Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 04, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 193,263,981 | ||
Entity Public Float | $ 1,287,023,719 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Title of each class | Common Stock, $0.0001 Par Value | ||
Trading Symbol | UNIT | ||
Name of each exchange on which registered | NASDAQ | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to the 2020 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Property, plant and equipment, net | $ 3,409,945 | $ 3,209,006 |
Cash and cash equivalents | 142,813 | 38,026 |
Accounts receivable, net | 77,623 | 104,063 |
Goodwill | 690,672 | 692,385 |
Intangible assets, net | 531,979 | 432,821 |
Straight-line revenue receivable | 2,408 | 61,785 |
Derivative asset | 31,043 | |
Other assets | 161,560 | 23,808 |
Total Assets | 5,017,000 | 4,592,937 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 227,121 | 94,179 |
Accrued interest payable | 28,800 | 28,097 |
Deferred revenue | 1,070,671 | 726,262 |
Derivative liability | 23,679 | |
Dividends payable | 43,282 | 113,744 |
Deferred income taxes | 24,431 | 52,434 |
Finance lease obligations | 52,994 | 55,282 |
Contingent consideration | 11,507 | 83,401 |
Notes and other debt, net | 5,017,679 | 4,846,233 |
Total liabilities | 6,500,164 | 5,999,632 |
Commitments and contingencies (Note 15) | ||
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: 192,142 shares at December 31, 2019 and 180,536 at December 31, 2018 | 19 | 18 |
Additional paid-in capital | 951,295 | 757,517 |
Accumulated other comprehensive (loss) income | (23,442) | 30,105 |
Distributions in excess of accumulated earnings | (2,494,740) | (2,373,218) |
Total Uniti shareholders' deficit | (1,566,868) | (1,585,578) |
Noncontrolling interests - operating partnership units | 83,704 | 92,375 |
Total shareholders' deficit | (1,483,164) | (1,493,203) |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | $ 5,017,000 | 4,592,937 |
Series A Convertible Preferred Stock | ||
Liabilities: | ||
Convertible Preferred Stock, Series A, $0.0001 par value, no shares authorized at December 31, 2019 and 88 shares authorized and issued at December 31, 2018, $87,500 liquidation value | $ 86,508 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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 | 192,142,000 | 180,536,000 |
Common stock, shares outstanding | 192,141,634 | 180,536,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Total revenues | $ 1,057,611 | $ 1,017,634 | $ 916,032 |
Costs and Expenses: | |||
Interest expense, net | 390,112 | 319,591 | 305,994 |
Depreciation and amortization | 405,754 | 451,750 | 434,205 |
General and administrative expense | 102,900 | 85,198 | 72,045 |
Operating expense (exclusive of depreciation, accretion and amortization) | 160,024 | 137,065 | 102,176 |
Transaction related and other costs | 43,708 | 17,410 | 38,005 |
Gain on sale of real estate | (28,995) | ||
Other (income) expense | (31,463) | (4,504) | 11,284 |
Total costs and expenses | 1,042,040 | 1,006,510 | 963,709 |
Income (loss) before income taxes | 15,571 | 11,124 | (47,677) |
Income tax expense (benefit) | 4,663 | (5,421) | (38,849) |
Net income (loss) | 10,908 | 16,545 | (8,828) |
Net income attributable to noncontrolling interests | 326 | 358 | 611 |
Net income (loss) attributable to shareholders | 10,582 | 16,187 | (9,439) |
Participating securities' share in earnings | (549) | (2,594) | (1,509) |
Dividends declared on convertible preferred stock | (656) | (2,624) | (2,624) |
Amortization of discount on convertible preferred stock | (993) | (2,980) | (2,980) |
Net income (loss) attributable to common shareholders | $ 8,384 | $ 7,989 | $ (16,552) |
Earnings (loss) per common share (Note 13): | |||
Basic | $ 0.04 | $ 0.05 | $ (0.10) |
Diluted | $ 0.04 | $ 0.04 | $ (0.13) |
Weighted-average number of common shares outstanding | |||
Basic | 187,358 | 176,169 | 168,693 |
Diluted | 187,358 | 177,071 | 168,989 |
Leasing | |||
Revenues: | |||
Total revenues | $ 716,640 | $ 699,847 | $ 685,099 |
Costs and Expenses: | |||
Depreciation and amortization | 282,107 | 337,126 | 347,999 |
Fiber Infrastructure | |||
Revenues: | |||
Total revenues | 315,605 | 289,239 | 202,791 |
Costs and Expenses: | |||
Depreciation and amortization | 114,566 | 105,651 | 78,307 |
Tower | |||
Revenues: | |||
Total revenues | 14,693 | 14,617 | 10,055 |
Consumer CLEC | |||
Revenues: | |||
Total revenues | 10,673 | 13,931 | 18,087 |
Costs and Expenses: | |||
Depreciation and amortization | $ 1,879 | $ 1,994 | $ 2,607 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 10,908 | $ 16,545 | $ (8,828) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivative contracts | (54,612) | 24,251 | 12,895 |
Changes in foreign currency translation | (63) | (1,440) | 1,660 |
Other comprehensive income (loss) | (54,675) | 22,811 | 14,555 |
Comprehensive income (loss) | (43,767) | 39,356 | 5,727 |
Comprehensive income attributable to noncontrolling interest | (1,128) | 884 | 976 |
Comprehensive (loss) income attributable to common shareholders | $ (42,639) | $ 38,472 | $ 4,751 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Distributions in Excess of Accumulated Earnings | Noncontrolling Interest |
Beginning balance, value at Dec. 31, 2016 | $ (1,402,445) | $ 15 | $ 141,092 | $ (6,369) | $ (1,537,183) | |
Beginning balance, shares at Dec. 31, 2016 | 155,138,637 | |||||
Net (loss) income | (8,828) | (9,439) | $ 611 | |||
Issuance of common stock | 517,501 | $ 2 | 517,499 | |||
Issuance of common stock, shares | 19,528,302 | |||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | ||||
Other comprehensive income (loss) | 14,555 | 14,190 | 365 | |||
Common stock dividends declared | (410,054) | (410,054) | ||||
Distributions to noncontrolling interest | (4,978) | (4,978) | ||||
Convertible preferred stock dividends | (2,624) | (2,624) | ||||
Equity issuance cost | (18,575) | (18,575) | ||||
Contributions from noncontrolling interest holders | 105,969 | 105,969 | ||||
Purchase/Exchange of noncontrolling interest | (560) | (560) | ||||
Net share settlement | (1,836) | (421) | (1,415) | |||
Stock-based compensation | 7,713 | 7,713 | ||||
Stock-based compensation, shares | 184,575 | |||||
Ending balance, value at Dec. 31, 2017 | (1,207,142) | $ 17 | 644,328 | 7,821 | (1,960,715) | 101,407 |
Ending balance, shares at Dec. 31, 2017 | 174,851,514 | |||||
Cumulative effect adjustment for adoption of new accounting standard | 1,859 | 1,859 | ||||
Net (loss) income | 16,545 | 16,187 | 358 | |||
At-the-market issuance of common stock, net of offering costs | 109,442 | $ 1 | 109,441 | |||
At-the-market issuance of common stock, net of offering, shares | 5,496,763 | |||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | ||||
Other comprehensive income (loss) | 22,811 | 22,284 | 527 | |||
Common stock dividends declared | (427,656) | (427,656) | ||||
Distributions to noncontrolling interest | (9,917) | (9,917) | ||||
Convertible preferred stock dividends | (2,624) | (2,624) | ||||
Net share settlement | (1,605) | (1,336) | (269) | |||
Stock-based compensation | 8,064 | 8,064 | ||||
Stock-based compensation, shares | 187,694 | |||||
Ending balance, value at Dec. 31, 2018 | (1,493,203) | $ 18 | 757,517 | 30,105 | (2,373,218) | 92,375 |
Ending balance, shares at Dec. 31, 2018 | 180,535,971 | |||||
Cumulative effect adjustment for adoption of new accounting standard | (61,826) | (61,826) | ||||
Net (loss) income | 10,908 | 10,582 | 326 | |||
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) | (54,675) | (53,547) | (1,128) | |||
Common stock dividends declared | (69,403) | (69,403) | ||||
Distributions to noncontrolling interest | (1,329) | (1,329) | ||||
Convertible preferred stock dividends | (875) | (875) | ||||
Purchase/Exchange of noncontrolling interest | 6,540 | (6,540) | ||||
Purchase/Exchange of noncontrolling interest, shares | 666,576 | |||||
Equity settlement convertible preferred stock | 87,500 | $ 1 | 87,499 | |||
Equity settlement convertible preferred stock, shares | 8,677,163 | |||||
Net share settlement | (1,834) | (1,834) | ||||
Stock-based compensation | 10,808 | 10,808 | ||||
Stock-based compensation, shares | 357,066 | |||||
Equity settled contingent consideration | 11,178 | 11,178 | ||||
Equity settled contingent consideration, in shares | 645,385 | |||||
Issuance of common stock - employee stock purchase plan | 884 | 884 | ||||
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 Dec. 31, 2019 | $ (1,483,164) | $ 19 | $ 951,295 | $ (23,442) | $ (2,494,740) | $ 83,704 |
Ending balance, shares at Dec. 31, 2019 | 192,141,634 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | |||||||||
Common stock dividends declared per share | $ 0.22 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.37 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow from operating activities | |||
Net income (loss) | $ 10,908 | $ 16,545 | $ (8,828) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 405,754 | 451,750 | 434,205 |
Amortization of deferred financing costs and debt discount | 42,779 | 24,614 | 23,102 |
Deferred income taxes | (11,428) | (7,385) | (41,171) |
Straight-line rental revenues | (208) | (15,048) | (15,136) |
Stock-based compensation | 10,808 | 8,064 | 7,713 |
Change in fair value of contingent consideration | (28,463) | (3,721) | 10,736 |
Gain on sale of real estate | (28,995) | ||
Loss on sale of Uniti Fiber Midwest operations | 2,242 | ||
Loss on asset disposal | 6,891 | ||
Other | (435) | 7,818 | 872 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 25,592 | (52,792) | (10,524) |
Other assets | 10,297 | 1,755 | (1,560) |
Accounts payable, accrued expenses and other liabilities | (3,260) | 41,218 | 5,851 |
Deferred revenue from prepaid rent - Bluebird/Uniti Fiber Midwest networks (Note 5) | 174,500 | ||
Net cash provided by operating activities | 616,982 | 472,818 | 405,260 |
Cash flow from investing activities | |||
Acquisition of businesses, net of cash acquired | (10,312) | (53,669) | (761,887) |
Proceeds from sale of Uniti Fiber Midwest operations | 6,400 | ||
Acquisition of ground lease investments | (21,764) | ||
Proceeds from sale of real estate, net of cash | 130,429 | ||
Capital expenditures - other | (350,480) | (423,575) | (166,028) |
Net cash used in investing activities | (544,781) | (480,543) | (1,019,408) |
Cash flow from financing activities | |||
Principal payment on debt | (21,080) | (21,080) | (21,080) |
Dividends paid | (138,731) | (426,094) | (400,210) |
Payments of contingent consideration | (32,253) | (18,640) | (19,999) |
Proceeds from issuance of Notes | 345,000 | 201,000 | |
Borrowings under revolving credit facility | 139,000 | 500,000 | 845,000 |
Payments under revolving credit facility | (203,981) | (140,000) | (565,000) |
Finance lease payments | (4,257) | (5,946) | (3,237) |
Payments for financing costs | (49,497) | (28,539) | |
Common stock issuance, net of costs | 21,641 | 109,441 | 498,926 |
Proceeds from sale of warrants | 50,819 | ||
Payment for bond hedge option | (70,035) | ||
Purchase of noncontrolling interest | (560) | ||
Distributions paid to noncontrolling interest | (3,046) | (9,917) | (2,498) |
Employee stock purchase plan | 883 | ||
Net share settlement | (1,834) | (1,605) | (1,836) |
Net cash provided by (used in) financing activities | 32,629 | (13,841) | 501,967 |
Effect of exchange rates on cash and cash equivalents | (43) | (173) | 192 |
Net increase (decrease) in cash and cash equivalents | 104,787 | (21,739) | (111,989) |
Cash and cash equivalents at beginning of period | 38,026 | 59,765 | 171,754 |
Cash and cash equivalents at end of period | 142,813 | 38,026 | 59,765 |
Non-cash investing and financing activities: | |||
Property and equipment acquired but not yet paid | 17,032 | 17,901 | 15,285 |
Tenant capital improvements | 164,742 | 153,615 | 227,969 |
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 | ||
Acquisition of businesses through non-cash consideration | 122,395 | ||
Bluebird Network, LLC | |||
Cash flow from investing activities | |||
Asset acquisition | $ (320,818) | ||
NMS | |||
Cash flow from investing activities | |||
Asset acquisition | $ (3,299) | $ (69,729) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 independent, internally managed real estate investment trust (“REIT”) engaged in the acquisition and construction of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. We manage our operations in four separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business. The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include all accounts of the Company and, its wholly-owned and/or controlled subsidiaries, which includes the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Consolidated Financial Statements of Uniti Group Inc. as the Company has determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Going Concern In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) Consolidated Financial Statements are issued 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 of our revenue for the year ended December 31, 2019 was Prior to its bankruptcy filing described below, 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 relating to 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 its 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 a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York and is currently operating as a ‘‘debtor in possession’’ under supervision of the Bankruptcy Court. 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 (“PUC”) and the Federal Communications Commission (“FCC”) 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 transfers. 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 debt covenants and maintain our status as a REIT. We participated in mediation of these claims in Windstream’s bankruptcy. On March 2, 2020, Uniti and Windstream jointly announced that they have reached an agreement in principle to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s Bankruptcy. See Note 22. 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 the settlement is not effectuated, and 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 assurances Windstream has made with respect to the payment of rent, we believe that we have adequate liquidity to continue to fund our operations for twelve months after the issuance of the accompanying Consolidated Financial Statements absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease. Although management has concluded the probability of a rejection of the Master Lease to be remote (were our settlement to be rejected), 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 . In addition, 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 amending the Master Lease in a manner that would violate our debt covenants. On March 2, 2020, Uniti and Windstream jointly announced that the mediation has culminated in an agreement in principle (the “Settlement”) to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy. See Note 22. In connection with the Settlement, among other provisions, Windstream and Uniti have agreed to bifurcate the Master Lease into two structurally similar agreements to govern Windstream’s incumbent local exchange carrier (“ILEC”) and competitive local exchange carrier (“CLEC”) facilities, respectively (collectively, the “New Leases”). Parties to the New Leases include Windstream Holdings, Inc., Windstream Services, LLC, and its other relevant subsidiaries. The New Leases will be cross-guaranteed and cross-defaulted unless Windstream ceases to be the tenant, and the initial aggregate annual rent under the New Leases will be equal to the annual rent under the Master Lease currently in effect. The Settlement is subject to negotiation and execution of definitive documentation and certain regulatory approvals and conditions precedent, including bankruptcy court approval and Uniti’s U.S. federal income tax compliance. All litigation between Windstream and Uniti will be stayed while the parties negotiate and prepare the definitive documentation implementing the Settlement. However, if the conditions of the settlement are not satisfied, the litigation would be resumed. The Company has evaluated its ability to continue as a going concern in light of the Settlement, including the impact of the New Leases on our compliance with our debt covenants, noting that our Credit Agreement would prohibit us from entering into the New Leases that on a pro forma basis, would result in a consolidated secured leverage that exceeds 5.0 to 1.0. Furthermore, management has no intentions to structure the New Leases in a manner that would violate our debt covenants. However, there can be no certainty as to the satisfaction of the conditions precedent in the Settlement, the outcome of judicial decisions should litigation resume, and Windstream’s decision to assume or reject the Master Lease should the Settlement not become effective. 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 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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 201 9 and 201 8 , the accumulated amortization of our finance lease assets was $ 24.3 million and $ million, respectively. Certain property, plant and equipment acquired as part of our spin-off from Windstream is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation will begin once the construction period has ceased and the related asset has been placed into service, in which it will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. Tenant Capital Improvements Impairment of Long-Lived Assets Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2019 and 2018, our aggregate carrying amount of asset retirement obligations totaled $9.5 million and $10.4 million, respectively. During the years ended December 31, 2019 and 2018, we incurred liabilities of $0.6 million and $0.1 million related to asset retirement obligations, respectively. During the year s ended December 31, 201 9 , 201 8 , and 201 7 , we recognized $ 1.3 million , $ 0.9 million , and $ 4.4 million of accretion expense related to asset retirement obligations , respectively . Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Note 7 Note 9 Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 11 . 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 11) 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 Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit. See Note 9. Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives with the exception of the customer list intangible assets related to our Consumer CLEC Business, which were brought over at carry-over basis at the time of Spin-Off, and are amortized using the sum-of-the-years’-digits method over their estimated useful lives Foreign Currency Translation Transaction Related and Other Costs to integrate an acquired business, including professional services, systems and data conversion, severance and retention bonuses payable to employees of an acquired business. In addition, other costs, such as costs incurred as a result of Windstream’s bankruptcy filing, costs associated with Windstream’s claims against us (see Note 15), and costs associated with the implementation of our new enterprise resource planning system are included within this line item on the Consolidated Statements of Income . Debt Issuance Costs Revenue Recognition As discussed in “Recently Issued Accounting Standards” in this Note 3, the Company adopted ASU No. 2016-02, Leases (“ASC 842”) on January 1, 2019. Prior to the adoption of ASC 842, the Company recognized leasing revenues on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing leasing income on a straight-line basis generally results in recognized revenues during the first half of the lease term in excess of cash amounts contractually due from our tenants, creating a straight-line rent receivable. We lease certain assets to Windstream under a triple-net lease, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) on January 1, 2018 (see Note 4). Prior to the adoption of Topic 606, t We evaluate the collectability of service receivables by considering a variety of factors. The Company typically does not require collateral. When the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related accounts receivable to the amount the Company reasonably believes is collectible. When appropriate, the Company also records reserves for bad debts for all other customers based on a variety of factors including the length of time the receivable is past due, the financial health of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, the Company adjusts its estimates of the recoverability of receivables as needed. At December 31, 2019 and 2018, the allowance recorded for service receivables was $2.7 million and $2.3 million, respectively. Consumer CLEC Business revenues are primarily derived from providing access to or usage of leased networks and facilities and are recognized over the period that the corresponding services are rendered to customers. Revenues derived from other telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as services are provided. Sales of customer premise equipment and modems are recognized when products are delivered to and accepted by customers. Straight-Line Revenue Receivable line revenue receivable associated with the Master Lease in accordance with the transition provisions of ASC 842. At the date of adoption, due to uncertainties surrounding Windstream’s operations and liquidity, including uncertainties surrounding the outcome of Windstream’s pending litigation, we concluded that it was not probable that we would collect all future payments due to the Company over the initial term of the Master Lease . As a result, effective January 1, 2019, the Company recorded the Master Lease on a cash basis in accordance with ASC 842 and will not reflect a straight-line revenue receivable until a time at which collectability of all future rents is determined to be probable . At the adoption of ASC 842, we reflected the write off of the straight-line revenue balance as of January 1, 2019 as a $ 61.5 million adjustment to equity resulting from the change in accounting standard . Stock-Based Compensation Note 12 Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the temporary restriction imposed by the waiver and amendment to our Credit Agreement (see Note 11), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, generally will be restricted. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America, as well as certain portions of Uniti Towers, as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized The Company is subject to restrictions on distributions to its shareholders based on our Credit Agreement as amended. The restrictions permit the Company to make the minimum required distribution to maintain its status as a REIT, which is limited to 90% of our REIT taxable income. The restrictions will remain in place until a plan of reorganization for Windstream has become effective and other conditions related to the Company’s net leverage ratio are satisfied. Management believes that the requirements for a reversion will occur before the end of calendar year 2020. Further, upon reversion, the Company expects to make one or more distributions to its shareholders to ensure that it has distributed at least 100 % of its 2020 REIT taxable income. Therefore, the Company believes that the REIT will not incur federal or state income tax related to its 2020 tax year (other than certain local income taxes) and thus no deferred income taxes related to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases at the REIT should be recorded as of December 31, 2019. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $1.7 million recorded in deferred incomes taxes on our Consolidated Balance Sheet. The Company will be subject to a federal corporate level tax on any gain recognized from the sale of assets occurring within a five year recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. Business Combinations and Asset Acquisitions Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the C onsolidated B alance S heets. Goodwill Intangibles-Goodwill and Other 2% We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Income not to exceed the carrying value of goodwill. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. As our concluded fair value of our Fiber Infrastructure reporting unit slightly exceeds carrying value, small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our expectations of average projected revenue growth percentage decrease by 4.0%, average projected EBITDA margin percentage decrease by 1.2% and/or average projected capital expenditures as a percentage of revenue increase by 3.9%, we may experience future impairment to goodwill (while other assumptions remain constant). Should we experience a deterioration in market factors such as stock prices or increased interest rates, a cost of capital increase in excess of 1.3% may result in future impairment. The market approach uses market data of comparable business and acquisition multiples paid in recent transactions to estimate fair value. Declines in acquisitions multiples of approximately 1.8% could affect the likelihood and amount of potential impairment. Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 1 3 . Concentration of Credit Risks are party to a Master Lease with Windstream from which substantially all of Uniti’s leasing revenues and operating cash flows are currently derived Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Master Lease or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us. In recent years, Windstream has experienced annual declines in its total revenue, sales and cash flow, and has had its credit ratings downgraded by nationally recognized credit rating agencies multiple times over the past 12 months. In addition, Windstream has been involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities relating to our spin-off from Windstream. On December 7, 2017, the entity issued a notice of acceleration to Windstream claiming that the alleged default had matured into an “event of default” and that the principal amount, along with accrued interest, of such securities was due and payable immediately. Windstream challenged the matter in federal court and a trial was held, in July 2018. In response to the adverse outcome, on February 25, 2019, Windstream filed a voluntary petition 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. While we believe that the Master Lease is essential to Windstream’s operations, it is difficult to predict what could occur in a restructuring, and 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 avoid the imposition of liens on our properties and could impact our ability to fund other cash obligations, including dividends necessary to maintain REIT status, non-essential capital expenditures and, in an extreme case, our debt service obligations. See Note 2 . A rejection by Windstream of the Master Lease or its inability or unwillingness to meet its rent and other obligations under the Master Lease could materially adversely affect our consolidated results of operations, liquidity, and financial condition, including our ability to service debt, comply with debt covenants and pay dividends to our stockholders as required to maintain our status as a REIT. See Note 2. Windstream’s stock is quoted on the OTC Markets under the ticker symbol “WINMQ.” Windstream is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended, but Windstream is not current in its reporting obligations. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Annual Report on Form 10-K. Recently Issued Accounting Standards Leases 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 Consolidated Statements of Income. From time to time we may 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 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 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. Where we are the lessee, 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 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 general and administrative and operating expense in our Consolidated Statements of Income. 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, the practical expedient in 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, Leases (Topic 842): Target Improvements Land Easement Practical Expedient for Transition to Topic 842 Leases In connection with the adoption of ASC 842, we have recorded an adjustment to e |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 4. Revenues Adoption of ASC Topic 606, Revenue from Contracts with Customers On January 1, 2018, we adopted Topic 606 using the modified retrospective method, whereby the cumulative effect of initially applying Topic 606 is recognized as an adjustment to the opening balance of equity at January 1, 2018. Therefore, comparative information has not been adjusted and continues to be reported under ASC 605, Revenue Recognition The details of the significant changes and quantitative impact of the changes are set out below. We have applied this guidance only to contracts that were not completed as of January 1, 2018, the date of initial application. Commissions We previously recognized commission fees related to obtaining a contract as selling expenses when incurred. Under Topic 606 and Topic 340, Other Assets and Deferred Costs December 31 Nature of goods and services The following is a description of principal activities, separated by reportable segments ( see Note 14 ), from which the Company generates its revenues. Leasing Leasing revenue represents the results from our leasing program, 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 Topic 606, and are recognized under other applicable guidance, including ASC 842, and for periods prior to January 1, 2019 ASC 840. See Note 5 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 ASC 840 for periods prior to January 1, 2019, and is outside the scope of Topic 606. When (i) a customer makes an advance payment or (ii) 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. Year Ended December 31, (Thousands) 2019 2018 2017 (1) Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 125,983 $ 132,361 $ 117,574 Enterprise and wholesale 66,545 63,519 36,542 E-Rate and government 89,430 74,752 43,021 Other 2,402 4,492 454 Fiber Infrastructure $ 284,360 $ 275,124 $ 197,591 Consumer CLEC 10,673 13,931 18,087 Total revenue from contracts with customers 295,033 289,055 215,678 Revenue accounted for under other applicable guidance 762,578 728,579 700,354 Total revenue $ 1,057,611 $ 1,017,634 $ 916,032 (1) As noted above, periods prior to January 1, 2018 have not been adjusted under the modified retrospective method. At December 31, 2019 and 2018, lease receivables were $28.8 million and $45.5 million, respectively, and receivables from contracts with customers were $48.6 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 year ended December 31, 2019 and 2018, we recognized revenues of $4.7 and $14.7 million, respectively that was included in the December 31, 2018 and January 1, 2018 contract liabilities balance, respectively. 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 December 31, 2019 $ 11,535 $ 12,717 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 assets primarily relate to costs incremental to obtaining contracts and contract liabilities primarily relate to deferred revenue from non-recurring charges. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of December 31, 2019, our future revenues (i.e. transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $565.5 2.2 y 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, they are not included in revenue. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 5. 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 five to 80 years one to six months The components of lease income for the year ended December 31, 2019 is as follows: (Thousands) Year Ended December 31, 2019 Lease income - operating leases $ 762,578 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: Operating Leases (Thousands) December 31, 2019 (1) December 31, 2018 (2) 2020 $ 734,978 $ 693,596 2021 729,380 696,713 2022 731,674 699,561 2023 734,804 702,663 2024 737,919 705,800 Thereafter 4,305,079 4,001,151 Total lease receivables $ 7,973,834 $ 7,499,484 (1) (2) The underlying assets under operating leases where we are the lessor as of December 31, 2019 are summarized as follows: (Thousands) December 31, 2019 Land $ 27,392 Building and improvements 341,096 Real property interest - Poles 258,535 Fiber 2,836,939 Equipment 419 Copper 3,792,366 Conduit 89,770 Tower assets 168,453 Finance lease assets 10,279 Other assets 32,660 7,557,909 Less: accumulated depreciation (5,033,080 ) Underlying assets under operating leases, net $ 2,524,829 Depreciation expense for the underlying assets under operating leases where we are the lessor for the year ended December 31, 2019 is summarized as follows: (Thousands) Year Ended December 31, 2019 Depreciation expense for underlying assets under operating leases $ 293,899 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 As of December 31, 2019, we have short term lease commitments amounting to approximately $1.2 million, for colocation and dark fiber arrangements. The components of lease cost are presented within general and administrative expense and operating expense in our Consolidated Statements of Income for the year ended December 31, 2019 is as follows: (Thousands) Year Ended December 31, 2019 Finance lease cost Amortization of ROU assets $ 4,257 Interest on lease liabilities 4,209 Total finance lease cost 8,466 Operating lease cost 26,446 Short-term lease cost 1,894 Variable lease cost 316 Less sublease income (12,354 ) Total lease cost $ 24,768 Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2019 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2019 Operating leases ROU asset, net Other assets, net $ 127,490 ROU liability Accounts payable, accrued expenses and other liabilities, net 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 129,900 ROU liability Finance lease obligations 52,994 Weighted-average remaining lease term Operating leases 11.8 years Finance leases 13.9 years Weighted-average discount rate Operating leases 9.7 % Finance leases 8.0 % Other information related to leases as of December 31, 2019 are as follows: (Thousands) Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 4,209 Operating cash flows from operating leases 27,835 Financing cash flows from finance leases 4,257 Non-cash items: New operating leases $ 43,593 New finance leases 3,432 Future lease payments under non-cancellable leases as of December 31, 2019 are as follows: (Thousands) Operating Leases Finance Leases 2020 $ 26,620 $ 7,627 2021 24,530 6,868 2022 22,035 6,737 2023 19,815 6,717 2024 15,628 6,352 Thereafter 122,505 50,960 Total undiscounted lease payments $ 231,133 $ 85,261 Less: imputed interest (103,254 ) (32,267 ) Total lease liabilities $ 127,879 $ 52,994 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) 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 December 31, 2019 are as follows: (Thousands) Sublease Rentals 2020 $ 12,023 2021 12,077 2022 12,143 2023 12,304 2024 12,495 Thereafter 129,903 Total $ 190,945 |
Business Combinations, Asset Ac
Business Combinations, Asset Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations, Asset Acquisitions and Dispositions | Note 6. 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 $320.8 million, which included transaction costs of $1.8 million. Uniti funded $175 million 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 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 “Bluebird L ease”) . The Bluebird L ease 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 and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 139,566 Intangible assets 175,401 Other assets 8,946 Accounts payable, accrued expenses and other liabilities (3,095 ) Total purchase consideration $ 320,818 During the fourth quarter of 2019, the Company re-evaluated the estimated fair value of the assets acquired and associated useful lives, which resulted in a decrease in the fair value of property, plant and equipment and an increase in the fair value of intangible assets of approximately $3.8 million compared to the amounts reported at September 30, 2019. In addition, the Company capitalized approximately $1.8 million of asset acquisition costs that had been previously been expensed in transaction related and other costs on our Consolidated Statements of Income. Acquired right of use assets and liabilities of $8.9 million and $3.1 million are recorded within other assets, net and accounts payable, accrued expenses and other liabilities, net on our Consolidated Balance Sheets, respectively. Of the $175.4 million of intangible assets acquired, $124.7 million is related to rights of way (30 year life) and $50.7 million is related to an in-place lease (20 year life). The Company determined the useful life of the rights of way intangible asset by aligning the useful life of the intangible with that of the underlying fiber assets acquired. The in-place lease will be amortized over the initial 20-year lease term. 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 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. (M2 Connections) On March 25, 2019, we acquired 100% of the outstanding equity of JKM Consulting Inc. d/b/a M 2 2 M 2 is a dark fiber and internet access provider primarily to educational institutions in Alabama. This acquisition strengthens Uniti Fiber’s relationships with new 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. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill of $1.7 million within our Fiber Infrastructure segment. See Note 1 4. 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 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. I TS 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. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. See Note 14 During the first quarter of 2019, certain contractual working capital adjustments resulted in a $ 1.3 million reduction of the purchase price and goodwill. (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. The acquired business contributed revenue of $9.0 million and an operating income of $0.5 million, which excludes transaction related costs, to our consolidated results from the date of acquisition through December 31, 2018. We recorded transaction related costs related to the acquisition of ITS for the year ended December 31, 2018 of $0.3 million within transaction related and other costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the ITS acquisition had occurred on January 1, 2017. The pro forma results include additional amortization resulting from purchase accounting adjustments related to the intangible asset. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2017. Year Ended Year Ended (Thousands, except per share data) December 31, 2018 December 31, 2017 Pro forma revenue $ 1,054,192 $ 967,512 Pro forma net income (loss) 17,727 (6,763 ) 2017 Transactions Southern Light, LLC On July 3, 2017, we acquired 100% of the outstanding equity of Southern Light for $638.1 million in cash and 2.5 million common units in the Operating Partnership with an acquisition date fair value of $64.3 million. Southern Light is a leading provider of data transport services along the Gulf Coast region serving twelve attractive Tier II and Tier III markets across Florida, Alabama, Louisiana, and Mississippi. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. See Note 14 . The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 279,467 Cash and cash equivalents 1,992 Accounts receivable 11,139 Other assets 1,287 Goodwill 319,508 Intangible assets 160,100 Accounts payable, accrued expenses and other liabilities (19,846 ) Deferred revenue (38,134 ) Deferred income taxes (9,892 ) Capital lease obligations (3,189 ) Total purchase consideration $ 702,432 During the second quarter of 2018, the purchase price allocation was adjusted to record $0.9 million of deferred tax liabilities that existed at the date of acquisition. The goodwill arising from the transaction is primarily attributable to the expansion of our fiber network through the complementary nature of Southern Light’s fiber network to our existing fiber network, including anticipated incremental sales and cost savings. For federal income tax purposes, the transaction was treated as partially taxable (for portion paid in cash) and partially non-taxable (for portion paid with common units in the Operating Partnership). The portion of the acquisition that was treated as a taxable acquisition resulted in tax deductible goodwill. No tax deductible goodwill resulted from the portion of the acquisition that was treated as non-taxable. We acquired an intangible asset that was assigned to customer relationships of $160.1 million (15 year life). The 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. The acquired business contributed revenue of $45.5 million and an operating income of $4.6 million, which excludes transaction related costs, to our consolidated results from the date of acquisition through December 31, 2017. We recorded transaction related costs related to the acquisition of Southern Light for the year ended December 31, 2017 of $14.8 million within transaction related and other costs on the Consolidated Statement of Income. The acquisition of Southern Light was structured in a manner such that Southern Light ended up being owned by a subsidiary of ours with a pre-existing valuation allowance primarily related to deferred tax assets associated with net operating loss carryforwards. The acquisition of Southern Light also resulted in a change to our assessment of the need for a valuation allowance against these deferred tax assets, which resulted in a decrease to the valuation allowance of $8.0 million. The decrease in valuation allowance was recorded as an income tax benefit during the year ended December 31, 2017. Hunt Telecommunications, LLC On July 3, 2017, we acquired 100% of the outstanding equity of Hunt for $129.3 million in cash and 1.6 million common units in the Operating Partnership with an acquisition date fair value of $41.6 million. Additional contingent consideration of up to $17 million, with an acquisition date fair value of $16.4 million, may be paid upon the achievement of certain financial revenue milestones by delivering shares of our common stock. See Note 7 . See Note 14 (thousands) Property, plant and equipment $ 59,682 Cash and cash equivalents 3,181 Accounts receivable 4,906 Other assets 413 Goodwill 99,580 Intangible assets 73,000 Accounts payable, accrued expenses and other liabilities (3,741 ) Deferred revenue (6,036 ) Deferred income taxes (43,550 ) Capital lease obligations (164 ) Total purchase consideration $ 187,271 During the first quarter of 2018, the purchase price allocation was adjusted to record certain deferred revenues and accrued liabilities that existed at the date of acquisition. Deferred revenue and accrued liabilities increased $2.2 million and $1.2 million, respectively. During the second quarter of 2018, the purchase price allocation was adjusted to record $3.2 million of deferred tax liabilities that existed at the date of acquisition. The goodwill arising from the transaction is primarily attributable to the expansion of our fiber network through the complementary nature of Hunt’s fiber network to our existing fiber network, including anticipated incremental sales and cost savings. The goodwill is not expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $73 million (18 year life). The 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. The acquired business contributed revenue of $16.5 million and an operating income of $2.7 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2017. We recorded transaction related costs related to the acquisition of Hunt for the year ended December 31, 2017 of $5.9 million within transaction related and other costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the Southern Light and Hunt business combinations had occurred on January 1, 2016. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments, and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2016. Year Ended Year Ended (Thousands, except per share data) December 31, 2017 December 31, 2016 Pro forma revenue $ 980,303 $ 891,373 Pro forma net income (loss) 4,267 (2,482 ) Network Management Holdings LTD On January 31, 2017, we completed the acquisition of NMS. The Company accounted for the acquisition of NMS as an asset purchase. At close, NMS owned and operated 366 wireless communications towers in Latin America with an additional 105 build to suit tower sites under development. The NMS portfolio spans three Latin American countries with 212 towers in Mexico, 54 towers in Nicaragua, and 100 towers in Colombia. The consideration for the 366 wireless towers in operation as of the transaction close date was $62.6 million, which was funded through cash on hand, and is presented in NMS asset acquisition on the Consolidated Statements of Cash Flows. NMS conducts its operations through three non-U.S. subsidiaries and the Company has determined that the functional currencies for the Mexican, Nicaraguan and Colombian subsidiaries are the Mexican Peso, U.S. Dollar and Colombian Peso, respectively. The non-U.S. subsidiaries in which NMS conducts its operations are subject to income tax in the jurisdictions in which they operate. The acquisition did not result in a step up in tax basis under local law. The Company recorded a net deferred tax liability of $18.4 million and a liability for unrecognized tax benefits of $5.3 million in connection with the acquisition. The deferred tax liability is primarily related to the excess of the recorded amounts for Property, Plant and Equipment and Intangibles over their respective historical tax bases. Under the terms of the purchase agreement, we will acquire the towers under development when construction is completed. The NMS towers are reflected in our Towers segment. See Note 14 . The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 36,417 Accounts receivable 2,826 Other assets 1,623 Intangible assets 52,437 Accounts payable, accrued expenses and other liabilities (8,895 ) Intangible liabilities (3,440 ) Deferred income taxes (18,403 ) Total purchase consideration $ 62,565 Of the $52.4 million of acquired intangible assets, $37.4 million was assigned to tenant contracts (22 year life), $13.5 million was assigned to network (22 year life) and $1.5 million was assigned to acquired above-market leases (10 year life). The acquired below-market lease intangible liability of $3.4 million has a 10 year life. See Note 9 As discussed above, the Company completed the sale of the Uniti Towers’ Latin America business on April 2, 2019. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 7. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative instruments, contingent consideration, our outstanding notes and other debt, and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at December 31, 2019 and 2018: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2019 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,998,721 $ — $ 1,998,721 $ — Senior secured notes - 6.00% , due April 15, 2023 528,000 — 528,000 — Senior unsecured notes - 8.25%, due October 15, 2023 971,250 — 971,250 — Senior unsecured notes - 7.125%, due December 15, 2024 511,500 — 511,500 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 309,638 — 309,638 — Senior secured revolving credit facility, variable rate, due April 24, 2022 574,961 — 574,961 — Derivative liability 23,679 — 23,679 — Contingent consideration 11,507 — — 11,507 Total $ 4,929,256 $ — $ 4,917,749 $ 11,507 (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 Notes and other debt was $ 5.23 current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative instruments are carried at fair value. See Note 9 . The fair value of our interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both Uniti 's own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative instruments fall within Level 2 of the fair value hierarchy; however the associated credit valuation adjustments utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by the Company and its counterparties. As of December 31, 201 9 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative instruments valuation in Level 2 of the fair value hierarchy. Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes (see Note 11) 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. As part of the acquisition of Hunt on July 3, 2017, we may be obligated to pay contingent consideration (the “Hunt Contingent Consideration”) upon the achievement of certain defined revenue milestones. The fair value of the Hunt Contingent Consideration was determined using the closing price of our common shares in the active market and probability of expected dividends and is classified as Level 3. 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. As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones; therefore, we recorded the estimated fair value of future contingent consideration of $11.5 million as of December 31, 2019. The fair value of the contingent consideration as of December 31, 2019, was determined using a discounted cash flow model and probability adjusted estimates of the operational milestones and is classified as Level 3. During the years ended December 31, 2019 and 2018, we paid $29.6 million and $32.3 million, respectively, for the achievement of certain milestones in accordance with the Tower Cloud merger agreement. Changes in the fair value of contingent consideration will be recorded in our Consolidated Statement of Income in the period in which the change occurs. For the year ended December 31, 2019, there was a $28.5 million decrease in the fair value of the contingent consideration that was recorded in Other (income) expense on the Consolidated Statements of Income. The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2018 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2019 Contingent consideration $ 83,401 $ — $ (28,463 ) $ (43,431 ) $ 11,507 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2019 December 31, 2018 Land Indefinite $ 28,337 $ 29,304 Building and improvements 3 - 40 years 355,225 340,238 Real property interests See Note 3 3,308 34,878 Poles 30 years 258,535 248,989 Fiber 30 years 3,456,398 3,005,304 Equipment 5 - 7 years 293,427 256,838 Copper 20 years 3,792,366 3,721,649 Conduit 30 years 89,770 89,692 Tower assets 20 years 170,063 120,073 Finance lease assets See Note 3 129,900 123,017 Construction in progress See Note 3 89,007 137,585 Other assets 15 - 20 years 11,591 11,524 Corporate assets 3 - 7 years 5,552 4,214 8,683,479 8,123,305 Less accumulated depreciation (5,273,534 ) (4,914,299 ) Property, plant and equipment, net $ 3,409,945 $ 3,209,006 Finance lease assets above represent fiber leases, where we have the exclusive, unrestricted, and indefeasible right to use one, a pair, or more strands of fiber of a fiber cable. Depreciation expense for the years ended December 31, 2019, 2018, and 2017 was $377.3 million, $ 425.2 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 9. 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. We are party to 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 $2.04 billion and mature on October 24, 2022. The weighted average fixed rate paid is 2.105%, and the variable rate received resets monthly to the one-month LIBOR subject to a minimum rate of 1.0%. The Company does not currently have any master netting arrangements related to its derivative contracts. The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2019 December 31, 2018 Interest rate swaps Derivative asset $ - $ 31,043 Interest rate swaps Derivative liability $ 23,679 $ - As of December 31, 2019, all of the interest rate swaps were valued in net unrealized loss positions and recognized as a liability balance within the derivative liability on the Consolidated Balance Sheets. As of December 31, 2018, all of the interest rate swaps were valued in net unrealized gain positions and recognized as an asset balance within the derivative asset on the Consolidated Balance Sheets. For the years ended December 31, 2019, 2018 and 2017, the amount recorded in other comprehensive income related to the derivative instruments was $51.3 million unrealized loss, reclassified out of other comprehensive income into interest expense on our Consolidated Statement of Income for the years ended December 31, 201 9 , 201 8 and 201 7 was $ 3.3 million interest benefit , $ 2.6 million interest expense and $ 20.6 million interest expense , respectively. For the years ended December 31, 2019, 2018 and 2017 , there were no ineffective portions of the change in fair value derivatives. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. As result of the repayment of the Company’s term loan facility in February of 2020 (see Note 22), the Company entered into receive-fixed interest rate swaps (the “Replacement Swaps”) to offset its existing pay-fixed interest rate swaps (the “Existing Swaps”) that were designated as cash flow hedges of interest payments initially associated with the term loan . On February 10, 2020, the Company discontinued hedge accounting on its Existing Swaps as the hedge accounting requirements were no longer met. Amounts in accumulated other comprehensive (loss) income associated with the Existing Swaps as of the date of dedesignation, will be reclassified to interest expense as the hedged interest payments impact earnings. The net effect of these offsetting interest rate swaps will result in a monthly cash outflow of approximately $1.1 million through October 2022. Exchangeable Notes Hedge Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes ( see Note 10 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 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 Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 10. Goodwill and Intangible Assets Changes in the carrying amount of goodwill occurring during the year ended December 31, 2019 and 2018, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2017 $ 673,729 $ 673,729 Goodwill purchase accounting adjustments 7,446 7,446 Goodwill associated with 2018 acquisitions 11,210 11,210 Goodwill at December 31, 2018 692,385 692,385 Goodwill purchase accounting adjustments (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions and dispositions, net (444 ) (444 ) Goodwill at December 31, 2019 $ 690,672 $ 690,672 The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2019 December 31, 2018 Cost Cumulative Translation Adjustment Accumulated Amortization Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Finite life intangible assets: Customer lists 450,603 - (93,794 ) 451,997 - (69,393 ) In-place lease 50,705 (845 ) - - - Tenant contracts - - - 37,386 411 (3,293 ) Network(1) - - - 13,541 144 (1,192 ) Rights of Way 124,696 - (1,386 ) - - - Acquired below-market leases - - - 1,509 - (289 ) Total intangible assets 628,004 506,988 Less: Accumulated amortization (96,025 ) (74,167 ) Total intangible assets, net $ 531,979 $ 432,821 Finite life intangible liabilities: Acquired above-market leases $ - $ - $ - $ 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 as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. The Company has commenced a wind down of our Consumer CLEC Business, estimated to be completed during the second quarter of 2020. As such, we have accelerated the amortization of the related customer list intangible asset. As of December 31, 2019, the CLEC customer list intangible list asset had a carrying value of $0.8 million. As of December 31, 2019, the remaining weighted average amortization period of the Company’s intangible assets was 20.4 million and |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 11. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2019 December 31, 2018 Principal amount $ 5,224,747 $ 4,965,808 Less unamortized discount, premium and debt issuance costs (207,068 ) (119,575 ) Notes and other debt less unamortized discount and debt issuance costs $ 5,017,679 $ 4,846,233 Notes and other debt at December 31, 2019 and 2018 consisted of the following: December 31, 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 5.66% $ 2,044,728 $ (74,523 ) $ 2,065,808 $ (70,337 ) Senior secured notes - 6.00% (discount is based on imputed interest rate of 6.49% 550,000 (5,633 ) 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 (28,808 ) 1,110,000 (34,900 ) Senior unsecured notes - 7.125%, due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (6,304 ) 600,000 (7,222 ) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%) 345,000 (85,272 ) - - Senior secured revolving credit facility, variable rate, due April 24, 2022 575,019 (6,528 ) 640,000 - Total $ 5,224,747 (207,068 ) $ 4,965,808 $ (119,575 ) At December 31, 2019, notes and other debt included the following: (i) $ 2.05 Credit Agreement Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Borrowers”) are party to the Credit Agreement, which as of December 31, 2019, provided for the Term Loan Facility (in an initial principal amount of $2.14 billion) and the Revolving Credit Facility (in an aggregate principal amount of up to $750 million). On February 10, 2020, in connection with the issuance of the 2025 Secured Notes and the effectiveness of the Sixth Amendment described below, the Borrowers repaid all $2.05 billion of outstanding term loans and repaid approximately $156.7 million of revolving loans (and terminated related commitments in an amount equal to $157.6 million). See Note 22. 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 presently bears interest at a rate equal to either a base rate plus an applicable margin ranging from 3.75% to 4.25% or a eurodollar rate plus an applicable margin ranging from 4.75% to 5.25%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. 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 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 December 31, 2019, the Borrowers were in compliance with all of the covenants under the Credit Agreement. However, we would be in breach of the requirement to deliver audited financial statements without a going concern opinion if we are unable to provide 2019 audited financial statements without a going concern opinion to lenders under our Credit Agreement by March 30, 2020. 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 March 1 8 , 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, 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. 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. On February 10, 2020, 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 2019 audited financial statements. The limited waiver was issued in connection with an amendment (the “Sixth Amendment”) to our Credit Agreement. In addition to the restrictions imposed by the Fourth Amendment discussed above, which remain effective, the Sixth Amendment also limits the ability of our non-guarantor subsidiaries to incur indebtedness. The Sixth Amendment increased the interest rate on our revolving facility by 100 bps for each applicable rate. As amended, borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 3.75% to 4.25% or a eurodollar rate plus an applicable margin ranging from 4.75% to 5.25%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. See Note 22. The Notes The Borrowers, as co-issuers, have outstanding $550 million aggregate principal amount of the 2023 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 2023 Secured Notes and the 2023 Notes are guaranteed by the Company and the Subsidiary Guarantors. The Operating Partnership and its wholly-owned subsidiaries, CSL Capital, LLC and Uniti Fiber, as co-issuers, have outstanding $600 million aggregate principal amount of the 2024 Notes, of which $400 million was originally issued on December 15, 2016 at an issue price of 100% of par value and the remaining $200 million of which was issued on May 8, 2017 at an issue price of 100.50% of par value under a separate indenture and was mandatorily exchanged on August 11, 2017 for 2024 Notes issued as “additional notes” under the indenture governing the 2024 Notes. The 2024 Notes are guaranteed by the Company, Uniti Group Finance Inc. and the Subsidiary Guarantors. On February 10, 2020, the Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber, as co-issuers, issued $2.25 billion aggregate principal amount of the 2025 Secured Notes at an issue price of 100% of par value. See Note 22. 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 Exchangeable Notes, at any time, 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, 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. Uniti Fiber may not otherwise redeem the Exchangeable 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 Exchangeable Notes for certain specified periods, Uniti Fiber may redeem all or a portion of the Exchangeable 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 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 Consolidated Statements of Income. For the year ended December 31, 2019, 2018 and 2017, we recognized $16.2 million, $14.7 million and $13.6 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs. Aggregate annual maturities of our long-term obligations at December 31, 2019 are as follows: (Thousands) 2020 $ 21,080 2021 21,080 2022 2,577,587 2023 1,660,000 2024 945,000 Thereafter - Total $ 5,224,747 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation The Company’s Board of Directors adopted the Uniti Group Inc. 2015 Equity Incentive Plan (the “Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units. Restricted Awards During the year ended December 31, 2019, the Company granted 833,448 shares of restricted stock to employees, which had a fair value of $12.5 million as of the date of grant. We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31, 2019, there were 3,965,734 shares available for future issuance under the Equity Plan. The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2018 667,628 $ 18.03 Granted 833,448 $ 11.62 Forfeited (22,042 ) $ 14.71 Vested (356,949 ) $ 17.92 Unvested balance, December 31, 2019 1,122,085 $ 16.09 $ 9,212 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2019. The market value as of December 31, 2019 was $8.21 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2019, the final trading day of 2019. During the year ended December 31, 2018, there were 396,705 shares of restricted stock granted with a weighted-average fair value of $14.02 per share. During the year ended December 31, 2017, there were 234,294 shares of restricted stock granted with a weighted-average fair value of $25.56 per share. The total fair value of shares vested for the years ended December 31, 2019, 2018 and 2017 was $6.4 million, $6.9 million and $2.9 million, respectively. As of December 31, 2019, total unrecognized compensation expense on restricted awards was approximately $11.4 million, and the expense is expected to be recognized over a weighted average vesting period of 1.2 years. Performance Awards The Company grants long-term incentives to members of management in the form of performance-based restricted stock units (“PSUs”) under the Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified performance goals, over a specified performance period, and may range from 0% to 200% of the target shares. The PSUs have a service condition that will expire at the end of the three-year On April 4, 2019, we issued 255,517 PSUs equal to 100% of the target amount, with an aggregate fair value of $4.9 million on the grant date. The PSUs, in addition to a service condition, are subject to the Company’s performance versus the total return of the MSCI US REIT Index and a triple-net lease peer group, as defined by the Compensation Committee. Upon evaluating the results of the market conditions, the final number of shares is determined, and such shares vest based on satisfaction of the service condition. The PSUs are amortized on a straight-line basis over the vesting period. During the year ended December 31, 2019, no PSUs were forfeited due to termination of service. The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2018 363,204 $ 23.35 Granted 255,517 $ 18.99 Forfeited (25,415 ) $ 20.71 Vested (76,245 ) $ 20.71 Unvested balance, December 31, 2019 517,061 $ 21.72 $ 4,245 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2019. The market value as of December 31, 2019 was $8.21 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2019, the final trading day of 2019. During the year ended December 31, 2018, there were 169,549 PSUs granted with a weighted-average fair value of $19.30 per share. During the year ended December 31, 2017, there were 91,995 PSUs granted with a weighted-average fair value of $33.75 per share. As of December 31, 2019, total unrecognized compensation expense related to PSUs was approximately $5.1 million, and the weighted-average vesting period was 1.5 years. The fair value of each PSU award is estimated at the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield. Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Expected term (years) 3.0 3.0 3.0 Expected volatility 57.5 % 48.5 % 33.6 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 2.3 % 2.3 % 1.5 % Employee Stock Purchase Plan On May 17, 2018, our stockholders approved and adopted the Uniti Group Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes us to issue up to 2,000,000 shares of our common stock to any of our employees so long as the employee is employed on the first day of the applicable offering period. Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. Under the terms of the ESPP, employees can choose each plan period to have up to 15% of their annual base earnings, limited to $25,000 withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of its beginning-of-period or end-of-period market price. Under the ESPP, no shares were sold to employees during the year ended 2018. As of December 31, 2019, there were 1,916,713 shares available for future issuance under the ESPP. Year Ended December 31, 2019 2018 Expected term (years) 0.5 0.5 Expected volatility 24.0 % 37.0 % Expected annual dividend 2.1 % 11.3 % Risk free rate 2.1 % 2.1 % For the years ended December 31, 2019, 2018 and 2017, we recognized $10.8 million, $ 8.1 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 13. Earnings Per Share Our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also issue PSUs that contain forfeitable rights to receive dividends and are therefore considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. During the year ended December 31, 2017, approximately 76,000 PSUs were excluded from the computation of diluted net loss per share because their effect is anti-dilutive as a result of our net loss for the period. Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3 0.0001 See Note 19 ), 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 year ended December 31, 2019 is calculated based on the shares outstanding from the issuance date through December 31, 2019. The dilutive effect of the Exchangeable Notes ( see Note 11 ) 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 the number of weighted average shares. The dilutive effect of the Warrants ( see Note 8 As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones. See Note 6 . 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. The arrangement provides Uniti the option to cash settle, and it is our policy to settle 100% of the obligation in cash upon the achievement of the defined milestones. As such, there is no impact to our share count for the purposes of the earnings per share calculation. See the accompanying table for the impact. The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2019 2018 2017 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 10,582 $ 16,187 $ (9,439 ) Less: Income allocated to participating securities (549 ) (2,594 ) (1,509 ) Dividends declared on convertible preferred stock (656 ) (2,624 ) (2,624 ) Amortization of discount on convertible preferred stock (993 ) (2,980 ) (2,980 ) Net income (loss) attributable to common shares $ 8,384 $ 7,989 $ (16,552 ) Denominator: Basic weighted-average common shares outstanding 187,358 176,169 168,693 Basic earnings (loss) per common share $ 0.04 $ 0.05 $ (0.10 ) Year Ended December 31, (Thousands, except per share data) 2019 2018 2017 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 10,582 $ 16,187 $ (9,439 ) Less: Income allocated to participating securities (549 ) (1,665 ) (1,509 ) Dividends declared on convertible preferred stock (656 ) (2,624 ) (2,624 ) Amortization of discount on convertible preferred stock (993 ) (2,980 ) (2,980 ) Impact on if-converted dilutive securities — — — Mark-to-market gain on share settled contingent consideration arrangements — (1,433 ) (4,944 ) Net income (loss) attributable to common shares $ 8,384 $ 7,485 $ (21,496 ) Denominator: Basic weighted-average common shares outstanding 187,358 176,169 168,693 Contingent consideration (See Note 5) — 645 296 Impact on if-converted dilutive securities — — — Effect of dilutive non-participating securities — 257 — Weighted-average shares for dilutive earnings per common share 187,358 177,071 168,989 Dilutive earnings (loss) per common share $ 0.04 $ 0.04 $ (0.13 ) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 14. Segment Information O ur management, including our chief executive officer, who is our chief operating decision maker, manages our operations as operating business segments in addition to our corporate operations and include: Leasing : Represents a component of our REIT operations and includes 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. During 2019, the Company completed the sale of substantially all of its ground lease business located across the United States . See Note 6. In February 2020, we entered into a definitive agreement to sell 486 of our U.S. towers located across 32 states for total cash consideration of approximately $190 million, subject to adjustments. See Note 22 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 office and shared service 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, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our new enterprise resource planning system, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar items. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however, we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP . Selected financial data related to our segments is presented below for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 716,640 $ 315,605 $ 14,693 $ 10,673 $ - $ 1,057,611 Adjusted EBITDA $ 711,119 $ 126,754 $ (595 ) $ 1,955 $ (26,494 ) $ 812,739 Adjusted EBITDA margin 99.2 % 40.2 % (4.0 %) 18.3 % - 76.8 % Less: Interest expense, net 390,112 Depreciation and amortization 282,107 114,566 6,474 1,879 728 405,754 Other income, net (24,219 ) Transaction related and other costs 43,708 Gain on sale of real estate (28,995 ) Stock-based compensation 10,808 Income tax expense 4,663 Net income $ 10,908 Capital expenditures (1) $ 338,543 $ 233,506 $ 99,234 $ - $ 15 $ 671,298 Year Ended December 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 699,847 $ 289,239 $ 14,617 $ 13,931 $ - $ 1,017,634 Adjusted EBITDA $ 697,545 $ 123,389 $ 355 $ 3,353 $ (21,759 ) $ 802,883 Adjusted EBITDA margin 99.7 % 42.7 % 2.4 % 24.1 % - 78.9 % Less: Interest expense, net 319,591 Depreciation and amortization 337,126 105,651 6,704 1,994 275 451,750 Other income, net (4,504 ) Transaction related and other costs 17,410 Stock-based compensation 8,064 Income tax benefit (5,421 ) Other (552 ) Net income $ 16,545 Capital expenditures (1) $ 152,140 $ 199,689 $ 74,932 $ - $ 114 $ 426,875 Year Ended December 31, 2017 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 685,099 $ 202,791 $ 10,055 $ 18,087 $ - $ 916,032 Adjusted EBITDA $ 683,651 $ 83,987 $ (831 ) $ 4,556 $ (21,839 ) $ 749,524 Adjusted EBITDA margin 99.8 % 41.4 % (8.3 %) 25.2 % - 81.8 % Less: Interest expense, net 305,994 Depreciation and amortization 347,999 78,307 4,907 2,607 385 434,205 Other expense 11,284 Transaction related and other costs 38,005 Stock-based compensation 7,713 Income tax benefit (38,849 ) Net loss $ (8,828 ) Capital expenditures (1) $ - $ 152,918 $ 104,540 $ - $ 63 $ 257,521 (1) Segment capital expenditures represents capital expenditures, the Bluebird and NMS asset acquisitions (see Note 6) and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. Total assets by business segment as of December 31, 2019 and December 31, 2018 are as follows: December 31, (Thousands) 2019 2018 Leasing $ 2,341,734 $ 2,119,045 Fiber Infrastructure 2,362,267 2,194,311 Towers 235,888 231,749 Consumer CLEC 10,687 10,374 Corporate 66,424 37,458 Total of reportable segments $ 5,017,000 $ 4,592,937 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Litigation 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, Rejection . 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. 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 we believe Windstream would require approval from the applicable PUC and the FCC to cease providing service in those markets. As a result, although we can provide no assurances, we believe the probability of Windstream rejecting the Master Lease in bankruptcy to be remote. A rejection of the Master Lease, or even a temporary disruption in payments to us, would 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 avoid the imposition of liens on our properties and could impact our ability to fund other cash obligations, including dividends necessary to maintain REIT status, non-essential capital expenditures and our debt service obligations and could otherwise affect our ability to maintain REIT status. A rejection of the Master Lease by Windstream could result in an “event of default” under our Credit Agreement if we are unable to enter into a replacement lease that satisfies certain criteria set forth in the Credit Agreement 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. An acceleration of debt under our senior secured credit facilities due to an uncured “event of default” under our Credit Agreement would also result in an “event of default” under the terms of our outstanding notes. Such an “event of default” would give the holders of the applicable debt obligation the right to accelerate our repayment obligations relating to such debt. The Master Lease contains no provision that contemplates renegotiation of the lease and the bankruptcy court has no ability to unilaterally reset the rent or terms of the lease. In addition, our Credit Agreement prohibits us from amending the Master Lease in a manner that, among other provisions, pro forma for any such amendment, would result in our consolidated secured leverage ratio exceeding 5.00 to 1.00, and management has no intention to enter into a lease amendment that would violate our debt covenants. However, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring, including as a result of the adversary proceeding brought by Windstream related to the Master Lease if the Settlement is not implemented. Mediation . Uniti, Windstream and Windstream’s creditors have been engaged in mediation in the Windstream bankruptcy to resolve claims brought by Windstream against Uniti. We have recently announced an agreement in principle to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy. All litigation between Windstream and Uniti will be stayed while the parties negotiate and prepare the definitive documentation to implement the Settlement ( see Note 22 ). We are committed to seeking a successful resolution that would involve release of all claims against us and continuation of the Master Lease. Discussions among the parties to the mediation continue but, to date, no agreement has been reached, and we cannot predict if or when an agreement will be reached or what its impact or terms would be. Although we believe that a successful renegotiation of the Master Lease is in the interests of all parties, any such resolution could result in transfers of value to Windstream that could adversely affect our consolidated results of operations, liquidity, and financial condition. Recharacterization / Pending Master Lease Litigation . On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York against Uniti and certain of its affiliates, alleging¸ among other things, that (1) the Master Lease should be recharacterized as a financing arrangement, (2) 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, (3) the Master Lease is a lease of personal property and (4) Uniti has breached its non-competition obligations to Windstream under the Master Lease, each of which allegations is discussed in more detail below. As described above, the trial for the recharacterization claim has been stayed. Recharacterization Were the Bankruptcy Court to hold that the Master Lease should be recharacterized as a financing arrangement, it could significantly affect or even eliminate current payments to us under the Master Lease and could significantly affect 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). The Bankruptcy Court could determine that Windstream is the true owner of the property subject to the Master Lease, and we have argued that such property would be deemed to be owned by Windstream Holdings as the counterparty to the Master Lease and that Uniti would have a claim against Windstream Holdings that is secured by such property. Windstream has argued that such property would instead be owned by the operating subsidiaries that previously held it and that our claims would be against Windstream Holdings as the counterparty to the Master Lease. In such an event, the Bankruptcy Court would also determine if our claims are secured by an interest in the leased property. If the Bankruptcy Court were to determine that our claims are not secured by an interest in the leased property, our claims could be unsecured and structurally subordinated to the claims of creditors at Windstream Holdings’ subsidiaries, including Windstream Services. Windstream Services is the issuer of substantially all of Windstream’s debt obligations and certain of its operating subsidiaries guarantee such debt obligations. Were we to be treated as an unsecured creditor of Windstream Holdings, we would not be able to recover any value from Windstream Services or such other operating subsidiaries until all of their respective debt obligations have been satisfied and, in such event, the notes and the guarantees of the notes would only be secured on a first-priority basis by certain of our assets that do not constitute the property subject to the Master Lease. In the event of such an adverse determination, our ability to meet our debt and other obligations could be materially impaired. In addition, recharacterization of the Master Lease as a financing arrangement, depending on the findings of fact and law of, and remedies applied by, the Bankruptcy Court, could affect the U.S. federal income tax treatment of the Master Lease, our status as a REIT (see “Risk Factors—Risks Related to the Status of Uniti as a REIT—Recent developments surrounding Windstream could adversely affect our ability to continue to qualify as a REIT”) and could materially adversely affect our consolidated results of operations, liquidity, and financial condition. Constructive Fraudulent Transfer Master Lease for Personal Property Breach of Contract While the Windstream Master Lease litigation is currently stayed, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring. However, any adverse determination or judicial decision on one or more of the claims against us could materially adversely affect our consolidated results of operations, liquidity, and financial condition or, in certain circumstances, cause us to file for voluntary Chapter 11 protection. As discussed in Note 22, the Settlement, if effectuated, would result in mutual releases with respect to any and all liability related to any claims and causes of action that currently exist between Uniti and Windstream. As of the date of this Annual Report on Form 10-K, we are unable to determine what, if any, portion of the consideration to be paid to Windstream would be classified as settlement of litigation, and therefore, we have not recorded any liabilities associated with these claims in our Consolidated Balance Sheet. However, we could incur a loss related to the Settlement in future periods. In addition, pursuant to the Master Lease, Windstream has agreed to indemnify us for, among other things, any use, misuse, maintenance or repair by Windstream with respect to the Distribution Systems. Windstream is currently a party to various legal actions and administrative proceedings, including various claims arising in the ordinary course of its telecommunications business, which are subject to the indemnities provided by Windstream to us. If Windstream assumes the Master Lease, it would be obligated to honor all indemnification claims. If Windstream were to reject the Master Lease, any indemnification claims would be treated as unsecured claims, and, if that were to occur, there can be no assurance we would receive any indemnification payments from Windstream. While these actions and proceedings are not believed to be material, individually or in the aggregate, the ultimate outcome of these matters cannot be predicted. The resolution of any such legal proceedings, either individually or in the aggregate, could have a material adverse effect on Windstream’s business, financial position or results of operations, which, in turn, could have a material adverse effect on our business, financial position or results of operations if Windstream is unable to meet its indemnification obligations . 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 asserted 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 Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream. On September 26, 2019, the action was transferred to United States District Court for the District of Delaware. On November 18, 2019, SLF filed an amended complaint, adding allegations that Defendants also failed to fully disclose the risk that the Master Lease purportedly could be recharacterized as a financing instead of “true lease.” The amended complaint seeks compensatory and punitive damages, as well as reformation of the purchase agreement for the sale. On December 18, 2019, Defendants moved to dismiss the amended complaint in its entirety. That motion was fully briefed as of February 7, 20 20 , but no decision has been issued. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, we 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 Annual Report on Form 10-K, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our 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 “Safadi Action”). 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 into 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, we 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 Annual Report on Form 10-K, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Consolidated Balance Sheet. On December 6, 2019, Phil Queder 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 “Queder Action”). 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 into 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, we 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 Annual Report on Form 10-K, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Consolidated Balance Sheet. On December 23, 2019, Michael Avery 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 June 24, 2019 (the “Avery Action”). 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 into the Master Lease violated certain debt covenants of Windstream, which would have certain consequences for the Company’s liquidity. 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, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations. On March 9, 2020, the plaintiff in the Avery Action filed a notice of voluntary dismissal of the action without prejudice. As a result, we have not recorded any liabilities associated with these claims in our Consolidated Balance Sheet. On December 30, 2019, various putative shareholders of the Company filed motions to consolidate the Safadi, Queder, and Avery Actions and to appoint a lead plaintiff and lead counsel in the consolidated action. The Court has not yet ruled on those motions . 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 Commitments Bluebird Lease |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Note 16. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2019, 2018 and 2017: (Thousands) 2019 2018 2017 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ 30,042 $ 6,351 $ (6,102 ) Other comprehensive income (loss) before reclassifications (51,288 ) 21,626 (7,735 ) Amounts reclassified from accumulated other comprehensive income (3,324 ) 2,624 20,630 Net other comprehensive income (loss) (24,570 ) 30,601 6,793 Less: Other comprehensive income attributable to noncontrolling interest (1,128 ) 559 442 Balance at end of period (23,442 ) 30,042 6,351 Foreign currency translation gain (loss): Balance at beginning of period 63 1,470 (267 ) Translation adjustments — (1,440 ) 1,660 Amounts reclassified from accumulated other comprehensive income (63 ) — — Net other comprehensive income (loss) — 30 1,393 Less: Other comprehensive loss attributable to noncontrolling interest — (33 ) (77 ) Balance at end of period - 63 1,470 Accumulated other comprehensive income (loss) at end of period $ (23,442 ) $ 30,105 $ 7,821 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes We elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. Subject to the temporary restriction imposed by the waiver and amendment to our Credit Agreement (see Note 11), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, generally will be restricted. As a result, we recorded a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for 2019 undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America, as well as certain portions of Uniti Towers, as TRSs. TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax expense (benefit) for the years ended December 31, 2019, 2018 and 2017 as reported in the accompanying Consolidated Statements of Income was comprised of the following: Year Ended December 31, (Thousands) 2019 2018 2017 Current Federal $ 10,401 $ 674 $ 1,456 State 2,742 1,290 866 Foreign 2,948 - - Total current expense 16,091 1,964 2,322 Deferred Federal (9,378 ) (5,451 ) (36,956 ) State (2,050 ) (1,770 ) (3,837 ) Foreign - (164 ) (378 ) Total deferred expense (11,428 ) (7,385 ) (41,171 ) Total income tax expense (benefit) $ 4,663 $ (5,421 ) $ (38,849 ) An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2019 2018 2017 Income from continuing operations, before tax $ 15,571 $ 11,124 $ (47,667 ) Income tax at U.S. statutory federal rate 3,270 2,336 (16,687 ) Increases (decreases) resulting from: State taxes, net of federal benefit 407 (655 ) (429 ) Benefit of REIT status (2,188 ) (5,687 ) 8,836 Capitalized transaction costs - - (4,820 ) Change in valuation allowance - - (8,176 ) Adjustment of deferred tax balances 104 (26 ) (217 ) Permanent differences 122 41 60 Foreign taxes 2,948 (111 ) (378 ) Rate differential - (1,319 ) (17,038 ) Income tax expense (benefit) $ 4,663 $ (5,421 ) $ (38,849 ) The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status as a REIT and certain unrecognized tax benefits related to foreign taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2019 December 31, 2018 Deferred tax assets: Deferred revenue $ 25,507 $ 20,373 Accrued bonuses 4 298 Stock based compensation 1,123 823 Accrued expenses and other 75 857 Asset retirement obligation 1,068 1,458 Inventory reserve 322 544 Excess business interest expense 2,111 - Lease asset liability 19,264 - Other 1,387 904 Net operating loss carryforwards 116,736 92,443 Deferred tax assets 167,597 117,700 Valuation allowance - - Deferred tax assets, net of valuation allowance 167,597 117,700 Deferred tax liabilities: Property, plant and equipment $ (106,716 ) $ (97,651 ) Customer list intangible (46,164 ) (67,382 ) Other intangible amortization (15,486 ) (3,954 ) Right of use asset (18,012 ) - Deferred or prepaid costs (2,121 ) (1,147 ) Debt discount and interest expense (2,890 ) - Other (639 ) - Deferred tax liabilities $ (192,028 ) $ (170,134 ) Deferred tax liability, net $ (24,431 ) $ (52,434 ) As of December 31, 201 9 , the Company’s deferred tax assets were primarily the result of U.S. federal and state NOL carryforwards. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. Given the Company has significant deferred tax liabilities which are not limited by Sec. 269(a)(1) of the Code, management determined that sufficient positive evidence exists as of December 31, 2019, to conclude that it is more likely than not that all of its deferred tax assets are realizable, and therefore, no valuation allowance has been recorded. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc., which had federal We have total federal NOL carryforwards as of December 31, 2019 of approximately $165.2 million which will expire between 2026 and 2037, and approximately $290.4 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act. With the exception of Tower Cloud, Inc. and Uniti Fiber Holdings Inc., our 2016 returns remain open to examination. As Tower Cloud, Inc. and Uniti Fiber Holdings Inc. have NOLs available to carry forward, the applicable tax years will generally remain open to examination several years after the applicable loss carryforwards have been utilized or expire. The Company or its subsidiaries file tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and certain foreign jurisdictions. A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2019 2018 Balance at January 1 $ 3,036 $ 3,036 Additions related to acquisitions - - Additions for tax positions for the current year 1,734 - Additions for tax positions of prior years - - Reductions for tax positions of prior years (3,036 ) - Settlements - - Balance at December 31 $ 1,734 $ 3,036 The Company’s entire liability for unrecognized tax benefit would affect the annual effective tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as additional tax expense. The Company recorded $1.2 million of interest expense and penalties for the period ending December 31, 2019. The Company’s balance of accrued interest and penalties related to unrecognized tax benefits as of December 31, 2019 was $1.2 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 18. Supplemental Cash Flow Information Cash paid for interest expense and income taxes is as follows: Year Ended December 31, (Thousands) 2019 2018 2017 Cash payments for: Interest (net of capitalized interest) $ 344,464 $ 281,364 $ 276,071 Income Taxes $ 16,073 $ 1,688 $ 4,388 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 19. Capital Stock 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. 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 December 31, 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. On April 25, 2017, we issued 19.5 million shares of our common stock, par value $0.0001 per share. The shares were sold at a public offering price of $26.50, generating proceeds of approximately $518 million, before underwriter discounts and transaction costs. The Company used the proceeds from this offering to fund a portion of the cash consideration paid in connection with the acquisitions of Southern Light and Hunt that closed on July 3, 2017. We are authorized to issue up to 500,000,000 shares of voting common stock and 50,000,000 shares of preferred stock, of which 192,141,634 and 0 shares, respectively, were outstanding at December 31, 2019. We had 307,858,366 shares of voting common stock available for issuance at December 31, 2019. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2019 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 20. Dividends (Distributions) Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the years ended December 31, 2019, 2018, and 2017, our common stock distribution per share was $0.97, $2.40 and $2.40, respectively, characterized as follows: Year Ended December 31, 2019 (1) 2018 2017 Ordinary dividends $ 0.97 $ 1.53 $ 1.22 Non-dividend distributions - 0.87 1.18 Total $ 0.97 $ 2.40 $ 2.40 (1) Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 21. Employee Benefit Plan We sponsor a defined contribution plan under section 401(k) of the Internal Revenue Code, which covers employees who are 21 years of age and over. Under this plan, we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation. Employees vest in our contribution immediately. Our expense related to the plan recognized for the years ended December 31, 2019, 2018 and 2017 was $1.7 million, $1.2 million and We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section 301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22. Subsequent Events On March 2, 2020, Uniti and Windstream jointly announced that they have reached an agreement in principle (the “ Settlement Pursuant to the Settlement, Uniti and Windstream will agree to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those relating to Windstream’s Chapter 11 proceedings and the Master Lease. Under the Settlement, Uniti will agree to make a $400 million cash payment to Windstream in equal installments over 20 consecutive quarters beginning the first month after Windstream’s emergence at an annual interest rate of 9%, and Uniti may prepay any installments falling due on or after the first anniversary of the Settlement’s effective date (resulting in total payments ranging from $432-$490 million). Uniti will also transfer the proceeds from the sale of its common stock described below to Windstream. In exchange, Windstream will transfer to Uniti certain dark fiber indefeasible rights of use contracts and access rights to 1.8 million fiber strand miles leased by Windstream that is either unutilized or utilized for the dark fiber IRUs being transferred. Uniti will be required to pay Windstream $350 per route mile on any fiber strand miles that are sold above and beyond the fiber strand miles currently being utilized in connection with such dark fiber IRUs. In addition, Uniti will acquire certain Windstream-owned assets, including certain fiber IRU contracts. Windstream and Uniti will also agree to bifurcate the Master Lease into two structurally similar, but independent, agreements to govern the ILEC and CLEC facilities, respectively (collectively, the “ New Leases Pursuant to the Settlement, Uniti will agree to fund up to an aggregate $1.75 billion in growth capital improvements in long-term fiber and related assets in certain ILEC and CLEC properties (the “ Growth Capital Improvements Rent Rate Pursuant to the Settlement, if Windstream is not in compliance with the terms and conditions of the New Leases, Uniti will not be required to fund Growth Capital Improvements. In the event Uniti defaults or otherwise fails to timely satisfy its obligations under the New Leases and Windstream is in compliance with the terms of the New Leases, then Windstream has the right to deduct from the subsequent rent payment or payments, amounts otherwise owed to Windstream . In connection with the Settlement, Uniti also entered into binding letters of intent on March 2, 2020 (each, a “ Letter of Intent Settlement Common Stock one-year Finally, on March 2, 2020, Uniti, Windstream and certain of Windstream’s creditors (collectively with Uniti and Windstream, the “ Parties Plan Support Agreement Plan The Settlement is subject to negotiation and execution of definitive documentation and certain regulatory approvals and conditions precedent, including bankruptcy court approval and Uniti’s receipt of satisfactory “true lease” opinions confirming that the New Leases are “true leases” for U.S. federal income tax purposes. In February 2020, we entered into a definitive agreement to sell 486 $190.0 million . The definitive agreement includes a "go-shop" provision, which permits Uniti's Board of Directors and its advisors to solicit alternative proposals from third parties. Uniti will have the right to terminate the agreement to enter into a superior proposal subject to certain terms and conditions. On February 10, 2020, the Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber, as co-issuers, i On February 10, 2020, 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 2019 audited financial statements. The limited waiver was issued in connection with the Sixth Amendment to our Credit Agreement. In addition to the restrictions imposed by the Fourth Amendment discussed above, which remain effective, the Sixth Amendment also limits the ability of our non-guarantor subsidiaries to incur indebtedness. The Sixth Amendment increased the interest rate on our revolving facility by 100 bps for each applicable rate. As amended, borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 3.75 % to 4.25 % or a eurodollar rate plus an applicable margin ranging from 4.75 % to 5.25 %, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (unaudited) | Note 23. Quarterly Results of Operations (unaudited) Selected quarterly information for each of the four quarters in the year ended December 31, 2019: 2019 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 261,031 $ 264,414 $ 263,629 $ 268,537 Income (loss) before income taxes 6,546 47,390 (21,522 ) (16,843 ) Net income (loss) 2,492 39,547 (19,777 ) (11,354 ) Net income (loss) attributable to common shareholders 1,013 38,246 (19,470 ) (11,405 ) Basic earnings (loss) per common share $ 0.01 $ 0.21 $ (0.10 ) $ (0.06 ) Diluted earnings (loss) per common share $ 0.01 $ 0.20 $ (0.10 ) $ (0.06 ) Dividends declared per common share $ 0.05 $ 0.05 $ 0.05 $ 0.22 Selected quarterly information for each of the four quarters in the year ended December 31, 2018: 2018 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 246,915 $ 247,329 $ 252,636 $ 270,754 Income (loss) before income taxes 135 (6,239 ) 2,758 14,470 Net income (loss) 1,231 (3,593 ) 4,224 14,683 Net (loss) income attributable to common shareholders (870 ) (5,562 ) 2,075 12,346 Basic (loss) earnings per common share $ (0.00 ) $ (0.03 ) $ 0.01 $ 0.07 Diluted (loss) earnings per common share $ (0.01 ) $ (0.03 ) $ 0.01 $ 0.05 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Balance Sheets (Thousands, except par value) December 31, 2019 December 31, 2018 Assets: Cash and cash equivalents $ 43,423 $ 261 Other assets 291 - Total Assets $ 43,714 $ 261 Liabilities: Accrued other liabilities $ 564 $ 30 Dividends payable 42,519 111,265 Cash distributions and losses in excess of investments in consolidated subsidiaries 1,567,499 1,388,036 Total liabilities 1,610,582 1,499,331 Convertible Preferred Stock , Series A, $0.0001 - 86,508 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: 192,142 shares at December 31, 2019 and 180,536 at December 31, 2018 19 18 Additional paid-in capital 951,295 757,517 Accumulated other comprehensive (loss) income (23,442 ) 30,105 Distributions in excess of accumulated earnings (2,494,740 ) (2,373,218 ) Total Uniti shareholders' deficit (1,566,868 ) (1,585,578 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 43,714 $ 261 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Comprehensive Income Year Ended December 31, (Thousands) 2019 2018 2017 Costs and Expenses: Interest expense $ - $ - $ 119,702 General and administrative expense 36 22 40 Transaction related costs 2,138 - - Other expense - - 9,253 Total costs and expenses 2,174 22 128,995 Operating loss (2,174 ) (22 ) (128,995 ) Earnings from consolidated subsidiaries 24,730 16,209 119,556 Income (loss) before income taxes 22,556 16,187 (9,439 ) Income tax expense 11,974 - - Net income (loss) attributable to shareholders 10,582 16,187 (9,439 ) Comprehensive (loss) income attributable to shareholders $ (42,639 ) $ 38,472 $ 4,751 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Cash Flows Year Ended December 31, (Thousands) 2019 2018 2017 Cash flow from operating activities Net cash provided by (used in) operating activities $ 199,572 $ 425,771 $ (602,530 ) Cash flow from investing activities Proceeds from sale of real estate, net of cash 2,488 - - Net cash provided by (used in) investing activities 2,488 - - Cash flow from financing activities Principal payment on debt - - (5,270 ) Dividends paid (138,731 ) (426,094 ) (400,210 ) Proceeds from issuance of Notes 83,665 - 201,000 Borrowings under revolving credit facility - - 350,000 Payments under revolving credit facility - - (125,000 ) Payments of contingent consideration - - (18,791 ) Purchase of noncontrolling interests - - (560 ) Deferred financing costs - - (24,686 ) Payments for financing costs (2,895 ) - - Common stock issuance, net of costs 21,641 109,441 498,926 Net share settlement (1,834 ) (1,604 ) (1,836 ) Proceeds from sale of warrants 50,819 - - Payment for bond hedge option (70,035 ) - - Intercompany transactions, net (102,411 ) (109,441 ) - Employee stock purchase plan 883 - - Net cash (used in) provided by financing activities (158,898 ) (427,698 ) 473,573 Effect of exchange rates on cash and cash equivalents - - - Net increase (decrease) in cash and cash equivalents 43,162 (1,927 ) (128,957 ) Cash and cash equivalents at beginning of period 261 2,188 131,145 Cash and cash equivalents at end of period 43,423 261 2,188 Non-cash investing and financing activities: Settlement of convertible preferred stock, Series A Shares $ 87,500 $ - $ - Settlement of contingent consideration through non-cash consideration $ 11,178 $ - $ - See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Notes to Condensed Financial Statements Note 1. Background and Basis of Presentation Uniti Group Inc.’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes of Uniti and its subsidiaries included in Item 8 Financial Statements and Supplementary Data in this Annual Report on Form 10-K. Note 2. Subsidiary Transactions Investment in Subsidiaries During 2017, the parent company completed its reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of December 31, 2019, we are the sole general partner of the Operating Partnership and own approximately 98.2% of the partnership interests in the Operating Partnership. Dividends Cash dividends received from subsidiaries and recorded in Cash Flow from Operating Activities in the Condensed Statement of Cash Flows were $136.2 million, $426.1 million and $104.9 million for the year ended December 31, 2019, 2018 and 2017, respectively. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Account | Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts (dollars in thousands) Column A Column B Column C Column D Column E Additions Description Balance at Beginning of Period Charged to Cost and Expenses Charged to Other Deductions Balance at End of Period Valuation allowance for deferred tax assets: Year Ended December 31, 2019 $ - $ - $ - $ - $ - Year Ended December 31, 2018 $ - $ - $ - $ - $ - Year Ended December 31, 2017 $ 8,176 $ - $ - $ (8,176 ) $ - Allowance for Doubtful Accounts Year Ended December 31, 2019 $ 2,288 $ 1,140 $ - $ (685 ) $ 2,743 Year Ended December 31, 2018 $ 1,011 $ 1,333 $ - $ (56 ) $ 2,288 Year Ended December 31, 2017 $ 1,352 $ (86 ) $ 45 $ (300 ) $ 1,011 |
Schedule III - Real Estate Inve
Schedule III - Real Estate Investments and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate Investments and Accumulated Depreciation | Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2019 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Cost capitalized subsequent to acquisition (1) (3) Life on which Depreciation in Latest Income Description Encumbrances Initial cost to company (1) Improvements Carry Costs Gross Amount Carried at Close of Period (5) Accumulated Depreciation Date of Construction (2) Date Acquired (2) Statements is Computed Land $ — (1) (1) (1) $ 26,672 $ — (2) (2) Indefinite Building and improvements — (1) (1) (1) 333,272 175,093 (2) (2) 3 - 40 years Poles — (1) (1) (1) 258,535 185,907 (2) (2) 30 years Fiber — (1) (1) (1) 2,645,726 1,216,173 (2) (2) 30 years Equipment — (1) (1) (1) — — (2) (2) 5 -7 years Copper — (1) (1) (1) 3,792,366 3,370,043 (2) (2) 20 years Conduit — (1) (1) (1) 89,770 62,616 (2) (2) 30 years Towers — (1) (1) (1) 168,154 8,582 (2) (2) 20 years Finance lease assets — (1) (1) (1) 25,511 1,694 (2) (2) See Note 3 Real property interest — (1) (1) (1) 8,290 251 (2) (2) See Note 3 Other assets — (1) (1) (1) 11,747 2,570 (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 34,908 - (2) (2) See Note 3 (1) (2) (3) Tenant capital improvements (4) $ 164.7 (4) (5) Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2019 (dollars in thousands) 2019 2018 Gross amount at beginning $ 7,000,099 $ 6,603,480 Additions during period: Tenant capital improvements 164,742 153,615 Acquisitions 293,562 231,142 Other 26,736 18,439 Total additions 485,040 403,196 Deductions during period: Cost of real estate sold or disposed 90,188 6,577 Other - - Total deductions 90,188 6,577 Balance at end $ 7,394,951 $ 7,000,099 2019 2018 Gross amount of accumulated depreciation at beginning $ 4,739,126 $ 4,399,789 Additions during period: Depreciation 291,398 343,282 Other 1,767 (423 ) Total additions 293,165 342,859 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 9,362 3,522 Other - - Total deductions 9,362 3,522 Balance at end $ 5,022,929 $ 4,739,126 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) Consolidated Financial Statements are issued 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 of our revenue for the year ended December 31, 2019 was Prior to its bankruptcy filing described below, 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 relating to 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 its 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 a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York and is currently operating as a ‘‘debtor in possession’’ under supervision of the Bankruptcy Court. 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 (“PUC”) and the Federal Communications Commission (“FCC”) 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 transfers. 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 debt covenants and maintain our status as a REIT. We participated in mediation of these claims in Windstream’s bankruptcy. On March 2, 2020, Uniti and Windstream jointly announced that they have reached an agreement in principle to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s Bankruptcy. See Note 22. 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 the settlement is not effectuated, and 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 assurances Windstream has made with respect to the payment of rent, we believe that we have adequate liquidity to continue to fund our operations for twelve months after the issuance of the accompanying Consolidated Financial Statements absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease. Although management has concluded the probability of a rejection of the Master Lease to be remote (were our settlement to be rejected), 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 . In addition, 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 amending the Master Lease in a manner that would violate our debt covenants. On March 2, 2020, Uniti and Windstream jointly announced that the mediation has culminated in an agreement in principle (the “Settlement”) to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy. See Note 22. In connection with the Settlement, among other provisions, Windstream and Uniti have agreed to bifurcate the Master Lease into two structurally similar agreements to govern Windstream’s incumbent local exchange carrier (“ILEC”) and competitive local exchange carrier (“CLEC”) facilities, respectively (collectively, the “New Leases”). Parties to the New Leases include Windstream Holdings, Inc., Windstream Services, LLC, and its other relevant subsidiaries. The New Leases will be cross-guaranteed and cross-defaulted unless Windstream ceases to be the tenant, and the initial aggregate annual rent under the New Leases will be equal to the annual rent under the Master Lease currently in effect. The Settlement is subject to negotiation and execution of definitive documentation and certain regulatory approvals and conditions precedent, including bankruptcy court approval and Uniti’s U.S. federal income tax compliance. All litigation between Windstream and Uniti will be stayed while the parties negotiate and prepare the definitive documentation implementing the Settlement. However, if the conditions of the settlement are not satisfied, the litigation would be resumed. The Company has evaluated its ability to continue as a going concern in light of the Settlement, including the impact of the New Leases on our compliance with our debt covenants, noting that our Credit Agreement would prohibit us from entering into the New Leases that on a pro forma basis, would result in a consolidated secured leverage that exceeds 5.0 to 1.0. Furthermore, management has no intentions to structure the New Leases in a manner that would violate our debt covenants. However, there can be no certainty as to the satisfaction of the conditions precedent in the Settlement, the outcome of judicial decisions should litigation resume, and Windstream’s decision to assume or reject the Master Lease should the Settlement not become effective. 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 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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Use of Estimates | Use of Estimates |
Property, Plant and Equipment | Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 201 9 and 201 8 , the accumulated amortization of our finance lease assets was $ 24.3 million and $ million, respectively. Certain property, plant and equipment acquired as part of our spin-off from Windstream is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation will begin once the construction period has ceased and the related asset has been placed into service, in which it will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. |
Tenant Capital Improvements | Tenant Capital Improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Asset Retirement Obligations | Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2019 and 2018, our aggregate carrying amount of asset retirement obligations totaled $9.5 million and $10.4 million, respectively. During the years ended December 31, 2019 and 2018, we incurred liabilities of $0.6 million and $0.1 million related to asset retirement obligations, respectively. During the year s ended December 31, 201 9 , 201 8 , and 201 7 , we recognized $ 1.3 million , $ 0.9 million , and $ 4.4 million of accretion expense related to asset retirement obligations , respectively . |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivatives and Hedging Note 7 Note 9 |
Exchangeable Notes and Related Transactions | Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 11 . 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 11) 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 Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit. See Note 9. |
Intangible Assets | Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives with the exception of the customer list intangible assets related to our Consumer CLEC Business, which were brought over at carry-over basis at the time of Spin-Off, and are amortized using the sum-of-the-years’-digits method over their estimated useful lives |
Foreign Currency Translation | Foreign Currency Translation |
Transaction Related and Other Costs | Transaction Related and Other Costs to integrate an acquired business, including professional services, systems and data conversion, severance and retention bonuses payable to employees of an acquired business. In addition, other costs, such as costs incurred as a result of Windstream’s bankruptcy filing, costs associated with Windstream’s claims against us (see Note 15), and costs associated with the implementation of our new enterprise resource planning system are included within this line item on the Consolidated Statements of Income . |
Debt Issuance Costs | Debt Issuance Costs |
Revenue Recognition | Revenue Recognition As discussed in “Recently Issued Accounting Standards” in this Note 3, the Company adopted ASU No. 2016-02, Leases (“ASC 842”) on January 1, 2019. Prior to the adoption of ASC 842, the Company recognized leasing revenues on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing leasing income on a straight-line basis generally results in recognized revenues during the first half of the lease term in excess of cash amounts contractually due from our tenants, creating a straight-line rent receivable. We lease certain assets to Windstream under a triple-net lease, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) on January 1, 2018 (see Note 4). Prior to the adoption of Topic 606, t We evaluate the collectability of service receivables by considering a variety of factors. The Company typically does not require collateral. When the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related accounts receivable to the amount the Company reasonably believes is collectible. When appropriate, the Company also records reserves for bad debts for all other customers based on a variety of factors including the length of time the receivable is past due, the financial health of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, the Company adjusts its estimates of the recoverability of receivables as needed. At December 31, 2019 and 2018, the allowance recorded for service receivables was $2.7 million and $2.3 million, respectively. Consumer CLEC Business revenues are primarily derived from providing access to or usage of leased networks and facilities and are recognized over the period that the corresponding services are rendered to customers. Revenues derived from other telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as services are provided. Sales of customer premise equipment and modems are recognized when products are delivered to and accepted by customers. |
Straight-Line Revenue Receivable | Straight-Line Revenue Receivable line revenue receivable associated with the Master Lease in accordance with the transition provisions of ASC 842. At the date of adoption, due to uncertainties surrounding Windstream’s operations and liquidity, including uncertainties surrounding the outcome of Windstream’s pending litigation, we concluded that it was not probable that we would collect all future payments due to the Company over the initial term of the Master Lease . As a result, effective January 1, 2019, the Company recorded the Master Lease on a cash basis in accordance with ASC 842 and will not reflect a straight-line revenue receivable until a time at which collectability of all future rents is determined to be probable . At the adoption of ASC 842, we reflected the write off of the straight-line revenue balance as of January 1, 2019 as a $ 61.5 million adjustment to equity resulting from the change in accounting standard . |
Stock-Based Compensation | Stock-Based Compensation Note 12 |
Income Taxes | Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the temporary restriction imposed by the waiver and amendment to our Credit Agreement (see Note 11), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, generally will be restricted. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America, as well as certain portions of Uniti Towers, as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized The Company is subject to restrictions on distributions to its shareholders based on our Credit Agreement as amended. The restrictions permit the Company to make the minimum required distribution to maintain its status as a REIT, which is limited to 90% of our REIT taxable income. The restrictions will remain in place until a plan of reorganization for Windstream has become effective and other conditions related to the Company’s net leverage ratio are satisfied. Management believes that the requirements for a reversion will occur before the end of calendar year 2020. Further, upon reversion, the Company expects to make one or more distributions to its shareholders to ensure that it has distributed at least 100 % of its 2020 REIT taxable income. Therefore, the Company believes that the REIT will not incur federal or state income tax related to its 2020 tax year (other than certain local income taxes) and thus no deferred income taxes related to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases at the REIT should be recorded as of December 31, 2019. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $1.7 million recorded in deferred incomes taxes on our Consolidated Balance Sheet. The Company will be subject to a federal corporate level tax on any gain recognized from the sale of assets occurring within a five year recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. |
Business Combinations And Asset Acquisitions | Business Combinations and Asset Acquisitions Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition |
Noncontrolling Interest | Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the C onsolidated B alance S heets. |
Goodwill | Goodwill Intangibles-Goodwill and Other 2% We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Income not to exceed the carrying value of goodwill. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. As our concluded fair value of our Fiber Infrastructure reporting unit slightly exceeds carrying value, small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our expectations of average projected revenue growth percentage decrease by 4.0%, average projected EBITDA margin percentage decrease by 1.2% and/or average projected capital expenditures as a percentage of revenue increase by 3.9%, we may experience future impairment to goodwill (while other assumptions remain constant). Should we experience a deterioration in market factors such as stock prices or increased interest rates, a cost of capital increase in excess of 1.3% may result in future impairment. The market approach uses market data of comparable business and acquisition multiples paid in recent transactions to estimate fair value. Declines in acquisitions multiples of approximately 1.8% could affect the likelihood and amount of potential impairment. |
Earnings per Share | Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 1 3 . |
Concentration of Credit Risks | Concentration of Credit Risks are party to a Master Lease with Windstream from which substantially all of Uniti’s leasing revenues and operating cash flows are currently derived Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Master Lease or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us. In recent years, Windstream has experienced annual declines in its total revenue, sales and cash flow, and has had its credit ratings downgraded by nationally recognized credit rating agencies multiple times over the past 12 months. In addition, Windstream has been involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities relating to our spin-off from Windstream. On December 7, 2017, the entity issued a notice of acceleration to Windstream claiming that the alleged default had matured into an “event of default” and that the principal amount, along with accrued interest, of such securities was due and payable immediately. Windstream challenged the matter in federal court and a trial was held, in July 2018. In response to the adverse outcome, on February 25, 2019, Windstream filed a voluntary petition 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. While we believe that the Master Lease is essential to Windstream’s operations, it is difficult to predict what could occur in a restructuring, and 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 avoid the imposition of liens on our properties and could impact our ability to fund other cash obligations, including dividends necessary to maintain REIT status, non-essential capital expenditures and, in an extreme case, our debt service obligations. See Note 2 . A rejection by Windstream of the Master Lease or its inability or unwillingness to meet its rent and other obligations under the Master Lease could materially adversely affect our consolidated results of operations, liquidity, and financial condition, including our ability to service debt, comply with debt covenants and pay dividends to our stockholders as required to maintain our status as a REIT. See Note 2. Windstream’s stock is quoted on the OTC Markets under the ticker symbol “WINMQ.” Windstream is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended, but Windstream is not current in its reporting obligations. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Annual Report on Form 10-K. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Leases 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 Consolidated Statements of Income. From time to time we may 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 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 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. Where we are the lessee, 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 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 general and administrative and operating expense in our Consolidated Statements of Income. 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, the practical expedient in 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, Leases (Topic 842): Target Improvements Land Easement Practical Expedient for Transition to Topic 842 Leases 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) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2019 2018 2017 (1) Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 125,983 $ 132,361 $ 117,574 Enterprise and wholesale 66,545 63,519 36,542 E-Rate and government 89,430 74,752 43,021 Other 2,402 4,492 454 Fiber Infrastructure $ 284,360 $ 275,124 $ 197,591 Consumer CLEC 10,673 13,931 18,087 Total revenue from contracts with customers 295,033 289,055 215,678 Revenue accounted for under other applicable guidance 762,578 728,579 700,354 Total revenue $ 1,057,611 $ 1,017,634 $ 916,032 (1) As noted above, periods prior to January 1, 2018 have not been adjusted under the modified retrospective method. |
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 December 31, 2019 $ 11,535 $ 12,717 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the year ended December 31, 2019 is as follows: (Thousands) Year Ended December 31, 2019 Lease income - operating leases $ 762,578 |
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: Operating Leases (Thousands) December 31, 2019 (1) December 31, 2018 (2) 2020 $ 734,978 $ 693,596 2021 729,380 696,713 2022 731,674 699,561 2023 734,804 702,663 2024 737,919 705,800 Thereafter 4,305,079 4,001,151 Total lease receivables $ 7,973,834 $ 7,499,484 (1) (2) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor as of December 31, 2019 are summarized as follows: (Thousands) December 31, 2019 Land $ 27,392 Building and improvements 341,096 Real property interest - Poles 258,535 Fiber 2,836,939 Equipment 419 Copper 3,792,366 Conduit 89,770 Tower assets 168,453 Finance lease assets 10,279 Other assets 32,660 7,557,909 Less: accumulated depreciation (5,033,080 ) Underlying assets under operating leases, net $ 2,524,829 |
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 year ended December 31, 2019 is summarized as follows: (Thousands) Year Ended December 31, 2019 Depreciation expense for underlying assets under operating leases $ 293,899 |
Components of Lease Cost | The components of lease cost are presented within general and administrative expense and operating expense in our Consolidated Statements of Income for the year ended December 31, 2019 is as follows: (Thousands) Year Ended December 31, 2019 Finance lease cost Amortization of ROU assets $ 4,257 Interest on lease liabilities 4,209 Total finance lease cost 8,466 Operating lease cost 26,446 Short-term lease cost 1,894 Variable lease cost 316 Less sublease income (12,354 ) Total lease cost $ 24,768 |
Summary of Amounts Reported in Consolidated Balance Sheets for Leases | Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2019 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2019 Operating leases ROU asset, net Other assets, net $ 127,490 ROU liability Accounts payable, accrued expenses and other liabilities, net 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 129,900 ROU liability Finance lease obligations 52,994 Weighted-average remaining lease term Operating leases 11.8 years Finance leases 13.9 years Weighted-average discount rate Operating leases 9.7 % Finance leases 8.0 % |
Schedule of Other Information Related to Leases | Other information related to leases as of December 31, 2019 are as follows: (Thousands) Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 4,209 Operating cash flows from operating leases 27,835 Financing cash flows from finance leases 4,257 Non-cash items: New operating leases $ 43,593 New finance leases 3,432 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of December 31, 2019 are as follows: (Thousands) Operating Leases Finance Leases 2020 $ 26,620 $ 7,627 2021 24,530 6,868 2022 22,035 6,737 2023 19,815 6,717 2024 15,628 6,352 Thereafter 122,505 50,960 Total undiscounted lease payments $ 231,133 $ 85,261 Less: imputed interest (103,254 ) (32,267 ) Total lease liabilities $ 127,879 $ 52,994 |
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) 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 December 31, 2019 are as follows: (Thousands) Sublease Rentals 2020 $ 12,023 2021 12,077 2022 12,143 2023 12,304 2024 12,495 Thereafter 129,903 Total $ 190,945 |
Business Combinations, Asset _2
Business Combinations, Asset Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Bluebird Fiber Network | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | 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 and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 139,566 Intangible assets 175,401 Other assets 8,946 Accounts payable, accrued expenses and other liabilities (3,095 ) Total purchase consideration $ 320,818 |
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 as of the acquisition date: (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 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2017. Year Ended Year Ended (Thousands, except per share data) December 31, 2018 December 31, 2017 Pro forma revenue $ 1,054,192 $ 967,512 Pro forma net income (loss) 17,727 (6,763 ) |
Southern Light, LLC | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 279,467 Cash and cash equivalents 1,992 Accounts receivable 11,139 Other assets 1,287 Goodwill 319,508 Intangible assets 160,100 Accounts payable, accrued expenses and other liabilities (19,846 ) Deferred revenue (38,134 ) Deferred income taxes (9,892 ) Capital lease obligations (3,189 ) Total purchase consideration $ 702,432 |
Hunt Telecommunications, LLC | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 59,682 Cash and cash equivalents 3,181 Accounts receivable 4,906 Other assets 413 Goodwill 99,580 Intangible assets 73,000 Accounts payable, accrued expenses and other liabilities (3,741 ) Deferred revenue (6,036 ) Deferred income taxes (43,550 ) Capital lease obligations (164 ) Total purchase consideration $ 187,271 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2016. Year Ended Year Ended (Thousands, except per share data) December 31, 2017 December 31, 2016 Pro forma revenue $ 980,303 $ 891,373 Pro forma net income (loss) 4,267 (2,482 ) |
Network Management Holdings LTD | |
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 as of the acquisition date: (thousands) Property, plant and equipment $ 36,417 Accounts receivable 2,826 Other assets 1,623 Intangible assets 52,437 Accounts payable, accrued expenses and other liabilities (8,895 ) Intangible liabilities (3,440 ) Deferred income taxes (18,403 ) Total purchase consideration $ 62,565 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2019 and 2018: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2019 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,998,721 $ — $ 1,998,721 $ — Senior secured notes - 6.00% , due April 15, 2023 528,000 — 528,000 — Senior unsecured notes - 8.25%, due October 15, 2023 971,250 — 971,250 — Senior unsecured notes - 7.125%, due December 15, 2024 511,500 — 511,500 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 309,638 — 309,638 — Senior secured revolving credit facility, variable rate, due April 24, 2022 574,961 — 574,961 — Derivative liability 23,679 — 23,679 — Contingent consideration 11,507 — — 11,507 Total $ 4,929,256 $ — $ 4,917,749 $ 11,507 (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 Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2018 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2019 Contingent consideration $ 83,401 $ — $ (28,463 ) $ (43,431 ) $ 11,507 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2019 December 31, 2018 Land Indefinite $ 28,337 $ 29,304 Building and improvements 3 - 40 years 355,225 340,238 Real property interests See Note 3 3,308 34,878 Poles 30 years 258,535 248,989 Fiber 30 years 3,456,398 3,005,304 Equipment 5 - 7 years 293,427 256,838 Copper 20 years 3,792,366 3,721,649 Conduit 30 years 89,770 89,692 Tower assets 20 years 170,063 120,073 Finance lease assets See Note 3 129,900 123,017 Construction in progress See Note 3 89,007 137,585 Other assets 15 - 20 years 11,591 11,524 Corporate assets 3 - 7 years 5,552 4,214 8,683,479 8,123,305 Less accumulated depreciation (5,273,534 ) (4,914,299 ) Property, plant and equipment, net $ 3,409,945 $ 3,209,006 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2019 December 31, 2018 Interest rate swaps Derivative asset $ - $ 31,043 Interest rate swaps Derivative liability $ 23,679 $ - |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill occurring during the year ended December 31, 2019 and 2018, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2017 $ 673,729 $ 673,729 Goodwill purchase accounting adjustments 7,446 7,446 Goodwill associated with 2018 acquisitions 11,210 11,210 Goodwill at December 31, 2018 692,385 692,385 Goodwill purchase accounting adjustments (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions and dispositions, net (444 ) (444 ) Goodwill at December 31, 2019 $ 690,672 $ 690,672 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2019 December 31, 2018 Cost Cumulative Translation Adjustment Accumulated Amortization Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Finite life intangible assets: Customer lists 450,603 - (93,794 ) 451,997 - (69,393 ) In-place lease 50,705 (845 ) - - - Tenant contracts - - - 37,386 411 (3,293 ) Network(1) - - - 13,541 144 (1,192 ) Rights of Way 124,696 - (1,386 ) - - - Acquired below-market leases - - - 1,509 - (289 ) Total intangible assets 628,004 506,988 Less: Accumulated amortization (96,025 ) (74,167 ) Total intangible assets, net $ 531,979 $ 432,821 Finite life intangible liabilities: Acquired above-market leases $ - $ - $ - $ 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 as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 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 certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2019 December 31, 2018 Principal amount $ 5,224,747 $ 4,965,808 Less unamortized discount, premium and debt issuance costs (207,068 ) (119,575 ) Notes and other debt less unamortized discount and debt issuance costs $ 5,017,679 $ 4,846,233 Notes and other debt at December 31, 2019 and 2018 consisted of the following: December 31, 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 5.66% $ 2,044,728 $ (74,523 ) $ 2,065,808 $ (70,337 ) Senior secured notes - 6.00% (discount is based on imputed interest rate of 6.49% 550,000 (5,633 ) 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 (28,808 ) 1,110,000 (34,900 ) Senior unsecured notes - 7.125%, due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (6,304 ) 600,000 (7,222 ) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%) 345,000 (85,272 ) - - Senior secured revolving credit facility, variable rate, due April 24, 2022 575,019 (6,528 ) 640,000 - Total $ 5,224,747 (207,068 ) $ 4,965,808 $ (119,575 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2019 are as follows: (Thousands) 2020 $ 21,080 2021 21,080 2022 2,577,587 2023 1,660,000 2024 945,000 Thereafter - Total $ 5,224,747 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Assumptions used to Value Purchase Rights Granted Under ESPP | The following table summarizes the assumptions used to value the purchase rights granted under the ESPP during the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Expected term (years) 0.5 0.5 Expected volatility 24.0 % 37.0 % Expected annual dividend 2.1 % 11.3 % Risk free rate 2.1 % 2.1 % |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Awards | The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2018 667,628 $ 18.03 Granted 833,448 $ 11.62 Forfeited (22,042 ) $ 14.71 Vested (356,949 ) $ 17.92 Unvested balance, December 31, 2019 1,122,085 $ 16.09 $ 9,212 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2019. The market value as of December 31, 2019 was $8.21 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2019, the final trading day of 2019. |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance-based Restricted Stock Units Awards | The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2018 363,204 $ 23.35 Granted 255,517 $ 18.99 Forfeited (25,415 ) $ 20.71 Vested (76,245 ) $ 20.71 Unvested balance, December 31, 2019 517,061 $ 21.72 $ 4,245 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2019. The market value as of December 31, 2019 was $8.21 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2019, the final trading day of 2019. |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Expected term (years) 3.0 3.0 3.0 Expected volatility 57.5 % 48.5 % 33.6 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 2.3 % 2.3 % 1.5 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2019 2018 2017 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 10,582 $ 16,187 $ (9,439 ) Less: Income allocated to participating securities (549 ) (2,594 ) (1,509 ) Dividends declared on convertible preferred stock (656 ) (2,624 ) (2,624 ) Amortization of discount on convertible preferred stock (993 ) (2,980 ) (2,980 ) Net income (loss) attributable to common shares $ 8,384 $ 7,989 $ (16,552 ) Denominator: Basic weighted-average common shares outstanding 187,358 176,169 168,693 Basic earnings (loss) per common share $ 0.04 $ 0.05 $ (0.10 ) Year Ended December 31, (Thousands, except per share data) 2019 2018 2017 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 10,582 $ 16,187 $ (9,439 ) Less: Income allocated to participating securities (549 ) (1,665 ) (1,509 ) Dividends declared on convertible preferred stock (656 ) (2,624 ) (2,624 ) Amortization of discount on convertible preferred stock (993 ) (2,980 ) (2,980 ) Impact on if-converted dilutive securities — — — Mark-to-market gain on share settled contingent consideration arrangements — (1,433 ) (4,944 ) Net income (loss) attributable to common shares $ 8,384 $ 7,485 $ (21,496 ) Denominator: Basic weighted-average common shares outstanding 187,358 176,169 168,693 Contingent consideration (See Note 5) — 645 296 Impact on if-converted dilutive securities — — — Effect of dilutive non-participating securities — 257 — Weighted-average shares for dilutive earnings per common share 187,358 177,071 168,989 Dilutive earnings (loss) per common share $ 0.04 $ 0.04 $ (0.13 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 716,640 $ 315,605 $ 14,693 $ 10,673 $ - $ 1,057,611 Adjusted EBITDA $ 711,119 $ 126,754 $ (595 ) $ 1,955 $ (26,494 ) $ 812,739 Adjusted EBITDA margin 99.2 % 40.2 % (4.0 %) 18.3 % - 76.8 % Less: Interest expense, net 390,112 Depreciation and amortization 282,107 114,566 6,474 1,879 728 405,754 Other income, net (24,219 ) Transaction related and other costs 43,708 Gain on sale of real estate (28,995 ) Stock-based compensation 10,808 Income tax expense 4,663 Net income $ 10,908 Capital expenditures (1) $ 338,543 $ 233,506 $ 99,234 $ - $ 15 $ 671,298 Year Ended December 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 699,847 $ 289,239 $ 14,617 $ 13,931 $ - $ 1,017,634 Adjusted EBITDA $ 697,545 $ 123,389 $ 355 $ 3,353 $ (21,759 ) $ 802,883 Adjusted EBITDA margin 99.7 % 42.7 % 2.4 % 24.1 % - 78.9 % Less: Interest expense, net 319,591 Depreciation and amortization 337,126 105,651 6,704 1,994 275 451,750 Other income, net (4,504 ) Transaction related and other costs 17,410 Stock-based compensation 8,064 Income tax benefit (5,421 ) Other (552 ) Net income $ 16,545 Capital expenditures (1) $ 152,140 $ 199,689 $ 74,932 $ - $ 114 $ 426,875 Year Ended December 31, 2017 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 685,099 $ 202,791 $ 10,055 $ 18,087 $ - $ 916,032 Adjusted EBITDA $ 683,651 $ 83,987 $ (831 ) $ 4,556 $ (21,839 ) $ 749,524 Adjusted EBITDA margin 99.8 % 41.4 % (8.3 %) 25.2 % - 81.8 % Less: Interest expense, net 305,994 Depreciation and amortization 347,999 78,307 4,907 2,607 385 434,205 Other expense 11,284 Transaction related and other costs 38,005 Stock-based compensation 7,713 Income tax benefit (38,849 ) Net loss $ (8,828 ) Capital expenditures (1) $ - $ 152,918 $ 104,540 $ - $ 63 $ 257,521 (1) Segment capital expenditures represents capital expenditures, the Bluebird and NMS asset acquisitions (see Note 6) and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2019 and December 31, 2018 are as follows: December 31, (Thousands) 2019 2018 Leasing $ 2,341,734 $ 2,119,045 Fiber Infrastructure 2,362,267 2,194,311 Towers 235,888 231,749 Consumer CLEC 10,687 10,374 Corporate 66,424 37,458 Total of reportable segments $ 5,017,000 $ 4,592,937 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2019, 2018 and 2017: (Thousands) 2019 2018 2017 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ 30,042 $ 6,351 $ (6,102 ) Other comprehensive income (loss) before reclassifications (51,288 ) 21,626 (7,735 ) Amounts reclassified from accumulated other comprehensive income (3,324 ) 2,624 20,630 Net other comprehensive income (loss) (24,570 ) 30,601 6,793 Less: Other comprehensive income attributable to noncontrolling interest (1,128 ) 559 442 Balance at end of period (23,442 ) 30,042 6,351 Foreign currency translation gain (loss): Balance at beginning of period 63 1,470 (267 ) Translation adjustments — (1,440 ) 1,660 Amounts reclassified from accumulated other comprehensive income (63 ) — — Net other comprehensive income (loss) — 30 1,393 Less: Other comprehensive loss attributable to noncontrolling interest — (33 ) (77 ) Balance at end of period - 63 1,470 Accumulated other comprehensive income (loss) at end of period $ (23,442 ) $ 30,105 $ 7,821 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the years ended December 31, 2019, 2018 and 2017 as reported in the accompanying Consolidated Statements of Income was comprised of the following: Year Ended December 31, (Thousands) 2019 2018 2017 Current Federal $ 10,401 $ 674 $ 1,456 State 2,742 1,290 866 Foreign 2,948 - - Total current expense 16,091 1,964 2,322 Deferred Federal (9,378 ) (5,451 ) (36,956 ) State (2,050 ) (1,770 ) (3,837 ) Foreign - (164 ) (378 ) Total deferred expense (11,428 ) (7,385 ) (41,171 ) Total income tax expense (benefit) $ 4,663 $ (5,421 ) $ (38,849 ) |
Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate | An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2019 2018 2017 Income from continuing operations, before tax $ 15,571 $ 11,124 $ (47,667 ) Income tax at U.S. statutory federal rate 3,270 2,336 (16,687 ) Increases (decreases) resulting from: State taxes, net of federal benefit 407 (655 ) (429 ) Benefit of REIT status (2,188 ) (5,687 ) 8,836 Capitalized transaction costs - - (4,820 ) Change in valuation allowance - - (8,176 ) Adjustment of deferred tax balances 104 (26 ) (217 ) Permanent differences 122 41 60 Foreign taxes 2,948 (111 ) (378 ) Rate differential - (1,319 ) (17,038 ) Income tax expense (benefit) $ 4,663 $ (5,421 ) $ (38,849 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2019 December 31, 2018 Deferred tax assets: Deferred revenue $ 25,507 $ 20,373 Accrued bonuses 4 298 Stock based compensation 1,123 823 Accrued expenses and other 75 857 Asset retirement obligation 1,068 1,458 Inventory reserve 322 544 Excess business interest expense 2,111 - Lease asset liability 19,264 - Other 1,387 904 Net operating loss carryforwards 116,736 92,443 Deferred tax assets 167,597 117,700 Valuation allowance - - Deferred tax assets, net of valuation allowance 167,597 117,700 Deferred tax liabilities: Property, plant and equipment $ (106,716 ) $ (97,651 ) Customer list intangible (46,164 ) (67,382 ) Other intangible amortization (15,486 ) (3,954 ) Right of use asset (18,012 ) - Deferred or prepaid costs (2,121 ) (1,147 ) Debt discount and interest expense (2,890 ) - Other (639 ) - Deferred tax liabilities $ (192,028 ) $ (170,134 ) Deferred tax liability, net $ (24,431 ) $ (52,434 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2019 2018 Balance at January 1 $ 3,036 $ 3,036 Additions related to acquisitions - - Additions for tax positions for the current year 1,734 - Additions for tax positions of prior years - - Reductions for tax positions of prior years (3,036 ) - Settlements - - Balance at December 31 $ 1,734 $ 3,036 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Cash Paid For Interest Expense And Income Taxes | Cash paid for interest expense and income taxes is as follows: Year Ended December 31, (Thousands) 2019 2018 2017 Cash payments for: Interest (net of capitalized interest) $ 344,464 $ 281,364 $ 276,071 Income Taxes $ 16,073 $ 1,688 $ 4,388 |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the years ended December 31, 2019, 2018, and 2017, our common stock distribution per share was $0.97, $2.40 and $2.40, respectively, characterized as follows: Year Ended December 31, 2019 (1) 2018 2017 Ordinary dividends $ 0.97 $ 1.53 $ 1.22 Non-dividend distributions - 0.87 1.18 Total $ 0.97 $ 2.40 $ 2.40 (1) Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Quarterly Results of Operatio_2
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly information for each of the four quarters in the year ended December 31, 2019: 2019 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 261,031 $ 264,414 $ 263,629 $ 268,537 Income (loss) before income taxes 6,546 47,390 (21,522 ) (16,843 ) Net income (loss) 2,492 39,547 (19,777 ) (11,354 ) Net income (loss) attributable to common shareholders 1,013 38,246 (19,470 ) (11,405 ) Basic earnings (loss) per common share $ 0.01 $ 0.21 $ (0.10 ) $ (0.06 ) Diluted earnings (loss) per common share $ 0.01 $ 0.20 $ (0.10 ) $ (0.06 ) Dividends declared per common share $ 0.05 $ 0.05 $ 0.05 $ 0.22 Selected quarterly information for each of the four quarters in the year ended December 31, 2018: 2018 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 246,915 $ 247,329 $ 252,636 $ 270,754 Income (loss) before income taxes 135 (6,239 ) 2,758 14,470 Net income (loss) 1,231 (3,593 ) 4,224 14,683 Net (loss) income attributable to common shareholders (870 ) (5,562 ) 2,075 12,346 Basic (loss) earnings per common share $ (0.00 ) $ (0.03 ) $ 0.01 $ 0.07 Diluted (loss) earnings per common share $ (0.01 ) $ (0.03 ) $ 0.01 $ 0.05 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 Con_2
Basis of Presentation and Consolidation - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Product Information [Line Items] | |||
Consolidated secured leverage ratio | 500.00% | ||
Windstream | Revenue | |||
Product Information [Line Items] | |||
Master lease revenue percentage | 65.00% | 68.20% | 74.80% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jun. 28, 2019 | Jun. 25, 2019 | Mar. 18, 2019 | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated amortization of finance lease assets | $ 5,273,534,000 | $ 5,273,534,000 | $ 4,914,299,000 | |||||
Gain (loss) on disposition of property | 0 | |||||||
Depreciation expense | 377,300,000 | 425,200,000 | $ 415,900,000 | |||||
Impairment losses | 0 | 0 | 0 | |||||
Aggregate carrying amount of asset retirement obligations | 9,500,000 | 9,500,000 | 10,400,000 | |||||
Asset retirement obligations liabilities Incurred | 600,000 | 100,000 | ||||||
Asset retirement obligations accretion expense recognized | 1,300,000 | 900,000 | 4,400,000 | |||||
Debt instrument amount | 5,224,747,000 | 5,224,747,000 | 4,965,808,000 | |||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | ||||||
Allowance for service receivables | 2,700,000 | $ 2,700,000 | 2,300,000 | |||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | 90.00% | ||||||
Minimum percentage of taxable income to be distributed as dividend to maintain REIT status | 90.00% | |||||||
Minimum excepted percentage of 2020 REIT taxable income to be distributed as dividend to shareholders | 100.00% | |||||||
Income tax examination, description | We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | |||||||
Unrecognized tax benefit | 1,734,000 | $ 1,734,000 | 3,036,000 | $ 3,036,000 | ||||
Gain recognized from sale of assets after spinoff recognition period | 5 years | |||||||
Decrease in percentage of average projected revenue growth that could impact goodwill impairment | (4.00%) | |||||||
Decrease in percentage of average projected EBITDA that could impact goodwill impairment | (1.20%) | |||||||
Increase in percentage of average projected capital expenditure as percentage of revenue that could impact goodwill impairment | 3.90% | |||||||
Percentage of cost of capital in excess that could impact goodwill impairment | 1.30% | |||||||
Decrease in percentage of acquisition multiples that could impact goodwill impairment | (1.80%) | |||||||
Impact of change in accounting standard, net of tax | $ (61,826,000) | $ 1,859,000 | ||||||
Windstream | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Tenant funded capital improvements | 366,000,000 | $ 366,000,000 | ||||||
Windstream | Revenue | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Master lease revenue percentage | 65.00% | 68.20% | 74.80% | |||||
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 | $ 61,500,000 | |||||||
Impact of change in accounting standard, net of tax | 63,200,000 | |||||||
Right of use assets and lease liabilities | $ 1,700,000 | |||||||
Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Recurring fee charging period for use of company services | 10 years | |||||||
Maximum | Warrants | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | ||||||
Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Recurring fee charging period for use of company services | 3 years | |||||||
Exchangeable Notes | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt instrument amount | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | |||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | 4.00% | |||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||
Property Plant and Equipment, Net | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Tenant funded capital improvements | $ 698,800,000 | $ 698,800,000 | $ 562,900,000 | |||||
Deferred Incomes Taxes | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Unrecognized tax benefit | 1,700,000 | 1,700,000 | ||||||
Finance Lease Assets | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated amortization of finance lease assets | $ 24,300,000 | 24,300,000 | 15,800,000 | |||||
Tenant Capital Improvements | Master Lease | Windstream | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Leasing revenue | 29,000,000 | 23,100,000 | $ 14,300,000 | |||||
Depreciation expense | $ 29,000,000 | $ 23,100,000 | $ 14,300,000 | |||||
Fiber Infrastructure | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of fair value in excess of carrying value | 2.00% | 2.00% | 2.00% | 2.00% | ||||
Impairment loss | $ 0 | $ 0 | $ 0 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
ASC 2014-09 | |||
Revenue Recognition [Line Items] | |||
Increase in retained earnings | $ 1.9 | ||
Receivables from contracts with customers | $ 48.6 | $ 57.1 | |
Revenue recognized that was included in the contract liability | 4.7 | 14.7 | |
Future revenues under contract | 565.5 | ||
Contracts currently being invoiced | 467.2 | ||
Backlog for sales bookings | $ 98.3 | ||
Average remaining contract term of backlog sales bookings | 4 years 10 months 24 days | ||
ASC 2014-09 | General and Administrative Expense | |||
Revenue Recognition [Line Items] | |||
Impact of decrease in costs | (2.4) | ||
ASC 2014-09 | Other Assets | |||
Revenue Recognition [Line Items] | |||
Deferred Costs | 4.9 | $ 2.5 | |
ASU 2016-02 | |||
Revenue Recognition [Line Items] | |||
Lease receivables | $ 28.8 | $ 45.5 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | $ 295,033 | $ 289,055 | $ 215,678 | ||||||||
Total revenues | $ 268,537 | $ 263,629 | $ 264,414 | $ 261,031 | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | 1,057,611 | 1,017,634 | 916,032 |
Fiber Infrastructure | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 284,360 | 275,124 | 197,591 | ||||||||
Total revenues | 315,605 | 289,239 | 202,791 | ||||||||
Fiber Infrastructure | Lit Backhaul | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 125,983 | 132,361 | 117,574 | ||||||||
Fiber Infrastructure | Enterprise and Wholesale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 66,545 | 63,519 | 36,542 | ||||||||
Fiber Infrastructure | E-Rate and Government | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 89,430 | 74,752 | 43,021 | ||||||||
Fiber Infrastructure | Other | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 2,402 | 4,492 | 454 | ||||||||
Consumer CLEC | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 10,673 | 13,931 | 18,087 | ||||||||
Total revenues | 10,673 | 13,931 | 18,087 | ||||||||
ASU 2016-02 | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | $ 762,578 | $ 728,579 | $ 700,354 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Dec. 31, 2019USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2018 | $ 5,540 |
Balance, Contract Assets at December 31, 2019 | 11,535 |
Balance, Contract Liabilities at December 31, 2018 | 15,473 |
Balance, Contract Liabilities at December 31, 2019 | $ 12,717 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Dec. 31, 2019 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term for contracts currently billing | 2 years 2 months 12 days |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 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 | $ 1.2 |
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Lease income - operating leases | $ 762,578 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | [1] | Dec. 31, 2018 | [2] |
Leases [Abstract] | ||||
2020 | $ 734,978 | $ 693,596 | ||
2021 | 729,380 | 696,713 | ||
2022 | 731,674 | 699,561 | ||
2023 | 734,804 | 702,663 | ||
2024 | 737,919 | 705,800 | ||
Thereafter | 4,305,079 | 4,001,151 | ||
Total lease receivables | $ 7,973,834 | $ 7,499,484 | ||
[1] | Total future minimum lease payments to be received include $7.0 billion relating to the Master Lease with Windstream. | |||
[2] | Prior period amounts have not been adjusted under the modified retrospective transition approach. |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | [2] | |
Lessee Lease Description [Line Items] | ||||
Total future minimum lease payments to be received | $ 7,973,834 | [1] | $ 7,499,484 | |
Master Lease | ||||
Lessee Lease Description [Line Items] | ||||
Total future minimum lease payments to be received | $ 7,000,000 | |||
[1] | Total future minimum lease payments to be received include $7.0 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 | Dec. 31, 2019USD ($) |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | $ 7,557,909 |
Less: accumulated depreciation | (5,033,080) |
Underlying assets under operating leases, net | 2,524,829 |
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 | 341,096 |
Poles | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 258,535 |
Fiber | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 2,836,939 |
Equipment | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 419 |
Copper | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 3,792,366 |
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 | 168,453 |
Finance Lease Assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | 10,279 |
Other assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operating leases, gross | $ 32,660 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Depreciation expense for underlying assets under operating leases | $ 293,899 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of ROU assets | $ 4,257 |
Interest on lease liabilities | 4,209 |
Total finance lease cost | 8,466 |
Operating lease cost | 26,446 |
Short-term lease cost | 1,894 |
Variable lease cost | 316 |
Less sublease income | (12,354) |
Total lease cost | $ 24,768 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating leases | ||
ROU asset, net | $ 127,490 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | |
ROU liability | $ 127,879 | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilities | |
Finance leases | ||
ROU asset, gross | $ 129,900 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |
ROU liability | $ 52,994 | $ 55,282 |
Weighted-average remaining lease term | ||
Operating leases | 11 years 9 months 18 days | |
Finance leases | 13 years 10 months 24 days | |
Weighted-average discount rate | ||
Operating leases | 9.70% | |
Finance leases | 8.00% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | $ 4,209 | ||
Operating cash flows from operating leases | 27,835 | ||
Financing cash flows from finance leases | 4,257 | $ 5,946 | $ 3,237 |
Non-cash items: | |||
New operating leases | 43,593 | ||
New finance leases | $ 3,432 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 26,620 | |
2021 | 24,530 | |
2022 | 22,035 | |
2023 | 19,815 | |
2024 | 15,628 | |
Thereafter | 122,505 | |
Total undiscounted lease payments | 231,133 | |
Less: imputed interest | (103,254) | |
Total lease liabilities | 127,879 | |
2020 | 7,627 | |
2021 | 6,868 | |
2022 | 6,737 | |
2023 | 6,717 | |
2024 | 6,352 | |
Thereafter | 50,960 | |
Total undiscounted lease payments | 85,261 | |
Less: imputed interest | (32,267) | |
Total lease liabilities | $ 52,994 | $ 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 | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 12,023 |
2021 | 12,077 |
2022 | 12,143 |
2023 | 12,304 |
2024 | 12,495 |
Thereafter | 129,903 |
Total | $ 190,945 |
Business Combinations, Asset _3
Business Combinations, Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, shares in Millions | Aug. 30, 2019USD ($)mi | May 23, 2019USD ($) | Apr. 02, 2019USD ($) | Mar. 25, 2019USD ($) | Oct. 19, 2018USD ($) | Jul. 03, 2017USD ($)shares | Jan. 31, 2017USD ($)Tower | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||||
Net loss on sale of operations | $ 2,242 | |||||||||||||||||||
Goodwill | $ 692,385 | $ 690,672 | $ 692,385 | $ 673,729 | 690,672 | $ 692,385 | $ 673,729 | |||||||||||||
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) | 7,446 | ||||||||||||||||||
Total revenues | 268,537 | $ 263,629 | $ 264,414 | $ 261,031 | 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | 1,057,611 | 1,017,634 | 916,032 | |||||||||
Contingent consideration | 83,401 | 11,507 | 83,401 | 11,507 | 83,401 | |||||||||||||||
Deferred Tax Liabilities | 52,434 | 24,431 | 52,434 | 24,431 | 52,434 | |||||||||||||||
Unrecognized tax benefits | 3,036 | 1,734 | $ 3,036 | 3,036 | $ 1,734 | 3,036 | 3,036 | |||||||||||||
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 | |||||||||||||||||||
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 | $ 320,800 | |||||||||||||||||||
Transaction costs | 1,800 | |||||||||||||||||||
Cash paid for business acquisition | 175,000 | |||||||||||||||||||
Prepaid rent to be transferred for consideration | 144,000 | |||||||||||||||||||
Right of use assets acquired | 8,900 | |||||||||||||||||||
Right of use liabilities acquired | 3,100 | |||||||||||||||||||
Intangible asset acquired | 175,401 | |||||||||||||||||||
Decrease in fair value of property, plant and equipment | 3,800 | |||||||||||||||||||
Increase in fair value of intangible assets | 3,800 | |||||||||||||||||||
Capitalized asset acquisition costs | $ 1,800 | |||||||||||||||||||
Bluebird Fiber Network | In-place Lease | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible asset acquired | $ 50,700 | |||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | |||||||||||||||||||
Amortized over the initial lease term | 20 years | |||||||||||||||||||
Bluebird Fiber Network | Rights of Way | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible asset acquired | $ 124,700 | |||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | |||||||||||||||||||
JKM Consulting Inc. | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition date | Mar. 25, 2019 | |||||||||||||||||||
Cash paid for business acquisition | $ 5,500 | |||||||||||||||||||
Goodwill | $ 1,700 | |||||||||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||||||||
Information Transport Solutions, Inc. | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition date | Oct. 19, 2018 | |||||||||||||||||||
Cash paid for business acquisition | $ 58,300 | |||||||||||||||||||
Intangible asset acquired | 30,254 | |||||||||||||||||||
Goodwill | $ 9,941 | |||||||||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||||||||
Reduction of purchase price and goodwill | $ (1,300) | |||||||||||||||||||
Total revenues | 9,000 | |||||||||||||||||||
Operating income (loss) | $ 500 | |||||||||||||||||||
Business combination, transaction related costs | 300 | |||||||||||||||||||
Information Transport Solutions, Inc. | Customer Relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 14 years | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 30,300 | |||||||||||||||||||
Southern Light, LLC | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition date | Jul. 3, 2017 | |||||||||||||||||||
Cash paid for business acquisition | $ 638,100 | |||||||||||||||||||
Intangible asset acquired | 160,100 | |||||||||||||||||||
Goodwill | $ 319,508 | |||||||||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||||||||
Total revenues | 45,500 | |||||||||||||||||||
Operating income (loss) | $ 4,600 | |||||||||||||||||||
Business combination, transaction related costs | 14,800 | |||||||||||||||||||
Increase in deferred tax liabilities | 900 | |||||||||||||||||||
Decrease to the valuation allowance | 8,000 | |||||||||||||||||||
Southern Light, LLC | Common Units | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Issuance of shares | shares | 2.5 | |||||||||||||||||||
Fair value of shares issued for acquisition | $ 64,300 | |||||||||||||||||||
Southern Light, LLC | Customer Relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible asset acquired | $ 160,100 | |||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 15 years | |||||||||||||||||||
Hunt Telecommunications, LLC | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition date | Jul. 3, 2017 | |||||||||||||||||||
Cash paid for business acquisition | $ 129,300 | |||||||||||||||||||
Intangible asset acquired | 73,000 | |||||||||||||||||||
Goodwill | $ 99,580 | |||||||||||||||||||
Percentage of equity acquired | 100.00% | |||||||||||||||||||
Total revenues | 16,500 | |||||||||||||||||||
Operating income (loss) | 2,700 | |||||||||||||||||||
Business combination, transaction related costs | 5,900 | |||||||||||||||||||
Increase in deferred tax liabilities | $ 3,200 | |||||||||||||||||||
Additional contingent consideration | $ 17,000 | |||||||||||||||||||
Contingent consideration | $ 16,400 | |||||||||||||||||||
Increase in deferred revenue | 2,200 | |||||||||||||||||||
Increase in accrued liabilities | $ 1,200 | |||||||||||||||||||
Hunt Telecommunications, LLC | Common Units | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Issuance of shares | shares | 1.6 | |||||||||||||||||||
Fair value of shares issued for acquisition | $ 41,600 | |||||||||||||||||||
Hunt Telecommunications, LLC | Customer Relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible asset acquired | $ 73,000 | |||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 18 years | |||||||||||||||||||
Network Management Holdings LTD | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition date | Jan. 31, 2017 | |||||||||||||||||||
Cash paid for business acquisition | $ 62,600 | $ 3,299 | $ 69,729 | |||||||||||||||||
Intangible asset acquired | $ 52,437 | |||||||||||||||||||
Number of wireless towers owned | Tower | 366 | |||||||||||||||||||
Deferred Tax Liabilities | $ 18,400 | |||||||||||||||||||
Unrecognized tax benefits | 5,300 | |||||||||||||||||||
Acquired below-market leases intangible liability | $ 3,440 | |||||||||||||||||||
Acquired finite-lived intangible liability, weighted average useful life | 10 years | |||||||||||||||||||
Network Management Holdings LTD | Latin American | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of towers additional acquisition when construction is completed | Tower | 105 | |||||||||||||||||||
Network Management Holdings LTD | Mexican | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of wireless towers owned | Tower | 212 | |||||||||||||||||||
Network Management Holdings LTD | Nicaragua | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of wireless towers owned | Tower | 54 | |||||||||||||||||||
Network Management Holdings LTD | Colombia | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of wireless towers owned | Tower | 100 | |||||||||||||||||||
Network Management Holdings LTD | Customer Relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 22 years | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 37,400 | |||||||||||||||||||
Network Management Holdings LTD | Network | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 22 years | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 13,500 | |||||||||||||||||||
Network Management Holdings LTD | Acquired Above-market Leases | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 10 years | |||||||||||||||||||
Finite-lived intangible assets acquired | $ 1,500 |
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 | Dec. 31, 2019 | Aug. 30, 2019 | Dec. 31, 2018 | Oct. 19, 2018 | Dec. 31, 2017 | Jul. 03, 2017 | Jan. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 690,672 | $ 692,385 | $ 673,729 | ||||
Bluebird Fiber Network | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment | $ 139,566 | ||||||
Intangible assets | 175,401 | ||||||
Other assets | 8,946 | ||||||
Accounts payable, accrued expenses and other liabilities | (3,095) | ||||||
Total purchase consideration | $ 320,818 | ||||||
Information Transport Solutions, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment | $ 4,270 | ||||||
Cash and cash equivalents | 5,931 | ||||||
Accounts receivable | 3,909 | ||||||
Intangible assets | 30,254 | ||||||
Goodwill | 9,941 | ||||||
Other assets | 7,238 | ||||||
Accounts payable, accrued expenses and other liabilities | (2,645) | ||||||
Deferred revenue | (567) | ||||||
Total purchase consideration | $ 58,331 | ||||||
Southern Light, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment | $ 279,467 | ||||||
Cash and cash equivalents | 1,992 | ||||||
Accounts receivable | 11,139 | ||||||
Intangible assets | 160,100 | ||||||
Goodwill | 319,508 | ||||||
Other assets | 1,287 | ||||||
Accounts payable, accrued expenses and other liabilities | (19,846) | ||||||
Deferred income taxes | (9,892) | ||||||
Deferred revenue | (38,134) | ||||||
Capital lease obligations | (3,189) | ||||||
Total purchase consideration | 702,432 | ||||||
Hunt Telecommunications, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment | 59,682 | ||||||
Cash and cash equivalents | 3,181 | ||||||
Accounts receivable | 4,906 | ||||||
Intangible assets | 73,000 | ||||||
Goodwill | 99,580 | ||||||
Other assets | 413 | ||||||
Accounts payable, accrued expenses and other liabilities | (3,741) | ||||||
Deferred income taxes | (43,550) | ||||||
Deferred revenue | (6,036) | ||||||
Capital lease obligations | (164) | ||||||
Total purchase consideration | $ 187,271 | ||||||
Network Management Holdings LTD | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment | $ 36,417 | ||||||
Accounts receivable | 2,826 | ||||||
Intangible assets | 52,437 | ||||||
Other assets | 1,623 | ||||||
Accounts payable, accrued expenses and other liabilities | (8,895) | ||||||
Intangible liabilities | (3,440) | ||||||
Deferred income taxes | (18,403) | ||||||
Total purchase consideration | $ 62,565 |
Business Combinations, Asset _5
Business Combinations, Asset Acquisitions and Dispositions - Unaudited Pro Forma Summary of Financial Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Information Transport Solutions, Inc. | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $ 1,054,192 | $ 967,512 | |
Pro forma net income (loss) | $ 17,727 | (6,763) | |
Hunt Telecommunications, LLC | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | 980,303 | $ 891,373 | |
Pro forma net income (loss) | $ 4,267 | $ (2,482) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Derivative asset | $ 31,043 | |
Total | 31,043 | |
Liabilities | ||
Derivative liability | $ 23,679 | |
Contingent consideration | 11,507 | 83,401 |
Total | 4,929,256 | 4,567,465 |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,998,721 | 1,877,303 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 528,000 | 504,625 |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 971,250 | 965,700 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 511,500 | 496,500 |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 309,638 | |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 574,961 | 639,936 |
Prices with Other Observable Inputs (Level 2) | ||
Assets | ||
Derivative asset | 31,043 | |
Total | 31,043 | |
Liabilities | ||
Derivative liability | 23,679 | |
Total | 4,917,749 | 4,484,064 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,998,721 | 1,877,303 |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 528,000 | 504,625 |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 971,250 | 965,700 |
Prices with Other Observable Inputs (Level 2) | 7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 511,500 | 496,500 |
Prices with Other Observable Inputs (Level 2) | Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 309,638 | |
Prices with Other Observable Inputs (Level 2) | Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 574,961 | 639,936 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 11,507 | 83,401 |
Total | $ 11,507 | $ 83,401 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | Jun. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 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 | 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 | Dec. 15, 2024 | |
Exchangeable Senior Unsecured 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 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 03, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Principal amount of notes and other debt | $ 5,224,747 | $ 4,965,808 | |||
Estimated fair value of future contingent consideration | 11,507 | 83,401 | |||
Payments of contingent consideration | 32,253 | 18,640 | $ 19,999 | ||
Increase (decrease) in fair value of contingent consideration liability | (28,463) | (3,721) | 10,736 | ||
Contingent consideration settled through issuance of common shares, fair value | $ 122,395 | ||||
Tower Cloud, Inc. | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Estimated fair value of future contingent consideration | 11,500 | ||||
Payments of contingent consideration | 29,600 | $ 32,300 | |||
Hunt Telecommunications, LLC | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Estimated fair value of future contingent consideration | $ 16,400 | ||||
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 | $ 4,890,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 83,401 |
(Gain)/Loss included in earnings | (28,463) |
Settlements | (43,431) |
Contingent consideration, ending balance | $ 11,507 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,683,479 | $ 8,123,305 |
Less accumulated depreciation | (5,273,534) | (4,914,299) |
Property, plant and equipment, net | 3,409,945 | 3,209,006 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,337 | 29,304 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 355,225 | 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 | $ 3,308 | 34,878 |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 258,535 | 248,989 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,456,398 | 3,005,304 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 293,427 | 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 | $ 3,792,366 | 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 | $ 170,063 | 120,073 |
Finance Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 129,900 | 123,017 |
Less accumulated depreciation | (24,300) | (15,800) |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 89,007 | 137,585 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,591 | 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 | $ 5,552 | $ 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 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 377.3 | $ 425.2 | $ 415.9 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Feb. 10, 2020 | Jun. 28, 2019 | Jun. 27, 2019 | Jun. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Unrealized gain (loss) on derivative instruments | $ (51,300,000) | $ 21,600,000 | $ 7,700,000 | ||||
Reclassification out of other comprehensive income into interest (expense) benefit | (390,112,000) | (319,591,000) | (305,994,000) | ||||
Ineffective portions of change in fair value derivatives | $ 0 | 0 | 0 | ||||
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 Notes | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Net proceeds from offering of exchangeable notes | $ 70,000,000 | ||||||
Subsequent Events | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Net effect of offsetting interest rate swaps, monthly cash payments through October 2022 | $ 1,100,000 | ||||||
Reclassification Out of Other Comprehensive Income | Designated as Cash Flow Hedges | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Reclassification out of other comprehensive income into interest (expense) benefit | 3,300,000 | $ (2,600,000) | $ (20,600,000) | ||||
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 | $ 2,040,000,000 | ||||||
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 Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 31,043 | |
Derivative liability | $ 23,679 | |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 31,043 | |
Derivative liability | $ 23,679 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill at December 31, 2017 | $ 692,385 | $ 673,729 |
Goodwill purchase accounting adjustments | (1,269) | 7,446 |
Goodwill associated with acquisitions and dispositions, net | (444) | 11,210 |
Goodwill at December 31, 2018 | 690,672 | 692,385 |
Fiber Infrastructure | ||
Goodwill [Line Items] | ||
Goodwill at December 31, 2017 | 692,385 | 673,729 |
Goodwill purchase accounting adjustments | (1,269) | 7,446 |
Goodwill associated with acquisitions and dispositions, net | (444) | 11,210 |
Goodwill at December 31, 2018 | $ 690,672 | $ 692,385 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Original Cost | $ 506,988 | $ 628,004 | |
Less: Accumulated amortization | (74,167) | (96,025) | |
Total intangible assets, net | 432,821 | 531,979 | |
Trade Names | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Original Cost | 2,000 | 2,000 | |
Customer Lists | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 451,997 | 450,603 | |
Less: Accumulated amortization | (69,393) | (93,794) | |
In-place Lease | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 50,705 | ||
Less: Accumulated amortization | (845) | ||
Tenant Contracts | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 37,386 | ||
Less: Accumulated amortization | (3,293) | ||
Finite life intangible assets, Cumulative translation adjustment | 411 | ||
Network | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 13,541 | |
Less: Accumulated amortization | [1] | (1,192) | |
Finite life intangible assets, Cumulative translation adjustment | [1] | 144 | |
Rights of Way | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 124,696 | ||
Less: Accumulated amortization | $ (1,386) | ||
Acquired Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 1,509 | ||
Less: Accumulated amortization | (289) | ||
Acquired Above-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Acquired above-market leases | 3,440 | ||
Finite life intangible liabilities, Cost | 3,258 | ||
Less: Accumulated amortization | (624) | ||
Total intangible liabilities, net | [2] | 2,634 | |
Finite life intangible liabilities, Cumulative translation adjustment | $ (182) | ||
[1] | Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity as of the valuation date. | ||
[2] | Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | |||
Remaining weighted average amortization period of intangible assets | 20 years 4 months 24 days | ||
Amortization | $ 27.2 | $ 25.5 | $ 18.3 |
Estimated amortization expense for 2020 | 31.4 | ||
Estimated amortization expense for 2021 | 30.6 | ||
Estimated amortization expense for 2022 | 29.6 | ||
Estimated amortization expense for 2023 | 29.5 | ||
Estimated amortization expense for 2024 | 29.5 | ||
Consumer CLEC Business | Customer Lists | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset, carrying value | $ 0.8 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 24, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | $ 5,224,747 | $ 4,965,808 | |
Less unamortized discount, premium and debt issuance costs | (207,068) | (119,575) | |
Notes and other debt less unamortized discount and debt issuance costs | 5,017,679 | 4,846,233 | |
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 2,044,728 | 2,065,808 | |
Less unamortized discount, premium and debt issuance costs | (74,523) | (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 | (5,633) | (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 | (28,808) | (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 | (6,304) | (7,222) | |
Exchangeable 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 | (85,272) | ||
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 | $ (6,528) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Jun. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 5.66% | 5.66% | ||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | Apr. 15, 2023 | |
Debt instrument, imputed interest rate | 6.49% | 6.49% | ||
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 | 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 | Dec. 15, 2024 | |
Debt instrument, imputed interest rate | 7.38% | 7.38% | ||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||
Debt instrument, imputed interest rate | 11.10% | 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 ($) | Feb. 10, 2020 | Jun. 28, 2019 | Jun. 24, 2019 | Mar. 18, 2019 | May 08, 2017 | Dec. 15, 2016 | Jun. 09, 2016 | Apr. 25, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 5,224,747,000 | $ 4,965,808,000 | ||||||||||
Repayments of debt | 21,080,000 | 21,080,000 | $ 21,080,000 | |||||||||
Repayments of lines of credit | $ 203,981,000 | 140,000,000 | 565,000,000 | |||||||||
Consolidated secured leverage ratio | 500.00% | |||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | 90.00% | ||||||||||
Amortization of deferred financing costs | $ 16,200,000 | 14,700,000 | $ 13,600,000 | |||||||||
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 | $ 75,000,000 | |||||||||||
Senior Secured Term Loan B Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 2,044,728,000 | $ 2,065,808,000 | ||||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | Oct. 24, 2022 | |||||||||
Debt discount amortized to interest expense effective interest rate | 5.66% | 5.66% | ||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of senior notes, principal amount | $ 2,140,000,000 | |||||||||||
Senior Secured Term Loan B Facility | Subsequent Events | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 2,050,000,000 | |||||||||||
Senior Secured Term Loan B Facility | Subsequent Events | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 2,050,000,000 | |||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 550,000,000 | $ 550,000,000 | ||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | Apr. 15, 2023 | |||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||||||||||
Debt discount amortized to interest expense effective interest rate | 6.49% | 6.49% | ||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of senior notes, principal amount | $ 150,000,000 | $ 550,000,000 | $ 400,000,000 | |||||||||
Notes issued price percentage at par | 99.25% | 100.00% | ||||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 1,110,000,000 | $ 1,110,000,000 | ||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | Oct. 15, 2023 | |||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||||||||||
Debt discount amortized to interest expense effective interest rate | 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 | $ 1,110,000,000 | |||||||||||
Notes issued price percentage at par | 97.055% | |||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 600,000,000 | $ 600,000,000 | ||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | Dec. 15, 2024 | |||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||||||||||
Debt discount amortized to interest expense effective interest rate | 7.38% | 7.38% | ||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 600,000,000 | |||||||||||
Issuance of senior notes, principal amount | $ 200,000,000 | $ 400,000,000 | ||||||||||
Notes issued price percentage at par | 100.50% | 100.00% | ||||||||||
Exchangeable Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 345,000,000 | $ 345,000,000 | ||||||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||||||||||
Issuance of senior notes, principal amount | $ 345,000,000 | |||||||||||
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 | $ 10,400,000 | |||||||||||
Debt issuance costs payable to third party | 1,400,000 | |||||||||||
Debt issuance cost attributable to equity component | 2,900,000 | |||||||||||
Equity component value of convertible note issuance, net | 80,800,000 | |||||||||||
Senior Secured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 575,900,000 | $ 575,019,000 | $ 640,000,000 | |||||||||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2020 | |||||||||
Repayments of debt | $ 174,000,000 | |||||||||||
Debt instrument, payable pursuant to fifth amendment | $ 101,600,000 | |||||||||||
Debt instrument, non extended maturity amount | $ 72,400,000 | |||||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of senior notes, principal amount | $ 750,000,000 | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 156,700,000 | |||||||||||
Repayments of lines of credit | 156,700,000 | |||||||||||
Revolving loans terminated related commitments | $ 157,600,000 | |||||||||||
Debt instrument, increase in basis spread on variable rate | 1.00% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | Minimum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | Minimum | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.75% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | Maximum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | Maximum | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 5.25% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 156,700,000 | |||||||||||
Repayments of debt commitments amount | $ 157,600,000 | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | CSL Capital, LLC | Minimum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | CSL Capital, LLC | Minimum | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.75% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | CSL Capital, LLC | Maximum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||||||
Senior Secured Revolving Credit Facility | Subsequent Events | CSL Capital, LLC | Maximum | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 5.25% | |||||||||||
Senior Unsecured Notes - 7.875%, 2025 | Subsequent Events | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 2,250,000,000 | |||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||
Debt instrument, maturity year | 2025 | |||||||||||
Senior Secured Notes - 7.875% Due 2025 | Subsequent Events | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maturity year | 2025 | |||||||||||
Senior Secured Notes - 7.875% Due 2025 | Subsequent Events | Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||
Issuance of senior notes, principal amount | $ 2,250,000,000 | |||||||||||
Notes issued price percentage at par | 100.00% |
Notes and Other Debt - Schedu_3
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long Term Debt By Maturity [Abstract] | ||
2020 | $ 21,080 | |
2021 | 21,080 | |
2022 | 2,577,587 | |
2023 | 1,660,000 | |
2024 | 945,000 | |
Total | $ 5,224,747 | $ 4,965,808 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Apr. 04, 2019 | May 17, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 307,858,366 | ||||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 1,916,713 | ||||
Dividend yield | 2.10% | 11.30% | |||
Number of shares authorized | 2,000,000 | ||||
Plan period description | Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. | ||||
Maximum employee subscription rate based on annual earnings, percentage | 15.00% | ||||
Maximum amount withheld by employee to purchase common stock | $ 25,000 | ||||
Purchase price of common stock, percentage | 85.00% | ||||
Number of shares sold to employees | 0 | ||||
Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 833,448 | 396,705 | 234,294 | ||
Fair value of shares granted | $ 12,500,000 | ||||
Awards vesting period | 3 years | ||||
Shares available for future issuance | 3,965,734 | ||||
Weighted-average fair value | $ 11.62 | $ 14.02 | $ 25.56 | ||
Total fair value of shares vesting | $ 6,400,000 | $ 6,900,000 | $ 2,900,000 | ||
Unrecognized compensation expense | $ 11,400,000 | ||||
Weighted average vesting period | 1 year 2 months 12 days | ||||
Number of shares forfeited | 22,042 | ||||
Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 255,517 | 255,517 | 169,549 | 91,995 | |
Weighted-average fair value | $ 18.99 | $ 19.30 | $ 33.75 | ||
Unrecognized compensation expense | $ 5,100,000 | ||||
Weighted average vesting period | 1 year 6 months | ||||
Performance period | 3 years | ||||
Percentage of target amount | 100.00% | ||||
Aggregate value | $ 4,900,000 | ||||
Number of shares forfeited | 25,415 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Performance Awards | Termination of Service | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares forfeited | 0 | ||||
Performance Awards | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 0.00% | ||||
Performance Awards | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 200.00% | ||||
Restricted Stock Awards, Performance-Based Awards and ESPP | General And Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense recognized during the period | $ 10,800,000 | $ 8,100,000 | $ 7,700,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unvested balance | 667,628 | |||
Granted | 833,448 | 396,705 | 234,294 | |
Forfeited | (22,042) | |||
Vested | (356,949) | |||
Unvested balance | 1,122,085 | 667,628 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 18.03 | |||
Granted, Weighted Average Fair Value at Grant Date | 11.62 | $ 14.02 | $ 25.56 | |
Forfeited, Weighted Average Fair Value at Grant Date | 14.71 | |||
Vested, Weighted Average Fair Value at Grant Date | 17.92 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 16.09 | $ 18.03 | ||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 9,212 | ||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2019. The market value as of December 31, 2019 was $8.21 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2019, the final trading day of 2019. |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Parenthetical) (Details) | Dec. 31, 2019$ / shares |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 8.21 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | Apr. 04, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested balance | 363,204 | ||||
Granted | 255,517 | 255,517 | 169,549 | 91,995 | |
Forfeited | (25,415) | ||||
Vested | (76,245) | ||||
Unvested balance | 517,061 | 363,204 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 23.35 | ||||
Granted, Weighted Average Fair Value at Grant Date | 18.99 | $ 19.30 | $ 33.75 | ||
Forfeited, Weighted Average Fair Value at Grant Date | 20.71 | ||||
Vested, Weighted Average Fair Value at Grant Date | 20.71 | ||||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 21.72 | $ 23.35 | |||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 4,245 | |||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2019. The market value as of December 31, 2019 was $8.21 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2019, the final trading day of 2019. |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Parenthetical) (Details) | Dec. 31, 2019$ / shares |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 8.21 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 3 years | 3 years | 3 years |
Expected volatility | 57.50% | 48.50% | 33.60% |
Expected annual dividend | 0.00% | 0.00% | 0.00% |
Risk free rate | 2.30% | 2.30% | 1.50% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions used to Value Purchase Rights Granted Under ESPP (Details) - Employee Stock Purchase Plan | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 months | 6 months |
Expected volatility | 24.00% | 37.00% |
Expected annual dividend | 2.10% | 11.30% |
Risk free rate | 2.10% | 2.10% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | May 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Aug. 31, 2016 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Percentage of settlement of obligation in cash upon achievement of defined milestones | 100.00% | ||||
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 | ||||
Tower Cloud, Inc. | Minimum | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | ||||
Performance Awards | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 76,000 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net income (loss) attributable to shareholders | $ 10,582 | $ 16,187 | $ (9,439) | ||||||||
Less: Income allocated to participating securities | (549) | (2,594) | (1,509) | ||||||||
Dividends declared on convertible preferred stock | (656) | (2,624) | (2,624) | ||||||||
Amortization of discount on convertible preferred stock | (993) | (2,980) | (2,980) | ||||||||
Net income (loss) attributable to common shareholders | $ (11,405) | $ (19,470) | $ 38,246 | $ 1,013 | $ 12,346 | $ 2,075 | $ (5,562) | $ (870) | $ 8,384 | $ 7,989 | $ (16,552) |
Denominator: | |||||||||||
Basic weighted-average common shares outstanding | 187,358 | 176,169 | 168,693 | ||||||||
Basic earnings (loss) per common share | $ (0.06) | $ (0.10) | $ 0.21 | $ 0.01 | $ 0.07 | $ 0.01 | $ (0.03) | $ 0 | $ 0.04 | $ 0.05 | $ (0.10) |
Numerator: | |||||||||||
Net income (loss) attributable to shareholders | $ 10,582 | $ 16,187 | $ (9,439) | ||||||||
Less: Income allocated to participating securities | (549) | (1,665) | (1,509) | ||||||||
Dividends declared on convertible preferred stock | (656) | (2,624) | (2,624) | ||||||||
Amortization of discount on convertible preferred stock | (993) | (2,980) | (2,980) | ||||||||
Mark-to-market gain on share settled contingent consideration arrangements | (1,433) | (4,944) | |||||||||
Net income (loss) attributable to common shares | $ 8,384 | $ 7,485 | $ (21,496) | ||||||||
Denominator: | |||||||||||
Basic weighted-average common shares outstanding | 187,358 | 176,169 | 168,693 | ||||||||
Contingent consideration | 645 | 296 | |||||||||
Effect of dilutive non-participating securities | 257 | ||||||||||
Weighted-average shares for dilutive earnings per common share | 187,358 | 177,071 | 168,989 | ||||||||
Dilutive earnings (loss) per common share | $ (0.06) | $ (0.10) | $ 0.20 | $ 0.01 | $ 0.05 | $ 0.01 | $ (0.03) | $ (0.01) | $ 0.04 | $ 0.04 | $ (0.13) |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 29, 2020USD ($)Tower | Dec. 31, 2019Segment | |
Segment Reporting Information [Line Items] | ||
Number of operating business segments | Segment | 4 | |
Subsequent Events | United States | Towers | ||
Segment Reporting Information [Line Items] | ||
Sale of assets for cash consideration | $ | $ 190 | |
Number of wireless towers sold | Tower | 486 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 268,537 | $ 263,629 | $ 264,414 | $ 261,031 | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | $ 1,057,611 | $ 1,017,634 | $ 916,032 | |
Adjusted EBITDA | $ 812,739 | $ 802,883 | $ 749,524 | |||||||||
Adjusted EBITDA margin | 76.80% | 78.90% | 81.80% | |||||||||
Interest expense, net | $ 390,112 | $ 319,591 | $ 305,994 | |||||||||
Depreciation and amortization | 405,754 | 451,750 | 434,205 | |||||||||
Other (income) expense | (24,219) | (4,504) | 11,284 | |||||||||
Transaction related and other costs | 43,708 | 17,410 | 38,005 | |||||||||
Gain on sale of real estate | (28,995) | |||||||||||
Stock-based compensation | 10,808 | 8,064 | 7,713 | |||||||||
Income tax expense (benefit) | 4,663 | (5,421) | (38,849) | |||||||||
Other | (552) | |||||||||||
Net income (loss) | $ (11,354) | $ (19,777) | $ 39,547 | $ 2,492 | $ 14,683 | $ 4,224 | $ (3,593) | $ 1,231 | 10,908 | 16,545 | (8,828) | |
Capital expenditures | [1] | 671,298 | 426,875 | 257,521 | ||||||||
Leasing | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 716,640 | 699,847 | 685,099 | |||||||||
Adjusted EBITDA | $ 711,119 | $ 697,545 | $ 683,651 | |||||||||
Adjusted EBITDA margin | 99.20% | 99.70% | 99.80% | |||||||||
Depreciation and amortization | $ 282,107 | $ 337,126 | $ 347,999 | |||||||||
Capital expenditures | [1] | 338,543 | 152,140 | |||||||||
Fiber Infrastructure | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 315,605 | 289,239 | 202,791 | |||||||||
Adjusted EBITDA | $ 126,754 | $ 123,389 | $ 83,987 | |||||||||
Adjusted EBITDA margin | 40.20% | 42.70% | 41.40% | |||||||||
Depreciation and amortization | $ 114,566 | $ 105,651 | $ 78,307 | |||||||||
Capital expenditures | [1] | 233,506 | 199,689 | 152,918 | ||||||||
Towers | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 14,693 | 14,617 | 10,055 | |||||||||
Adjusted EBITDA | $ (595) | $ 355 | $ (831) | |||||||||
Adjusted EBITDA margin | (4.00%) | 2.40% | (8.30%) | |||||||||
Depreciation and amortization | $ 6,474 | $ 6,704 | $ 4,907 | |||||||||
Capital expenditures | [1] | 99,234 | 74,932 | 104,540 | ||||||||
Consumer CLEC | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 10,673 | 13,931 | 18,087 | |||||||||
Adjusted EBITDA | $ 1,955 | $ 3,353 | $ 4,556 | |||||||||
Adjusted EBITDA margin | 18.30% | 24.10% | 25.20% | |||||||||
Depreciation and amortization | $ 1,879 | $ 1,994 | $ 2,607 | |||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Adjusted EBITDA | (26,494) | (21,759) | (21,839) | |||||||||
Depreciation and amortization | 728 | 275 | 385 | |||||||||
Capital expenditures | [1] | $ 15 | $ 114 | $ 63 | ||||||||
[1] | Segment capital expenditures represents capital expenditures, the Bluebird and NMS asset acquisitions (see Note 6) and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 5,017,000 | $ 4,592,937 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,341,734 | 2,119,045 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,362,267 | 2,194,311 |
Towers | ||
Segment Reporting Information [Line Items] | ||
Total assets | 235,888 | 231,749 |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Total assets | 10,687 | 10,374 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 66,424 | $ 37,458 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments And Contingencies [Line Items] | |
Consolidated secured leverage ratio | 500.00% |
Number of days set forth to enter into replacement lease | 90 days |
Obligations under tax matters agreement | $ 0 |
Capital expenditures growth fund | 11,200 |
Windstream | |
Commitments And Contingencies [Line Items] | |
Tenant capital improvements under master lease | $ 366,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | $ (1,585,578) | ||
Changes in foreign currency translation | (63) | $ (1,440) | $ 1,660 |
Net other comprehensive income (loss) | (54,675) | 22,811 | 14,555 |
Balance at end of period | (1,566,868) | (1,585,578) | |
Accumulated other comprehensive income (loss) at end of period | (23,442) | 30,105 | 7,821 |
Cash Flow Hedge Changes in Fair Value Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 30,042 | 6,351 | (6,102) |
Other comprehensive income (loss) before reclassifications | (51,288) | 21,626 | (7,735) |
Amounts reclassified from accumulated other comprehensive income | (3,324) | 2,624 | 20,630 |
Net other comprehensive income (loss) | (24,570) | 30,601 | 6,793 |
Less: Other comprehensive income attributable to noncontrolling interest | (1,128) | 559 | 442 |
Balance at end of period | (23,442) | 30,042 | 6,351 |
Foreign Currency Translation Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 63 | 1,470 | (267) |
Changes in foreign currency translation | (1,440) | 1,660 | |
Amounts reclassified from accumulated other comprehensive income | $ (63) | ||
Net other comprehensive income (loss) | 30 | 1,393 | |
Less: Other comprehensive income attributable to noncontrolling interest | (33) | (77) | |
Balance at end of period | $ 63 | $ 1,470 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2017 | Mar. 15, 2019 | Aug. 31, 2016 | |
Income Taxes [Line Items] | ||||
Annual distribution requirement to shareholders | 90.00% | 90.00% | ||
Deferred tax asset, valuation allowance | $ 0 | |||
Net operating loss | $ 165,200,000 | |||
Percentage of net operating loss carryforwards limitation. | 80.00% | |||
Net operating loss limitations on use | approximately $290.4 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act | |||
Income tax examination, year open to examination | 2016 | |||
Interest and penalties net of tax recognized | $ 1,200,000 | |||
Accrued interest and penalties on unrecognized tax benefits | $ 1,200,000 | |||
Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2026 | |||
Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2037 | |||
Tax Without Expire Period | ||||
Income Taxes [Line Items] | ||||
Net operating loss | $ 290,400,000 | |||
Tower Cloud, Inc. | ||||
Income Taxes [Line Items] | ||||
Business acquisition date | Aug. 31, 2016 | |||
Percentage of equity acquired | 100.00% | |||
Net operating loss | $ 18,300,000 | $ 81,200,000 | ||
Tower Cloud, Inc. | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2026 | |||
Tower Cloud, Inc. | Maximum | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2036 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||
Federal | $ 10,401 | $ 674 | $ 1,456 |
State | 2,742 | 1,290 | 866 |
Foreign | 2,948 | ||
Total current expense | 16,091 | 1,964 | 2,322 |
Deferred | |||
Federal | (9,378) | (5,451) | (36,956) |
State | (2,050) | (1,770) | (3,837) |
Foreign | (164) | (378) | |
Total deferred expense | (11,428) | (7,385) | (41,171) |
Total income tax expense (benefit) | $ 4,663 | $ (5,421) | $ (38,849) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations, before tax | $ 15,571 | $ 11,124 | $ (47,667) |
Income tax at U.S. statutory federal rate | 3,270 | 2,336 | (16,687) |
Increases (decreases) resulting from: | |||
State taxes, net of federal benefit | 407 | (655) | (429) |
Benefit of REIT status | (2,188) | (5,687) | 8,836 |
Capitalized transaction costs | (4,820) | ||
Change in valuation allowance | (8,176) | ||
Adjustment of deferred tax balances | 104 | (26) | (217) |
Permanent differences | 122 | 41 | 60 |
Foreign taxes | 2,948 | (111) | (378) |
Rate differential | (1,319) | (17,038) | |
Total income tax expense (benefit) | $ 4,663 | $ (5,421) | $ (38,849) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Deferred revenue | $ 25,507,000 | $ 20,373,000 |
Accrued bonuses | 4,000 | 298,000 |
Stock based compensation | 1,123,000 | 823,000 |
Accrued expenses and other | 75,000 | 857,000 |
Asset retirement obligation | 1,068,000 | 1,458,000 |
Inventory reserve | 322,000 | 544,000 |
Excess business interest expense | 2,111,000 | |
Lease asset liability | 19,264,000 | |
Other | 1,387,000 | 904,000 |
Net operating loss carryforwards | 116,736,000 | 92,443,000 |
Deferred tax assets | 167,597,000 | 117,700,000 |
Valuation allowance | 0 | |
Deferred tax assets, net of valuation allowance | 167,597,000 | 117,700,000 |
Deferred tax liabilities: | ||
Property, plant and equipment | (106,716,000) | (97,651,000) |
Customer list intangible | (46,164,000) | (67,382,000) |
Other intangible amortization | (15,486,000) | (3,954,000) |
Right of use asset | (18,012,000) | |
Deferred or prepaid costs | (2,121,000) | (1,147,000) |
Debt discount and interest expense | (2,890,000) | |
Other | (639,000) | |
Deferred tax liabilities | (192,028,000) | (170,134,000) |
Deferred tax liability, net | $ (24,431,000) | $ (52,434,000) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Uncertainties [Abstract] | |
Balance at January 1 | $ 3,036 |
Additions for tax positions for the current year | 1,734 |
Reductions for tax positions of prior years | (3,036) |
Balance at December 31 | $ 1,734 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule Cash Paid For Interest Expenses And Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest (net of capitalized interest) | $ 344,464 | $ 281,364 | $ 276,071 |
Income Taxes | $ 16,073 | $ 1,688 | $ 4,388 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2019 | Apr. 25, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Capitalization Equity [Line Items] | |||||
Stock issued during period, value, conversion of convertible securities | $ 87,500 | ||||
Aggregate offering price of common stock | 19 | $ 18 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 21,641 | $ 109,441 | $ 498,926 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, shares outstanding | 192,141,634 | 180,536,000 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Shares available for future issuance | 307,858,366 | ||||
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 | ||||
Maximum | ATM Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Aggregate offering price of common stock | $ 250,000 | ||||
Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Stock issued during period conversion of convertible securities | 8,677,163 | ||||
Stock issued during period, value, conversion of convertible securities | $ 1 | ||||
Issued and sold common stock shares | 19,528,302 | ||||
Common Stock | ATM Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issued and sold common stock shares | 6,700,000 | ||||
Weighted average price per share | $ 19.92 | ||||
Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Stock issued during period conversion of convertible securities | 8,677,163 | ||||
Stock issued during period, value, conversion of convertible securities | $ 87,500 | ||||
PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Number of shares converted | 87,500 | ||||
Southern Light and Hunt | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 19,500,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Public offering price | $ 26.50 | ||||
Proceeds from issuance of public offering, before underwriting discounts and transaction costs | $ 518,000 |
Dividends (Distributions) - Add
Dividends (Distributions) - Additional Information (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Payments Of Dividends [Abstract] | ||||
Common stock distribution per share | $ 0.97 | [1] | $ 2.40 | $ 2.40 |
[1] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Dividends (Distributions) - Sch
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | |
Payments Of Dividends [Abstract] | ||||
Ordinary dividends | $ 0.97 | $ 1.53 | $ 1.22 | |
Non-dividend distributions | 0.87 | 1.18 | ||
Total | $ 0.97 | $ 2.40 | $ 2.40 | |
[1] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Dividends (Distributions) - S_2
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Payments Of Dividends [Abstract] | |
Dividends payable, date of record | Dec. 31, 2019 |
Dividend payment, per share | $ 0.2200 |
Dividend payable date | 2020-01 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, description | we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation | ||
Expense recognized under defined contribution plan | $ 1.7 | $ 1.2 | $ 0.8 |
Defined Contribution Plan First 3% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 100.00% | ||
Percentage of employee's compensation contributed | 3.00% | ||
Defined Contribution Plan Next 2% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 50.00% | ||
Percentage of employee's compensation contributed | 2.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, FiberStrandMile in Millions | Mar. 02, 2020USD ($)FiberStrandMileUSD_per_miInstallment$ / sharesshares | Feb. 10, 2020USD ($) | Jun. 28, 2019USD ($) | Feb. 29, 2020USD ($)Tower | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Repayments of debt | $ 21,080,000 | $ 21,080,000 | $ 21,080,000 | ||||
Senior Secured Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of debt | $ 174,000,000 | ||||||
Subsequent Events | Senior Secured Notes - 7.875% Due 2025 | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, maturity year | 2025 | ||||||
Subsequent Events | Senior Secured Term Loan B Facility | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of debt | $ 2,050,000,000 | ||||||
Subsequent Events | Senior Secured Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of debt | 156,700,000 | ||||||
Revolving loans terminated related commitments | $ 157,600,000 | ||||||
Debt instrument, increase in basis spread on variable rate | 1.00% | ||||||
Subsequent Events | Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber | Senior Secured Notes - 7.875% Due 2025 | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of senior notes, principal amount | $ 2,250,000,000 | ||||||
Issuance senior notes, stated percentage | 7.875% | ||||||
Notes issued price percentage at par | 100.00% | ||||||
Subsequent Events | United States | Towers | |||||||
Subsequent Event [Line Items] | |||||||
Sale of assets for cash consideration | $ 190,000,000 | ||||||
Number of wireless towers sold | Tower | 486 | ||||||
Subsequent Events | Windstream Creditors | |||||||
Subsequent Event [Line Items] | |||||||
Common stock agreed to sell | shares | 38,633,470 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Closing price of common stock | $ / shares | $ 6.33 | ||||||
Common stock lock up period | 1 year | ||||||
Subsequent Events | Minimum | Senior Secured Revolving Credit Facility | Base Rate | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.75% | ||||||
Subsequent Events | Minimum | Senior Secured Revolving Credit Facility | Eurodollar | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.75% | ||||||
Subsequent Events | Maximum | Senior Secured Revolving Credit Facility | Base Rate | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.25% | ||||||
Subsequent Events | Maximum | Senior Secured Revolving Credit Facility | Eurodollar | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 5.25% | ||||||
Windstream | Subsequent Events | |||||||
Subsequent Event [Line Items] | |||||||
Asset purchase commitment amount | $ 400,000 | ||||||
Number of installments | Installment | 20 | ||||||
Percentage of committed purchase of assets | 9.00% | ||||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | ||||||
Lease payments per route mile | USD_per_mi | 350 | ||||||
Growth Capital Improvements will exclude maintenance or repair expenditures and expenditures toward fiber replacement in excess of the Amount | $ 70,000,000 | ||||||
Future annual commitment payments for agreements due year one | 125,000,000 | ||||||
Future annual commitment payments for agreements due year two through five | 225,000,000 | ||||||
Future annual commitment payments for agreements due year six | 175,000,000 | ||||||
Future annual commitment payments for agreements due year seven | 175,000,000 | ||||||
Future annual commitment payments for agreements due year eight through ten | $ 125,000,000 | ||||||
Annual rent adjustment for Growth Capital Funding | 8.00% | ||||||
Rate used for rent percentage | 100.50% | ||||||
Windstream | Subsequent Events | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Payments to acquire assets | $ 432,000,000 | ||||||
Windstream | Subsequent Events | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Payments to acquire assets | 490,000,000 | ||||||
Agreement to fund growth capital improvements | $ 1,750,000,000 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Total revenues | $ 268,537 | $ 263,629 | $ 264,414 | $ 261,031 | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | $ 1,057,611 | $ 1,017,634 | $ 916,032 |
Income (loss) before income taxes | (16,843) | (21,522) | 47,390 | 6,546 | 14,470 | 2,758 | (6,239) | 135 | 15,571 | 11,124 | (47,677) |
Net income (loss) | (11,354) | (19,777) | 39,547 | 2,492 | 14,683 | 4,224 | (3,593) | 1,231 | 10,908 | 16,545 | (8,828) |
Net income (loss) attributable to common shareholders | $ (11,405) | $ (19,470) | $ 38,246 | $ 1,013 | $ 12,346 | $ 2,075 | $ (5,562) | $ (870) | $ 8,384 | $ 7,989 | $ (16,552) |
Basic earnings (loss) per common share | $ (0.06) | $ (0.10) | $ 0.21 | $ 0.01 | $ 0.07 | $ 0.01 | $ (0.03) | $ 0 | $ 0.04 | $ 0.05 | $ (0.10) |
Diluted earnings (loss) per common share | (0.06) | (0.10) | 0.20 | 0.01 | 0.05 | 0.01 | (0.03) | (0.01) | 0.04 | $ 0.04 | $ (0.13) |
Dividends declared per common share | $ 0.22 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.37 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | |||
Cash and cash equivalents | $ 142,813 | $ 38,026 | |
Other assets | 161,560 | 23,808 | |
Total Assets | 5,017,000 | 4,592,937 | |
Liabilities: | |||
Dividends payable | 43,282 | 113,744 | |
Total liabilities | 6,500,164 | 5,999,632 | |
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: 192,142 shares at December 31, 2019 and 180,536 at December 31, 2018 | 19 | 18 | |
Additional paid-in capital | 951,295 | 757,517 | |
Accumulated other comprehensive (loss) income | (23,442) | 30,105 | $ 7,821 |
Distributions in excess of accumulated earnings | (2,494,740) | (2,373,218) | |
Total Uniti shareholders' deficit | (1,566,868) | (1,585,578) | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 5,017,000 | 4,592,937 | |
Series A Convertible Preferred Stock | |||
Liabilities: | |||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, no shares at December 31, 2019 and 88 shares at December 31, 2018, $87,500 liquidation value | 86,508 | ||
Uniti Group Inc. | |||
Assets: | |||
Cash and cash equivalents | 43,423 | 261 | |
Other assets | 291 | ||
Total Assets | 43,714 | 261 | |
Liabilities: | |||
Accrued other liabilities | 564 | 30 | |
Dividends payable | 42,519 | 111,265 | |
Cash distributions and losses in excess of investments in consolidated subsidiaries | 1,567,499 | 1,388,036 | |
Total liabilities | 1,610,582 | 1,499,331 | |
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: 192,142 shares at December 31, 2019 and 180,536 at December 31, 2018 | 19 | 18 | |
Additional paid-in capital | 951,295 | 757,517 | |
Accumulated other comprehensive (loss) income | (23,442) | 30,105 | |
Distributions in excess of accumulated earnings | (2,494,740) | (2,373,218) | |
Total Uniti shareholders' deficit | (1,566,868) | (1,585,578) | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | $ 43,714 | 261 | |
Uniti Group Inc. | Series A Convertible Preferred Stock | |||
Liabilities: | |||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, no shares at December 31, 2019 and 88 shares at December 31, 2018, $87,500 liquidation value | $ 86,508 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of The Registrant (Parent Company) -Condensed Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 192,142,000 | 180,536,000 |
Common stock, shares outstanding | 192,141,634 | 180,536,000 |
Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Uniti Group Inc. | ||
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 192,142,000 | 180,536,000 |
Common stock, shares outstanding | 192,142,000 | 180,536,000 |
Uniti Group Inc. | Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 88,000 | 88,000 |
Convertible preferred stock, shares issued | 0 | 88,000 |
Convertible preferred stock, shares outstanding | 0 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of The Registrant (Parent Company) -Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Costs and Expenses: | |||||||||||
Interest expense | $ 390,112 | $ 319,591 | $ 305,994 | ||||||||
General and administrative expense | 102,900 | 85,198 | 72,045 | ||||||||
Other expense | (31,463) | (4,504) | 11,284 | ||||||||
Total costs and expenses | 1,042,040 | 1,006,510 | 963,709 | ||||||||
Income (loss) before income taxes | $ (16,843) | $ (21,522) | $ 47,390 | $ 6,546 | $ 14,470 | $ 2,758 | $ (6,239) | $ 135 | 15,571 | 11,124 | (47,677) |
Income tax expense (benefit) | 4,663 | (5,421) | (38,849) | ||||||||
Net income (loss) attributable to shareholders | 10,582 | 16,187 | (9,439) | ||||||||
Comprehensive (loss) income attributable to shareholders | (42,639) | 38,472 | 4,751 | ||||||||
Uniti Group Inc. | |||||||||||
Costs and Expenses: | |||||||||||
Interest expense | 119,702 | ||||||||||
General and administrative expense | 36 | 22 | 40 | ||||||||
Transaction related costs | 2,138 | ||||||||||
Other expense | 9,253 | ||||||||||
Total costs and expenses | 2,174 | 22 | 128,995 | ||||||||
Operating loss | (2,174) | (22) | (128,995) | ||||||||
Earnings from consolidated subsidiaries | 24,730 | 16,209 | 119,556 | ||||||||
Income (loss) before income taxes | 22,556 | 16,187 | (9,439) | ||||||||
Income tax expense (benefit) | 11,974 | ||||||||||
Net income (loss) attributable to shareholders | 10,582 | 16,187 | (9,439) | ||||||||
Comprehensive (loss) income attributable to shareholders | $ (42,639) | $ 38,472 | $ 4,751 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow from investing activities | |||
Proceeds from sale of real estate, net of cash | $ 130,429 | ||
Net cash used in investing activities | (544,781) | $ (480,543) | $ (1,019,408) |
Cash flow from financing activities | |||
Principal payment on debt | (21,080) | (21,080) | (21,080) |
Proceeds from issuance of Notes | 345,000 | 201,000 | |
Borrowings under revolving credit facility | 139,000 | 500,000 | 845,000 |
Payments under revolving credit facility | (203,981) | (140,000) | (565,000) |
Payments of contingent consideration | (32,253) | (18,640) | (19,999) |
Purchase of noncontrolling interests | (560) | ||
Payments for financing costs | (49,497) | (28,539) | |
Net share settlement | (1,834) | (1,605) | (1,836) |
Proceeds from sale of warrants | 50,819 | ||
Payment for bond hedge option | (70,035) | ||
Employee stock purchase plan | 883 | ||
Net increase (decrease) in cash and cash equivalents | 104,787 | (21,739) | (111,989) |
Cash and cash equivalents at beginning of period | 38,026 | 59,765 | 171,754 |
Cash and cash equivalents at end of period | 142,813 | 38,026 | 59,765 |
Non-cash investing and financing activities: | |||
Settlement of convertible preferred stock, Series A Shares | 87,500 | ||
Settlement of contingent consideration through non-cash consideration | 11,178 | ||
Uniti Group Inc. | |||
Cash flow from operating activities | |||
Net cash provided by (used in) operating activities | 199,572 | 425,771 | (602,530) |
Cash flow from investing activities | |||
Proceeds from sale of real estate, net of cash | 2,488 | ||
Net cash used in investing activities | 2,488 | ||
Cash flow from financing activities | |||
Principal payment on debt | (5,270) | ||
Dividends paid | (138,731) | (426,094) | (400,210) |
Proceeds from issuance of Notes | 83,665 | 201,000 | |
Borrowings under revolving credit facility | 350,000 | ||
Payments under revolving credit facility | (125,000) | ||
Payments of contingent consideration | (18,791) | ||
Purchase of noncontrolling interests | (560) | ||
Payments for financing costs | (2,895) | (24,686) | |
Common stock issuance, net of costs | 21,641 | 109,441 | 498,926 |
Net share settlement | (1,834) | (1,604) | (1,836) |
Proceeds from sale of warrants | 50,819 | ||
Payment for bond hedge option | (70,035) | ||
Intercompany transactions, net | (102,411) | (109,441) | |
Employee stock purchase plan | 883 | ||
Net cash (used in) provided by financing activities | (158,898) | (427,698) | 473,573 |
Net increase (decrease) in cash and cash equivalents | 43,162 | (1,927) | (128,957) |
Cash and cash equivalents at beginning of period | 261 | 2,188 | 131,145 |
Cash and cash equivalents at end of period | 43,423 | $ 261 | $ 2,188 |
Non-cash investing and financing activities: | |||
Settlement of convertible preferred stock, Series A Shares | 87,500 | ||
Settlement of contingent consideration through non-cash consideration | $ 11,178 |
Schedule I - Additional Informa
Schedule I - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Uniti Group Inc. | |||
Condensed Financial Statements Captions [Line Items] | |||
Cash dividends received from subsidiaries | $ 136.2 | $ 426.1 | $ 104.9 |
Uniti Group LP | |||
Condensed Financial Statements Captions [Line Items] | |||
Percentage of partnership interests owned | 98.20% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Account (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation Allowance of Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 8,176 | ||
Deductions | (8,176) | ||
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 2,288 | $ 1,011 | 1,352 |
Charged to Cost and Expenses | 1,140 | 1,333 | (86) |
Charged to Other Accounts | 45 | ||
Deductions | (685) | (56) | (300) |
Balance at End of Period | $ 2,743 | $ 2,288 | $ 1,011 |
Schedule III - Real Estate In_2
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 7,394,951 | $ 7,000,099 | $ 6,603,480 |
Accumulated Depreciation | 5,022,929 | $ 4,739,126 | $ 4,399,789 |
Land | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 26,672 | ||
Building and Improvements | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 333,272 | ||
Accumulated Depreciation | $ 175,093 | ||
Building and Improvements | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 3 years | ||
Building and Improvements | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 40 years | ||
Poles | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 258,535 | ||
Accumulated Depreciation | $ 185,907 | ||
Depreciable Lives | 30 years | ||
Fiber | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 2,645,726 | ||
Accumulated Depreciation | $ 1,216,173 | ||
Depreciable Lives | 30 years | ||
Equipment | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 5 years | ||
Equipment | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 7 years | ||
Copper | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,792,366 | ||
Accumulated Depreciation | $ 3,370,043 | ||
Depreciable Lives | 20 years | ||
Conduit | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 89,770 | ||
Accumulated Depreciation | $ 62,616 | ||
Depreciable Lives | 30 years | ||
Towers | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 168,154 | ||
Accumulated Depreciation | $ 8,582 | ||
Depreciable Lives | 20 years | ||
Real Property Interests | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 8,290 | ||
Accumulated Depreciation | 251 | ||
Finance Lease Assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 25,511 | ||
Accumulated Depreciation | 1,694 | ||
Other assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 11,747 | ||
Accumulated Depreciation | $ 2,570 | ||
Other assets | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 15 years | ||
Other assets | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 20 years | ||
Construction in progress | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 34,908 |
Schedule III - Real Estate In_3
Schedule III - Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Tenant capital improvements | $ 164,742 | $ 153,615 | $ 227,969 |
Aggregate cost of real estate federal income tax | $ 6,600,000 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Carrying cost: | |||
Gross amount at beginning | $ 7,000,099 | $ 6,603,480 | |
Tenant capital improvements | 164,742 | 153,615 | $ 227,969 |
Acquisitions | 293,562 | 231,142 | |
Other | 26,736 | 18,439 | |
Total additions | 485,040 | 403,196 | |
Cost of real estate sold or disposed | 90,188 | 6,577 | |
Total deductions | 90,188 | 6,577 | |
Balance at end | 7,394,951 | 7,000,099 | 6,603,480 |
Accumulated depreciation: | |||
Gross amount of accumulated depreciation at beginning | 4,739,126 | 4,399,789 | |
Depreciation | 291,398 | 343,282 | |
Other | 1,767 | (423) | |
Total additions | 293,165 | 342,859 | |
Amount of accumulated depreciation for assets sold or disposed | 9,362 | 3,522 | |
Total deductions | 9,362 | 3,522 | |
Balance at end | $ 5,022,929 | $ 4,739,126 | $ 4,399,789 |