Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
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 | 236,070,969 | |
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, 2021 | Dec. 31, 2020 |
Assets: | ||
Property, plant and equipment, net | $ 3,472,642 | $ 3,273,353 |
Cash and cash equivalents | 69,751 | 77,534 |
Accounts receivable, net | 39,014 | 62,952 |
Goodwill | 601,878 | 601,878 |
Intangible assets, net | 372,076 | 390,725 |
Straight-line revenue receivable | 33,839 | 13,107 |
Other assets, net | 122,901 | 152,883 |
Investment in unconsolidated entities | 64,659 | 66,043 |
Deferred income tax assets, net | 7,524 | |
Assets held for sale | 93,343 | |
Total Assets | 4,784,284 | 4,731,818 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 156,428 | 146,144 |
Settlement payable (Note 14) | 358,329 | 418,840 |
Intangible liabilities, net | 180,459 | 187,886 |
Accrued interest payable | 60,726 | 95,338 |
Deferred revenue | 1,143,301 | 995,123 |
Derivative liability, net | 13,606 | 22,897 |
Dividends payable | 964 | 36,725 |
Deferred income tax liabilities, net | 10,540 | |
Finance lease obligations | 15,538 | 15,468 |
Contingent consideration | 2,957 | |
Notes and other debt, net | 4,973,174 | 4,816,524 |
Liabilities held for sale | 55,752 | |
Total liabilities | 6,902,525 | 6,804,194 |
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: 234,495 shares at September 30, 2021 and 231,262 at December 31, 2020 | 23 | 23 |
Additional paid-in capital | 1,208,611 | 1,209,141 |
Accumulated other comprehensive loss | (11,984) | (20,367) |
Distributions in excess of accumulated earnings | (3,333,686) | (3,330,455) |
Total Uniti shareholders' deficit | (2,137,036) | (2,141,658) |
Noncontrolling interests: | ||
Operating partnership units | 18,670 | 69,157 |
Cumulative non-voting convertible preferred stock, $0.01 par value, 3 shares authorized, 1 issued and outstanding | 125 | 125 |
Total shareholders' deficit | (2,118,241) | (2,072,376) |
Total Liabilities and Shareholders' Deficit | $ 4,784,284 | $ 4,731,818 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 234,495,000 | 231,262,000 |
Common stock, shares outstanding | 234,495,000 | 231,262,000 |
Cumulative non-voting convertible preferred stock par value | $ 0.01 | $ 0.01 |
Cumulative non-voting convertible preferred shares authorized | 3,000 | 3,000 |
Cumulative non-voting convertible preferred shares issued | 1,000 | 1,000 |
Cumulative non-voting convertible preferred shares outstanding | 1,000 | 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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 266,747 | $ 258,765 | $ 807,513 | $ 791,747 |
Costs and Expenses: | ||||
Interest expense | 94,793 | 102,791 | 341,762 | 388,427 |
Depreciation and amortization | 70,530 | 79,880 | 211,165 | 250,970 |
General and administrative expense | 25,077 | 26,659 | 75,800 | 81,686 |
Operating expense (exclusive of depreciation and amortization) | 34,167 | 37,831 | 105,436 | 118,308 |
Settlement expense | 650,000 | |||
Transaction related and other costs | 1,063 | 20,816 | 5,624 | 55,344 |
Gain on sale of real estate | (22,908) | (442) | (86,726) | |
Gain on sale of operations (Note 5) | (28,143) | |||
Other expense, net | 283 | 3,098 | 8,758 | 12,186 |
Total costs and expenses | 225,913 | 248,167 | 719,960 | 1,470,195 |
Income (loss) before income taxes and equity in earnings from unconsolidated entities | 40,834 | 10,598 | 87,553 | (678,448) |
Income tax (benefit) expense | (2,244) | 2,801 | 283 | (7,650) |
Equity in (earnings) from unconsolidated entities | (604) | 342 | (1,549) | 342 |
Net income (loss) | 43,682 | 7,455 | 88,819 | (671,140) |
Net income (loss) attributable to noncontrolling interests | 316 | 190 | 984 | (11,808) |
Net income (loss) attributable to shareholders | 43,366 | 7,265 | 87,835 | (659,332) |
Participating securities' share in earnings | (283) | (229) | (864) | (853) |
Dividends declared on convertible preferred stock | (3) | (2) | (8) | (6) |
Net income (loss) attributable to common shareholders | $ 43,080 | $ 7,034 | $ 86,963 | $ (660,191) |
Income (loss) per common share: | ||||
Basic | $ 0.18 | $ 0.04 | $ 0.37 | $ (3.40) |
Diluted | $ 0.17 | $ 0.04 | $ 0.37 | $ (3.40) |
Weighted-average number of common shares outstanding: | ||||
Basic | 233,513 | 198,054 | 232,269 | 194,278 |
Diluted | 264,421 | 198,373 | 232,540 | 194,278 |
Leasing | ||||
Revenues: | ||||
Total revenues | $ 199,485 | $ 182,370 | $ 590,478 | $ 552,042 |
Costs and Expenses: | ||||
Depreciation and amortization | 41,432 | 48,189 | 124,132 | 155,216 |
Fiber Infrastructure | ||||
Revenues: | ||||
Total revenues | 67,262 | 76,395 | 217,035 | 232,942 |
Costs and Expenses: | ||||
Depreciation and amortization | $ 29,036 | $ 31,617 | $ 86,838 | 93,957 |
Tower | ||||
Revenues: | ||||
Total revenues | 6,112 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 783 | |||
Consumer CLEC | ||||
Revenues: | ||||
Total revenues | 651 | |||
Costs and Expenses: | ||||
Depreciation and amortization | $ 791 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 43,682 | $ 7,455 | $ 88,819 | $ (671,140) |
Other comprehensive income (loss): | ||||
Unrealized loss on derivative contracts | (7,036) | |||
Interest rate swap termination | 2,830 | 2,829 | 8,488 | 7,325 |
Other comprehensive income: | 2,830 | 2,829 | 8,488 | 289 |
Comprehensive income (loss) | 46,512 | 10,284 | 97,307 | (670,851) |
Comprehensive income (loss) attributable to noncontrolling interest | 338 | 237 | 1,089 | (11,806) |
Comprehensive income (loss) attributable to common shareholders | $ 46,174 | $ 10,047 | $ 96,218 | $ (659,045) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment for Adoption of New Accounting Standard | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect Adjustment for Adoption of New Accounting Standard | Accumulated Other Comprehensive (Loss) Income | Distributions in Excess of Accumulated Earnings | Distributions in Excess of Accumulated EarningsCumulative Effect Adjustment for Adoption of New Accounting Standard | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non-voting Preferred Shares |
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 | 289 | 287 | 2 | |||||||
Common stock dividends declared | (94,017) | (94,017) | ||||||||
Distributions to noncontrolling interest declared | (1,560) | (1,560) | ||||||||
Cumulative non-voting convertible preferred stock | 125 | $ 125 | ||||||||
Payments related to tax withholding for stock-based compensation | (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 | 2,829 | 2,782 | 47 | |||||||
Common stock dividends declared | (35,731) | (35,731) | ||||||||
Distributions to noncontrolling interest declared | (521) | (521) | ||||||||
Payments related to tax withholding for stock-based compensation | 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 | |||||||||
Beginning balance, value at Dec. 31, 2020 | (2,072,376) | $ 23 | 1,209,141 | (20,367) | (3,330,455) | 69,157 | 125 | |||
Beginning balance, value (ASU 2020-06) at Dec. 31, 2020 | $ (45,310) | $ (59,908) | $ 14,598 | |||||||
Beginning balance, shares at Dec. 31, 2020 | 231,261,958 | |||||||||
Net income (loss) | 88,819 | 87,835 | 984 | |||||||
Other comprehensive income | 8,488 | 8,383 | 105 | |||||||
Common stock dividends declared | (105,664) | (105,664) | ||||||||
Distributions to noncontrolling interest declared | (1,181) | (1,181) | ||||||||
Exchange of noncontrolling interest | 50,395 | (50,395) | ||||||||
Exchange of noncontrolling interest, shares | 2,528,199 | |||||||||
Payments related to tax withholding for stock-based compensation | (2,652) | (2,652) | ||||||||
Stock-based compensation | 10,963 | 10,963 | ||||||||
Stock-based compensation, shares | 630,249 | |||||||||
Issuance of common stock - employee stock purchase plan | 672 | 672 | ||||||||
Issuance of common stock - employee stock purchase plan, in shares | 74,950 | |||||||||
Ending balance, value at Sep. 30, 2021 | (2,118,241) | $ 23 | 1,208,611 | (11,984) | (3,333,686) | 18,670 | 125 | |||
Ending balance, shares at Sep. 30, 2021 | 234,495,356 | |||||||||
Beginning balance, value at Jun. 30, 2021 | (2,133,440) | $ 23 | 1,153,707 | (14,792) | (3,341,371) | 68,868 | 125 | |||
Beginning balance, shares at Jun. 30, 2021 | 231,804,921 | |||||||||
Net income (loss) | 43,682 | 43,366 | 316 | |||||||
Other comprehensive income | 2,830 | 2,808 | 22 | |||||||
Common stock dividends declared | (35,681) | (35,681) | ||||||||
Distributions to noncontrolling interest declared | (141) | (141) | ||||||||
Exchange of noncontrolling interest | 50,395 | (50,395) | ||||||||
Exchange of noncontrolling interest, shares | 2,528,199 | |||||||||
Payments related to tax withholding for stock-based compensation | (10) | (10) | ||||||||
Stock-based compensation | 4,166 | 4,166 | ||||||||
Stock-based compensation, shares | 123,050 | |||||||||
Issuance of common stock - employee stock purchase plan | 353 | 353 | ||||||||
Issuance of common stock - employee stock purchase plan, in shares | 39,186 | |||||||||
Ending balance, value at Sep. 30, 2021 | $ (2,118,241) | $ 23 | $ 1,208,611 | $ (11,984) | $ (3,333,686) | $ 18,670 | $ 125 | |||
Ending balance, shares at Sep. 30, 2021 | 234,495,356 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common stock dividends declared per share | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flow from operating activities | ||
Net income (loss) | $ 88,819 | $ (671,140) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 211,165 | 250,970 |
Amortization of deferred financing costs and debt discount | 13,723 | 27,703 |
Loss on debt extinguishment | 43,369 | 73,952 |
Interest rate swap termination | 8,488 | 7,325 |
Deferred income taxes | (2,270) | (8,506) |
Equity in (earnings) from unconsolidated entities | (1,549) | 342 |
Distributions of cumulative earnings from unconsolidated entities | 2,933 | 960 |
Cash paid for interest rate swap settlement | (9,291) | (4,886) |
Straight-line revenues | (22,455) | (1,036) |
Stock-based compensation | 10,963 | 10,446 |
Change in fair value of contingent consideration | 21 | 8,086 |
Gain on sale of real estate | (442) | (86,726) |
Gain on sale of operations | (28,143) | |
(Gain) loss on asset disposals | (232) | 1,483 |
Accretion of settlement obligation | 13,006 | |
Other | 97 | (300) |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 23,938 | 17,699 |
Other assets | (150) | 4,331 |
Accounts payable, accrued expenses and other liabilities | 1,363 | 43,535 |
Settlement payable (Note 15) | 438,577 | |
Net cash provided by operating activities | 353,353 | 112,815 |
Cash flow from investing activities | ||
Other capital expenditures | (276,010) | (214,150) |
Proceeds from sale of real estate, net of cash | 1,034 | 392,011 |
Proceeds from sale of operations (Note 5) | 62,113 | |
Proceeds from sale of other equipment | 1,143 | |
Windstream asset acquisition | (73,127) | |
Net cash (used in) provided by investing activities | (211,720) | 104,734 |
Cash flow from financing activities | ||
Repayment of debt | (1,660,000) | (2,044,728) |
Proceeds from issuance of notes | 1,680,000 | 2,250,000 |
Dividends paid | (105,941) | (100,759) |
Payment of settlement obligation | (73,516) | |
Payments of contingent consideration | (2,979) | (15,713) |
Distributions paid to noncontrolling interest | (1,700) | (1,802) |
Borrowings under revolving credit facility | 290,000 | 140,000 |
Payments under revolving credit facility | (220,000) | (585,019) |
Finance lease payments | (1,745) | (2,890) |
Payments for financing costs | (25,755) | (47,775) |
Settlement Common Stock issuance | 244,550 | |
Costs related to the early repayment of debt | (25,800) | |
Employee stock purchase program | 672 | 306 |
Payments related to tax withholding for stock-based compensation | (2,652) | (962) |
Net cash used in financing activities | (149,416) | (164,792) |
Net (decrease) increase in cash and cash equivalents | (7,783) | 52,757 |
Cash and cash equivalents at beginning of period | 77,534 | 142,813 |
Cash and cash equivalents at end of period | 69,751 | 195,570 |
Non-cash investing and financing activities: | ||
Property and equipment acquired but not yet paid | 22,586 | 15,242 |
Tenant capital improvements | $ 140,996 | $ 101,877 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
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, construction and leasing of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic, copper and coaxial broadband networks and data centers. We have historically managed our operations in four As a result, effective January 1, 2021, we manage our operations focused on our two primary lines of business: Uniti Fiber and Uniti Leasing. 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 (“Talk America”), which we substantially completed the wind down of the business as of the end of the second quarter of 2020. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 filed with the SEC on March 5, 2021, as amended by Amendment No. 1 thereto filed on Form 10-K/A with the SEC on March 30, 2021 (the “Annual Report”) Concentration of Credit Risks e were party to a long-term exclusive triple-net lease (the “Master Lease”) with Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”) pursuant to which a substantial portion of our real property was leased to Windstream and from which a substantial portion of our leasing revenues were derived. On September 18, 2020, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases (collectively, the “Windstream Leases”), which amended and restated the Master Lease in its entirety. Windstream Windstream Windstream 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’s historic filings through their quarter ended September 30, 2020 can be found at www.sec.gov. Additionally, the Windstream audited financial statements as of December 31, 2020 and for the period from September 22, 2020 to December 31, 2020 and as of December 31, 2019 and for the period from January 1, 2020 to September 21, 2020 and for each of the two years in the period ended December 31, 2019 are included as an exhibit to our Annual Report. 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 Windstream Leases, (iii) monitoring news 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 Windstream Leases and (vi) monitoring the timeliness of its payments under the Windstream 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. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt the guidance ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for the outstanding exchangeable senior unsecured notes. The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of these notes into a single liability instrument. The carrying value as of December 31, 2020, totaled approximately $275.4 million and as a result of the adoption increased by $61.1 million to $336.5 million as of January 1, 2021. Because of this adoption, the effective interest rate on the exchangeable senior unsecured notes went from 11.1% to 4.8%. Additional paid-in-capital was reduced by $59.9 million and deferred tax liabilities were reduced by $ million. Approximately $ 14.6 million of cumulative effect of adoption was recognized to the opening balance of retained earnings as of January 1, 2021. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
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 program, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis. 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 ASC 606, Revenue from Contracts with Customers (“ASC 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 ASC 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 ASC 606. Dark fiber and associated maintenance services constitute a lease, and as such, they are outside the scope of ASC 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, Leases (“ASC 842”) and are outside the scope of ASC 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 former towers business, Uniti Towers, through which we acquired and constructed tower and tower-related real estate, which we then leased to our customers in the United States and Latin America. Revenue from our towers business qualifies as a lease under ASC 842 and is outside the scope of ASC 606. Starting in 2019, the Company completed a series of transactions to largely divest of its towers business and on April 2, 2019, May 23, 2019 and June 1, 2020, the Company completed the sales of its Latin American business, substantially all of its U.S. ground lease business, and its U.S. tower business, respectively . Consumer CLEC The Consumer CLEC segment represents the operations of Talk America through which we operated the Consumer CLEC Business, which provided 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. As of the end of the second quarter of 2020, we substantially completed a wind down of our Consumer CLEC business. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Three Months Ended Nine Months Ended September 30, September 30, (Thousands) 2021 2020 2021 2020 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 19,381 $ 25,160 $ 67,404 $ 80,568 Enterprise and wholesale 20,863 19,875 63,190 58,761 E-Rate and government 13,505 17,375 48,795 60,133 Other 839 2,345 2,479 3,648 Fiber Infrastructure $ 54,588 $ 64,755 $ 181,868 $ 203,110 Consumer CLEC - - - 651 Leasing 1,070 177 3,237 177 Total revenue from contracts with customers 55,658 64,932 185,105 203,938 Revenue accounted for under other applicable guidance 211,089 193,833 622,408 587,809 Total revenue $ 266,747 $ 258,765 $ 807,513 $ 791,747 At September 30, 2021, and December 31, 2020, lease receivables were $15.1 million and $17.5 million, respectively, and receivables from contracts with customers were $16.9 million and $45.1 million, respectively. Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. Contract assets are reported within accounts receivable, net on our Condensed Consolidated Balance Sheet. 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, 2021, we recognized revenues of $1.3 The following table provides information about contract assets and contract liabilities accounted for under ASC 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2020 $ 3,462 $ 18,601 Balance at September 30, 2021 $ 614 $ 13,942 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, 2021, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under ASC 606 totaled $451.7 1.8 6.0 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, 2021 | |
Leases [Abstract] | |
Leases | Note 4. Leases Lessor Accounting We lease communications towers, ground, colocation, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from less than one year to 35 years, most of which include options to extend or renew the leases for less than one year 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 30, 2021 Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Lease income - operating leases $ 211,089 $ 193,833 $ 622,408 $ 587,809 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, 2021 are as follows: (Thousands) September 30, 2021 (1) 2021 $ 185,067 2022 753,180 2023 760,567 2024 762,163 2025 763,786 Thereafter 3,749,758 Total lease receivables $ 6,974,521 (1) The underlying assets under operating leases where we are the lessor are summarized as follows: (Thousands) September 30, 2021 December 31, 2020 Land $ 26,596 $ 26,596 Building and improvements 342,907 335,495 Poles 278,565 266,758 Fiber 3,224,832 2,994,465 Equipment 428 421 Copper 3,919,421 3,850,988 Conduit 89,831 89,773 Tower assets 1,397 1,397 Finance lease assets 28,126 32,660 Other assets 10,647 10,425 7,922,750 7,608,978 Less: accumulated depreciation (5,364,117 ) (5,222,731 ) Underlying assets under operating leases, net $ 2,558,633 $ 2,386,247 Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2021 and 2020, respectively, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Depreciation expense for underlying assets under operating leases $ 44,763 $ 50,841 $ 134,783 $ 160,278 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 include 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, 2021 million The components of lease cost for the three and nine months ended September 30, 2021 and 2020 Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Finance lease cost Amortization of ROU assets $ 1,024 $ 920 $ 3,721 $ 2,890 Interest on lease liabilities 392 943 2,019 2,890 Total finance lease cost 1,416 1,863 5,740 5,780 Operating lease cost 3,658 5,313 11,873 19,272 Short-term lease cost 907 542 2,347 1,551 Variable lease cost 95 41 391 124 Less sublease income (3,211 ) (2,733 ) (9,439 ) (9,503 ) Total lease cost $ 2,865 $ 5,026 $ 10,912 $ 17,224 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, 2021 December 31, 2020 Operating leases ROU assets, net Other assets, net $ 72,965 $ 97,850 Lease liabilities Accounts payable, accrued expenses and other liabilities, net 49,902 71,483 Finance leases ROU asset, gross Property, plant and equipment, net $ 72,254 $ 128,098 Lease liabilities Finance lease obligations 15,538 48,724 Weighted-average remaining lease term Operating leases 8.9 years 12.2 years Finance leases 13.0 years 13.3 years Weighted-average discount rate Operating leases 9.2 % 9.9 % Finance leases 9.8 % 8.0 % Other information related to leases as of September 30, 2021 and 2020 , respectively, (Thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2,019 $ 2,890 Operating cash flows from operating leases 14,197 22,573 Financing cash flows from finance leases 1,745 2,890 Non-cash items: New operating leases and remeasurements, net $ 4,649 $ 426 New finance leases - 31 Future lease payments under non-cancellable leases as of September 30, 2021 (Thousands) Operating Leases Finance Leases 2021 $ 3,807 $ 610 2022 13,149 2,334 2023 10,963 2,281 2024 8,558 2,082 2025 5,896 2,021 Thereafter 33,072 16,667 Total undiscounted lease payments $ 75,445 $ 25,995 Less: imputed interest (25,543 ) (10,457 ) Total lease liabilities $ 49,902 $ 15,538 Future sublease rentals as of September 30, 2021 are as follows: (Thousands) Sublease Rentals 2021 $ 2,896 2022 9,175 2023 9,252 2024 9,331 2025 9,411 Thereafter 136,554 Total $ 176,619 |
Asset Acquisitions and Disposit
Asset Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Asset Acquisitions and Dispositions | Note 5. Asset Acquisitions and Dispositions 2021 Transaction Everstream OpCo-PropCo Transaction On May 28, 2021, the Company completed its previously announced strategic transaction with Everstream Solutions LLC (“Everstream”). As part of the transaction, Uniti entered into two 20-year dark fiber indefeasible rights of use (“IRU”) lease agreements with Everstream on Uniti owned fiber. Concurrently, Uniti sold its Uniti Fiber Northeast operations and certain dark fiber IRU contracts acquired as part of the Windstream settlement to Everstream. Total cash consideration, including upfront IRU payments, was approximately $135 million. In addition to the upfront proceeds, Uniti will receive fees of approximately $3 million (Thousands) Assets and liabilities sold: Assets: Property, plant and equipment, net $ 44,685 Goodwill 17,794 Intangible assets, net 7,264 Right of use assets, net 19,841 Total assets $ 89,584 Liabilities: Lease liabilities $ 18,779 Intangible liabilities, net 4,492 Finance lease obligations 32,343 Total liabilities $ 55,614 Cash consideration $ 62,113 Less: total assets and liabilities sold, net (33,970 ) Gain on sale of operations $ 28,143 2020 Transactions Windstream Settlement Agreement On September 18, 2020, and in furtherance of our settlement agreement with Windstream ( see Note 14 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) , 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 generated $28.9 million of annual EBITDA in the aggregate as of the closing of the Asset Purchase Agreement . 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 payments 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 69,832 Other assets 27,632 Intangible liabilities, net (195,091 ) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 Of the $ million of intangible assets acquired, $59.3 million is related to contracts ( 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 quarter ended September 30, 2020, 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 Investment Advisors LP (“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 $1.6 million, which is included in other assets on the Condensed Consolidated Balance Sheet as of December 31, 2020. During the quarter ended June 30, 2020, we recorded a gain of $63.4 million related to this transaction. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Note 6. Investments in Unconsolidated Entities As of September 30, 2021, the Company had an aggregate investment of $64.7 million in its equity method unconsolidated entities, which included a 42% interest in BB Fiber Holdings LLC (“Fiber Holdings”) Harmoni Towers LP (“Harmoni”) Fiber Holdings Fiber Holdings was primarily established to develop fiber networks as real estate property for long-term investment. On July 1, 2020, the Company completed the sale of an ownership stake in the entity that controls the Company’s Midwest fiber network assets (the “Propco”). 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 $40.3 million as of September 30, 2021. 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 $24.4 million as of September 30, 2021. 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 for the three and nine months ended September 30, 2021 were $0.1 million and $0.3 million, respectively, which is included in operating expense on a net basis in our Condensed Consolidated Statements of Income (Loss). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
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, derivative assets and liabilities, our outstanding notes and other debt, settlement payable, contingent consideration and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at September 30, 2021 and December 31, 2020: (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, 2021 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,376,990 $ - $ 2,376,990 $ - Senior secured notes - 4.75%, due April 15, 2028 579,519 - 579,519 - Senior unsecured notes - 7.125%, due December 15, 2024 616,770 - 616,770 - Senior unsecured notes - 6.50%, due February 15, 2029 1,131,073 - 1,131,073 - Exchangeable senior notes - 4.00%, due June 15, 2024 428,897 - 428,897 - Senior secured revolving credit facility, variable rate, due December 10, 2024 179,982 - 179,982 - Settlement payable 348,500 - 348,500 - Derivative liability, net 13,606 - 13,606 - Total $ 5,675,337 $ - $ 5,675,337 $ - (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, 2020 Liabilities Senior secured notes - 6.00%, due April 15, 2023 $ 561,000 $ - $ 561,000 $ - Senior secured notes - 7.875%, due February 15, 2025 2,410,313 - 2,410,313 - Senior unsecured notes - 8.25%, due October 15, 2023 1,112,775 - 1,112,775 - Senior unsecured notes - 7.125%, due December 15, 2024 601,500 - 601,500 - Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 426,058 - 426,058 - Senior secured revolving credit facility, variable rate, due April 24, 2022 110,000 - 110,000 - Settlement payable 418,840 - 418,840 - Derivative liability, net 22,897 - 22,897 - Contingent consideration 2,957 - - 2,957 Total $ 5,666,340 $ - $ 5,663,383 $ 2,957 The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments. The total principal balance of our outstanding notes and other debt was $5.06 billion at September 30, 2021, with a fair value of $5.31 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 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 $490.1 million of cash payments 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 was recorded at fair value, using the present value of future cash flows. The future cash flows are discounted using discount rate input based on observable market data. Accordingly, we classify inputs used as Level 2 in the fair value hierarchy. The remaining Settlement Payable is $358.3 million and is reported on our Condensed Consolidated Balance Sheet at September 30, 2021. There have been no changes in the valuation methodologies used since the initial recording. We acquired Tower Cloud, Inc. (“Tower Cloud”) on August 31, 2016. As part of the Tower Cloud acquisition, we were obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones from the date of acquisition through December 31, 2021. During the three months ended March 31, 2021, the Company paid $3.0 million for the achievement of the final remaining milestone in accordance with the Tower Cloud merger agreement. During the nine months ended September 30, 20 20 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. The final measurement of the contingent consideration was recorded during the three months ended March 31, 2021, resulting in an increase in the fair value of less than $0.1 million. For the three and nine months ended September 30, 2020, there was a 1.9 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, 2020 Transfers into Level 3 (Gain)/Loss included in earnings Settlements September 30, 2021 Contingent consideration $ 2,957 $ - $ 22 $ (2,979 ) $ - |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 Land Indefinite $ 28,157 $ 27,945 Building and improvements 3 - 40 years 359,045 351,305 Poles 30 years 278,565 266,758 Fiber 30 years 4,033,649 3,737,372 Equipment 5 - 7 years 321,324 298,912 Copper 20 years 3,919,421 3,850,987 Conduit 30 years 89,831 89,773 Tower assets 20 years 8,545 8,571 Finance lease assets (1 ) 72,254 74,103 Other assets 15 - 20 years 10,648 10,553 Corporate assets 3 - 7 years 13,924 13,475 Construction in progress (1 ) 31,953 47,086 9,167,316 8,776,840 Less accumulated depreciation (5,694,674 ) (5,503,487 ) Net property, plant and equipment $ 3,472,642 $ 3,273,353 (1) See our Annual Report for property, plant and equipment accounting policies. Depreciation expense for the three and nine months ended September 30, 2021 2020 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2021 | |
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 $2.01 As result of the repayment of the Company’s senior secured term loan B facility in February 2020, 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 following tables present the gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of September 30, 2021 and December 31, 2020: 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 At September 30, 2021 Assets Interest rate swaps $ 16,355 $ (16,355 ) $ - Total $ 16,355 $ (16,355 ) $ - Liabilities Interest rate swaps $ 29,961 $ (16,355 ) $ 13,606 Total $ 29,961 $ (16,355 ) $ 13,606 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 At December 31, 2020 Assets Interest rate swaps $ 27,869 $ (27,869 ) $ - Total $ 27,869 $ (27,869 ) $ - Liabilities Interest rate swaps $ 50,766 $ (27,869 ) $ 22,897 Total $ 50,766 $ (27,869 ) $ 22,897 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, 2021 December 31, 2020 Interest rate swaps Derivative liability, net $ 13,606 $ 22,897 As of September 30, 2021, 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 The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statements of Loss for the three and nine months ended September 30, 2021 was $2.8 million and $8.5 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statements of Loss for the three and nine months ended September 30, 2020 was $2.8 million and $8.0 million, respectively. During the next twelve months, beginning October 1, 2021, 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 involved in the offering of the Exchangeable Notes (the “Initial Purchasers”) exchangeable note hedge transactions with respect to the Company’s common stock ( of the Initial Purchasers or their respective affiliates (collectively, the “Counterparties”) 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. 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 (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of 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. 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 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, 2021 | |
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 three and nine months ended September 30, 2021. (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2020 $ 601,878 $ 601,878 Goodwill at September 30, 2021 601,878 601,878 (Thousands) September 30, 2021 December 31, 2020 Original Cost Accumulated Amortization Original Cost Accumulated Amortization Finite life intangible assets: Customer lists $ 416,104 $ (100,144 ) $ 416,104 $ (82,989 ) Contracts 52,536 (6,567 ) 48,269 (1,068 ) Underlying Rights 10,497 (350 ) 10,497 (87 ) Total intangible assets $ 479,137 $ 474,870 Less: accumulated amortization (107,061 ) (84,145 ) Total intangible assets, net $ 372,076 $ 390,725 Finite life intangible liabilities: Below-market leases $ 191,154 (10,695 ) $ 190,086 (2,200 ) Finite life intangible liabilities: Below-market leases $ 191,154 $ 190,086 Less: accumulated amortization (10,695 ) (2,200 ) Total intangible liabilities, net $ 180,459 $ 187,886 As of September 30, 2021, the remaining weighted average amortization period of the Company’s intangible assets and liabilities was 15.1 Amortization expense for the three and nine months ended September 30, 2021 w 2020 w Amortization expense is estimated to be $ 19.1 |
Notes and Other Debt
Notes and Other Debt | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 Principal amount $ 5,055,000 $ 4,965,000 Less unamortized discount, premium and debt issuance costs (81,826 ) (148,476 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 4,973,174 $ 4,816,524 Notes and other debt at September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 December 31, 2020 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%) $ - $ - $ 550,000 $ (4,053 ) Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (33,589 ) 2,250,000 (39,852 ) Senior secured notes - 4.75%, due April 15, 2028 (discount is based on imputed interest rate of 5.04%) 570,000 (9,184 ) - - Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) - - 1,110,000 (22,024 ) Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 4.77%) 345,000 (6,776 ) 345,000 (69,608 ) Senior unsecured notes - 7.125% due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (4,526 ) 600,000 (5,316 ) Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%) 1,110,000 (21,721 ) - - Senior secured revolving credit facility, variable rate, due December 10, 2024 180,000 (6,030 ) 110,000 (7,623 ) Total $ 5,055,000 $ (81,826 ) $ 4,965,000 $ (148,476 ) At September 30, 2021, notes and other debt included the following: (i) $180.0 million under the Revolving Credit Facility (as defined below) pursuant to the credit agreement by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Borrowers”), the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”); (ii) $2.25 billion aggregate principal amount of 7.875% Senior Secured Notes due 2025 (the “2025 Secured Notes”); (iii) $570.0 million aggregate principal amount of 4.75% Senior Secured Notes due 2028 (the “2028 Secured Notes”); (iv) $600.0 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”); (v) $1.11 billion aggregate principal amount of 6.50% Senior Notes due February 15, 2029 (the “2029 Notes”); and (vi) $345.0 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes” and, collectively with the 2025 Secured Notes, 2028 Notes, 2024 Notes and 2029 Notes, the “Notes”). U ntil our net leverage ratio is below 5.75 : 1.00, o limit our ability to make cash distributions to our shareholders in amounts exceeding 90% of our good faith estimate, as of the date on which the first quarterly dividend for the relevant year is declared, of our REIT taxable income for such year, determined without regard to the dividends paid deduction and excluding any capital gains. see Note 17 ), the terms of the Notes are as described in the Company’s Annual Report and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021. On October 13, 2021, the Operating Partnership, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Issuers”) issued $700 million aggregate principal amount of 6.00% Senior Unsecured Notes due 2030 (the “2030 Notes” and used the proceeds to fund the redemption in full of the 2024 Notes on December 15, 2021. On October 13, 2021, the Issuers deposited amounts sufficient to fund the redemption of the 2024 Notes with the trustee of the 2024 Notes, and to pay any related premiums, fees and expenses in connection with the foregoing, and satisfied and discharged their respective obligations under the indenture governing the 2024 Notes. See Note 17 . Credit Agreement T he Borrowers are party to the Credit Agreement, which after the Seventh Amendment (as defined below), provided for a $60.5 million non-extended revolving credit facility that matures on April 24, 2022 (the “Non-Extended Revolving Credit Facility”) and a $500 million revolving credit facility extended that will mature on December 10, 2024 (the “Extended Revolving Credit Facility” and together with Non-Extended Revolving Credit facility, the “Revolving Credit Facility”), which provide us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time. All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors. 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, 2021, the Borrowers were in compliance with all of the covenants under the Credit Agreement. A termination of either Windstream Lease would result in an “event of default” under the Credit Agreement if a replacement lease is not entered into within ninety (90) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00. On December 10, 2020, we entered into an amendment (the “Seventh Amendment”) to our Credit Agreement. Pursuant to the Seventh Amendment, commitments from new and existing lenders under the Revolving Credit Facility have increased to $500 million and the maturity date of such commitments has been extended to December 10, 2024. Certain non-extending lender commitments of $60.5 million will mature on April 24, 2022 and will continue to bear interest at rates previously in effect. Prior to the expiration of these commitments, the aggregate size of the Revolving Credit Facility will be $560.5 million from all lenders. Borrowings under (a) the Non-Extended 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% and (b) effective April 17, 2021, following the receipt of certain routine regulatory approvals, the Extended Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a eurodollar rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio 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, 2021, we recognized $4.2 million and $12.4 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. For the three and nine months ended September 30, 2020, we recognized $3.9 million and $11.4 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, 2021 | |
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. 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, 2021 and 2020 , the Warrants were excluded from diluted shares outstanding because the exercise price exceeded the average market price of our common stock for the reporting period . 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) 2021 2020 2021 2020 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 43,366 $ 7,265 $ 87,835 $ (659,332 ) Less: Income allocated to participating securities (283 ) (229 ) (864 ) (853 ) Dividends declared on convertible preferred stock (3 ) (2 ) (8 ) (6 ) Net income (loss) attributable to common shares $ 43,080 $ 7,034 $ 86,963 $ (660,191 ) Denominator: Basic weighted-average common shares outstanding 233,513 198,054 232,269 194,278 Basic earnings (loss) per common share $ 0.18 $ 0.04 $ 0.37 $ (3.40 ) Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2021 2020 2021 2020 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 43,366 $ 7,265 $ 87,835 $ (659,332 ) Less: Income allocated to participating securities (283 ) (229 ) (864 ) (853 ) Dividends declared on convertible preferred stock (3 ) (2 ) (8 ) (6 ) Impact on if-converted dilutive securities 2,984 - - - Net income (loss) attributable to common shares $ 46,064 $ 7,034 $ 86,963 $ (660,191 ) Denominator: Basic weighted-average common shares outstanding 233,513 198,054 232,269 194,278 Effect of dilutive non-participating securities 338 319 271 - Impact on if-converted dilutive securities 30,570 - - - Weighted-average shares for dilutive earnings per common share 264,421 198,373 232,540 194,278 Dilutive earnings (loss) per common share $ 0.17 $ 0.04 $ 0.37 $ (3.40 ) For the nine months ended September 30, 2021, 30,569,588 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 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. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information Historically our management, including our chief executive officer, who is our chief operating decision maker, managed our operations as the four reportable segments, in addition to our corporate operations, as described below. Due to the sale of our towers business and wind down of the Consumer CLEC business, effective January 1, 2021, we manage our operations focused on our two primary businesses, Leas ing and Fiber Infrastructure. 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 former towers business, Uniti Towers, through which we acquired and constructed tower and tower-related real estate and leased space on communications towers to wireless service providers and other tenants in the United States and Latin America . Starting in 2019, the Company completed a series of transactions to largely divest of its towers business: on April 2, 2019, May 23, 2019 and June 1, 2020, the Company completed the sales of its Latin American business, substantially all of its U.S. ground lease business, and its U.S. tower business, respectively. Consumer CLEC : Represents the operations of Talk America through which we operated 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 provided local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. As of the end of the second quarter of 2020, we substantially completed a wind down of our Consumer CLEC business. Corporate Represents our corporate and back office functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, costs associated with the implementation of our enterprise resource planning system, executive severance costs, costs related to the settlement with Windstream, amortization of non-cash rights-of-use, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, 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, 2021 and 2020 Three Months Ended September 30, 2021 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 199,485 $ 67,262 $ - $ - $ - $ 266,747 Adjusted EBITDA $ 194,303 $ 27,556 $ - $ - $ (4,632 ) $ 217,227 Less: Interest expense 94,793 Depreciation and amortization 41,432 29,036 - - 62 70,530 Other expense, net 4,472 Transaction related and other costs 1,063 Stock-based compensation 4,166 Income tax benefit (2,244 ) Adjustments for equity in earnings from unconsolidated entities 765 Net income $ 43,682 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 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 Net income $ 7,455 Nine Months Ended September 30, 2021 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 590,478 $ 217,035 $ - $ - $ - $ 807,513 Adjusted EBITDA $ 577,937 $ 86,716 $ - $ - $ (17,444 ) $ 647,209 Less: Interest expense 341,762 Depreciation and amortization 124,132 86,838 - - 195 211,165 Other expense, net 14,569 Transaction related and other costs 5,624 Gain on sale of real estate (442 ) Gain on sale of operations (28,143 ) Stock-based compensation 10,963 Income tax expense 283 Adjustments for equity in earnings from unconsolidated entities 2,609 Net income $ 88,819 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 expense, 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 Net loss $ (671,140 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. Windstream Commitments Following the consummation of our settlement agreement with Windstream, including entry into the Windstream Leases, we are obligated to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020, and Uniti may prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). As of the date of this Quarterly Report on Form 10-Q, the Company made the first five quarterly payments totaling $122.5 million. On October 14, 2021, the Company prepaid four installments for a total of $92.9 million see Note 17 ). Further, we are obligated to reimburse Windstream for up to an aggregate of $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (“Growth Capital Improvements”) through 2029. 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 property leased under the master lease agreement, 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 Windstream Leases (and under separate equipment loan facilities) are limited to $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. If the cost incurred by Windstream (or the successor tenant under a Windstream Lease) for Growth Capital Improvements in any calendar year exceeds the annual limit for such calendar year, Windstream (or such tenant, as the case may be) may submit such excess costs for reimbursement in any subsequent year and such excess costs shall be funded from the annual commitment amounts in such subsequent period. In addition, to the extent that reimbursements for Growth Capital Improvements funded in any calendar year during the term is less than the annual limit for such calendar year, the unfunded amount in any calendar year will carry-over and may be added to the annual limits for subsequent calendar years, subject to an annual limit of $250 million in any calendar year, except that, during calendar year 2021, our combined total obligation to fund Growth Capital Improvements may exceed $250 million to the extent of any unfunded excess amounts from calendar year 2020. Accordingly, because we funded $84.7 million of the $125 million limit in 2020, we are committed to fund up to $265.3 million of Growth Capital Improvements in 2021. During the nine months ended September 30, 2021, Uniti reimbursed $152.3 million of Growth Capital Improvements, of which $28.5 million, as allowed under the Settlement, represented the reimbursement of capital improvements completed in 2020 that were previously classified as tenant funded capital improvements. 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 $0.9 million and reported within other assets on our Condensed Consolidated Balance Sheet as of September 30, 2021, will be amortized against revenue over the initial term of the Windstream Leases. 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 a “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. On December 1, 2020, SLF filed a notice of appeal to the United States Court of Appeals for the Third Circuit from the district court’s dismissal order. The appeal was fully briefed on September 10, 2021. Oral argument is scheduled for December 31, 2021. We have evaluated this matter under the guidance provided by ASC 450-20, Contingencies (“ASC 450”), and as of the date of this Quarterly Report on Form 10-Q, we consider a loss not to be probable and are unable to estimate a reasonably possible range of loss; therefore, we have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. 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 a “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. On April 1, 2021, the court issued an order denying defendants’ motion to dismiss. On April 15, 2021, defendants filed a motion for reconsideration of the order or, in the alternative, for certification of an appeal of the decision to the Eighth Circuit. Plaintiffs formally opposed this motion on April 29, 2021. The District Court has not yet ruled on the motion. Discovery is ongoing. 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. We have evaluated this matter under the guidance provided by ASC 450, and as of the date of this Quarterly Report on Form 10-Q, we consider a loss not to be probable and are unable to estimate a reasonably possible range of loss; therefore, we have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. On August 17, 2021, two purported shareholders filed a derivative action on behalf of Uniti in the Circuit Court for Baltimore City, Maryland, under the caption Mayer et al. v. Gunderman et al., 24-C-21-003488 (the “Derivative Complaint”). The Derivative Complaint names Kenneth Gunderman and Mark Wallace as defendants and the Company as a nominal defendant and asserts claims for breach of fiduciary duty and unjust enrichment. The complaint alleges that the individual defendants caused the Company to issue certain false and misleading statements relating to the Spin-Off and/or the Master Lease. In particular, as in the Shareholder Actions, the complaint alleges, among other things, that Defendants failed to disclose 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 a “true lease.” The complaint seeks unspecified damages, unspecified equitable relief, and related costs and fees. The parties are currently discussing a potential stay of the action pending the outcome of the Shareholder Actions. In the meantime, the plaintiffs have agreed to extend the time for the defendants to respond to the complaint. Because this matter 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. We have evaluated this matter under the guidance provided by ASC 450, and as of the date of this Quarterly Report on Form 10-Q, we consider a loss not to be probable and are unable to estimate a reasonably possible range of loss; therefore, we have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. We maintain insurance policies that would provide coverage to various degrees for potential liabilities arising from the legal proceedings described above. Under t he 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 in connection with the tax opinion. We believe that the probability of us incurring obligations under the Tax Matters Agreement are remote; and therefore, we |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period attributable to common shareholders $ (30,353 ) $ (30,353 ) $ (30,353 ) $ (23,442 ) Other comprehensive loss before reclassifications - - - (7,713 ) Amounts reclassified from accumulated other comprehensive income - - - 677 Balance at end of period (30,353 ) (30,353 ) (30,353 ) (30,478 ) Less: Other comprehensive loss attributable to noncontrolling interest - - - (125 ) Balance at end of period attributable to common shareholders (30,353 ) (30,353 ) (30,353 ) (30,353 ) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 15,561 4,416 9,986 - Amounts reclassified from accumulated other comprehensive income 2,830 2,829 8,488 7,325 Balance at end of period 18,391 7,245 18,474 7,325 Less: Other comprehensive income attributable to noncontrolling interest 22 47 105 127 Balance at end of period attributable to common shareholders 18,369 7,198 18,369 7,198 Accumulated other comprehensive loss at end of period $ (11,984 ) $ (23,155 ) $ (11,984 ) $ (23,155 ) |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 16. Capital Stock The limited partner equity interests in our operating partnership (commonly called “OP Units”), are exchangeable on a one-for-one basis for shares of our common stock or, at our election, cash of equivalent value. On August 2, 2021, the Company exchanged 2,528,199 OP Units held by a third party for an equal number of common shares of the Company. The OP Units exchanged represented approximately 73% of the OP Units held by a third party with a carrying value of $50.4 million as of the exchange date. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events 2030 Notes On October 13, 2021, the Issuers issued $700.0 million aggregate principal amount of 6.00% Senior Notes due 2030. The Issuers deposited a portion of the net proceeds from the offering with the trustee for the Issuers’ outstanding 2024 Notes sufficient to fund the redemption thereof on December 15, 2021, and to pay any related premiums, fees and expenses in connection with the foregoing. Upon such deposit, the Issuers’ obligations under the 2024 Notes and indenture were discharged. The Company used the remaining proceeds of $78.0 million to prepay a portion of the settlement obligations under the settlement agreement with Windstream. See Note 14 . The 2030 Notes were issued at an issue price of 100% of their principal amount pursuant to an Indenture, dated as of October 13, 2021 (the “2030 Indenture”), among the Issuers, the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”). The 2030 Notes mature on January 15, 2030 and bear interest at a rate of 6.000% per year. Interest on the 2030 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2022. The Issuers may redeem the 2030 Notes, in whole or in part, at any time prior to January 15, 2025 at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed plus accrued and unpaid interest on the 2030 Notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the 2030 Indenture. Thereafter, the Issuers may redeem the 2030 Notes in whole or in part, at the redemption prices set forth in the 2030 Indenture. Further, at any time on or prior to January 15, 2025, up to 40 % of the aggregate principal amount of the 2030 Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 106.000 % of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60 % of aggregate principal amount of the originally issued 2030 N otes remains outstanding. If certain changes of control of Uniti Group LP occur, holders of the 2030 Notes will have the right to require the Issuers to offer to repurchase their 2030 Notes at 101 % of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The 2030 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and by each of Uniti Group LP’s existing and future domestic restricted subsidiaries (other than the Issuers and certain regulated subsidiaries) that guarantees indebtedness under the Company’s senior secured credit facilities and existing notes (collectively, the “Guarantors”). In addition, the Issuers will use commercially reasonable efforts to obtain necessary regulatory approval to allow such non-guarantor subsidiaries of the Company to guarantee the 2030 Notes, including by making filings to obtain such approval within 60 days of the issuance of the 2030 Notes. The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the 2030 Notes. The 2030 Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior unsecured indebtedness and senior in right of payment to any of the Issuers’ and the Guarantors’ subordinated indebtedness. The 2030 Notes and related guarantees are effectively subordinated to all of the Issuers’ and Guarantors’ secured indebtedness (including the senior secured credit facilities and secured notes) to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future liabilities (including trade payables) of the Issuers’ subsidiaries that do not guarantee the 2030 Notes. The 2030 Indenture contains customary high yield covenants limiting the ability of Uniti Group LP and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The 2030 Indenture also contains customary events of default. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Concentration of Credit Risks | Concentration of Credit Risks e were party to a long-term exclusive triple-net lease (the “Master Lease”) with Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”) pursuant to which a substantial portion of our real property was leased to Windstream and from which a substantial portion of our leasing revenues were derived. On September 18, 2020, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases (collectively, the “Windstream Leases”), which amended and restated the Master Lease in its entirety. Windstream Windstream Windstream 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’s historic filings through their quarter ended September 30, 2020 can be found at www.sec.gov. Additionally, the Windstream audited financial statements as of December 31, 2020 and for the period from September 22, 2020 to December 31, 2020 and as of December 31, 2019 and for the period from January 1, 2020 to September 21, 2020 and for each of the two years in the period ended December 31, 2019 are included as an exhibit to our Annual Report. 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 Windstream Leases, (iii) monitoring news 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 Windstream Leases and (vi) monitoring the timeliness of its payments under the Windstream 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. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt the guidance ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for the outstanding exchangeable senior unsecured notes. The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of these notes into a single liability instrument. The carrying value as of December 31, 2020, totaled approximately $275.4 million and as a result of the adoption increased by $61.1 million to $336.5 million as of January 1, 2021. Because of this adoption, the effective interest rate on the exchangeable senior unsecured notes went from 11.1% to 4.8%. Additional paid-in-capital was reduced by $59.9 million and deferred tax liabilities were reduced by $ million. Approximately $ 14.6 million of cumulative effect of adoption was recognized to the opening balance of retained earnings as of January 1, 2021. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Three Months Ended Nine Months Ended September 30, September 30, (Thousands) 2021 2020 2021 2020 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 19,381 $ 25,160 $ 67,404 $ 80,568 Enterprise and wholesale 20,863 19,875 63,190 58,761 E-Rate and government 13,505 17,375 48,795 60,133 Other 839 2,345 2,479 3,648 Fiber Infrastructure $ 54,588 $ 64,755 $ 181,868 $ 203,110 Consumer CLEC - - - 651 Leasing 1,070 177 3,237 177 Total revenue from contracts with customers 55,658 64,932 185,105 203,938 Revenue accounted for under other applicable guidance 211,089 193,833 622,408 587,809 Total revenue $ 266,747 $ 258,765 $ 807,513 $ 791,747 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities accounted for under ASC 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2020 $ 3,462 $ 18,601 Balance at September 30, 2021 $ 614 $ 13,942 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the three and nine months ended September 30, 2021 Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Lease income - operating leases $ 211,089 $ 193,833 $ 622,408 $ 587,809 |
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, 2021 are as follows: (Thousands) September 30, 2021 (1) 2021 $ 185,067 2022 753,180 2023 760,567 2024 762,163 2025 763,786 Thereafter 3,749,758 Total lease receivables $ 6,974,521 (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, 2021 December 31, 2020 Land $ 26,596 $ 26,596 Building and improvements 342,907 335,495 Poles 278,565 266,758 Fiber 3,224,832 2,994,465 Equipment 428 421 Copper 3,919,421 3,850,988 Conduit 89,831 89,773 Tower assets 1,397 1,397 Finance lease assets 28,126 32,660 Other assets 10,647 10,425 7,922,750 7,608,978 Less: accumulated depreciation (5,364,117 ) (5,222,731 ) Underlying assets under operating leases, net $ 2,558,633 $ 2,386,247 |
Schedule of Lessor Depreciation Expense for Underlying Assets for 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, 2021 and 2020, respectively, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Depreciation expense for underlying assets under operating leases $ 44,763 $ 50,841 $ 134,783 $ 160,278 |
Components of Lease Cost | The components of lease cost for the three and nine months ended September 30, 2021 and 2020 Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Finance lease cost Amortization of ROU assets $ 1,024 $ 920 $ 3,721 $ 2,890 Interest on lease liabilities 392 943 2,019 2,890 Total finance lease cost 1,416 1,863 5,740 5,780 Operating lease cost 3,658 5,313 11,873 19,272 Short-term lease cost 907 542 2,347 1,551 Variable lease cost 95 41 391 124 Less sublease income (3,211 ) (2,733 ) (9,439 ) (9,503 ) Total lease cost $ 2,865 $ 5,026 $ 10,912 $ 17,224 |
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, 2021 December 31, 2020 Operating leases ROU assets, net Other assets, net $ 72,965 $ 97,850 Lease liabilities Accounts payable, accrued expenses and other liabilities, net 49,902 71,483 Finance leases ROU asset, gross Property, plant and equipment, net $ 72,254 $ 128,098 Lease liabilities Finance lease obligations 15,538 48,724 Weighted-average remaining lease term Operating leases 8.9 years 12.2 years Finance leases 13.0 years 13.3 years Weighted-average discount rate Operating leases 9.2 % 9.9 % Finance leases 9.8 % 8.0 % |
Schedule of Other Information Related to Leases | Other information related to leases as of September 30, 2021 and 2020 , respectively, (Thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2,019 $ 2,890 Operating cash flows from operating leases 14,197 22,573 Financing cash flows from finance leases 1,745 2,890 Non-cash items: New operating leases and remeasurements, net $ 4,649 $ 426 New finance leases - 31 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of September 30, 2021 (Thousands) Operating Leases Finance Leases 2021 $ 3,807 $ 610 2022 13,149 2,334 2023 10,963 2,281 2024 8,558 2,082 2025 5,896 2,021 Thereafter 33,072 16,667 Total undiscounted lease payments $ 75,445 $ 25,995 Less: imputed interest (25,543 ) (10,457 ) Total lease liabilities $ 49,902 $ 15,538 |
Future Sublease Rentals | Future sublease rentals as of September 30, 2021 are as follows: (Thousands) Sublease Rentals 2021 $ 2,896 2022 9,175 2023 9,252 2024 9,331 2025 9,411 Thereafter 136,554 Total $ 176,619 |
Asset Acquisitions and Dispos_2
Asset Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Assets and Liabilities Sold | (Thousands) Assets and liabilities sold: Assets: Property, plant and equipment, net $ 44,685 Goodwill 17,794 Intangible assets, net 7,264 Right of use assets, net 19,841 Total assets $ 89,584 Liabilities: Lease liabilities $ 18,779 Intangible liabilities, net 4,492 Finance lease obligations 32,343 Total liabilities $ 55,614 Cash consideration $ 62,113 Less: total assets and liabilities sold, net (33,970 ) Gain on sale of operations $ 28,143 |
Windstream | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The Company concluded that the Asset Purchase Agreement, and the obligation for Uniti to make cash payments 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 69,832 Other assets 27,632 Intangible liabilities, net (195,091 ) 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, 2021 | |
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, 2021 and December 31, 2020: (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, 2021 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,376,990 $ - $ 2,376,990 $ - Senior secured notes - 4.75%, due April 15, 2028 579,519 - 579,519 - Senior unsecured notes - 7.125%, due December 15, 2024 616,770 - 616,770 - Senior unsecured notes - 6.50%, due February 15, 2029 1,131,073 - 1,131,073 - Exchangeable senior notes - 4.00%, due June 15, 2024 428,897 - 428,897 - Senior secured revolving credit facility, variable rate, due December 10, 2024 179,982 - 179,982 - Settlement payable 348,500 - 348,500 - Derivative liability, net 13,606 - 13,606 - Total $ 5,675,337 $ - $ 5,675,337 $ - (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, 2020 Liabilities Senior secured notes - 6.00%, due April 15, 2023 $ 561,000 $ - $ 561,000 $ - Senior secured notes - 7.875%, due February 15, 2025 2,410,313 - 2,410,313 - Senior unsecured notes - 8.25%, due October 15, 2023 1,112,775 - 1,112,775 - Senior unsecured notes - 7.125%, due December 15, 2024 601,500 - 601,500 - Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 426,058 - 426,058 - Senior secured revolving credit facility, variable rate, due April 24, 2022 110,000 - 110,000 - Settlement payable 418,840 - 418,840 - Derivative liability, net 22,897 - 22,897 - Contingent consideration 2,957 - - 2,957 Total $ 5,666,340 $ - $ 5,663,383 $ 2,957 |
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, 2020 Transfers into Level 3 (Gain)/Loss included in earnings Settlements September 30, 2021 Contingent consideration $ 2,957 $ - $ 22 $ (2,979 ) $ - |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 Land Indefinite $ 28,157 $ 27,945 Building and improvements 3 - 40 years 359,045 351,305 Poles 30 years 278,565 266,758 Fiber 30 years 4,033,649 3,737,372 Equipment 5 - 7 years 321,324 298,912 Copper 20 years 3,919,421 3,850,987 Conduit 30 years 89,831 89,773 Tower assets 20 years 8,545 8,571 Finance lease assets (1 ) 72,254 74,103 Other assets 15 - 20 years 10,648 10,553 Corporate assets 3 - 7 years 13,924 13,475 Construction in progress (1 ) 31,953 47,086 9,167,316 8,776,840 Less accumulated depreciation (5,694,674 ) (5,503,487 ) Net property, plant and equipment $ 3,472,642 $ 3,273,353 (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, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty | The following tables present the gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of September 30, 2021 and December 31, 2020: 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 At September 30, 2021 Assets Interest rate swaps $ 16,355 $ (16,355 ) $ - Total $ 16,355 $ (16,355 ) $ - Liabilities Interest rate swaps $ 29,961 $ (16,355 ) $ 13,606 Total $ 29,961 $ (16,355 ) $ 13,606 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 At December 31, 2020 Assets Interest rate swaps $ 27,869 $ (27,869 ) $ - Total $ 27,869 $ (27,869 ) $ - Liabilities Interest rate swaps $ 50,766 $ (27,869 ) $ 22,897 Total $ 50,766 $ (27,869 ) $ 22,897 |
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, 2021 December 31, 2020 Interest rate swaps Derivative liability, net $ 13,606 $ 22,897 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 three and nine months ended September 30, 2021. (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2020 $ 601,878 $ 601,878 Goodwill at September 30, 2021 601,878 601,878 |
Schedule of Carrying Value of Other Intangible Assets | (Thousands) September 30, 2021 December 31, 2020 Original Cost Accumulated Amortization Original Cost Accumulated Amortization Finite life intangible assets: Customer lists $ 416,104 $ (100,144 ) $ 416,104 $ (82,989 ) Contracts 52,536 (6,567 ) 48,269 (1,068 ) Underlying Rights 10,497 (350 ) 10,497 (87 ) Total intangible assets $ 479,137 $ 474,870 Less: accumulated amortization (107,061 ) (84,145 ) Total intangible assets, net $ 372,076 $ 390,725 Finite life intangible liabilities: Below-market leases $ 191,154 (10,695 ) $ 190,086 (2,200 ) Finite life intangible liabilities: Below-market leases $ 191,154 $ 190,086 Less: accumulated amortization (10,695 ) (2,200 ) Total intangible liabilities, net $ 180,459 $ 187,886 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | Notes and other debt are as follows: (Thousands) September 30, 2021 December 31, 2020 Principal amount $ 5,055,000 $ 4,965,000 Less unamortized discount, premium and debt issuance costs (81,826 ) (148,476 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 4,973,174 $ 4,816,524 Notes and other debt at September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 December 31, 2020 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%) $ - $ - $ 550,000 $ (4,053 ) Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (33,589 ) 2,250,000 (39,852 ) Senior secured notes - 4.75%, due April 15, 2028 (discount is based on imputed interest rate of 5.04%) 570,000 (9,184 ) - - Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) - - 1,110,000 (22,024 ) Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 4.77%) 345,000 (6,776 ) 345,000 (69,608 ) Senior unsecured notes - 7.125% due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (4,526 ) 600,000 (5,316 ) Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%) 1,110,000 (21,721 ) - - Senior secured revolving credit facility, variable rate, due December 10, 2024 180,000 (6,030 ) 110,000 (7,623 ) Total $ 5,055,000 $ (81,826 ) $ 4,965,000 $ (148,476 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 43,366 $ 7,265 $ 87,835 $ (659,332 ) Less: Income allocated to participating securities (283 ) (229 ) (864 ) (853 ) Dividends declared on convertible preferred stock (3 ) (2 ) (8 ) (6 ) Net income (loss) attributable to common shares $ 43,080 $ 7,034 $ 86,963 $ (660,191 ) Denominator: Basic weighted-average common shares outstanding 233,513 198,054 232,269 194,278 Basic earnings (loss) per common share $ 0.18 $ 0.04 $ 0.37 $ (3.40 ) Three Months Ended September 30, Nine Months Ended September 30, (Thousands, except per share data) 2021 2020 2021 2020 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 43,366 $ 7,265 $ 87,835 $ (659,332 ) Less: Income allocated to participating securities (283 ) (229 ) (864 ) (853 ) Dividends declared on convertible preferred stock (3 ) (2 ) (8 ) (6 ) Impact on if-converted dilutive securities 2,984 - - - Net income (loss) attributable to common shares $ 46,064 $ 7,034 $ 86,963 $ (660,191 ) Denominator: Basic weighted-average common shares outstanding 233,513 198,054 232,269 194,278 Effect of dilutive non-participating securities 338 319 271 - Impact on if-converted dilutive securities 30,570 - - - Weighted-average shares for dilutive earnings per common share 264,421 198,373 232,540 194,278 Dilutive earnings (loss) per common share $ 0.17 $ 0.04 $ 0.37 $ (3.40 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020 Three Months Ended September 30, 2021 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 199,485 $ 67,262 $ - $ - $ - $ 266,747 Adjusted EBITDA $ 194,303 $ 27,556 $ - $ - $ (4,632 ) $ 217,227 Less: Interest expense 94,793 Depreciation and amortization 41,432 29,036 - - 62 70,530 Other expense, net 4,472 Transaction related and other costs 1,063 Stock-based compensation 4,166 Income tax benefit (2,244 ) Adjustments for equity in earnings from unconsolidated entities 765 Net income $ 43,682 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 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 Net income $ 7,455 Nine Months Ended September 30, 2021 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 590,478 $ 217,035 $ - $ - $ - $ 807,513 Adjusted EBITDA $ 577,937 $ 86,716 $ - $ - $ (17,444 ) $ 647,209 Less: Interest expense 341,762 Depreciation and amortization 124,132 86,838 - - 195 211,165 Other expense, net 14,569 Transaction related and other costs 5,624 Gain on sale of real estate (442 ) Gain on sale of operations (28,143 ) Stock-based compensation 10,963 Income tax expense 283 Adjustments for equity in earnings from unconsolidated entities 2,609 Net income $ 88,819 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 expense, 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 Net loss $ (671,140 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2021 2020 2021 2020 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period attributable to common shareholders $ (30,353 ) $ (30,353 ) $ (30,353 ) $ (23,442 ) Other comprehensive loss before reclassifications - - - (7,713 ) Amounts reclassified from accumulated other comprehensive income - - - 677 Balance at end of period (30,353 ) (30,353 ) (30,353 ) (30,478 ) Less: Other comprehensive loss attributable to noncontrolling interest - - - (125 ) Balance at end of period attributable to common shareholders (30,353 ) (30,353 ) (30,353 ) (30,353 ) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 15,561 4,416 9,986 - Amounts reclassified from accumulated other comprehensive income 2,830 2,829 8,488 7,325 Balance at end of period 18,391 7,245 18,474 7,325 Less: Other comprehensive income attributable to noncontrolling interest 22 47 105 127 Balance at end of period attributable to common shareholders 18,369 7,198 18,369 7,198 Accumulated other comprehensive loss at end of period $ (11,984 ) $ (23,155 ) $ (11,984 ) $ (23,155 ) |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - Segment | Jan. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization And Description Of Business [Line Items] | |||
Number of operating business segments | 2 | 4 | |
Uniti Group LP | |||
Organization And Description Of Business [Line Items] | |||
Percentage of partnership interests owned | 99.60% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt instrument carrying amount | $ 5,055,000 | $ 4,965,000 | ||
Additional paid-in capital | 1,208,611 | 1,209,141 | ||
Cumulative Effect Adjustment for Adoption of New Accounting Standard | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, ASU, Adopted | true | |||
Change in accounting principle, Description | The Company elected to early adopt the guidance ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. | |||
Change in accounting principle, ASU, Adoption date | Jan. 1, 2021 | |||
Additional paid-in capital | (59,900) | |||
Deferred tax liabilities | (15,800) | |||
Retained earnings | $ 14,600 | |||
Cumulative Effect Adjustment for Adoption of New Accounting Standard | Exchangeable Senior Unsecured Notes | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt instrument carrying amount | $ 336,500 | $ 275,400 | ||
Increase in carrying amount of debt due to adoption | $ 61,100 | |||
Effective interest rate | 4.80% | 11.10% | ||
Concentration of Credit Risk | Revenue | Windstream Leases and Master Lease | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Windstream leases and the master lease revenue percentage | 67.60% | 66.10% |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 55,658 | $ 64,932 | $ 185,105 | $ 203,938 |
Total revenues | 266,747 | 258,765 | 807,513 | 791,747 |
Fiber Infrastructure | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 54,588 | 64,755 | 181,868 | 203,110 |
Total revenues | 67,262 | 76,395 | 217,035 | 232,942 |
Fiber Infrastructure | Lit Backhaul | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 19,381 | 25,160 | 67,404 | 80,568 |
Fiber Infrastructure | Enterprise and Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 20,863 | 19,875 | 63,190 | 58,761 |
Fiber Infrastructure | E-Rate and Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 13,505 | 17,375 | 48,795 | 60,133 |
Fiber Infrastructure | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 839 | 2,345 | 2,479 | 3,648 |
Consumer CLEC | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 651 | |||
Total revenues | 651 | |||
Leasing | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 1,070 | 177 | 3,237 | 177 |
Total revenues | 199,485 | 182,370 | 590,478 | 552,042 |
ASU 2016-02 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 211,089 | $ 193,833 | $ 622,408 | $ 587,809 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
ASU 2016-02 | |||
Revenue Recognition [Line Items] | |||
Lease receivables | $ 15.1 | $ 15.1 | $ 17.5 |
ASU 2014-09 | |||
Revenue Recognition [Line Items] | |||
Receivables from contracts with customers | 16.9 | 16.9 | $ 45.1 |
Revenue recognized that was included in the contract liability | 1.3 | 9.4 | |
Future revenues under contract | 451.7 | 451.7 | |
Contracts currently being invoiced | 353.1 | 353.1 | |
Backlog for sales bookings | $ 98.6 | $ 98.6 | |
Average remaining contract term of backlog sales bookings | 6 years |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASU 2014-09 $ in Thousands | Sep. 30, 2021USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2020 | $ 3,462 |
Balance, Contract Assets at September 30, 2021 | 614 |
Balance, Contract Liabilities at December 31, 2020 | 18,601 |
Balance, Contract Liabilities at September 30, 2021 | $ 13,942 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Sep. 30, 2021 |
ASU 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term for contracts currently billing | 1 year 9 months 18 days |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
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 less than one year to 20 years |
Lessor, operating lease, existence of option to terminate [true false] | true |
Lessor, lease option to terminate, description | options to terminate the leases within one to six months |
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 | $ 2.7 |
Minimum | |
Leases [Line Items] | |
Lessor, initial lease term | 1 year |
Lessor, lease renewal term | 1 year |
Lessor operating lease, termination | 1 month |
Lessee, initial lease term | 1 year |
Lessee, lease renewal term | 1 year |
Lessee, lease option to terminate, description | 1 month |
Maximum | |
Leases [Line Items] | |
Lessor, initial lease term | 35 years |
Lessor, lease renewal term | 20 years |
Lessor operating lease, termination | 6 months |
Lessee, initial lease term | 30 years |
Lessee, lease renewal term | 20 years |
Lessee, lease option to terminate, description | 6 months |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Lease income - operating leases | $ 211,089 | $ 193,833 | $ 622,408 | $ 587,809 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) | [1] |
Leases [Abstract] | ||
2021 | $ 185,067 | |
2022 | 753,180 | |
2023 | 760,567 | |
2024 | 762,163 | |
2025 | 763,786 | |
Thereafter | 3,749,758 | |
Total lease receivables | $ 6,974,521 | |
[1] | Total future minimum lease payments to be received include $6.0 billion relating to the Windstream Leases. |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) $ in Thousands | Sep. 30, 2021USD ($) | |
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 6,974,521 | [1] |
Windstream | ||
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 6,000,000 | |
[1] | Total future minimum lease payments to be received include $6.0 billion relating to the Windstream Leases. |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | $ 7,922,750 | $ 7,608,978 |
Less: accumulated depreciation | (5,364,117) | (5,222,731) |
Underlying assets under operating leases, net | 2,558,633 | 2,386,247 |
Land | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 26,596 | 26,596 |
Building and Improvements | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 342,907 | 335,495 |
Poles | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 278,565 | 266,758 |
Fiber | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 3,224,832 | 2,994,465 |
Equipment | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 428 | 421 |
Copper | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 3,919,421 | 3,850,988 |
Conduit | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 89,831 | 89,773 |
Tower assets | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 1,397 | 1,397 |
Finance Lease Assets | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | 28,126 | 32,660 |
Other assets | ||
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | $ 10,647 | $ 10,425 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Depreciation expense for underlying assets under operating leases | $ 44,763 | $ 50,841 | $ 134,783 | $ 160,278 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Amortization of ROU assets | $ 1,024 | $ 920 | $ 3,721 | $ 2,890 |
Interest on lease liabilities | 392 | 943 | 2,019 | 2,890 |
Total finance lease cost | 1,416 | 1,863 | 5,740 | 5,780 |
Operating lease cost | 3,658 | 5,313 | 11,873 | 19,272 |
Short-term lease cost | 907 | 542 | 2,347 | 1,551 |
Variable lease cost | 95 | 41 | 391 | 124 |
Less sublease income | (3,211) | (2,733) | (9,439) | (9,503) |
Total lease cost | $ 2,865 | $ 5,026 | $ 10,912 | $ 17,224 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating leases | ||
ROU assets, net | $ 72,965 | $ 97,850 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets, net | Other assets, net |
Lease liabilities | $ 49,902 | $ 71,483 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent |
Finance leases | ||
ROU asset, gross | $ 72,254 | $ 128,098 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets, net | Other assets, net |
Lease liabilities | $ 15,538 | $ 48,724 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherLiabilities | us-gaap:OtherLiabilities |
Weighted-average remaining lease term | ||
Operating leases | 8 years 10 months 24 days | 12 years 2 months 12 days |
Finance leases | 13 years | 13 years 3 months 18 days |
Weighted-average discount rate | ||
Operating leases | 9.20% | 9.90% |
Finance leases | 9.80% | 8.00% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 2,019 | $ 2,890 |
Operating cash flows from operating leases | 14,197 | 22,573 |
Financing cash flows from finance leases | 1,745 | 2,890 |
Non-cash items: | ||
New operating leases and remeasurements, net | $ 4,649 | 426 |
New finance leases | $ 31 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 | $ 3,807 | |
2022 | 13,149 | |
2023 | 10,963 | |
2024 | 8,558 | |
2025 | 5,896 | |
Thereafter | 33,072 | |
Total undiscounted lease payments | 75,445 | |
Less: imputed interest | (25,543) | |
Total lease liabilities | 49,902 | $ 71,483 |
Finance Leases | ||
2021 | 610 | |
2022 | 2,334 | |
2023 | 2,281 | |
2024 | 2,082 | |
2025 | 2,021 | |
Thereafter | 16,667 | |
Total undiscounted lease payments | 25,995 | |
Less: imputed interest | (10,457) | |
Total lease liabilities | $ 15,538 | $ 48,724 |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 2,896 |
2022 | 9,175 |
2023 | 9,252 |
2024 | 9,331 |
2025 | 9,411 |
Thereafter | 136,554 |
Total | $ 176,619 |
Asset Acquisitions and Dispos_3
Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, FiberStrandMile in Millions | May 28, 2021USD ($) | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Jul. 01, 2020USD ($) | Jun. 01, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) |
Melody Investment Advisors | United States | Tower | |||||||
Business Acquisition [Line Items] | |||||||
Total cash consideration | $ 225,800 | ||||||
Gain related to transaction | $ 63,400 | ||||||
Net assets value | $ 190,000 | ||||||
Investment interest retained, percentage | 10.00% | ||||||
Fair value of retained investment interest | $ 26,000 | ||||||
Incremental earn-out payments, estimated to be received | $ 1,600 | ||||||
Windstream | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | $ 284,600 | ||||||
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 conveyed | $ 28,900 | ||||||
Intangible asset acquired | $ 69,800 | ||||||
Lessor, initial lease term | 19 years | ||||||
Acquired right of use assets | $ 27,600 | ||||||
Windstream | Contracts | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset acquired | $ 59,300 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 8 years | ||||||
Windstream | Underlying Rights | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset acquired | $ 10,500 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | ||||||
Propco | MIP | |||||||
Business Acquisition [Line Items] | |||||||
Total cash consideration | $ 167,600 | ||||||
Gain related to transaction | $ 23,000 | ||||||
Net assets value | $ 186,500 | ||||||
Investment interest retained, percentage | 20.00% | ||||||
Fair value of retained investment interest | $ 41,900 | ||||||
Everstream Solutions LLC | |||||||
Business Acquisition [Line Items] | |||||||
Total cash consideration | $ 62,113 | ||||||
Net assets value | $ 89,584 | ||||||
Everstream Solutions LLC | IRU Lease Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Lease agreements, term | 20 years | ||||||
Management fee receivable | $ 3,000 | ||||||
Annual escalator | 2.00% | ||||||
Everstream Solutions LLC | IRU Lease Agreements | Gain on Sale of Operations | |||||||
Business Acquisition [Line Items] | |||||||
Gain related to transaction | $ 28,100 | ||||||
Everstream Solutions LLC | Uniti Fiber Northeast Operations And Certain Dark Fiber Indefeasible Rights Of Use Contracts | |||||||
Business Acquisition [Line Items] | |||||||
Total cash consideration | $ 135,000 |
Asset Acquisitions and Dispos_4
Asset Acquisitions and Dispositions - Schedule of Assets and Liabilities Sold (Details) - USD ($) $ in Thousands | May 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Total liabilities | $ 55,752 | ||
Gain on sale of operations | $ 28,143 | ||
Everstream Solutions LLC | |||
Assets: | |||
Property, plant and equipment, net | $ 44,685 | ||
Goodwill | 17,794 | ||
Intangible assets, net | 7,264 | ||
Right of use assets, net | 19,841 | ||
Total assets | 89,584 | ||
Liabilities: | |||
Lease liabilities | 18,779 | ||
Intangible liabilities, net | 4,492 | ||
Finance lease obligations | 32,343 | ||
Total liabilities | 55,614 | ||
Cash consideration | 62,113 | ||
Less: total assets and liabilities sold, net | (33,970) | ||
Gain on sale of operations | $ 28,143 |
Asset Acquisitions and Dispos_5
Asset Acquisitions and Dispositions- Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (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 | 69,832 |
Other assets | 27,632 |
Intangible liabilities, net | (195,091) |
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, 2021USD ($) | Sep. 30, 2021USD ($) | |
Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Aggregate investment in equity method | $ 64.7 | $ 64.7 |
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 | 40.3 | $ 40.3 |
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 | 8.00% | |
Current investment and maximum exposure to loss | 24.4 | $ 24.4 |
Transition service fees earned | $ 0.1 | $ 0.3 |
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, 2021 | Dec. 31, 2020 |
Liabilities | ||
Settlement payable | $ 348,500 | $ 418,840 |
Derivative liability, net | 13,606 | 22,897 |
Total | 5,675,337 | 5,666,340 |
Contingent consideration | 2,957 | |
Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Settlement payable | 348,500 | 418,840 |
Derivative liability, net | 13,606 | 22,897 |
Total | 5,675,337 | 5,663,383 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Total | 2,957 | |
Contingent consideration | 2,957 | |
7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,376,990 | 2,410,313 |
7.875% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 2,376,990 | 2,410,313 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 561,000 | |
6.00% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 561,000 | |
4.75% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 579,519 | |
4.75% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 579,519 | |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,112,775 | |
8.25% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 1,112,775 | |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 616,770 | 601,500 |
7.125% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 616,770 | 601,500 |
6.50% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,131,073 | |
6.50% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 1,131,073 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 428,897 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 428,897 | |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 179,982 | 110,000 |
Senior Secured Revolving Credit Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | $ 179,982 | 110,000 |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 426,058 | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | $ 426,058 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 |
4.75% Senior Secured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 4.75% | |
Debt instrument, maturity date | Apr. 15, 2028 | |
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% | |
Debt instrument, maturity date | Apr. 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 |
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% | |
Debt instrument, maturity date | Oct. 15, 2023 | |
6.50% Senior Unsecured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 6.50% | |
Debt instrument, maturity date | Feb. 15, 2029 | |
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% | |
Debt instrument, maturity date | Jun. 15, 2024 | |
Senior Secured Revolving Credit Facility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, maturity date | Dec. 10, 2024 | |
Debt instrument, original maturity date | Apr. 24, 2022 | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 4.00% | |
Debt instrument, maturity date | 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 | |||
Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Installment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Principal amount of outstanding notes and other debt | $ 5,055,000 | $ 4,965,000 | |||
Remaining value of settlement payable | 358,329 | $ 418,840 | |||
Payments of contingent consideration | 2,979 | $ 15,713 | |||
Increase in fair value of contingent consideration liability | $ 1,900 | 21 | 8,086 | ||
Maximum | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Increase in fair value of contingent consideration liability | $ 100 | ||||
Tower Cloud, Inc. | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Payments for the achievement of final remaining milestone | $ 3,000 | ||||
Payments of contingent consideration | $ 15,700 | ||||
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 | ||||
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 | $ 5,310,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 2,957 |
(Gain)/Loss included in earnings | 22 |
Settlements | $ (2,979) |
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, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,167,316 | $ 8,776,840 |
Less accumulated depreciation | (5,694,674) | (5,503,487) |
Net property, plant and equipment | 3,472,642 | 3,273,353 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,157 | 27,945 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 359,045 | 351,305 |
Building and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Building and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 278,565 | 266,758 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 4,033,649 | 3,737,372 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 321,324 | 298,912 |
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 | $ 3,919,421 | 3,850,987 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 89,831 | 89,773 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 8,545 | 8,571 |
Finance Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 72,254 | 74,103 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,648 | 10,553 |
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 | $ 13,924 | 13,475 |
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 | $ 31,953 | $ 47,086 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 65.7 | $ 73.3 | $ 196.8 | $ 228.3 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Jun. 25, 2019 | Apr. 27, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||
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 | |||||
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) | $ (2,800,000) | $ (8,500,000) | $ (8,000,000) | ||
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 | $ 2,010,000,000 | |||||
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, 2021 | Dec. 31, 2020 |
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | $ 16,355 | $ 27,869 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (16,355) | (27,869) |
Gross Amounts of Recognized Liabilities | 29,961 | 50,766 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (16,355) | (27,869) |
Net Amounts of Assets or Liabilities presented in the Condensed Consolidated Balance Sheets | 13,606 | 22,897 |
Interest Rate Swap | ||
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | 16,355 | 27,869 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (16,355) | (27,869) |
Gross Amounts of Recognized Liabilities | 29,961 | 50,766 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (16,355) | (27,869) |
Net Amounts of Assets or Liabilities presented in the Condensed Consolidated Balance Sheets | $ 13,606 | $ 22,897 |
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, 2021 | Dec. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 13,606 | $ 22,897 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 13,606 | $ 22,897 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||||
Remaining weighted average amortization period of intangible assets | 15 years 1 month 6 days | |||
Remaining weighted average amortization period of intangible liabilities | 18 years 1 month 6 days | |||
Amortization | $ 4.8 | $ 6.5 | $ 14.3 | $ 22.6 |
Estimated amortization expense for 2021 | 19.1 | 19.1 | ||
Estimated amortization expense for 2022 | 19.1 | 19.1 | ||
Estimated amortization expense for 2023 | 19 | 19 | ||
Estimated amortization expense for 2024 | 19 | 19 | ||
Estimated amortization expense for 2025 | 19 | 19 | ||
Fiber Infrastructure | ||||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||||
Change in goodwill amount | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill [Line Items] | |
Goodwill at December 31, 2020 | $ 601,878 |
Goodwill at September 30, 2021 | 601,878 |
Fiber Infrastructure | |
Goodwill [Line Items] | |
Goodwill at December 31, 2020 | 601,878 |
Goodwill at September 30, 2021 | $ 601,878 |
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, 2021 | Dec. 31, 2020 |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Total intangible assets, Original Cost | $ 479,137 | $ 474,870 |
Less: accumulated amortization | (107,061) | (84,145) |
Total intangible assets, net | 372,076 | 390,725 |
Less: accumulated amortization | (10,695) | (2,200) |
Total intangible liabilities, net | 180,459 | 187,886 |
Customer Lists | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Original Cost | 416,104 | 416,104 |
Less: accumulated amortization | (100,144) | (82,989) |
Contracts | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Original Cost | 52,536 | 48,269 |
Less: accumulated amortization | (6,567) | (1,068) |
Underlying Rights | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Finite life intangible assets, Original Cost | 10,497 | 10,497 |
Less: accumulated amortization | (350) | (87) |
Below-market Leases | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Total intangible liabilities | 191,154 | 190,086 |
Less: accumulated amortization | $ (10,695) | $ (2,200) |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 10, 2020 |
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $ 5,055,000 | $ 4,965,000 | |
Less unamortized discount, premium and debt issuance costs | (81,826) | (148,476) | |
Notes and other debt less unamortized discount, premium and debt issuance costs | 4,973,174 | 4,816,524 | |
Senior Secured Notes - 6.00% Due April15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 550,000 | ||
Less unamortized discount, premium and debt issuance costs | (4,053) | ||
Senior Secured Notes - 7.875% Due February 15, 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 2,250,000 | 2,250,000 | |
Less unamortized discount, premium and debt issuance costs | (33,589) | (39,852) | |
Senior Secured Notes - 4.75% Due April15, 2028 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 570,000 | ||
Less unamortized discount, premium and debt issuance costs | (9,184) | ||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 1,110,000 | ||
Less unamortized discount, premium and debt issuance costs | (22,024) | ||
Senior Unsecured Notes - 4.00%, Due June 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 345,000 | 345,000 | |
Less unamortized discount, premium and debt issuance costs | (6,776) | (69,608) | |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 600,000 | 600,000 | |
Less unamortized discount, premium and debt issuance costs | (4,526) | (5,316) | |
Senior Unsecured Notes - 6.50%, Due February 15, 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 1,110,000 | ||
Less unamortized discount, premium and debt issuance costs | (21,721) | ||
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 180,000 | 110,000 | $ 560,500 |
Less unamortized discount, premium and debt issuance costs | $ (6,030) | $ (7,623) |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) $ in Thousands | Oct. 13, 2021 | Dec. 10, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 5,055,000 | $ 5,055,000 | $ 4,965,000 | |||||
Amortization of deferred financing costs | $ 4,200 | $ 3,900 | $ 12,400 | $ 11,400 | ||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated secured leverage ratio | 5.00% | 5.00% | ||||||
Consolidated total leverage ratio | 6.50% | 6.50% | ||||||
Maximum | Pro Forma | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated secured leverage ratio | 4.00% | 4.00% | ||||||
Senior Secured Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 560,500 | $ 180,000 | $ 180,000 | 110,000 | ||||
Debt instrument, maturity date | Dec. 10, 2024 | |||||||
Commitment fee percentage of average amount of unused commitments | 0.50% | |||||||
Commitment fee step-down percentage of average amount of unused commitments | 0.40% | |||||||
7.875% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 2,250,000 | $ 2,250,000 | $ 2,250,000 | |||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | 7.875% | |||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | ||||||
4.75% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 570,000 | $ 570,000 | ||||||
Issuance senior notes, stated percentage | 4.75% | 4.75% | ||||||
Debt instrument, maturity date | Apr. 15, 2028 | |||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 600,000 | $ 600,000 | $ 600,000 | |||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | 7.125% | |||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||||
6.50% Senior Unsecured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | ||||||
Issuance senior notes, stated percentage | 6.50% | 6.50% | ||||||
Debt instrument, maturity date | Feb. 15, 2029 | |||||||
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||||||
Debt instrument, maturity date | Jun. 15, 2024 | |||||||
6.00% Senior Unsecured Notes due 2030 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 700,000 | |||||||
Issuance senior notes, stated percentage | 6.00% | |||||||
Debt instrument, maturity year | 2030 | |||||||
Non Extended Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 60,500 | |||||||
Debt instrument, maturity date | Apr. 24, 2022 | |||||||
Non Extended Revolving Credit Facility | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||
Non Extended Revolving Credit Facility | Maximum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 5.25% | |||||||
Non Extended Revolving Credit Facility | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||
Non Extended Revolving Credit Facility | Minimum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.75% | |||||||
Extended Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 500,000 | |||||||
Debt instrument, maturity date | Dec. 10, 2024 | |||||||
Extended Revolving Credit Facility | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||
Extended Revolving Credit Facility | Maximum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||
Extended Revolving Credit Facility | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||||
Extended Revolving Credit Facility | Minimum | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | Senior Secured Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 180,000 | $ 180,000 | ||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | 7.875% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 2,250,000 | $ 2,250,000 | ||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | ||||||
Debt instrument, maturity year | 2025 | |||||||
Net leverage ratio | 5.75% | |||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | 4.75% Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 570,000 | |||||||
Issuance senior notes, stated percentage | 4.75% | 4.75% | ||||||
Debt instrument, maturity year | 2028 | |||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 600,000 | $ 600,000 | ||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||||||
Debt instrument, maturity date | Dec. 15, 2024 | |||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | 6.50% Senior Unsecured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | ||||||
Issuance senior notes, stated percentage | 6.50% | 6.50% | ||||||
Debt instrument, maturity date | Feb. 15, 2029 | |||||||
Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | Exchangeable Senior Notes - 4.00%, due June 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 345,000 | $ 345,000 | ||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||||||
Debt instrument, maturity date | Jun. 15, 2024 | |||||||
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 | $ 75,000 | ||||||
CSL Capital, LLC | Non Extended Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | 60,500 | $ 60,500 | ||||||
Debt instrument, maturity date | Apr. 24, 2022 | |||||||
CSL Capital, LLC | Extended Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amount | $ 500,000 | $ 500,000 | ||||||
Debt instrument, maturity date | Dec. 10, 2024 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to shareholders | $ 43,366 | $ 7,265 | $ 87,835 | $ (659,332) |
Less: Income allocated to participating securities | (283) | (229) | (864) | (853) |
Dividends declared on convertible preferred stock | (3) | (2) | (8) | (6) |
Net income (loss) attributable to common shareholders | $ 43,080 | $ 7,034 | $ 86,963 | $ (660,191) |
Denominator: | ||||
Basic weighted-average common shares outstanding | 233,513 | 198,054 | 232,269 | 194,278 |
Basic earnings (loss) per common share | $ 0.18 | $ 0.04 | $ 0.37 | $ (3.40) |
Numerator: | ||||
Net income (loss) attributable to shareholders | $ 43,366 | $ 7,265 | $ 87,835 | $ (659,332) |
Less: Income allocated to participating securities | (283) | (229) | (864) | (853) |
Dividends declared on convertible preferred stock | (3) | (2) | (8) | (6) |
Impact on if-converted dilutive securities | 2,984 | |||
Net income (loss) attributable to common shares | $ 46,064 | $ 7,034 | $ 86,963 | $ (660,191) |
Denominator: | ||||
Basic weighted-average common shares outstanding | 233,513 | 198,054 | 232,269 | 194,278 |
Effect of dilutive non-participating securities | 338 | 319 | 271 | |
Impact on if-converted dilutive securities | 30,570 | |||
Weighted-average shares for dilutive earnings per common share | 264,421 | 198,373 | 232,540 | 194,278 |
Dilutive earnings (loss) per common share | $ 0.17 | $ 0.04 | $ 0.37 | $ (3.40) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - Common Stock - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | |||
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 | 30,569,588 | 29,504,780 |
Non-Participating Securities | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 730,863 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | Jan. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting [Abstract] | |||
Number of reportable business segments | 4 | ||
Number of operating business segments | 2 | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 266,747 | $ 258,765 | $ 807,513 | $ 791,747 |
Adjusted EBITDA | 217,227 | 198,561 | 647,209 | 603,144 |
Interest expense | 94,793 | 102,791 | 341,762 | 388,427 |
Depreciation and amortization | 70,530 | 79,880 | 211,165 | 250,970 |
Other (income) expense, net | 4,472 | 3,098 | 14,569 | 12,186 |
Settlement expense | 650,000 | |||
Transaction related and other costs | 1,063 | 20,816 | 5,624 | 55,344 |
Gain on sale of real estate | (22,908) | (442) | (86,726) | |
Gain on sale of operations | (28,143) | |||
Stock-based compensation | 4,166 | 3,341 | 10,963 | 10,446 |
Income tax (benefit) expense | (2,244) | 2,801 | 283 | (7,650) |
Adjustments for equity in earnings from unconsolidated entities | 765 | 1,287 | 2,609 | 1,287 |
Net income (loss) | 43,682 | 7,455 | 88,819 | (671,140) |
Leasing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 199,485 | 182,370 | 590,478 | 552,042 |
Adjusted EBITDA | 194,303 | 181,103 | 577,937 | 545,792 |
Depreciation and amortization | 41,432 | 48,189 | 124,132 | 155,216 |
Fiber Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 67,262 | 76,395 | 217,035 | 232,942 |
Adjusted EBITDA | 27,556 | 25,419 | 86,716 | 81,453 |
Depreciation and amortization | 29,036 | 31,617 | 86,838 | 93,957 |
Tower | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 6,112 | |||
Adjusted EBITDA | 77 | |||
Depreciation and amortization | 783 | |||
Consumer CLEC | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 651 | |||
Adjusted EBITDA | (186) | (461) | ||
Depreciation and amortization | 791 | |||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (4,632) | (7,775) | (17,444) | (23,717) |
Depreciation and amortization | $ 62 | $ 74 | $ 195 | $ 223 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Oct. 14, 2021USD ($) | Oct. 13, 2021USD ($) | Sep. 30, 2021USD ($)Installment | Dec. 31, 2020USD ($) |
Commitments And Contingencies [Line Items] | ||||
Obligations under tax matters agreement | $ 0 | |||
Windstream | ||||
Commitments And Contingencies [Line Items] | ||||
Cash payment in equal installments emergence from bankruptcy | $ 490,100 | |||
Number of installments | Installment | 20 | |||
Percentage of committed purchase of assets | 9.00% | |||
First five quarterly cash payments to be made after emergence | $ 122,500 | |||
Agreement to invest growth capital improvements | 1,750,000 | |||
Growth Capital Improvements except maintenance or repair expenditures and expenditures towards cost incurred for fiber replacements | 70,000 | |||
Annual reimbursement commitment payments due year one through four | 225,000 | |||
Annual reimbursement commitment payments, due year five | 175,000 | |||
Annual reimbursement commitment payments, due year six | 175,000 | |||
Annual reimbursement commitment payments, due year seven through nine | 125,000 | |||
Growth capital improvements fund annual limit | 250,000 | |||
Growth capital improvements funded during the period | $ 84,700 | |||
Growth capital improvements reimbursement amount | 152,300 | |||
New lease, aggregate reimbursements made for certain growth capital improvements | 28,500 | |||
Windstream | Other Assets | ||||
Commitments And Contingencies [Line Items] | ||||
Lease incentive | 900 | |||
Windstream | Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Commitment amount | 265,300 | |||
Windstream | Subsequent Event | ||||
Commitments And Contingencies [Line Items] | ||||
Prepayment of settlement obligations under settlement agreement | $ 92,900 | |||
Windstream | 6.00% Senior Notes due 2030 | Subsequent Event | ||||
Commitments And Contingencies [Line Items] | ||||
Proceeds from senior notes used to prepayment of settlement obligations under settlement agreement | $ 78,000 | $ 78,000 | ||
Separate Equipment Loan Facilities | ||||
Commitments And Contingencies [Line Items] | ||||
Annual reimbursement commitment payments due year one through four | 225,000 | |||
Annual reimbursement commitment payments, due year five | 175,000 | |||
Annual reimbursement commitment payments, due year six | 175,000 | |||
Annual reimbursement commitment payments, due year seven through nine | $ 125,000 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | $ (2,141,658) | ||||
Balance at end of period attributable to common shareholders | $ (2,137,036) | (2,137,036) | |||
Accumulated other comprehensive loss at end of period | (11,984) | $ (23,155) | (11,984) | $ (23,155) | $ (20,367) |
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) | (30,353) | (30,353) | (23,442) | |
Other comprehensive loss before reclassifications | (7,713) | ||||
Amounts reclassified from accumulated other comprehensive income | 677 | ||||
Balance at end of period | (30,353) | (30,353) | (30,353) | (30,478) | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | (125) | ||||
Balance at end of period attributable to common shareholders | (30,353) | (30,353) | (30,353) | (30,353) | |
Interest Rate Swap Termination | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance at beginning of period attributable to common shareholders | 15,561 | 4,416 | 9,986 | ||
Amounts reclassified from accumulated other comprehensive income | 2,830 | 2,829 | 8,488 | 7,325 | |
Balance at end of period | 18,391 | 7,245 | 18,474 | 7,325 | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 22 | 47 | 105 | 127 | |
Balance at end of period attributable to common shareholders | $ 18,369 | $ 7,198 | $ 18,369 | $ 7,198 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) $ in Millions | Aug. 02, 2021USD ($)shares | Sep. 30, 2021shares | Dec. 31, 2020shares |
Schedule Of Capitalization Equity [Line Items] | |||
Common stock, shares issued | 234,495,000 | 231,262,000 | |
Op Units | |||
Schedule Of Capitalization Equity [Line Items] | |||
Common stock, shares issued | 2,528,199 | ||
Carrying value of units exchanged held by third parties | $ | $ 50.4 | ||
Percentage of units exchanged held by third parties | 73.00% | ||
Equity interest conversion ratio | 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Oct. 14, 2021 | Oct. 13, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Debt instrument amount | $ 5,055,000 | $ 4,965,000 | ||
Subsequent Event | 6.00% Senior Notes due 2030 | ||||
Subsequent Event [Line Items] | ||||
Debt instrument amount | $ 700,000 | |||
Issuance senior notes, stated percentage | 6.00% | |||
Debt instrument, maturity year | 2030 | |||
Debt instrument issued percent of principal amount | 100.00% | |||
Debt instrument, maturity date | Jan. 15, 2030 | |||
Effective interest rate | 6.00% | |||
Interest rate payment terms | Interest on the 2030 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2022 | |||
Debt instrument redemption price percentage | 100.00% | |||
Debt instrument aggregate principal amount remaining outstanding | 60.00% | |||
Non guarantor issuance approval period | 60 days | |||
Subsequent Event | 6.00% Senior Notes due 2030 | Redemption on or Prior to January 15, 2025 | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 40.00% | |||
Subsequent Event | 6.00% Senior Notes due 2030 | Redemption on or Prior to January 15, 2025 | Maximum | ||||
Subsequent Event [Line Items] | ||||
Debt instrument redemption price percentage | 106.00% | |||
Subsequent Event | 6.00% Senior Notes due 2030 | Redemption If Certain Changes of Control | ||||
Subsequent Event [Line Items] | ||||
Debt instrument redemption price percentage | 101.00% | |||
Windstream | Subsequent Event | 6.00% Senior Notes due 2030 | ||||
Subsequent Event [Line Items] | ||||
Proceeds from senior notes used to prepayment of settlement obligations under settlement agreement | $ 78,000 | $ 78,000 |