30, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Obligations under tax matters agreement | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | $ (1,585,578) | ||||
Changes in foreign currency translation | $ 2,547 | (63) | $ 2,233 | ||
Balance at end of period attributable to common shareholders | $ (1,521,429) | (1,521,429) | |||
Accumulated other comprehensive income at end of period | (27,452) | 66,291 | (27,452) | 66,291 | $ 30,105 |
Cash Flow Hedge Changes in Fair Value Gain (Loss) | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | (18,960) | 55,074 | 30,042 | 6,351 | |
Other comprehensive (loss) income before reclassifications | (7,906) | 7,651 | (53,989) | 53,968 | |
Amounts reclassified from accumulated other comprehensive income | (739) | 93 | (4,705) | 3,649 | |
Balance at end of period | (27,605) | 62,818 | (28,652) | 63,968 | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | (153) | 179 | (1,200) | 1,329 | |
Balance at end of period attributable to common shareholders | $ (27,452) | 62,639 | (27,452) | 62,639 | |
Foreign Currency Translation Gain (Loss) | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | 1,163 | 63 | 1,470 | ||
Changes in foreign currency translation | 2,547 | 2,233 | |||
Amounts reclassified from accumulated other comprehensive income | $ (63) | ||||
Balance at end of period | 3,710 | 3,703 | |||
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 58 | 51 | |||
Balance at end of period attributable to common shareholders | $ 3,652 | $ 3,652 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Schedule Of Capitalization Equity [Line Items] | |||||
Aggregate offering price of common stock | $ 19 | $ 19 | $ 18 | ||
Issued and sold common stock shares | 192,138,000 | 192,138,000 | 180,536,000 | ||
Proceeds from issuance of common stock, net of issuance costs | $ 21,641 | $ 64,423 | |||
Stock issued during period, value, conversion of convertible securities | $ 87,500 | $ 87,500 | |||
Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Stock issued during period conversion of convertible securities | 8,677,163 | 8,677,163 | 8,677,163 | ||
Stock issued during period, value, conversion of convertible securities | $ 87,500 | $ 1 | $ 1 | ||
Common Stock | PEG Bandwidth, LLC | Series A Convertible Preferred Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Number of shares converted | 87,500 | ||||
ATM Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Proceeds from issuance of common stock, net of issuance costs | 131,200 | ||||
Payments for stock issuance costs, commissions | 1,700 | ||||
ATM Program | Maximum | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Aggregate offering price of common stock | $ 250,000 | $ 250,000 | |||
ATM Program | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issued and sold common stock shares | 6,700,000 | 6,700,000 | |||
Weighted average price per share | $ 19.92 |