Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Uniti Group Inc. | ||
Entity Central Index Key | 0001620280 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 236,325,229 | ||
Entity Public Float | $ 1,514,665,270 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity File Number | 001-36708 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 46-5230630 | ||
Entity Address, Address Line One | 2101 Riverfront Drive | ||
Entity Address, Address Line Two | Suite A | ||
Entity Address, City or Town | Little Rock | ||
Entity Address, State or Province | AR | ||
Entity Address, Postal Zip Code | 72202 | ||
City Area Code | 501 | ||
Local Phone Number | 850-0820 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm ID | 185 | ||
Title of each class | Common Stock, $0.0001 Par Value | ||
Trading Symbol | UNIT | ||
Name of each exchange on which registered | NASDAQ | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to the 2022 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
PricewaterhouseCoopers LLP | |||
Document Information [Line Items] | |||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Little Rock, Arkansas | ||
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Property, plant and equipment, net | $ 3,508,939 | $ 3,273,353 |
Cash and cash equivalents | 58,903 | 77,534 |
Accounts receivable, net | 38,455 | 62,952 |
Goodwill | 601,878 | 601,878 |
Intangible assets, net | 364,630 | 390,725 |
Straight-line revenue receivable | 41,323 | 13,107 |
Other assets, net | 119,171 | 152,883 |
Investments in unconsolidated entities | 64,223 | 66,043 |
Deferred income tax assets, net | 11,721 | |
Assets held for sale | 93,343 | |
Total Assets | 4,809,243 | 4,731,818 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 144,223 | 146,144 |
Settlement payable (Note 16) | 239,384 | 418,840 |
Intangible liabilities, net | 177,786 | 187,886 |
Accrued interest payable | 109,826 | 95,338 |
Deferred revenue | 1,134,236 | 995,123 |
Derivative liability, net | 10,413 | 22,897 |
Dividends payable | 1,264 | 36,725 |
Deferred income tax liabilities, net | 10,540 | |
Finance lease obligations | 15,348 | 15,468 |
Contingent consideration | 2,957 | |
Notes and other debt, net | 5,090,537 | 4,816,524 |
Liabilities held for sale | 55,752 | |
Total liabilities | 6,923,017 | 6,804,194 |
Commitments and contingencies (Note 16) | ||
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: 234,779 shares at December 31, 2021 and 231,262 at December 31, 2020 | 23 | 23 |
Additional paid-in capital | 1,214,830 | 1,209,141 |
Accumulated other comprehensive loss | (9,164) | (20,367) |
Distributions in excess of accumulated earnings | (3,333,481) | (3,330,455) |
Total Uniti shareholders' deficit | (2,127,792) | (2,141,658) |
Noncontrolling interests: | ||
Operating partnership units | 13,893 | 69,157 |
Cumulative non-voting convertible preferred stock, $0.01 par value, 3 shares authorized, 1 issued and outstanding | 125 | 125 |
Total shareholders' deficit | (2,113,774) | (2,072,376) |
Total Liabilities and Shareholders' Deficit | $ 4,809,243 | $ 4,731,818 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 234,779,000 | 231,262,000 |
Common stock, shares outstanding | 234,779,247 | 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 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 1,100,522,000 | $ 1,067,041,000 | $ 1,057,611,000 |
Costs and Expenses: | |||
Interest expense, net | 446,296,000 | 497,128,000 | 390,112,000 |
Depreciation and amortization | 290,942,000 | 329,403,000 | 405,754,000 |
General and administrative expense | 101,176,000 | 104,975,000 | 102,900,000 |
Operating expense (exclusive of depreciation, accretion and amortization) | 146,869,000 | 159,337,000 | 160,024,000 |
Settlement expense (Note 16) | 650,000,000 | ||
Goodwill impairment (Note 3) | 71,000,000 | ||
Transaction related and other costs | 7,544,000 | 63,875,000 | 43,708,000 |
Gain on sale of real estate (Note 6) | (442,000) | (86,267,000) | (28,995,000) |
Gain on sale of operations (Note 6) | (28,143,000) | ||
Other expense (income), net | 18,553,000 | 11,703,000 | (31,463,000) |
Total costs and expenses | 982,795,000 | 1,801,154,000 | 1,042,040,000 |
Income (loss) before income taxes and equity in earnings from unconsolidated entities | 117,727,000 | (734,113,000) | 15,571,000 |
Income tax (benefit) expense | (4,916,000) | (15,203,000) | 4,663,000 |
Equity in earnings from unconsolidated entities | (2,102,000) | (98,000) | 0 |
Net income (loss) | 124,745,000 | (718,812,000) | 10,908,000 |
Net income (loss) attributable to noncontrolling interests | 1,085,000 | (12,511,000) | 326,000 |
Net income (loss) attributable to shareholders | 123,660,000 | (706,301,000) | 10,582,000 |
Participating securities' share in earnings | (1,077,000) | (1,078,000) | (549,000) |
Dividends declared on convertible preferred stock | (10,000) | (9,000) | (656,000) |
Amortization of discount on convertible preferred stock | (993,000) | ||
Net income (loss) attributable to common shareholders | $ 122,573,000 | $ (707,388,000) | $ 8,384,000 |
Earnings (loss) per common share (Note 14): | |||
Basic | $ 0.53 | $ (3.47) | $ 0.04 |
Diluted | $ 0.51 | $ (3.47) | $ 0.04 |
Weighted-average number of common shares outstanding | |||
Basic | 232,888 | 203,600 | 187,358 |
Diluted | 264,077 | 203,600 | 187,358 |
Leasing | |||
Revenues: | |||
Total revenues | $ 801,497,000 | $ 745,915,000 | $ 716,640,000 |
Costs and Expenses: | |||
Depreciation and amortization | 174,622,000 | 201,321,000 | 282,107,000 |
Fiber Infrastructure | |||
Revenues: | |||
Total revenues | 299,025,000 | 314,363,000 | 315,605,000 |
Costs and Expenses: | |||
Depreciation and amortization | 116,065,000 | 126,211,000 | 114,566,000 |
Goodwill impairment (Note 3) | $ 0 | 71,000,000 | 0 |
Tower | |||
Revenues: | |||
Total revenues | 6,112,000 | 14,693,000 | |
Costs and Expenses: | |||
Depreciation and amortization | 783,000 | 6,474,000 | |
Consumer CLEC | |||
Revenues: | |||
Total revenues | 651,000 | 10,673,000 | |
Costs and Expenses: | |||
Depreciation and amortization | $ 791,000 | $ 1,879,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 124,745 | $ (718,812) | $ 10,908 |
Other comprehensive income (loss): | |||
Unrealized loss on derivative contracts | (7,036) | (54,612) | |
Changes in foreign currency translation | (63) | ||
Interest rate swap termination | 11,317 | 10,155 | |
Other comprehensive income (loss) | 11,317 | 3,119 | (54,675) |
Comprehensive income (loss) | 136,062 | (715,693) | (43,767) |
Comprehensive income (loss) attributable to noncontrolling interest | 1,199 | (12,467) | (1,128) |
Comprehensive income (loss) attributable to common shareholders | $ 134,863 | $ (703,226) | $ (42,639) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - 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, 2018 | $ (1,493,203) | $ 18 | $ 757,517 | $ 30,105 | $ (2,373,218) | $ 92,375 | ||||
Beginning balance, value (ASU 2020-06) at Dec. 31, 2018 | $ (61,826) | $ (61,826) | ||||||||
Beginning balance, shares at Dec. 31, 2018 | 180,535,971 | |||||||||
Net income (loss) | 10,908 | 10,582 | 326 | |||||||
At-the-market issuance of common stock, net of offering costs | 21,641 | 21,641 | ||||||||
At-the-market issuance of common stock, net of offering, shares | 1,176,186 | |||||||||
Amortization of discount on convertible preferred stock | (993) | (993) | ||||||||
Other comprehensive income | (54,675) | (53,547) | (1,128) | |||||||
Common stock dividends declared | (69,403) | (69,403) | ||||||||
Distributions to noncontrolling interest | (1,329) | (1,329) | ||||||||
Exchange of noncontrolling interest | 6,540 | (6,540) | ||||||||
Exchange of noncontrolling interest, shares | 666,576 | |||||||||
Convertible preferred stock dividends | (875) | (875) | ||||||||
Equity settlement convertible preferred stock | 87,500 | $ 1 | 87,499 | |||||||
Equity settlement convertible preferred stock, shares | 8,677,163 | |||||||||
Payments related to tax withholding for stock-based compensation | (1,834) | (1,834) | ||||||||
Stock-based compensation | 10,808 | 10,808 | ||||||||
Stock-based compensation, shares | 357,066 | |||||||||
Equity settlement contingent consideration | 11,178 | 11,178 | ||||||||
Equity settled contingent consideration, in shares | 645,385 | |||||||||
Issuance of common stock - employee stock purchase plan | 884 | 884 | ||||||||
Issuance of common stock - employee stock purchase plan, in shares | 83,287 | |||||||||
Equity component value of exchangeable note issuance, net | 80,770 | 80,770 | ||||||||
Deferred tax liability related to exchangeable note issuance | (3,499) | (3,499) | ||||||||
Sale of common stock warrant | 50,819 | 50,819 | ||||||||
Payment for bond hedge option | (70,035) | (70,035) | ||||||||
Ending balance, value at Dec. 31, 2019 | (1,483,164) | $ 19 | 951,295 | (23,442) | (2,494,740) | 83,704 | ||||
Ending balance, shares at Dec. 31, 2019 | 192,141,634 | |||||||||
Net income (loss) | (718,812) | (706,301) | (12,511) | |||||||
Other comprehensive income | 3,119 | 3,075 | 44 | |||||||
Common stock dividends declared | (129,414) | (129,414) | ||||||||
Distributions to noncontrolling interest | (2,080) | (2,080) | ||||||||
Cumulative non-voting convertible preferred stock | 125 | $ 125 | ||||||||
Payments related to tax withholding for stock-based compensation | (1,097) | (1,097) | ||||||||
Stock-based compensation | 13,721 | 13,721 | ||||||||
Stock-based compensation, shares | 390,066 | |||||||||
Issuance of common stock - employee stock purchase plan | 676 | 676 | ||||||||
Issuance of common stock - employee stock purchase plan, in shares | 96,788 | |||||||||
Ending balance, value at Dec. 31, 2020 | (2,072,376) | $ 23 | 1,209,141 | (20,367) | (3,330,455) | 69,157 | 125 | |||
Ending balance, value (ASU 2020-06) at Dec. 31, 2020 | $ (45,310) | $ (59,908) | $ 14,598 | |||||||
Ending balance, shares at Dec. 31, 2020 | 231,261,958 | |||||||||
Settlement Common Stock | 244,550 | $ 4 | 244,546 | |||||||
Settlement Common Stock, shares | 38,633,470 | |||||||||
Net income (loss) | 124,745 | 123,660 | 1,085 | |||||||
Other comprehensive income | 11,317 | 11,203 | 114 | |||||||
Common stock dividends declared | (141,284) | (141,284) | ||||||||
Distributions to noncontrolling interest | (1,285) | (1,285) | ||||||||
Exchange of noncontrolling interest | 55,178 | (55,178) | ||||||||
Exchange of noncontrolling interest, shares | 2,768,199 | |||||||||
Payments related to tax withholding for stock-based compensation | (4,100) | (4,100) | ||||||||
Stock-based compensation | 13,847 | 13,847 | ||||||||
Stock-based compensation, shares | 674,140 | |||||||||
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 Dec. 31, 2021 | $ (2,113,774) | $ 23 | $ 1,214,830 | $ (9,164) | $ (3,333,481) | $ 13,893 | $ 125 | |||
Ending balance, shares at Dec. 31, 2021 | 234,779,247 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | |||
Common stock dividends declared per share | $ 0.60 | $ 0.60 | $ 0.37 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities | |||
Net income (loss) | $ 124,745 | $ (718,812) | $ 10,908 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 290,942 | 329,403 | 405,754 |
Amortization of deferred financing costs and debt discount | 18,122 | 36,955 | 42,779 |
Loss on debt extinguishment | 49,280 | 73,952 | |
Interest rate swap termination | 11,317 | 10,155 | |
Deferred income taxes | (6,467) | (13,891) | (11,428) |
Equity in earnings from unconsolidated entities | (2,102) | (98) | 0 |
Distributions of cumulative earnings from unconsolidated entities | 3,922 | 1,960 | |
Cash paid for interest rate swap settlement | (12,483) | (7,818) | |
Straight-line rental revenues | (41,239) | (6,872) | (208) |
Stock-based compensation | 13,847 | 13,721 | 10,808 |
Change in fair value of contingent consideration | 21 | 7,163 | (28,463) |
Goodwill impairment (Note 3) | 71,000 | ||
Gain on prepayment of settlement payable (Note 16) | (5,432) | ||
Gain on sale of real estate (Note 6) | (442) | (86,267) | (28,995) |
(Gain) loss on sale of operations | (28,143) | 2,242 | |
(Gain) loss on asset disposals | (213) | 1,796 | 6,891 |
Accretion of settlement payable | 16,901 | ||
Other | 124 | (297) | (435) |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 24,497 | 12,634 | 25,592 |
Other assets | 14,161 | (24,141) | 10,297 |
Accounts payable, accrued expenses and other liabilities | 27,799 | 37,850 | (3,260) |
Deferred revenue from prepaid rent - Bluebird transaction (Note 6) | 174,500 | ||
Settlement payable (Note 16) | 418,840 | ||
Net cash provided by operating activities | 499,157 | 157,233 | 616,982 |
Cash flow from investing activities | |||
Acquisition of businesses, net of cash acquired | (10,312) | ||
Asset acquisitions (Note 6) | (73,407) | (320,818) | |
Proceeds from sale of operations (Note 6) | 62,113 | 6,400 | |
Proceeds from sale of other equipment | 1,487 | ||
Proceeds from sale of real estate, net of cash | 1,034 | 391,885 | 130,429 |
Other capital expenditures | (385,855) | (317,084) | (350,480) |
Net cash (used in) provided by investing activities | (321,221) | 1,394 | (544,781) |
Cash flow from financing activities | |||
Repayment of debt | (2,260,000) | (2,044,728) | |
Proceeds from issuance of Notes | 2,380,000 | 2,250,000 | 345,000 |
Principal payment on debt | (21,080) | ||
Dividends paid | (141,371) | (135,676) | (138,731) |
Payments of settlement payable | (190,924) | ||
Payments of contingent consideration | (2,979) | (15,713) | (32,253) |
Borrowings under revolving credit facility | 310,000 | 170,000 | 139,000 |
Payments under revolving credit facility | (220,000) | (635,019) | (203,981) |
Finance lease payments | (2,019) | (3,702) | (4,257) |
Payments for financing costs | (27,660) | (50,875) | (49,497) |
Settlement Common Stock issuance (Note 20) | 244,550 | ||
Costs related to early repayment of debt | (36,486) | ||
Common stock issuance, net of costs | 21,641 | ||
Proceeds from sale of warrants | 50,800 | 50,819 | |
Payment for bond hedge option | (70,035) | ||
Distributions paid to noncontrolling interest | (1,700) | (2,322) | (3,046) |
Employee stock purchase plan | 672 | 676 | 883 |
Payments related to tax withholding for stock-based compensation | (4,100) | (1,097) | (1,834) |
Net cash (used in) provided by financing activities | (196,567) | (223,906) | 32,629 |
Effect of exchange rates on cash and cash equivalents | (43) | ||
Net (decrease) increase in cash and cash equivalents | (18,631) | (65,279) | 104,787 |
Cash and cash equivalents at beginning of period | 77,534 | 142,813 | 38,026 |
Cash and cash equivalents at end of period | 58,903 | 77,534 | 142,813 |
Non-cash investing and financing activities: | |||
Property and equipment acquired but not yet paid | 15,395 | 15,230 | 17,032 |
Tenant capital improvements | $ 139,012 | 102,396 | 164,742 |
Receipt of equity method investment value in exchange for assets | $ 67,904 | ||
Settlement of contingent consideration through non-cash consideration | $ 11,178 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business. On June 1, 2020, the Company completed the sale of its Uniti Towers business, and as of the end of the second quarter of 2020, the Company had substantially completed the wind down of its Consumer CLEC business. 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. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include all accounts of the Company and, its wholly-owned and/or controlled subsidiaries, including the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Consolidated Financial Statements of Uniti Group Inc. because the Company is the primary beneficiary. All material intercompany balances and transactions have been eliminated. ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined 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 Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2021 and 2020, the accumulated amortization of our finance lease assets was $18.4 million and $16.8 million, respectively. On April 24, 2015, we were separated and spun-off (the “Spin-Off”) from Windstream Holdings, Inc. (“Windstream Holdings” and together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”) pursuant to which Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) to Uniti. Certain property, plant and equipment acquired as part of our Spin-Off is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation begins once the construction period has ceased and the related asset is placed into service, and the asset will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject to triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. Tenant Capital Improvements Impairment of Long-Lived Assets Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income (Loss). The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2021 and 2020, our aggregate carrying amount of asset retirement obligations totaled $11.8 million and $10.7 million, respectively. During the years ended December 31, 2021 and 2020, we incurred liabilities of $0.4 million and $0.2 million related to asset retirement obligations, respectively. During the years ended December 31, 2021, 2020, and 2019, we recognized $1.5 million, $1.3 million, and $1.3 million of accretion expense related to asset retirement obligations, respectively. Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Note 8 Note 10 Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 1 2 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 connection with the offering of the Exchangeable Notes, Uniti Fiber Holdings Inc. entered into exchangeable note hedge transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers (as defined in Note 12) or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $ 16.42 per share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge Transactions and the Warrants meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Notes Hedge Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit . See Note 1 0 . Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives Foreign Currency Translation Transaction Related and Other Costs Settlement Expense As described in Note 16, on July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in an adversary proceeding against Uniti and certain of its affiliates. On March 2, 2020, Uniti and Windstream jointly announced that they agreed to the Settlement (as defined in Note 16) to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy, and on May 12, 2020, the Bankruptcy Court entered an order approving Windstream’s assumption of the Master Lease as part of the Settlement. As a result, during the second quarter of 2020, we estimated that $650.0 million of the consideration paid to Windstream should be classified as settlement of litigation, and therefore, recorded a $650.0 million charge. The charge represented our estimated fair value of the litigation settlement component of the Settlement. See Note 16. Debt Issuance Costs Revenue Recognition see Note 1 5 Leasing Leasing revenue represents the results from our leasing program, Uniti Leasing, which is engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis. See discussion in “Leases” in this Note 3 and Note 5. In connection with the Spin-Off, we entered into a long-term exclusive triple-net lease (the “Master Lease”) with Windstream , whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. In connection with Windstream’s emergence from bankruptcy, 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. See Note 5. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. 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 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 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. Dark fiber and associated maintenance services constitute a lease, and as such, revenue is recognized under the leasing 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 and revenue is recognized under the leasing guidance. When (i) a customer makes an advance payment or (ii) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise. vi. The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation. Towers The Towers segment represents the operations of our 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. 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 Services (“Talk America”), which provided local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers were 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. Commissions – Under Topic 606 and Topic 340, Other Assets and Deferred Costs We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by considering a variety of factors, such as the customer’s established credit rating, if available, and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical experience and economic expectations. We update our estimate of credit loss reserves quarterly, considering recent write-offs, collections information and underlying economic expectations. The allowance for credit losses is recorded in accounts receivable, net on our Consolidated Balance Sheets. At December 31, 2021 and 2020, our allowance for credit losses was $2.7 million and $2.9 million, respectively. Credit losses for the years ended December 31, 2021, 2020 and 2019 were $1.5 million, $1.8 million and $1.6 million, respectively. Straight-Line Revenue Receivable 61.5 (as described in Note 5), determining that it was probable that we would collect all future payments due to the company over the initial term of the Windstream Leases; therefore, we account for the Windstream Leases on a straight-line basis. Leases We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Consolidated Statements of Income (Loss) . From time to time we may enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception. ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term. Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. i. ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ii. The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. iii. Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received. Where we are the lessee, the ROU asset is initially measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Consolidated Statements of Income (Loss) in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in general and administrative and operating expense in our Consolidated Statements of Income (Loss). We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, the practical expedient in ASC Topic 842 has been applied to all combined components. We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2019-11, Leases (Topic 842): Target Improvements Land Easement Practical Expedient for Transition to Topic 842 Leases In connection with the adoption of ASC 842, we have recorded an adjustment to equity of $63.2 million, net of tax for the cumulative effect from a change in accounting standard. Of this amount, $61.5 million related to the write-off of the Master Lease straight-line revenue receivable, and $1.7 million relates to the establishment of the ROU assets and lease liabilities. Stock-Based Compensation equity classified awards, which are measured based on the fair value of the award on the date of the grant. The fair value of restricted stock-based payments is based on the market value of our common stock on the date of grant. The fair value of performance-based awards, which have performance conditions, is based on a Monte Carlo simulation. The fair value of all stock-based compensation is recognized over the period during which an employee is required to provide services in exchange for the award. See Note 1 3 . Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the restrictions imposed by our 7.875% senior secured notes due 2025 (see Note 12), 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, until we reduce our net leverage ratio. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized The Company is subject to restrictions on distributions to its shareholders based on our 7.875% senior secured notes due 2025. The restrictions permit the Company to make the minimum required distribution to maintain its status as a REIT, which is limited to 90% of our REIT taxable income, as estimated in good faith as of the date on which the first quarterly dividend for the relevant tax year is declared. The restrictions will remain in place until the Company’s net leverage ratio (as defined) is below 5.75 : 1.00. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $1.7 million recorded in deferred income taxes on our Consolidated Balance Sheet. The Company may be subject to state corporate level tax in a certain limited number of states on any built-in gain recognized from a sale of assets occurring within a ten-year five-year recognition period applicable for federal corporate level tax on any built-in gain recognized from a sale of assets occurring within five years after the Spin-Off expired in 2020 . Business Combinations and Asset Acquisitions Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the Consolidated Balance Sheets. Investments in Unconsolidated Entities our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 7. Goodwill As of December 31, 2021, and 2020, all of our goodwill is included in our Fiber Infrastructure segment. Goodwill is recognized for the excess of purchase price over the fair value of net assets of businesses acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350-20, Intangibles-Goodwill and Other , we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter. Application of the goodwill impairment test requires significant judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units. We performed our goodwill impairment analysis during the fourth quarter, and we concluded the implied fair value of our Fiber Infrastructure reporting unit approximates its carrying value. During the years ended December 31, 2021 and 2019, no impairment losses were recognized. During the year ended December 31, 2020, we performed our goodwill impairment analysis during the fourth quarter of 2020. As a result of increased capital expenditure investments in dark fiber and small cell projects and less than anticipated cash flow growth, we concluded that the fair value of the Fiber Infrastructure reporting unit, estimated using a combination of the income approach and market approach, is less that its carrying amount. Accordingly, we recorded a $ 71 million goodwill impairment in the Fiber Infrastructure reporting unit. We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying amount of a reporting unit's net assets is less than its |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 4. Revenues Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2021 2020 2019 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 86,915 $ 106,125 $ 125,983 Enterprise and wholesale 86,390 78,702 66,545 E-Rate and government 74,396 80,428 89,430 Other 3,272 4,341 2,402 Fiber Infrastructure $ 250,973 $ 269,596 $ 284,360 Leasing 4,449 1,420 - Consumer CLEC - 651 10,673 Total revenue from contracts with customers 255,422 271,667 295,033 Revenue accounted for under leasing guidance Leasing 797,048 744,495 716,640 Fiber Infrastructure 48,052 44,767 31,245 Towers - 6,112 14,693 Total revenue accounted for under leasing guidance 845,100 795,374 762,578 Total revenue $ 1,100,522 $ 1,067,041 $ 1,057,611 At December 31, 2021 and 2020, lease receivables were $19.4 million and $17.5 million, respectively, and receivables from contracts with customers were $14.7 Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the years ended December 31, 2021, 2020, and 2019, we recognized revenues of $13.2 million, $5.4 million, and $4.7 million, respectively that was included in the December 31, 2020, December 31, 2019, and December 31, 2018 contract liabilities balance, respectively. The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2020 $ 3,462 $ 18,601 Balance at December 31, 2021 $ 4,066 $ 9,099 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract assets primarily relate to costs incremental to obtaining contracts and contract liabilities primarily relate to deferred revenue from non-recurring charges. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of December 31, 2021, our future revenues (i.e. transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $445.3 1.8 y 5.8 years |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 5. Leases Lessor Accounting We lease communications towers, ground, communications equipment, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from less than one year to 35 years one year to 20 years one to six months The components of lease income for the years ended December 31, 2021 and 2020 are as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Lease income - operating leases $ 845,100 $ 795,374 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as of December 31, 2021 are as follows: (Thousands) December 31, 2021 (1) 2022 $ 755,658 2023 767,822 2024 769,220 2025 770,575 2026 772,204 Thereafter 3,020,118 Total lease receivables $ 6,855,597 (1) The underlying assets under operating leases where we are the lessor as of December 31, 2021 and 2020 are summarized as follows: (Thousands) December 31, 2021 December 31, 2020 Land 26,593 $ 26,596 Building and improvements 343,624 335,495 Poles 281,130 266,758 Fiber 3,278,276 2,994,465 Equipment 428 421 Copper 3,918,281 3,850,988 Conduit 89,859 89,773 Tower assets 1,397 1,397 Finance lease assets (1) 28,126 32,660 Other assets 10,649 10,425 7,978,363 7,608,978 Less: accumulated depreciation (5,391,479 ) (5,222,731 ) Underlying assets under operating leases, net $ 2,586,884 $ 2,386,247 (1) Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2021 and 2020 is summarized as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Depreciation expense for underlying assets under operating leases $ 178,348 $ 209,946 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation and dark fiber lease arrangements. We also have finance leases for dark fiber lease arrangements and other communications equipment. Our leases have initial lease terms ranging from less than one year to 30 years, most of which 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 As of December 31, 2021, we have short term lease commitments amounting to approximately $2.6 million, for colocation and dark fiber arrangements. The components of lease cost are presented within general and administrative expense and operating expense, while sublease income is presented within revenues in our Consolidated Statements of Income (Loss) for the years ended December 31, 2021 and 2020 are as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Finance lease cost Amortization of ROU assets $ 4,649 $ 3,702 Interest on lease liabilities 2,383 3,807 Total finance lease cost 7,032 7,509 Operating lease cost 18,886 24,080 Short-term lease cost 2,885 2,029 Variable lease cost 492 679 Less sublease income (12,752 ) (12,273 ) Total lease cost $ 16,543 $ 22,024 Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2021 and 2020 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2021 December 31, 2020 Operating leases ROU asset, net (1) Other assets, net $ 80,271 $ 97,850 ROU liability (2) Accounts payable, accrued expenses and other liabilities, net 57,349 71,483 Finance leases ROU asset, gross (3) Property, plant and equipment, net $ 72,284 $ 128,098 ROU liability (4) Finance lease obligations 15,348 48,724 Weighted-average remaining lease term Operating leases 9.4 years 12.2 years Finance leases 12.8 years 13.3 years Weighted-average discount rate Operating leases 8.6 % 9.9 % Finance leases 10.6 % 8.0 % (1) (2) (3) (4) Other information related to leases as of December 31, 2021 and 2020 are as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 2,383 $ 3,807 Operating cash flows for operating leases 22,471 28,485 Financing cash flows for finance leases 2,019 3,702 Non-cash items: New operating leases and remeasurements, net $ 15,230 $ 2,681 New finance leases - 31 Future lease payments under non-cancellable leases as of December 31, 2021 are as follows: (Thousands) Operating Leases Finance Leases 2022 $ 14,348 $ 2,329 2023 12,381 2,285 2024 10,087 2,083 2025 7,504 2,021 2026 4,918 2,021 Thereafter 36,283 14,702 Total undiscounted lease payments $ 85,521 $ 25,441 Less: imputed interest (28,172 ) (10,093 ) Total lease liabilities $ 57,349 $ 15,348 Future sublease rentals as of December 31, 2021 are as follows: (Thousands) Sublease Rentals 2022 $ 9,542 2023 9,558 2024 9,661 2025 9,748 2026 9,833 Thereafter 133,585 Total $ 181,927 Windstream Leases On September 18, 2020, in connection with Windstream’s emergence from bankruptcy and the implementation of the Settlement with Windstream described in Note 16 below, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases that each expire on April 30, 2030 (collectively, the “Windstream Leases”), which Windstream Leases amended and restated the Master Lease in its entirety. The Windstream Leases consist of two leases: (a) a master lease (the “ILEC MLA”) that governs Uniti owned assets used for Windstream’s incumbent local exchange carrier (“ILEC”) operations and (b) a master lease (the “CLEC MLA”) that governs Uniti owned assets used for Windstream’s competitive local exchange carrier (“CLEC”) operations. The aggregate initial annual rent under the Windstream Leases is equal to the annual rent under the Master Lease previously in effect. The tenants under the ILEC MLA are Windstream Holdings II, LLC (“Windstream Holdings II,” successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (“Windstream Services II,” successor in interest to Windstream Services LLC), and certain subsidiaries and/or newly formed affiliated entities operating the ILECs, and the landlords under the ILEC MLA are the Uniti entities that own the applicable ILEC assets. Similarly, the tenants under the CLEC MLA are Windstream Holdings II, Windstream Services II, and certain subsidiaries and/or newly formed affiliated entities operating CLECs, and the landlords under the CLEC MLA are the Uniti entities that own the CLEC assets. The Windstream Leases contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is the tenant under both of the Windstream Leases and unless and until the landlords under the ILEC MLA are different from the landlords under the CLEC MLA. The Windstream Leases permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the Windstream Leases, together or separately, so long as Uniti does not transfer interests in either Windstream Lease to a Windstream competitor. In addition, the Windstream Leases impose certain financial restrictions on Windstream if Windstream fails to maintain certain financial covenants. Windstream covenants not to incur certain indebtedness (other than certain refinancing in a principal amount that does not exceed the sum of the principal amount of the indebtedness refinanced, the accrued and unpaid interest on such indebtedness refinanced and any other amounts owing thereon and any customary costs incurred in connection with such refinancing or drawings under its third party syndicated revolving credit facility, in an amount not to exceed $750 million) if its total leverage ratio, pro forma for the incurrence of such indebtedness, would exceed 3.00:1:00. Further, Windstream covenants not to incur certain additional indebtedness, pay dividends, repurchase stock or prepay unsecured debt, or enter into a transaction with an entity controlled by a member of the board without Uniti’s consent if Windstream’s total leverage ratio exceeds 3.50:1.00. Notwithstanding the foregoing, the financial covenants described herein shall not apply at any time in which Windstream maintains a corporate family rating of not less than “B2” by Moody’s and either “B” by Standard & Poor’s or “B” by Fitch Ratings. Pursuant to the Windstream Leases, Windstream (or any successor tenant under a Windstream Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term value accretive fiber and related assets made by Windstream (or the applicable tenant under the Windstream Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements”). Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) were limited to $ 125 million in 2020 and are limited to $ million per year in 202 1 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, Uniti’s combined total obligation to fund Growth Capital Improvements may exceed $250 million to the extent of any unfunded excess amounts from calendar year 2020. Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease will increase by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement. The Rent Rate will thereafter increase to 100.5% of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either Windstream Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $20 million per year. If Uniti fails to any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the Leases, and such failure continues for thirty (30) days, then such un amounts may be applied as an offset against the rent owed by Windstream under the Leases (and such amounts will thereafter be treated as if Uniti had ed them). Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of GCI commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the Windstream Leases. Interest on these loans will accrue at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will receive a first-lien security interest in the equipment purchased with the loans. No such loans have been made to Windstream as of December 31, 2021. The Windstream Leases provide, and the Master Lease provided, that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacement to the Distribution Systems, including without limitation, the replacement of copper distribution systems with fiber distribution systems, automatically become property of Uniti upon their construction by Windstream. We receive non-monetary consideration related to TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as real estate investments and deferred revenue. We depreciate the real estate investments over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. TCIs exclude Growth Capital Improvements as an when reimbursed by Uniti. During the year ended December 31, 2021, Uniti reimbursed $221.5 million of Growth Capital Improvements, of which $28.5 million, as allowed for under the Settlement, represented the reimbursement of capital improvements completed in 2020 that were previously classified as TCIs. Upon reimbursement, the Company reduced the unamortized portion of deferred revenue related to these capital improvements and capitalized the difference between the cash provided to Windstream and the unamortized deferred revenue as a lease incentive. This lease incentive, which is $0.9 million and reported within other assets on our Consolidated Balance Sheet as of December 31, 2021, will be amortized against revenue over the initial term of the Windstream Leases. Subsequent to December 31, 2021, Windstream requested and we reimbursed $13.4 million of qualifying Growth Capital Improvements that were reported as TCIs as of December 31, 2021. As of the date of this Annual Report on Form 10-K, we have reimbursed a total of $319.6 million of Growth Capital Improvements. |
Business Combinations, Asset Ac
Business Combinations, Asset Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations, Asset Acquisitions and Dispositions | Note 6. Business Combinations, Asset Acquisitions and Dispositions 2021 Transactions 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 annually from Everstream over the initial 20-year term of the IRU lease agreements, subject to an annual escalator of 2%. During the quarter ended June 30, 2021, we recorded a gain of $28.1 million related to this transaction, which is included in gain on sale of operations in our Consolidated Statements of Income (Loss). (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 the Settlement Agreement ( see Note 1 6 ), Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)) 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 1 6 (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 $ 69.8 million of intangible assets acquired, $ 59.3 8 10.5 30 19 27.6 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 7). During the third quarter of 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, 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 7), and will receive incremental earn-out payments, estimated to be $1.6 million, which is included in other assets on the Consolidated Balance Sheet as of December 31, 2021. During the second quarter of 2020, we recorded a gain of $63.4 million related to this transaction. 2019 Transactions Bluebird Network, LLC On August 30, 2019, the Company closed on its operating company/property company (“OpCo-PropCo”) transaction with MIP to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets division of Macquarie Group. Bluebird’s network consists of approximately 178,000 fiber strand miles in the Midwest across Missouri, Kansas, Illinois and Oklahoma. In the transaction, Uniti purchased the Bluebird fiber network and MIP purchased the Bluebird operations. In addition, Uniti sold Uniti Fiber’s Midwest operations to MIP, while Uniti retains its existing Midwest fiber network. Uniti acquired the fiber network of Bluebird for $320.8 million, which included transaction costs of $1.8 million. Uniti funded $175 million in cash and $144 million from pre-paid rent received from MIP at closing. The pre-paid rent is recorded within deferred revenue on our Consolidated Balance Sheet. In connection with the sale of the Company’s Midwest operations, we received total upfront cash of approximately $37 million, including related pre-paid rent received from MIP at closing. Concurrently with the closing of these transactions, Uniti has leased the Bluebird fiber network and its Midwest fiber network on a combined basis to MIP, under a long-term triple net lease (the “Bluebird Lease”). The Bluebird Lease is reported within the results of our Leasing segment. The Midwest operations that were sold to MIP were previously reported in our Fiber Infrastructure segment. The acquisition of the Bluebird network was accounted for as an asset acquisition. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 139,566 Intangible assets 175,401 Other assets 8,946 Accounts payable, accrued expenses and other liabilities (3,095 ) Total purchase consideration $ 320,818 Acquired right of use assets and liabilities of $8.9 million and $3.1 million are recorded within other assets, net and accounts payable, accrued expenses and other liabilities, net on our Consolidated Balance Sheets, respectively. Of the $175.4 million of intangible assets acquired, $124.7 million is related to rights of way (30 year life) and $50.7 million is related to an in-place lease (20 year life). The Company determined the useful life of the rights of way intangible asset by aligning the useful life of the intangible with that of the underlying fiber assets acquired. The in-place lease will be amortized over the initial 20-year lease term. Upon the sale of our Midwest operations, we recognized an approximately $2.2 million net loss, which is recorded within other (income) expense on the Consolidated Statements of Income (Loss). This loss included the allocation of approximately $2.2 million of goodwill. See Note 11. Sale of Ground Lease Portfolio On May 23, 2019, the Company completed the sale of substantially all of its U.S. ground lease business. During second quarter of 2019, we received cash consideration of $30.7 million resulting in a pre-tax gain of $5.0 million. We sold an additional ground lease during the third quarter of 2019, receiving cash consideration of $2.9 million. Sale of Latin American Tower Portfolio On April 2, 2019, the Company completed the sale of the Uniti Towers’ Latin America business (“LATAM”) to an entity controlled by Phoenix Towers International for cash consideration of $101.6 million resulting in a pre-tax gain of $23.8 million. JKM Consulting Inc. (M2 Connections) On March 25, 2019, we acquired 100% of the outstanding equity of JKM Consulting Inc. d/b/a M 2 2 M 2 is a dark fiber and internet access provider primarily to educational institutions in Alabama. This acquisition strengthens Uniti Fiber’s relationships with new E-Rate customers. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill of $1.7 million within our Fiber Infrastructure segment. See Note 1 5 2 |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Note 7. Investment in Unconsolidated Entities As of December 31, 2021, the Company had an aggregate investment of $64.2 million in its equity method unconsolidated entities, which included a 42% interest in Fiber Holdings and approximately a 7% interest in Harmoni. Fiber Holdings Fiber Holdings was primarily established to develop fiber networks as real estate property for long-term investment. Fiber Holdings has a 47.5% ownership in the Propco that is under a long-term, triple net lease with our joint venture partner. Our ownership interest in Fiber Holdings represents approximately a 20% economic interest in the Propco. The Company’s current investment and maximum exposure to loss as a result of its involvement with was approximately $39.9 million as of December 31, 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 because the Company lacks the power to direct the activities that most significantly impact its economic performance. The Company’s current investment and maximum exposure to loss as a result of its involvement with Harmoni was approximately $24.3 million as of December 31, 2021. The Company has not provided financial support to Harmoni. We provide transition services to Harmoni in exchange for fees and reimbursements. Total transition service fees earned in connection with Harmoni were $0.3 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively, which is included in operating expense on a net basis in our Consolidated Statements of Income (Loss). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 8. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative instruments, contingent consideration, our outstanding notes and other debt, and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at December 31, 2021 and 2020: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2021 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,351,576 $ — $ 2,351,576 $ — Senior secured notes - 4.75%, due April 15, 2028 560,857 — 560,857 — Senior unsecured notes - 6.50%, due February 15, 2029 1,087,844 — 1,087,844 — Senior unsecured notes - 6.00%, due January 15, 2030 659,992 — 659,992 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 453,104 — 453,104 — Senior secured revolving credit facility, variable rate, due December 10, 2024 199,980 — 199,980 — Derivative liability, net 10,413 — 10,413 — Settlement payable 254,725 — 254,725 — Total $ 5,578,491 $ — $ 5,578,491 $ — (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 - 7.875%, due February 15, 2025 $ 2,410,313 $ — $ 2,410,313 $ — Senior secured notes - 6.00%, due April 15, 2023 561,000 — 561,000 — 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 — Derivative liability, net 22,897 — 22,897 — Settlement payable 418,840 — 418,840 — 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 Notes and other debt was $5.18 billion at December 31, 2021, with a fair value of $5.31 billion. The estimated fair value of the 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 instruments are carried at fair value. See Note 10. The fair value of our interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both Uniti 's own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative instruments fall within Level 2 of the fair value hierarchy; however, the associated credit valuation adjustments utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by the Company and its counterparties. As of December 31, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative instruments valuation in Level 2 of the fair value hierarchy. Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes (see Note 12) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information, quoted market prices, and current market rates for similar convertible debt instruments. Uniti is required to make a $490.1 million cash payment to Windstream in equal installments over 20 consecutive quarters beginning October 2020, which was the first month after Windstream’s emergence (the “Settlement Payable”) (see Note 16). 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 $239.4 million and is reported as settlement payable on our Consolidated Balance Sheet at December 31, 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 year ended December 31, 2020, we paid $15.7 million for the achievement of certain milestones in accordance with the Tower Cloud merger agreement. Changes in the fair value of contingent consideration will be recorded in our Consolidated 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 year ended December 31, 2020, there was a $7.2 million increase in the fair value of the contingent consideration that was recorded in Other (income) expense on the Consolidated Statements of Income (Loss). The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2020 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2021 Contingent consideration $ 2,957 $ — $ 22 $ (2,979 ) $ - |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 9. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives (1) December 31, 2021 December 31, 2020 Land Indefinite $ 28,449 $ 27,945 Building and improvements 3 - 40 years 359,980 351,305 Poles 30 years 281,130 266,758 Fiber 30 years 4,107,519 3,737,372 Equipment 5 - 7 years 331,761 298,912 Copper 20 years 3,918,281 3,850,987 Conduit 30 years 89,859 89,773 Tower assets 20 years 8,544 8,571 Finance lease assets See Note 3 72,284 74,103 Construction in progress See Note 3 27,366 47,086 Other assets 15 - 20 years 10,652 10,553 Corporate assets 3 - 7 years 14,326 13,475 9,250,151 8,776,840 Less accumulated depreciation (5,741,212 ) (5,503,487 ) Property, plant and equipment, net $ 3,508,939 $ 3,273,353 (1) Finance lease assets above represent fiber leases, where we have the exclusive, unrestricted, and indefeasible right to use one, a pair, or more strands of fiber of a fiber cable. Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $261.2 million, $ 301.2 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 10. 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 term loan facility. These interest rate swaps were designated as cash flow hedges and have a notional value of $2.00 billion and mature on October 24, 2022 As result of the repayment of the Company’s term loan facility in February of 2020 (see Note 12), 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 Consolidated Balance Sheets. The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2021 were as follows: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Recognized Assets or Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets Assets Interest rate swaps $ 10,788 $ (10,788 ) $ - Total $ 10,788 $ (10,788 ) $ - Liabilities Interest rate swaps $ 21,201 $ (10,788 ) $ 10,413 Total $ 21,201 $ (10,788 ) $ 10,413 The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2021 December 31, 2020 Interest rate swaps Derivative liability, net $ 10,413 $ 22,897 As of December 31, 2021, all of the interest rate swaps were valued in net unrealized loss positions and recognized as a liability balance within the derivative liability, net on the Consolidated Balance Sheets . The amount reclassified out of other comprehensive income into interest expense on our Consolidated Statements of Income (Loss) for the year ended December 31, 2021 was $11.3 million. As of December 31, 2020, all of the interest rate swaps were valued in net unrealized loss positions and recognized as a liability balance within the derivative liability, net on the Consolidated Balance Sheets. As hedge accounting is no longer applied beginning in February 2020, the unrealized loss amounts are now being recorded directly to earnings. For the year ended December 31, 2020, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments prior to the February 2020 discontinuance of hedge accounting was $7.7 million. our Consolidated Statements of Income 2020 and 2019 was $ million interest expense and $ 3.3 million interest benefit , respectively. For the year ended December 31, 2019 , there was no ineffective portion of the change in fair value derivatives. During the next twelve months, beginning January 1, 2022, we estimate that $9.2 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 1 The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber Holdings Inc. with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. Uniti Fiber Holdings Inc. used approximately $70.0 million of the net proceeds from the offering of the Exchangeable Notes to pay the cost of the Note Hedge Transactions. The Note Hedge Transactions meet certain accounting criteria under GAAP and are recorded in additional paid-in capital on our Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. Warrant Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the exercise by the Initial Purchasers of their option to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties Warrants to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of approximately $16.42 per share. The maximum number of shares of the Company’s common stock that could be issued pursuant to the Warrants is approximately 55.5 million. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). If the market value per share of the Company’s common stock, as measured under the Warrants, at the time of exercise exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants will expire over a period beginning in September 2024. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $50.8 million from the offering and sale of the Warrants. The Warrants meet certain accounting criteria under GAAP, and are recorded in additional paid-in capital on our Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 11. Goodwill and Intangible Assets As part of the transaction with Everstream (see Note 6), we reclassified the associated assets and liabilities held for sale, including $17.8 million of goodwill and $10.7 million of intangible assets as of December 31, 2020. Changes in the carrying amount of goodwill occurring during the year ended December 31, 2021 and 2020 , are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2019 $ 690,672 $ 690,672 Goodwill impairment (Note 3) (71,000 ) (71,000 ) Goodwill reclassified to held for sale (17,794 ) (17,794 ) Goodwill at December 31, 2020 601,878 601,878 Goodwill at December 31, 2021 $ 601,878 $ 601,878 The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2021 December 31, 2020 Cost Accumulated Amortization Cost Accumulated Amortization Finite life intangible assets: Customer lists $ 416,104 $ (105,861 ) $ 416,104 $ (82,989 ) Contracts 52,536 (8,209 ) 48,269 (1,068 ) Underlying rights 10,497 (437 ) 10,497 (87 ) Total intangible assets $ 479,137 $ 474,870 Less: accumulated amortization (114,507 ) (84,145 ) Total intangible assets, net $ 364,630 $ 390,725 Finite life intangible liabilities: Acquired below-market leases $ 191,154 $ (13,368 ) $ 190,086 $ (2,200 ) Total intangible liabilities 191,154 190,086 Less: accumulated amortization (13,368 ) (2,200 ) Total intangible liabilities, net $ 177,786 $ 187,886 As of December 31, 2021, the remaining weighted average amortization period of the Company’s intangible assets was 14.9 years. Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $29.8 million, $28.2 million and As part of the Asset Purchase Agreement, we recognize the amortization of below-market leases in revenue. Revenue related to the amortization of the below-market leases for the year ended December 31, 2021 was $10.7 million. We recognized no revenue from intangible liabilities for the years ended December 31, 2020, and 2019, respectively. As of December 31, 2021, the remaining weighted average amortization period of the Company’s intangible liabilities was 17.9 years. Revenue due to the amortization of the below-market leases is estimated to be $10.7 million in 2022, $10.7 million in 2023, $10.7 million in 2024, $10.7 million in 2025, and $10.7 million in 2026. |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 12. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2021 December 31, 2020 Principal amount $ 5,175,000 $ 4,965,000 Less unamortized discount, premium and debt issuance costs (84,463 ) (148,476 ) Notes and other debt less unamortized discount and debt issuance costs $ 5,090,537 $ 4,816,524 Notes and other debt at December 31, 2021 and 2020 consisted of the following: December 31, 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 (31,411 ) 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 (8,886 ) - - Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) - - 1,110,000 (22,024 ) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 4.77%) 345,000 (6,187 ) 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 (5,316 ) Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%) 1,110,000 (20,797 ) - - Senior unsecured notes - 6.00%, due January 15, 2030 (discount is based on imputed interest rate of 6.27%) 700,000 (11,689 ) - - Senior secured revolving credit facility, variable rate, due December 10, 2024 200,000 (5,493 ) 110,000 (7,623 ) Total $ 5,175,000 $ (84,463 ) $ 4,965,000 $ (148,476 ) At December 31, 2021, notes and other debt included the following: (i) $200.0 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 (hereinafter, 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 April 15, 2028 (the “2028 Secured Notes”); (iv) $1.11 billion aggregate principal amount of 6.50% Senior Unsecured Notes due February 15, 2029 (the “2029 Notes”); (v) $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes”); and (vi) $700.0 million aggregate principal amount of 6.00% Senior Secured Notes due January 15, 2030 (the “2030 Notes” and collectively with the 2025 Secured Notes, 2028 Secured Notes, 2029 Notes and the Exchangeable Notes, the “Notes”). Until our net leverage ratio is below 5.75:1.00, our 2025 Secured Notes 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. Credit Agreement The Borrowers are party to the Credit Agreement, which after the Seventh Amendment (as defined below) as of December 31, 2021, 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, upon receipt of routine regulatory approvals, 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 December 31, 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 June 24, 2019, we entered into an amendment (the “Fifth Amendment”) to our Credit Agreement to extend the maturity date of $575.9 million of commitments under the Revolving Credit Facility to April 24, 2022 and to pay down approximately $101.6 million of outstanding revolving loans and terminate the related commitments. The maturity date of approximately $72.4 million of other commitments was not extended. On June 28, 2019, the Company repaid approximately $174.0 million in total borrowings, which consisted of the $101.6 million required repayment pursuant to the Fifth Amendment and $72.4 million of non-extended borrowings, thereby terminating the non-extended commitments. As a result, all remaining $575.9 million of commitments will terminate on April 24, 2022, at which time all outstanding borrowings must be repaid. The Company used a portion of the net proceeds from the offering of Exchangeable Notes described below to fund the repayments. On February 10, 2020, we received a limited waiver from our lenders under our Credit Agreement, waiving an event of default related solely to the receipt of a going concern opinion from our auditors for our 2019 audited financial statements. The limited waiver was issued in connection with an amendment (the “Sixth Amendment”) to our Credit Agreement. 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, subject to certain conditions, 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. We are required to pay a quarterly commitment fee under the Revolving Credit Facility equal to 0.50 % of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40 % per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to eurodollar borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter . The Notes Secured Notes The Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber Holdings Inc. (collectively, the “Issuers”), have outstanding $2.25 billion aggregate principal amount of the 2025 Secured Notes, which were issued on February 10, 2020. The 2025 Secured Notes mature on February 15, 2025 and bear interest at a rate of 7.875% per year. Interest on the 2025 Secured Notes is payable on February 15 and August 15 of each year. On April 20, 2021, the Borrowers issued $570 million aggregate principal amount of the 2028 Secured Notes (together with the 2025 Secured Notes, the “Secured Notes”) and used the net proceeds from the offering to fund the redemption in full of the $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “2023 Secured Notes”) on May 6, 2021. During the three months ended June 30, 2021, we recognized a $4.3 million loss on the extinguishment of the 2023 Secured Notes within interest expense, net on the Condensed Consolidated Statements of Income (Loss), which included $1.3 million of non-cash interest expense for the write off of the unamortized discount and deferred financing costs and $3.0 million of cash interest expense for the redemption premium. The 2028 Secured Notes mature on April 15, 2028 and bear interest at a rate of 4.750% per year. Interest on the 2028 Secured Notes is payable on April 15 and October 15 of each year. The Secured Notes and the related guarantees are secured by liens on substantially all of the assets of the issuers and guarantors thereto, which assets also ratably secure obligations under the senior secured credit facilities, in each case, subject to certain exceptions and permitted liens. The collateral does not include real property (below a specified threshold of value), but includes certain fixtures and other equipment as well as cash that we receive pursuant the Windstream Leases. The indentures governing the Secured Notes contain 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 to pay dividends or other amounts to the Borrowers or Issuers, as applicable. These covenants are subject to a number of limitations, qualifications and exceptions. Further, until our net leverage ratio is below 5.75 : 1.00, the 2025 Secured Notes 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. The indentures governing the Secured Notes also contain customary events of default. As of December 31, 2021, the Company was in compliance with all of the covenants under the indentures governing the Secured Notes. Senior Unsecured Notes On February 2, 2021, the Borrowers issued $1.11 billion aggregate principal of the 2029 Notes and used the net proceeds to fund the tender offer and subsequent redemption of all outstanding 8.25% Senior Unsecured Notes due October 15, 2023 (the “2023 Notes”). During the year ended December 31, 2021, we recognized a $39.1 million loss on the tendered 2023 Notes within interest expense, net on the Consolidated Statements of Income (Loss), which included $21.5 million of non-cash interest expense for the write off of the unamortized discount and deferred financing costs and $17.6 million of cash interest expense for the tender premium. The 2029 Notes mature on February 15, 2029 and bear interest at a rate of 6.50% per year. Interest on the 2029 Notes is payable on February 15 and August 15 of each year. On October 13, 2021, the Issuers issued $700.0 million aggregate principal amount of the 2030 Senior (together with the 2029 Notes, the “Senior Unsecured Notes”) and used the net proceeds to fund redemption in full of the $600.0 million 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”) on December 15, 2021. During the year ended December 31, 2021, we recognized a $5.9 million loss on the extinguishment of the 2024 Notes within interest expense, net on the Consolidated Statements of Income (Loss), which included $1.8 million of non-cash interest expense for the write off of the unamortized discount and deferred financing costs and $4.1 million of cash interest expense for the redemption premium. 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 16. 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 indentures governing the Senior Unsecured Notes contain 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 to pay dividends or other amounts to the Issuers or Borrowers, as applicable. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indentures governing the Senior Unsecured Notes also contain customary events of default. As of December 31, 2021, the Company was in compliance with all of the covenants under the indentures governing the Senior Unsecured Notes. The 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 Borrowers or Issuers, as applicable) that guarantees indebtedness under the Company’s senior secured credit facilities. 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 Notes. The Exchangeable Notes On June 28, 2019, Uniti Fiber Holdings Inc., a subsidiary of the Company, issued $345 million aggregate principal amount of the Exchangeable Notes. The Exchangeable Notes are senior unsecured notes and are guaranteed by the Company and each of the Company’s subsidiaries (other than Uniti Fiber Holdings Inc.) that is an issuer, obligor or guarantor under the Company’s Notes. The Exchangeable Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The Exchangeable Notes are exchangeable into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber Holdings Inc.’s election, subject to limitations under the Company's Credit Agreement. The Exchangeable Notes will mature on June 15, 2024, unless earlier exchanged, redeemed or repurchased. Uniti Fiber Holdings Inc. issued the Exchangeable Notes pursuant to an indenture, dated as of June 28, 2019 (the “Indenture”), among Uniti Fiber Holdings Inc., the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Prior to the close of business on the business day immediately preceding March 15, 2024, the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods described in the Indenture, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the Indenture into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber Holdings Inc.’s election, subject to limitations under the Company's Credit Agreement. The exchange rate is initially 80.4602 shares of the Company’s common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $12.43 per share of the Company’s common stock). The exchange rate is subject to adjustment in some circumstances as described in the Indenture. In addition, following certain corporate events that occur prior to the maturity date or Uniti Fiber Holdings Inc.’s delivery of a notice of redemption, Uniti Fiber Holdings Inc. will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such corporate event or notice of redemption, as the case may be. If Uniti Fiber Holdings Inc. or the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require Uniti Fiber Holdings Inc. to repurchase for cash all or part of their Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. Uniti Fiber Holdings Inc. may redeem all or a portion of the Exchangeable Notes, at any time, at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, if the Company’s board of directors determines such redemption is necessary to preserve the Company's status as a real estate investment trust for U.S. federal income tax purposes. Uniti Fiber Holdings Inc. may not otherwise redeem the Exchangeable Notes prior to June 20, 2022. On or after June 20, 2022 and prior to the 42nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of the Company’s common stock has been at least 130% of the exchange price for the Exchangeable Notes for certain specified periods, Uniti Fiber Holdings Inc. may redeem all or a portion of the Exchangeable Notes at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. On June 28, 2019, Uniti Fiber Holdings Inc., the Company and Barclays Capital Inc., on behalf of the initial purchasers involved in the offering of the Exchangeable Notes (the “Initial Purchasers”), entered into a registration rights agreement with respect to the Company’s common stock deliverable upon exchange of the Exchangeable Notes (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company has agreed to file a shelf registration statement to register the resale of the common stock of the Company deliverable upon exchange of the Exchangeable Notes. The Company agreed to use its commercially reasonable efforts to cause such shelf registration statement to become effective on or prior to the 365th day after the issue date of the Exchangeable Notes. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which was recognized as a debt discount, represents the difference between the proceeds from the issuance of the Exchangeable Notes and the fair value of the liability component of the Exchangeable Notes. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. Debt issuance costs related to the Exchangeable Notes were comprised of commissions payable to the Initial Purchasers of $10.4 million and third-party costs of approximately $1.4 million. In accounting for the debt issuance costs related to the issuance of the Exchangeable Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Exchangeable Notes balance on our Consolidated Balance Sheets. These costs are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes. Debt issuance costs of $2.9 million attributable to the equity component are netted with the equity component in stockholders’ equity, which netted to $80.8 million. 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 $ 15.8 million. Approximately $ 14.6 million of cumulative effect of adoption was recognized to the opening balance of retained earnings as of January 1, 2021. See Note 3. Deferred Financing Cost Deferred financing costs were incurred in connection with the issuance of the Notes and the Facilities. These costs are amortized using the effective interest method over the term of the related indebtedness, and are included in interest expense in our Consolidated Statements of Income (Loss). For the year ended December 31, 2021, 2020 and 2019, we recognized $16.5 million, $15.3 million and $16.2 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs. Aggregate annual maturities of our long-term obligations at December 31, 2021 are as follows: (Thousands) 2022 $ - 2023 - 2024 545,000 2025 2,250,000 2026 - Thereafter 2,380,000 Total $ 5,175,000 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 13. Stock-Based Compensation The Company’s Board of Directors adopted the Uniti Group Inc. 2015 Equity Incentive Plan (the “Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units. Restricted Awards During the year ended December 31, 2021, the Company granted 691,241 shares of restricted stock to employees, which had a fair value of $8.2 million as of the date of grant. We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31, 2021, there were 2,676,776 shares available for future issuance under the Equity Plan. The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2020 1,561,415 $ 12.33 Granted 691,241 $ 11.82 Forfeited (133,061 ) $ 11.36 Vested (765,622 ) $ 12.95 Unvested balance, December 31, 2021 1,353,973 $ 11.58 $ 18,969 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2021. The market value as of December 31, 2021 was $14.01 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2021, the final trading day of 2021. During the year ended December 31, 2020, there were 996,037 shares of restricted stock granted with a weighted-average fair value of $10.39 per share. During the year ended December 31, 2019, there were 833,448 shares of restricted stock granted with a weighted-average fair value of $11.62 per share. The total fair value of shares vested for the years ended December 31, 2021, 2020 and 2019 was $9.9 million, $8.6 million and $6.4 million, respectively. As of December 31, 2021, total unrecognized compensation expense on restricted awards was approximately $8.6 million, and the expense is expected to be recognized over a weighted average vesting period of 0.8 years. Performance Awards The Company grants long-term incentives to members of management in the form of performance-based restricted stock units (“PSUs”) under the Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified performance goals, over a specified performance period, and may range from 0% to 200% of the target shares. The PSUs have a service condition that will expire at the end of the three-year On February 24, 2021, we issued 216,085 PSUs equal to 100% of the target amount, with an aggregate fair value of $3.5 million on the grant date. The PSUs, in addition to a service condition, are subject to the Company’s performance versus the total return of the MSCI US REIT Index and a triple-net lease peer group, as defined by the Compensation Committee. Upon evaluating the results of the market conditions, the final number of shares is determined, and such shares vest based on satisfaction of the service condition. The PSUs are amortized on a straight-line basis over the vesting period. During the year ended December 31, 2021, 75,463 PSUs were forfeited due to termination of service. The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2020 706,570 $ 17.64 Granted 216,085 $ 16.27 Forfeited (75,463 ) $ 16.96 Vested (224,077 ) $ 18.96 Unvested balance, December 31, 2021 623,115 $ 16.78 $ 8,730 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2021. The market value as of December 31, 2021 was $14.01 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2021, the final trading day of 2021. During the year ended December 31, 2020, there were 322,209 PSUs granted with a weighted-average fair value of $15.45 per share. During the year ended December 31, 2019, there were 255,517 PSUs granted with a weighted-average fair value of $18.99 per share. As of December 31, 2021, total unrecognized compensation expense related to PSUs was approximately $3.9 million, and the weighted-average vesting period was 1.2 years. The fair value of each PSU award is estimated at the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield. Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Expected term (years) 3.0 3.0 3.0 Expected volatility 57.1 % 63.0 % 57.5 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 0.2 % 0.7 % 2.3 % Employee Stock Purchase Plan On May 17, 2018, our stockholders approved and adopted the Uniti Group Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes us to issue up to 2,000,000 shares of our common stock to any of our employees so long as the employee is employed on the first day of the applicable offering period. Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. Under the terms of the ESPP, employees can choose each plan period to have up to 15% of their annual base earnings, limited to $25,000 withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of its beginning-of-period or end-of-period market price. Under the ESPP the Company issued 74,950, 96,788 and 83,287 shares during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there were 1,744,975 shares available for future issuance under the ESPP. Year Ended December 31, 2021 2020 2019 Expected term (years) 0.5 0.5 0.5 Expected volatility 28.0 % 72.0 % 24.0 % Expected annual dividend 5.5 % 3.9 % 2.1 % Risk free rate 0.1 % 0.2 % 2.1 % For the years ended December 31, 2021, 2020 and 2019, we recognized $13.8 million, $ 13.7 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 14. Earnings Per Share Our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also issue PSUs that contain forfeitable rights to receive dividends and are therefore considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. During the year ended December 31, 2020, approximately 707,000 PSUs were excluded from the computation of diluted net loss per share because their effect is anti-dilutive as a result of our net loss for the period. During the year ended December 31, 2019, approximately 517,000 PSUs were excluded from the computation of diluted earnings per share because the performance conditions had not been met. Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3 0.0001 See Note 2 0 The dilutive effect of the Exchangeable Notes ( see Note 1 2 see Note 10 The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2021 2020 2019 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 123,660 $ (706,301 ) $ 10,582 Less: Income allocated to participating securities (1,077 ) (1,078 ) (549 ) Dividends declared on convertible preferred stock (10 ) (9 ) (656 ) Amortization of discount on convertible preferred stock — — (993 ) Net income (loss) attributable to common shares $ 122,573 $ (707,388 ) $ 8,384 Denominator: Basic weighted-average common shares outstanding 232,888 203,600 187,358 Basic earnings (loss) per common share $ 0.53 $ (3.47 ) $ 0.04 Year Ended December 31, (Thousands, except per share data) 2021 2020 2019 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 123,660 $ (706,301 ) $ 10,582 Less: Income allocated to participating securities (1,077 ) (1,078 ) (549 ) Dividends declared on convertible preferred stock (10 ) (9 ) (656 ) Amortization of discount on convertible preferred stock — — (993 ) Impact on if-converted dilutive securities 11,926 — — Net income (loss) attributable to common shares $ 134,499 $ (707,388 ) $ 8,384 Denominator: Basic weighted-average common shares outstanding 232,888 203,600 187,358 Impact on if-converted dilutive securities 30,809 — — Effect of dilutive non-participating securities 380 — — Weighted-average shares for dilutive earnings per common share 264,077 203,600 187,358 Dilutive earnings (loss) per common share $ 0.51 $ (3.47 ) $ 0.04 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15. Segment Information Historically o four below. Due to the sale of our towers business and wind down of the Consumer CLEC Business, effective January 1, 2021, we will manage our operations focused on our two primary businesses, Leasing and Fiber Infrastructure. Leasing : Represents a component of our REIT operations and includes the results from our leasing business, Uniti Leasing, which is engaged in the acquisition and construction of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. 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. 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 office and shared service functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense 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 assets , 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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 801,497 $ 299,025 $ - $ - $ - $ 1,100,522 Adjusted EBITDA $ 784,061 $ 118,452 $ - $ - $ (24,232 ) $ 878,281 Less: Interest expense, net 446,296 Depreciation and amortization 174,622 116,065 - - 255 290,942 Other, net 24,917 Transaction related and other costs 7,544 Gain on sale of operations (28,143 ) Gain on sale of real estate (442 ) Stock-based compensation 13,847 Income tax benefit (4,916 ) Adjustments for equity in earnings from unconsolidated entities 3,491 Net income $ 124,745 Capital expenditures (1) $ 223,251 $ 162,463 $ - $ - $ 141 $ 385,855 Year Ended December 31, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 745,915 $ 314,363 $ 6,112 $ 651 $ - $ 1,067,041 Adjusted EBITDA $ 737,337 $ 112,289 $ 77 $ (545 ) $ (30,323 ) $ 818,835 Less: Interest expense, net 497,128 Depreciation and amortization 201,321 126,211 783 791 297 329,403 Other, net 11,703 Settlement expense 650,000 Goodwill impairment 71,000 Transaction related and other costs 63,875 Gain on sale of real estate (86,267 ) Stock-based compensation 13,721 Income tax benefit (15,203 ) Adjustments for equity in earnings from unconsolidated entities 2,287 Net loss $ (718,812 ) Capital expenditures (1) $ 169,306 $ 197,023 $ 24,162 $ - $ - $ 390,491 Year Ended December 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 716,640 $ 315,605 $ 14,693 $ 10,673 $ - $ 1,057,611 Adjusted EBITDA $ 711,119 $ 126,754 $ (595 ) $ 1,955 $ (26,494 ) $ 812,739 Less: Interest expense, net 390,112 Depreciation and amortization 282,107 114,566 6,474 1,879 728 405,754 Other, net (24,219 ) Transaction related and other costs 43,708 Gain on sale of real estate (28,995 ) Stock-based compensation 10,808 Income tax expense 4,663 Net income $ 10,908 Capital expenditures (1) $ 338,543 $ 233,506 $ 99,234 $ - $ 15 $ 671,298 (1) Segment capital expenditures represents capital expenditures, the Windstream Asset Purchase Agreement and Bluebird asset acquisition (see Note 6) as reported in the investing activities section of the Consolidated Statements of Cash Flows. Total assets by business segment as of December 31, 2021 and December 31, 2020 are as follows: December 31, (Thousands) 2021 2020 Leasing $ 2,521,406 $ 2,295,289 Fiber Infrastructure 2,249,860 2,354,569 Corporate 37,977 73,253 Consumer CLEC - 8,707 Total of reportable segments $ 4,809,243 $ 4,731,818 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16. Commitments and Contingencies Litigation In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services, LLC (“Windstream Services”) filed a complaint with the Bankruptcy Court in an adversary proceeding against Uniti and certain of its affiliates, alleging, among other things, that the Master Lease should be recharacterized as a financing arrangement, that certain rent payments and TCIs made by Windstream under the Master Lease constitute constructive fraudulent transfers, that the Master Lease is a lease of personal property and that Uniti breached certain of its obligations under the Master Lease. On March 2, 2020, Uniti and Windstream jointly announced that they agreed to the Settlement (as defined below) to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy, and on May 12, 2020, the Bankruptcy Court entered an order approving Windstream’s assumption of the Master Lease as part of the Settlement. As a result, during the second quarter of 2020, we estimated that $650.0 million of the consideration paid to Windstream should be classified as settlement of litigation, and therefore, recorded a $650.0 million charge. The charge represented our estimated fair value of the litigation settlement component of the Settlement. On September 21, 2020, Windstream emerged from bankruptcy On May 26, 2020, UMB Bank, National Association and U.S. Bank National Association, in their respective capacities as indenture trustees of Windstream’s bonds filed a notice of appeal in the United States District Court for the Southern District of New York from the bankruptcy court’s May 12, 2020 order approving the settlement. On July 20, 2020, UMB Bank, National Association withdrew from the appeal. The appeal was fully briefed on September 10, 2020. The district court has not yet issued a ruling on the appeal. On January 8, 2021, Windstream filed in the bankruptcy court a stipulation and order dismissing the adversary proceeding against Uniti with prejudice subject to the terms set forth in the parties’ settlement agreement. The stipulation and order was entered by the bankruptcy court on January 25, 2021. On June 22, 2021, the district court dismissed the appeal of the bankruptcy court’s order approving the settlement as equitably moot. On July 26, 2021, U.S. Bank National Association filed a notice of appeal in the United States Court of Appeals for the Second Circuit from the district court’s order. U.S. Bank filed its brief on November 21, 2021 and Windstream and intervenor-appellee Elliott Investment Management L.P. filed their briefs on January 28, 2022. U.S. Bank National Association filed its reply brief on February 18, 2022. Under the Settlement Agreement, in addition to completing the transactions and executing the Windstream Leases (see Note 5), Uniti is required to make quarterly cash payments of $24.5 million to Windstream over 20 consecutive quarters beginning in October 2020, and Uniti may prepay any installments falling due on or after the first anniversary of the Settlement’s effective date (discounted at a 9% rate). This obligation has been recorded at its initial fair value of $438.6 million and is reported as settlement payable on our Consolidated Balance Sheet at December 31, 2020. The difference between the initial fair value of the obligation and total undiscounted cash payments, $490.1 million, will be recognized as interest expense within our Consolidated Statements of Income (Loss) at an effective rate of 4.7%. On October 14, 2021, the Company prepaid four installments for a total of $92.9 million, $78.0 million of which was funded from a portion of the proceeds of the 2030 Notes (see Note 12). As of December 31, 2021, the Company has made payments totaling $215.4 million. Further, we are obligated to reimburse Windstream for up to an aggregate of $1.75 billion for certain growth capital improvements in long-term value accretive 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 competitive local exchange carrier 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 were committed to fund up to $265.3 million of Growth Capital Improvements in 2021. During the year ended December 31, 2021, Uniti reimbursed $221.5 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. Stock Purchase Agreements On September 9, 2020, Uniti entered into stock purchase agreements (each, a “Stock Purchase Agreement”) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and in partial settlement of the litigation with Windstream. Asset Purchase Agreement (see Note 6) On September 18, 2020, and in furtherance of the Settlement Agreement, Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)) 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 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. 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, and the Court of Appeals notified the parties that it will decide the appeal without oral argument. We have evaluated this matter under the guidance provided by ASC 450-20, Contingencies (“ASC 450”), and as of the date of this Annual Report on Form 10-K, 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 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, 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 various shareholder actions and appointed lead plaintiffs and lead counsel in the consolidated cases under the caption In re Uniti Group Inc. Securities Litigation (the “Class Action”). On May 11, 2020, lead plaintiffs filed a consolidated amended complaint in the Class Action. The consolidated amended complaint seeks to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The Class Action asserts 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 Class Action seeks 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. On December 22, 2021, the court issued an order denying defendants’ motion for reconsideration or, in the alternative, certification of an appeal. On October 25, 2021, plaintiffs filed a motion for class certification, which defendants have opposed. Discovery is ongoing. We intend to defend this matter vigorously, and, because it is still in its relatively early 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 Annual Report on Form 10-K, 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 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 Action ”). The Derivative Action 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 Class Action , 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 Class Action . On December 23, 2021, the court entered a joint stipulation to stay the Derivative Action pending the outcome of the Class Action, including 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 Annual Report on Form 10- K , 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 Consolidated Balance Sheet. On February 11, 2022, a purported shareholder filed a derivative action on behalf of Uniti in the federal District Court for the District of Maryland. The complaint names Kenneth Gunderman, Mark Wallace, Francis Frantz, David Solomon, Jennifer Banner, and Scott Bruce as defendants and the Company as a nominal defendant and asserts claims for contribution against Gunderman and Wallace if the Company is found to be liable for violations of the federal securities laws in the Class Action and claims against all the individual defendants for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment against. The allegations in the complaint are similar to those in the Derivative Action and the Class Action. The complaint seeks unspecified damages, equitable relief, and related costs and fees. We intend to defend this matter vigorously, and, because it is still in its relatively early 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 Annual Report on Form 10-K, 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 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 Income | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Note 17. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2021, 2020 and 2019: (Thousands) 2021 2020 2019 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ (30,353 ) $ (23,442 ) $ 30,042 Other comprehensive loss before reclassifications — (7,713 ) (51,288 ) Amounts reclassified from accumulated other comprehensive income — 677 (3,324 ) Net other comprehensive loss (30,353 ) (30,478 ) (24,570 ) Less: Other comprehensive loss attributable to noncontrolling interest — (125 ) (1,128 ) Balance at end of period (30,353 ) (30,353 ) (23,442 ) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 9,986 — — Amounts reclassified from accumulated other comprehensive income 11,317 10,155 — Balance at end of period 21,303 10,155 — Less: Other comprehensive income attributable to noncontrolling interest 114 169 — Balance at end of period attributable to common shareholders 21,189 9,986 — Foreign currency translation gain (loss): Balance at beginning of period — — 63 Translation adjustments — — — Amounts reclassified from accumulated other comprehensive income — — (63 ) Net other comprehensive income (loss) — — — Less: Other comprehensive income (loss) attributable to noncontrolling interest — — — Balance at end of period — — - Accumulated other comprehensive income (loss) at end of period $ (9,164 ) $ (20,367 ) $ (23,442 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes We elected on our initial U.S. federal income tax return to be treated as a REIT under the Code. To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year unless certain relief provisions apply, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. Subject to the restrictions imposed by our 7.875% senior secured notes due 2025 (see Note 12), 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, until we reduce our net leverage ratio. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as TRSs. TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 as reported in the accompanying Consolidated Statements of Income (Loss) was comprised of the following: Year Ended December 31, (Thousands) 2021 2020 2019 Current Federal $ (71 ) $ (901 ) $ 10,401 State 1,622 (498 ) 2,742 Foreign - 87 2,948 Total current expense 1,551 (1,312 ) 16,091 Deferred Federal (5,066 ) (7,665 ) (9,378 ) State (1,401 ) (6,226 ) (2,050 ) Total deferred expense (6,467 ) (13,891 ) (11,428 ) Total income tax (benefit) expense $ (4,916 ) $ (15,203 ) $ 4,663 An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2021 2020 2019 Income from continuing operations, before tax $ 119,844 $ (734,015 ) $ 15,571 Income tax at U.S. statutory federal rate 25,167 (154,143 ) 3,270 Increases (decreases) resulting from: State taxes, net of federal benefit 288 (3,452 ) 407 Benefit of REIT status (30,565 ) 129,742 (2,188 ) Goodwill impairment - 14,910 - Return to accrual 193 (2,795 ) 104 Permanent differences 1 448 122 Foreign taxes - 87 2,948 Income tax (benefit) expense $ (4,916 ) $ (15,203 ) $ 4,663 The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status as a REIT . Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2021 December 31, 2020 Deferred tax assets: Deferred revenue $ 29,275 $ 34,207 Accrued bonuses - 3 Stock-based compensation 503 801 Accrued expenses and other 183 270 Asset retirement obligation 1,791 1,429 Inventory reserve 140 241 Excess business interest expense 306 17 Lease asset liability 13,952 16,842 Settlement obligation 710 883 Debt discount and interest expense 10,040 - Other 2,215 3,032 Net operating loss carryforwards 139,020 126,464 Deferred tax assets 198,135 184,189 Deferred tax liabilities: Property, plant and equipment $ (97,372 ) $ (103,441 ) Customer list intangible (40,941 ) (42,898 ) Other intangible amortization (28,689 ) (24,852 ) Right of use asset (16,039 ) (18,443 ) Deferred or prepaid costs (3,373 ) (3,041 ) Debt discount and interest expense - (2,034 ) Other - (20 ) Deferred tax liabilities $ (186,414 ) $ (194,729 ) Deferred tax asset (liability), net $ 11,721 $ (10,540 ) As of December 31, 2021, the Company’s deferred tax assets were primarily the result of U.S. federal and state NOL carryforwards. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. Given the Company has significant deferred tax liabilities, management determined that sufficient positive evidence exists as of December 31, 2021, to conclude that it is more likely than not that all of its deferred tax assets are realizable, and therefore, no valuation allowance has been recorded. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc., which had federal We have total federal NOL carryforwards as of December 31, 2021 of approximately $165.2 million which will expire between 2026 and 2037, and approximately $375.4 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act. With the exception of Tower Cloud, Inc. and Uniti Fiber Holdings Inc., our 2018 returns remain open to examination. As Tower Cloud, Inc. and Uniti Fiber Holdings Inc. have NOLs available to carry forward, the applicable tax years will generally remain open to examination several years after the applicable loss carryforwards have been utilized or expire. The Company or its subsidiaries file tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and certain foreign jurisdictions. A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2021 2020 Balance at January 1 $ 1,734 $ 1,734 Balance at December 31 $ 1,734 $ 1,734 The Company’s entire liability for unrecognized tax benefit would affect the annual effective tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as additional tax expense. The Company recorded no interest expense and penalties for the period ending December 31, 2021. The Company’s balance of accrued interest and penalties related to unrecognized tax benefits as of December 31, 2021 was $1.3 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 19. Supplemental Cash Flow Information Cash paid for interest expense, net of capitalized interest and income taxes, net of refunds for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, (Thousands) 2021 2020 2019 Cash payments for: Interest, net of capitalized interest $ 375,578 $ 314,276 $ 344,464 Income taxes, net of refunds $ 1,386 $ 1,155 $ 16,073 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 20. 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. During the year ended December 31, 2021, the Company exchanged 2,768,199 OP Units held by a third party for an equal number of common shares of the Company. The OP Units exchanged represented approximately 80% of the OP Units held by a third party with a carrying value of $55.2 million as of the exchange date. On September 9, 2020, Uniti entered into stock purchase agreements with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and settlement of the litigation with Windstream. The issuance and sale of the Settlement Common Stock was made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Certain recipients of the Settlement Common Stock are subject to a one-year On June 22, 2020, we established an at-the-market common stock offering program (the “ATM Program”) to sell shares of our common stock, par value $0.0001 per share, having an aggregate offering price of up to $250 million. This offering supersedes and replaces the $250 million program we commenced on September 2, 2016, which had approximately $ 117.1 million available for issuance under such program. We have not made any sales under the refreshed ATM Program. This program is intended to provide additional financial flexibility and an alternative mechanism to access the capital markets at an efficient cost as and when we need financing, including for acquisitions. On July 2, 2019, the Company issued 8,677,163 shares of its commons stock in connection with the conversion by PEG Bandwidth Holdings, LLC of 87,500 shares of the Series A Shares. The Company issued common stock with a total value of $87.5 million, with the total number of shares calculated based on the five-day volume weighted average price of its common stock ending on June 27, 2019. Upon conversion, all outstanding Series A Shares were cancelled and no longer remain outstanding. The issuance by the Company of the common stock was made in reliance upon the exception from registration requirements pursuant to Section 3(a)(9) of the Securities Act. We are authorized to issue up to 500,000,000 shares of voting common stock and 50,000,000 shares of preferred stock, of which 234,779,247 and 0 shares, respectively, were outstanding at December 31, 2021. We had 265,220,753 shares of voting common stock available for issuance at December 31, 2021. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2021 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 21. Dividends (Distributions) Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the years ended December 31, 2021, 2020, and 2019, our common stock distribution per share was $0.45, $0.60 and $0.97, respectively, characterized as follows: Year Ended December 31, 2021 (1) 2020 (2) 2019 (3) Ordinary dividends $ 0.45 $ 0.52 $ 0.97 Capital gain distribution $ - $ 0.08 $ - Non-dividend distributions - - - Total $ 0.45 $ 0.60 $ 0.97 (1) ( 2 ) Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 15, 2020, your dividend payment of $0.1500 per share received in January 2021 was reported on Form 1099-DIV for the 2020 taxable year for federal income tax purposes. (3) |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 22. Employee Benefit Plan We sponsor a defined contribution plan under section 401(k) of the Internal Revenue Code, which covers employees who are 21 years of age and over. Under this plan, we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation. Employees vest in our contribution immediately. Our expense related to the plan recognized for the years ended December 31, 2021, 2020 and 2019 was $2.1 million, $2.2 million and We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section 301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Balance Sheets (Thousands, except par value) December 31, 2021 December 31, 2020 Assets: Cash and cash equivalents $ 3,112 $ 2,284 Other assets 1,541 37,894 Total Assets $ 4,653 $ 40,178 Liabilities: Accrued other liabilities $ 2,462 $ 1,145 Dividends payable 1,159 36,205 Cash distributions and losses in excess of investments in consolidated subsidiaries 2,128,824 2,144,486 Total liabilities 2,132,445 2,181,836 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: 234,779 shares at December 31, 2021 and 231,262 at December 31, 2020 23 23 Additional paid-in capital 1,214,830 1,209,141 Accumulated other comprehensive loss (9,164 ) (20,367 ) Distributions in excess of accumulated earnings (3,333,481 ) (3,330,455 ) Total Uniti shareholders' deficit (2,127,792 ) (2,141,658 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 4,653 $ 40,178 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Comprehensive Income Year Ended December 31, (Thousands) 2021 2020 2019 Costs and Expenses: General and administrative expense $ (58 ) $ 42 $ 36 Transaction related costs 18 101 2,138 Total costs and expenses (40 ) 143 2,174 Operating income (loss) 40 (143 ) (2,174 ) Earnings (loss) from consolidated subsidiaries 124,810 (708,139 ) 24,730 Income (Loss) before income taxes 124,850 (708,282 ) 22,556 Income tax expense (benefit) 1,190 (1,981 ) 11,974 Net income (loss) attributable to shareholders 123,660 (706,301 ) 10,582 Comprehensive income (loss) attributable to shareholders $ 134,863 $ (703,226 ) $ (42,639 ) See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Cash Flows Year Ended December 31, (Thousands) 2021 2020 2019 Cash flow from operating activities Net cash provided by operating activities $ 141,527 $ 94,533 $ 199,572 Cash flow from investing activities Proceeds from sale of real estate, net of cash - - 2,488 Net cash provided by investing activities - - 2,488 Cash flow from financing activities Settlement Common Stock issuance (Note 17) - 244,550 - Dividends paid (141,371 ) (135,676 ) (138,731 ) Proceeds from issuance of Notes - - 83,665 Payments for financing costs - - (2,895 ) Common stock issuance, net of costs - - 21,641 Net share settlement (4,100 ) (1,097 ) (1,834 ) Proceeds from sale of warrants - - 50,819 Payment for bond hedge option - - (70,035 ) Intercompany transactions, net 4,100 (244,125 ) (102,411 ) Employee stock purchase plan 672 676 883 Net cash used in financing activities (140,699 ) (135,672 ) (158,898 ) Net increase (decrease) in cash and cash equivalents 828 (41,139 ) 43,162 Cash and cash equivalents at beginning of period 2,284 43,423 261 Cash and cash equivalents at end of period 3,112 2,284 43,423 Non-cash investing and financing activities: Settlement of contingent consideration through non-cash consideration $ - $ - $ 11,178 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Notes to Condensed Financial Statements Note 1. Background and Basis of Presentation Uniti Group Inc.’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes of Uniti and its subsidiaries included in Item 8 Financial Statements and Supplementary Data in this Annual Report on Form 10-K. Note 2. Subsidiary Transactions Investment in Subsidiaries During 2017, the parent company completed its reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services, which we substantially completed the wind down of the business as of the end of the second quarter of 2020. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of December 31, 2021, we are the sole general partner of the Operating Partnership and own approximately 99.7% of the partnership interests in the Operating Partnership. Dividends Cash dividends received from subsidiaries and recorded in Cash Flow from Operating Activities in the Condensed Statement of Cash Flows were $139.9 million, $134.7 million and $136.2 million for the year ended December 31, 2021, 2020 and 2019, respectively. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2021 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Account | Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts (dollars in thousands) Column A Column B Column C Column D Column E Additions Description Balance at Beginning of Period Charged to Cost and Expenses Charged to Other Deductions Balance at End of Period Allowance for Doubtful Accounts Year Ended December 31, 2021 $ 2,940 $ 1,522 $ - $ (1,745 ) $ 2,717 Year Ended December 31, 2020 $ 2,743 $ 1,783 $ 472 $ (2,058 ) $ 2,940 Year Ended December 31, 2019 $ 2,288 $ 1,140 $ - $ (685 ) $ 2,743 |
Schedule III - Real Estate Inve
Schedule III - Real Estate Investments and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate Investments and Accumulated Depreciation | Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2021 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Cost capitalized subsequent to acquisition (1) (3) Life on which Depreciation in Latest Income Description Encumbrances Initial cost to company (1) Improvements Carry Costs Gross Amount Carried at Close of Period (5) Accumulated Depreciation Date of Construction (2) Date Acquired (2) Statements is Computed Land $ — (1) (1) (1) $ 26,593 $ — (2) (2) Indefinite Building and improvements — (1) (1) (1) 343,624 193,080 (2) (2) 3 - 40 years Poles — (1) (1) (1) 281,130 193,494 (2) (2) 30 years Fiber — (1) (1) (1) 3,041,546 1,452,498 (2) (2) 30 years Copper — (1) (1) (1) 3,918,281 3,451,376 (2) (2) 20 years Conduit — (1) (1) (1) 89,859 67,983 (2) (2) 30 years Towers — (1) (1) (1) 1,397 881 (2) (2) 20 years Finance lease assets — (1) (1) (1) 25,511 3,818 (2) (2) See Note 3 Other assets — (1) (1) (1) 10,649 3,788 (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 3,479 — (2) (2) See Note 3 (1) (2) (3) Tenant capital improvements (4) $ 139.0 Growth capital improvements (5) $ 221.5 (4) (5) Pursuant to the Windstream Leases, Windstream (or any successor tenant under a Windstream Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion ( 6 ) Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2021 (dollars in thousands) 2021 2020 Gross amount at beginning $ 7,387,915 $ 7,394,951 Additions during period: Tenant capital improvements (1) 110,506 102,396 Growth capital improvements (1) 221,498 84,700 Acquisitions 3,975 220,674 Other 38,165 170 Total additions 374,144 407,940 Deductions during period: Cost of real estate sold or disposed 19,990 414,976 Other - - Total deductions 19,990 414,976 Balance at end $ 7,742,069 $ 7,387,915 (1) 2021 2020 Gross amount of accumulated depreciation at beginning $ 5,205,395 $ 5,022,929 Additions during period: Depreciation 170,977 202,877 Other 7,345 - Total additions 178,322 202,877 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 16,799 20,411 Other - - Total deductions 16,799 20,411 Balance at end $ 5,366,918 $ 5,205,395 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
Property, Plant and Equipment | Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2021 and 2020, the accumulated amortization of our finance lease assets was $18.4 million and $16.8 million, respectively. On April 24, 2015, we were separated and spun-off (the “Spin-Off”) from Windstream Holdings, Inc. (“Windstream Holdings” and together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”) pursuant to which Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) to Uniti. Certain property, plant and equipment acquired as part of our Spin-Off is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation begins once the construction period has ceased and the related asset is placed into service, and the asset will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject to triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. |
Tenant Capital Improvements | Tenant Capital Improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Asset Retirement Obligations | Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income (Loss). The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2021 and 2020, our aggregate carrying amount of asset retirement obligations totaled $11.8 million and $10.7 million, respectively. During the years ended December 31, 2021 and 2020, we incurred liabilities of $0.4 million and $0.2 million related to asset retirement obligations, respectively. During the years ended December 31, 2021, 2020, and 2019, we recognized $1.5 million, $1.3 million, and $1.3 million of accretion expense related to asset retirement obligations, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivatives and Hedging Note 8 Note 10 |
Exchangeable Notes and Related Transactions | Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 1 2 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 connection with the offering of the Exchangeable Notes, Uniti Fiber Holdings Inc. entered into exchangeable note hedge transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers (as defined in Note 12) or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $ 16.42 per share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge Transactions and the Warrants meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Notes Hedge Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit . See Note 1 0 . |
Intangible Assets | Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives |
Foreign Currency Translation | Foreign Currency Translation |
Transaction Related and Other Costs | Transaction Related and Other Costs |
Settlement Expense | Settlement Expense As described in Note 16, on July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in an adversary proceeding against Uniti and certain of its affiliates. On March 2, 2020, Uniti and Windstream jointly announced that they agreed to the Settlement (as defined in Note 16) to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy, and on May 12, 2020, the Bankruptcy Court entered an order approving Windstream’s assumption of the Master Lease as part of the Settlement. As a result, during the second quarter of 2020, we estimated that $650.0 million of the consideration paid to Windstream should be classified as settlement of litigation, and therefore, recorded a $650.0 million charge. The charge represented our estimated fair value of the litigation settlement component of the Settlement. See Note 16. |
Debt Issuance Costs | Debt Issuance Costs |
Revenue Recognition | Revenue Recognition see Note 1 5 Leasing Leasing revenue represents the results from our leasing program, Uniti Leasing, which is engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis. See discussion in “Leases” in this Note 3 and Note 5. In connection with the Spin-Off, we entered into a long-term exclusive triple-net lease (the “Master Lease”) with Windstream , whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. In connection with Windstream’s emergence from bankruptcy, 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. See Note 5. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. 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 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 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. Dark fiber and associated maintenance services constitute a lease, and as such, revenue is recognized under the leasing 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 and revenue is recognized under the leasing guidance. When (i) a customer makes an advance payment or (ii) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise. vi. The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation. Towers The Towers segment represents the operations of our 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. 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 Services (“Talk America”), which provided local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers were 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. Commissions – Under Topic 606 and Topic 340, Other Assets and Deferred Costs We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by considering a variety of factors, such as the customer’s established credit rating, if available, and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical experience and economic expectations. We update our estimate of credit loss reserves quarterly, considering recent write-offs, collections information and underlying economic expectations. The allowance for credit losses is recorded in accounts receivable, net on our Consolidated Balance Sheets. At December 31, 2021 and 2020, our allowance for credit losses was $2.7 million and $2.9 million, respectively. Credit losses for the years ended December 31, 2021, 2020 and 2019 were $1.5 million, $1.8 million and $1.6 million, respectively. |
Straight-Line Revenue Receivable | Straight-Line Revenue Receivable 61.5 (as described in Note 5), determining that it was probable that we would collect all future payments due to the company over the initial term of the Windstream Leases; therefore, we account for the Windstream Leases on a straight-line basis. |
Leases | Leases We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Consolidated Statements of Income (Loss) . From time to time we may enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception. ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term. Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. i. ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ii. The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. iii. Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received. Where we are the lessee, the ROU asset is initially measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Consolidated Statements of Income (Loss) in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in general and administrative and operating expense in our Consolidated Statements of Income (Loss). We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, the practical expedient in ASC Topic 842 has been applied to all combined components. We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2019-11, Leases (Topic 842): Target Improvements Land Easement Practical Expedient for Transition to Topic 842 Leases In connection with the adoption of ASC 842, we have recorded an adjustment to equity of $63.2 million, net of tax for the cumulative effect from a change in accounting standard. Of this amount, $61.5 million related to the write-off of the Master Lease straight-line revenue receivable, and $1.7 million relates to the establishment of the ROU assets and lease liabilities. |
Stock-Based Compensation | Stock-Based Compensation equity classified awards, which are measured based on the fair value of the award on the date of the grant. The fair value of restricted stock-based payments is based on the market value of our common stock on the date of grant. The fair value of performance-based awards, which have performance conditions, is based on a Monte Carlo simulation. The fair value of all stock-based compensation is recognized over the period during which an employee is required to provide services in exchange for the award. See Note 1 3 . |
Income Taxes | Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the restrictions imposed by our 7.875% senior secured notes due 2025 (see Note 12), 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, until we reduce our net leverage ratio. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized The Company is subject to restrictions on distributions to its shareholders based on our 7.875% senior secured notes due 2025. The restrictions permit the Company to make the minimum required distribution to maintain its status as a REIT, which is limited to 90% of our REIT taxable income, as estimated in good faith as of the date on which the first quarterly dividend for the relevant tax year is declared. The restrictions will remain in place until the Company’s net leverage ratio (as defined) is below 5.75 : 1.00. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $1.7 million recorded in deferred income taxes on our Consolidated Balance Sheet. The Company may be subject to state corporate level tax in a certain limited number of states on any built-in gain recognized from a sale of assets occurring within a ten-year five-year recognition period applicable for federal corporate level tax on any built-in gain recognized from a sale of assets occurring within five years after the Spin-Off expired in 2020 . |
Business Combinations And Asset Acquisitions | Business Combinations and Asset Acquisitions Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition |
Noncontrolling Interest | Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the Consolidated Balance Sheets. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 7. |
Goodwill | Goodwill As of December 31, 2021, and 2020, all of our goodwill is included in our Fiber Infrastructure segment. Goodwill is recognized for the excess of purchase price over the fair value of net assets of businesses acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350-20, Intangibles-Goodwill and Other , we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter. Application of the goodwill impairment test requires significant judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units. We performed our goodwill impairment analysis during the fourth quarter, and we concluded the implied fair value of our Fiber Infrastructure reporting unit approximates its carrying value. During the years ended December 31, 2021 and 2019, no impairment losses were recognized. During the year ended December 31, 2020, we performed our goodwill impairment analysis during the fourth quarter of 2020. As a result of increased capital expenditure investments in dark fiber and small cell projects and less than anticipated cash flow growth, we concluded that the fair value of the Fiber Infrastructure reporting unit, estimated using a combination of the income approach and market approach, is less that its carrying amount. Accordingly, we recorded a $ 71 million goodwill impairment in the Fiber Infrastructure reporting unit. We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying amount of a reporting unit's net assets is less than its fair value, no impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Income (Loss) not to exceed the carrying amount of goodwill. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our expectations of average projected revenue growth percentage, average projected EBITDA margin percentage and/or average projected capital expenditures as a percentage of revenue change, we may experience future impairment to goodwill (while other assumptions remain constant). Furthermore, a deterioration in market factors such as stock prices or increased interest rates and/or declines in acquisition multiples utilized in the market approach could affect the likelihood and amount of potential impairment. |
Earnings per Share | Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock, performance-based awards outstanding during the period and the Exchangeable Notes, when such awards are dilutive. See Note 1 4 . |
Concentration of Credit Risks | Concentration of Credit Risks under the Master Lease and the Windstream Leases provided Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Windstream Leases, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Windstream Leases or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us. Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream’s filings are not incorporated by reference in this Annual Report on Form 10-K. 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 new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the Windstream Leases and (vi) monitoring the timeliness of its payments under the Windstream Leases. As of the date of this Annual Report on Form 10-K, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. Both ratings remain current as of the date of this filing. 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 July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments , In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. 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 ASU 2020-06 effective January 1, 2021, using the modified retrospective transition method. Pursuant to the transition guidance, the Company applied the guidance to the Exchangeable Notes that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of retained earnings. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for the Exchangeable 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) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2021 2020 2019 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 86,915 $ 106,125 $ 125,983 Enterprise and wholesale 86,390 78,702 66,545 E-Rate and government 74,396 80,428 89,430 Other 3,272 4,341 2,402 Fiber Infrastructure $ 250,973 $ 269,596 $ 284,360 Leasing 4,449 1,420 - Consumer CLEC - 651 10,673 Total revenue from contracts with customers 255,422 271,667 295,033 Revenue accounted for under leasing guidance Leasing 797,048 744,495 716,640 Fiber Infrastructure 48,052 44,767 31,245 Towers - 6,112 14,693 Total revenue accounted for under leasing guidance 845,100 795,374 762,578 Total revenue $ 1,100,522 $ 1,067,041 $ 1,057,611 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2020 $ 3,462 $ 18,601 Balance at December 31, 2021 $ 4,066 $ 9,099 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the years ended December 31, 2021 and 2020 are as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Lease income - operating leases $ 845,100 $ 795,374 |
Lease Payments to be Received under Non-Cancellable Operating Leases | Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as of December 31, 2021 are as follows: (Thousands) December 31, 2021 (1) 2022 $ 755,658 2023 767,822 2024 769,220 2025 770,575 2026 772,204 Thereafter 3,020,118 Total lease receivables $ 6,855,597 (1) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor as of December 31, 2021 and 2020 are summarized as follows: (Thousands) December 31, 2021 December 31, 2020 Land 26,593 $ 26,596 Building and improvements 343,624 335,495 Poles 281,130 266,758 Fiber 3,278,276 2,994,465 Equipment 428 421 Copper 3,918,281 3,850,988 Conduit 89,859 89,773 Tower assets 1,397 1,397 Finance lease assets (1) 28,126 32,660 Other assets 10,649 10,425 7,978,363 7,608,978 Less: accumulated depreciation (5,391,479 ) (5,222,731 ) Underlying assets under operating leases, net $ 2,586,884 $ 2,386,247 (1) |
Schedule of Depreciation Expense for Underlying Assets under Operating Leases | Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2021 and 2020 is summarized as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Depreciation expense for underlying assets under operating leases $ 178,348 $ 209,946 |
Components of Lease Cost | The components of lease cost are presented within general and administrative expense and operating expense, while sublease income is presented within revenues in our Consolidated Statements of Income (Loss) for the years ended December 31, 2021 and 2020 are as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Finance lease cost Amortization of ROU assets $ 4,649 $ 3,702 Interest on lease liabilities 2,383 3,807 Total finance lease cost 7,032 7,509 Operating lease cost 18,886 24,080 Short-term lease cost 2,885 2,029 Variable lease cost 492 679 Less sublease income (12,752 ) (12,273 ) Total lease cost $ 16,543 $ 22,024 |
Summary of Amounts Reported in Consolidated Balance Sheets for Leases | Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2021 and 2020 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2021 December 31, 2020 Operating leases ROU asset, net (1) Other assets, net $ 80,271 $ 97,850 ROU liability (2) Accounts payable, accrued expenses and other liabilities, net 57,349 71,483 Finance leases ROU asset, gross (3) Property, plant and equipment, net $ 72,284 $ 128,098 ROU liability (4) Finance lease obligations 15,348 48,724 Weighted-average remaining lease term Operating leases 9.4 years 12.2 years Finance leases 12.8 years 13.3 years Weighted-average discount rate Operating leases 8.6 % 9.9 % Finance leases 10.6 % 8.0 % (1) (2) (3) (4) |
Schedule of Other Information Related to Leases | Other information related to leases as of December 31, 2021 and 2020 are as follows: (Thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 2,383 $ 3,807 Operating cash flows for operating leases 22,471 28,485 Financing cash flows for finance leases 2,019 3,702 Non-cash items: New operating leases and remeasurements, net $ 15,230 $ 2,681 New finance leases - 31 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of December 31, 2021 are as follows: (Thousands) Operating Leases Finance Leases 2022 $ 14,348 $ 2,329 2023 12,381 2,285 2024 10,087 2,083 2025 7,504 2,021 2026 4,918 2,021 Thereafter 36,283 14,702 Total undiscounted lease payments $ 85,521 $ 25,441 Less: imputed interest (28,172 ) (10,093 ) Total lease liabilities $ 57,349 $ 15,348 |
Future Sublease Rentals | Future sublease rentals as of December 31, 2021 are as follows: (Thousands) Sublease Rentals 2022 $ 9,542 2023 9,558 2024 9,661 2025 9,748 2026 9,833 Thereafter 133,585 Total $ 181,927 |
Business Combinations, Asset _2
Business Combinations, Asset Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 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 1 6 (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 |
Bluebird Fiber Network | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The acquisition of the Bluebird network was accounted for as an asset acquisition. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 139,566 Intangible assets 175,401 Other assets 8,946 Accounts payable, accrued expenses and other liabilities (3,095 ) Total purchase consideration $ 320,818 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2021 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,351,576 $ — $ 2,351,576 $ — Senior secured notes - 4.75%, due April 15, 2028 560,857 — 560,857 — Senior unsecured notes - 6.50%, due February 15, 2029 1,087,844 — 1,087,844 — Senior unsecured notes - 6.00%, due January 15, 2030 659,992 — 659,992 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 453,104 — 453,104 — Senior secured revolving credit facility, variable rate, due December 10, 2024 199,980 — 199,980 — Derivative liability, net 10,413 — 10,413 — Settlement payable 254,725 — 254,725 — Total $ 5,578,491 $ — $ 5,578,491 $ — (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 - 7.875%, due February 15, 2025 $ 2,410,313 $ — $ 2,410,313 $ — Senior secured notes - 6.00%, due April 15, 2023 561,000 — 561,000 — 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 — Derivative liability, net 22,897 — 22,897 — Settlement payable 418,840 — 418,840 — Contingent consideration 2,957 — — 2,957 Total $ 5,666,340 $ — $ 5,663,383 $ 2,957 |
Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2020 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2021 Contingent consideration $ 2,957 $ — $ 22 $ (2,979 ) $ - |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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 (1) December 31, 2021 December 31, 2020 Land Indefinite $ 28,449 $ 27,945 Building and improvements 3 - 40 years 359,980 351,305 Poles 30 years 281,130 266,758 Fiber 30 years 4,107,519 3,737,372 Equipment 5 - 7 years 331,761 298,912 Copper 20 years 3,918,281 3,850,987 Conduit 30 years 89,859 89,773 Tower assets 20 years 8,544 8,571 Finance lease assets See Note 3 72,284 74,103 Construction in progress See Note 3 27,366 47,086 Other assets 15 - 20 years 10,652 10,553 Corporate assets 3 - 7 years 14,326 13,475 9,250,151 8,776,840 Less accumulated depreciation (5,741,212 ) (5,503,487 ) Property, plant and equipment, net $ 3,508,939 $ 3,273,353 (1) |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty | The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2021 were as follows: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Recognized Assets or Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets Assets Interest rate swaps $ 10,788 $ (10,788 ) $ - Total $ 10,788 $ (10,788 ) $ - Liabilities Interest rate swaps $ 21,201 $ (10,788 ) $ 10,413 Total $ 21,201 $ (10,788 ) $ 10,413 |
Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2021 December 31, 2020 Interest rate swaps Derivative liability, net $ 10,413 $ 22,897 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | As part of the transaction with Everstream (see Note 6), we reclassified the associated assets and liabilities held for sale, including $17.8 million of goodwill and $10.7 million of intangible assets as of December 31, 2020. Changes in the carrying amount of goodwill occurring during the year ended December 31, 2021 and 2020 , are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2019 $ 690,672 $ 690,672 Goodwill impairment (Note 3) (71,000 ) (71,000 ) Goodwill reclassified to held for sale (17,794 ) (17,794 ) Goodwill at December 31, 2020 601,878 601,878 Goodwill at December 31, 2021 $ 601,878 $ 601,878 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2021 December 31, 2020 Cost Accumulated Amortization Cost Accumulated Amortization Finite life intangible assets: Customer lists $ 416,104 $ (105,861 ) $ 416,104 $ (82,989 ) Contracts 52,536 (8,209 ) 48,269 (1,068 ) Underlying rights 10,497 (437 ) 10,497 (87 ) Total intangible assets $ 479,137 $ 474,870 Less: accumulated amortization (114,507 ) (84,145 ) Total intangible assets, net $ 364,630 $ 390,725 Finite life intangible liabilities: Acquired below-market leases $ 191,154 $ (13,368 ) $ 190,086 $ (2,200 ) Total intangible liabilities 191,154 190,086 Less: accumulated amortization (13,368 ) (2,200 ) Total intangible liabilities, net $ 177,786 $ 187,886 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2021 December 31, 2020 Principal amount $ 5,175,000 $ 4,965,000 Less unamortized discount, premium and debt issuance costs (84,463 ) (148,476 ) Notes and other debt less unamortized discount and debt issuance costs $ 5,090,537 $ 4,816,524 Notes and other debt at December 31, 2021 and 2020 consisted of the following: December 31, 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 (31,411 ) 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 (8,886 ) - - Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) - - 1,110,000 (22,024 ) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 4.77%) 345,000 (6,187 ) 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 (5,316 ) Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%) 1,110,000 (20,797 ) - - Senior unsecured notes - 6.00%, due January 15, 2030 (discount is based on imputed interest rate of 6.27%) 700,000 (11,689 ) - - Senior secured revolving credit facility, variable rate, due December 10, 2024 200,000 (5,493 ) 110,000 (7,623 ) Total $ 5,175,000 $ (84,463 ) $ 4,965,000 $ (148,476 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2021 are as follows: (Thousands) 2022 $ - 2023 - 2024 545,000 2025 2,250,000 2026 - Thereafter 2,380,000 Total $ 5,175,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Assumptions used to Value Purchase Rights Granted Under ESPP | The following table summarizes the assumptions used to value the purchase rights granted under the ESPP during the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Expected term (years) 0.5 0.5 0.5 Expected volatility 28.0 % 72.0 % 24.0 % Expected annual dividend 5.5 % 3.9 % 2.1 % Risk free rate 0.1 % 0.2 % 2.1 % |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Awards | The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2020 1,561,415 $ 12.33 Granted 691,241 $ 11.82 Forfeited (133,061 ) $ 11.36 Vested (765,622 ) $ 12.95 Unvested balance, December 31, 2021 1,353,973 $ 11.58 $ 18,969 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2021. The market value as of December 31, 2021 was $14.01 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2021, the final trading day of 2021. |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance-based Restricted Stock Units Awards | The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2020 706,570 $ 17.64 Granted 216,085 $ 16.27 Forfeited (75,463 ) $ 16.96 Vested (224,077 ) $ 18.96 Unvested balance, December 31, 2021 623,115 $ 16.78 $ 8,730 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2021. The market value as of December 31, 2021 was $14.01 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2021, the final trading day of 2021. |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Expected term (years) 3.0 3.0 3.0 Expected volatility 57.1 % 63.0 % 57.5 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 0.2 % 0.7 % 2.3 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (Thousands, except per share data) 2021 2020 2019 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 123,660 $ (706,301 ) $ 10,582 Less: Income allocated to participating securities (1,077 ) (1,078 ) (549 ) Dividends declared on convertible preferred stock (10 ) (9 ) (656 ) Amortization of discount on convertible preferred stock — — (993 ) Net income (loss) attributable to common shares $ 122,573 $ (707,388 ) $ 8,384 Denominator: Basic weighted-average common shares outstanding 232,888 203,600 187,358 Basic earnings (loss) per common share $ 0.53 $ (3.47 ) $ 0.04 Year Ended December 31, (Thousands, except per share data) 2021 2020 2019 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 123,660 $ (706,301 ) $ 10,582 Less: Income allocated to participating securities (1,077 ) (1,078 ) (549 ) Dividends declared on convertible preferred stock (10 ) (9 ) (656 ) Amortization of discount on convertible preferred stock — — (993 ) Impact on if-converted dilutive securities 11,926 — — Net income (loss) attributable to common shares $ 134,499 $ (707,388 ) $ 8,384 Denominator: Basic weighted-average common shares outstanding 232,888 203,600 187,358 Impact on if-converted dilutive securities 30,809 — — Effect of dilutive non-participating securities 380 — — Weighted-average shares for dilutive earnings per common share 264,077 203,600 187,358 Dilutive earnings (loss) per common share $ 0.51 $ (3.47 ) $ 0.04 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 801,497 $ 299,025 $ - $ - $ - $ 1,100,522 Adjusted EBITDA $ 784,061 $ 118,452 $ - $ - $ (24,232 ) $ 878,281 Less: Interest expense, net 446,296 Depreciation and amortization 174,622 116,065 - - 255 290,942 Other, net 24,917 Transaction related and other costs 7,544 Gain on sale of operations (28,143 ) Gain on sale of real estate (442 ) Stock-based compensation 13,847 Income tax benefit (4,916 ) Adjustments for equity in earnings from unconsolidated entities 3,491 Net income $ 124,745 Capital expenditures (1) $ 223,251 $ 162,463 $ - $ - $ 141 $ 385,855 Year Ended December 31, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 745,915 $ 314,363 $ 6,112 $ 651 $ - $ 1,067,041 Adjusted EBITDA $ 737,337 $ 112,289 $ 77 $ (545 ) $ (30,323 ) $ 818,835 Less: Interest expense, net 497,128 Depreciation and amortization 201,321 126,211 783 791 297 329,403 Other, net 11,703 Settlement expense 650,000 Goodwill impairment 71,000 Transaction related and other costs 63,875 Gain on sale of real estate (86,267 ) Stock-based compensation 13,721 Income tax benefit (15,203 ) Adjustments for equity in earnings from unconsolidated entities 2,287 Net loss $ (718,812 ) Capital expenditures (1) $ 169,306 $ 197,023 $ 24,162 $ - $ - $ 390,491 Year Ended December 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 716,640 $ 315,605 $ 14,693 $ 10,673 $ - $ 1,057,611 Adjusted EBITDA $ 711,119 $ 126,754 $ (595 ) $ 1,955 $ (26,494 ) $ 812,739 Less: Interest expense, net 390,112 Depreciation and amortization 282,107 114,566 6,474 1,879 728 405,754 Other, net (24,219 ) Transaction related and other costs 43,708 Gain on sale of real estate (28,995 ) Stock-based compensation 10,808 Income tax expense 4,663 Net income $ 10,908 Capital expenditures (1) $ 338,543 $ 233,506 $ 99,234 $ - $ 15 $ 671,298 (1) Segment capital expenditures represents capital expenditures, the Windstream Asset Purchase Agreement and Bluebird asset acquisition (see Note 6) as reported in the investing activities section of the Consolidated Statements of Cash Flows. |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2021 and December 31, 2020 are as follows: December 31, (Thousands) 2021 2020 Leasing $ 2,521,406 $ 2,295,289 Fiber Infrastructure 2,249,860 2,354,569 Corporate 37,977 73,253 Consumer CLEC - 8,707 Total of reportable segments $ 4,809,243 $ 4,731,818 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2021, 2020 and 2019: (Thousands) 2021 2020 2019 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ (30,353 ) $ (23,442 ) $ 30,042 Other comprehensive loss before reclassifications — (7,713 ) (51,288 ) Amounts reclassified from accumulated other comprehensive income — 677 (3,324 ) Net other comprehensive loss (30,353 ) (30,478 ) (24,570 ) Less: Other comprehensive loss attributable to noncontrolling interest — (125 ) (1,128 ) Balance at end of period (30,353 ) (30,353 ) (23,442 ) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 9,986 — — Amounts reclassified from accumulated other comprehensive income 11,317 10,155 — Balance at end of period 21,303 10,155 — Less: Other comprehensive income attributable to noncontrolling interest 114 169 — Balance at end of period attributable to common shareholders 21,189 9,986 — Foreign currency translation gain (loss): Balance at beginning of period — — 63 Translation adjustments — — — Amounts reclassified from accumulated other comprehensive income — — (63 ) Net other comprehensive income (loss) — — — Less: Other comprehensive income (loss) attributable to noncontrolling interest — — — Balance at end of period — — - Accumulated other comprehensive income (loss) at end of period $ (9,164 ) $ (20,367 ) $ (23,442 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 as reported in the accompanying Consolidated Statements of Income (Loss) was comprised of the following: Year Ended December 31, (Thousands) 2021 2020 2019 Current Federal $ (71 ) $ (901 ) $ 10,401 State 1,622 (498 ) 2,742 Foreign - 87 2,948 Total current expense 1,551 (1,312 ) 16,091 Deferred Federal (5,066 ) (7,665 ) (9,378 ) State (1,401 ) (6,226 ) (2,050 ) Total deferred expense (6,467 ) (13,891 ) (11,428 ) Total income tax (benefit) expense $ (4,916 ) $ (15,203 ) $ 4,663 |
Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate | An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2021 2020 2019 Income from continuing operations, before tax $ 119,844 $ (734,015 ) $ 15,571 Income tax at U.S. statutory federal rate 25,167 (154,143 ) 3,270 Increases (decreases) resulting from: State taxes, net of federal benefit 288 (3,452 ) 407 Benefit of REIT status (30,565 ) 129,742 (2,188 ) Goodwill impairment - 14,910 - Return to accrual 193 (2,795 ) 104 Permanent differences 1 448 122 Foreign taxes - 87 2,948 Income tax (benefit) expense $ (4,916 ) $ (15,203 ) $ 4,663 |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2021 December 31, 2020 Deferred tax assets: Deferred revenue $ 29,275 $ 34,207 Accrued bonuses - 3 Stock-based compensation 503 801 Accrued expenses and other 183 270 Asset retirement obligation 1,791 1,429 Inventory reserve 140 241 Excess business interest expense 306 17 Lease asset liability 13,952 16,842 Settlement obligation 710 883 Debt discount and interest expense 10,040 - Other 2,215 3,032 Net operating loss carryforwards 139,020 126,464 Deferred tax assets 198,135 184,189 Deferred tax liabilities: Property, plant and equipment $ (97,372 ) $ (103,441 ) Customer list intangible (40,941 ) (42,898 ) Other intangible amortization (28,689 ) (24,852 ) Right of use asset (16,039 ) (18,443 ) Deferred or prepaid costs (3,373 ) (3,041 ) Debt discount and interest expense - (2,034 ) Other - (20 ) Deferred tax liabilities $ (186,414 ) $ (194,729 ) Deferred tax asset (liability), net $ 11,721 $ (10,540 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2021 2020 Balance at January 1 $ 1,734 $ 1,734 Balance at December 31 $ 1,734 $ 1,734 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Cash Paid For Interest Expense And Income Taxes | Cash paid for interest expense, net of capitalized interest and income taxes, net of refunds for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, (Thousands) 2021 2020 2019 Cash payments for: Interest, net of capitalized interest $ 375,578 $ 314,276 $ 344,464 Income taxes, net of refunds $ 1,386 $ 1,155 $ 16,073 |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the years ended December 31, 2021, 2020, and 2019, our common stock distribution per share was $0.45, $0.60 and $0.97, respectively, characterized as follows: Year Ended December 31, 2021 (1) 2020 (2) 2019 (3) Ordinary dividends $ 0.45 $ 0.52 $ 0.97 Capital gain distribution $ - $ 0.08 $ - Non-dividend distributions - - - Total $ 0.45 $ 0.60 $ 0.97 (1) ( 2 ) Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 15, 2020, your dividend payment of $0.1500 per share received in January 2021 was reported on Form 1099-DIV for the 2020 taxable year for federal income tax purposes. (3) |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - Segment | Jan. 01, 2021 | Dec. 31, 2021 |
Organization And Description Of Business [Line Items] | ||
Number of operating business segments | 2 | 4 |
Uniti Group LP | ||
Organization And Description Of Business [Line Items] | ||
Percentage of partnership interests owned | 99.70% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Jun. 28, 2019 | Jun. 25, 2019 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated amortization of finance lease assets | $ 5,741,212,000 | $ 5,503,487,000 | ||||||
Gain (loss) on disposition of property | 0 | |||||||
Depreciation expense | 261,200,000 | 301,200,000 | $ 377,300,000 | |||||
Impairment losses | 0 | 0 | 0 | |||||
Aggregate carrying amount of asset retirement obligations | 11,800,000 | 10,700,000 | ||||||
Asset retirement obligations liabilities Incurred | 400,000 | 200,000 | ||||||
Asset retirement obligations accretion expense recognized | 1,500,000 | 1,300,000 | 1,300,000 | |||||
Debt instrument amount | $ 5,175,000,000 | 4,965,000,000 | ||||||
Issuance senior notes, stated percentage | 7.875% | |||||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | ||||||
Settlement expense | $ 650,000,000 | 650,000,000 | ||||||
Allowance for credit losses | $ 2,700,000 | 2,900,000 | ||||||
Credit losses | 1,500,000 | 1,800,000 | 1,600,000 | |||||
Straight-line revenue receivable | 41,323,000 | 13,107,000 | ||||||
Equity | $ (2,113,774,000) | (2,072,376,000) | (1,483,164,000) | $ (1,493,203,000) | ||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||
Minimum percentage of taxable income to be distributed as dividend to maintain REIT status | 90.00% | |||||||
Income tax examination, description | We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | |||||||
Unrecognized tax benefit | $ 1,734,000 | 1,734,000 | $ 1,734,000 | |||||
Goodwill impairment | 71,000,000 | |||||||
Additional paid-in capital | $ 1,214,830,000 | 1,209,141,000 | ||||||
Deferred tax liabilities | $ 10,540,000 | |||||||
Customer Concentration Risk | Revenue | Windstream | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Master lease and the windstream leases revenue percentage | 66.40% | 65.80% | 65.00% | |||||
Fiber Infrastructure | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ 0 | $ 71,000,000 | $ 0 | |||||
State Corporate Level Tax | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Gain recognized from sale of assets after spinoff recognition period | 10 years | |||||||
Federal Corporate Level Tax | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Gain recognized from sale of assets after spinoff recognition period | 5 years | |||||||
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, ASU, Adoption date | Jan. 1, 2021 | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Description | The Company elected to early adopt ASU 2020-06 effective January 1, 2021, using the modified retrospective transition method | |||||||
Additional paid-in capital | $ (59,900,000) | $ (59,900,000) | ||||||
Deferred tax liabilities | (15,800,000) | (15,800,000) | ||||||
Retained earnings | 14,600,000 | $ 14,600,000 | ||||||
Accounting Standards Update ("ASU") No. 2016-02 | Cumulative Effect Adjustment for Adoption of New Accounting Standard | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Straight-line revenue receivable | (61,500,000) | |||||||
Equity | (63,200,000) | |||||||
Right of use assets and lease liabilities | $ 1,700,000 | |||||||
ASU 2021-05 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, ASU, Adopted | true | |||||||
Change in accounting principle, ASU, Adoption date | Jan. 1, 2022 | |||||||
Change in accounting principle, ASU, Immaterial effect | true | |||||||
Maximum | Warrants | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | ||||||
Exchangeable Notes | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt instrument amount | $ 345,000,000 | $ 345,000,000 | ||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||
Effective interest rate | 11.10% | |||||||
7.875% Senior Secured Notes | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt instrument amount | $ 2,250,000,000 | $ 2,250,000,000 | ||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | ||||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | ||||||
Debt instrument, maturity year | 2025 | |||||||
Net leverage ratio | 5.75% | |||||||
Effective interest rate | 8.38% | 8.38% | ||||||
Exchangeable Senior Unsecured Notes | Cumulative Effect Adjustment for Adoption of New Accounting Standard | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt instrument amount | 336,500,000 | $ 275,400,000 | ||||||
Increase in carrying amount of debt due to adoption | $ 61,100,000 | |||||||
Effective interest rate | 4.80% | 11.10% | ||||||
Property Plant and Equipment, Net | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Tenant funded capital improvements | $ 838,800,000 | $ 767,200,000 | ||||||
Deferred Income Taxes | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Unrecognized tax benefit | 1,700,000 | |||||||
Finance Lease Assets | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated amortization of finance lease assets | 18,400,000 | 16,800,000 | ||||||
Tenant Capital Improvements | Master Lease | Windstream | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Leasing revenue | 39,000,000 | 35,100,000 | 29,000,000 | |||||
Depreciation expense | $ 39,000,000 | $ 35,100,000 | $ 29,000,000 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | $ 255,422 | $ 271,667 | $ 295,033 |
Total revenues | 1,100,522 | 1,067,041 | 1,057,611 |
Fiber Infrastructure | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 250,973 | 269,596 | 284,360 |
Total revenues | 299,025 | 314,363 | 315,605 |
Fiber Infrastructure | Lit Backhaul | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 86,915 | 106,125 | 125,983 |
Fiber Infrastructure | Enterprise and Wholesale | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 86,390 | 78,702 | 66,545 |
Fiber Infrastructure | E-Rate and Government | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 74,396 | 80,428 | 89,430 |
Fiber Infrastructure | Other | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 3,272 | 4,341 | 2,402 |
Leasing | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 4,449 | 1,420 | |
Total revenues | 801,497 | 745,915 | 716,640 |
Consumer CLEC | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 651 | 10,673 | |
Total revenues | 651 | 10,673 | |
ASU 2016-02 | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 845,100 | 795,374 | 762,578 |
ASU 2016-02 | Fiber Infrastructure | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 48,052 | 44,767 | 31,245 |
ASU 2016-02 | Leasing | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 797,048 | 744,495 | 716,640 |
ASU 2016-02 | Tower | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 6,112 | $ 14,693 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
ASU 2016-02 | |||
Revenue Recognition [Line Items] | |||
Lease receivables | $ 19.4 | $ 17.5 | |
ASU 2014-09 | |||
Revenue Recognition [Line Items] | |||
Receivables from contracts with customers | 14.7 | 45.1 | |
Revenue recognized that was included in the contract liability | 13.2 | $ 5.4 | $ 4.7 |
Future revenues under contract | 445.3 | ||
Contracts currently being invoiced | 345.3 | ||
Backlog for sales bookings | $ 100 | ||
Average remaining contract term of backlog sales bookings | 5 years 9 months 18 days |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASU 2014-09 $ in Thousands | Dec. 31, 2021USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2020 | $ 3,462 |
Balance, Contract Assets at December 31, 2021 | 4,066 |
Balance, Contract Liabilities at December 31, 2020 | 18,601 |
Balance, Contract Liabilities at December 31, 2021 | $ 9,099 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Dec. 31, 2021 |
ASU 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
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) | Jan. 01, 2022USD ($) | Sep. 18, 2020USD ($) | Sep. 18, 2018Lease | Dec. 31, 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 | $ 2,600,000 | |||
Number of master leases | Lease | 2 | |||
New lease, aggregate reimbursements made for certain growth capital improvements | 319,600,000 | |||
Subsequent Event | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 13,400,000 | |||
Windstream | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 19 years | |||
New lease, aggregate reimbursements made for certain growth capital improvements | 221,500,000 | |||
Growth Capital Improvements will exclude maintenance or repair expenditures except for costs incurred for fiber replacements to CLEC MLA leased property | $ 70,000,000 | |||
Future annual commitment payments for agreements due year one | 125,000,000 | |||
Future annual commitment payments for agreements due year two through five | 225,000,000 | |||
Future annual commitment payments for agreements due year six | 175,000,000 | |||
Future annual commitment payments for agreements due year seven | 175,000,000 | |||
Future annual commitment payments for agreements due year eight through ten | 125,000,000 | |||
Cumulative growth capital improvements annual reimbursement commitment amount limit in subsequent period | $ 250,000,000 | |||
Annual rent adjustment for Growth Capital Funding | 8.00% | |||
Rate used for rent percentage | 100.50% | |||
Amount allowed for under the settlement represented the reimbursement of capital improvements | 28,500,000 | |||
Windstream | Other Assets | ||||
Leases [Line Items] | ||||
Lease incentive | 900,000 | |||
ILEC MLA | ||||
Leases [Line Items] | ||||
Lease expiration date | Apr. 30, 2030 | |||
CLEC MLA | ||||
Leases [Line Items] | ||||
Lease expiration date | Apr. 30, 2030 | |||
CLEC MLA | Windstream | ||||
Leases [Line Items] | ||||
Maximum funding rights allocated per year upon transfer of interests under Windstream lease | $ 20,000,000 | |||
Equipment Loan Agreement | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 25,000,000 | |||
Accrued interest rate for borrowing | 8.00% | |||
Windstream lease, aggregate reimbursements made for certain growth capital improvements, loan amount | $ 0 | |||
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 | |||
Minimum | Windstream | ||||
Leases [Line Items] | ||||
Total leverage ratio | 300.00% | |||
Minimum | Windstream | Pro Forma | ||||
Leases [Line Items] | ||||
Total leverage ratio | 350.00% | |||
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 | |||
Total leverage ratio | 6.50% | |||
Maximum | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 1,750,000,000 | $ 1,750,000,000 | ||
Maximum | Windstream | Senior Secured Revolving Credit Facility | ||||
Leases [Line Items] | ||||
Issuance senior notes, stated percentage | 750,000,000 | |||
Maximum | Equipment Loan Agreement | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 125,000,000 |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Lease income - operating leases | $ 845,100 | $ 795,374 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) | [1] |
Leases [Abstract] | ||
2022 | $ 755,658 | |
2023 | 767,822 | |
2024 | 769,220 | |
2025 | 770,575 | |
2026 | 772,204 | |
Thereafter | 3,020,118 | |
Total lease receivables | $ 6,855,597 | |
[1] | Total future minimum lease payments to be received include $5.9 billion relating to the Master Lease with Windstream. |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) $ in Thousands | Dec. 31, 2021USD ($) | |
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 6,855,597 | [1] |
Master Lease | ||
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 5,900,000 | |
[1] | Total future minimum lease payments to be received include $5.9 billion relating to the Master Lease with Windstream. |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | $ 7,978,363 | $ 7,608,978 | |
Less: accumulated depreciation | (5,391,479) | (5,222,731) | |
Underlying assets under operating leases, net | 2,586,884 | 2,386,247 | |
Land | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 26,593 | 26,596 | |
Building and Improvements | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 343,624 | 335,495 | |
Poles | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 281,130 | 266,758 | |
Fiber | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 3,278,276 | 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 | 3,918,281 | 3,850,988 | |
Conduit | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 89,859 | 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 | [1] | 28,126 | 32,660 |
Other assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | $ 10,649 | $ 10,425 | |
[1] | December 31, 2020 balance includes $4.5 million assets under operating leases sold on May 28, 2021. See Note 6. |
Leases - Schedule of Underlyi_2
Leases - Schedule of Underlying Assets under Operating Leases (Parenthetical) (Details) $ in Millions | Dec. 31, 2020USD ($) |
Uniti Fiber Northeast Operations and Dark Fiber IRU Contracts | Disposal Group, Held for Sale, Not qualified as Discontinued Operation | |
Lessor Lease Description [Line Items] | |
Assets under operating leases | $ 4.5 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Depreciation expense for underlying assets under operating leases | $ 178,348 | $ 209,946 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 4,649 | $ 3,702 |
Interest on lease liabilities | 2,383 | 3,807 |
Total finance lease cost | 7,032 | 7,509 |
Operating lease cost | 18,886 | 24,080 |
Short-term lease cost | 2,885 | 2,029 |
Variable lease cost | 492 | 679 |
Less sublease income | (12,752) | (12,273) |
Total lease cost | $ 16,543 | $ 22,024 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating leases | |||
ROU asset, net | [1] | $ 80,271 | $ 97,850 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets, net | Other assets, net | |
ROU liability | [2] | $ 57,349 | $ 71,483 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent | |
Finance leases | |||
ROU asset, gross | [3] | $ 72,284 | $ 128,098 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets, net | Other assets, net | |
ROU liability | [4] | $ 15,348 | $ 48,724 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilities | us-gaap:OtherLiabilities | |
Weighted-average remaining lease term | |||
Operating leases | 9 years 4 months 24 days | 12 years 2 months 12 days | |
Finance leases | 12 years 9 months 18 days | 13 years 3 months 18 days | |
Weighted-average discount rate | |||
Operating leases | 8.60% | 9.90% | |
Finance leases | 10.60% | 8.00% | |
[1] | December 31, 2020 balance includes $20.7 million ROU assets sold on May 28, 2021. See Note 6. | ||
[2] | December 31, 2020 balance includes $17.6 million lease liabilities sold on May 28, 2021. See Note 6. | ||
[3] | December 31, 2020 balance includes $54.0 million finance lease assets sold on May 28, 2021. See Note 6. | ||
[4] | December 31, 2020 balance includes $33.3 million finance lease obligations sold on May 28, 2021. See Note 6. |
Leases - Summary of Amounts R_2
Leases - Summary of Amounts Reported in Consolidated Balance Sheets for Leases (Parenthetical) (Details) - Uniti Fiber Northeast Operations and Dark Fiber IRU Contracts - Disposal Group, Held for Sale, Not qualified as Discontinued Operation $ in Millions | Dec. 31, 2020USD ($) |
Lessee Lease Description [Line Items] | |
ROU assets | $ 20.7 |
Lease liabilities | 17.6 |
Finance lease assets | 54 |
Finance lease obligations | $ 33.3 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows for finance leases | $ 2,383 | $ 3,807 | |
Operating cash flows for operating leases | 22,471 | 28,485 | |
Financing cash flows for finance leases | 2,019 | 3,702 | $ 4,257 |
Non-cash items: | |||
New operating leases and remeasurements, net | $ 15,230 | 2,681 | |
New finance leases | $ 31 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases | |||
2022 | $ 14,348 | ||
2023 | 12,381 | ||
2024 | 10,087 | ||
2025 | 7,504 | ||
2026 | 4,918 | ||
Thereafter | 36,283 | ||
Total undiscounted lease payments | 85,521 | ||
Less: imputed interest | (28,172) | ||
Total lease liabilities | [1] | 57,349 | $ 71,483 |
Finance Leases | |||
2022 | 2,329 | ||
2023 | 2,285 | ||
2024 | 2,083 | ||
2025 | 2,021 | ||
2026 | 2,021 | ||
Thereafter | 14,702 | ||
Total undiscounted lease payments | 25,441 | ||
Less: imputed interest | (10,093) | ||
Total lease liabilities | [2] | $ 15,348 | $ 48,724 |
[1] | December 31, 2020 balance includes $17.6 million lease liabilities sold on May 28, 2021. See Note 6. | ||
[2] | December 31, 2020 balance includes $33.3 million finance lease obligations sold on May 28, 2021. See Note 6. |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 9,542 |
2023 | 9,558 |
2024 | 9,661 |
2025 | 9,748 |
2026 | 9,833 |
Thereafter | 133,585 |
Total | $ 181,927 |
Business Combinations, Asset _3
Business Combinations, Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, FiberStrandMile in Millions, FiberRoute in Millions | May 28, 2021USD ($) | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Jul. 01, 2020USD ($) | Jun. 01, 2020USD ($) | Aug. 30, 2019USD ($)mi | Apr. 02, 2019USD ($) | Mar. 25, 2019USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Total cash consideration | $ 30,700 | $ 2,900 | |||||||||||||
Gain related to transaction | $ 5,000 | ||||||||||||||
Net loss on sale of operations | $ (28,143) | $ 2,242 | |||||||||||||
Goodwill | $ 601,878 | $ 690,672 | $ 601,878 | ||||||||||||
Bluebird Fiber Network | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 175,401 | ||||||||||||||
Number of fiber stand miles | mi | 178,000 | ||||||||||||||
Total consideration | $ 320,800 | ||||||||||||||
Transaction costs | 1,800 | ||||||||||||||
Cash paid for business acquisition | 175,000 | ||||||||||||||
Prepaid rent to be transferred for consideration | 144,000 | ||||||||||||||
Right of use assets acquired | 8,900 | ||||||||||||||
Right of use liabilities acquired | 3,100 | ||||||||||||||
Bluebird Fiber Network | Rights of Way | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 124,700 | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | ||||||||||||||
JKM Consulting Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid for business acquisition | $ 5,500 | ||||||||||||||
Goodwill | $ 1,700 | ||||||||||||||
Business acquisition date | Mar. 25, 2019 | ||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||
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 | ||||||||||||||
In-place Lease | Bluebird Fiber Network | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 50,700 | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | ||||||||||||||
Lessor, initial lease term | 20 years | ||||||||||||||
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 | ||||||||||||||
Uniti Fibers Midwest | MIP | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Sale of operation for cash consideration and prepaid rent received | $ 37,000 | ||||||||||||||
Net loss on sale of operations | 2,200 | ||||||||||||||
Goodwill | $ 2,200 | ||||||||||||||
Uniti Towers Business | Latin American | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Total cash consideration | $ 101,600 | ||||||||||||||
Gain related to transaction | $ 23,800 | ||||||||||||||
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 |
Business Combinations, Asset _4
Business Combinations, Asset Acquisitions and Dispositions - Schedule of Assets and Liabilities Sold (Details) - USD ($) $ in Thousands | May 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 |
Liabilities: | |||||
Total liabilities | $ 55,752 | ||||
Cash consideration | $ 2,900 | $ 30,700 | |||
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 |
Business Combinations, Asset _5
Business Combinations, Asset Acquisitions and Dispositions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 18, 2020 | Aug. 30, 2019 |
Windstream | ||
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 | |
Bluebird Fiber Network | ||
Consideration: | ||
Total consideration | $ 320,800 | |
Fair values of the assets acquired and liabilities assumed as of the acquisition date: | ||
Property, plant and equipment | 139,566 | |
Intangible assets, net | 175,401 | |
Other assets | 8,946 | |
Total assets acquired, net | 320,818 | |
Total consideration | 320,800 | |
Accounts payable, accrued expenses and other liabilities | $ (3,095) |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Aggregate investment in equity method | $ 64.2 | |
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 | $ 39.9 | |
BB Fiber Holdings LLC | Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Percentage of ownership interest | 42.00% | |
Harmoni | Variable Interest Entity, Not Primary Beneficiary | ||
Schedule Of Equity Method Investments [Line Items] | ||
Percentage of ownership interest | 7.00% | |
Current investment and maximum exposure to loss | $ 24.3 | |
Transition service fees earned | $ 0.3 | $ 0.7 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||
Derivative liability, net | $ 10,413 | $ 22,897 |
Settlement payable | 254,725 | 418,840 |
Contingent consideration | 2,957 | |
Total | 5,578,491 | 5,666,340 |
7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,351,576 | 2,410,313 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 561,000 | |
4.75% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 560,857 | |
6.50% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,087,844 | |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,112,775 | |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 659,992 | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 453,104 | 426,058 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 199,980 | 110,000 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 601,500 | |
Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Derivative liability, net | 10,413 | 22,897 |
Settlement payable | 254,725 | 418,840 |
Total | 5,578,491 | 5,663,383 |
Prices with Other Observable Inputs (Level 2) | 7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,351,576 | 2,410,313 |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 561,000 | |
Prices with Other Observable Inputs (Level 2) | 4.75% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 560,857 | |
Prices with Other Observable Inputs (Level 2) | 6.50% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,087,844 | |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,112,775 | |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 659,992 | |
Prices with Other Observable Inputs (Level 2) | Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 453,104 | 426,058 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | $ 199,980 | 110,000 |
Prices with Other Observable Inputs (Level 2) | 7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 601,500 | |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 2,957 | |
Total | $ 2,957 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | Oct. 13, 2021 | Feb. 02, 2021 | Jun. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 7.875% | ||||
7.875% Senior Secured Notes | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | |||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | |||
6.00% Senior Secured Notes | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | |||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | |||
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% | 4.75% | |||
Debt instrument, maturity date | Apr. 15, 2028 | Apr. 15, 2028 | |||
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% | 6.50% | |||
Debt instrument, maturity date | Feb. 15, 2029 | Feb. 15, 2029 | |||
8.25% Senior Unsecured Notes | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | 8.25% | ||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | Oct. 15, 2023 | ||
6.00% Senior Unsecured Notes due January 15, 2030 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | |||
Debt instrument, maturity date | Jan. 15, 2030 | Jan. 15, 2030 | |||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | |||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |||
Senior Secured Revolving Credit Facility | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Debt instrument, maturity date | Apr. 24, 2022 | Dec. 10, 2024 | Dec. 10, 2024 | ||
Debt instrument, original maturity date | Apr. 24, 2022 | ||||
7.125% Senior Unsecured Notes | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | |||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | Dec. 15, 2024 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)Installment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Principal amount of notes and other debt | $ 5,175,000 | $ 4,965,000 | ||
Remaining value of settlement payable | 239,384 | 418,840 | ||
Payments of contingent consideration | 2,979 | 15,713 | $ 32,253 | |
Increase in fair value of contingent consideration liability | 21 | 7,163 | $ (28,463) | |
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 Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 9,250,151 | $ 8,776,840 | |
Less accumulated depreciation | (5,741,212) | (5,503,487) | |
Property, plant and equipment, net | 3,508,939 | 3,273,353 | |
Land | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 28,449 | 27,945 | |
Building and Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 359,980 | 351,305 | |
Building and Improvements | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 3 years | |
Building and Improvements | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 40 years | |
Poles | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 30 years | |
Property, plant and equipment, gross | $ 281,130 | 266,758 | |
Fiber | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 30 years | |
Property, plant and equipment, gross | $ 4,107,519 | 3,737,372 | |
Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 331,761 | 298,912 | |
Equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 5 years | |
Equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 7 years | |
Copper | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 20 years | |
Property, plant and equipment, gross | $ 3,918,281 | 3,850,987 | |
Conduit | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 30 years | |
Property, plant and equipment, gross | $ 89,859 | 89,773 | |
Tower assets | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 20 years | |
Property, plant and equipment, gross | $ 8,544 | 8,571 | |
Finance Lease Assets | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 72,284 | 74,103 | |
Less accumulated depreciation | (18,400) | (16,800) | |
Construction in progress | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | 27,366 | 47,086 | |
Other assets | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 10,652 | 10,553 | |
Other assets | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 15 years | |
Other assets | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 20 years | |
Corporate assets | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 14,326 | $ 13,475 | |
Corporate assets | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 3 years | |
Corporate assets | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable Lives | [1] | 7 years | |
[1] | Certain property acquired from Windstream is depreciated using Windstream's estimated useful lives. Specifically, certain Fiber assets are depreciated using a 20 year life. |
Property, Plant and Equipment_2
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Parenthetical) (Details) - Fiber | 12 Months Ended | |
Dec. 31, 2021 | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | [1] |
Windstream | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
[1] | Certain property acquired from Windstream is depreciated using Windstream's estimated useful lives. Specifically, certain Fiber assets are depreciated using a 20 year life. |
Property, Plant and Equipment_3
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 261.2 | $ 301.2 | $ 377.3 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Jun. 28, 2019 | Jun. 27, 2019 | Jun. 25, 2019 | Apr. 27, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Unrealized gain (loss) on derivative instruments | $ 7,700,000 | $ 51,300,000 | |||||
Reclassification out of other comprehensive income into interest (expense) benefit | $ (446,296,000) | (497,128,000) | (390,112,000) | ||||
Ineffective portions of change in fair value derivatives | 0 | 0 | 0 | ||||
Estimated amount to be reclassified as an increase to interest expense | $ 9,200,000 | ||||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | |||||
Warrants expiring period | 2024-09 | ||||||
Proceeds from offering and sale of warrants | $ 50,800,000 | 50,819,000 | |||||
Exchangeable Notes | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Approximately net of proceeds from total offering exchangeable notes to pay cost of notes hedges | $ 70,000,000 | ||||||
Reclassification Out of Other Comprehensive Income | Designated as Cash Flow Hedges | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Reclassification out of other comprehensive income into interest (expense) benefit | $ (11,300,000) | $ (10,800,000) | $ 3,300,000 | ||||
Maximum | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Maximum number of shares issued pursuant to warrants | 55,500,000 | ||||||
Maximum | Warrants | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | |||||
Interest Rate Swap | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Derivative, notional value | $ 2,000,000,000 | ||||||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | $ 10,788 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Gross Amounts of Recognized Liabilities | 21,201 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets | 10,413 | $ 22,897 |
Interest Rate Swap | ||
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | 10,788 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Gross Amounts of Recognized Liabilities | 21,201 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets | $ 10,413 | $ 22,897 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 10,413 | $ 22,897 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 10,413 | $ 22,897 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Goodwill reclassified to held for sale | $ 17,794,000 | ||
Remaining weighted average amortization period of intangible assets | 14 years 10 months 24 days | ||
Remaining weighted average amortization period of intangible liabilities | 17 years 10 months 24 days | ||
Amortization | $ 29,800,000 | 28,200,000 | $ 27,200,000 |
Estimated amortization expense for 2022 | 29,700,000 | ||
Estimated amortization expense for 2023 | 29,800,000 | ||
Estimated amortization expense for 2024 | 29,700,000 | ||
Estimated amortization expense for 2025 | 29,700,000 | ||
Estimated amortization expense for 2026 | 29,700,000 | ||
Revenue related to amortization of below-market leases | 10,700,000 | 0 | $ 0 |
Estimated revenue due to amortization, 2022 | 10,700,000 | ||
Estimated revenue due to amortization, 2023 | 10,700,000 | ||
Estimated revenue due to amortization, 2024 | 10,700,000 | ||
Estimated revenue due to amortization, 2025 | 10,700,000 | ||
Estimated revenue due to amortization, 2026 | $ 10,700,000 | ||
Everstream | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill reclassified to held for sale | 17,800,000 | ||
Intangible assets reclassified to held for sale | $ 10,700,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill at December 31, 2019 | $ 601,878,000 | $ 690,672,000 | |
Goodwill impairment (Note 3) | (71,000,000) | ||
Goodwill reclassified to held for sale | (17,794,000) | ||
Goodwill at December 31, 2020 | 601,878,000 | 601,878,000 | $ 690,672,000 |
Fiber Infrastructure | |||
Goodwill [Line Items] | |||
Goodwill at December 31, 2019 | 601,878,000 | 690,672,000 | |
Goodwill impairment (Note 3) | 0 | (71,000,000) | 0 |
Goodwill reclassified to held for sale | (17,794,000) | ||
Goodwill at December 31, 2020 | $ 601,878,000 | $ 601,878,000 | $ 690,672,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 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 | (114,507) | (84,145) |
Total intangible assets, net | 364,630 | 390,725 |
Less: accumulated amortization | (13,368) | (2,200) |
Total intangible liabilities, net | 177,786 | 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 | (105,861) | (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 | (8,209) | (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 | (437) | (87) |
Acquired 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 | $ (13,368) | $ (2,200) |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2020 | Jun. 24, 2019 |
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | $ 5,175,000 | $ 4,965,000 | ||
Less unamortized discount, premium and debt issuance costs | (84,463) | (148,476) | ||
Notes and other debt less unamortized discount and debt issuance costs | 5,090,537 | 4,816,524 | ||
Senior Secured Notes - 6.00% Due April15, 2023 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 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] | ||||
Principal amount of notes and other debt | 2,250,000 | 2,250,000 | ||
Less unamortized discount, premium and debt issuance costs | (31,411) | (39,852) | ||
Senior Secured Notes - 4.75% Due April 15, 2028 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 570,000 | |||
Less unamortized discount, premium and debt issuance costs | (8,886) | |||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 1,110,000 | |||
Less unamortized discount, premium and debt issuance costs | (22,024) | |||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 345,000 | 345,000 | ||
Less unamortized discount, premium and debt issuance costs | (6,187) | (69,608) | ||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 600,000 | |||
Less unamortized discount, premium and debt issuance costs | (5,316) | |||
Senior Unsecured Notes - 6.50%, Due February 15, 2029 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 1,110,000 | |||
Less unamortized discount, premium and debt issuance costs | (20,797) | |||
Senior Unsecured Notes - 6.00%, Due January 15, 2030 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 700,000 | |||
Less unamortized discount, premium and debt issuance costs | (11,689) | |||
Senior Secured Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 200,000 | 110,000 | $ 560,500 | $ 575,900 |
Less unamortized discount, premium and debt issuance costs | $ (5,493) | $ (7,623) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Oct. 13, 2021 | Feb. 02, 2021 | Jun. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Issuance senior notes, stated percentage | 7.875% | ||||
Senior Secured Notes - 6.00% Due April15, 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | |||
Issuance senior notes, stated percentage | 6.00% | 6.00% | |||
Effective interest rate | 6.49% | 6.49% | |||
Senior Secured Notes - 7.875% Due February 15, 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | |||
Issuance senior notes, stated percentage | 7.875% | 7.875% | |||
Effective interest rate | 8.38% | 8.38% | |||
Senior Secured Notes - 4.75% Due April 15, 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Apr. 15, 2028 | Apr. 15, 2028 | |||
Issuance senior notes, stated percentage | 4.75% | 4.75% | |||
Effective interest rate | 5.04% | 5.04% | |||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | Oct. 15, 2023 | ||
Issuance senior notes, stated percentage | 8.25% | 8.25% | 8.25% | ||
Effective interest rate | 9.06% | 9.06% | |||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |||
Issuance senior notes, stated percentage | 4.00% | 4.00% | |||
Effective interest rate | 4.77% | 4.77% | |||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | Dec. 15, 2024 | ||
Issuance senior notes, stated percentage | 7.125% | 7.125% | |||
Effective interest rate | 7.38% | 7.38% | |||
Senior Unsecured Notes - 6.50%, Due February 15, 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Feb. 15, 2029 | Feb. 15, 2029 | |||
Issuance senior notes, stated percentage | 6.50% | 6.50% | |||
Effective interest rate | 6.83% | 6.83% | |||
Senior Unsecured Notes - 6.00%, Due January 15, 2030 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Jan. 15, 2030 | Jan. 15, 2030 | |||
Issuance senior notes, stated percentage | 6.00% | 6.00% | |||
Effective interest rate | 6.27% | 6.27% | |||
Senior Secured Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Apr. 24, 2022 | Dec. 10, 2024 | Dec. 10, 2024 |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2021 | Oct. 13, 2021 | May 06, 2021 | Feb. 02, 2021 | Jan. 01, 2021 | Dec. 10, 2020 | Feb. 10, 2020 | Jun. 28, 2019 | Jun. 24, 2019 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 20, 2021 |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 5,175,000 | $ 4,965,000 | ||||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||||||||
Repayments of debt | $ 2,260,000 | 2,044,728 | ||||||||||||
Cash interest expense for tender premium | 446,296 | 497,128 | $ 390,112 | |||||||||||
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 | |||||||||||||
Additional paid-in capital | 1,214,830 | 1,209,141 | ||||||||||||
Deferred tax liabilities | 10,540 | |||||||||||||
Amortization of deferred financing costs | 16,500 | 15,300 | $ 16,200 | |||||||||||
Cumulative Effect Adjustment for Adoption of New Accounting Standard | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Additional paid-in capital | $ (59,900) | (59,900) | ||||||||||||
Deferred tax liabilities | (15,800) | (15,800) | ||||||||||||
Retained earnings | 14,600 | $ 14,600 | ||||||||||||
Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 5.00% | |||||||||||||
Total leverage ratio | 6.50% | |||||||||||||
Maximum | Pro Forma | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 4.00% | |||||||||||||
Minimum | Windstream | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total leverage ratio | 300.00% | |||||||||||||
Minimum | Pro Forma | Windstream | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Total leverage ratio | 350.00% | |||||||||||||
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% | |||||||||||||
CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, debt default, description of violation or event of default | In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. | |||||||||||||
Debt Instrument, debt default, amount | $ 75,000 | |||||||||||||
Senior Secured Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 560,500 | $ 575,900 | $ 200,000 | $ 110,000 | ||||||||||
Debt instrument, maturity date | Apr. 24, 2022 | Dec. 10, 2024 | Dec. 10, 2024 | |||||||||||
Debt instrument, payable pursuant to fifth amendment | $ 101,600 | |||||||||||||
Debt instrument, non extended maturity amount | $ 72,400 | |||||||||||||
Repayments of debt | $ 174,000 | |||||||||||||
Commitment fee percentage of average amount of unused commitments | 0.50% | |||||||||||||
Commitment fee step-down percentage of average amount of unused commitments | 0.40% | |||||||||||||
Senior Secured Revolving Credit Facility | Maximum | Windstream | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 750,000 | |||||||||||||
Senior Secured Revolving Credit Facility | Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | 200,000 | |||||||||||||
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 | |||||||||||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | ||||||||||||
Net leverage ratio | 5.75% | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 8.38% | 8.38% | ||||||||||||
7.875% Senior Secured Notes | Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||||
Debt instrument, maturity date | Feb. 15, 2025 | |||||||||||||
Issuance of senior notes, principal amount | $ 2,250,000 | |||||||||||||
7.875% Senior Secured Notes | Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 2,250,000 | |||||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||||
Debt instrument, maturity year | 2025 | |||||||||||||
Net leverage ratio | 5.75% | |||||||||||||
6.00% Senior Secured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 700,000 | |||||||||||||
Issuance senior notes, stated percentage | 6.00% | |||||||||||||
Debt instrument, maturity date | Jan. 15, 2030 | |||||||||||||
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 date | Apr. 15, 2028 | Apr. 15, 2028 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 5.04% | 5.04% | ||||||||||||
6.50% Senior Unsecured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 1,110,000 | |||||||||||||
Issuance senior notes, stated percentage | 6.50% | 6.50% | ||||||||||||
Debt instrument, maturity date | Feb. 15, 2029 | Feb. 15, 2029 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 6.83% | 6.83% | ||||||||||||
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% | |||||||||||||
Non-Extended Revolving Credit Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 60,500 | |||||||||||||
Debt instrument, maturity date | Apr. 24, 2022 | |||||||||||||
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% | |||||||||||||
Extended Revolving Credit Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 500,000 | |||||||||||||
Debt instrument, maturity date | Dec. 10, 2024 | |||||||||||||
4.75% Senior Secured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 570,000 | |||||||||||||
6.00% Senior Secured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||||||||
Repayments of debt instrument | $ 550,000 | |||||||||||||
Debt issuance cost | $ 1,300 | |||||||||||||
Cash interest expense for tender premium | 3,000 | |||||||||||||
6.00% Senior Secured Notes | Interest Expense | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on repayment of tendered notes | $ 4,300 | |||||||||||||
Senior Unsecured Notes - 6.50%, Due February 24, 2029 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 1,110,000 | |||||||||||||
8.25% Senior Unsecured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 1,110,000 | |||||||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | 8.25% | |||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | Oct. 15, 2023 | |||||||||||
Debt issuance cost | $ 21,500 | |||||||||||||
Cash interest expense for tender premium | $ 17,600 | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 9.06% | 9.06% | ||||||||||||
8.25% Senior Unsecured Notes | Interest Expense | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on repayment of tendered notes | $ 39,100 | |||||||||||||
6.00% Senior Unsecured Notes due 2030 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 6.00% | |||||||||||||
Debt instrument, maturity date | Jan. 15, 2030 | |||||||||||||
Issuance of senior notes, principal amount | $ 700,000 | |||||||||||||
6.00% Senior Unsecured Notes due 2030 | Windstream | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from senior notes used to prepayment of settlement obligations under settlement agreement | $ 78,000 | |||||||||||||
7.125% Senior Unsecured Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 600,000 | |||||||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | Dec. 15, 2024 | |||||||||||
Repayments of debt instrument | $ 600,000 | |||||||||||||
Debt issuance cost | $ 1,800 | |||||||||||||
Cash interest expense for tender premium | $ 4,100 | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 7.38% | 7.38% | ||||||||||||
7.125% Senior Unsecured Notes | Interest Expense | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on repayment of tendered notes | $ 5,900 | |||||||||||||
Exchangeable Notes | ||||||||||||||
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 | Jun. 15, 2024 | ||||||||||||
Issuance of senior notes, principal amount | $ 345,000 | |||||||||||||
Debt issuance cost | $ 2,900 | |||||||||||||
Debt instrument, frequency of periodic payment | semiannually in arrears on June 15 and December 15 of each year | |||||||||||||
Debt Instrument,date of first required payment | Dec. 15, 2019 | |||||||||||||
Debt instrument, indenture exchange rate shares per thousand dollars principal amount | 80.4602 | |||||||||||||
Debt instrument, indenture exchange price per share | $ 12.43 | |||||||||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||||||||
Debt Instrument, redemption period, start date | Jun. 20, 2022 | |||||||||||||
Debt instrument, redemption threshold percentage of stock price | 130.00% | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 11.10% | |||||||||||||
Debt issuance costs commissions payable | $ 10,400 | |||||||||||||
Debt issuance costs payable to third party | 1,400 | |||||||||||||
Equity component value of convertible note issuance, net | $ 80,800 | |||||||||||||
Exchangeable Senior Unsecured Notes | Cumulative Effect Adjustment for Adoption of New Accounting Standard | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 336,500 | $ 275,400 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 4.80% | 11.10% | ||||||||||||
Increase in carrying amount of debt due to adoption | $ 61,100 |
Notes and Other Debt - Schedu_3
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long Term Debt By Maturity [Abstract] | ||
2024 | $ 545,000 | |
2025 | 2,250,000 | |
Thereafter | 2,380,000 | |
Total | $ 5,175,000 | $ 4,965,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Feb. 24, 2021 | May 17, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 265,220,753 | ||||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 1,744,975 | ||||
Dividend yield | 5.50% | 3.90% | 2.10% | ||
Number of shares authorized | 2,000,000 | ||||
Plan period description | Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. | ||||
Maximum employee subscription rate based on annual earnings, percentage | 15.00% | ||||
Maximum amount withheld by employee to purchase common stock | $ 25,000 | ||||
Purchase price of common stock, percentage | 85.00% | ||||
Number of shares sold to employees | 74,950 | 96,788 | 83,287 | ||
Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 691,241 | 996,037 | 833,448 | ||
Fair value of shares granted | $ 8,200,000 | ||||
Awards vesting period | 3 years | ||||
Shares available for future issuance | 2,676,776 | ||||
Weighted-average fair value | $ 11.82 | $ 10.39 | $ 11.62 | ||
Total fair value of shares vesting | $ 9,900,000 | $ 8,600,000 | $ 6,400,000 | ||
Unrecognized compensation expense | $ 8,600,000 | ||||
Weighted average vesting period | 9 months 18 days | ||||
Number of shares forfeited | 133,061 | ||||
Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 216,085 | 216,085 | 322,209 | 255,517 | |
Weighted-average fair value | $ 16.27 | $ 15.45 | $ 18.99 | ||
Unrecognized compensation expense | $ 3,900,000 | ||||
Weighted average vesting period | 1 year 2 months 12 days | ||||
Performance period | 3 years | ||||
Percentage of target amount | 100.00% | ||||
Aggregate value | $ 3,500,000 | ||||
Number of shares forfeited | 75,463 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Performance Awards | Termination of Service | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares forfeited | 75,463 | ||||
Performance Awards | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 0.00% | ||||
Performance Awards | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 200.00% | ||||
Restricted Stock Awards, Performance-Based Awards and ESPP | General And Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense recognized during the period | $ 13,800,000 | $ 13,700,000 | $ 10,800,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unvested balance | 1,561,415 | |||
Granted | 691,241 | 996,037 | 833,448 | |
Forfeited | (133,061) | |||
Vested | (765,622) | |||
Unvested balance | 1,353,973 | 1,561,415 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 12.33 | |||
Granted, Weighted Average Fair Value at Grant Date | 11.82 | $ 10.39 | $ 11.62 | |
Forfeited, Weighted Average Fair Value at Grant Date | 11.36 | |||
Vested, Weighted Average Fair Value at Grant Date | 12.95 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 11.58 | $ 12.33 | ||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 18,969 | ||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2021. The market value as of December 31, 2021 was $14.01 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2021, the final trading day of 2021. |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Parenthetical) (Details) | Dec. 31, 2021$ / shares |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 14.01 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested balance | 706,570 | ||||
Granted | 216,085 | 216,085 | 322,209 | 255,517 | |
Forfeited | (75,463) | ||||
Vested | (224,077) | ||||
Unvested balance | 623,115 | 706,570 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 17.64 | ||||
Granted, Weighted Average Fair Value at Grant Date | 16.27 | $ 15.45 | $ 18.99 | ||
Forfeited, Weighted Average Fair Value at Grant Date | 16.96 | ||||
Vested, Weighted Average Fair Value at Grant Date | 18.96 | ||||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 16.78 | $ 17.64 | |||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 8,730 | |||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2021. The market value as of December 31, 2021 was $14.01 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2021, the final trading day of 2021. |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Parenthetical) (Details) | Dec. 31, 2021$ / shares |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 14.01 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 3 years | 3 years | 3 years |
Expected volatility | 57.10% | 63.00% | 57.50% |
Expected annual dividend | 0.00% | 0.00% | 0.00% |
Risk free rate | 0.20% | 0.70% | 2.30% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions used to Value Purchase Rights Granted Under ESPP (Details) - Employee Stock Purchase Plan | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 6 months | 6 months |
Expected volatility | 28.00% | 72.00% | 24.00% |
Expected annual dividend | 5.50% | 3.90% | 2.10% |
Risk free rate | 0.10% | 0.20% | 2.10% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | May 02, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Stock | Exchangeable Notes | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 29,777,226 | 14,221,616 | ||
PEG Bandwidth, LLC | Series A Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Percentage of dividend rate on convertible preferred stock | 3.00% | |||
Preferred stock, par value | $ 0.0001 | |||
Performance Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 707,000 | 517,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) attributable to shareholders | $ 123,660 | $ (706,301) | $ 10,582 |
Less: Income allocated to participating securities | (1,077) | (1,078) | (549) |
Dividends declared on convertible preferred stock | (10) | (9) | (656) |
Amortization of discount on convertible preferred stock | (993) | ||
Net income (loss) attributable to common shareholders | $ 122,573 | $ (707,388) | $ 8,384 |
Denominator: | |||
Basic weighted-average common shares outstanding | 232,888 | 203,600 | 187,358 |
Basic earnings (loss) per common share | $ 0.53 | $ (3.47) | $ 0.04 |
Numerator: | |||
Net income (loss) attributable to shareholders | $ 123,660 | $ (706,301) | $ 10,582 |
Less: Income allocated to participating securities | (1,077) | (1,078) | (549) |
Dividends declared on convertible preferred stock | (10) | (9) | (656) |
Amortization of discount on convertible preferred stock | (993) | ||
Impact on if-converted dilutive securities | 11,926 | ||
Net income (loss) attributable to common shares | $ 134,499 | $ (707,388) | $ 8,384 |
Denominator: | |||
Basic weighted-average common shares outstanding | 232,888 | 203,600 | 187,358 |
Impact on if-converted dilutive securities | 30,809 | ||
Effect of dilutive non-participating securities | 380 | ||
Weighted-average shares for dilutive earnings per common share | 264,077 | 203,600 | 187,358 |
Dilutive earnings (loss) per common share | $ 0.51 | $ (3.47) | $ 0.04 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | Jan. 01, 2021 | Dec. 31, 2021 |
Segment Reporting [Abstract] | ||
Number of reportable business segments | 4 | |
Number of operating business segments | 2 | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 1,100,522,000 | $ 1,067,041,000 | $ 1,057,611,000 | ||
Adjusted EBITDA | 878,281,000 | 818,835,000 | 812,739,000 | ||
Interest expense, net | 446,296,000 | 497,128,000 | 390,112,000 | ||
Depreciation and amortization | 290,942,000 | 329,403,000 | 405,754,000 | ||
Other, net | 24,917,000 | 11,703,000 | (24,219,000) | ||
Settlement expense | $ 650,000,000 | 650,000,000 | |||
Goodwill impairment | 71,000,000 | ||||
Transaction related and other costs | 7,544,000 | 63,875,000 | 43,708,000 | ||
Gain on sale of operations | (28,143,000) | ||||
Gain on sale of real estate | (442,000) | (86,267,000) | (28,995,000) | ||
Stock-based compensation | 13,847,000 | 13,721,000 | 10,808,000 | ||
Income tax (benefit) expense | (4,916,000) | (15,203,000) | 4,663,000 | ||
Adjustments for equity in earnings from unconsolidated entities | 3,491,000 | 2,287,000 | |||
Net income (loss) | 124,745,000 | (718,812,000) | 10,908,000 | ||
Capital expenditures | [1] | 385,855,000 | 390,491,000 | 671,298,000 | |
Leasing | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 801,497,000 | 745,915,000 | 716,640,000 | ||
Adjusted EBITDA | 784,061,000 | 737,337,000 | 711,119,000 | ||
Depreciation and amortization | 174,622,000 | 201,321,000 | 282,107,000 | ||
Capital expenditures | [1] | 223,251,000 | 169,306,000 | 338,543,000 | |
Fiber Infrastructure | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 299,025,000 | 314,363,000 | 315,605,000 | ||
Adjusted EBITDA | 118,452,000 | 112,289,000 | 126,754,000 | ||
Depreciation and amortization | 116,065,000 | 126,211,000 | 114,566,000 | ||
Goodwill impairment | 0 | 71,000,000 | 0 | ||
Capital expenditures | [1] | 162,463,000 | 197,023,000 | 233,506,000 | |
Towers | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,112,000 | 14,693,000 | |||
Adjusted EBITDA | 77,000 | (595,000) | |||
Depreciation and amortization | 783,000 | 6,474,000 | |||
Capital expenditures | [1] | 24,162,000 | 99,234,000 | ||
Consumer CLEC | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 651,000 | 10,673,000 | |||
Adjusted EBITDA | (545,000) | 1,955,000 | |||
Depreciation and amortization | 791,000 | 1,879,000 | |||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | (24,232,000) | (30,323,000) | (26,494,000) | ||
Depreciation and amortization | 255,000 | $ 297,000 | 728,000 | ||
Capital expenditures | [1] | $ 141,000 | $ 15,000 | ||
[1] | Segment capital expenditures represents capital expenditures, the Windstream Asset Purchase Agreement and Bluebird asset acquisition (see Note 6) as reported in the investing activities section of the Consolidated Statements of Cash Flows. |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,809,243 | $ 4,731,818 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,521,406 | 2,295,289 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,249,860 | 2,354,569 |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Total assets | 8,707 | |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 37,977 | $ 73,253 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, FiberStrandMile in Millions, FiberRoute in Millions | Oct. 14, 2021USD ($) | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Sep. 09, 2020$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)Installment$ / shares | Dec. 31, 2020USD ($)$ / shares |
Commitments And Contingencies [Line Items] | ||||||
Settlement of litigation | $ 650,000,000 | $ 650,000,000 | ||||
Initial fair value | $ 5,578,491,000 | $ 5,666,340,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Obligations under tax matters agreement | $ 0 | |||||
Windstream Creditors | ||||||
Commitments And Contingencies [Line Items] | ||||||
Common stock agreed to sell | shares | 38,633,470 | |||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Closing price of common stock | $ / shares | $ 6.33 | |||||
Windstream | ||||||
Commitments And Contingencies [Line Items] | ||||||
Quarterly cash payments to be made after emergence | 24,500,000 | |||||
Cash payment in equal installments emergence from bankruptcy | $ 490,100,000 | |||||
Number of installments | Installment | 20 | |||||
Percentage of committed purchase of assets | 9.00% | |||||
Initial fair value | $ 438,600,000 | |||||
Effective rate of payments recognized as interest expense | 4.70% | |||||
Prepayment of settlement obligations under settlement agreement | $ 92,900,000 | |||||
Settlement payments | $ 215,400,000 | |||||
Agreement to invest growth capital improvements | 1,750,000,000 | |||||
Growth Capital Improvements except maintenance or repair expenditures and expenditures towards cost incurred for fiber replacements | 70,000,000 | |||||
Growth capital improvements fund annual limit | 250,000,000 | |||||
Growth capital improvements funded during the period | 84,700,000 | |||||
Growth capital improvements reimbursement amount | 221,500,000 | |||||
Amount allowed for under the settlement represented the reimbursement of capital improvements | 28,500,000 | |||||
Payments to acquire assets | $ 284,600,000 | |||||
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 | |||||
Right of use asset and underlying rights of fiber strand miles | FiberStrandMile | 0.4 | |||||
IRU annual EBITDA from fiber strand miles conveyed | $ 28,900,000 | |||||
Windstream | Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Commitment amount | 265,300,000 | |||||
Windstream | 6.00% Senior Notes due 2030 | ||||||
Commitments And Contingencies [Line Items] | ||||||
Proceeds from senior notes used to prepayment of settlement obligations under settlement agreement | $ 78,000,000 | |||||
Separate Equipment Loan Facilities | ||||||
Commitments And Contingencies [Line Items] | ||||||
Annual reimbursement commitment payments due year one through four | 225,000,000 | |||||
Annual reimbursement commitment payments, due year six | 175,000,000 | |||||
Annual reimbursement commitment payments, due year seven through nine | $ 125,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | $ (2,141,658) | ||
Changes in foreign currency translation | $ (63) | ||
Net other comprehensive income (loss) | 11,317 | $ 3,119 | (54,675) |
Balance at end of period | (2,127,792) | (2,141,658) | |
Accumulated other comprehensive income (loss) at end of period | (9,164) | (20,367) | (23,442) |
Cash Flow Hedge Changes in Fair Value Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | (30,353) | (23,442) | 30,042 |
Other comprehensive loss before reclassifications | 0 | (7,713) | (51,288) |
Amounts reclassified from accumulated other comprehensive income | 0 | 677 | (3,324) |
Net other comprehensive income (loss) | (30,353) | (30,478) | (24,570) |
Less: Other comprehensive income (loss) attributable to noncontrolling interest | 0 | (125) | (1,128) |
Balance at end of period | (30,353) | (30,353) | (23,442) |
Interest Rate Swap Termination | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 9,986 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 11,317 | 10,155 | 0 |
Balance at end of period | 21,303 | 10,155 | 0 |
Less: Other comprehensive income (loss) attributable to noncontrolling interest | 114 | 169 | 0 |
Balance at end of period | 21,189 | 9,986 | 0 |
Foreign Currency Translation Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 0 | 0 | 63 |
Changes in foreign currency translation | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | (63) |
Net other comprehensive income (loss) | 0 | 0 | 0 |
Less: Other comprehensive income (loss) attributable to noncontrolling interest | 0 | 0 | 0 |
Balance at end of period | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 15, 2019 | Dec. 31, 2017 | Aug. 31, 2016 | |
Income Taxes [Line Items] | ||||
Annual distribution requirement to shareholders | 90.00% | 90.00% | ||
Issuance senior notes, stated percentage | 7.875% | |||
Debt instrument, maturity year | 2025 | |||
Deferred tax asset, valuation allowance | $ 0 | |||
Net operating loss | $ 165,200,000 | |||
Percentage of net operating loss carryforwards limitation. | 80.00% | |||
Net operating loss limitations on use | approximately $375.4 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act | |||
Income tax examination, year open to examination | 2018 | |||
Interest and penalties net of tax recognized | $ 0 | |||
Accrued interest and penalties on unrecognized tax benefits | $ 1,300,000 | |||
Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2026 | |||
Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2037 | |||
Tax Without Expire Period | ||||
Income Taxes [Line Items] | ||||
Net operating loss | $ 375,400,000 | |||
Tower Cloud, Inc. | ||||
Income Taxes [Line Items] | ||||
Business acquisition date | Aug. 31, 2016 | |||
Percentage of equity acquired | 100.00% | |||
Net operating loss | $ 18,300,000 | $ 81,200,000 | ||
Tower Cloud, Inc. | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2026 | |||
Tower Cloud, Inc. | Maximum | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2036 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ (71) | $ (901) | $ 10,401 |
State | 1,622 | (498) | 2,742 |
Foreign | 87 | 2,948 | |
Total current expense | 1,551 | (1,312) | 16,091 |
Deferred | |||
Federal | (5,066) | (7,665) | (9,378) |
State | (1,401) | (6,226) | (2,050) |
Total deferred expense | (6,467) | (13,891) | (11,428) |
Total income tax (benefit) expense | $ (4,916) | $ (15,203) | $ 4,663 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations, before tax | $ 119,844 | $ (734,015) | $ 15,571 |
Income tax at U.S. statutory federal rate | 25,167 | (154,143) | 3,270 |
Increases (decreases) resulting from: | |||
State taxes, net of federal benefit | 288 | (3,452) | 407 |
Benefit of REIT status | (30,565) | 129,742 | (2,188) |
Goodwill impairment | 14,910 | ||
Return to accrual | 193 | (2,795) | 104 |
Permanent differences | 1 | 448 | 122 |
Foreign taxes | 87 | 2,948 | |
Total income tax (benefit) expense | $ (4,916) | $ (15,203) | $ 4,663 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Deferred revenue | $ 29,275 | $ 34,207 |
Accrued bonuses | 3 | |
Stock-based compensation | 503 | 801 |
Accrued expenses and other | 183 | 270 |
Asset retirement obligation | 1,791 | 1,429 |
Inventory reserve | 140 | 241 |
Excess business interest expense | 306 | 17 |
Lease asset liability | 13,952 | 16,842 |
Settlement obligation | 710 | 883 |
Debt discount and interest expense | 10,040 | |
Other | 2,215 | 3,032 |
Net operating loss carryforwards | 139,020 | 126,464 |
Deferred tax assets | 198,135 | 184,189 |
Deferred tax liabilities: | ||
Property, plant and equipment | (97,372) | (103,441) |
Customer list intangible | (40,941) | (42,898) |
Other intangible amortization | (28,689) | (24,852) |
Right of use asset | (16,039) | (18,443) |
Deferred or prepaid costs | (3,373) | (3,041) |
Debt discount and interest expense | (2,034) | |
Other | (20) | |
Deferred tax liabilities | (186,414) | (194,729) |
Deferred tax asset, net | $ 11,721 | |
Deferred tax (liability), net | $ (10,540) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Uncertainties [Abstract] | ||
Balance at January 1 | $ 1,734 | $ 1,734 |
Balance at December 31 | $ 1,734 | $ 1,734 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule Cash Paid For Interest Expenses And Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest, net of capitalized interest | $ 375,578 | $ 314,276 | $ 344,464 |
Income taxes, net of refunds | $ 1,386 | $ 1,155 | $ 16,073 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 02, 2021USD ($)shares | Sep. 18, 2020$ / sharesshares | Jul. 02, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 09, 2020$ / shares | Jun. 22, 2020USD ($)$ / shares | Sep. 02, 2016USD ($) |
Schedule Of Capitalization Equity [Line Items] | |||||||||
Common stock, shares issued | 234,779,000 | 231,262,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Aggregate offering price of common stock | $ | $ 23 | $ 23 | |||||||
Stock issued during period, value, conversion of convertible securities | $ | $ 87,500 | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Common stock, shares outstanding | 234,779,247 | 231,262,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Shares available for future issuance | 265,220,753 | ||||||||
At The Market Offering Program | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Available of common stock value for issuance | $ | $ 117,100 | ||||||||
At The Market Offering Program | Maximum | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Aggregate offering price of common stock | $ | $ 250,000 | ||||||||
Windstream Creditors | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Closing price of common stock | $ / shares | $ 6.33 | ||||||||
Windstream Creditors | Stock Purchase Agreements | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Common stock, shares issued | 38,633,470 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Closing price of common stock | $ / shares | $ 6.33 | ||||||||
Common stock lock up period | 1 year | ||||||||
Op Units | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Common stock, shares issued | 2,768,199 | ||||||||
Carrying value of units exchanged held by third parties | $ | $ 55,200 | ||||||||
Percentage of units exchanged held by third parties | 80.00% | ||||||||
Equity interest conversion ratio | 1 | ||||||||
Common Stock | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Stock issued during period conversion of convertible securities | 8,677,163 | ||||||||
Stock issued during period, value, conversion of convertible securities | $ | $ 87,500 | ||||||||
Common Stock | PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | |||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||
Number of shares converted | 87,500 |
Dividends (Distributions) - Add
Dividends (Distributions) - Additional Information (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Payments Of Dividends [Abstract] | ||||||
Common stock distribution per share | $ 0.45 | [1] | $ 0.60 | [2] | $ 0.97 | [3] |
[1] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 17, 2021, your dividend payment of $0.1500 per share received in January 2022 will be reported on Form 1099-DIV for the 2022 taxable year for federal income tax purposes. | |||||
[2] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 15, 2020, your dividend payment of $0.1500 per share received in January 2021 was reported on Form 1099-DIV for the 2020 taxable year for federal income tax purposes. | |||||
[3] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Dividends (Distributions) - Sch
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2021 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | [3] | |||
Payments Of Dividends [Abstract] | |||||||
Ordinary dividends | $ 0.45 | $ 0.52 | [2] | $ 0.97 | |||
Capital gain distribution | [2] | 0.08 | |||||
Total | $ 0.45 | $ 0.60 | [2] | $ 0.97 | |||
[1] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 17, 2021, your dividend payment of $0.1500 per share received in January 2022 will be reported on Form 1099-DIV for the 2022 taxable year for federal income tax purposes. | ||||||
[2] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 15, 2020, your dividend payment of $0.1500 per share received in January 2021 was reported on Form 1099-DIV for the 2020 taxable year for federal income tax purposes. | ||||||
[3] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Dividends (Distributions) - S_2
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Parenthetical) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payments Of Dividends [Abstract] | |||
Dividends payable, date of record | Dec. 17, 2021 | Dec. 15, 2020 | Dec. 31, 2019 |
Dividend payment, per share | $ 0.1500 | $ 0.1500 | $ 0.2200 |
Dividend payable date | 2022-01 | 2021-01 | 2020-01 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, description | we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation | ||
Expense recognized under defined contribution plan | $ 2.1 | $ 2.2 | $ 1.7 |
Defined Contribution Plan First 3% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 100.00% | ||
Percentage of employee's compensation contributed | 3.00% | ||
Defined Contribution Plan Next 2% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 50.00% | ||
Percentage of employee's compensation contributed | 2.00% |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||
Cash and cash equivalents | $ 58,903 | $ 77,534 | |
Other assets | 119,171 | 152,883 | |
Total Assets | 4,809,243 | 4,731,818 | |
Liabilities: | |||
Dividends payable | 1,264 | 36,725 | |
Total liabilities | 6,923,017 | 6,804,194 | |
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: 234,779 shares at December 31, 2021 and 231,262 at December 31, 2020 | 23 | 23 | |
Additional paid-in capital | 1,214,830 | 1,209,141 | |
Accumulated other comprehensive loss | (9,164) | (20,367) | $ (23,442) |
Distributions in excess of accumulated earnings | (3,333,481) | (3,330,455) | |
Total Uniti shareholders' deficit | (2,127,792) | (2,141,658) | |
Total Liabilities and Shareholders' Deficit | 4,809,243 | 4,731,818 | |
Uniti Group Inc. | |||
Assets: | |||
Cash and cash equivalents | 3,112 | 2,284 | |
Other assets | 1,541 | 37,894 | |
Total Assets | 4,653 | 40,178 | |
Liabilities: | |||
Accrued other liabilities | 2,462 | 1,145 | |
Dividends payable | 1,159 | 36,205 | |
Cash distributions and losses in excess of investments in consolidated subsidiaries | 2,128,824 | 2,144,486 | |
Total liabilities | 2,132,445 | 2,181,836 | |
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: 234,779 shares at December 31, 2021 and 231,262 at December 31, 2020 | 23 | 23 | |
Additional paid-in capital | 1,214,830 | 1,209,141 | |
Accumulated other comprehensive loss | (9,164) | (20,367) | |
Distributions in excess of accumulated earnings | (3,333,481) | (3,330,455) | |
Total Uniti shareholders' deficit | (2,127,792) | (2,141,658) | |
Total Liabilities and Shareholders' Deficit | $ 4,653 | $ 40,178 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 234,779,000 | 231,262,000 |
Common stock, shares outstanding | 234,779,247 | 231,262,000 |
Uniti Group Inc. | ||
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 234,779,000 | 231,262,000 |
Common stock, shares outstanding | 234,779,000 | 231,262,000 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Costs and Expenses: | |||
General and administrative expense | $ 101,176 | $ 104,975 | $ 102,900 |
Total costs and expenses | 982,795 | 1,801,154 | 1,042,040 |
Earnings (loss) from consolidated subsidiaries | 2,102 | 98 | 0 |
Income tax (benefit) expense | (4,916) | (15,203) | 4,663 |
Net income (loss) attributable to shareholders | 123,660 | (706,301) | 10,582 |
Comprehensive income (loss) attributable to shareholders | 134,863 | (703,226) | (42,639) |
Uniti Group Inc. | |||
Costs and Expenses: | |||
General and administrative expense | (58) | 42 | 36 |
Transaction related costs | 18 | 101 | 2,138 |
Total costs and expenses | (40) | 143 | 2,174 |
Operating income (loss) | 40 | (143) | (2,174) |
Earnings (loss) from consolidated subsidiaries | 124,810 | (708,139) | 24,730 |
Income (Loss) before income taxes | 124,850 | (708,282) | 22,556 |
Income tax (benefit) expense | 1,190 | (1,981) | 11,974 |
Net income (loss) attributable to shareholders | 123,660 | (706,301) | 10,582 |
Comprehensive income (loss) attributable to shareholders | $ 134,863 | $ (703,226) | $ (42,639) |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities | |||
Net cash provided by operating activities | $ 499,157 | $ 157,233 | $ 616,982 |
Cash flow from investing activities | |||
Proceeds from sale of real estate, net of cash | 1,034 | 391,885 | 130,429 |
Net cash (used in) provided by investing activities | (321,221) | 1,394 | (544,781) |
Cash flow from financing activities | |||
Settlement Common Stock issuance (Note 20) | 244,550 | ||
Dividends paid | (141,371) | (135,676) | (138,731) |
Proceeds from issuance of Notes | 2,380,000 | 2,250,000 | 345,000 |
Payments for financing costs | (27,660) | (50,875) | (49,497) |
Common stock issuance, net of costs | 21,641 | ||
Payments related to tax withholding for stock-based compensation | (4,100) | (1,097) | (1,834) |
Proceeds from sale of warrants | 50,800 | 50,819 | |
Payment for bond hedge option | (70,035) | ||
Employee stock purchase plan | 672 | 676 | 883 |
Net cash (used in) provided by financing activities | (196,567) | (223,906) | 32,629 |
Net (decrease) increase in cash and cash equivalents | (18,631) | (65,279) | 104,787 |
Cash and cash equivalents at beginning of period | 77,534 | 142,813 | 38,026 |
Cash and cash equivalents at end of period | 58,903 | 77,534 | 142,813 |
Non-cash investing and financing activities: | |||
Settlement of contingent consideration through non-cash consideration | 11,178 | ||
Uniti Group Inc. | |||
Cash flow from operating activities | |||
Net cash provided by operating activities | 141,527 | 94,533 | 199,572 |
Cash flow from investing activities | |||
Proceeds from sale of real estate, net of cash | 2,488 | ||
Net cash (used in) provided by investing activities | 2,488 | ||
Cash flow from financing activities | |||
Settlement Common Stock issuance (Note 20) | 244,550 | ||
Dividends paid | (141,371) | (135,676) | (138,731) |
Proceeds from issuance of Notes | 83,665 | ||
Payments for financing costs | (2,895) | ||
Common stock issuance, net of costs | 21,641 | ||
Payments related to tax withholding for stock-based compensation | (4,100) | (1,097) | (1,834) |
Proceeds from sale of warrants | 50,819 | ||
Payment for bond hedge option | (70,035) | ||
Intercompany transactions, net | 4,100 | (244,125) | (102,411) |
Employee stock purchase plan | 672 | 676 | 883 |
Net cash (used in) provided by financing activities | (140,699) | (135,672) | (158,898) |
Net (decrease) increase in cash and cash equivalents | 828 | (41,139) | 43,162 |
Cash and cash equivalents at beginning of period | 2,284 | 43,423 | 261 |
Cash and cash equivalents at end of period | $ 3,112 | $ 2,284 | 43,423 |
Non-cash investing and financing activities: | |||
Settlement of contingent consideration through non-cash consideration | $ 11,178 |
Schedule I - Additional Informa
Schedule I - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Uniti Group Inc. | |||
Condensed Financial Statements Captions [Line Items] | |||
Cash dividends received from subsidiaries | $ 139.9 | $ 134.7 | $ 136.2 |
Uniti Group LP | |||
Condensed Financial Statements Captions [Line Items] | |||
Percentage of partnership interests owned | 99.70% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Account (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 2,940 | $ 2,743 | $ 2,288 |
Charged to Cost and Expenses | 1,522 | 1,783 | 1,140 |
Charged to Other Accounts | 472 | ||
Deductions | (1,745) | (2,058) | (685) |
Balance at End of Period | $ 2,717 | $ 2,940 | $ 2,743 |
Schedule III - Real Estate In_2
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 7,742,069 | $ 7,387,915 | $ 7,394,951 |
Accumulated Depreciation | 5,366,918 | $ 5,205,395 | $ 5,022,929 |
Land | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 26,593 | ||
Building and Improvements | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 343,624 | ||
Accumulated Depreciation | $ 193,080 | ||
Building and Improvements | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 3 years | ||
Building and Improvements | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 40 years | ||
Poles | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 281,130 | ||
Accumulated Depreciation | $ 193,494 | ||
Depreciable Lives | 30 years | ||
Fiber | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,041,546 | ||
Accumulated Depreciation | $ 1,452,498 | ||
Depreciable Lives | 30 years | ||
Copper | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,918,281 | ||
Accumulated Depreciation | $ 3,451,376 | ||
Depreciable Lives | 20 years | ||
Conduit | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 89,859 | ||
Accumulated Depreciation | $ 67,983 | ||
Depreciable Lives | 30 years | ||
Towers | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 1,397 | ||
Accumulated Depreciation | $ 881 | ||
Depreciable Lives | 20 years | ||
Finance Lease Assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 25,511 | ||
Accumulated Depreciation | 3,818 | ||
Other assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 10,649 | ||
Accumulated Depreciation | $ 3,788 | ||
Other assets | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 15 years | ||
Other assets | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 20 years | ||
Construction in progress | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,479 |
Schedule III - Real Estate In_3
Schedule III - Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) - USD ($) | Sep. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate And Accumulated Depreciation [Line Items] | ||||
Tenant capital improvements | $ 139,012,000 | $ 102,396,000 | $ 164,742,000 | |
Growth capital improvements | 221,498,000 | $ 84,700,000 | ||
New lease, aggregate reimbursements made for certain growth capital improvements | 319,600,000 | |||
Aggregate cost of real estate federal income tax | 7,100,000,000 | |||
Windstream | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | 221,500,000 | |||
Windstream | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 1,750,000,000 | $ 1,750,000,000 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying cost: | ||
Gross amount at beginning | $ 7,387,915 | $ 7,394,951 |
Tenant capital improvements | 110,506 | 102,396 |
Growth capital improvements | 221,498 | 84,700 |
Acquisitions | 3,975 | 220,674 |
Other | 38,165 | 170 |
Total additions | 374,144 | 407,940 |
Cost of real estate sold or disposed | 19,990 | 414,976 |
Total deductions | 19,990 | 414,976 |
Balance at end | 7,742,069 | 7,387,915 |
Accumulated depreciation: | ||
Gross amount of accumulated depreciation at beginning | 5,205,395 | 5,022,929 |
Depreciation | 170,977 | 202,877 |
Other | 7,345 | |
Total additions | 178,322 | 202,877 |
Amount of accumulated depreciation for assets sold or disposed | 16,799 | 20,411 |
Total deductions | 16,799 | 20,411 |
Balance at end | $ 5,366,918 | $ 5,205,395 |
Schedule III - Carrying Cost _2
Schedule III - Carrying Cost and Accumulated Depreciation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Tenant capital improvements total | $ 139,012 | $ 102,396 | $ 164,742 |
Reimbursement of growth capital improvements | 28,500 | ||
Growth capital improvements | $ 221,498 | $ 84,700 |