Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | UNIT | |
Entity Registrant Name | Uniti Group Inc. | |
Entity Central Index Key | 0001620280 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 194,116,016 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-36708 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-5230630 | |
Entity Address, Address Line One | 10802 Executive Center Drive | |
Entity Address, Address Line Two | Benton Building Suite 300 | |
Entity Address, City or Town | Little Rock | |
Entity Address, State or Province | AR | |
Entity Address, Postal Zip Code | 72211 | |
City Area Code | (501) | |
Local Phone Number | 850-0820 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Property, plant and equipment, net | $ 3,254,600 | $ 3,409,945 |
Cash and cash equivalents | 109,329 | 142,813 |
Accounts receivable, net | 74,763 | 77,623 |
Goodwill | 690,672 | 690,672 |
Intangible assets, net | 523,718 | 531,979 |
Straight-line revenue receivable | 3,511 | 2,408 |
Other assets, net | 145,636 | 161,560 |
Assets held for sale | 211,851 | |
Total Assets | 5,014,080 | 5,017,000 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 171,149 | 227,121 |
Accrued interest payable | 97,816 | 28,800 |
Deferred revenue | 1,102,118 | 1,070,671 |
Derivative liability, net | 30,446 | 23,679 |
Dividends payable | 29,648 | 43,282 |
Deferred income taxes | 19,512 | 24,431 |
Finance lease obligations | 51,487 | 52,994 |
Contingent consideration | 5,916 | 11,507 |
Notes and other debt, net | 5,060,696 | 5,017,679 |
Liabilities held for sale | 40,743 | |
Total liabilities | 6,609,531 | 6,500,164 |
Commitments and contingencies (Note 13) | ||
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 192,281 shares at March 31, 2020 and 192,142 at December 31, 2019 | 19 | 19 |
Additional paid-in capital | 954,223 | 951,295 |
Accumulated other comprehensive loss | (28,717) | (23,442) |
Distributions in excess of accumulated earnings | (2,602,777) | (2,494,740) |
Total Uniti shareholders' deficit | (1,677,252) | (1,566,868) |
Noncontrolling interests: | ||
Operating partnership units | 81,676 | 83,704 |
Cumulative non-voting convertible preferred stock, $0.01 par value, 3 shares authorized, 1 issued and outstanding | 125 | |
Total shareholders' deficit | (1,595,451) | (1,483,164) |
Total Liabilities and Shareholders' Deficit | $ 5,014,080 | $ 5,017,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
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 | 192,281,000 | 192,142,000 |
Common stock, shares outstanding | 192,281,000 | 192,142,000 |
Cumulative non-voting convertible preferred stock par value | $ 0.01 | |
Cumulative non-voting convertible preferred shares authorized | 3,000 | |
Cumulative non-voting convertible preferred shares issued | 1,000 | |
Cumulative non-voting convertible preferred shares outstanding | 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of (Loss) Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 266,162 | $ 261,031 |
Costs and Expenses: | ||
Interest expense | 178,393 | 84,458 |
Depreciation and amortization | 86,121 | 103,827 |
General and administrative expense | 27,133 | 24,226 |
Operating expense (exclusive of depreciation and amortization) | 40,310 | 38,418 |
Transaction related and other costs | 15,972 | 6,669 |
Other (income) expense | 3,075 | (3,113) |
Total costs and expenses | 351,004 | 254,485 |
(Loss) income before income taxes | (84,842) | 6,546 |
Income tax (benefit) expense | (4,576) | 4,054 |
Net (loss) income | (80,266) | 2,492 |
Net (loss) income attributable to noncontrolling interests | (1,413) | 50 |
Net (loss) income attributable to shareholders | (78,853) | 2,442 |
Participating securities' share in earnings | (200) | (28) |
Dividends declared on convertible preferred stock | (3) | (656) |
Amortization of discount on convertible preferred stock | (745) | |
Net (loss) income attributable to common shareholders | $ (79,056) | $ 1,013 |
(Loss) earnings per common share: | ||
Basic | $ (0.41) | $ 0.01 |
Diluted | $ (0.41) | $ 0.01 |
Weighted-average number of common shares outstanding: | ||
Basic | 192,236 | 182,219 |
Diluted | 192,236 | 182,222 |
Leasing | ||
Revenues: | ||
Total revenues | $ 184,352 | $ 176,083 |
Costs and Expenses: | ||
Depreciation and amortization | 54,622 | 73,754 |
Fiber Infrastructure | ||
Revenues: | ||
Total revenues | 77,407 | 76,833 |
Costs and Expenses: | ||
Depreciation and amortization | 30,061 | 28,258 |
Tower | ||
Revenues: | ||
Total revenues | 3,720 | 5,080 |
Costs and Expenses: | ||
Depreciation and amortization | 769 | 1,414 |
Consumer CLEC | ||
Revenues: | ||
Total revenues | 683 | 3,035 |
Costs and Expenses: | ||
Depreciation and amortization | $ 594 | $ 346 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income | $ (80,266) | $ 2,492 |
Other comprehensive loss: | ||
Unrealized loss on derivative contracts | (7,036) | (21,686) |
Changes in foreign currency translation | 780 | |
Interest rate swap termination | 1,666 | |
Other comprehensive loss: | (5,370) | (20,906) |
Comprehensive loss | (85,636) | (18,414) |
Comprehensive loss attributable to noncontrolling interest | (1,508) | (412) |
Comprehensive loss attributable to common shareholders | $ (84,128) | $ (18,002) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Accumulated Earnings | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non-voting Preferred Shares |
Beginning balance, value at Dec. 31, 2018 | $ (1,493,203) | $ 18 | $ 757,517 | $ 30,105 | $ (2,373,218) | $ 92,375 | |
Beginning balance, shares at Dec. 31, 2018 | 180,535,971 | ||||||
Impact of change in accounting standard, net of tax | (63,110) | (63,110) | |||||
Net income (loss) | 2,492 | 2,442 | 50 | ||||
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 | (745) | (745) | |||||
Other comprehensive loss | (20,906) | (20,444) | (462) | ||||
Common stock dividends declared ($0.05 per share) | (8,022) | (8,022) | |||||
Distributions to noncontrolling interest | (207) | (207) | |||||
Convertible preferred stock dividends | (656) | (656) | |||||
Net share settlement | (1,579) | (1,579) | |||||
Stock-based compensation | 1,888 | 1,888 | |||||
Stock-based compensation, shares | 279,152 | ||||||
Equity settled contingent consideration | 11,178 | 11,178 | |||||
Equity settled contingent consideration, in shares | 645,385 | ||||||
Issuance of common stock - employee stock purchase plan | 447 | 447 | |||||
Issuance of common stock - employee stock purchase plan, in shares | 33,800 | ||||||
Ending balance, value at Mar. 31, 2019 | (1,550,782) | $ 18 | 790,347 | 9,661 | (2,442,564) | 91,756 | |
Ending balance, shares at Mar. 31, 2019 | 182,670,494 | ||||||
Beginning balance, value at Dec. 31, 2019 | (1,483,164) | $ 19 | 951,295 | (23,442) | (2,494,740) | 83,704 | |
Beginning balance, shares at Dec. 31, 2019 | 192,141,634 | ||||||
Net income (loss) | (80,266) | (78,853) | (1,413) | ||||
Other comprehensive loss | (5,370) | (5,275) | (95) | ||||
Common stock dividends declared ($0.05 per share) | (29,184) | (29,184) | |||||
Distributions to noncontrolling interest | (520) | (520) | |||||
Cumulative non-voting convertible preferred stock | 125 | $ 125 | |||||
Net share settlement | (373) | (373) | |||||
Stock-based compensation | 2,995 | 2,995 | |||||
Stock-based compensation, shares | 95,609 | ||||||
Issuance of common stock - employee stock purchase plan | 306 | 306 | |||||
Issuance of common stock - employee stock purchase plan, in shares | 43,849 | ||||||
Ending balance, value at Mar. 31, 2020 | $ (1,595,451) | $ 19 | $ 954,223 | $ (28,717) | $ (2,602,777) | $ 81,676 | $ 125 |
Ending balance, shares at Mar. 31, 2020 | 192,281,092 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||
Common stock dividends declared per share | $ 0.15 | $ 0.05 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flow from operating activities | ||
Net (loss) income | $ (80,266) | $ 2,492 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 86,121 | 103,827 |
Amortization of deferred financing costs and debt discount | 9,708 | 6,873 |
Write off of deferred financing costs and debt discount | 73,952 | |
Interest rate swap termination | 1,666 | |
Deferred income taxes | (4,919) | (2,063) |
Loss on derivative instruments | (269) | |
Straight-line revenues | 109 | (723) |
Stock-based compensation | 2,995 | 1,888 |
Change in fair value of contingent consideration | 1,495 | (3,256) |
Loss on asset disposal | 1,923 | |
Other | (97) | 637 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 3,246 | 25,603 |
Other assets | (8,083) | (974) |
Accounts payable, accrued expenses and other liabilities | 44,691 | 54,598 |
Net cash provided by operating activities | 132,272 | 188,902 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (4,210) | |
Other capital expenditures | (75,093) | (79,458) |
Net cash used in investing activities | (75,093) | (83,668) |
Cash flow from financing activities | ||
Repayment of Senior Secured Term Loan B | (2,044,728) | |
Principal payments on debt | (5,270) | |
Dividends paid | (42,519) | (110,348) |
Payments of contingent consideration | (7,086) | (8,170) |
Distributions paid to noncontrolling interest | (762) | (2,479) |
Borrowings under revolving credit facility | 139,000 | |
Payments under revolving credit facility | (196,700) | (30,000) |
Capital lease payments | (1,026) | (1,006) |
Payments for financing costs | (47,775) | (36,191) |
Common stock issuance, net of costs | 21,641 | |
Proceeds from issuance of notes | 2,250,000 | |
Employee stock purchase program | 306 | 446 |
Net share settlement | (373) | (1,579) |
Net cash used in financing activities | (90,663) | (33,956) |
Effect of exchange rates on cash and cash equivalents | 154 | |
Cash and cash equivalents, held for sale | (4,774) | |
Net (decrease) increase in cash and cash equivalents | (33,484) | 66,658 |
Cash and cash equivalents at beginning of period | 142,813 | 38,026 |
Cash and cash equivalents at end of period | 109,329 | 104,684 |
Non-cash investing and financing activities: | ||
Property and equipment acquired but not yet paid | 14,221 | 19,065 |
Tenant capital improvements | $ 36,444 | 29,651 |
Settlement of contingent consideration through non-cash consideration | $ 11,178 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
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 The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies The accompanying Condensed Consolidated Financial Statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries, including the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation . ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined as the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (“Annual Report”), filed with the SEC on March 12, 2020. Accordingly, significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our Annual Report. Going Concern — Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) We are party to a master lease agreement (the “Master Lease”) with Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), from which 65.0% of our revenue for the year ended December 31, 2019 was derived. 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. 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 (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. On May 8, 2020, the U.S. Bankruptcy Court for the Southern District of New York approved the Settlement. See Note 13. 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 Condensed 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 the Settlement not implemented), and has noted the absence of any provision in the Master Lease that compels 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. 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 finalizing and executing definitive documentation, the receipt of certain regulatory approvals and other conditions precedent, including Uniti’s receipt of satisfactory “true lease” opinions confirming that the New Leaeses are “true leases” for U.S. federal income tax purposes. Following satisfaction of all such conditions precedent, consummation of the Settlement will occur on the earlier of Windstream’s emergence from bankruptcy and February 28, 2021. All litigation between Windstream and Uniti is stayed while the parties implement the Settlement. 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 intention 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 Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Goodwill In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. In accordance with ASC 350, Intangibles – Goodwill and Other , we have considered events or circumstances resulting from the COVID-19 pandemic that may indicate whether it is more likely than not that the fair value of reporting unit is less than its carrying value. After consideration of such events or circumstances, including evaluating potential impacts on our judgements and estimates regarding our projected cash flows used in the determination of the estimated fair value of our Fiber reporting unit, we have determined that it is not more likely than not that the fair value of reporting unit is less than its carrying value Our first priority remains the health and safety of our employees, customers and other business partners. We have been actively monitoring and following government recommendations as we adjust business practices and standard operating procedures to ensure the protection of team members and ensure the continuity of our business. As of the date of this Quarterly Report on Form 10-Q, we have not experienced significant disruptions in our operations or network performance, incurred significant delays in our permitting process that would impact our timing of service installations, had disruptions or cost increases in our supply chain, or received significant requests for payment relief from our customers as a result of the COVID-19 pandemic. Furthermore, as of the date of this Quarterly Report on Form 10-Q, we have not observed declines in the valuation of relevant acquisitions, which would impact the estimated fair value of our Fiber reporting unit under the market approach, as we use market data of comparable business and acquisition valuations of recent transactions to estimate fair value. As a result, we concluded that no triggering events were present and have not performed an interim impairment analysis during the quarter. We have implemented policies and procedures designed to mitigate the risk of adverse impacts of the COVID-19 pandemic, or a future pandemic, on our operations, but we may incur additional costs to ensure continuity of business operations caused by COVID-19, or other future pandemics, which could adversely affect our financial condition and results of operations. However, the extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. Concentration of Credit Risks Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. Reclassifications —Certain prior year asset categories and related amounts in Note 4 have been reclassified to conform with current year presentation. Recently Issued Accounting Standards On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We adopted ASU 2016-13 effective January 1, 2020, and there was no material impact on our financial statements and related disclosures. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 3. Revenues The following is a description of principal activities, separated by reportable segments ( see Note 12 ), from which the Company generates its revenues. Leasing Leasing revenue represents the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Due to the nature of these activities, they are outside the scope of the guidance of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ See Note 4 . Fiber Infrastructure The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides (i) consumer, enterprise, wholesale and backhaul lit fiber, (ii) E-rate, (iii) small cell, (iv) construction services, (v) dark fiber and (vi) other revenue generating activities. i. Consumer, enterprise, wholesale, and backhaul lit fiber fall under the guidance of Topic 606. Revenue is recognized over the life of the contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. ii. E-rate contracts involve providing lit fiber services to schools and libraries, and is governed by Topic 606. Revenue is recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. iii. Small cell contracts provide improved network connection to areas that may not require or accommodate a tower. Small cell arrangements typically contain five streams of revenue: site development, radio frequency (“RF”) design, dark fiber lease, construction services, and maintenance services. Site development, RF design and construction are each separate services and are considered distinct performance obligations under Topic 606. Dark fiber and associated maintenance services constitute a lease, and as such, they are outside the scope of Topic 606 and are governed by other applicable guidance. iv. Construction revenue is generated from contracts to provide various construction services such as equipment installation or the laying of fiber. Construction revenue is recognized over time as construction activities occur as we are either enhancing a customer’s owned asset or constructing an asset with no alternative use to us and we would be entitled to our costs plus a reasonable profit margin if the contract was terminated early by the customer. We are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. v. Dark fiber arrangements represent operating leases under ASC 842 and are outside the scope of Topic 606. When (a) a customer makes an advance payment or (b) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise. vi. The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation. Towers The Towers segment represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate, which we then lease to our customers in the United States. Revenue from our towers business qualifies as a lease under ASC 842 and is outside the scope of Topic 606. Consumer CLEC The Consumer CLEC segment represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which provides local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers are billed monthly for services rendered based on actual usage or contracted amounts. The transaction price is equal to the monthly-recurring charge multiplied by the initial contract term (typically 12 months), plus any non-recurring or variable charges. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Three Months Ended March 31, (Thousands) 2020 2019 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 28,192 $ 32,205 Enterprise and wholesale 19,258 16,729 E-Rate and government 20,937 21,995 Other 548 1,009 Fiber Infrastructure $ 68,935 $ 71,938 Consumer CLEC 683 3,035 Total revenue from contracts with customers 69,618 74,973 Revenue accounted for under other applicable guidance 196,544 186,058 Total revenue $ 266,162 $ 261,031 At March 31, 2020, and December 31, 2019, lease receivables were $22.7 million and $28.8 million, respectively, and receivables from contracts with customers were $51.8 million and $48.6 million, respectively. Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the three months ended March 31, 2020, we recognized revenues of $1.4 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, 2019 $ 11,535 $ 12,717 Balance at March 31, 2020 $ 14,396 $ 12,098 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of March 31, 2020, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $541.2 2.0 6.8 Practical Expedients and Exemptions We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less. We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, such amounts are not included in revenue. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 4. Leases Lessor Accounting We lease communications towers, ground, communications equipment, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from five to 35 years, most of which includes options to extend or renew the leases for five to 80 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. The components of lease income for the three months ended March 31, 2020 and 2019, respectively, are as follows: (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Lease income - operating leases $ 196,544 $ 186,058 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows: (Thousands) March 31, 2020 (1) 2020 $ 551,426 2021 730,220 2022 733,125 2023 736,246 2024 739,402 Thereafter 4,320,830 Total lease receivables $ 7,811,249 (1) The underlying assets under operating leases where we are the lessor as of March 31, 2020 (Thousands) March 31, 2020 December 31, 2019 Land $ 27,373 $ 27,392 Building and improvements 341,553 341,096 Real property interest - - Poles 259,569 258,535 Fiber 2,864,022 2,836,939 Equipment 421 419 Copper 3,801,636 3,792,366 Conduit 89,771 89,770 Tower assets 182,864 168,453 Finance lease assets 32,782 32,660 Other assets 10,278 10,279 7,610,269 7,557,909 Less: accumulated depreciation (5,088,651 ) (5,033,080 ) Underlying assets under operating leases, net (1) $ 2,521,618 $ 2,524,829 (1) Depreciation expense for the underlying assets under operating leases where we are the lessor for the three months ended March 31, 2020 and 2019, respectively, is summarized as follows: (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Depreciation expense for underlying assets under operating leases $ 56,134 $ 76,274 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation, dark fiber lease arrangements, and buildings. We also have finance leases for dark fiber lease arrangements and other communications equipment. Our leases have initial lease terms ranging from less than one year to 30 years, most of which includes options to extend or renew the leases for less than one year to 85 years, and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. As of March 31, 2020 million The components of lease cost for the three months ended March 31, 2020 and 2019 are as follows: (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Finance lease cost Amortization of ROU assets $ 1,026 $ 1,006 Interest on lease liabilities 989 1,069 Total finance lease cost 2,015 2,075 Operating lease cost 7,538 6,587 Short-term lease cost 483 1,191 Variable lease cost 18 798 Less sublease income (3,685 ) (2,477 ) Total lease cost $ 6,369 $ 8,174 Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of March 31, 2020 (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2020 December 31, 2019 Operating leases ROU assets, net (1) Other assets, net $ 127,184 $ 127,490 Lease liabilities (2) Accounts payable, accrued expenses and other liabilities, net 127,856 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 128,464 $ 129,900 Lease liabilities Finance lease obligations 51,487 52,994 Weighted-average remaining lease term Operating leases 11.9 years 11.8 years Finance leases 13.8 years 13.9 years Weighted-average discount rate Operating leases 10.0 % 9.7 % Finance leases 8.0 % 8.0 % (1) (2) Other information related to leases as of March 31, 2020 and 2019, respectively, (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 989 $ 1,069 Operating cash flows from operating leases 7,452 6,519 Financing cash flows from finance leases 1,026 1,006 Non-cash items: New operating leases $ 2,985 $ - New finance leases - - Future lease payments under non-cancellable leases as of March 31, 2020 (Thousands) Operating Leases Finance Leases 2020 $ 20,413 $ 5,551 2021 25,055 6,807 2022 22,540 6,676 2023 20,316 6,655 2024 16,160 6,290 Thereafter 127,085 50,506 Total undiscounted lease payments $ 231,569 $ 82,485 Less: imputed interest (103,713 ) (30,998 ) Total lease liabilities $ 127,856 $ 51,487 Future sublease rentals as of March 31, 2020 are as follows: (Thousands) Sublease Rentals 2020 $ 8,833 2021 12,353 2022 12,418 2023 12,580 2024 12,774 Thereafter 132,949 Total $ 191,907 |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | Note 5. Assets and Liabilities Held for Sale In February 2020, the Company entered into a definitive agreement to sell a wireless infrastructure company 486 of our U.S. towers (the “U.S. Towers”) located across 32 states for total cash consideration of approximately $190 million, subject to adjustments. Concurrent with the sale of the U.S. towers, we entered into a strategic “off-take” tower arrangement with the buyer. Pursuant to the “off-take” arrangement, we will continue to build towers in the U.S. and sell those towers to our partner at an agreed upon price during 2020. In May 2020, we entered into a revised agreement that modifies the structure of the previous agreement . See Note 15. The following table presents the assets and liabilities associated with the U.S. Towers classified as held for sale as of March 31, 2020: (Thousands) March 31, 2020 Assets: Property, plant and equipment, net $ 171,936 Right of use assets, net 39,915 Total Assets $ 211,851 Liabilities: Lease liabilities $ 40,743 Total Liabilities $ 40,743 The U.S. Towers are included in the results of the Towers segment. The sale does not represent a strategic shift that will have a major effect on operations and financial results and, therefore, did not qualify for presentation as a discontinued operation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date; Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for the asset or liability. Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative asset and liability, our outstanding notes and other debt, contingent consideration and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at March 31, 2020 and December 31, 2019: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At March 31, 2020 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,092,500 $ - 2,092,500 $ - Senior secured notes - 6.00%, due April 15, 2023 495,000 - 495,000 - Senior unsecured notes - 8.25%, due October 15, 2023 854,700 - 854,700 - Senior unsecured notes - 7.125%, due December 15, 2024 441,000 - 441,000 - Exchangeable senior notes - 4.00%, due June 15, 2024 277,725 - 277,725 - Senior secured revolving credit facility, variable rate, due April 24, 2022 378,281 - 378,281 - Derivative liability, net 30,446 - 30,446 - Contingent consideration 5,916 - - 5,916 Total $ 4,575,568 $ - $ 4,569,652 $ 5,916 (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, 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 The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments. The total principal balance of our outstanding notes and other debt was $5.2 $4.5 See Note 8 Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes ( see Note 10 ) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information, quoted market prices, and current market rates for similar convertible debt instruments. We acquired Tower Cloud, Inc. (“Tower Cloud”) on August 31, 2016. As part of the Tower Cloud acquisition, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones from the date of acquisition through December 31, 2021. 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. $5.9 , 2020 7.1 Changes in the fair value of contingent consideration arrangements are recorded in our Condensed Consolidated Statement of (Loss) Income in the period in which the change occurs. For the three months ended March 31, 2020, there was a $1.5 The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2019 Transfers into Level 3 (Gain)/Loss included in earnings Settlements March 31, 2020 Contingent consideration $ 11,507 $ - $ 1,495 $ (7,086 ) $ 5,916 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 7. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives March 31, 2020 December 31, 2019 Land Indefinite $ 28,699 $ 28,337 Building and improvements 3 - 40 years 356,850 355,225 Real property interests (1 ) 281 3,308 Poles 30 years 259,569 258,535 Fiber 30 years 3,512,240 3,456,398 Equipment 5 - 7 years 305,789 293,427 Copper 20 years 3,801,637 3,792,366 Conduit 30 years 89,771 89,770 Tower assets 20 years 9,022 170,063 Finance lease assets (1 ) 128,464 129,900 Other assets 15 - 20 years 10,356 11,591 Corporate assets 3 - 7 years 12,293 5,552 Construction in progress (1 ) 81,554 89,007 8,596,525 8,683,479 Less accumulated depreciation (5,341,925 ) (5,273,534 ) Net property, plant and equipment $ 3,254,600 $ 3,409,945 (1) See our Annual Report for property, plant and equipment accounting policies. Depreciation expense for the three months ended March 31, 2020 and 2019 $77.8 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 8. Derivative Instruments and Hedging Activities The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. On April 27, 2015, we entered into fixed for floating interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate Senior Secured Term Loan B facility. These interest rate swaps were designated as cash flow hedges and have a notional value of $2.04 As result of the repayment of the Company’s term loan facility in February of 2020 ( see Note 10 ), the Company entered into receive-fixed interest rate swaps to offset its existing pay-fixed interest rate swaps. As a result, the Company discontinued hedge accounting as the hedge accounting requirements were no longer met. Amounts in accumulated other comprehensive (loss) income as of the date of de-designation, will be reclassified to interest expense as the hedged transactions impact earnings. Prospectively, changes in fair value of all interest rate swaps will be recorded directly to earnings. The Company has elected to offset derivative positions that are subject to master netting arrangements with the same counterparty in our Condensed Consolidated Balance Sheets. The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of March 31, 2020 were as follows: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Recognized Assets or Liabilities Gross Amounts Offset in the Condensed Consolidated Balance Sheets Net Amounts of Assets or Liabilities presented in the Condensed Consolidated Balance Sheets Assets Interest rate swaps $ 35,302 $ (35,302 ) $ - Total $ 35,302 $ (35,302 ) $ - Liabilities Interest rate swaps $ 65,748 $ (35,302 ) $ 30,446 Total $ 65,748 $ (35,302 ) $ 30,446 The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2020 December 31, 2019 Interest rate swaps Derivative liability, net $ 30,446 $ 23,679 As of March 31, 2020 and 2019, respectively, all of the interest rate swaps were valued in net unrealized loss positions and recognized as liability balances within the derivative liability, net in our Condensed Consolidated Balance Sheets For the three months ended March 31, 2020 and 2019, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $7.7 million and $19.6 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of (Loss) Income for the three months ended March 31, 2020 and 2019, was $2.3 million and ($2.1 million), respectively. During the next twelve months, beginning April 1, 2020, we estimate that $11.3 million will be reclassified as an increase to interest expense. Exchangeable Notes Hedge Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes ( see Note 10 ), and on June 27, 2019, concurrently with the exercise by the Initial Purchasers (as defined below) of their option to purchase additional Exchangeable Notes, Uniti Fiber, the issuer of the Exchangeable Notes, entered into the Note Hedge Transactions with certain of the Counterparties. The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of the Company’s common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions have an initial strike price that corresponds to the initial exchange price of the Exchangeable Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are intended to reduce potential dilution to the Company’s common stock upon any exchange of the Exchangeable Notes and/or offset any cash payments Uniti Fiber is required to make in excess of the principal amount of exchanged Exchangeable Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the Note Hedge Transactions, at the time of exercise is greater than the strike price of the Note Hedge Transactions. The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. Uniti Fiber used approximately $70.0 million of the net proceeds from the offering of the Exchangeable Notes to pay the cost of the Note Hedge Transactions. The Note Hedge Transactions meet certain accounting criteria under GAAP, and are recorded in additional paid-in capital on our Condensed Consolidated Balance Sheets, and are not accounted for as derivatives that are remeasured each reporting period. Warrant Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the exercise by the Initial Purchasers of their option to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties Warrants to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of approximately $16.42 per share. The maximum number of shares of the Company’s common stock that could be issued pursuant to the Warrants is approximately 55.5 million. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). If the market value per share of the Company’s common stock, as measured under the Warrants, at the time of exercise exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants will expire over a period beginning in September 2024. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $50.8 million from the offering and sale of the Warrants. The Warrants meet certain accounting criteria under GAAP, and are recorded in additional paid-in capital on our Condensed Consolidated Balance Sheets, and are not accounted for as derivatives that are remeasured each reporting period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9. Goodwill and Intangible Assets There were no changes in the carrying amount of goodwill occurring during the three months ended March 31, 2020. (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2019 $ 690,672 $ 690,672 Goodwill at March 31, 2020 690,672 690,672 (Thousands) March 31, 2020 December 31, 2019 Original Cost Accumulated Amortization Original Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ - $ - $ 2,000 $ - Finite life intangible assets: Customer lists $ 450,603 $ (100,132 ) $ 450,603 $ (93,794 ) In-place lease 50,705 (1,479 ) 50,705 (845 ) Rights of way 124,696 (2,425 ) 124,696 (1,386 ) Trade name 2,000 (250 ) - - Total intangible assets $ 628,004 $ 628,004 Less: Accumulated amortization (104,286 ) (96,025 ) Total intangible assets, net $ 523,718 $ 531,979 As of March 31 20.2 March 31, 2020 and 2019 w 8.3 Amortization expense is estimated to be $ 31.4 |
Notes and Other Debt
Notes and Other Debt | 3 Months Ended |
Mar. 31, 2020 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 10. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) March 31, 2020 December 31, 2019 Principal amount $ 5,233,319 $ 5,224,747 Less unamortized discount, premium and debt issuance costs (172,623 ) (207,068 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 5,060,696 $ 5,017,679 Notes and other debt at March 31, 2020 and December 31, 2019 consisted of the following: March 31, 2020 December 31, 2019 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.47% $ - - $ 2,044,728 $ (74,523 ) Senior secured notes - 7.875% (discount is based on imputed interest rate of 8.39% 2,250,000 (45,776 ) - - Senior secured notes - 6.00% (discount is based on imputed interest rate of 6.29% 550,000 (5,248 ) 550,000 (5,633 ) Senior unsecured notes - 8.25% (discount is based on imputed interest rate of 9.06% 1,110,000 (27,201 ) 1,110,000 (28,808 ) Senior unsecured notes - 7.125% due December 15, 2024 600,000 (6,063 ) 600,000 (6,304 ) Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1% 345,000 (81,516 ) 345,000 (85,272 ) Senior secured revolving credit facility, variable rate, due April 24, 2022 378,319 (6,819 ) 575,019 (6,528 ) Total $ 5,233,319 $ (172,623 ) $ 5,224,747 $ (207,068 ) At March 31, 2020, notes and other debt included the following: (i) $2.25 billion aggregate principal amount of 7.875% senior secured notes due 2025 (the “2025 Secured Notes”); (ii) $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “2023 Secured Notes” and, together with the 2025 Secured Notes, the “Secured Notes”); (iii) $1.11 billion aggregate principal amount of 8.25% Senior Unsecured Notes due October 15, 2023 (the “2023 Notes”); (iv) $600.0 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”); (v) $345.0 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes” and together with the Secured Notes, the 2023 Notes and the 2024 Notes, the “Notes”) and (vi) $378.3 million under the senior secured revolving credit facility (the “Revolving Credit Facility”), variable rate, that matures April 24, 2022 pursuant the credit agreement by and among the Borrowers (as defined below), the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”). On February 10, 2020, the Operating Partnership and certain of its wholly-owned subsidiaries issued the 2025 Secured Notes and used the proceeds from the offering to repay all $2.05 billion of outstanding term loans under our senior secured credit facilities and to repay approximately $156.7 million of revolving loans (and terminated related commitments of approximately $157.6 million). As a result of the repayment of the term loans and terminated commitments of the revolving loans, we recognized $72.5 million and $1.4 million, respectively, of non-cash interest expense for the write off of the unamortized discount and deferred financing costs within interest expense, net on the Condensed Consolidated Statements of (Loss) Income for the three months ended March 31, 2020. Credit Agreement The Operating Partnership , Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Borrowers”) are borrowers under the Credit Agreement, which as of December 31, 2019, which provided for a term loan facility (in an initial principal amount of $2.14 billion) and provides for a revolving credit facility (in an initial aggregate principal amount of up to $750 million) (the “Revolving Credit Facility”). 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 under the Revolving Credit Facility (and terminated related commitments in an amount equal to $157.6 million, thereby reducing total commitments under the Revolving Credit Facility to $418.3 million). All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s 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 March 31, 2020, the Borrowers were in compliance with all of the covenants under the Credit Agreement. On March 18, 2019, we received a limited waiver from our lenders under our Credit Agreement, waiving an event of default related solely to the receipt of a going concern opinion from our auditors for our 2018 audited financial statements. The limited waiver was issued in connection with the fourth amendment (the “Fourth Amendment”) to our Credit Agreement. During the pendency of Windstream’s bankruptcy, the Fourth Amendment generally limits our ability under the Credit Agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of 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 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. 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. 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 2023 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 and the Subsidiary Guarantors (other than Uniti Fiber, which is a co-issuer of the 2024 Notes). On February 10, 2020, the Borrowers 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. The 2025 Secured Notes are guaranteed by the Company and the Subsidiary Guarantors (other than Uniti Fiber, which is a co-issuer of the 2025 Secured Notes). The Exchangeable Notes On June 28, 2019, Uniti Fiber 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 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. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Exchangeable Notes and the fair value of the liability component of the Exchangeable Notes. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. Debt issuance costs related to the Exchangeable Notes were comprised of commissions payable to the Initial Purchasers of $10.4 million and third-party costs of approximately $1.4 million. In accounting for the debt issuance costs related to the issuance of the Exchangeable Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Exchangeable Notes balance on our Condensed Consolidated Balance Sheets. These costs are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes. Debt issuance costs of $2.9 million attributable to the equity component are netted with the equity component in stockholders’ equity, which netted to $80.8 million. Deferred Financing Cost Deferred financing costs were incurred in connection with the issuance of the Notes and the Revolving Credit Facility. These costs are amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our Condensed Consolidated Statements of (Loss) In For the three months ended March 31, 2020 and 2019, we recognized $3.0 million and $3.8 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11. Earnings Per Share Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3% Convertible Preferred Stock, $0.0001 par value (“Series A Shares”), issued in connection with the May 2, 2016 acquisition of PEG Bandwidth, LLC, was calculated using the net share settlement method, whereby the redemption value of the instrument is assumed to be settled in cash and only the conversion premium, if any, is assumed to be settled in shares. The Series A Shares provided Uniti the option to settle the instrument in cash or shares. During the second quarter of 2019, the Company received notice from the holder of the Series A Shares of its election to convert all its shares, and the Company made an election to issue shares upon conversion, which occurred on July 2, 2019. The dilutive effect of the Exchangeable Notes ( see Note 10 ) is calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the Warrants ( see Note 8 ) is calculated using the treasury-stock method. During the three months ended March The following sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended March 31, (Thousands, except per share data) 2020 2019 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (78,853 ) $ 2,442 Less: Income allocated to participating securities (200 ) (28 ) Dividends declared on convertible preferred stock (3 ) (656 ) Amortization of discount on convertible preferred stock - (745 ) Net (loss) income attributable to common shares $ (79,056 ) $ 1,013 Denominator: Basic weighted-average common shares outstanding 192,236 182,219 Basic earnings (loss) per common share $ (0.41 ) $ 0.01 Three Months Ended March 31, (Thousands, except per share data) 2020 2019 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (78,853 ) $ 2,442 Less: Income allocated to participating securities (200 ) (28 ) Dividends declared on convertible preferred stock (3 ) (656 ) Amortization of discount on convertible preferred stock - (745 ) Impact on if-converted dilutive securities - - Net (loss) income attributable to common shares $ (79,056 ) $ 1,013 Denominator: Basic weighted-average common shares outstanding 192,236 182,219 Effect of dilutive non-participating securities - 3 Impact on if-converted dilutive securities - - Weighted-average shares for dilutive earnings per common share 192,236 182,222 Dilutive earnings (loss) per common share $ (0.41 ) $ 0.01 For the three months ended March 31, 2020 For the three months ended March 31, 2019, 261,543 non-participating securities were excluded from the computation of diluted earnings per share, as the performance conditions were not met. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. Segment Information Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as four reportable segments in addition to our corporate operations, which include: Leasing : Represents the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Fiber Infrastructure : Represents the operations of our fiber business, Uniti Fiber, which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry. Towers : Represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate and lease space on communications towers to wireless service providers and other tenants in the United States . O n April 2, 2019, the Company completed the sale of LATAM and no longer has on-going operations in Latin America. On May 23, 2019, the Company completed the sale of substantially all of its ground lease business located across the United States. 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 5 . Consumer CLEC : Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which prior to the Spin-Off was reported as an integrated operation within Windstream. Talk America provides local telephone, high-speed internet and long distance services to customers in the eastern and central United States. We have commenced a wind down of our Consumer CLEC business, which we estimate will be completed during the second quarter of 2020. Corporate Represents our corporate and back office functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. Management e valuates 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 three months ended March 31 Three Months Ended March 31, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 184,352 $ 77,407 $ 3,720 $ 683 $ - $ 266,162 Adjusted EBITDA $ 181,879 $ 27,541 $ (8 ) $ 17 $ (7,715 ) $ 201,714 Less: Interest expense 178,393 Depreciation and amortization 54,622 30,061 769 594 75 86,121 Other expense, net 3,075 Transaction related and other costs 15,972 Stock-based compensation 2,995 Income tax benefit (4,576 ) Net loss $ (80,266 ) Three Months Ended March 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 176,083 $ 76,833 $ 5,080 3,035 $ - $ 261,031 Adjusted EBITDA $ 174,751 $ 30,000 $ 325 $ 646 $ (5,447 ) $ 200,275 Less: Interest expense 84,458 Depreciation and amortization 73,754 28,258 1,414 346 55 103,827 Other income, net (3,113 ) Transaction related and other costs 6,669 Stock-based compensation 1,888 Income tax expense 4,054 Net income $ 2,492 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. 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. 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 in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2019 Constructive Fraudulent Transfer Master Lease for Personal Property . Windstream alleges that the Master Lease is a lease of personal property. If the Master Lease were determined to be a lease of personal property, the deadline for Windstream Holdings to assume or reject the Master Lease would be the confirmation of its plan of reorganization by the Bankruptcy Court, which would extend the deadline that would otherwise be applicable under the bankruptcy code if the Master Lease were treated as a lease of real property, and Windstream could seek from the Bankruptcy Court relief from its current performance obligations during the bankruptcy case. In addition, if the Master Lease were determined to be a lease of personal property, this could also impact our status as a REIT if the Internal Revenue Service were to determine that our gross income is not sufficiently derived from real property. On January 21, 2020, Windstream agreed to stay, without prejudice, its action seeking a determination that the Master Lease is a lease of personal property. Breach of Contract Mediation . Uniti, Windstream and Windstream’s creditors engaged in mediation in the Windstream bankruptcy to resolve claims brought by Windstream against Uniti, which culminated in the March 2, 2020 announcement of the Settlement. On May 8, 2020, the U.S. Bankruptcy Court for the Southern District of New York approved 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 from bankruptcy 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 (“ 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. Certain copper CLEC assets will be governed under the New Lease relating to the ILEC facilities. The initial aggregate annual rent under the New Leases will be equal to the annual rent under the Master Lease currently in effect. Each of Windstream Holdings, Inc., Windstream Services, LLC, and certain subsidiaries and/or newly formed affiliated entities will become parties to the New Leases. The New Leases will contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is a tenant under one of the New Leases. In addition, the New Leases will be amended to require that Windstream maintain certain financial covenants and to permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the New Leases so long as it does not transfer interests to a Windstream competitor. 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. Growth Capital Improvements will exclude maintenance or repair expenditures and expenditures toward fiber replacement in excess of $70 million per year and will be subject to Uniti’s approval based on underwriting standards to be included in the New Leases. Annual commitments by Uniti for the Growth Capital Improvements will comprise: $125 million in 2020; $225 million per year in 2021 through 2024; $175 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029. Windstream will be entitled to reimbursement for any cumulative Growth Capital Improvements it incurs in excess of the foregoing annual amounts from the commitment amounts in a subsequent period. On the first anniversary of an installment of funding for a Growth Capital Improvement, the annual base rent payable by Windstream will increase by an amount equal to 8.0% of such installment of funding. The Rent Rate will thereafter increase to 100.5% of the prior Rent Rate in subsequent years. 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 with certain first lien creditors of Windstream, pursuant to which Uniti will sell an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share, at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached (the “Settlement Common Stock”). Uniti will transfer the proceeds from the sale of the Settlement Common Stock to Windstream as additional settlement consideration. The issuance and sale of the Settlement Common Stock will be made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Certain recipients of the Settlement Common Stock will be subject to a one-year Finally, on March 2, 2020, Uniti, Windstream and certain of Windstream’s creditors entered into a Plan Support Agreement. Pursuant to the Plan Support Agreement, the Parties agreed to support the Settlement and the approval of a plan of reorganization for Windstream on the terms and subject to the conditions described therein. The Plan Support Agreement is terminable by the Parties upon the occurrence of certain specified termination events, including, among other things, (i) the failure by Windstream to timely appeal any order by the bankruptcy court denying the Settlement or any order overturning an order approving the Settlement on appeal, and (ii) the issuance by a regulatory authority of an order enjoining, or the commencement of an action that could be reasonably expected to enjoin, material portions of the settlement or substantial consummation of the Settlement (subject to a 10 day cure period). The Settlement is subject to finalizing and executing definitive documentation, the receipt of certain regulatory approvals and other conditions precedent, including Uniti’s receipt of satisfactory “true lease” opinions confirming that the New Leases are “true leases” for U.S. federal income tax purposes. Following satisfaction of all such conditions precedent, consummation of the Settlement will occur on the earlier of Windstream’s emergence from bankruptcy and February 28, 2021. All litigation between Windstream and Uniti, including matters referenced herein, is stayed while the parties implement the Settlement. 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. 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 Quarterly Report on Form 10-Q, 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 Condensed 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 . Other Litigation 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, 2020, 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 Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. Ibrahim E. Safadi, Phil Queder and Michael Avery filed separate putative class actions in the U.S. District Court for the Eastern District of Arkansas against the Company and certain of our officers on October 25, 2019, December 6, 2019, and December 23, 2019, respectively, alleging violations of the federal securities laws (the “Shareholder Actions”). The Shareholder Actions seek to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019 (in the case of the Safadi and Queder actions) and April 20, 2015 and June 24, 2019 (in the case of the Avery action). The Shareholder Actions assert 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 Shareholder Actions seek class certification, unspecified monetary damages, costs and attorneys’ fees and other relief. On March 12, 2020, the U.S. District Court for the Eastern District of Arkansas consolidated the Shareholder Actions and appointed lead plaintiffs and lead counsel in the consolidated cases under the caption In re Uniti Group Inc. Securities Litigation 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 Growth Capital Expenditures |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 14. Accumulated Other Comprehensive (Loss) Income Changes in accumulated other comprehensive (loss) income by component is as follows for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, (Thousands) 2020 2019 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period attributable to common shareholders $ (23,442 ) $ 30,042 Other comprehensive loss before reclassifications (7,713 ) (19,626 ) Amounts reclassified from accumulated other comprehensive income 677 (2,060 ) Balance at end of period (30,478 ) 8,356 Less: Other comprehensive loss attributable to noncontrolling interest (125 ) (479 ) Balance at end of period attributable to common shareholders (30,353 ) 8,835 Interest rate swap termination: - Balance at beginning of period attributable to common shareholders - - Amounts reclassified from accumulated other comprehensive income 1,666 - Balance at end of period 1,666 - Less: Other comprehensive income attributable to noncontrolling interest 30 Balance at end of period attributable to common shareholders 1,636 - Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders - 63 Translation adjustments - 780 Amounts reclassified from accumulated other comprehensive income - - Balance at end of period - 843 Less: Other comprehensive income attributable to noncontrolling interest - 17 Balance at end of period attributable to common shareholders - 826 Accumulated other comprehensive (loss) income at end of period $ (28,717 ) $ 9,661 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events In May 2020, we renegotiated the terms of the sale of our U.S. towers, which is subject to finalizing definitive documentation and various closing conditions. As contemplated, we will sell 90% of the U.S. towers business, including approximately 486 of our U.S. towers located across 32 states, to Melody Investment Advisors (“Melody”) for approximately $220.0 million, subject to adjustments. Uniti will retain a 10 investment interest through an affiliate of Melody, and receive incremental earn-out payments for each additional tower completed in 2020. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern — Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) We are party to a master lease agreement (the “Master Lease”) with Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), from which 65.0% of our revenue for the year ended December 31, 2019 was derived. 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. 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 (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. On May 8, 2020, the U.S. Bankruptcy Court for the Southern District of New York approved the Settlement. See Note 13. 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 Condensed 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 the Settlement not implemented), and has noted the absence of any provision in the Master Lease that compels 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. 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 finalizing and executing definitive documentation, the receipt of certain regulatory approvals and other conditions precedent, including Uniti’s receipt of satisfactory “true lease” opinions confirming that the New Leaeses are “true leases” for U.S. federal income tax purposes. Following satisfaction of all such conditions precedent, consummation of the Settlement will occur on the earlier of Windstream’s emergence from bankruptcy and February 28, 2021. All litigation between Windstream and Uniti is stayed while the parties implement the Settlement. 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 intention 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 Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Goodwill | Goodwill In December 2019, an outbreak of a new strain of coronavirus (“COVID-19”) began in Wuhan, Hubei Province, China. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. In accordance with ASC 350, Intangibles – Goodwill and Other , we have considered events or circumstances resulting from the COVID-19 pandemic that may indicate whether it is more likely than not that the fair value of reporting unit is less than its carrying value. After consideration of such events or circumstances, including evaluating potential impacts on our judgements and estimates regarding our projected cash flows used in the determination of the estimated fair value of our Fiber reporting unit, we have determined that it is not more likely than not that the fair value of reporting unit is less than its carrying value Our first priority remains the health and safety of our employees, customers and other business partners. We have been actively monitoring and following government recommendations as we adjust business practices and standard operating procedures to ensure the protection of team members and ensure the continuity of our business. As of the date of this Quarterly Report on Form 10-Q, we have not experienced significant disruptions in our operations or network performance, incurred significant delays in our permitting process that would impact our timing of service installations, had disruptions or cost increases in our supply chain, or received significant requests for payment relief from our customers as a result of the COVID-19 pandemic. Furthermore, as of the date of this Quarterly Report on Form 10-Q, we have not observed declines in the valuation of relevant acquisitions, which would impact the estimated fair value of our Fiber reporting unit under the market approach, as we use market data of comparable business and acquisition valuations of recent transactions to estimate fair value. As a result, we concluded that no triggering events were present and have not performed an interim impairment analysis during the quarter. We have implemented policies and procedures designed to mitigate the risk of adverse impacts of the COVID-19 pandemic, or a future pandemic, on our operations, but we may incur additional costs to ensure continuity of business operations caused by COVID-19, or other future pandemics, which could adversely affect our financial condition and results of operations. However, the extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. |
Concentration of Credit Risks | Concentration of Credit Risks Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. |
Reclassifications | Reclassifications —Certain prior year asset categories and related amounts in Note 4 have been reclassified to conform with current year presentation. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We adopted ASU 2016-13 effective January 1, 2020, and there was no material impact on our financial statements and related disclosures. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Three Months Ended March 31, (Thousands) 2020 2019 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 28,192 $ 32,205 Enterprise and wholesale 19,258 16,729 E-Rate and government 20,937 21,995 Other 548 1,009 Fiber Infrastructure $ 68,935 $ 71,938 Consumer CLEC 683 3,035 Total revenue from contracts with customers 69,618 74,973 Revenue accounted for under other applicable guidance 196,544 186,058 Total revenue $ 266,162 $ 261,031 |
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, 2019 $ 11,535 $ 12,717 Balance at March 31, 2020 $ 14,396 $ 12,098 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the three months ended March 31, 2020 and 2019, respectively, are as follows: (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Lease income - operating leases $ 196,544 $ 186,058 |
Lease Payments to be Received under Non-Cancellable Operating Leases | Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows: (Thousands) March 31, 2020 (1) 2020 $ 551,426 2021 730,220 2022 733,125 2023 736,246 2024 739,402 Thereafter 4,320,830 Total lease receivables $ 7,811,249 (1) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor as of March 31, 2020 (Thousands) March 31, 2020 December 31, 2019 Land $ 27,373 $ 27,392 Building and improvements 341,553 341,096 Real property interest - - Poles 259,569 258,535 Fiber 2,864,022 2,836,939 Equipment 421 419 Copper 3,801,636 3,792,366 Conduit 89,771 89,770 Tower assets 182,864 168,453 Finance lease assets 32,782 32,660 Other assets 10,278 10,279 7,610,269 7,557,909 Less: accumulated depreciation (5,088,651 ) (5,033,080 ) Underlying assets under operating leases, net (1) $ 2,521,618 $ 2,524,829 (1) |
Schedule of Depreciation Expense for Underlying Assets under Operating Leases | Depreciation expense for the underlying assets under operating leases where we are the lessor for the three months ended March 31, 2020 and 2019, respectively, is summarized as follows: (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Depreciation expense for underlying assets under operating leases $ 56,134 $ 76,274 |
Components of Lease Cost | The components of lease cost for the three months ended March 31, 2020 and 2019 are as follows: (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Finance lease cost Amortization of ROU assets $ 1,026 $ 1,006 Interest on lease liabilities 989 1,069 Total finance lease cost 2,015 2,075 Operating lease cost 7,538 6,587 Short-term lease cost 483 1,191 Variable lease cost 18 798 Less sublease income (3,685 ) (2,477 ) Total lease cost $ 6,369 $ 8,174 |
Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases | Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of March 31, 2020 (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2020 December 31, 2019 Operating leases ROU assets, net (1) Other assets, net $ 127,184 $ 127,490 Lease liabilities (2) Accounts payable, accrued expenses and other liabilities, net 127,856 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 128,464 $ 129,900 Lease liabilities Finance lease obligations 51,487 52,994 Weighted-average remaining lease term Operating leases 11.9 years 11.8 years Finance leases 13.8 years 13.9 years Weighted-average discount rate Operating leases 10.0 % 9.7 % Finance leases 8.0 % 8.0 % (1) (2) |
Schedule of Other Information Related to Leases | Other information related to leases as of March 31, 2020 and 2019, respectively, (Thousands) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 989 $ 1,069 Operating cash flows from operating leases 7,452 6,519 Financing cash flows from finance leases 1,026 1,006 Non-cash items: New operating leases $ 2,985 $ - New finance leases - - |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of March 31, 2020 (Thousands) Operating Leases Finance Leases 2020 $ 20,413 $ 5,551 2021 25,055 6,807 2022 22,540 6,676 2023 20,316 6,655 2024 16,160 6,290 Thereafter 127,085 50,506 Total undiscounted lease payments $ 231,569 $ 82,485 Less: imputed interest (103,713 ) (30,998 ) Total lease liabilities $ 127,856 $ 51,487 |
Future Sublease Rentals | Future sublease rentals as of March 31, 2020 are as follows: (Thousands) Sublease Rentals 2020 $ 8,833 2021 12,353 2022 12,418 2023 12,580 2024 12,774 Thereafter 132,949 Total $ 191,907 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Classified as Held for Sale | The following table presents the assets and liabilities associated with the U.S. Towers classified as held for sale as of March 31, 2020: (Thousands) March 31, 2020 Assets: Property, plant and equipment, net $ 171,936 Right of use assets, net 39,915 Total Assets $ 211,851 Liabilities: Lease liabilities $ 40,743 Total Liabilities $ 40,743 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value of our financial instruments at March 31, 2020 and December 31, 2019: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At March 31, 2020 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,092,500 $ - 2,092,500 $ - Senior secured notes - 6.00%, due April 15, 2023 495,000 - 495,000 - Senior unsecured notes - 8.25%, due October 15, 2023 854,700 - 854,700 - Senior unsecured notes - 7.125%, due December 15, 2024 441,000 - 441,000 - Exchangeable senior notes - 4.00%, due June 15, 2024 277,725 - 277,725 - Senior secured revolving credit facility, variable rate, due April 24, 2022 378,281 - 378,281 - Derivative liability, net 30,446 - 30,446 - Contingent consideration 5,916 - - 5,916 Total $ 4,575,568 $ - $ 4,569,652 $ 5,916 (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, 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 |
Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2019 Transfers into Level 3 (Gain)/Loss included in earnings Settlements March 31, 2020 Contingent consideration $ 11,507 $ - $ 1,495 $ (7,086 ) $ 5,916 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 December 31, 2019 Land Indefinite $ 28,699 $ 28,337 Building and improvements 3 - 40 years 356,850 355,225 Real property interests (1 ) 281 3,308 Poles 30 years 259,569 258,535 Fiber 30 years 3,512,240 3,456,398 Equipment 5 - 7 years 305,789 293,427 Copper 20 years 3,801,637 3,792,366 Conduit 30 years 89,771 89,770 Tower assets 20 years 9,022 170,063 Finance lease assets (1 ) 128,464 129,900 Other assets 15 - 20 years 10,356 11,591 Corporate assets 3 - 7 years 12,293 5,552 Construction in progress (1 ) 81,554 89,007 8,596,525 8,683,479 Less accumulated depreciation (5,341,925 ) (5,273,534 ) Net property, plant and equipment $ 3,254,600 $ 3,409,945 (1) See our Annual Report for property, plant and equipment accounting policies. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty | The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of March 31, 2020 were as follows: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Recognized Assets or Liabilities Gross Amounts Offset in the Condensed Consolidated Balance Sheets Net Amounts of Assets or Liabilities presented in the Condensed Consolidated Balance Sheets Assets Interest rate swaps $ 35,302 $ (35,302 ) $ - Total $ 35,302 $ (35,302 ) $ - Liabilities Interest rate swaps $ 65,748 $ (35,302 ) $ 30,446 Total $ 65,748 $ (35,302 ) $ 30,446 |
Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2020 December 31, 2019 Interest rate swaps Derivative liability, net $ 30,446 $ 23,679 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | There were no changes in the carrying amount of goodwill occurring during the three months ended March 31, 2020. (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2019 $ 690,672 $ 690,672 Goodwill at March 31, 2020 690,672 690,672 |
Schedule of Carrying Value of Other Intangible Assets | (Thousands) March 31, 2020 December 31, 2019 Original Cost Accumulated Amortization Original Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ - $ - $ 2,000 $ - Finite life intangible assets: Customer lists $ 450,603 $ (100,132 ) $ 450,603 $ (93,794 ) In-place lease 50,705 (1,479 ) 50,705 (845 ) Rights of way 124,696 (2,425 ) 124,696 (1,386 ) Trade name 2,000 (250 ) - - Total intangible assets $ 628,004 $ 628,004 Less: Accumulated amortization (104,286 ) (96,025 ) Total intangible assets, net $ 523,718 $ 531,979 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) March 31, 2020 December 31, 2019 Principal amount $ 5,233,319 $ 5,224,747 Less unamortized discount, premium and debt issuance costs (172,623 ) (207,068 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 5,060,696 $ 5,017,679 Notes and other debt at March 31, 2020 and December 31, 2019 consisted of the following: March 31, 2020 December 31, 2019 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.47% $ - - $ 2,044,728 $ (74,523 ) Senior secured notes - 7.875% (discount is based on imputed interest rate of 8.39% 2,250,000 (45,776 ) - - Senior secured notes - 6.00% (discount is based on imputed interest rate of 6.29% 550,000 (5,248 ) 550,000 (5,633 ) Senior unsecured notes - 8.25% (discount is based on imputed interest rate of 9.06% 1,110,000 (27,201 ) 1,110,000 (28,808 ) Senior unsecured notes - 7.125% due December 15, 2024 600,000 (6,063 ) 600,000 (6,304 ) Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1% 345,000 (81,516 ) 345,000 (85,272 ) Senior secured revolving credit facility, variable rate, due April 24, 2022 378,319 (6,819 ) 575,019 (6,528 ) Total $ 5,233,319 $ (172,623 ) $ 5,224,747 $ (207,068 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended March 31, (Thousands, except per share data) 2020 2019 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (78,853 ) $ 2,442 Less: Income allocated to participating securities (200 ) (28 ) Dividends declared on convertible preferred stock (3 ) (656 ) Amortization of discount on convertible preferred stock - (745 ) Net (loss) income attributable to common shares $ (79,056 ) $ 1,013 Denominator: Basic weighted-average common shares outstanding 192,236 182,219 Basic earnings (loss) per common share $ (0.41 ) $ 0.01 Three Months Ended March 31, (Thousands, except per share data) 2020 2019 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (78,853 ) $ 2,442 Less: Income allocated to participating securities (200 ) (28 ) Dividends declared on convertible preferred stock (3 ) (656 ) Amortization of discount on convertible preferred stock - (745 ) Impact on if-converted dilutive securities - - Net (loss) income attributable to common shares $ (79,056 ) $ 1,013 Denominator: Basic weighted-average common shares outstanding 192,236 182,219 Effect of dilutive non-participating securities - 3 Impact on if-converted dilutive securities - - Weighted-average shares for dilutive earnings per common share 192,236 182,222 Dilutive earnings (loss) per common share $ (0.41 ) $ 0.01 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the three months ended March 31 Three Months Ended March 31, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 184,352 $ 77,407 $ 3,720 $ 683 $ - $ 266,162 Adjusted EBITDA $ 181,879 $ 27,541 $ (8 ) $ 17 $ (7,715 ) $ 201,714 Less: Interest expense 178,393 Depreciation and amortization 54,622 30,061 769 594 75 86,121 Other expense, net 3,075 Transaction related and other costs 15,972 Stock-based compensation 2,995 Income tax benefit (4,576 ) Net loss $ (80,266 ) Three Months Ended March 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 176,083 $ 76,833 $ 5,080 3,035 $ - $ 261,031 Adjusted EBITDA $ 174,751 $ 30,000 $ 325 $ 646 $ (5,447 ) $ 200,275 Less: Interest expense 84,458 Depreciation and amortization 73,754 28,258 1,414 346 55 103,827 Other income, net (3,113 ) Transaction related and other costs 6,669 Stock-based compensation 1,888 Income tax expense 4,054 Net income $ 2,492 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component | Changes in accumulated other comprehensive (loss) income by component is as follows for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, (Thousands) 2020 2019 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period attributable to common shareholders $ (23,442 ) $ 30,042 Other comprehensive loss before reclassifications (7,713 ) (19,626 ) Amounts reclassified from accumulated other comprehensive income 677 (2,060 ) Balance at end of period (30,478 ) 8,356 Less: Other comprehensive loss attributable to noncontrolling interest (125 ) (479 ) Balance at end of period attributable to common shareholders (30,353 ) 8,835 Interest rate swap termination: - Balance at beginning of period attributable to common shareholders - - Amounts reclassified from accumulated other comprehensive income 1,666 - Balance at end of period 1,666 - Less: Other comprehensive income attributable to noncontrolling interest 30 Balance at end of period attributable to common shareholders 1,636 - Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders - 63 Translation adjustments - 780 Amounts reclassified from accumulated other comprehensive income - - Balance at end of period - 843 Less: Other comprehensive income attributable to noncontrolling interest - 17 Balance at end of period attributable to common shareholders - 826 Accumulated other comprehensive (loss) income at end of period $ (28,717 ) $ 9,661 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020Segment | |
Organization And Description Of Business [Line Items] | |
Number of operating business segments | 4 |
Uniti Group LP | |
Organization And Description Of Business [Line Items] | |
Percentage of partnership interests owned | 98.20% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Consolidated secured leverage ratio | 500.00% | ||
Windstream | Revenue | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Master lease revenue percentage | 65.10% | 65.50% | 65.00% |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 69,618 | $ 74,973 |
Total revenues | 266,162 | 261,031 |
Fiber Infrastructure | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 68,935 | 71,938 |
Total revenues | 77,407 | 76,833 |
Fiber Infrastructure | Lit Backhaul | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 28,192 | 32,205 |
Fiber Infrastructure | Enterprise and Wholesale | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 19,258 | 16,729 |
Fiber Infrastructure | E-Rate and Government | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 20,937 | 21,995 |
Fiber Infrastructure | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 548 | 1,009 |
Consumer CLEC | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 683 | 3,035 |
Total revenues | 683 | 3,035 |
ASU 2016-02 | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 196,544 | $ 186,058 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
ASU 2016-02 | ||
Revenue Recognition [Line Items] | ||
Lease receivables | $ 22.7 | $ 28.8 |
ASC 2014-09 | ||
Revenue Recognition [Line Items] | ||
Receivables from contracts with customers | 51.8 | $ 48.6 |
Revenue recognized that was included in the contract liability | 1.4 | |
Future revenues under contract | 541.2 | |
Contracts currently being invoiced | 446.3 | |
Backlog for sales bookings | $ 94.9 | |
Average remaining contract term of backlog sales bookings | 6 years 9 months 18 days |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Mar. 31, 2020USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2019 | $ 11,535 |
Balance, Contract Assets at March 31, 2020 | 14,396 |
Balance, Contract Liabilities at December 31, 2019 | 12,717 |
Balance, Contract Assets at March 31, 2020 | $ 12,098 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Mar. 31, 2020 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term for contracts currently billing | 2 years |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
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 | $ 1.9 |
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 | 35 years |
Lessor, lease renewal term | 80 years |
Lessor operating lease, termination | 6 months |
Lessee, initial lease term | 30 years |
Lessee, lease renewal term | 85 years |
Lessee, lease option to terminate, description | 6 months |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Lease income - operating leases | $ 196,544 | $ 186,058 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) | [1] |
Leases [Abstract] | ||
2020 | $ 551,426 | |
2021 | 730,220 | |
2022 | 733,125 | |
2023 | 736,246 | |
2024 | 739,402 | |
Thereafter | 4,320,830 | |
Total lease receivables | $ 7,811,249 | |
[1] | Total future minimum lease payments to be received include $6.8 billion relating to the Master Lease with Windstream. |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) $ in Thousands | Mar. 31, 2020USD ($) | |
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 7,811,249 | [1] |
Master Lease | ||
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 6,800,000 | |
[1] | Total future minimum lease payments to be received include $6.8 billion relating to the Master Lease with Windstream. |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | $ 7,610,269 | $ 7,557,909 | |
Less: accumulated depreciation | (5,088,651) | (5,033,080) | |
Underlying assets under operating leases, net | [1] | 2,521,618 | 2,524,829 |
Land | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 27,373 | 27,392 | |
Building and Improvements | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 341,553 | 341,096 | |
Poles | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 259,569 | 258,535 | |
Fiber | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 2,864,022 | 2,836,939 | |
Equipment | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 421 | 419 | |
Copper | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 3,801,636 | 3,792,366 | |
Conduit | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 89,771 | 89,770 | |
Tower assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 182,864 | 168,453 | |
Finance Lease Assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 32,782 | 32,660 | |
Other assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | $ 10,278 | $ 10,279 | |
[1] | Includes $170.4 million of assets held for sale (see Note 5). |
Leases - Schedule of Underlyi_2
Leases - Schedule of Underlying Assets under Operating Leases (Parenthetical) (Details) $ in Millions | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Underlying operating lease assets under held for sale | $ 170.4 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Depreciation expense for underlying assets under operating leases | $ 56,134 | $ 76,274 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 1,026 | $ 1,006 |
Interest on lease liabilities | 989 | 1,069 |
Total finance lease cost | 2,015 | 2,075 |
Operating lease cost | 7,538 | 6,587 |
Short-term lease cost | 483 | 1,191 |
Variable lease cost | 18 | 798 |
Less sublease income | (3,685) | (2,477) |
Total lease cost | $ 6,369 | $ 8,174 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Operating leases | |||
ROU assets, net | [1] | $ 127,184 | $ 127,490 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets | |
Lease liabilities | [2] | $ 127,856 | $ 127,879 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilities | us-gaap:AccountsPayableAndOtherAccruedLiabilities | |
Finance leases | |||
ROU asset, gross | $ 128,464 | $ 129,900 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet | |
Lease liabilities | $ 51,487 | $ 52,994 | |
Weighted-average remaining lease term | |||
Operating leases | 11 years 10 months 24 days | 11 years 9 months 18 days | |
Finance leases | 13 years 9 months 18 days | 13 years 10 months 24 days | |
Weighted-average discount rate | |||
Operating leases | 10.00% | 9.70% | |
Finance leases | 8.00% | 8.00% | |
[1] | Includes $39.9 million ROU assets, net in Assets Held for Sale as of March 31, 2020 (See Note 5). | ||
[2] | Includes $40.7 million lease liabilities in Liabilities Held for Sale as of March 31, 2020 (See Note 5). |
Leases - Summary of Amounts R_2
Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Parenthetical) (Details) - U.S. Towers - Disposal Group, Held for Sale, Not qualified as Discontinued Operation $ in Thousands | Mar. 31, 2020USD ($) |
Lessee Lease Description [Line Items] | |
ROU assets, net | $ 39,915 |
Lease liabilities | $ 40,743 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 989 | $ 1,069 |
Operating cash flows from operating leases | 7,452 | 6,519 |
Financing cash flows from finance leases | 1,026 | $ 1,006 |
Non-cash items: | ||
New operating leases | $ 2,985 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
2020 | $ 20,413 | ||
2021 | 25,055 | ||
2022 | 22,540 | ||
2023 | 20,316 | ||
2024 | 16,160 | ||
Thereafter | 127,085 | ||
Total undiscounted lease payments | 231,569 | ||
Less: imputed interest | (103,713) | ||
Total lease liabilities | [1] | 127,856 | $ 127,879 |
2020 | 5,551 | ||
2021 | 6,807 | ||
2022 | 6,676 | ||
2023 | 6,655 | ||
2024 | 6,290 | ||
Thereafter | 50,506 | ||
Total undiscounted lease payments | 82,485 | ||
Less: imputed interest | (30,998) | ||
Total lease liabilities | $ 51,487 | $ 52,994 | |
[1] | Includes $40.7 million lease liabilities in Liabilities Held for Sale as of March 31, 2020 (See Note 5). |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 8,833 |
2021 | 12,353 |
2022 | 12,418 |
2023 | 12,580 |
2024 | 12,774 |
Thereafter | 132,949 |
Total | $ 191,907 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale - Additional Information (Details) - U.S. Towers $ in Millions | 1 Months Ended |
Feb. 29, 2020USD ($)TowerState | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Sale of business for cash consideration | $ | $ 190 |
Number of wireless towers sold | Tower | 486 |
Number of states located | State | 32 |
Assets and Liabilities Held f_4
Assets and Liabilities Held for Sale - Schedule of Assets and Liabilities Classified as Held for Sale (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Liabilities: | |
Total Liabilities | $ 40,743 |
U.S. Towers | Disposal Group, Held for Sale, Not qualified as Discontinued Operation | |
Assets: | |
Property, plant and equipment, net | 171,936 |
Right of use assets, net | 39,915 |
Total Assets | 211,851 |
Liabilities: | |
Lease liabilities | 40,743 |
Total Liabilities | $ 40,743 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||
Derivative liability, net | $ 30,446 | $ 23,679 |
Contingent consideration | 5,916 | 11,507 |
Total | 4,575,568 | 4,929,256 |
Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Derivative liability, net | 30,446 | 23,679 |
Total | 4,569,652 | 4,917,749 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 5,916 | 11,507 |
Total | 5,916 | 11,507 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 495,000 | 528,000 |
6.00% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 495,000 | 528,000 |
7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,092,500 | |
7.875% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 2,092,500 | |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 854,700 | 971,250 |
8.25% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 854,700 | 971,250 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 441,000 | 511,500 |
7.125% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 441,000 | 511,500 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 378,281 | 574,961 |
Senior Secured Revolving Credit Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | 378,281 | 574,961 |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 277,725 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | $ 277,725 | |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,998,721 | |
Senior Secured Term Loan B Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | 1,998,721 | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 309,638 | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | $ 309,638 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | Jun. 28, 2019 | Jun. 24, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
7.875% Senior Secured Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | ||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | ||
6.00% Senior Secured Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||
8.25% Senior Unsecured Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | ||
7.125% Senior Unsecured Notes | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||
Senior Secured 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, 2022 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||
Senior Secured Term Loan B Facility | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | ||
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 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Principal amount of outstanding notes and other debt | $ 5,233,319 | $ 5,224,747 | ||
Estimated fair value of future contingent consideration | 5,916 | $ 11,507 | ||
Payments of contingent consideration | 7,086 | $ 8,170 | ||
Increase (decrease) in fair value of contingent consideration liability | 1,495 | (3,256) | ||
Tower Cloud, Inc. | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Estimated fair value of future contingent consideration | 5,900 | |||
Payments of contingent consideration | 7,100 | $ 8,200 | ||
Tower Cloud, Inc. | Minimum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | |||
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 | $ 4,500,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 11,507 |
(Gain)/Loss included in earnings | 1,495 |
Settlements | (7,086) |
Contingent consideration, ending balance | $ 5,916 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,596,525 | $ 8,683,479 |
Less accumulated depreciation | (5,341,925) | (5,273,534) |
Net property, plant and equipment | 3,254,600 | 3,409,945 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,699 | 28,337 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 356,850 | 355,225 |
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 | $ 281 | 3,308 |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 259,569 | 258,535 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,512,240 | 3,456,398 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 305,789 | 293,427 |
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 | $ 3,801,637 | 3,792,366 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 89,771 | 89,770 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 9,022 | 170,063 |
Finance Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 128,464 | 129,900 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,356 | 11,591 |
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 | $ 12,293 | 5,552 |
Corporate assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Corporate assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 81,554 | $ 89,007 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 77.8 | $ 97.5 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Jun. 27, 2019 | Jun. 25, 2019 | Apr. 27, 2015 | Mar. 31, 2020 | Mar. 31, 2019 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Unrealized gain (loss) on derivative instruments | $ (7,700,000) | $ (19,600,000) | |||
Estimated amount to be reclassified as an increase to interest expense | $ 11,300,000 | ||||
Common stock aggregate at an exercise price | $ 16.42 | ||||
Warrants expiring period | 2024-09 | ||||
Proceeds from offering and sale of warrants | $ 50,800,000 | ||||
Exchangeable Notes | |||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Approximately net of proceeds from total offering exchangeable notes to pay cost of notes hedges | $ 70,000,000 | ||||
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 | $ 2,300,000 | $ (2,100,000) | |||
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 | ||||
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 Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | $ 35,302 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (35,302) | |
Gross Amounts of Recognized Liabilities | 65,748 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (35,302) | |
Net Amounts of Liabilities presented in the Condensed Consolidated Balance Sheets | 30,446 | $ 23,679 |
Interest Rate Swap | ||
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | 35,302 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (35,302) | |
Gross Amounts of Recognized Liabilities | 65,748 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (35,302) | |
Net Amounts of Liabilities presented in the Condensed Consolidated Balance Sheets | $ 30,446 | $ 23,679 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 30,446 | $ 23,679 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 30,446 | $ 23,679 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Remaining weighted average amortization period of intangible assets | 20 years 2 months 12 days | |
Amortization | $ 8.3 | $ 6.3 |
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 | |
Fiber Infrastructure | ||
Finite Lived Intangible Assets [Line Items] | ||
Change in goodwill amount | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill [Line Items] | |
Goodwill at December 31, 2019 | $ 690,672 |
Goodwill at March 31, 2020 | 690,672 |
Fiber Infrastructure | |
Goodwill [Line Items] | |
Goodwill at December 31, 2019 | 690,672 |
Goodwill at March 31, 2020 | $ 690,672 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Total intangible assets, Original Cost | $ 628,004 | $ 628,004 |
Less: Accumulated amortization | (104,286) | (96,025) |
Total intangible assets, net | 523,718 | 531,979 |
Trade Names | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Indefinite life intangible assets, Original Cost | 2,000 | |
Rights of Way | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Original Cost | 124,696 | 124,696 |
Less: Accumulated amortization | (2,425) | (1,386) |
Customer Lists | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Original Cost | 450,603 | 450,603 |
Less: Accumulated amortization | (100,132) | (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 | 50,705 |
Less: Accumulated amortization | (1,479) | $ (845) |
Trade Names | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Original Cost | 2,000 | |
Less: Accumulated amortization | $ (250) |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 24, 2019 |
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | $ 5,233,319 | $ 5,224,747 | |
Less unamortized discount, premium and debt issuance costs | (172,623) | (207,068) | |
Notes and other debt less unamortized discount, premium and debt issuance costs | 5,060,696 | 5,017,679 | |
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 2,044,728 | ||
Less unamortized discount, premium and debt issuance costs | (74,523) | ||
Senior Secured Notes - 7.875% Due February 15, 2025 | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 2,250,000 | ||
Less unamortized discount, premium and debt issuance costs | (45,776) | ||
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 | (5,248) | (5,633) | |
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 | (27,201) | (28,808) | |
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 | (6,063) | (6,304) | |
Senior Unsecured Notes - 4.00%, Due June 15, 2024 | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 345,000 | 345,000 | |
Less unamortized discount, premium and debt issuance costs | (81,516) | (85,272) | |
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 378,319 | 575,019 | $ 575,900 |
Less unamortized discount, premium and debt issuance costs | $ (6,819) | $ (6,528) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Jun. 24, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | |
Debt instrument, imputed interest rate | 7.47% | 7.47% | |
Senior Secured Notes - 7.875% Due February 15, 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | |
Debt instrument, imputed interest rate | 8.39% | 8.39% | |
Issuance senior notes, stated percentage | 7.875% | 7.875% | |
Senior Secured Notes - 6.00% Due April 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | |
Debt instrument, imputed interest rate | 6.29% | 6.29% | |
Issuance senior notes, stated percentage | 6.00% | 6.00% | |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | |
Debt instrument, imputed interest rate | 9.06% | 9.06% | |
Issuance senior notes, stated percentage | 8.25% | 8.25% | |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | |
Issuance senior notes, stated percentage | 7.125% | 7.125% | |
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, 2022 |
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 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 5,233,319,000 | $ 5,224,747,000 | ||||||||||
Repayments of debt | $ 5,270,000 | |||||||||||
Repayments of lines of credit | $ 196,700,000 | 30,000,000 | ||||||||||
Consolidated secured leverage ratio | 500.00% | |||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||||||
Amortization of deferred financing costs | $ 3,000,000 | $ 3,800,000 | ||||||||||
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 | |||||||||||
7.875% Senior Secured Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 2,250,000,000 | |||||||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | ||||||||||
Debt instrument, maturity year | 2025 | |||||||||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | ||||||||||
Debt discount amortized to interest expense effective interest rate | 8.39% | 8.39% | ||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 550,000,000 | $ 550,000,000 | ||||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||||||
Debt discount amortized to interest expense effective interest rate | 6.29% | 6.29% | ||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of senior notes, principal amount | $ 150,000,000 | $ 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 | ||||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | ||||||||||
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 | ||||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||||||||
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 | |||||||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||||||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||||||
Debt issuance cost | $ 2,900,000 | |||||||||||
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 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 | |||||||||||
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 | $ 378,319,000 | $ 575,019,000 | |||||||||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2022 | |||||||||
Repayments of debt | $ 174,000,000 | |||||||||||
Repayments of lines of credit | $ 156,700,000 | |||||||||||
Revolving loans terminated related commitments | $ 157,600,000 | |||||||||||
Debt instrument, payable pursuant to fifth amendment | $ 101,600,000 | |||||||||||
Debt instrument, non extended maturity amount | $ 72,400,000 | |||||||||||
Debt instrument, increase in basis spread on variable rate | 1.00% | |||||||||||
Senior Secured Revolving Credit Facility | Minimum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||||||
Senior Secured Revolving Credit Facility | Minimum | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.75% | |||||||||||
Senior Secured Revolving Credit Facility | Maximum | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||||||
Senior Secured Revolving Credit Facility | Maximum | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 5.25% | |||||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 156,700,000 | |||||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt commitments amount | 157,600,000 | |||||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of senior notes, principal amount | $ 750,000,000 | |||||||||||
Repayments of debt commitments amount | 418,300,000 | |||||||||||
Senior Secured Revolving Credit Facility | Interest Expense | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Non-cash interest expense for write off of unamortized discount | 72,500,000 | |||||||||||
Debt issuance cost | $ 1,400,000 | |||||||||||
Senior Secured Term Loan B Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument amount | $ 2,044,728,000 | |||||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | ||||||||||
Repayments of debt | 2,050 | |||||||||||
Debt discount amortized to interest expense effective interest rate | 7.47% | 7.47% | ||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 2,050,000,000 | |||||||||||
Issuance of senior notes, principal amount | $ 2,140,000,000 | |||||||||||
Senior Secured Notes - 7.875% Due 2025 | Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of senior notes, principal amount | $ 2,250,000,000 | |||||||||||
Notes issued price percentage at par | 100.00% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | May 02, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Exchangeable Notes | Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 28,867,703 | |||
Non-Participating Securities | Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 747,274 | 261,543 | ||
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 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net (loss) income attributable to shareholders | $ (78,853) | $ 2,442 |
Less: Income allocated to participating securities | (200) | (28) |
Dividends declared on convertible preferred stock | (3) | (656) |
Amortization of discount on convertible preferred stock | (745) | |
Net (loss) income attributable to common shareholders | $ (79,056) | $ 1,013 |
Denominator: | ||
Basic weighted-average common shares outstanding | 192,236 | 182,219 |
Basic earnings (loss) per common share | $ (0.41) | $ 0.01 |
Numerator: | ||
Net (loss) income attributable to shareholders | $ (78,853) | $ 2,442 |
Less: Income allocated to participating securities | (200) | (28) |
Dividends declared on convertible preferred stock | (3) | (656) |
Amortization of discount on convertible preferred stock | (745) | |
Net (loss) income attributable to common shares | $ (79,056) | $ 1,013 |
Denominator: | ||
Basic weighted-average common shares outstanding | 192,236 | 182,219 |
Effect of dilutive non-participating securities | 3 | |
Weighted-average shares for dilutive earnings per common share | 192,236 | 182,222 |
Dilutive earnings (loss) per common share | $ (0.41) | $ 0.01 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 29, 2020USD ($)Tower | Mar. 31, 2020Segment | |
Segment Reporting Information [Line Items] | ||
Number of reportable business segments | Segment | 4 | |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 266,162 | $ 261,031 |
Adjusted EBITDA | 201,714 | 200,275 |
Interest expense | 178,393 | 84,458 |
Depreciation and amortization | 86,121 | 103,827 |
Other (income) expense, net | 3,075 | (3,113) |
Transaction related and other costs | 15,972 | 6,669 |
Stock-based compensation | 2,995 | 1,888 |
Income tax expense (benefit) | (4,576) | 4,054 |
Net (loss) income | (80,266) | 2,492 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 184,352 | 176,083 |
Adjusted EBITDA | 181,879 | 174,751 |
Depreciation and amortization | 54,622 | 73,754 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Revenues | 77,407 | 76,833 |
Adjusted EBITDA | 27,541 | 30,000 |
Depreciation and amortization | 30,061 | 28,258 |
Towers | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,720 | 5,080 |
Adjusted EBITDA | (8) | 325 |
Depreciation and amortization | 769 | 1,414 |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Revenues | 683 | 3,035 |
Adjusted EBITDA | 17 | 646 |
Depreciation and amortization | 594 | 346 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (7,715) | (5,447) |
Depreciation and amortization | $ 75 | $ 55 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, FiberStrandMile in Millions | Mar. 02, 2020$ / sharesshares | Mar. 31, 2020USD ($)FiberStrandMileUSD_per_miInstallment$ / shares | Dec. 31, 2019$ / shares |
Commitments And Contingencies [Line Items] | |||
Consolidated secured leverage ratio | 500.00% | ||
Number of days set forth to enter into replacement lease | 90 days | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Obligations under tax matters agreement | $ 0 | ||
Capital expenditures growth fund | $ 7,500,000 | ||
Windstream Creditors | |||
Commitments And Contingencies [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 | ||
Maximum | |||
Commitments And Contingencies [Line Items] | |||
Consolidated secured leverage ratio | 500.00% | ||
Windstream | |||
Commitments And Contingencies [Line Items] | |||
Cash payment in equal installments emergence from bankruptcy | $ 400,000,000 | ||
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 | Minimum | |||
Commitments And Contingencies [Line Items] | |||
Payments to acquire assets | $ 432,000,000 | ||
Windstream | Maximum | |||
Commitments And Contingencies [Line Items] | |||
Payments to acquire assets | 490,000,000 | ||
Agreement to fund growth capital improvements | 1,750,000,000 | ||
Windstream | |||
Commitments And Contingencies [Line Items] | |||
Tenant capital improvements under master lease | $ 366,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period attributable to common shareholders | $ (1,566,868) | ||
Changes in foreign currency translation | $ 780 | ||
Balance at end of period attributable to common shareholders | (1,677,252) | ||
Accumulated other comprehensive (loss) income at end of period | (28,717) | 9,661 | $ (23,442) |
Cash Flow Hedge Changes in Fair Value (Loss) Gain | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period attributable to common shareholders | (23,442) | 30,042 | |
Other comprehensive loss before reclassifications | (7,713) | (19,626) | |
Amounts reclassified from accumulated other comprehensive income | 677 | (2,060) | |
Balance at end of period | (30,478) | 8,356 | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | (125) | (479) | |
Balance at end of period attributable to common shareholders | (30,353) | 8,835 | |
Interest Rate Swap Termination | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Amounts reclassified from accumulated other comprehensive income | 1,666 | ||
Balance at end of period | 1,666 | ||
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 30 | ||
Balance at end of period attributable to common shareholders | $ 1,636 | ||
Foreign Currency Translation Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period attributable to common shareholders | 63 | ||
Changes in foreign currency translation | 780 | ||
Balance at end of period | 843 | ||
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 17 | ||
Balance at end of period attributable to common shareholders | $ 826 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Events - United States - Towers - Melody Investment Advisors $ in Millions | May 11, 2020USD ($)Tower |
Subsequent Event [Line Items] | |
Sale of assets percentage | 90.00% |
Sale of assets subject to adjustments | $ | $ 220 |
Investment interest retained, percentage | 10.00% |
Number of U.S. towers to be sold, located across thirty two states | Tower | 486 |