Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | UNIT | |
Entity Registrant Name | Uniti Group Inc. | |
Entity Central Index Key | 0001620280 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 232,749,009 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-36708 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-5230630 | |
Entity Address, Address Line One | 10802 Executive Center Drive | |
Entity Address, Address Line Two | Benton Building Suite 300 | |
Entity Address, City or Town | Little Rock | |
Entity Address, State or Province | AR | |
Entity Address, Postal Zip Code | 72211 | |
City Area Code | (501) | |
Local Phone Number | 850-0820 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Property, plant and equipment, net | $ 3,287,300 | $ 3,409,945 |
Cash and cash equivalents | 195,570 | 142,813 |
Accounts receivable, net | 61,320 | 77,623 |
Goodwill | 690,672 | 690,672 |
Intangible assets, net | 405,833 | 531,979 |
Straight-line revenue receivable | 4,249 | 2,408 |
Other assets, net | 126,419 | 161,560 |
Investments in unconsolidated entities | 66,602 | |
Total Assets | 4,837,965 | 5,017,000 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 161,330 | 227,121 |
Settlement payable (Note 14) | 438,577 | |
Intangible liability, net | 176,000 | |
Accrued interest payable | 96,394 | 28,800 |
Deferred revenue | 999,122 | 1,070,671 |
Derivative liability, net | 25,829 | 23,679 |
Dividends payable | 36,253 | 43,282 |
Deferred income taxes | 15,924 | 24,431 |
Finance lease obligations | 49,412 | 52,994 |
Contingent consideration | 3,880 | 11,507 |
Notes and other debt, net | 4,830,371 | 5,017,679 |
Total liabilities | 6,833,092 | 6,500,164 |
Commitments and contingencies (Note 14) | ||
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 231,244 shares at September 30, 2020 and 192,142 at December 31, 2019 | 23 | 19 |
Additional paid-in capital | 1,205,631 | 951,295 |
Accumulated other comprehensive loss | (23,155) | (23,442) |
Distributions in excess of accumulated earnings | (3,248,089) | (2,494,740) |
Total Uniti shareholders' deficit | (2,065,590) | (1,566,868) |
Noncontrolling interests: | ||
Operating partnership units | 70,338 | 83,704 |
Cumulative non-voting convertible preferred stock, $0.01 par value, 3 shares authorized, 1 issued and outstanding | 125 | |
Total shareholders' deficit | (1,995,127) | (1,483,164) |
Total Liabilities and Shareholders' Deficit | $ 4,837,965 | $ 5,017,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 231,244,000 | 192,142,000 |
Common stock, shares outstanding | 231,244,000 | 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 Income (Loss) (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 258,765 | $ 263,629 | $ 791,747 | $ 789,074 |
Costs and Expenses: | ||||
Interest expense | 102,791 | 104,655 | 388,427 | 286,842 |
Depreciation and amortization | 79,880 | 101,166 | 250,970 | 307,571 |
General and administrative expense | 26,659 | 25,267 | 81,686 | 75,921 |
Operating expense (exclusive of depreciation and amortization) | 37,831 | 39,948 | 118,308 | 118,529 |
Settlement expense (Note 14) | 650,000 | |||
Transaction related and other costs | 20,816 | 15,179 | 55,344 | 28,883 |
Gain on sale of real estate (Note 5) | (22,908) | (205) | (86,726) | (28,995) |
Other (income) expense | 3,098 | (859) | 12,186 | (32,091) |
Total costs and expenses | 248,167 | 285,151 | 1,470,195 | 756,660 |
Income (loss) before income taxes and equity in earnings (loss) from unconsolidated entities | 10,598 | (21,522) | (678,448) | 32,414 |
Income tax expense (benefit) | 2,801 | (1,745) | (7,650) | 10,152 |
Equity in earnings (loss) from unconsolidated entities | (342) | (342) | ||
Net income (loss) | 7,455 | (19,777) | (671,140) | 22,262 |
Net income (loss) attributable to noncontrolling interests | 190 | (357) | (11,808) | 523 |
Net income (loss) attributable to shareholders | 7,265 | (19,420) | (659,332) | 21,739 |
Participating securities' share in earnings | (229) | (50) | (853) | (301) |
Dividends declared on convertible preferred stock | (2) | (6) | (656) | |
Amortization of discount on convertible preferred stock | (993) | |||
Net income (loss) attributable to common shareholders | $ 7,034 | $ (19,470) | $ (660,191) | $ 19,789 |
Earnings (loss) per common share: | ||||
Basic | $ 0.04 | $ (0.10) | $ (3.40) | $ 0.11 |
Diluted | $ 0.04 | $ (0.10) | $ (3.40) | $ 0.11 |
Weighted-average number of common shares outstanding: | ||||
Basic | 198,054 | 191,940 | 194,278 | 185,746 |
Diluted | 198,373 | 191,940 | 194,278 | 185,746 |
Leasing | ||||
Revenues: | ||||
Total revenues | $ 182,370 | $ 179,648 | $ 552,042 | $ 532,773 |
Costs and Expenses: | ||||
Depreciation and amortization | 48,189 | 70,227 | 155,216 | 216,254 |
Fiber Infrastructure | ||||
Revenues: | ||||
Total revenues | 76,395 | 77,979 | 232,942 | 236,139 |
Costs and Expenses: | ||||
Depreciation and amortization | $ 31,617 | 28,652 | 93,957 | 85,405 |
Tower | ||||
Revenues: | ||||
Total revenues | 3,273 | 6,112 | 11,499 | |
Costs and Expenses: | ||||
Depreciation and amortization | 1,643 | 783 | 4,470 | |
Consumer CLEC | ||||
Revenues: | ||||
Total revenues | 2,729 | 651 | 8,663 | |
Costs and Expenses: | ||||
Depreciation and amortization | $ 594 | $ 791 | $ 1,286 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 7,455 | $ (19,777) | $ (671,140) | $ 22,262 |
Other comprehensive income (loss): | ||||
Unrealized loss on derivative contracts | (8,646) | (7,036) | (58,695) | |
Changes in foreign currency translation | (63) | |||
Interest rate swap termination | 2,829 | 7,325 | ||
Other comprehensive income (loss): | 2,829 | (8,646) | 289 | (58,758) |
Comprehensive income (loss) | 10,284 | (28,423) | (670,851) | (36,496) |
Comprehensive income (loss) attributable to noncontrolling interest | 237 | (511) | (11,806) | (678) |
Comprehensive income (loss) attributable to common shareholders | $ 10,047 | $ (27,912) | $ (659,045) | $ (35,818) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - USD ($) $ in Thousands | Total | Impact of Change in Accounting Standard | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Accumulated Earnings | Distributions in Excess of Accumulated EarningsImpact of Change in Accounting Standard | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non-voting Preferred Shares |
Beginning balance, value at Dec. 31, 2018 | $ (1,493,203) | $ (63,222) | $ 18 | $ 757,517 | $ 30,105 | $ (2,373,218) | $ (63,222) | $ 92,375 | |
Beginning balance, shares at Dec. 31, 2018 | 180,535,971 | ||||||||
Net income (loss) | 22,262 | 21,739 | 523 | ||||||
At-the-market issuance of common stock, net of offering costs | 21,641 | 21,641 | |||||||
At-the-market issuance of common stock, net of offering, shares | 1,176,186 | ||||||||
Amortization of discount of convertible preferred stock | (993) | (993) | |||||||
Other comprehensive income (loss) | (58,758) | (57,557) | (1,201) | ||||||
Common stock dividends declared | (26,802) | (26,802) | |||||||
Distributions to noncontrolling interest | (567) | (567) | |||||||
Exchange of noncontrolling interest | 6,540 | (6,540) | |||||||
Exchange of noncontrolling interest, shares | 666,576 | ||||||||
Convertible preferred stock dividends | (875) | (875) | |||||||
Net share settlement | (1,832) | (1,832) | |||||||
Stock-based compensation | 7,930 | 7,930 | |||||||
Stock-based compensation, shares | 353,498 | ||||||||
Equity settlement of convertible preferred stock | 87,500 | $ 1 | 87,499 | ||||||
Equity settlement convertible preferred stock, shares | 8,677,163 | ||||||||
Equity settled contingent consideration | 11,178 | 11,178 | |||||||
Equity settled contingent consideration, in shares | 645,385 | ||||||||
Issuance of common stock - employee stock purchase plan | 847 | 847 | |||||||
Issuance of common stock - employee stock purchase plan, in shares | 83,287 | ||||||||
Equity component value of exchangeable note issuance, net | 80,770 | 80,770 | |||||||
Deferred tax liability related to exchangeable note issuance | (3,499) | (3,499) | |||||||
Sale of common stock warrant | 50,819 | 50,819 | |||||||
Payment for bond hedge option | (70,035) | (70,035) | |||||||
Ending balance, value at Sep. 30, 2019 | (1,436,839) | $ 19 | 948,382 | (27,452) | (2,442,378) | 84,590 | |||
Ending balance, shares at Sep. 30, 2019 | 192,138,066 | ||||||||
Beginning balance, value at Jun. 30, 2019 | (1,489,289) | $ 18 | 855,425 | (18,960) | (2,413,326) | 87,554 | |||
Beginning balance, shares at Jun. 30, 2019 | 183,122,757 | ||||||||
Net income (loss) | (19,777) | (19,420) | (357) | ||||||
Other comprehensive income (loss) | (8,646) | (8,492) | (154) | ||||||
Common stock dividends declared | (9,632) | (9,632) | |||||||
Distributions to noncontrolling interest | (173) | (173) | |||||||
Exchange of noncontrolling interest | 2,280 | (2,280) | |||||||
Exchange of noncontrolling interest, shares | 275,788 | ||||||||
Net share settlement | (67) | (67) | |||||||
Stock-based compensation | 2,845 | 2,845 | |||||||
Stock-based compensation, shares | 12,871 | ||||||||
Equity settlement of convertible preferred stock | 87,500 | $ 1 | 87,499 | ||||||
Equity settlement convertible preferred stock, shares | 8,677,163 | ||||||||
Issuance of common stock - employee stock purchase plan | 400 | 400 | |||||||
Issuance of common stock - employee stock purchase plan, in shares | 49,487 | ||||||||
Ending balance, value at Sep. 30, 2019 | (1,436,839) | $ 19 | 948,382 | (27,452) | (2,442,378) | 84,590 | |||
Ending balance, shares at Sep. 30, 2019 | 192,138,066 | ||||||||
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) | (671,140) | (659,332) | (11,808) | ||||||
Other comprehensive income (loss) | 289 | 287 | 2 | ||||||
Common stock dividends declared | (94,017) | (94,017) | |||||||
Distributions to noncontrolling interest | (1,560) | (1,560) | |||||||
Cumulative non-voting convertible preferred stock | 125 | $ 125 | |||||||
Net share settlement | (962) | (962) | |||||||
Stock-based compensation | 10,446 | 10,446 | |||||||
Stock-based compensation, shares | 372,430 | ||||||||
Issuance of common stock - employee stock purchase plan | 306 | 306 | |||||||
Issuance of common stock - employee stock purchase plan, in shares | 96,788 | ||||||||
Settlement Common Stock | 244,550 | $ 4 | 244,546 | ||||||
Settlement Common Stock, shares | 38,633,470 | ||||||||
Ending balance, value at Sep. 30, 2020 | (1,995,127) | $ 23 | 1,205,631 | (23,155) | (3,248,089) | 70,338 | 125 | ||
Ending balance, shares at Sep. 30, 2020 | 231,244,322 | ||||||||
Beginning balance, value at Jun. 30, 2020 | (2,217,138) | $ 19 | 957,656 | (25,937) | (3,219,623) | 70,622 | 125 | ||
Beginning balance, shares at Jun. 30, 2020 | 192,523,083 | ||||||||
Net income (loss) | 7,455 | 7,265 | 190 | ||||||
Other comprehensive income (loss) | 2,829 | 2,782 | 47 | ||||||
Common stock dividends declared | (35,731) | (35,731) | |||||||
Distributions to noncontrolling interest | (521) | (521) | |||||||
Net share settlement | 88 | 88 | |||||||
Stock-based compensation | 3,341 | 3,341 | |||||||
Stock-based compensation, shares | 34,830 | ||||||||
Issuance of common stock - employee stock purchase plan, in shares | 52,939 | ||||||||
Settlement Common Stock | 244,550 | $ 4 | 244,546 | ||||||
Settlement Common Stock, shares | 38,633,470 | ||||||||
Ending balance, value at Sep. 30, 2020 | $ (1,995,127) | $ 23 | $ 1,205,631 | $ (23,155) | $ (3,248,089) | $ 70,338 | $ 125 | ||
Ending balance, shares at Sep. 30, 2020 | 231,244,322 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common stock dividends declared per share | $ 0.15 | $ 0.05 | $ 0.15 | $ 0.05 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities | ||
Net (loss) income | $ (671,140) | $ 22,262 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 250,970 | 307,571 |
Amortization of deferred financing costs and debt discount | 27,703 | 30,045 |
Write off of deferred financing costs and debt discount | 73,952 | |
Interest rate swap termination | 7,325 | |
Deferred income taxes | (8,506) | (6,137) |
Equity in (earnings) loss of unconsolidated entities | 342 | |
Distributions of cumulative earnings from unconsolidated entities | 960 | |
Loss on derivative instruments | (4,886) | |
Straight-line revenues | (1,036) | (1,450) |
Stock-based compensation | 10,446 | 7,930 |
Change in fair value of contingent consideration | 8,086 | (28,530) |
Gain on sale of real estate (Note 5) | (86,726) | (28,995) |
Loss on sale of Uniti Fiber Midwest operations | 2,242 | |
Loss on asset disposal | 1,483 | 5,206 |
Other | (300) | 156 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 17,699 | 15,885 |
Other assets | 4,331 | 4,560 |
Accounts payable, accrued expenses and other liabilities | 43,535 | 56,551 |
Deferred revenue from prepaid rent - Bluebird/Uniti Fiber Midwest networks (Note 5) | 174,500 | |
Settlement payable (Note 14) | 438,577 | |
Net cash provided by operating activities | 112,815 | 561,796 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (4,211) | |
Proceeds from sale of Uniti Fiber Midwest operations | 6,400 | |
Other capital expenditures | (214,150) | (264,862) |
Proceeds from sale of real estate, net of cash | 392,011 | 130,429 |
Net cash provided by (used in) investing activities | 104,734 | (451,234) |
Cash flow from financing activities | ||
Repayment of Senior Secured Term Loan B | (2,044,728) | |
Principal payments on debt | (15,810) | |
Dividends paid | (100,759) | (129,075) |
Payments of contingent consideration | (15,713) | (32,253) |
Distributions paid to noncontrolling interest | (1,802) | (2,873) |
Borrowings under revolving credit facility | 140,000 | 139,000 |
Payments under revolving credit facility | (585,019) | (203,981) |
Finance lease payments | (2,890) | (3,179) |
Payments for financing costs | (47,775) | (49,497) |
Settlement Common Stock issuance (Note 16) | 244,550 | |
Common stock issuance, net of costs | 21,641 | |
Proceeds from issuance of notes | 2,250,000 | 345,000 |
Proceeds from sale of warrants | 50,800 | 50,819 |
Payment for bond hedge option | (70,035) | |
Employee stock purchase program | 306 | 847 |
Net share settlement | (962) | (1,832) |
Net cash (used in) provided by financing activities | (164,792) | 48,772 |
Effect of exchange rates on cash and cash equivalents | (43) | |
Net (decrease) increase in cash and cash equivalents | 52,757 | 159,291 |
Cash and cash equivalents at beginning of period | 142,813 | 38,026 |
Cash and cash equivalents at end of period | 195,570 | 197,317 |
Non-cash investing and financing activities: | ||
Property and equipment acquired but not yet paid | 15,242 | 19,947 |
Tenant capital improvements | 101,877 | 122,577 |
Settlement of convertible preferred stock, Series A Shares | 87,500 | |
Settlement of contingent consideration through non-cash consideration | 11,178 | |
Exchange of noncontrolling interest through non-cash consideration | 6,540 | |
Bluebird Network, LLC | ||
Cash flow from investing activities | ||
Asset acquisition | $ (318,990) | |
Windstream | ||
Cash flow from investing activities | ||
Asset acquisition | $ (73,127) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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) On September 21, 2020, Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and subsidiaries, “Windstream”) See Note 14. Investments in Unconsolidated Entities We report our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 6. Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , We will perform our annual goodwill impairment test during the fourth quarter of 2020 by estimating the fair value of our reporting units (which are our segments). We intend to use a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. We last performed our annual impairment analysis during the fourth quarter of 2019 and concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 2%. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change and could result in a goodwill impairment charge. We continue to monitor the developments associated with the COVID-19 pandemic and its related impact on our business and, if we determine that the COVID-19 pandemic is negatively impacting our business, we may conclude that an interim impairment analysis is required in a future period. 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. 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. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on us, and there is no guarantee that efforts by us, designed to address adverse impacts of COVID-19, will be effective and those adverse impacts may be material to the financial statements. Concentration of Credit Risks Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the New Leases, (iii) monitoring new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the New Leases and (vi) monitoring the timeliness of its payments under the New Leases. As of the date of this Quarterly Report on Form 10-Q, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream. 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 | 9 Months Ended |
Sep. 30, 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 13), 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) (“ Topic 606 ”) , and are recognized under other applicable guidance, including ASC 84 2 , with the exception of maintenance on sales-type leases which fall under the guidance of 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. On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody Investment Advisors LP (“Melody”) for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the tower business through a newly formed limited partnership with Melody. See Note 5 . 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. We have commenced a wind down of our Consumer CLEC business, which we substantially completed during the second quarter of 2020. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 25,160 $ 31,449 $ 80,568 $ 97,055 Enterprise and wholesale 19,875 21,591 58,761 57,561 E-Rate and government 17,375 18,879 60,133 63,407 Other 2,345 475 3,648 2,158 Fiber Infrastructure $ 64,755 $ 72,394 $ 203,110 $ 220,181 Consumer CLEC - 2,729 651 8,663 Leasing 177 - 177 - Total revenue from contracts with customers 64,932 75,123 203,938 228,844 Revenue accounted for under other applicable guidance 193,833 188,506 587,809 560,230 Total revenue $ 258,765 $ 263,629 $ 791,747 $ 789,074 At September 30, 2020, and December 31, 2019, lease receivables were $18.4 million and $28.8 million, respectively, and receivables from contracts with customers were $42.7 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 and nine months ended September 30, 2020, we recognized revenues of $2.6 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 September 30, 2020 $ 5,210 $ 12,671 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of September 30 , 20 20 , our future revenues (i.e. , transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $ 503.0 million, of which $ 422.7 million is related to contracts that are currently being invoiced and have an average remaining contract term of 1.9 years , while $ 80.3 million represents our backlog for sales bookings which have yet to be installed and have an average remaining contract term of 6.6 years . Practical Expedients and Exemptions We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less. We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, such amounts are not included in revenue. |
Leases
Leases | 9 Months Ended |
Sep. 30, 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 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. The components of lease income for the three and nine months ended September Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Lease income - operating leases $ 193,833 $ 188,506 $ 587,809 $ 560,230 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of September 30, 2020 are as follows: (Thousands) September 30, 2020 (1) 2020 $ 183,225 2021 731,304 2022 729,127 2023 730,011 2024 731,612 Thereafter 4,260,882 Total lease receivables $ 7,366,161 (1) The underlying assets under operating leases where we are the lessor are summarized as follows: (Thousands) September 30, 2020 December 31, 2019 Land $ 26,596 $ 27,392 Building and improvements 334,481 341,096 Poles 263,574 258,535 Fiber 2,959,468 2,836,939 Equipment 421 419 Copper 3,830,129 3,792,366 Conduit 89,770 89,770 Tower assets 1,397 168,453 Finance lease assets 32,660 32,660 Other assets 10,279 10,279 7,548,775 7,557,909 Less: accumulated depreciation (5,170,394 ) (5,033,080 ) Underlying assets under operating leases, net $ 2,378,381 $ 2,524,829 Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2020 and 2019, respectively, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Depreciation expense for underlying assets under operating leases $ 50,841 $ 73,606 $ 160,278 $ 224,973 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 20 years, and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. As of September 30, 2020 million The components of lease cost for the three and nine months ended September Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Finance lease cost Amortization of ROU assets $ 920 $ 1,283 $ 2,890 $ 3,179 Interest on lease liabilities 943 1,571 2,890 3,192 Total finance lease cost 1,863 2,854 5,780 6,371 Operating lease cost 5,313 6,024 19,272 19,278 Short-term lease cost 542 522 1,551 1,451 Variable lease cost 41 47 124 304 Less sublease income (2,733 ) (2,479 ) (9,503 ) (7,857 ) Total lease cost $ 5,026 $ 6,968 $ 17,224 $ 19,547 Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee were as follows: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Operating leases ROU assets, net Other assets, net $ 82,985 $ 127,490 Lease liabilities Accounts payable, accrued expenses and other liabilities, net 73,049 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 128,259 $ 129,900 Lease liabilities Finance lease obligations 49,412 52,994 Weighted-average remaining lease term Operating leases 11.9 years 11.8 years Finance leases 13.5 years 13.9 years Weighted-average discount rate Operating leases 10.0 % 9.7 % Finance leases 8.0 % 8.0 % Other information related to leases as of September 30, 2020 and 2019, respectively, (Thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2,890 $ 3,192 Operating cash flows from operating leases 22,573 20,519 Financing cash flows from finance leases 2,890 3,179 Non-cash items: New operating leases and remeasurements, net $ 426 $ 23,706 New finance leases 31 3,240 Future lease payments under non-cancellable leases as of September 30, 2020 (Thousands) Operating Leases Finance Leases 2020 $ 5,525 $ 1,758 2021 19,841 6,810 2022 17,172 6,680 2023 14,515 6,658 2024 10,359 6,294 Thereafter 40,596 50,824 Total undiscounted lease payments $ 108,009 $ 79,024 Less: imputed interest (34,960 ) (29,612 ) Total lease liabilities $ 73,049 $ 49,412 Future sublease rentals as of September 30 , 2020 are as follows: (Thousands) Sublease Rentals 2020 $ 2,619 2021 8,187 2022 8,220 2023 8,255 2024 8,289 Thereafter 122,169 Total $ 157,739 New Leases On September 18, 2020, in connection with Windstream’s emergence from bankruptcy and the implementation of the Settlement with Windstream described in Note 14 below, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases that each expire on April 30, 2030 (collectively, the “New Leases”), which New Leases amended and restated the Master Lease in its entirety. The New Leases consist of two leases: (a) a master lease (the “ILEC MLA”) that governs Uniti owned assets used for Windstream’s incumbent local exchange carrier (“ILEC”) operations and (b) a master lease (the “CLEC MLA”) that governs Uniti owned assets used for Windstream’s competitive local exchange carrier (“CLEC”) operations. The aggregate initial annual rent under the New Leases is equal to the annual rent under the Master Lease previously in effect. The tenants under the ILEC MLA are Windstream Holdings II, LLC (“Windstream Holdings II,” successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (“Windstream Services II,” successor in interest to Windstream Services LLC), and certain subsidiaries and/or newly formed affiliated entities operating the ILECs, and the landlords under the ILEC MLA are the Uniti entities that own the applicable ILEC assets. Similarly, the tenants under the CLEC MLA are Windstream Holdings II, Windstream Services II, and certain subsidiaries and/or newly formed affiliated entities operating CLECs, and the landlords under the CLEC MLA are the Uniti entities that own the CLEC assets. The New Leases contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is the tenant under both of the New Leases and unless and until the landlords under the ILEC MLA are different from the landlords under the CLEC MLA. The New Leases permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the New Leases, together or separately, so long as Uniti does not transfer interests in either New Lease to a Windstream competitor. In addition, the New Leases impose certain financial restrictions on Windstream if Windstream fails to maintain certain financial covenants. Windstream covenants not to incur certain indebtedness (other than certain refinancing in a principal amount that does not exceed the sum of the principal amount of the indebtedness refinanced, the accrued and unpaid interest on such indebtedness refinanced and any other amounts owing thereon and any customary costs incurred in connection with such refinancing or drawings under its third party syndicated revolving credit facility, in an amount not to exceed $750 million) if its total leverage ratio, pro forma for the incurrence of such indebtedness, would exceed 3.00:1:00. Further, Windstream covenants not to incur certain additional indebtedness, pay dividends, repurchase stock or prepay unsecured debt, or enter into a transaction with an entity controlled by a member of the board without Uniti’s consent if Windstream’s total leverage ratio exceeds 3.50:1.00. Notwithstanding the foregoing, the financial covenants described herein shall not apply at any time in which Windstream maintains a corporate family rating of not less than “B2” by Moody’s and either “B” by Standard & Poor’s or “B” by Fitch Ratings. Pursuant to the New Leases, Windstream (or any successor tenant under a New Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (or the applicable tenant under the New Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements”). Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both New Leases (and under separate equipment loan facilities) are limited to $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. Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of GCI commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the New Leases. Interest on these loans will accrue at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will receive a first-lien security interest in the equipment purchased with the loans. For any cumulative Growth Capital Improvements that Windstream (or the successor tenant under a New Lease) incurs in excess of the foregoing annual amounts in any calendar year during the term, Windstream (or such tenant, as the case may be) is entitled to reimbursement from the commitment amounts in a subsequent period, subject to an annual limit of $ 250 million in any calendar year. Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable New Lease will increase by an amount equal to 8.0 % (the “Rent Rate”) of such installment of reimbursement . The Rent Rate will thereafter increase to 100.5 % of the prior Rent Rate on each anniversary of each reimbursement . In the event that the tenant’s interest in either New Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either New Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $ 20 million per year. If Uniti fails to reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the New Leases, and such failure continues for thirty (30) days, then such un reimbursed amounts may be applied as an offset against the rent owed by Windstream under the New Leases (and such amounts will thereafter be treated as if Uniti had reimburs ed them). The New Leases provide, and the Master Lease provided, that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacement to the Distribution Systems, including without limitation, the replacement of copper distribution systems with fiber distribution systems, automatically become property of Uniti upon their construction by Windstream. We receive non-monetary consideration related to TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as real estate investments and deferred revenue. We depreciate the real estate investments over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. TCIs exclude Growth Capital Improvements as an when reimbursed by Uniti. During the three months ended September 30, 2020, Uniti reimbursed $29.1 million of Growth Capital Improvements, which, as allowed for under the Settlement, represented the reimbursement of capital improvements completed in 2020 that were previously classified as TCIs. Upon reimbursement, the Company reduced the unamortized portion of deferred revenue related to these capital improvements and capitalized the difference between the cash provided to Windstream and the unamortized deferred revenue as a lease incentive. This lease incentive, which is $0.4 million and reported within other assets on our Condensed Consolidated Balance Sheet as of September 30, 2020, will be amortized against revenue over the initial term of the New Leases. Subsequent to September 30, 2020, Windstream requested and we reimbursed $38.1 million of qualifying Growth Capital Improvements that were reported as TCIs as of September 30, 2020. As of the date of this Quarterly Report on Form 10-Q, we have reimbursed a total of $67.2 million of Growth Capital Improvements, and all amounts represent the reimbursement of qualifying Growth Capital Improvements that were previously reported as TCIs in 2020. |
Asset Acquisitions and Disposit
Asset Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Asset Acquisitions and Dispositions | Note 5. Asset Acquisitions and Dispositions 2020 Transactions Windstream Settlement Agreement On September 18, 2020, and in furtherance of the Settlement Agreement ( see Note 14 ), Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)), which IRUs currently generate approximately $22 million in annual EBITDA and (y) the fiber assets (and underlying rights) for the 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)), which IRUs currently generate $7 million of annual EBITDA. In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the transferred fiber assets. The Company concluded that the Asset Purchase Agreement, and the obligation for Uniti to make cash payment s to Windstream in accordance with the terms of the Settlement Agreement ( see Note 14 ), should be combined for the accounting purpose of ASC 842. As such, total consideration provided to Windstream under the Settlement has been allocated as follows: (Thousands) Consideration: Asset Purchase Agreement $ 284,550 Fair value of settlement obligation 438,577 Total consideration $ 723,127 Fair values of the assets acquired and liabilities assumed as of the acquisition date: Property, plant and equipment $ 170,754 Intangible assets, net 66,290 Other assets 12,083 Intangible liabilities, net (176,000 ) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 Of the $ million of intangible assets acquired, $ million and prepaid assets $ million are recorded within other assets on our Consolidated Balance Sheets. Sale of Midwest Fiber Network On July 1, 2020, the Company completed the sale of the entity that controlled the Company’s Midwest fiber network assets (the “Propco”) to Macquarie Infrastructure Partners (“MIP”), selling net assets having a book value of $186.5 million for total cash consideration of $167.6 million. The Company retained a 20% investment interest in the Propco, having a fair value of $41.9 million, through a newly-formed limited liability company with MIP ( see Note 6 ). During the third quarter, we recorded a gain of $23.0 million related to this transaction. Sale of U.S. Tower Portfolio On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody, selling net assets having a book value of $190.0 million for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the tower business, having a fair value of $26.0 million, through a newly-formed limited partnership with Melody ( see Note 6 ), and will receive incremental earn-out payments, estimated to be $1.9 million, which is included in other assets on the Condensed Consolidated Balance Sheet as of September 30, 2020. During the second quarter, we recorded a gain of $63.7 million related to this transaction. 2019 Transactions Bluebird Network, LLC On August 30, 2019, the Company closed on its operating company/property company transaction with MIP to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets division of Macquarie Group. Bluebird’s network consists of approximately 178,000 fiber strand miles in the Midwest across Missouri, Kansas, Illinois and Oklahoma. In the transaction, Uniti purchased the Bluebird fiber network and MIP purchased the Bluebird operations. In addition, Uniti sold Uniti Fiber’s Midwest operations to MIP, while Uniti retained its existing Midwest fiber network. Uniti acquired the fiber network of Bluebird for $320.8 million, which included transaction costs of $1.8 million. Uniti funded $175 million in cash and $ 144 million from pre-paid rent received from MIP at closing. The pre-paid rent is recorded within deferred revenue on our Consolidated Balance Sheet. In connection with the sale of the Company’s Midwest operations, we received total upfront cash of approximately $ 37 million, including related pre-paid rent received from MIP at closing. Concurrently with the closing of these transactions, Uniti has leased the Bluebird fiber network and its Midwest fiber network on a combined basis to MIP, under a long-term triple net lease (the “Bluebird Lease”). Sale of Ground Lease Portfolio On May 23, 2019, the Company completed the sale of substantially all of its U.S. ground lease business. During the second quarter of 2019, we received cash consideration of $30.7 million resulting in a pre-tax gain of $5.0 million. Sale of Latin American Tower Portfolio On April 2, 2019, the Company completed the sale of the Uniti Towers’ Latin America business (“LATAM”) to an entity controlled by Phoenix Towers International for cash consideration of $101.6 million resulting in a pre-tax gain of $23.8 million. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Note 6. Investments in Unconsolidated Entities As of September 30, 2020, the Company had an aggregate investment of $66.6 million in its equity method unconsolidated entities, which included a 42% interest in Fiber Holdings and a 10% interest in Harmoni. Fiber Holdings Fiber Holdings was primarily established to develop fiber networks as real estate property for long-term investment. Fiber Holdings has a 47.5% ownership in the Propco that is under a long-term, triple net lease with our joint venture partner. Our ownership interest in Fiber Holdings represents approximately a 20% economic interest in the Propco. The Company’s current investment and maximum exposure to loss as a result of its involvement with was approximately $41.4 million as of September 30, 2020. The Company has not provided financial support to Harmoni Harmoni was primarily established to develop wireless communication towers as real estate property for long-term investment. We concluded that Harmoni is a VIE; however, the Company determined that it was not the primary beneficiary of Harmoni . The Company’s current investment and maximum exposure to loss as a result of its involvement with Harmoni was approximately $25.2 million as of September 30, 2020. The Company has not provided financial support to . We provide transition services to Harmoni in exchange for fees and reimbursements. Total transition service fees earned in connection with Harmoni were $0.2 million and $0.5 million, respectively, for the three and nine months ended September 30, 2020, which is included in operating expense on a net basis in our Consolidated Statements of Income (Loss). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 7. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date; Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for the asset or liability. Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative asset and liability , our outstanding notes and other debt, contingent consideration and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at September 30, 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 September 30, 2020 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,373,750 $ - 2,373,750 $ - Senior secured notes - 6.00%, due April 15, 2023 548,625 - 548,625 - Senior unsecured notes - 8.25%, due October 15, 2023 1,090,575 - 1,090,575 - Senior unsecured notes - 7.125%, due December 15, 2024 577,500 - 577,500 - Exchangeable senior notes - 4.00%, due June 15, 2024 387,866 - 387,866 - Senior secured revolving credit facility, variable rate, due April 24, 2022 129,987 - 129,987 - Derivative liability, net 25,829 - 25,829 - Settlement payable 438,577 - 438,577 - Contingent consideration 3,880 - - 3,880 Total $ 5,576,589 $ - $ 5,572,709 $ 3,880 (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 $4.99 billion at September 30, 2020, with a fair value of $5.11 billion. The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative assets and liabilities are carried at fair value. See Note 9 2020 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative assets and liabilities valuation in Level 2 of the fair value hierarchy . Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes ( see Note 11 ) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information, quoted market prices, and current market rates for similar convertible debt instruments. Uniti is required to make a $490.1 million cash payment to Windstream in equal installments over 20 consecutive quarters beginning the first month after Windstream’s emergence (the “Settlement Payable”) ( see Note 14 ). The Settlement Payable is carried at fair value, which was determined using the present value of expected future cash flows and is classified as Level 2 inputs with the fair value hierarchy. The fair value of the Settlement Payable is $438.6 million and is reported as settlement payable on our Condensed Consolidated Balance Sheet at September 30, 2020. 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. $3.9 , 2020 and 2019 Changes in the fair value of contingent consideration arrangements are recorded in our Condensed Consolidated Statements of Income (Loss) in the period in which the change occurs. For the three and nine months ended September 30 $1.9 nine months ended September 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 September 30, 2020 Contingent consideration $ 11,507 $ - $ 8,086 $ (15,713 ) $ 3,880 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives September 30, 2020 December 31, 2019 Land Indefinite $ 27,936 $ 28,337 Building and improvements 3 - 40 years 349,900 355,225 Real property interests (1 ) - 3,308 Poles 30 years 263,574 258,535 Fiber 30 years 3,666,336 3,456,398 Equipment 5 - 7 years 327,448 293,427 Copper 20 years 3,830,129 3,792,366 Conduit 30 years 89,771 89,770 Tower assets 20 years 8,571 170,063 Finance lease assets (1 ) 128,259 129,900 Other assets 15 - 20 years 10,370 11,591 Corporate assets 3 - 7 years 13,323 5,552 Construction in progress (1 ) 51,543 89,007 8,767,160 8,683,479 Less accumulated depreciation (5,479,860 ) (5,273,534 ) Net property, plant and equipment $ 3,287,300 $ 3,409,945 (1) See our Annual Report for property, plant and equipment accounting policies. Depreciation expense for the three and nine months ended September 30, 2020 nine months ended September 30, 2019 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 9. Derivative Instruments and Hedging Activities The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. 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 $2.03 As result of the repayment of the Company’s term loan facility in February of 2020 ( see Note 11 ), 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 September 30 , 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 $ 31,871 $ (31,871 ) $ - Total $ 31,871 $ (31,871 ) $ - Liabilities Interest rate swaps $ 57,700 $ (31,871 ) $ 25,829 Total $ 57,700 $ (31,871 ) $ 25,829 The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Interest rate swaps Derivative liability, net $ 25,829 $ 23,679 As of September 30, 2020, 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 nine months ended September 30, 2020, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments prior to the February 2020 discontinuance of hedge accounting was $7.7 million. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2020 was $2.8 million and $8.0 million, respectively As of September 30, 2019, 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 and nine months ended September 30, 2019, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $7.9 million and $54.0 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income (Loss) for the three and nine months ended September 30, 2019 was a benefit of $0.7 million and $4.7 million, respectively. During the next twelve months, beginning October 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 11 ), 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, 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, 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 and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets And Liabilities Disclosure [Abstract] | |
Goodwill and Intangible Assets and Liabilities | Note 10. Goodwill and Intangible Assets and Liabilities There were no changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2020. (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2019 $ 690,672 $ 690,672 Goodwill at September 30, 2020 690,672 690,672 (Thousands) September 30, 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 $ 416,104 $ (77,269 ) $ 450,603 $ (93,794 ) Contracts 55,793 - - - In-place lease (1) - - 50,705 (845 ) Underlying Rights (1) 10,497 - 124,696 (1,386 ) Trade name 2,000 (1,292 ) - - Total intangible assets $ 484,394 $ 628,004 Less: accumulated amortization (78,561 ) (96,025 ) Total intangible assets, net $ 405,833 $ 531,979 Finite life intangible liabilities: Below-market leases $ 176,000 - $ - - Finite life intangible liabilities: Below-market leases $ 176,000 $ - Less: accumulated amortization - - Total intangible liabilities, net $ 176,000 $ - (1) As of September 30 15.6 nine months ended September 30, 2020 w 6.5 nine months ended September 30, 2019 w 6.3 Amortization expense is estimated to be $ 29.3 |
Notes and Other Debt
Notes and Other Debt | 9 Months Ended |
Sep. 30, 2020 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 11. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt are as follows: (Thousands) September 30, 2020 December 31, 2019 Principal amount $ 4,985,000 $ 5,224,747 Less unamortized discount, premium and debt issuance costs (154,629 ) (207,068 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 4,830,371 $ 5,017,679 Notes and other debt at September 30, 2020 and December 31, 2019 consisted of the following: September 30, 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 5.66%) $ - - $ 2,044,728 $ (74,523 ) Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (41,853 ) - - Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%) 550,000 (4,458 ) 550,000 (5,633 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (23,864 ) 1,110,000 (28,808 ) Senior unsecured notes - 7.125% due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (5,570 ) 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 (73,692 ) 345,000 (85,272 ) Senior secured revolving credit facility, variable rate, due April 24, 2022 130,000 (5,192 ) 575,019 (6,528 ) Total $ 4,985,000 $ (154,629 ) $ 5,224,747 $ (207,068 ) At September 30, 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) $130.0 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 Income (Loss) for the nine months ended September 30, 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, 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). As of September 30, 2020, total commitments under the Revolving Credit Facility are $418.3 million with $288.3 million of borrowing availability. All obligations under the Credit Agreement are guaranteed by the Company and 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 September 30, 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 limited 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. Such restrictions are no longer in effect following Windstream’s emergence from bankruptcy. 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. The Sixth Amendment limits the ability of our non-guarantor subsidiaries to incur indebtedness until such time as our consolidated net leverage ratio (as defined in the Credit Agreement) is no greater than 5.75 to 1.0. 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. 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 2025 Secured Notes generally limit our ability to pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, until such time as our consolidated net leverage ratio (as defined in the indenture governing the 2025 Secured Notes) is no greater than 5.75 to 1.0. 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 Income (Loss) For the three and nine months ended September 30, 2020, we recognized $3.9 million and $11.4 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. For the three and nine months ended September 30, 2019, we recognized $4.3 million and $11.8 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12. 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 11 ) is calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the Warrants ( see Note 9 ) is calculated using the treasury-stock method. During the three and nine months ended September 30 The following sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2020 2019 2020 2019 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 7,265 $ (19,420 ) $ (659,332 ) $ 21,739 Less: Income allocated to participating securities (229 ) (50 ) (853 ) (301 ) Dividends declared on convertible preferred stock (2 ) - (6 ) (656 ) Amortization of discount on convertible preferred stock - - - (993 ) Net income (loss) attributable to common shares $ 7,034 $ (19,470 ) $ (660,191 ) $ 19,789 Denominator: Basic weighted-average common shares outstanding 198,054 191,940 194,278 185,746 Basic earnings (loss) per common share $ 0.04 $ (0.10 ) $ (3.40 ) $ 0.11 Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2020 2019 2020 2019 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 7,265 $ (19,420 ) $ (659,332 ) $ 21,739 Less: Income allocated to participating securities (229 ) (50 ) (853 ) (301 ) Dividends declared on convertible preferred stock (2 ) - (6 ) (656 ) Amortization of discount on convertible preferred stock - - - (993 ) Impact on if-converted dilutive securities - - - - Net income (loss) attributable to common shares $ 7,034 $ (19,470 ) $ (660,191 ) $ 19,789 Denominator: Basic weighted-average common shares outstanding 198,054 191,940 194,278 185,746 Effect of dilutive non-participating securities 319 - - - Impact on if-converted dilutive securities - - - - Weighted-average shares for dilutive earnings per common share 198,373 191,940 194,278 185,746 Dilutive earnings (loss) per common share $ 0.04 $ (0.10 ) $ (3.40 ) $ 0.11 For the three and nine months ended September 30, 2020, 29,504,780 potential common shares related to the Exchangeable Notes were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the nine months ended September 30, 2020, 730,863 non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2019 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. 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 on May 23, 2019, the Company completed the sale of substantially all of its ground lease business located across the United States. On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the U.S. tower business through a newly formed limited partnership with Melody. 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 Uniti’s separation and spin-off from Windstream (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 substantially 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 or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however, we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP Selected financial data related to our segments is presented below for the three and nine months ended September 30 Three Months Ended September 30, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 182,370 $ 76,395 $ - $ - $ - $ 258,765 Adjusted EBITDA $ 181,103 $ 25,419 $ - $ (186 ) $ (7,775 ) $ 198,561 Less: Interest expense 102,791 Depreciation and amortization 48,189 31,617 - - 74 79,880 Other expense, net 3,098 Settlement expense - Transaction related and other costs 20,816 Gain on sale of real estate (22,908 ) Stock-based compensation 3,341 Income tax expense 2,801 Adjustments for equity in earnings from unconsolidated entities 1,287 1,287 Net income $ 7,455 Three Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 179,648 $ 77,979 $ 3,273 2,729 $ - $ 263,629 Adjusted EBITDA $ 178,095 $ 30,536 $ (417 ) $ 465 $ (6,021 ) $ 202,658 Less: Interest expense 104,655 Depreciation and amortization 70,227 28,652 1,643 594 50 101,166 Other expense, net 540 Transaction related and other costs 15,179 Gain on sale of real estate (205 ) Stock-based compensation 2,845 Income tax benefit (1,745 ) Net loss $ (19,777 ) Nine Months Ended September 30, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 552,042 $ 232,942 $ 6,112 $ 651 $ - $ 791,747 Adjusted EBITDA $ 545,792 $ 81,453 $ 77 $ (461 ) $ (23,717 ) $ 603,144 Less: Interest expense 388,427 Depreciation and amortization 155,216 93,957 783 791 223 250,970 Other income, net 12,186 Settlement expense 650,000 Transaction related and other costs 55,344 Gain on sale of real estate (86,726 ) Stock-based compensation 10,446 Income tax benefit (7,650 ) Adjustments for equity in earnings from unconsolidated entities 1,287 1,287 Net loss $ (671,140 ) Nine Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 532,773 $ 236,139 $ 11,499 $ 8,663 $ - $ 789,074 Adjusted EBITDA $ 528,727 $ 97,572 $ (134 ) $ 1,676 $ (18,044 ) $ 609,797 Less: Interest expense 286,842 Depreciation and amortization 216,254 85,405 4,470 1,286 156 307,571 Other income, net (24,848 ) Transaction related and other costs 28,883 Gain on sale of real estate (28,995 ) Stock-based compensation 7,930 Income tax expense 10,152 Net income $ 22,262 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. 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, and the successor New Leases, 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. On July 25, 2019, On September 21, 2020, Windstream emerged from bankruptcy. In connection with Windstream’s emergence from bankruptcy, Uniti and Windstream implemented the Settlement, pursuant to which Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and the Master Lease . Under the Settlement Agreement, in addition to completing the transactions and executing the New Leases (see Note 4), Uniti is required to make quarterly cash payments of $24.5 million to Windstream for 20 consecutive quarters beginning the first month after Windstream’s emergence. Uniti may prepay any installments falling due on or after the first anniversary of the Settlement’s effective date (discounted at a 9% rate). This obligation has been recorded at its initial fair value of $438.6 million and is reported as settlement payable on our Condensed Consolidated Balance Sheet at September 30, 2020. The difference between the initial fair value of the obligation and total undiscounted cash payments, $490.1 million, will be recognized as interest expense within our Condensed Consolidated Statements of Income (Loss) at an effective rate of 4.7%, over 20 quarters beginning October 1, 2020. Stock Purchase Agreements On September 9, 2020, Uniti entered into stock purchase agreements (each, a “Stock Purchase Agreement”) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), 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. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and in settlement of the litigation with Windstream. Asset Purchase Agreement ( see Note 5 ) On September 18, 2020, and in furtherance of the Settlement Agreement, Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)), which IRUs currently generate approximately $22 million in annual EBITDA and (y) the fiber assets (and underlying rights) for the 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)), which IRUs currently generate $7 million of annual EBITDA. In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the transferred fiber assets. 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, and a hearing on the motion was heard on May 12, 2020. On November 4, 2020, the court granted the Defendants’ motion and dismissed SLF’s amended complaint, in its entirety, with prejudice. Beginning on October 25, 2019, several purported shareholders 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, alleging violations of the federal securities laws (the “Shareholder Actions”), based on claims similar to those asserted in the SLF Action. 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. On May 11, 2020, lead plaintiffs filed a consolidated amended complaint in the consolidated Shareholder Actions. The consolidated amended complaint seeks to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The Shareholder Actions assert claims 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, among other things, the risk that the Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream and/or the risk that the Master Lease purportedly could be recharacterized as a financing instead of “true lease.” The Shareholder Actions seek class certification, unspecified monetary damages, costs and attorneys’ fees and other relief . On July 10, 2020, defendants moved to dismiss the consolidated amended complaint. Briefing on that motion is complete , 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 . Under the terms of the tax matters agreement entered into on April 24, 2015 by the Company, Windstream Services, LLC and Windstream (the “Tax Matters Agreement”), in connection with the Spin-Off, we are generally responsible for any taxes imposed on Windstream that arise from the failure of the Spin-Off and the debt exchanges to qualify as tax-free for U.S. federal income tax purposes, within the meaning of Section 355 and Section 368(a)(1)(D) of the Code, as applicable, to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, indebtedness, assets or business, or a breach of the relevant representations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS in connection with the request for the private letter ruling or the representations provided |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 15. Accumulated Other Comprehensive (Loss) Income Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period attributable to common shareholders $ (30,353 ) $ (18,960 ) $ (23,442 ) $ 30,042 Other comprehensive loss before reclassifications - (7,906 ) (7,713 ) (53,989 ) Amounts reclassified from accumulated other comprehensive income - (739 ) 677 (4,705 ) Balance at end of period (30,353 ) (27,605 ) (30,478 ) (28,652 ) Less: Other comprehensive loss attributable to noncontrolling interest - (153 ) (125 ) (1,200 ) Balance at end of period attributable to common shareholders (30,353 ) (27,452 ) (30,353 ) (27,452 ) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 4,416 - - - Amounts reclassified from accumulated other comprehensive income 2,829 - 7,325 - Balance at end of period 7,245 - 7,325 - Less: Other comprehensive (loss) income attributable to noncontrolling interest 47 - 127 - Balance at end of period attributable to common shareholders 7,198 - 7,198 - Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders - - - 63 Translation adjustments - - - - Amounts reclassified from accumulated other comprehensive income - - - (63 ) Balance at end of period - - - - Less: Other comprehensive income attributable to noncontrolling interest - - - - Balance at end of period attributable to common shareholders - - - - Accumulated other comprehensive loss at end of period $ (23,155 ) $ (27,452 ) $ (23,155 ) $ (27,452 ) |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Capital Stock | Note 16. Capital Stock On September 9, 2020, Uniti entered into stock purchase agreements (see Note 14) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), 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. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and settlement of the litigation with Windstream. The issuance and sale of the Settlement Common Stock was 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 are subject to a one-year lock up, and all recipients are subject to a customary standstill agreement. No recipient will receive any governance rights in connection with the issuance. The binding letters of intent and the Stock Purchase Agreements also provide for customary registration rights. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events O |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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) On September 21, 2020, Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and subsidiaries, “Windstream”) See Note 14. |
Investments In Unconsolidated Entities | Investments in Unconsolidated Entities We report our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 6. |
Goodwill | Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , We will perform our annual goodwill impairment test during the fourth quarter of 2020 by estimating the fair value of our reporting units (which are our segments). We intend to use a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. We last performed our annual impairment analysis during the fourth quarter of 2019 and concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 2%. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change and could result in a goodwill impairment charge. We continue to monitor the developments associated with the COVID-19 pandemic and its related impact on our business and, if we determine that the COVID-19 pandemic is negatively impacting our business, we may conclude that an interim impairment analysis is required in a future period. 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. 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. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on us, and there is no guarantee that efforts by us, designed to address adverse impacts of COVID-19, will be effective and those adverse impacts may be material to the financial statements. |
Concentration of Credit Risks | Concentration of Credit Risks Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the New Leases, (iii) monitoring new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the New Leases and (vi) monitoring the timeliness of its payments under the New Leases. As of the date of this Quarterly Report on Form 10-Q, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream. |
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) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 25,160 $ 31,449 $ 80,568 $ 97,055 Enterprise and wholesale 19,875 21,591 58,761 57,561 E-Rate and government 17,375 18,879 60,133 63,407 Other 2,345 475 3,648 2,158 Fiber Infrastructure $ 64,755 $ 72,394 $ 203,110 $ 220,181 Consumer CLEC - 2,729 651 8,663 Leasing 177 - 177 - Total revenue from contracts with customers 64,932 75,123 203,938 228,844 Revenue accounted for under other applicable guidance 193,833 188,506 587,809 560,230 Total revenue $ 258,765 $ 263,629 $ 791,747 $ 789,074 |
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 September 30, 2020 $ 5,210 $ 12,671 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the three and nine months ended September Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Lease income - operating leases $ 193,833 $ 188,506 $ 587,809 $ 560,230 |
Lease Payments to be Received under Non-Cancellable Operating Leases | Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of September 30, 2020 are as follows: (Thousands) September 30, 2020 (1) 2020 $ 183,225 2021 731,304 2022 729,127 2023 730,011 2024 731,612 Thereafter 4,260,882 Total lease receivables $ 7,366,161 (1) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor are summarized as follows: (Thousands) September 30, 2020 December 31, 2019 Land $ 26,596 $ 27,392 Building and improvements 334,481 341,096 Poles 263,574 258,535 Fiber 2,959,468 2,836,939 Equipment 421 419 Copper 3,830,129 3,792,366 Conduit 89,770 89,770 Tower assets 1,397 168,453 Finance lease assets 32,660 32,660 Other assets 10,279 10,279 7,548,775 7,557,909 Less: accumulated depreciation (5,170,394 ) (5,033,080 ) Underlying assets under operating leases, net $ 2,378,381 $ 2,524,829 |
Schedule of Depreciation Expense for Underlying Assets under Operating Leases | Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2020 and 2019, respectively, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Depreciation expense for underlying assets under operating leases $ 50,841 $ 73,606 $ 160,278 $ 224,973 |
Components of Lease Cost | The components of lease cost for the three and nine months ended September Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Finance lease cost Amortization of ROU assets $ 920 $ 1,283 $ 2,890 $ 3,179 Interest on lease liabilities 943 1,571 2,890 3,192 Total finance lease cost 1,863 2,854 5,780 6,371 Operating lease cost 5,313 6,024 19,272 19,278 Short-term lease cost 542 522 1,551 1,451 Variable lease cost 41 47 124 304 Less sublease income (2,733 ) (2,479 ) (9,503 ) (7,857 ) Total lease cost $ 5,026 $ 6,968 $ 17,224 $ 19,547 |
Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases | Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee were as follows: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Operating leases ROU assets, net Other assets, net $ 82,985 $ 127,490 Lease liabilities Accounts payable, accrued expenses and other liabilities, net 73,049 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 128,259 $ 129,900 Lease liabilities Finance lease obligations 49,412 52,994 Weighted-average remaining lease term Operating leases 11.9 years 11.8 years Finance leases 13.5 years 13.9 years Weighted-average discount rate Operating leases 10.0 % 9.7 % Finance leases 8.0 % 8.0 % |
Schedule of Other Information Related to Leases | Other information related to leases as of September 30, 2020 and 2019, respectively, (Thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2,890 $ 3,192 Operating cash flows from operating leases 22,573 20,519 Financing cash flows from finance leases 2,890 3,179 Non-cash items: New operating leases and remeasurements, net $ 426 $ 23,706 New finance leases 31 3,240 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of September 30, 2020 (Thousands) Operating Leases Finance Leases 2020 $ 5,525 $ 1,758 2021 19,841 6,810 2022 17,172 6,680 2023 14,515 6,658 2024 10,359 6,294 Thereafter 40,596 50,824 Total undiscounted lease payments $ 108,009 $ 79,024 Less: imputed interest (34,960 ) (29,612 ) Total lease liabilities $ 73,049 $ 49,412 |
Future Sublease Rentals | Future sublease rentals as of September 30 , 2020 are as follows: (Thousands) Sublease Rentals 2020 $ 2,619 2021 8,187 2022 8,220 2023 8,255 2024 8,289 Thereafter 122,169 Total $ 157,739 |
Asset Acquisitions and Dispos_2
Asset Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Total Consideration Provided to Windstream under the Settlement | As such, total consideration provided to Windstream under the Settlement has been allocated as follows: (Thousands) Consideration: Asset Purchase Agreement $ 284,550 Fair value of settlement obligation 438,577 Total consideration $ 723,127 Fair values of the assets acquired and liabilities assumed as of the acquisition date: Property, plant and equipment $ 170,754 Intangible assets, net 66,290 Other assets 12,083 Intangible liabilities, net (176,000 ) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2020 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,373,750 $ - 2,373,750 $ - Senior secured notes - 6.00%, due April 15, 2023 548,625 - 548,625 - Senior unsecured notes - 8.25%, due October 15, 2023 1,090,575 - 1,090,575 - Senior unsecured notes - 7.125%, due December 15, 2024 577,500 - 577,500 - Exchangeable senior notes - 4.00%, due June 15, 2024 387,866 - 387,866 - Senior secured revolving credit facility, variable rate, due April 24, 2022 129,987 - 129,987 - Derivative liability, net 25,829 - 25,829 - Settlement payable 438,577 - 438,577 - Contingent consideration 3,880 - - 3,880 Total $ 5,576,589 $ - $ 5,572,709 $ 3,880 (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 September 30, 2020 Contingent consideration $ 11,507 $ - $ 8,086 $ (15,713 ) $ 3,880 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2020 December 31, 2019 Land Indefinite $ 27,936 $ 28,337 Building and improvements 3 - 40 years 349,900 355,225 Real property interests (1 ) - 3,308 Poles 30 years 263,574 258,535 Fiber 30 years 3,666,336 3,456,398 Equipment 5 - 7 years 327,448 293,427 Copper 20 years 3,830,129 3,792,366 Conduit 30 years 89,771 89,770 Tower assets 20 years 8,571 170,063 Finance lease assets (1 ) 128,259 129,900 Other assets 15 - 20 years 10,370 11,591 Corporate assets 3 - 7 years 13,323 5,552 Construction in progress (1 ) 51,543 89,007 8,767,160 8,683,479 Less accumulated depreciation (5,479,860 ) (5,273,534 ) Net property, plant and equipment $ 3,287,300 $ 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) | 9 Months Ended |
Sep. 30, 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 September 30 , 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 $ 31,871 $ (31,871 ) $ - Total $ 31,871 $ (31,871 ) $ - Liabilities Interest rate swaps $ 57,700 $ (31,871 ) $ 25,829 Total $ 57,700 $ (31,871 ) $ 25,829 |
Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Interest rate swaps Derivative liability, net $ 25,829 $ 23,679 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets And Liabilities Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | There were no changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2020. (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2019 $ 690,672 $ 690,672 Goodwill at September 30, 2020 690,672 690,672 |
Schedule of Carrying Value of Other Intangible Assets | (Thousands) September 30, 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 $ 416,104 $ (77,269 ) $ 450,603 $ (93,794 ) Contracts 55,793 - - - In-place lease (1) - - 50,705 (845 ) Underlying Rights (1) 10,497 - 124,696 (1,386 ) Trade name 2,000 (1,292 ) - - Total intangible assets $ 484,394 $ 628,004 Less: accumulated amortization (78,561 ) (96,025 ) Total intangible assets, net $ 405,833 $ 531,979 Finite life intangible liabilities: Below-market leases $ 176,000 - $ - - Finite life intangible liabilities: Below-market leases $ 176,000 $ - Less: accumulated amortization - - Total intangible liabilities, net $ 176,000 $ - (1) |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 9 Months Ended |
Sep. 30, 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 are as follows: (Thousands) September 30, 2020 December 31, 2019 Principal amount $ 4,985,000 $ 5,224,747 Less unamortized discount, premium and debt issuance costs (154,629 ) (207,068 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 4,830,371 $ 5,017,679 Notes and other debt at September 30, 2020 and December 31, 2019 consisted of the following: September 30, 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 5.66%) $ - - $ 2,044,728 $ (74,523 ) Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (41,853 ) - - Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%) 550,000 (4,458 ) 550,000 (5,633 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (23,864 ) 1,110,000 (28,808 ) Senior unsecured notes - 7.125% due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (5,570 ) 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 (73,692 ) 345,000 (85,272 ) Senior secured revolving credit facility, variable rate, due April 24, 2022 130,000 (5,192 ) 575,019 (6,528 ) Total $ 4,985,000 $ (154,629 ) $ 5,224,747 $ (207,068 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, (Thousands, except per share data) 2020 2019 2020 2019 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 7,265 $ (19,420 ) $ (659,332 ) $ 21,739 Less: Income allocated to participating securities (229 ) (50 ) (853 ) (301 ) Dividends declared on convertible preferred stock (2 ) - (6 ) (656 ) Amortization of discount on convertible preferred stock - - - (993 ) Net income (loss) attributable to common shares $ 7,034 $ (19,470 ) $ (660,191 ) $ 19,789 Denominator: Basic weighted-average common shares outstanding 198,054 191,940 194,278 185,746 Basic earnings (loss) per common share $ 0.04 $ (0.10 ) $ (3.40 ) $ 0.11 Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2020 2019 2020 2019 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 7,265 $ (19,420 ) $ (659,332 ) $ 21,739 Less: Income allocated to participating securities (229 ) (50 ) (853 ) (301 ) Dividends declared on convertible preferred stock (2 ) - (6 ) (656 ) Amortization of discount on convertible preferred stock - - - (993 ) Impact on if-converted dilutive securities - - - - Net income (loss) attributable to common shares $ 7,034 $ (19,470 ) $ (660,191 ) $ 19,789 Denominator: Basic weighted-average common shares outstanding 198,054 191,940 194,278 185,746 Effect of dilutive non-participating securities 319 - - - Impact on if-converted dilutive securities - - - - Weighted-average shares for dilutive earnings per common share 198,373 191,940 194,278 185,746 Dilutive earnings (loss) per common share $ 0.04 $ (0.10 ) $ (3.40 ) $ 0.11 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the three and nine months ended September 30 Three Months Ended September 30, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 182,370 $ 76,395 $ - $ - $ - $ 258,765 Adjusted EBITDA $ 181,103 $ 25,419 $ - $ (186 ) $ (7,775 ) $ 198,561 Less: Interest expense 102,791 Depreciation and amortization 48,189 31,617 - - 74 79,880 Other expense, net 3,098 Settlement expense - Transaction related and other costs 20,816 Gain on sale of real estate (22,908 ) Stock-based compensation 3,341 Income tax expense 2,801 Adjustments for equity in earnings from unconsolidated entities 1,287 1,287 Net income $ 7,455 Three Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 179,648 $ 77,979 $ 3,273 2,729 $ - $ 263,629 Adjusted EBITDA $ 178,095 $ 30,536 $ (417 ) $ 465 $ (6,021 ) $ 202,658 Less: Interest expense 104,655 Depreciation and amortization 70,227 28,652 1,643 594 50 101,166 Other expense, net 540 Transaction related and other costs 15,179 Gain on sale of real estate (205 ) Stock-based compensation 2,845 Income tax benefit (1,745 ) Net loss $ (19,777 ) Nine Months Ended September 30, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 552,042 $ 232,942 $ 6,112 $ 651 $ - $ 791,747 Adjusted EBITDA $ 545,792 $ 81,453 $ 77 $ (461 ) $ (23,717 ) $ 603,144 Less: Interest expense 388,427 Depreciation and amortization 155,216 93,957 783 791 223 250,970 Other income, net 12,186 Settlement expense 650,000 Transaction related and other costs 55,344 Gain on sale of real estate (86,726 ) Stock-based compensation 10,446 Income tax benefit (7,650 ) Adjustments for equity in earnings from unconsolidated entities 1,287 1,287 Net loss $ (671,140 ) Nine Months Ended September 30, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 532,773 $ 236,139 $ 11,499 $ 8,663 $ - $ 789,074 Adjusted EBITDA $ 528,727 $ 97,572 $ (134 ) $ 1,676 $ (18,044 ) $ 609,797 Less: Interest expense 286,842 Depreciation and amortization 216,254 85,405 4,470 1,286 156 307,571 Other income, net (24,848 ) Transaction related and other costs 28,883 Gain on sale of real estate (28,995 ) Stock-based compensation 7,930 Income tax expense 10,152 Net income $ 22,262 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period attributable to common shareholders $ (30,353 ) $ (18,960 ) $ (23,442 ) $ 30,042 Other comprehensive loss before reclassifications - (7,906 ) (7,713 ) (53,989 ) Amounts reclassified from accumulated other comprehensive income - (739 ) 677 (4,705 ) Balance at end of period (30,353 ) (27,605 ) (30,478 ) (28,652 ) Less: Other comprehensive loss attributable to noncontrolling interest - (153 ) (125 ) (1,200 ) Balance at end of period attributable to common shareholders (30,353 ) (27,452 ) (30,353 ) (27,452 ) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 4,416 - - - Amounts reclassified from accumulated other comprehensive income 2,829 - 7,325 - Balance at end of period 7,245 - 7,325 - Less: Other comprehensive (loss) income attributable to noncontrolling interest 47 - 127 - Balance at end of period attributable to common shareholders 7,198 - 7,198 - Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders - - - 63 Translation adjustments - - - - Amounts reclassified from accumulated other comprehensive income - - - (63 ) Balance at end of period - - - - Less: Other comprehensive income attributable to noncontrolling interest - - - - Balance at end of period attributable to common shareholders - - - - Accumulated other comprehensive loss at end of period $ (23,155 ) $ (27,452 ) $ (23,155 ) $ (27,452 ) |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 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 | 98.50% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, ASU, Adopted | true | ||
Change in accounting principle, ASU, Transition option elected [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||
Change in accounting principle, ASU, Adoption date | Jan. 1, 2020 | ||
Change in accounting principle, ASU, Immaterial effect | true | ||
Windstream | Revenue | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Master lease and new lease revenue percentage | 66.10% | 65.30% | |
Fiber Infrastructure | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of fair value in excess of carrying value | 2.00% |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | Jun. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | May 23, 2019 |
Revenue Recognition [Line Items] | |||||
Sale of portfolio, cash consideration | $ 30.7 | ||||
ASU 2016-02 | |||||
Revenue Recognition [Line Items] | |||||
Lease receivables | $ 18.4 | $ 18.4 | $ 28.8 | ||
ASC 2014-09 | |||||
Revenue Recognition [Line Items] | |||||
Receivables from contracts with customers | 42.7 | 42.7 | $ 48.6 | ||
Revenue recognized that was included in the contract liability | 2.6 | 4 | |||
Future revenues under contract | 503 | 503 | |||
Contracts currently being invoiced | 422.7 | 422.7 | |||
Backlog for sales bookings | $ 80.3 | $ 80.3 | |||
Average remaining contract term of backlog sales bookings | 6 years 7 months 6 days | ||||
United States | Tower | Melody Investment Advisors | |||||
Revenue Recognition [Line Items] | |||||
Sale of portfolio, cash consideration | $ 225.8 | ||||
Investment interest retained, percentage | 10.00% |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 64,932 | $ 75,123 | $ 203,938 | $ 228,844 |
Total revenues | 258,765 | 263,629 | 791,747 | 789,074 |
Fiber Infrastructure | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 64,755 | 72,394 | 203,110 | 220,181 |
Total revenues | 76,395 | 77,979 | 232,942 | 236,139 |
Fiber Infrastructure | Lit Backhaul | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 25,160 | 31,449 | 80,568 | 97,055 |
Fiber Infrastructure | Enterprise and Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 19,875 | 21,591 | 58,761 | 57,561 |
Fiber Infrastructure | E-Rate and Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 17,375 | 18,879 | 60,133 | 63,407 |
Fiber Infrastructure | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 2,345 | 475 | 3,648 | 2,158 |
Consumer CLEC | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 2,729 | 651 | 8,663 | |
Total revenues | 2,729 | 651 | 8,663 | |
Leasing | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 177 | 177 | ||
Total revenues | 182,370 | 179,648 | 552,042 | 532,773 |
ASU 2016-02 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 193,833 | $ 188,506 | $ 587,809 | $ 560,230 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Sep. 30, 2020USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2019 | $ 11,535 |
Balance, Contract Assets at September 30, 2020 | 5,210 |
Balance, Contract Liabilities at December 31, 2019 | 12,717 |
Balance, Contract Liabilities at September 30, 2020 | $ 12,671 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Sep. 30, 2020 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term for contracts currently billing | 1 year 10 months 24 days |
Leases - Additional Information
Leases - Additional Information (Details) | Nov. 09, 2020USD ($) | Sep. 18, 2020USD ($)Lease | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) |
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 20 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 | $ 2,100,000 | $ 2,100,000 | ||
Number of master leases | Lease | 2 | |||
Windstream | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 20 years | |||
New lease, aggregate reimbursements made for certain growth capital improvements | 29,100,000 | 67,200,000 | ||
Growth Capital Improvements will exclude maintenance or repair expenditures except for costs incurred for fiber replacements to CLEC MLA leased property | $ 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 | |||
Cumulative growth capital improvements annual reimbursement commitment amount limit in subsequent period | $ 250,000,000 | |||
Annual rent adjustment for Growth Capital Funding | 8.00% | |||
Rate used for rent percentage | 100.50% | |||
Windstream | Other Assets | ||||
Leases [Line Items] | ||||
Lease incentive | $ 400,000 | 400,000 | ||
Windstream | Subsequent Event | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 38,100,000 | |||
ILEC MLA | ||||
Leases [Line Items] | ||||
Lease expiration date | Apr. 30, 2030 | |||
CLEC MLA | ||||
Leases [Line Items] | ||||
Lease expiration date | Apr. 30, 2030 | |||
CLEC MLA | Windstream | ||||
Leases [Line Items] | ||||
Maximum funding rights allocated per year upon transfer of interests under new lease | $ 20,000,000 | |||
Equipment Loan Agreement | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 25,000,000 | |||
Accrued interest rate for borrowing | 8.00% | |||
Maximum | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 35 years | 35 years | ||
Lessor, lease renewal term | 20 years | 20 years | ||
Lessor operating lease, termination | 6 months | |||
Lessee, initial lease term | 30 years | 30 years | ||
Lessee, lease renewal term | 20 years | 20 years | ||
Lessee, lease option to terminate, description | 6 months | |||
Total leverage ratio | 650.00% | 650.00% | ||
Maximum | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 1,750,000,000 | $ 1,750,000,000 | ||
Maximum | Windstream | Senior Secured Revolving Credit Facility | ||||
Leases [Line Items] | ||||
Issuance senior notes, stated percentage | $ 750,000,000 | 750,000,000 | ||
Maximum | Equipment Loan Agreement | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 125,000,000 | |||
Maximum | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 5 years | 5 years | ||
Lessor, lease renewal term | 5 years | 5 years | ||
Lessor operating lease, termination | 1 month | |||
Lessee, initial lease term | 1 year | 1 year | ||
Lessee, lease renewal term | 1 year | 1 year | ||
Lessee, lease option to terminate, description | 1 month | |||
Maximum | Windstream | ||||
Leases [Line Items] | ||||
Total leverage ratio | 350.00% | 350.00% | ||
Maximum | Windstream | Pro Forma | ||||
Leases [Line Items] | ||||
Total leverage ratio | 300.00% | 300.00% |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Lease income - operating leases | $ 193,833 | $ 188,506 | $ 587,809 | $ 560,230 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) | [1] |
Leases [Abstract] | ||
2020 | $ 183,225 | |
2021 | 731,304 | |
2022 | 729,127 | |
2023 | 730,011 | |
2024 | 731,612 | |
Thereafter | 4,260,882 | |
Total lease receivables | $ 7,366,161 | |
[1] | Total future minimum lease payments to be received include $6.5 billion relating to the New Leases with Windstream. |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) $ in Thousands | Sep. 30, 2020USD ($) | |
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 7,366,161 | [1] |
New Leases | ||
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 6,500,000 | |
[1] | Total future minimum lease payments to be received include $6.5 billion relating to the New Leases with Windstream. |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | $ 7,548,775 | $ 7,557,909 |
Less: accumulated depreciation | (5,170,394) | (5,033,080) |
Underlying assets under operating leases, net | 2,378,381 | 2,524,829 |
Land | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 26,596 | 27,392 |
Building and Improvements | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 334,481 | 341,096 |
Poles | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 263,574 | 258,535 |
Fiber | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 2,959,468 | 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 | 3,830,129 | 3,792,366 |
Conduit | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 89,770 | 89,770 |
Tower assets | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 1,397 | 168,453 |
Finance Lease Assets | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 32,660 | 32,660 |
Other assets | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | $ 10,279 | $ 10,279 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Depreciation expense for underlying assets under operating leases | $ 50,841 | $ 73,606 | $ 160,278 | $ 224,973 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Amortization of ROU assets | $ 920 | $ 1,283 | $ 2,890 | $ 3,179 |
Interest on lease liabilities | 943 | 1,571 | 2,890 | 3,192 |
Total finance lease cost | 1,863 | 2,854 | 5,780 | 6,371 |
Operating lease cost | 5,313 | 6,024 | 19,272 | 19,278 |
Short-term lease cost | 542 | 522 | 1,551 | 1,451 |
Variable lease cost | 41 | 47 | 124 | 304 |
Less sublease income | (2,733) | (2,479) | (9,503) | (7,857) |
Total lease cost | $ 5,026 | $ 6,968 | $ 17,224 | $ 19,547 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating leases | ||
ROU assets, net | $ 82,985 | $ 127,490 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Lease liabilities | $ 73,049 | $ 127,879 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilities | us-gaap:AccountsPayableAndOtherAccruedLiabilities |
Finance leases | ||
ROU asset, gross | $ 128,259 | $ 129,900 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Lease liabilities | $ 49,412 | $ 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 6 months | 13 years 10 months 24 days |
Weighted-average discount rate | ||
Operating leases | 10.00% | 9.70% |
Finance leases | 8.00% | 8.00% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 2,890 | $ 3,192 |
Operating cash flows from operating leases | 22,573 | 20,519 |
Financing cash flows from finance leases | 2,890 | 3,179 |
Non-cash items: | ||
New operating leases and remeasurements, net | 426 | 23,706 |
New finance leases | $ 31 | $ 3,240 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 | $ 5,525 | |
2021 | 19,841 | |
2022 | 17,172 | |
2023 | 14,515 | |
2024 | 10,359 | |
Thereafter | 40,596 | |
Total undiscounted lease payments | 108,009 | |
Less: imputed interest | (34,960) | |
Total lease liabilities | 73,049 | $ 127,879 |
Finance Leases | ||
2020 | 1,758 | |
2021 | 6,810 | |
2022 | 6,680 | |
2023 | 6,658 | |
2024 | 6,294 | |
Thereafter | 50,824 | |
Total undiscounted lease payments | 79,024 | |
Less: imputed interest | (29,612) | |
Total lease liabilities | $ 49,412 | $ 52,994 |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 2,619 |
2021 | 8,187 |
2022 | 8,220 |
2023 | 8,255 |
2024 | 8,289 |
Thereafter | 122,169 |
Total | $ 157,739 |
Asset Acquisitions and Dispos_3
Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, FiberStrandMile in Millions | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Jul. 01, 2020USD ($) | Jun. 01, 2020USD ($) | Aug. 30, 2019USD ($)mi | May 23, 2019USD ($) | Apr. 02, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Sale of portfolio, cash consideration | $ 30,700 | |||||
Sale of portfolio, pre-tax gain | $ 5,000 | |||||
Bluebird Fiber Network | ||||||
Business Acquisition [Line Items] | ||||||
Number of fiber stand miles | mi | 178,000 | |||||
Purchase consideration | $ 320,800 | |||||
Transaction costs | 1,800 | |||||
Cash paid for business acquisition | 175,000 | |||||
Prepaid rent to be transferred for consideration | 144,000 | |||||
Melody Investment Advisors | United States | Tower | ||||||
Business Acquisition [Line Items] | ||||||
Net assets value | $ 190,000 | |||||
Sale of portfolio, cash consideration | $ 225,800 | |||||
Investment interest retained, percentage | 10.00% | |||||
Fair value of retained investment interest | $ 26,000 | |||||
Sale of portfolio, pre-tax gain | 63,700 | |||||
Incremental earn-out payments, estimated to be received | $ 1,900 | |||||
Propco | MIP | ||||||
Business Acquisition [Line Items] | ||||||
Net assets value | $ 186,500 | |||||
Sale of portfolio, cash consideration | $ 167,600 | |||||
Investment interest retained, percentage | 20.00% | |||||
Fair value of retained investment interest | $ 41,900 | |||||
Sale of portfolio, pre-tax gain | $ 23,000 | |||||
Uniti Fibers Midwest | MIP | ||||||
Business Acquisition [Line Items] | ||||||
Sale of operation for cash consideration and prepaid rent received | $ 37,000 | |||||
Uniti Towers Business | Latin American | ||||||
Business Acquisition [Line Items] | ||||||
Sale of portfolio, cash consideration | $ 101,600 | |||||
Sale of portfolio, pre-tax gain | $ 23,800 | |||||
Windstream | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire assets | $ 284,550 | |||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | |||||
Fiber strand miles of fiber assets conveyed | FiberStrandMile | 0.4 | |||||
Fiber route miles of fiber assets conveyed | FiberRoute | 4,000 | |||||
IRU annual EBITDA from fiber strand miles granted under CLEC MLA | $ 22,000 | |||||
IRU annual EBITDA from fiber strand miles conveyed | 7,000 | |||||
Intangible asset acquired | $ 66,290 | |||||
Lessor, initial lease term | 20 years | |||||
Acquired right of use assets | $ 11,300 | |||||
Prepaid assets acquired | 800 | |||||
Purchase consideration | 723,127 | |||||
Windstream | Contracts | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset acquired | $ 55,800 | |||||
Acquired finite-lived intangible assets, weighted average useful life | 6 years | |||||
Windstream | Underlying Rights | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset acquired | $ 10,500 | |||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years |
Asset Acquisitions and Dispos_4
Asset Acquisitions and Dispositions - Total Consideration Provided to Windstream Under the Settlement - Additional Information (Details) - Windstream $ in Thousands | Sep. 18, 2020USD ($) |
Consideration: | |
Asset Purchase Agreement | $ 284,550 |
Fair value of settlement obligation | 438,577 |
Total consideration | 723,127 |
Fair values of the assets acquired and liabilities assumed as of the acquisition date: | |
Property, plant and equipment | 170,754 |
Intangible assets, net | 66,290 |
Other assets | 12,083 |
Intangible liabilities, net | (176,000) |
Total assets acquired, net | 73,127 |
Settlement expense | 650,000 |
Total consideration | $ 723,127 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Aggregate investment in equity method | $ 66.6 | $ 66.6 |
BB Fiber Holdings LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Percentage of ownership interest in Propco under long-term, triple net lease | 47.50% | |
Percentage of economic interest in Propco | 20.00% | |
Current investment and maximum exposure to loss result of involvement | 41.4 | $ 41.4 |
BB Fiber Holdings LLC | Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Percentage of ownership interest | 42.00% | |
HarmoniHarmoni | Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Percentage of ownership interest | 10.00% | |
Current investment and maximum exposure to loss | 25.2 | $ 25.2 |
Transition service fees earned | $ 0.2 | $ 0.5 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities | ||
Derivative liability, net | $ 25,829 | $ 23,679 |
Settlement payable | 438,577 | |
Contingent consideration | 3,880 | 11,507 |
Total | 5,576,589 | 4,929,256 |
Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Derivative liability, net | 25,829 | 23,679 |
Settlement payable | 438,577 | |
Total | 5,572,709 | 4,917,749 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 3,880 | 11,507 |
Total | 3,880 | 11,507 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 548,625 | 528,000 |
6.00% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 548,625 | 528,000 |
7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,373,750 | |
7.875% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 2,373,750 | |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,090,575 | 971,250 |
8.25% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 1,090,575 | 971,250 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 577,500 | 511,500 |
7.125% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 577,500 | 511,500 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 129,987 | 574,961 |
Senior Secured Revolving Credit Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | 129,987 | 574,961 |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 387,866 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | $ 387,866 | |
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 | Sep. 30, 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) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Installment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Principal amount of outstanding notes and other debt | $ 4,985,000 | $ 4,985,000 | $ 5,224,747 | |||
Estimated fair value of future contingent consideration | 3,880 | 3,880 | $ 11,507 | |||
Payments of contingent consideration | 15,713 | $ 32,253 | ||||
Increase (decrease) in fair value of contingent consideration liability | 1,900 | $ (3,000) | 8,086 | (28,530) | ||
Fair value of settlement payable | 438,577 | 438,577 | ||||
Windstream | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Cash payment in equal installments emergence from bankruptcy | $ 490,100 | |||||
Number of installments | Installment | 20 | |||||
Tower Cloud, Inc. | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of future contingent consideration | 3,900 | $ 3,900 | ||||
Payments of contingent consideration | 15,700 | $ 32,200 | ||||
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 | 5,110,000 | 5,110,000 | ||||
Fair value of settlement payable | $ 438,577 | $ 438,577 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 11,507 |
(Gain)/Loss included in earnings | 8,086 |
Settlements | (15,713) |
Contingent consideration, ending balance | $ 3,880 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,767,160 | $ 8,683,479 |
Less accumulated depreciation | (5,479,860) | (5,273,534) |
Net property, plant and equipment | 3,287,300 | 3,409,945 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,936 | 28,337 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 349,900 | 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 | 3,308 | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 263,574 | 258,535 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,666,336 | 3,456,398 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 327,448 | 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 | $ 3,830,129 | 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 | $ 8,571 | 170,063 |
Finance Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 128,259 | 129,900 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,370 | 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 | $ 13,323 | 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 | $ 51,543 | $ 89,007 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 73.3 | $ 94.9 | $ 228.3 | $ 288.9 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Jun. 27, 2019 | Jun. 25, 2019 | Apr. 27, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Unrealized gain (loss) on derivative instruments | $ (7,900,000) | $ (7,700,000) | $ (54,000,000) | ||||
Estimated amount to be reclassified as an increase to interest expense | $ 11,300,000 | $ 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 | 50,819,000 | |||||
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 | $ (2,800,000) | $ 700,000 | $ (8,000,000) | $ 4,700,000 | |||
Maximum | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Maximum number of shares issued pursuant to warrants | 55,500,000 | ||||||
Maximum | Warrants | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Anti-dilution adjustments | 27,800,000 | ||||||
Interest Rate Swap | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Derivative, notional value | $ 2,030,000,000 | ||||||
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | $ 31,871 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (31,871) | |
Gross Amounts of Recognized Liabilities | 57,700 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (31,871) | |
Net Amounts of Liabilities presented in the Condensed Consolidated Balance Sheets | 25,829 | $ 23,679 |
Interest Rate Swap | ||
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | 31,871 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (31,871) | |
Gross Amounts of Recognized Liabilities | 57,700 | |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (31,871) | |
Net Amounts of Liabilities presented in the Condensed Consolidated Balance Sheets | $ 25,829 | $ 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 25,829 | $ 23,679 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 25,829 | $ 23,679 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets and Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||||
Remaining weighted average amortization period of intangible assets | 15 years 7 months 6 days | |||
Remaining weighted average amortization period of intangible liabilities | 20 years | |||
Amortization | $ 6.5 | $ 6.3 | $ 22.6 | $ 18.6 |
Estimated amortization expense for 2020 | 29.3 | 29.3 | ||
Estimated amortization expense for 2021 | 24.7 | 24.7 | ||
Estimated amortization expense for 2022 | 23.7 | 23.7 | ||
Estimated amortization expense for 2023 | 23.7 | 23.7 | ||
Estimated amortization expense for 2024 | $ 23.6 | 23.6 | ||
Fiber Infrastructure | ||||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||||
Change in goodwill amount | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Goodwill [Line Items] | |
Goodwill at December 31, 2019 | $ 690,672 |
Goodwill at September 30, 2020 | 690,672 |
Fiber Infrastructure | |
Goodwill [Line Items] | |
Goodwill at December 31, 2019 | 690,672 |
Goodwill at September 30, 2020 | $ 690,672 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Original Cost | $ 484,394 | $ 628,004 | |
Less: accumulated amortization | (78,561) | (96,025) | |
Total intangible assets, net | 405,833 | 531,979 | |
Total intangible liabilities, net | 176,000 | ||
Trade Names | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Original Cost | 2,000 | ||
Customer Lists | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 416,104 | 450,603 | |
Less: accumulated amortization | (77,269) | (93,794) | |
Contracts | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 55,793 | ||
In-place Lease | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 50,705 | |
Less: accumulated amortization | [1] | (845) | |
Underlying Rights | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 10,497 | 124,696 |
Less: accumulated amortization | [1] | $ (1,386) | |
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 | (1,292) | ||
Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible liabilities | $ 176,000 | ||
[1] | The Propco's intangible assets were sold on July 1, 2020. See Note 5. |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Jun. 24, 2019 |
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | $ 4,985,000 | $ 5,224,747 | |
Less unamortized discount, premium and debt issuance costs | (154,629) | (207,068) | |
Notes and other debt less unamortized discount, premium and debt issuance costs | 4,830,371 | 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 | (41,853) | ||
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 | (4,458) | (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 | (23,864) | (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 | (5,570) | (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 | (73,692) | (85,272) | |
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal amount of notes and other debt | 130,000 | 575,019 | $ 575,900 |
Less unamortized discount, premium and debt issuance costs | $ (5,192) | $ (6,528) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Jun. 24, 2019 | Sep. 30, 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 | 5.66% | 5.66% | |
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 | 8.38% | 8.38% | |
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 | 6.49% | 6.49% | |
Issuance senior notes, stated percentage | 6.00% | 6.00% | |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | |
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 | |
Debt instrument, imputed interest rate | 7.38% | 7.38% | |
Issuance senior notes, stated percentage | 7.125% | 7.125% | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |
Debt instrument, imputed interest rate | 11.10% | 11.10% | |
Issuance senior notes, stated percentage | 4.00% | 4.00% | |
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 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 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 4,985,000,000 | $ 4,985,000,000 | $ 5,224,747,000 | |||||||||||
Repayments of debt | $ 15,810,000 | |||||||||||||
Repayments of lines of credit | 585,019,000 | 203,981,000 | ||||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||||||||
Amortization of deferred financing costs | $ 3,900,000 | $ 4,300,000 | $ 11,400,000 | $ 11,800,000 | ||||||||||
Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 500.00% | 500.00% | ||||||||||||
Total leverage ratio | 650.00% | 650.00% | ||||||||||||
Maximum | Pro Forma | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 400.00% | 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 | $ 75,000,000 | ||||||||||||
7.875% Senior Secured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 2,250,000,000 | $ 2,250,000,000 | ||||||||||||
Issuance senior notes, stated percentage | 7.875% | 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 | 8.38% | 8.38% | 8.38% | |||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 550,000,000 | $ 550,000,000 | $ 550,000,000 | |||||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | 6.00% | |||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 6.49% | 6.49% | 6.49% | |||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | $ 150,000,000 | $ 550,000,000 | $ 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 | $ 1,110,000,000 | |||||||||||
Issuance senior notes, stated percentage | 8.25% | 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% | 9.06% | |||||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | $ 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 | $ 600,000,000 | |||||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | 7.125% | |||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 7.38% | 7.38% | 7.38% | |||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 600,000,000 | $ 600,000,000 | ||||||||||||
Issuance senior notes, stated percentage | $ 200,000,000 | $ 400,000,000 | ||||||||||||
Notes issued price percentage at par | 100.50% | 100.00% | ||||||||||||
Exchangeable Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 345,000,000 | $ 345,000,000 | ||||||||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | 4.00% | |||||||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||||||||
Debt issuance cost | $ 2,900,000 | |||||||||||||
Issuance senior notes, stated percentage | $ 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 | $ 130,000,000 | $ 130,000,000 | $ 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% | |||||||||||||
Net leverage ratio | 5.75% | |||||||||||||
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 | |||||||||||||
Repayments of debt commitments amount | $ 418,300,000 | |||||||||||||
Debt instrument, available borrowing | 288,300,000 | 288,300,000 | ||||||||||||
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 senior notes, stated percentage | 750,000,000 | 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 | 72,500,000 | ||||||||||||
Debt issuance cost | $ 1,400,000 | $ 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 | 5.66% | 5.66% | 5.66% | |||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | $ 2,050,000,000 | |||||||||||||
Issuance senior notes, stated percentage | $ 2,140,000,000 | $ 2,140,000,000 | ||||||||||||
Senior Secured Notes - 7.875% Due 2025 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||||||||
Net leverage ratio | 5.75% | |||||||||||||
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 senior notes, stated percentage | $ 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 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Exchangeable Notes | Common Stock | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 29,504,780 | 27,758,769 | 29,504,780 | 27,758,769 | ||
Non-Participating Securities | Common Stock | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 517,060 | 730,863 | 517,060 | |||
PEG Bandwidth, LLC | Series A Convertible Preferred Stock | ||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||
Percentage of dividend rate on convertible preferred stock | 3.00% | |||||
Preferred stock, par value | $ 0.0001 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net income (loss) attributable to shareholders | $ 7,265 | $ (19,420) | $ (659,332) | $ 21,739 |
Less: Income allocated to participating securities | (229) | (50) | (853) | (301) |
Dividends declared on convertible preferred stock | (2) | (6) | (656) | |
Amortization of discount on convertible preferred stock | (993) | |||
Net income (loss) attributable to common shareholders | $ 7,034 | $ (19,470) | $ (660,191) | $ 19,789 |
Denominator: | ||||
Basic weighted-average common shares outstanding | 198,054 | 191,940 | 194,278 | 185,746 |
Basic earnings (loss) per common share | $ 0.04 | $ (0.10) | $ (3.40) | $ 0.11 |
Numerator: | ||||
Net income (loss) attributable to shareholders | $ 7,265 | $ (19,420) | $ (659,332) | $ 21,739 |
Less: Income allocated to participating securities | (229) | (50) | (853) | (301) |
Dividends declared on convertible preferred stock | (2) | (6) | (656) | |
Amortization of discount on convertible preferred stock | (993) | |||
Net income (loss) attributable to common shares | $ 7,034 | $ (19,470) | $ (660,191) | $ 19,789 |
Denominator: | ||||
Basic weighted-average common shares outstanding | 198,054 | 191,940 | 194,278 | 185,746 |
Effect of dilutive non-participating securities | 319 | |||
Weighted-average shares for dilutive earnings per common share | 198,373 | 191,940 | 194,278 | 185,746 |
Dilutive earnings (loss) per common share | $ 0.04 | $ (0.10) | $ (3.40) | $ 0.11 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | Jun. 01, 2020USD ($) | Sep. 30, 2020Segment | May 23, 2019USD ($) |
Segment Reporting Information [Line Items] | |||
Number of reportable business segments | Segment | 4 | ||
Sale of portfolio, cash consideration | $ 30.7 | ||
United States | Tower | Melody Investment Advisors | |||
Segment Reporting Information [Line Items] | |||
Sale of portfolio, cash consideration | $ 225.8 | ||
Investment interest retained, percentage | 10.00% |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 258,765 | $ 263,629 | $ 791,747 | $ 789,074 | |
Adjusted EBITDA | 198,561 | 202,658 | 603,144 | 609,797 | |
Interest expense | 102,791 | 104,655 | 388,427 | 286,842 | |
Depreciation and amortization | 79,880 | 101,166 | 250,970 | 307,571 | |
Other (income) expense, net | 3,098 | 540 | 12,186 | (24,848) | |
Settlement expense | $ 650,000 | 650,000 | |||
Transaction related and other costs | 20,816 | 15,179 | 55,344 | 28,883 | |
Gain on sale of real estate | (22,908) | (205) | (86,726) | (28,995) | |
Stock-based compensation | 3,341 | 2,845 | 10,446 | 7,930 | |
Income tax expense (benefit) | 2,801 | (1,745) | (7,650) | 10,152 | |
Adjustments for equity in earnings from unconsolidated entities | 1,287 | 1,287 | |||
Net income (loss) | 7,455 | (19,777) | (671,140) | 22,262 | |
Leasing | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 182,370 | 179,648 | 552,042 | 532,773 | |
Adjusted EBITDA | 181,103 | 178,095 | 545,792 | 528,727 | |
Depreciation and amortization | 48,189 | 70,227 | 155,216 | 216,254 | |
Adjustments for equity in earnings from unconsolidated entities | 1,287 | 1,287 | |||
Fiber Infrastructure | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 76,395 | 77,979 | 232,942 | 236,139 | |
Adjusted EBITDA | 25,419 | 30,536 | 81,453 | 97,572 | |
Depreciation and amortization | 31,617 | 28,652 | 93,957 | 85,405 | |
Towers | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3,273 | 6,112 | 11,499 | ||
Adjusted EBITDA | (417) | 77 | (134) | ||
Depreciation and amortization | 1,643 | 783 | 4,470 | ||
Consumer CLEC | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 2,729 | 651 | 8,663 | ||
Adjusted EBITDA | (186) | 465 | (461) | 1,676 | |
Depreciation and amortization | 594 | 791 | 1,286 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | (7,775) | (6,021) | (23,717) | (18,044) | |
Depreciation and amortization | $ 74 | $ 50 | $ 223 | $ 156 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Thousands, FiberStrandMile in Millions | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Sep. 09, 2020$ / sharesshares | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)Installment$ / shares | Dec. 31, 2019USD ($)$ / shares |
Commitments And Contingencies [Line Items] | |||||
Settlement expense (Note 14) | $ 650,000 | $ 650,000 | |||
Initial fair value | $ 5,576,589 | $ 4,929,256 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Obligations under tax matters agreement | $ 0 | ||||
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 | ||||
Windstream | |||||
Commitments And Contingencies [Line Items] | |||||
Quarterly cash payments to be made after emergence | 24,500 | ||||
Cash payment in equal installments emergence from bankruptcy | $ 490,100 | ||||
Number of installments | Installment | 20 | ||||
Percentage of committed purchase of assets | 9.00% | ||||
Initial fair value | $ 438,600 | ||||
Effective rate of payments recognized as interest expense | 4.70% | ||||
Payments to acquire assets | $ 284,550 | ||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | ||||
Fiber strand miles of fiber assets conveyed | FiberStrandMile | 0.4 | ||||
Fiber route miles of fiber assets conveyed | FiberRoute | 4,000 | ||||
IRU annual EBITDA from fiber strand miles granted under CLEC MLA | $ 22,000 | ||||
Right of use asset and underlying rights of fiber strand miles | FiberStrandMile | 0.4 | ||||
IRU annual EBITDA from fiber strand miles conveyed | $ 7,000 |
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 | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 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 | $ (63) | ||||
Balance at end of period attributable to common shareholders | $ (2,065,590) | (2,065,590) | |||
Accumulated other comprehensive loss at end of period | (23,155) | $ (27,452) | (23,155) | (27,452) | $ (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 | (30,353) | (18,960) | (23,442) | 30,042 | |
Other comprehensive loss before reclassifications | (7,906) | (7,713) | (53,989) | ||
Amounts reclassified from accumulated other comprehensive income | (739) | 677 | (4,705) | ||
Balance at end of period | (30,353) | (27,605) | (30,478) | (28,652) | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | (153) | (125) | (1,200) | ||
Balance at end of period attributable to common shareholders | (30,353) | $ (27,452) | (30,353) | (27,452) | |
Interest Rate Swap Termination | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | 4,416 | ||||
Amounts reclassified from accumulated other comprehensive income | 2,829 | 7,325 | |||
Balance at end of period | 7,245 | 7,325 | |||
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 47 | 127 | |||
Balance at end of period attributable to common shareholders | $ 7,198 | $ 7,198 | |||
Foreign Currency Translation Gain (Loss) | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | 63 | ||||
Amounts reclassified from accumulated other comprehensive income | $ (63) |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - $ / shares | Sep. 18, 2020 | Sep. 30, 2020 | Sep. 09, 2020 | Dec. 31, 2019 |
Schedule Of Capitalization Equity [Line Items] | ||||
Common stock, shares issued | 231,244,000 | 192,142,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Windstream Creditors | ||||
Schedule Of Capitalization Equity [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Closing price of common stock | $ 6.33 | |||
Windstream Creditors | Stock Purchase Agreements | ||||
Schedule Of Capitalization Equity [Line Items] | ||||
Common stock, shares issued | 38,633,470 | |||
Common stock, par value | $ 0.0001 | |||
Closing price of common stock | $ 6.33 | |||
Common stock lock up period | 1 year |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Nov. 09, 2020 | May 23, 2019 |
Subsequent Event [Line Items] | ||
Total cash consideration, including upfront IRU payments | $ 30.7 | |
Subsequent Event | Everstream Solutions LLC | Uniti Fiber Northeast Operations And Certain Dark Fiber Indefeasible Rights Of Use Contracts | ||
Subsequent Event [Line Items] | ||
Total cash consideration, including upfront IRU payments | $ 135 | |
Subsequent Event | Everstream Solutions LLC | IRU Lease Agreements | ||
Subsequent Event [Line Items] | ||
Lease agreements, term | 20 years | |
Management fee receivable | $ 3 | |
Annual escalator | 2.00% |