Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-36708 | ||
Entity Registrant Name | Uniti Group Inc. | ||
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 | ||
Title of each class | Common Stock, $0.0001 Par Value | ||
Trading Symbol | UNIT | ||
Name of each exchange on which registered | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,388,293,808 | ||
Entity Common Stock, Shares Outstanding | 237,252,934 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to the 2023 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001620280 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Property, plant and equipment, net | $ 3,754,547,000 | $ 3,508,939,000 |
Cash and cash equivalents | 43,803,000 | 58,903,000 |
Accounts receivable, net | 42,631,000 | 38,455,000 |
Goodwill | 361,378,000 | 601,878,000 |
Intangible assets, net | 334,846,000 | 364,630,000 |
Straight-line revenue receivable | 68,595,000 | 41,323,000 |
Operating lease right-of-use assets, net | 88,545,000 | 80,271,000 |
Other assets, net | 77,597,000 | 38,900,000 |
Investments in unconsolidated entities | 38,656,000 | 64,223,000 |
Deferred income tax assets, net | 40,631,000 | 11,721,000 |
Total Assets | 4,851,229,000 | 4,809,243,000 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 122,195,000 | 86,874,000 |
Settlement payable (Note 3) | 251,098,000 | 239,384,000 |
Intangible liabilities, net | 167,092,000 | 177,786,000 |
Accrued interest payable | 121,316,000 | 109,826,000 |
Deferred revenue | 1,190,041,000 | 1,134,236,000 |
Derivative liability, net | 0 | 10,413,000 |
Dividends payable | 2,000 | 1,264,000 |
Operating lease liabilities | 66,356,000 | 57,349,000 |
Finance lease obligations | 15,520,000 | 15,348,000 |
Notes and other debt, net | 5,188,815,000 | 5,090,537,000 |
Total liabilities | 7,122,435,000 | 6,923,017,000 |
Commitments and contingencies (Note 16) | ||
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 235,829 shares at December 31, 2022 and 234,779 at December 31, 2021 | 24,000 | 23,000 |
Additional paid-in capital | 1,210,033,000 | 1,214,830,000 |
Accumulated other comprehensive loss | 0 | (9,164,000) |
Distributions in excess of accumulated earnings | (3,483,634,000) | (3,333,481,000) |
Total Uniti shareholders' deficit | (2,273,577,000) | (2,127,792,000) |
Noncontrolling interests: | ||
Operating partnership units | 2,121,000 | 13,893,000 |
Cumulative non-voting convertible preferred stock, $0.01 par value, 6 shares authorized, 3 issued and outstanding | 250,000 | 125,000 |
Total shareholders' deficit | (2,271,206,000) | (2,113,774,000) |
Total Liabilities and Shareholders' Deficit | $ 4,851,229,000 | $ 4,809,243,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares outstanding (in shares) | 235,829,485 | 234,779,000 |
Common stock, shares issued (in shares) | 235,829,000 | 234,779,000 |
Cumulative non-voting convertible preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Cumulative non-voting convertible preferred shares authorized (in shares) | 6,000 | 6,000 |
Cumulative non-voting convertible preferred shares issued (in shares) | 3,000 | 3,000 |
Cumulative non-voting convertible preferred shares outstanding (in shares) | 3,000 | 3,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenue | $ 1,128,847 | $ 1,100,522 | $ 1,067,041 |
Costs and Expenses: | |||
Interest expense, net | 376,832 | 446,296 | 497,128 |
Depreciation and amortization | 292,788 | 290,942 | 329,403 |
General and administrative expense | 100,992 | 101,176 | 104,975 |
Operating expense (exclusive of depreciation, accretion and amortization) | 143,131 | 146,869 | 159,337 |
Settlement expense (Note 3) | 0 | 0 | 650,000 |
Goodwill impairment (Note 3) | 240,500 | 0 | 71,000 |
Transaction related and other costs | 10,340 | 7,544 | 63,875 |
Gain on sale of real estate | (433) | (442) | (86,267) |
Gain on sale of operations | (176) | (28,143) | 0 |
Other expense (income), net | (7,269) | 18,553 | 11,703 |
Total costs and expenses | 1,156,705 | 982,795 | 1,801,154 |
(Loss) income before income taxes and equity in earnings from unconsolidated entities | (27,858) | 117,727 | (734,113) |
Income tax (benefit) expense | (17,365) | (4,916) | (15,203) |
Equity in earnings from unconsolidated entities | (2,371) | (2,102) | (98) |
Net (loss) income | (8,122) | 124,745 | (718,812) |
Net income (loss) attributable to noncontrolling interests | 153 | 1,085 | (12,511) |
Net (loss) income attributable to shareholders | (8,275) | 123,660 | (706,301) |
Participating securities' share in earnings | (1,135) | (1,077) | (1,078) |
Dividends declared on convertible preferred stock | (20) | (10) | (9) |
Net (loss) income attributable to common shares | $ (9,430) | $ 122,573 | $ (707,388) |
Earnings (loss) per common share (Note 14): | |||
Basic (in dollars per share) | $ (0.04) | $ 0.53 | $ (3.47) |
Diluted (in dollars per share) | $ (0.04) | $ 0.51 | $ (3.47) |
Weighted-average number of common shares outstanding | |||
Basic weighted-average common shares outstanding (in shares) | 235,567 | 232,888 | 203,600 |
Diluted (in shares) | 235,567 | 264,077 | 203,600 |
Leasing | |||
Revenues: | |||
Total revenue | $ 827,457 | $ 801,497 | $ 745,915 |
Fiber Infrastructure | |||
Revenues: | |||
Total revenue | 301,390 | 299,025 | 314,363 |
Costs and Expenses: | |||
Goodwill impairment (Note 3) | 240,500 | 71,000 | |
Tower | |||
Revenues: | |||
Total revenue | 0 | 0 | 6,112 |
Consumer CLEC | |||
Revenues: | |||
Total revenue | $ 0 | $ 0 | $ 651 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net (loss) income | $ (8,122) | $ 124,745 | $ (718,812) |
Other comprehensive income (loss): | |||
Other comprehensive income (loss) | 9,243 | 11,317 | 3,119 |
Comprehensive income (loss) | 1,121 | 136,062 | (715,693) |
Comprehensive income (loss) attributable to noncontrolling interest | 232 | 1,199 | (12,467) |
Comprehensive income (loss) attributable to shareholders | 889 | 134,863 | (703,226) |
Non-Terminated Derivatives | |||
Other comprehensive income (loss): | |||
Unrealized loss on derivative contracts | 0 | 0 | (7,036) |
Terminated Interest Rate Swap | |||
Other comprehensive income (loss): | |||
Interest rate swap termination | $ 9,243 | $ 11,317 | $ 10,155 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Total | Cumulative Effect Adjustment for Adoption of New Accounting Standard | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect Adjustment for Adoption of New Accounting Standard | Accumulated Other Comprehensive (Loss) Income | Distributions in Excess of Accumulated Earnings | Distributions in Excess of Accumulated Earnings Cumulative Effect Adjustment for Adoption of New Accounting Standard | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non- voting Preferred Shares |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative effect adjustment for adoption of new account standard | $ (1,483,164,000) | $ 19,000 | $ 951,295,000 | $ (23,442,000) | $ (2,494,740,000) | $ 83,704,000 | $ 0 | |||
Common stock, outstanding, beginning balance (in shares) at Dec. 31, 2019 | 192,141,634 | |||||||||
Beginning balance, value at Dec. 31, 2019 | (1,483,164,000) | $ 19,000 | 951,295,000 | (23,442,000) | (2,494,740,000) | 83,704,000 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (718,812,000) | (706,301,000) | (12,511,000) | |||||||
Other comprehensive income | 3,119,000 | 3,075,000 | 44,000 | |||||||
Common stock dividends declared | (129,414,000) | (129,414,000) | ||||||||
Distributions to noncontrolling interest | (2,080,000) | (2,080,000) | ||||||||
Issuance of non-voting convertible preferred stock | 125,000 | 125,000 | ||||||||
Payments related to tax withholding for stock-based compensation | (1,097,000) | (1,097,000) | ||||||||
Stock-based compensation (in shares) | 390,066 | |||||||||
Stock-based compensation | 13,721,000 | 13,721,000 | ||||||||
Issuance of common stock - employee stock purchase plan (in shares) | 96,788 | |||||||||
Issuance of common stock - employee stock purchase plan | 676,000 | 676,000 | ||||||||
Settlement common stock (in shares) | 38,633,470 | |||||||||
Settlement Common Stock (Note 20) | 244,550,000 | $ 4,000 | 244,546,000 | |||||||
Common stock, outstanding, ending balance (in shares) at Dec. 31, 2020 | 231,261,958 | |||||||||
Ending balance, value at Dec. 31, 2020 | $ (2,072,376,000) | $ (45,310,000) | $ 23,000 | 1,209,141,000 | $ (59,908,000) | (20,367,000) | (3,330,455,000) | $ 14,598,000 | 69,157,000 | 125,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting Standards Update [Extensible Enumeration] | ASU 2020-06 | |||||||||
Cumulative effect adjustment for adoption of new account standard | $ (2,072,376,000) | $ (45,310,000) | $ 23,000 | 1,209,141,000 | $ (59,908,000) | (20,367,000) | (3,330,455,000) | $ 14,598,000 | 69,157,000 | 125,000 |
Net (loss) income | 124,745,000 | 123,660,000 | 1,085,000 | |||||||
Other comprehensive income | 11,317,000 | 11,203,000 | 114,000 | |||||||
Common stock dividends declared | (141,284,000) | (141,284,000) | ||||||||
Distributions to noncontrolling interest | (1,285,000) | (1,285,000) | ||||||||
Exchange of noncontrolling interest (in shares) | 2,768,199 | |||||||||
Exchange of noncontrolling interest | 0 | 55,178,000 | (55,178,000) | |||||||
Payments related to tax withholding for stock-based compensation | (4,100,000) | (4,100,000) | ||||||||
Stock-based compensation (in shares) | 674,140 | |||||||||
Stock-based compensation | 13,847,000 | 13,847,000 | ||||||||
Issuance of common stock - employee stock purchase plan (in shares) | 74,950 | |||||||||
Issuance of common stock - employee stock purchase plan | $ 672,000 | 672,000 | ||||||||
Common stock, outstanding, ending balance (in shares) at Dec. 31, 2021 | 234,779,000 | 234,779,247 | ||||||||
Ending balance, value at Dec. 31, 2021 | $ (2,113,774,000) | $ 23,000 | 1,214,830,000 | (9,164,000) | (3,333,481,000) | 13,893,000 | 125,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative effect adjustment for adoption of new account standard | (2,113,774,000) | $ 23,000 | 1,214,830,000 | (9,164,000) | (3,333,481,000) | 13,893,000 | 125,000 | |||
Net (loss) income | (8,122,000) | (8,275,000) | 153,000 | |||||||
Other comprehensive income | 9,243,000 | 9,164,000 | 79,000 | |||||||
Common stock dividends declared | (141,753,000) | (141,753,000) | ||||||||
Distributions to noncontrolling interest | (127,000) | (127,000) | ||||||||
Issuance of non-voting convertible preferred stock | 0 | (125,000) | 125,000 | |||||||
Exchange of noncontrolling interest (in shares) | 244,682 | |||||||||
Exchange of noncontrolling interest | (4,620,000) | 7,257,000 | (11,877,000) | |||||||
Payments related to tax withholding for stock-based compensation | (4,913,000) | (4,913,000) | ||||||||
Stock-based compensation (in shares) | 735,702 | |||||||||
Stock-based compensation | 12,751,000 | $ 0 | 12,751,000 | |||||||
Issuance of common stock - employee stock purchase plan (in shares) | 69,854 | |||||||||
Issuance of common stock - employee stock purchase plan | 589,000 | 589,000 | ||||||||
Payments to settle capped call option | (21,149,000) | (21,149,000) | ||||||||
Payment for settlement of common stock warrant | (522,000) | (522,000) | ||||||||
Termination of bond hedge option | $ 1,190,000 | 1,190,000 | ||||||||
Common stock, outstanding, ending balance (in shares) at Dec. 31, 2022 | 235,829,485 | 235,829,485 | ||||||||
Ending balance, value at Dec. 31, 2022 | $ (2,271,206,000) | $ 24,000 | 1,210,033,000 | 0 | (3,483,634,000) | 2,121,000 | 250,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative effect adjustment for adoption of new account standard | $ (2,271,206,000) | $ 24,000 | $ 1,210,033,000 | $ 0 | $ (3,483,634,000) | $ 2,121,000 | $ 250,000 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends (in dollars per share) | $ 0.60 | $ 0.60 | $ 0.60 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities | |||
Net (loss) income | $ (8,122) | $ 124,745 | $ (718,812) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 292,788 | 290,942 | 329,403 |
Amortization of deferred financing costs and debt discount | 18,147 | 18,122 | 36,955 |
(Gain) Loss on debt extinguishment | (10,754) | 49,280 | 73,952 |
Interest rate swap termination | 9,243 | 11,317 | 10,155 |
Deferred income taxes | (28,909) | (6,467) | (13,891) |
Equity in earnings from unconsolidated entities | (2,371) | (2,102) | (98) |
Distributions of cumulative earnings from unconsolidated entities | 3,969 | 3,922 | 1,960 |
Cash paid for interest rate swap settlement | (10,413) | (12,483) | (7,818) |
Straight-line rental revenues | (40,925) | (41,239) | (6,872) |
Stock-based compensation | 12,751 | 13,847 | 13,721 |
Change in fair value of contingent consideration | 0 | 21 | 7,163 |
Gain on sale of operations | (176) | (28,143) | 0 |
Gain on sale of unconsolidated entity | (7,923) | 0 | 0 |
Goodwill impairment (Note 3) | 240,500 | 0 | 71,000 |
Gain on prepayment of settlement payable (Note 3) | 0 | (5,432) | 0 |
Loss (gain) on asset disposals | 898 | (213) | 1,796 |
Gain on sale of real estate | (433) | (442) | (86,267) |
Accretion of settlement payable | 11,714 | 16,901 | 0 |
Other | (72) | 124 | (297) |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (4,176) | 24,497 | 12,634 |
Other assets | 15,148 | 14,161 | (24,141) |
Accounts payable, accrued expenses and other liabilities | (30,769) | 27,799 | 37,850 |
Settlement payable (Note 3) | 0 | 0 | 418,840 |
Net cash provided by operating activities | 460,115 | 499,157 | 157,233 |
Cash flow from investing activities | |||
Proceeds from sale of other equipment | 1,815 | 1,487 | 0 |
Proceeds from sale of operations (Note 6) | 541 | 62,113 | 0 |
Proceeds from sale of real estate, net of cash | 665 | 1,034 | 391,885 |
Proceeds from sale of unconsolidated entity | 32,527 | 0 | 0 |
Capital expenditures | (427,567) | (385,855) | (317,084) |
Asset acquisitions (Note 6) | 0 | 0 | (73,407) |
Net cash (used in) provided by investing activities | (392,019) | (321,221) | 1,394 |
Cash flow from financing activities | |||
Repayment of debt | (194,043) | (2,260,000) | (2,044,728) |
Proceeds from issuance of Notes | 306,500 | 2,380,000 | 2,250,000 |
Dividends paid | (142,950) | (141,371) | (135,676) |
Payments of settlement payable | 0 | (190,924) | 0 |
Payments of contingent consideration | 0 | (2,979) | (15,713) |
Borrowings under revolving credit facility | 180,000 | 310,000 | 170,000 |
Payments under revolving credit facility | (192,000) | (220,000) | (635,019) |
Finance lease payments | (1,193) | (2,019) | (3,702) |
Payments for financing costs | (9,852) | (27,660) | (50,875) |
Payments for capped call option | (21,149) | 0 | 0 |
Payment for settlement of common stock warrant | (522) | 0 | 0 |
Termination of bond hedge option | 1,190 | 0 | 0 |
Settlement Common Stock issuance (Note 20) | 0 | 0 | 244,550 |
Costs related to early repayment of debt | 0 | (36,486) | 0 |
Distributions paid to noncontrolling interest | (233) | (1,700) | (2,322) |
Payment for exchange of noncontrolling interest | (4,620) | 0 | 0 |
Employee stock purchase plan | 589 | 672 | 676 |
Payments related to tax withholding for stock-based compensation | (4,913) | (4,100) | (1,097) |
Net cash used in financing activities | (83,196) | (196,567) | (223,906) |
Effect of exchange rates on cash and cash equivalents | 0 | 0 | |
Net decrease in cash and cash equivalents | (15,100) | (18,631) | (65,279) |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 58,903 | 77,534 | |
Cash and cash equivalents at beginning of period | 58,903 | 77,534 | |
Cash and cash equivalents at end of period | 43,803 | 58,903 | 77,534 |
Non-cash investing and financing activities: | |||
Property and equipment acquired but not yet paid | 8,519 | 15,395 | 15,230 |
Tenant capital improvements | 119,685 | 139,012 | 102,396 |
Receipt of equity method investment value in exchange for assets | $ 0 | $ 0 | $ 67,904 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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 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. 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, 2022, we are the sole general partner of the Operating Partnership and own approximately 99.96% of the partnership interests in the Operating Partnership. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates —The preparation of financial statements, in accordance with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying financial statements, and such differences could be material. Property, Plant and Equipment —Property, 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, 2022 and 2021, the accumulated amortization of our finance lease assets was $22.2 million and $18.4 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 no 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 —The leases with Windstream (as discussed below) provide that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacements to the leased network, 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 the TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as property, plant and equipment and deferred revenue. We depreciate the property, plant and equipment over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. At December 31, 2022 and 2021, the net book value of TCIs recorded as a component of property, plant and equipment on our Consolidated Balance Sheet was $884.4 million and $838.8 million, respectively. For the years ended December 31, 2022, 2021 and 2020, we recognized $43.2 million, $39.0 million, and $35.1 million of revenue and depreciation expense related to TCIs, respectively. Impairment of Long-Lived Assets —We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future undiscounted net cash flows we expect the asset group to generate. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value based on discounted net future cash flows. Assets held for sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell. During the years ended December 31, 2022, 2021 and 2020, there were no events or changes in circumstances indicating that the carrying amount of any of our assets groups was not recoverable from future undiscounted net cash flows we expect the asset groups to generate, and no impairment losses were recognized. Asset Retirement Obligations —The 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, 2022 and 2021, our aggregate carrying amount of asset retirement obligations totaled $13.3 million and $11.8 million, respectively. During the year ended December 31, 2022, we incurred no liabilities related to asset retirement obligations. During the year ended December 31, 2021, we incurred $0.4 million related to asset retirement obligations. During the years ended December 31, 2022, 2021, and 2020, we recognized $1.7 million, $1.5 million, and $1.3 million of accretion expense related to asset retirement obligations, respectively, included in depreciation and amortization expense in our Consolidated Statements of Income (Loss). Cash and Cash Equivalents —Cash and cash equivalents include all non-restricted cash held at financial institutions and other non-restricted highly liquid short-term investments with original maturities of three months or less. Derivative Instruments and Hedging Activities —We account for our derivatives in accordance with FASB ASC 815, Derivatives and Hedging , in which we reflect all derivative instruments at fair value as either assets or liabilities on our Consolidated Balance Sheet. For derivative instruments that are designated and qualify as hedging instruments, we record the effective portion of the gain or loss on the hedged instruments as a component of accumulated other comprehensive income or loss. Any ineffective portion of a derivative’s change in fair value is immediately recognized within net income. For derivatives that do not meet the criteria for hedge accounting, changes in fair value are immediately recognized within net income. See Note 8 and Note 10 . Exchangeable Notes and Related Transactions —On June 28, 2019, Uniti Fiber Holdings Inc., a subsidiary of the Company, issued $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable 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. In accordance with ASC 470-20, Debt – Debt with Conversion and Other Options , because the conversion feature in the Exchangeable Notes is not bifurcated pursuant to ASC 815, Derivatives and Hedging , and because the conversion can be settled in cash, shares, or a combination thereof, the Exchangeable Notes were separated into a liability component and an equity component in a manner that reflects Uniti Fiber Holdings Inc.’s non-convertible debt borrowing rate. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. See Note 1 2 . The Company adopted ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) on January 1, 2021. 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.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. 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 or their respective affiliates (collectively, the “2019 Counterparties”). In addition, the Company entered into warrant transactions to sell to the 2019 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 each 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 Note Hedge Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit. See No te 1 0 Intangible Assets —Intangible 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. Transaction Related and Other Costs —The Company expenses non-capitalizable transaction related and other costs in the period in which they are incurred and services are received. Transaction related costs include incremental acquisition pursuit, transaction and integration costs, including unsuccessful acquisition pursuit costs. Pursuit and transaction costs include professional services (legal, accounting, advisory, regulatory, etc.), finder’s fees, travel expenses, and other direct expenses associated with a business acquisition. Integration costs include direct costs necessary to integrate an acquired business, including professional services, systems and data conversion, severance and retention bonuses payable to employees of an acquired business. In addition, other costs, such as costs incurred as a result of Windstream’s bankruptcy filing, costs associated with Windstream’s claims against us (see Note 16 ), and costs associated with the implementation of our enterprise resource planning system are included within this line item on the Consolidated Statements of Income (Loss). Settlement Expense —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 (as defined in Note 5 ) 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 May 26, 2020, UMB Bank, National Association and U.S. Bank National Association ("U.S. Bank"), 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. 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 filed a notice of appeal in the United States Court of Appeals for the Second Circuit from the district court’s order. On November 8, 2022, U.S. Bank petitioned the Second Circuit for a rehearing or, in the alternative, a rehearing en banc of the October 25 summary opinion affirming the district court's dismissal of U.S. Bank's appeal. On December 16, 2022, the Second Circuit denied the petition for a rehearing or a rehearing en banc . On September 21, 2020, Windstream emerged from bankruptcy following its voluntary petition for relief under Chapter 11 of the Bankruptcy Code. In connection with Windstream’s emergence from bankruptcy, Uniti entered into several agreements and consummated the transactions, each as described herein, to implement its settlement (the “Settlement”) with Windstream pursuant to the settlement agreement dated as of May 12, 2020 between Uniti and Windstream. Pursuant to the Settlement, Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and the Master Lease. 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 settlement agreement. The stipulation and order was entered by the bankruptcy court on January 25, 2021. In accordance with the Settlement, we have a number of obligations including the following: i. we are obligated to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020, and we may prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). As of December 31, 2022, the Company has made payments totaling $215.4 million; ii. we are obligated to reimburse Windstream for Growth Capital Improvements as described in Note 5 iii. we closed the Stock Purchase Agreement with certain first lien creditors of Windstream (see Note 20 iv. we closed the Asset Purchase Agreement with Windstream (see Note 6 ). Debt Issuance Costs —The Company recognizes debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The costs, which include underwriting, legal, and other direct costs related to the issuance of debt, are amortized over the contractual term of the debt using the effective interest method. Revenue Recognition — The following is a description of principal activities, separated by reportable segments (see Note 1 5 ), from which the Company generates its revenues. We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, they are not included in revenue. Leasing Leasing revenue represents the results from our leasing segment, 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 . The Windstream Leases (as defined in Note 5 ) are long-term exclusive triple-net leases, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. 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 lease revenues 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 our former small consumer competitive local exchange carrier business (the "Consumer CLEC Business" or "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 capitalize commission fees as costs of obtaining a contract when those commissions are incremental and expected to be recovered from the revenue contract and we amortize those capitalized costs consistent with the pattern of transfer of the product or service to which the capitalized costs relate. The amortization of these costs are included in general and administrative expense on the Consolidated Statements of Income (Loss). 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, 2022 and 2021, our allowance for credit losses was $2.9 million and $2.7 million, respectively. Credit losses for the years ended December 31, 2022, 2021 and 2020 were $0.6 million, $1.5 million and $1.8 million, respectively. Straight-Line Revenue Receivable —We evaluate the collectability of our straight-line revenue receivables in accordance with the provisions of ASC 842, Leases ("ASC 842"), where if the collectability of lease payments is not probable at the commencement date, or at any time during the lease term, then we limit the lease revenue to the lesser of the revenue recognized on a straight-line basis or cash basis. If our assessment of collectability changes after the commencement date, we record the difference between the lease revenue that would have been recognized on a straight-line basis and cash basis as a current period adjustment to lease revenue. Leases —We classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method (a finance lease) or as a single lease cost recognized on a straight-line basis over the term of the lease (an operating lease). We recognize an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys 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 as a lessee 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 separately stated on our Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments. 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, we limit the lease revenue to the lesser of the revenue recognized on a straight-line basis or cash basis. 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 co |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2022 2021 2020 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 78,977 $ 86,915 $ 106,125 Enterprise and wholesale 85,820 86,390 78,702 E-Rate and government 64,219 74,396 80,428 Other 2,827 3,272 4,341 Fiber Infrastructure $ 231,843 $ 250,973 $ 269,596 Leasing 4,590 4,449 1,420 Consumer CLEC — — 651 Total revenue from contracts with customers 236,433 255,422 271,667 Revenue accounted for under leasing guidance Leasing 822,867 797,048 744,495 Fiber Infrastructure 69,547 48,052 44,767 Towers — — 6,112 Total revenue accounted for under leasing guidance 892,414 845,100 795,374 Total revenue $ 1,128,847 $ 1,100,522 $ 1,067,041 At December 31, 2022 and 2021, lease receivables were $26.2 million and $19.4 million, respectively, and receivables from contracts with customers were $16.1 million and $14.7 million, respectively. Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. Contract assets are reported within accounts receivables, net on our Consolidated Balance Sheets. 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, 2022, 2021, and 2020, we recognized revenues of $6.4 million, $13.2 million, and $5.4 million, respectively that was included in the December 31, 2021, December 31, 2020, and December 31, 2019 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, 2021 $ 4,066 $ 9,099 Balance at December 31, 2022 $ 173 $ 8,699 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of December 31, 2022, our future revenues (i.e. transaction price related to remaining performance obligations) under contract accounted for under ASC 606 totaled $563.4 million, of which $463.8 million is related to contracts that are currently being invoiced and have an average remaining contract term of 2.3 years, while $99.7 million represents our backlog for sales bookings which have yet to be installed and have an average remaining contract term of 5.7 years. We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Lessor Accounting We lease communications towers, ground, colocation, other communication equipment and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from less than one year to 35 years, most of which include options to extend or renew the leases for less than one year to 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one The components of lease income for the years ended December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Lease income - operating leases $ 892,414 $ 845,100 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of December 31, 2022 are as follows: (Thousands) December 31, 2022 (1) 2023 $ 779,794 2024 792,205 2025 793,341 2026 794,728 2027 795,338 Thereafter 2,295,504 Total lease receivables $ 6,250,910 (1) Total future minimum lease payments to be received include $5.3 billion relating to the Windstream Leases. The underlying assets under operating leases where we are the lessor as of December 31, 2022 and 2021 are summarized as follows: (Thousands) December 31, 2022 December 31, 2021 Land $ 26,549 $ 26,593 Building and improvements 346,093 343,624 Poles 296,941 281,130 Fiber 3,529,835 3,278,276 Equipment 437 428 Copper 3,964,439 3,918,281 Conduit 89,963 89,859 Tower assets 1,397 1,397 Finance lease assets 28,126 28,126 Other assets 10,434 10,649 8,294,214 7,978,363 Less: accumulated depreciation (5,542,726) (5,391,479) Underlying assets under operating leases, net $ 2,751,488 $ 2,586,884 Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2022 and 2021 is summarized as follows: (Thousands) Year Ended Year Ended Depreciation expense for underlying assets under operating leases $ 176,160 $ 178,348 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation, other communication equipment, dark fiber lease arrangements and buildings. We also have finance leases for automobiles and dark fiber lease arrangements. 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 As of December 31, 2022, we have short term lease commitments amounting to approximately $2.9 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, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Finance lease cost Amortization of ROU assets $ 3,793 $ 4,649 Interest on lease liabilities 1,437 2,383 Total finance lease cost 5,230 7,032 Operating lease cost 19,946 18,886 Short-term lease cost 3,109 2,885 Variable lease cost 547 492 Less sublease income (13,683) (12,752) Total lease cost $ 15,149 $ 16,543 Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2022 and 2021 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2022 December 31, 2021 Operating leases ROU asset, net Operating lease right-of-use assets, net $ 88,545 $ 80,271 ROU liability Operating lease liabilities 66,356 57,349 Finance leases ROU asset, gross Property, plant and equipment, net $ 73,487 $ 72,284 ROU liability Finance lease obligations 15,520 15,348 Weighted-average remaining lease term Operating leases 10.1 years 9.4 years Finance leases 11.5 years 12.8 years Weighted-average discount rate Operating leases 8.6 % 8.6 % Finance leases 10.1 % 10.6 % Other information related to leases as of December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 1,437 $ 2,383 Operating cash flows for operating leases 19,874 22,471 Financing cash flows for finance leases 1,193 2,019 Non-cash items: New operating leases and remeasurements, net $ 23,173 $ 15,230 New finance leases 1,314 — Future lease payments under non-cancellable leases as of December 31, 2022 are as follows: (Thousands) Operating Leases Finance Leases 2023 $ 16,252 $ 2,560 2024 13,755 2,370 2025 11,113 2,316 2026 8,440 2,316 2027 5,908 2,185 Thereafter 47,179 12,718 Total undiscounted lease payments $ 102,647 $ 24,465 Less: imputed interest (36,291) (8,945) Total lease liabilities $ 66,356 $ 15,520 Future sublease rentals as of December 31, 2022 are as follows: (Thousands) Sublease Rentals 2023 $ 9,659 2024 9,763 2025 9,852 2026 9,937 2027 9,961 Thereafter 124,096 Total $ 173,268 Windstream Leases Pursuant to the Spin-Off, Uniti entered into a long-term exclusive triple-net lease (the “Master Lease”) with Windstream, pursua nt to which a substantial portion of our real property is leased to Windstream and from which a substantial portion of our leasing revenues are currently derived. In connection with Windstream’s emergence from bankruptcy, 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 $663.0 million. 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, $225 million in 2021 and 2022 and are limited to $225 million per year in 2023 and 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 reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the Windstream Leases, and such failure continues for thirty (30) days, then such un reimbursed amounts may be applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts will thereafter be treated as if Uniti had reimburs 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 Growth Capital Improvement 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, 2022. The Windstream Leases provide that 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. |
Leases | Leases Lessor Accounting We lease communications towers, ground, colocation, other communication equipment and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from less than one year to 35 years, most of which include options to extend or renew the leases for less than one year to 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one The components of lease income for the years ended December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Lease income - operating leases $ 892,414 $ 845,100 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of December 31, 2022 are as follows: (Thousands) December 31, 2022 (1) 2023 $ 779,794 2024 792,205 2025 793,341 2026 794,728 2027 795,338 Thereafter 2,295,504 Total lease receivables $ 6,250,910 (1) Total future minimum lease payments to be received include $5.3 billion relating to the Windstream Leases. The underlying assets under operating leases where we are the lessor as of December 31, 2022 and 2021 are summarized as follows: (Thousands) December 31, 2022 December 31, 2021 Land $ 26,549 $ 26,593 Building and improvements 346,093 343,624 Poles 296,941 281,130 Fiber 3,529,835 3,278,276 Equipment 437 428 Copper 3,964,439 3,918,281 Conduit 89,963 89,859 Tower assets 1,397 1,397 Finance lease assets 28,126 28,126 Other assets 10,434 10,649 8,294,214 7,978,363 Less: accumulated depreciation (5,542,726) (5,391,479) Underlying assets under operating leases, net $ 2,751,488 $ 2,586,884 Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2022 and 2021 is summarized as follows: (Thousands) Year Ended Year Ended Depreciation expense for underlying assets under operating leases $ 176,160 $ 178,348 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation, other communication equipment, dark fiber lease arrangements and buildings. We also have finance leases for automobiles and dark fiber lease arrangements. 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 As of December 31, 2022, we have short term lease commitments amounting to approximately $2.9 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, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Finance lease cost Amortization of ROU assets $ 3,793 $ 4,649 Interest on lease liabilities 1,437 2,383 Total finance lease cost 5,230 7,032 Operating lease cost 19,946 18,886 Short-term lease cost 3,109 2,885 Variable lease cost 547 492 Less sublease income (13,683) (12,752) Total lease cost $ 15,149 $ 16,543 Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2022 and 2021 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2022 December 31, 2021 Operating leases ROU asset, net Operating lease right-of-use assets, net $ 88,545 $ 80,271 ROU liability Operating lease liabilities 66,356 57,349 Finance leases ROU asset, gross Property, plant and equipment, net $ 73,487 $ 72,284 ROU liability Finance lease obligations 15,520 15,348 Weighted-average remaining lease term Operating leases 10.1 years 9.4 years Finance leases 11.5 years 12.8 years Weighted-average discount rate Operating leases 8.6 % 8.6 % Finance leases 10.1 % 10.6 % Other information related to leases as of December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 1,437 $ 2,383 Operating cash flows for operating leases 19,874 22,471 Financing cash flows for finance leases 1,193 2,019 Non-cash items: New operating leases and remeasurements, net $ 23,173 $ 15,230 New finance leases 1,314 — Future lease payments under non-cancellable leases as of December 31, 2022 are as follows: (Thousands) Operating Leases Finance Leases 2023 $ 16,252 $ 2,560 2024 13,755 2,370 2025 11,113 2,316 2026 8,440 2,316 2027 5,908 2,185 Thereafter 47,179 12,718 Total undiscounted lease payments $ 102,647 $ 24,465 Less: imputed interest (36,291) (8,945) Total lease liabilities $ 66,356 $ 15,520 Future sublease rentals as of December 31, 2022 are as follows: (Thousands) Sublease Rentals 2023 $ 9,659 2024 9,763 2025 9,852 2026 9,937 2027 9,961 Thereafter 124,096 Total $ 173,268 Windstream Leases Pursuant to the Spin-Off, Uniti entered into a long-term exclusive triple-net lease (the “Master Lease”) with Windstream, pursua nt to which a substantial portion of our real property is leased to Windstream and from which a substantial portion of our leasing revenues are currently derived. In connection with Windstream’s emergence from bankruptcy, 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 $663.0 million. 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, $225 million in 2021 and 2022 and are limited to $225 million per year in 2023 and 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 reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the Windstream Leases, and such failure continues for thirty (30) days, then such un reimbursed amounts may be applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts will thereafter be treated as if Uniti had reimburs 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 Growth Capital Improvement 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, 2022. The Windstream Leases provide that 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. |
Leases | Leases Lessor Accounting We lease communications towers, ground, colocation, other communication equipment and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from less than one year to 35 years, most of which include options to extend or renew the leases for less than one year to 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one The components of lease income for the years ended December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Lease income - operating leases $ 892,414 $ 845,100 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of December 31, 2022 are as follows: (Thousands) December 31, 2022 (1) 2023 $ 779,794 2024 792,205 2025 793,341 2026 794,728 2027 795,338 Thereafter 2,295,504 Total lease receivables $ 6,250,910 (1) Total future minimum lease payments to be received include $5.3 billion relating to the Windstream Leases. The underlying assets under operating leases where we are the lessor as of December 31, 2022 and 2021 are summarized as follows: (Thousands) December 31, 2022 December 31, 2021 Land $ 26,549 $ 26,593 Building and improvements 346,093 343,624 Poles 296,941 281,130 Fiber 3,529,835 3,278,276 Equipment 437 428 Copper 3,964,439 3,918,281 Conduit 89,963 89,859 Tower assets 1,397 1,397 Finance lease assets 28,126 28,126 Other assets 10,434 10,649 8,294,214 7,978,363 Less: accumulated depreciation (5,542,726) (5,391,479) Underlying assets under operating leases, net $ 2,751,488 $ 2,586,884 Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2022 and 2021 is summarized as follows: (Thousands) Year Ended Year Ended Depreciation expense for underlying assets under operating leases $ 176,160 $ 178,348 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation, other communication equipment, dark fiber lease arrangements and buildings. We also have finance leases for automobiles and dark fiber lease arrangements. 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 As of December 31, 2022, we have short term lease commitments amounting to approximately $2.9 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, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Finance lease cost Amortization of ROU assets $ 3,793 $ 4,649 Interest on lease liabilities 1,437 2,383 Total finance lease cost 5,230 7,032 Operating lease cost 19,946 18,886 Short-term lease cost 3,109 2,885 Variable lease cost 547 492 Less sublease income (13,683) (12,752) Total lease cost $ 15,149 $ 16,543 Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2022 and 2021 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2022 December 31, 2021 Operating leases ROU asset, net Operating lease right-of-use assets, net $ 88,545 $ 80,271 ROU liability Operating lease liabilities 66,356 57,349 Finance leases ROU asset, gross Property, plant and equipment, net $ 73,487 $ 72,284 ROU liability Finance lease obligations 15,520 15,348 Weighted-average remaining lease term Operating leases 10.1 years 9.4 years Finance leases 11.5 years 12.8 years Weighted-average discount rate Operating leases 8.6 % 8.6 % Finance leases 10.1 % 10.6 % Other information related to leases as of December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 1,437 $ 2,383 Operating cash flows for operating leases 19,874 22,471 Financing cash flows for finance leases 1,193 2,019 Non-cash items: New operating leases and remeasurements, net $ 23,173 $ 15,230 New finance leases 1,314 — Future lease payments under non-cancellable leases as of December 31, 2022 are as follows: (Thousands) Operating Leases Finance Leases 2023 $ 16,252 $ 2,560 2024 13,755 2,370 2025 11,113 2,316 2026 8,440 2,316 2027 5,908 2,185 Thereafter 47,179 12,718 Total undiscounted lease payments $ 102,647 $ 24,465 Less: imputed interest (36,291) (8,945) Total lease liabilities $ 66,356 $ 15,520 Future sublease rentals as of December 31, 2022 are as follows: (Thousands) Sublease Rentals 2023 $ 9,659 2024 9,763 2025 9,852 2026 9,937 2027 9,961 Thereafter 124,096 Total $ 173,268 Windstream Leases Pursuant to the Spin-Off, Uniti entered into a long-term exclusive triple-net lease (the “Master Lease”) with Windstream, pursua nt to which a substantial portion of our real property is leased to Windstream and from which a substantial portion of our leasing revenues are currently derived. In connection with Windstream’s emergence from bankruptcy, 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 $663.0 million. 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, $225 million in 2021 and 2022 and are limited to $225 million per year in 2023 and 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 reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the Windstream Leases, and such failure continues for thirty (30) days, then such un reimbursed amounts may be applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts will thereafter be treated as if Uniti had reimburs 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 Growth Capital Improvement 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, 2022. The Windstream Leases provide that 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. |
Business Combinations, Asset Ac
Business Combinations, Asset Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations, Asset Acquisitions and Dispositions | 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 ), should be combined for the accounting purpose of ASC 842. As such, total consideration provided to Windstream under the Settlement has been allocated as follows: (Thousands) Consideration: Asset Purchase Agreement $ 284,550 Fair value of settlement obligation 438,577 Total consideration $ 723,127 Fair values of the assets acquired and liabilities assumed as of the acquisition date: Property, plant and equipment $ 170,754 Intangible assets, net 69,832 Other assets 27,632 Intangible liabilities, net (195,091) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 Of the $69.8 million of intangible assets acquired, $59.3 million is related to contracts (8-year weighted-average life) and $10.5 million is related to underlying rights agreements (30-year life). The Company determined the useful life of the contract intangible assets using the weighted-average remaining term and the rights of way intangible asset by aligning the useful life of the intangible assets with that of the underlying fiber assets acquired. The intangible liabilities represent below market leases, where we are the lessor, and has a weighted-average useful life of 19 years, which aligns with the terms of the agreements. Acquired right of use assets of $27.6 million are recorded within other assets on our Consolidated Balance Sheets. Sale of Midwest Fiber Network On July 1, 2020, the Company completed the sale of the entity that controlled the Company’s Midwest fiber network assets (the “Propco”) to Macquarie Infrastructure Partners (“MIP”), selling net assets having a book value of $186.5 million for total cash consideration of $167.6 million. The Company retained a 20% investment interest in the Propco, having a fair value of $41.9 million, through a newly-formed limited liability company with MIP. 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, 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, 2022. During the second quarter of 2020, we recorded a gain of $63.4 million related to this transaction. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Investment in Unconsolidated Entities Fiber Holdings Fiber Holdings was primarily established to develop fiber networks as real estate property for long-term investment. On July 1, 2020, the Company completed the sale of an ownership stake in the Propco. Fiber Holdings has a 47.5% ownership in the Propco that is under a long-term, triple net lease with our joint venture partner. Our ownership interest in Fiber Holdings represents approximately a 20% economic interest in the Propco. The Company’s current investment and maximum exposure to loss as a result of its involvement with Fiber Holdings, as equity method unconsolidated entity, was approximately $38.7 million as of December 31, 2022. The Company has not provided financial support to Fiber Holdings. Harmoni On June 21, 2022, the Company completed the sale of its investment in Harmoni Towers L P |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements , establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring assets and liabilities at fair values. This hierarchy establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date; Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 – Unobservable inputs for the asset or liability. Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative instruments, contingent consideration, our outstanding notes and other debt, settlement payable, contingent consideration and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at December 31, 2022 and 2021: (Thousands) Total Quoted Prices in Active Markets Prices with Other Observable Inputs Prices with Unobservable Inputs At December 31, 2022 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,208,319 $ — $ 2,208,319 $ — Senior secured notes - 4.75%, due April 15, 2028 469,740 — 469,740 — Senior unsecured notes - 6.50%, due February 15, 2029 759,917 — 759,917 — Senior unsecured notes - 6.00%, due January 15, 2030 467,401 — 467,401 — Convertible senior notes - 7.50%, due December 1, 2027 297,765 — 297,765 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 127,024 — 127,024 — Senior secured revolving credit facility, variable rate, due December 10, 2024 187,981 — 187,981 — Settlement payable 232,350 — 232,350 — Total $ 4,750,497 $ — $ 4,750,497 $ — (Thousands) Total Quoted Prices in Active Markets Prices with Other Observable Inputs Prices with Unobservable Inputs 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 — Settlement payable 254,725 — 254,725 — Derivative liability, net 10,413 — 10,413 — Total $ 5,578,491 $ — $ 5,578,491 $ — 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 $5.26 billion at December 31, 2022, with a fair value of $4.52 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, 2022, 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 $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning October 2020 (the “Settlement Payable”) (see Note 3 ). 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 $251.1 million and is reported as settlement payable on our Consolidated Balance Sheet at December 31, 2022. 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. Changes in the fair value of contingent consideration were recorded in our Consolidated Statements of Income (Loss) in the period in which the change occurred. 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). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives (1) December 31, 2022 December 31, 2021 Land Indefinite $ 28,845 $ 28,449 Building and improvements 3 - 40 years 363,077 359,980 Poles 30 years 296,941 281,130 Fiber 30 years 4,434,506 4,107,519 Equipment 5 - 7 years 399,473 331,761 Copper 20 years 3,964,439 3,918,281 Conduit 30 years 89,963 89,859 Tower assets 20 years 5,619 8,544 Finance lease assets See Note 3 73,487 72,284 Construction in progress See Note 3 46,508 27,366 Other assets 15 - 20 years 10,436 10,652 Corporate assets 3 - 7 years 14,883 14,326 9,728,177 9,250,151 Less accumulated depreciation (5,973,630) (5,741,212) Property, plant and equipment, net $ 3,754,547 $ 3,508,939 (1) Certain property acquired from Windstream is depreciated using Windstream's estimated useful lives. Specifically, certain Fiber assets are depreciated using an average 20 year life. Finance lease assets above predominantly 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. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. On April 27, 2015, we entered into fixed for floating interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate senior secured term loan facility. These interest rate swaps were designated as cash flow hedges and had a notional value of $2.0 billion. As result of the repayment of the Company’s senior secured 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, which matured on October 24, 2022 . 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, were 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 following table presents the gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2021: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Gross Amounts Offset in Net Amounts of Assets or At December 31, 2021 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 December 31, 2022 December 31, 2021 Interest rate swaps Derivative liability, net $ — $ 10,413 As of December 31, 2022, all of the interest rate swaps matured and have no impact 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, 2022 was $9.2 million. 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. 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 derivative instruments was a $7.7 million unrealized loss. The amount reclassified out of other comprehensive income into interest expense on our Consolidated Statements of Income (Loss) for the years ended December 31, 2021 and 2020 was $11.3 million and $10.8 million, respectively. Exchangeable Notes Hedge Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes (see Note 1 2 ), and on June 27, 2019, concurrently with the exercise by the initial purchasers of their option to purchase additional Exchangeable Notes, Uniti Fiber Holdings Inc., the issuer of the Exchangeable Notes, entered into the Note Hedge Transactions with certain of the 2019 Counterparties. The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of the Company’s common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions have an initial strike price that corresponds to the initial exchange price of the Exchangeable Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are intended to reduce potential dilution to the Company’s common stock upon any exchange of the Exchangeable Notes and/or offset any cash payments Uniti Fiber Holdings Inc. is required to make in excess of the principal amount of exchanged Exchangeable Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the Note Hedge Transactions, at the time of exercise is greater than the strike price of the Note Hedge Transactions. The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber Holdings Inc. with the 2019 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, and are not accounted for as derivatives that are remeasured each reporting period. Warrant Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the exercise by the initial purchasers of their option to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the 2019 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 2019 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. Capped Call Transactions On December 7, 2022, in connection with the pricing of the Convertible 2027 Notes (see Note 12), the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions at a cost of $21.1 million. The Capped Calls cover the same number of shares of the Company’s common stock that initially underlie the Convertible 2027 Notes in the aggregate. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the Convertible 2027 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Convertible 2027 Notes its common stock price exceeds the conversion price of the Convertible 2027 Notes. The cap price of the Capped Calls will initially be $10.63 per share of common stock, which represents a premium of 75% over the last reported sale price of the Company’s common stock of $6.075 per share on December 7, 2022 and is subject to customary anti-dilution adjustments substantially similar to those applicable to the Convertible 2027 Notes. The Company used approximately $21.1 million of the net proceeds from the offering of the Convertible 2027 Notes to pay for the cost of the Capped Calls. The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity. Additionally on December 7, 2022, in connection with the Company’s repurchase of the Exchangeable Notes, the Company entered into partial unwind agreements (the “Unwind Agreements”) with the 2019 Counterparties to unwind (see Note 12) a portion of the Note Hedge Transactions and the Warrant described above (collectively, the “Unwind Transactions”). In connection with the Unwind Transactions, the Company received cash as a termination payment for of the portion of the Note Hedge Transactions that were unwound, and the Company delivered cash as a termination payment in respect of the portion of the Warrants that were unwound. The amount of cash that was received, which was approximately $1.2 million, and the amount of cash that was delivered to the 2019 Counterparties, which was approximately $0.5 million, were based generally on the termination values of the unwound portions of such instruments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill occurring during the year ended December 31, 2022 and 2021, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2020 $ 672,878 $ 672,878 Accumulated impairment charges as of December 31, 2020 (71,000) (71,000) Balance at December 31, 2020 601,878 601,878 Balance at December 31, 2021 601,878 601,878 Goodwill impairment (Note 3) (240,500) (240,500) Balance at December 31, 2022 $ 361,378 $ 361,378 Goodwill at December 31, 2022 $ 672,878 $ 672,878 Accumulated impairment charges as of December 31, 2022 $ (311,500) $ (311,500) The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2022 December 31, 2021 Cost Accumulated Amortization Cost Accumulated Amortization Finite life intangible assets: Customer lists $ 416,104 $ (128,728) $ 416,104 $ (105,861) Contracts 52,536 (14,776) 52,536 (8,209) Underlying rights 10,497 (787) 10,497 (437) Total intangible assets $ 479,137 $ 479,137 Less: accumulated amortization (144,291) (114,507) Total intangible assets, net $ 334,846 $ 364,630 Finite life intangible liabilities: Acquired below-market leases $ 191,154 $ (24,062) $ 191,154 $ (13,368) Total intangible liabilities 191,154 191,154 Less: accumulated amortization (24,062) (13,368) Total intangible liabilities, net $ 167,092 $ 177,786 As of December 31, 2022, the remaining weighted average amortization period of the Company’s intangible assets was 14.2 years. Amortization expense for the years ended December 31, 2022, 2021 and 2020 was $29.8 million, $29.8 million and $28.2 million, respectively. Amortization expense is estimated to be $29.8 million in 2023, $29.7 million in 2024, $29.7 million in 2025, $29.7 million in 2026 and $29.7 million in 2027. |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Unclassified [Abstract] | |
Notes and Other Debt | 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, 2022 December 31, 2021 Principal amount $ 5,262,373 $ 5,175,000 Less unamortized discount, premium and debt issuance costs (73,558) (84,463) Notes and other debt less unamortized discount and debt issuance costs $ 5,188,815 $ 5,090,537 Notes and other debt at December 31, 2022 and 2021 consisted of the following: December 31, 2022 December 31, 2021 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (22,239) 2,250,000 (31,411) Senior secured notes - 4.75%, due April 15, 2028 (discount is based on imputed interest rate of 5.04%) 570,000 (7,654) 570,000 (8,886) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 4.77%) 137,873 (1,501) 345,000 (6,187) Convertible senior notes - 7.50%, due December 1, 2027 (discount is based on imputed interest rate of 8.29%) 306,500 (9,768) — — Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%) 1,110,000 (18,245) 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 (10,535) 700,000 (11,689) Senior secured revolving credit facility, variable rate, due December 10, 2024 188,000 (3,616) 200,000 (5,493) Total $ 5,262,373 $ (73,558) $ 5,175,000 $ (84,463) At December 31, 2022, notes and other debt included the following: (i) $188.0 million under the Revolving Credit Facility (as defined below) pursuant to the credit agreement by and among the Operating Partnership, 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) $137.9 million aggregate principal amount of the Exchangeable Notes; (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, the Exchangeable Notes, and the 2030 Notes, the “Notes”); and (vii) $306.5 million aggregate principal amount of 7.50% Convertible Senior Notes due 2027 (the "Convertible 2027 Notes"). Credit Agreement The Borrowers are party to the Credit Agreement, which provides for a $500 million revolving credit facility that will mature on December 10, 2024 (the “Revolving Credit Facility”) and provides us with the ability to obtain revolving loans as well as swing line 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, 2022, 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. Borrowings under the 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 February 14, 2023, the Issuers issued $2.6 billion aggregate principal amount of the 10.50% Senior Secured Notes due 2028 (the “Secured Notes due February 2028”). The Issuers used the net proceeds from the offering to fund the redemption in full of the Issuers’ outstanding 2025 Secured Notes, to repay outstanding borrowings under the Revolving Credit Facility and to pay any related premiums, fees and expenses in connection with the foregoing. The Issuers deposited funds with the trustee sufficient to fund the redemption in full of the 2025 Secured Notes and satisfied and discharged their obligations with respect to the 2025 Secured Notes. See Note 23 . On April 20, 2021, the Borrowers issued $570.0 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 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 to the Windstream Leases. The indentures governing the Secured Notes contain customary high yield covenants limiting the ability of the Operating Partnership 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. The indentures governing the Secured Notes also contain customary events of default. As of December 31, 2022, 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 3 . 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 the Operating Partnership 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, 2022, 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 the Operating Partnership’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, 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. 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 initially recognized as a debt discount, represented 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 was amortized to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity component was not remeasured. 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 components were offset against 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 distributions in excess of accumulated earnings as of January 1, 2021. See Note 3 . On December 12, 2022, in connection with the issuance of the Convertible 2027 Notes (as discussed below), approximately $207.1 million aggregate principal amount was repurchased for $194.0 million. As a result, we recognized a gain on extinguishment of $10.8 million, which is comprised of a $13.1 million gain on the repurchase of the Exchangeable Notes and a $2.3 million write off of the related unamortized deferred financing costs, within interest expense, net on the Consolidated Statements of Income (Loss). Convertible 2027 Notes Uniti Group Inc., issued $300 million aggregate principal amount of the Convertible 2027 Notes on December 12, 2022 and, pursuant to an over-allotment option, $6.5 million aggregate principal amount of the Convertible 2027 Notes on December 23, 2022. The Convertible 2027 Notes are guaranteed by each of the Company’s subsidiaries that is an issuer, obligor or guarantor under the Company’s existing senior notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the Convertible 2027 Notes). The Convertible 2027 Notes bear interest at a fixed rate of 7.50% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2023. The Convertible 2027 Notes are convertible into cash, shares of the Company’s common stock, or a combination thereof, at the Company’s election at an initial conversion rate of 137.1742 shares of the Company’s common stock per $1,000 principal amount (equal to an initial conversion price of approximately $7.29 per share) subject to adjustment. The Convertible 2027 Notes will mature on December 1, 2027, unless earlier converted, redeemed or repurchased. The net proceeds from the sale of the Convertible 2027 Notes were approximately $298.1 million, after deducting discounts and commissions to the initial purchasers and other estimated fees and expenses. The Company contributed approximately $198.1 million of the net proceeds of the offering to Uniti Fiber Holdings Inc., a wholly owned subsidiary of the Company (“Uniti Fiber Holdings”), to fund the repurchase of, and to pay accrued and unpaid interest with respect to, approximately $207.1 million aggregate principal amount of the Exchangeable Notes issued by Uniti Fiber Holdings. The Company used $21.1 million of the net proceeds of the offering to pay the cost of certain capped call transactions in connection with the Convertible 2027 Notes offering, as described in Note 1 0 . The Company intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repurchase or repayment of other outstanding debt, including, but not limited to, additional open market repurchases, redemptions or tender offers of the Exchangeable Notes. 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, 2022, 2021 and 2020, we recognized $17.5 million, $16.5 million and $15.3 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, 2022 are as follows: (Thousands) 2023 $ — 2024 325,873 2025 2,250,000 2026 — 2027 306,500 Thereafter 2,380,000 Total $ 5,262,373 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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, 2022, the Company granted 925,059 shares of restricted stock to employees, which had a fair value of $8.8 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, 2022, there were 1,935,548 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) ($000s) Unvested balance December 31, 2021 1,353,973 $ 11.58 Granted 925,059 $ 9.52 Forfeited (159,799) $ 2.92 Vested (762,844) $ 11.92 Unvested balance, December 31, 2022 1,356,389 $ 11.11 $ 7,501 (1) The aggregate intrinsic value is calculated using the market value of our common stock as of December 30, 2022. The market value as of December 30, 2022 was $5.53 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2022, the final trading day of 2022. During the year ended December 31, 2021, there were 691,241 shares of restricted stock granted with a weighted-average fair value of $11.82 per share. 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. The total fair value of shares vested for the years ended December 31, 2022, 2021 and 2020 was $9.1 million, $9.9 million and $8.6 million, respectively. As of December 31, 2022, total unrecognized compensation expense on restricted awards was approximately $8.7 million, and the expense is expected to be recognized over a weighted average vesting period of 0.9 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 performance period provided that the holder continues to be employed by the Company at the end of the performance period. Holders of PSUs are entitled to dividend equivalents, which will be accrued and paid in cash upon the vesting of a PSU. Dividend equivalents are forfeited to the extent that the underlying PSU is forfeited. On February 23, 2022, we issued 425,010 PSUs equal to 100% of the target amount, with an aggregate fair value of $6.1 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, 2022, no PSUs were forfeited due to termination of service. The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) ($000s) Unvested balance December 31, 2021 623,115 $ 16.78 Granted 425,010 $ 14.42 Forfeited — $ — Vested (200,979) $ 18.99 Unvested balance, December 31, 2022 847,146 $ 15.07 $ 4,685 (1) The aggregate intrinsic value is calculated using the market value of our common stock as of December 30, 2022. The market value as of December 30, 2022 was $5.53 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2022, the final trading day of 2022. During the year ended December 31, 2021, there were 216,085 PSUs granted with a weighted-average fair value of $16.27 per share. During the year ended December 31, 2020, there were 322,209 PSUs granted with a weighted-average fair value of $15.45 per share. As of December 31, 2022, total unrecognized compensation expense related to PSUs was approximately $6.6 million, and the weighted-average vesting period was 1.4 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, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Expected term (years) 3.0 3.0 3.0 Expected volatility 40.6 % 57.1 % 63.0 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 1.8 % 0.2 % 0.7 % 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 69,854, 74,950 and 96,788 shares during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there were 1,675,121 shares available for future issuance under the ESPP. The following table summarizes the assumptions used to value the purchase rights granted under the ESPP during the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Expected term (years) 0.5 0.5 0.5 Expected volatility 12.0 % 28.0 % 72.0 % Expected annual dividend 6.1 % 5.5 % 3.9 % Risk free rate 2.5 % 0.1 % 0.2 % For the years ended December 31, 2022, 2021 and 2020, we recognized $12.8 million, $13.8 million and $13.7 million, respectively, of compensation expense related to restricted stock awards, performance-based awards and the ESPP, which is recorded in general and administrative expense on our Consolidated Statements of Income (Loss). |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 have outstanding PSUs that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and not dilutive under the two-class method until performance conditions are met. During the year ended December 31, 2022, approximately 604,000 PSUs were excluded from the computation of diluted net loss per share because the performance conditions had not been met. During the year ended December 31, 2020, approximately 707,000 PSUs were excluded from the computation of diluted earnings per share as their effect would have been anti-dilutive. The dilutive effect of the Exchangeable Notes and the Convertible 2027 Notes ( see Note 12 ) are calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in the number of weighted average shares. The dilutive effect of the Warrants (see Note 10 ) is calculated using the treasury-stock method. During the years ended December 31, 2022, 2021 and 2020, the Warrants were excluded from diluted shares outstanding because the exercise price exceeded the average market price of our common stock for the reporting period. The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2022 2021 2020 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (8,275) $ 123,660 $ (706,301) Less: Income allocated to participating securities (1,135) (1,077) (1,078) Dividends declared on convertible preferred stock (20) (10) (9) Net (loss) income attributable to common shares $ (9,430) $ 122,573 $ (707,388) Denominator: Basic weighted-average common shares outstanding 235,567 232,888 203,600 Basic (loss) earnings per common share $ (0.04) $ 0.53 $ (3.47) Year Ended December 31, (Thousands, except per share data) 2022 2021 2020 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (8,275) $ 123,660 $ (706,301) Less: Income allocated to participating securities (1,135) (1,077) (1,078) Dividends declared on convertible preferred stock (20) (10) (9) Impact on if-converted dilutive securities — 11,926 — Net (loss) income attributable to common shares $ (9,430) $ 134,499 $ (707,388) Denominator: Basic weighted-average common shares outstanding 235,567 232,888 203,600 Impact on if-converted dilutive securities — 30,809 — Effect of dilutive non-participating securities — 380 — Weighted-average shares for dilutive earnings per common share 235,567 264,077 203,600 Dilutive (loss) earnings per common share $ (0.04) $ 0.51 $ (3.47) For the year ended December 31, 2022 , 33,472,978 potential common shares related to the Convertible 2027 Notes and the Exchangeable Notes were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the year ended December 31, 2020, 29,777,226 potential common shares related to the Exchangeable Notes were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information O ur management, including our chief executive officer, who is our chief operating decision maker, managed our operations as two reportable segments, Leasing and Fiber Infrastructure, in addition to our corporate operations, as described below. Leasing : Represents the operations of our leasing business, 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, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. While the Leasing segment represents our REIT operations, certain aspects of the Leasing segment are also operated through taxable REIT subsidiaries. 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. 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. Towers : Historically represented 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 qualified as a lease under ASC 842 and was 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 : Historically represented the operations of Talk America through which we operated the Consumer CLEC Business, which prior to Uniti’s separation and spin-off from Windstream 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. 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, goodwill impairment charges, 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, 2022, 2021 and 2020: Year Ended December 31, 2022 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 827,457 $ 301,390 $ — $ — $ — $ 1,128,847 Adjusted EBITDA $ 806,027 $ 125,361 $ — $ — $ (25,492) $ 905,896 Less: Interest expense, net 376,832 Depreciation and amortization 172,007 120,666 — — 115 292,788 Other, net (4,790) Transaction related and other costs 10,340 Gain on sale of operations (176) Gain on sale of real estate (433) Goodwill impairment 240,500 Stock-based compensation 12,751 Income tax benefit (17,365) Adjustments for equity in earnings from unconsolidated entities $ 3,571 Net loss (8,122) Capital expenditures $ 263,269 $ 163,962 $ — $ — $ 336 $ 427,567 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 $ 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 (1) Segment capital expenditures represents capital expenditures and the Windstream Asset Purchase Agreement (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, 2022 and December 31, 2021 are as follows: December 31, (Thousands) 2022 2021 Leasing $ 2,705,934 $ 2,521,406 Fiber Infrastructure 2,076,136 2,249,860 Corporate 69,159 37,977 Total of reportable segments $ 4,851,229 $ 4,809,243 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. 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 that the defendants improperly failed to disclose the risk that the Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream. On March 12, 2020, the U.S. District Court for the Eastern District of Arkansas consolidated the shareholder actions and appointed lead plaintiffs and lead counsel in the consolidated cases under the caption In re Uniti Group Inc. Securities Litigation (the “Class Action”). On May 11, 2020, lead plaintiffs filed a consolidated amended complaint in the Class Action, which sought to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The Class Action asserted 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 relating to the Spin-Off and the Master Lease and the risk that the Spin-Off violated certain debt covenants and/or the Master Lease could be recharacterized as a financing instead of a "true lease." On March 25, 2022, the parties reached an agreement to settle the Class Action, on behalf of a settlement class, for $38.9 million, to be funded entirely by the Company’s insurance carriers. On June 17, 2022, the parties signed a stipulation of settlement and plaintiffs moved for preliminary approval of the settlement. On November 7, 2022, the court granted final approval of the settlement. In accordance with ASC 450, we recorded $38.9 million of settlement expense within general and administrative expense within our Consolidated Statements of Income during the first quarter of 2022 and accounts payable, accrued expenses and other liabilities, net within our Consolidated Balance Sheets as of December 31, 2022. Additionally, we recorded the probable insurance recovery of $38.9 million as a reduction to general and administrative expense during the first quarter of 2022 within our Consolidated Statements of Income, and other assets within Consolidated Balance Sheets as of December 31, 2022. 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 “Mayer Derivative Action”). The Mayer 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 allegations in the Mayer Derivative Action are similar to those in the Class Action. The complaint seeks unspecified damages, unspecified equitable relief, and related costs and fees. On December 23, 2021, the court entered a joint stipulation to stay the Mayer Derivative Action, including the time for the defendants to respond to the complaint, pending the outcome of the Class Action. 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 under the caption Guzzo et al. v. Gunderman et al., 1:22-cv-00366-GLR (the "Guzzo Derivative Action"). 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. The allegations in the Guzzo Derivative Action are similar to those in the Mayer Derivative Action and the Class Action. The complaint seeks unspecified damages, equitable relief, and related costs and fees. On March 16, 2022, the court entered a joint stipulation to stay the Guzzo Derivative Action, including the time for the defendants to respond to the complaint, pending the outcome of the Class Action. On November 8, 2022, the parties in the Mayer Derivative Action and the Guzzo Derivative Action signed a term sheet to settle the actions, which contemplate non-monetary settlement consideration. The parties are preparing a stipulation of settlement, after which they will seek court approval of the settlement. 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 have recorded no such liabilities in our Consolidated Balance Sheet as of December 31, 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2022, 2021 and 2020: (Thousands) 2022 2021 2020 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period $ (30,353) $ (30,353) $ (23,442) Other comprehensive loss before reclassifications — — (7,713) Amounts reclassified from accumulated other comprehensive income — — 677 Net other comprehensive loss (30,353) (30,353) (30,478) Less: Other comprehensive loss attributable to noncontrolling interest — — (125) Balance at end of period (30,353) (30,353) (30,353) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 21,189 9,986 — Amounts reclassified from accumulated other comprehensive income 9,243 11,317 10,155 Balance at end of period 30,432 21,303 10,155 Less: Other comprehensive income attributable to noncontrolling interest 79 114 169 Balance at end of period attributable to common shareholders 30,353 21,189 9,986 Accumulated other comprehensive income (loss) at end of period $ — $ (9,164) $ (20,367) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 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. 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 certain subsidiaries of Uniti Leasing, and operated 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, 2022, 2021 and 2020 as reported in the accompanying Consolidated Statements of Income (Loss) was comprised of the following: Year Ended December 31, (Thousands) 2022 2021 2020 Current Federal $ 8,782 $ (71) $ (901) State 2,762 1,622 (498) Foreign — — 87 Total current expense 11,544 1,551 (1,312) Deferred Federal (22,804) (5,066) (7,665) State (6,105) (1,401) (6,226) Total deferred benefit (28,909) (6,467) (13,891) Total income tax benefit $ (17,365) $ (4,916) $ (15,203) 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) 2022 2021 2020 Income (loss) from continuing operations, before tax $ (25,487) $ 119,844 $ (734,015) Income tax expense (benefit) at U.S. statutory federal rate (5,352) 25,167 (154,143) Increases (decreases) resulting from: State taxes, net of federal benefit (2,255) 288 (3,452) Benefit of REIT status (46,604) (30,565) 129,742 Goodwill impairment 36,895 — 14,910 Return to accrual (44) 193 (2,795) Permanent differences (5) 1 448 Foreign taxes — — 87 Income tax benefit $ (17,365) $ (4,916) $ (15,203) The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status as a REIT, and goodwill impairment which is not deductible for tax purposes. 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, 2022 December 31, 2021 Deferred tax assets: Deferred revenue $ 30,616 $ 29,275 Stock-based compensation 528 503 Accrued expenses and other — 183 Asset retirement obligation 2,213 1,791 Inventory reserve 140 140 Excess business interest expense 14,037 306 Lease asset liability 14,325 13,952 Settlement obligation 680 710 Debt discount and interest expense 2,593 10,040 Other 3,035 2,215 Net operating loss carryforwards 143,733 139,020 Deferred tax assets $ 211,900 $ 198,135 Deferred tax liabilities: Property, plant and equipment $ (94,889) $ (97,372) Customer list intangible (39,125) (40,941) Other intangible amortization (18,320) (28,689) Right of use asset (15,384) (16,039) Deferred or prepaid costs (3,533) (3,373) Other (18) — Deferred tax liabilities $ (171,269) $ (186,414) Deferred tax asset, net $ 40,631 $ 11,721 As of December 31, 2022, 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. Management has evaluated sources of future taxable income, including the Company’s significant deferred tax liabilities and available tax planning strategies, and determined that sufficient positive evidence exists as of December 31, 2022, 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 NOL carryforwards of approximately $81.2 million at the date of the acquisition. As a result of the change in ownership, the utilization of Tower Cloud, Inc. NOL carryforwards is subject to limitations imposed by the Code. Approximately $18.3 million of the Tower Cloud, Inc. NOL carryforward was utilized in 2017. The remaining Tower Cloud, Inc. NOL carryforwards will expire between 2030 and 2036. We have total federal NOL carryforwards as of December 31, 2022 of approximately $165.2 million which will expire between 2030 and 2037, and approximately $395.6 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 2019 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) 2022 2021 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, 2022. The Company’s balance of accrued interest and penalties related to unrecognized tax benefits as of December 31, 2022 was $1.3 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 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, 2022, 2021 and 2020 is as follows: Year Ended December 31, (Thousands) 2022 2021 2020 Cash payments for: Interest, net of capitalized interest $ 335,920 $ 375,578 $ 314,276 Income taxes, net of refunds $ 9,437 $ 1,386 $ 1,155 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Capital Stock | 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, 2022, the Company exchanged 591,349 OP Units held by third parties, of which 244,683 OP Units were exchanged for an equal number of common shares of the Company and 346,667 OP Units were exchanged for cash consideration of $4.6 million, representing approximately 85% of the OP Units held by third parties with a carrying value of $11.9 million as of the exchange dates. 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 lock up, and all recipients are subject to a customary standstill agreement. No recipient will receive any governance rights in connection with the issuance. The binding letters of intent and the Stock Purchase Agreements also provide for customary registration rights. 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. 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 235,829,485 and 0 shares, respectively, were outstanding at December 31, 2022. We had 264,170,515 shares of voting common stock available for issuance at December 31, 2022. 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, 2022, 2021, and 2020, our common stock distribution per share was $0.75, $0.45 and $0.60, respectively, characterized as follows: Year Ended December 31, 2022 2021 (1) 2020 (2) Ordinary dividends $ 0.75 $ 0.45 $ 0.52 Capital gain distribution $ — $ — $ 0.08 Non-dividend distributions $ — $ — $ — Total $ 0.75 $ 0.45 $ 0.60 (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 was 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. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2022 | |
Payments of Dividends [Abstract] | |
Dividends (Distributions) | 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, 2022, the Company exchanged 591,349 OP Units held by third parties, of which 244,683 OP Units were exchanged for an equal number of common shares of the Company and 346,667 OP Units were exchanged for cash consideration of $4.6 million, representing approximately 85% of the OP Units held by third parties with a carrying value of $11.9 million as of the exchange dates. 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 lock up, and all recipients are subject to a customary standstill agreement. No recipient will receive any governance rights in connection with the issuance. The binding letters of intent and the Stock Purchase Agreements also provide for customary registration rights. 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. 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 235,829,485 and 0 shares, respectively, were outstanding at December 31, 2022. We had 264,170,515 shares of voting common stock available for issuance at December 31, 2022. 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, 2022, 2021, and 2020, our common stock distribution per share was $0.75, $0.45 and $0.60, respectively, characterized as follows: Year Ended December 31, 2022 2021 (1) 2020 (2) Ordinary dividends $ 0.75 $ 0.45 $ 0.52 Capital gain distribution $ — $ — $ 0.08 Non-dividend distributions $ — $ — $ — Total $ 0.75 $ 0.45 $ 0.60 (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 was 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 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, 2022, 2021 and 2020 was $2.2 million, $2.1 million and $2.2 million, respectively. We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section 301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 14, 2023, the Issuers issued $2.6 billion aggregate principal amount of the 10.50% Secured Notes due February 2028. The Issuers used the net proceeds from the offering to fund the redemption in full of the Issuers’ outstanding 2025 Secured Notes, to repay outstanding borrowings under the Revolving Credit Facility and to pay any related premiums, fees and expenses in connection with the foregoing. On February 14, 2023, the Issuers deposited the full redemption price for the 2025 Secured Notes with the trustee and satisfied and discharged their respective obligations with respect to the indenture governing the 2025 Secured Notes at such time. The Secured Notes due February 2028 were issued at an issue price of 100% of their principal amount pursuant to an indenture, dated as of February 14, 2023 (the “Secured Notes due February 2028 Indenture”), among the Issuers, the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. The Secured Notes due February 2028 mature on February 15, 2028 and bear interest at a rate of 10.50% per year. Interest on the Secured Notes due February 2028 is payable on March 15 and September 15 of each year, beginning on September 15, 2023. The Issuers may redeem the Secured Notes due February 2028, in whole or in part, at any time prior to September 15, 2025 at a redemption price equal to 100% of the principal amount of the Secured Notes due February 2028 redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the Secured Notes due February 2028 Indenture. Thereafter, the Issuers may redeem the Secured Notes due February 2028 in whole or in part, at the redemption prices set forth in the Secured Notes due February 2028 Indenture. In addition, prior to February 15, 2025, the Issuers may, on one or more occasions, redeem up to 10% of the aggregate principal amount of the Secured Notes due February 2028 in any twelve month period at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date. Notwithstanding the foregoing, the Issuers may not use the proceeds of any offering of Additional Notes (as defined in the Secured Notes due February 2028 Indenture) with a price to investors equal to or in excess of 103% to finance any such optional redemption. Further, at any time on or prior to September 15, 2025, up to 40% of the aggregate principal amount of the Secured Notes due February 2028 may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 110.50% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60% of aggregate principal amount of the originally issued Secured Notes due February 2028 remains outstanding. If certain changes of control of the Operating Partnership occur, holders of the Secured Notes due February 2028 will have the right to require the Issuers to offer to repurchase their Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The Secured Notes due February 2028 are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and on a senior secured basis by each of the Operating Partnership’s existing and future domestic restricted subsidiaries (other than the Issuers) that guarantees indebtedness under the Company’s senior secured credit facilities and existing secured notes (the “Subsidiary Guarantors”). In addition, the Issuers will use commercially reasonable efforts to obtain necessary regulatory approval to allow certain non-guarantor subsidiaries of the Company to guarantee the Secured Notes due February 2028, including by making filings to obtain such approval within 60 days of the issuance of the Secured Notes due February 2028. 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 Secured Notes due February 2028. The Secured Notes due February 2028 and the related guarantees are the Issuers’ and the Subsidiary Guarantors’ senior secured obligations and rank equal in right of payment with all of the Issuers’ and the Subsidiary Guarantors’ existing and future unsubordinated obligations; effectively senior to all unsecured indebtedness of the Issuers and the Subsidiary Guarantors, including the Company’s existing senior unsecured notes, to the extent of the value of the collateral securing the Secured Notes due February 2028; effectively equal with all of the Issuers’ and the Subsidiary Guarantors’ existing and future indebtedness that is secured by first-priority liens on the collateral (including indebtedness under the Company’s senior secured credit facilities and existing secured notes); senior in right of payment to any of the Issuers’ and Subsidiary Guarantors’ subordinated indebtedness; and structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries (other than the Issuers) that do not guarantee the Secured Notes due February 2028. The Secured Notes due February 2028 Indenture contains customary high yield covenants limiting the ability of the Operating Partnership 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; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information 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, 2022 December 31, 2021 Assets: Cash and cash equivalents $ 2,733 $ 3,112 Other assets 202 1,541 Total Assets $ 2,935 $ 4,653 Liabilities: Accrued other liabilities $ 5,152 $ 2,462 Dividends payable — 1,159 Notes and other debt, net 296,732 — Cash distributions and losses in excess of investments in consolidated subsidiaries 1,974,628 2,128,824 Total liabilities 2,276,512 2,132,445 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: 235,829 shares at December 31, 2022 and 234,779 at December 31, 2021 24 23 Additional paid-in capital 1,210,033 1,214,830 Accumulated other comprehensive loss — (9,164) Distributions in excess of accumulated earnings (3,483,634) (3,333,481) Total Uniti shareholders' deficit (2,273,577) (2,127,792) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 2,935 $ 4,653 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, 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 Accounts Deductions Balance at End of Period Allowance for Doubtful Accounts Year Ended December 31, 2022 $ 2,717 $ 571 $ 17 $ (429) $ 2,876 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 |
Schedule III - Real Estate Inve
Schedule III - Real Estate Investments and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in 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, 2022 (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) $ 26,549 $ — (2) (2) Indefinite Building and improvements — (1) (1) (1) 346,093 202,084 (2) (2) 3 - 40 years Poles — (1) (1) (1) 296,941 197,945 (2) (2) 30 years Fiber — (1) (1) (1) 3,287,529 1,563,639 (2) (2) 30 years Copper — (1) (1) (1) 3,964,439 3,465,414 (2) (2) 20 years Conduit — (1) (1) (1) 89,963 70,621 (2) (2) 30 years Towers — (1) (1) (1) 1,397 917 (2) (2) 20 years Finance lease assets — (1) (1) (1) 25,511 4,866 (2) (2) See Note 3 Other assets — (1) (1) (1) 10,434 4,418 (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 17,974 — (2) (2) See Note 3 (1) Given the voluminous nature and variety of our real estate investment assets, this schedule omits columns C and D from the schedule III presentation. (2) Because additions and improvements to our real estate investment assets are ongoing, construction and acquisition dates are not applicable. (3) For the year ended December 31, 2022, the amount of capitalized costs related to the Distribution Systems is as follows (millions): Tenant capital improvements (4) $ 119.7 Growth capital improvements (5) $ 238.0 (4) Tenant capital improvements (“TCIs”) represent, maintenance, repair, overbuild, upgrade or replacements to the leased network, including, without limitation, the replacement of copper distribution systems with fiber distribution systems. We receive non-monetary consideration related to the TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature. (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 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”). (6) Aggregate cost for Federal income tax purposes related to our real estate investment assets is $7.4 billion. Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2022 (dollars in thousands) 2022 2021 Gross amount at beginning $ 7,742,069 $ 7,387,915 Additions during period: Tenant capital improvements (1) 88,822 110,506 Growth capital improvements (1) 237,986 221,498 Acquisitions 23,426 3,975 Other — 38,165 Total additions 350,234 374,144 Deductions during period: Cost of real estate sold or disposed 25,473 19,990 Other — — Total deductions 25,473 19,990 Balance at end $ 8,066,830 $ 7,742,069 (1) During the year ended December 31, 2022, TCIs totaled $119.7 million, offset by $30.9 million which represented the reimbursement of Growth Capital Improvements completed in 2021 that were previously classified as TCIs and are included within the Growth Capital Improvement additions of $238.0 million. 2022 2021 Gross amount of accumulated depreciation at beginning $ 5,366,918 $ 5,205,395 Additions during period: Depreciation 167,297 170,977 Other — 7,345 Total additions 167,297 178,322 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 24,311 16,799 Other — — Total deductions 24,311 16,799 Balance at end $ 5,509,904 $ 5,366,918 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates —The preparation of financial statements, in accordance with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying financial statements, and such differences could be material. |
Property, Plant and Equipment | Property, Plant and Equipment —Property, 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, 2022 and 2021, the accumulated amortization of our finance lease assets was $22.2 million and $18.4 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 no 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—The leases with Windstream (as discussed below) provide that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacements to the leased network, 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 the TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as property, plant and equipment and deferred revenue. We depreciate the property, plant and equipment over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future undiscounted net cash flows we expect the asset group to generate. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value based on discounted net future cash flows. Assets held for sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell. During the years ended December 31, 2022, 2021 and 2020, there were no events or changes in circumstances indicating that the carrying amount of any of our assets groups was not recoverable from future undiscounted net cash flows we expect the asset groups to generate, and no impairment losses were recognized. |
Asset Retirement Obligations | Asset Retirement Obligations—The 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents include all non-restricted cash held at financial institutions and other non-restricted highly liquid short-term investments with original maturities of three months or less. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities —We account for our derivatives in accordance with FASB ASC 815, Derivatives and Hedging , in which we reflect all derivative instruments at fair value as either assets or liabilities on our Consolidated Balance Sheet. For derivative instruments that are designated and qualify as hedging instruments, we record the effective portion of the gain or loss on the hedged instruments as a component of accumulated other comprehensive income or loss. Any ineffective portion of a derivative’s change in fair value is immediately recognized within net income. For derivatives that do not meet the criteria for hedge accounting, changes in fair value are immediately recognized within net income. See Note 8 and Note 10 . |
Exchangeable Notes and Related Transactions | Exchangeable Notes and Related Transactions —On June 28, 2019, Uniti Fiber Holdings Inc., a subsidiary of the Company, issued $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable 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. In accordance with ASC 470-20, Debt – Debt with Conversion and Other Options , because the conversion feature in the Exchangeable Notes is not bifurcated pursuant to ASC 815, Derivatives and Hedging , and because the conversion can be settled in cash, shares, or a combination thereof, the Exchangeable Notes were separated into a liability component and an equity component in a manner that reflects Uniti Fiber Holdings Inc.’s non-convertible debt borrowing rate. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. See Note 1 2 . The Company adopted ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) on January 1, 2021. 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.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. 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 or their respective affiliates (collectively, the “2019 Counterparties”). In addition, the Company entered into warrant transactions to sell to the 2019 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 each 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 Note Hedge Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit. See No te 1 0 |
Intangible Assets | Intangible Assets —Intangible 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. |
Transaction Related and Other Costs | Transaction Related and Other Costs —The Company expenses non-capitalizable transaction related and other costs in the period in which they are incurred and services are received. Transaction related costs include incremental acquisition pursuit, transaction and integration costs, including unsuccessful acquisition pursuit costs. Pursuit and transaction costs include professional services (legal, accounting, advisory, regulatory, etc.), finder’s fees, travel expenses, and other direct expenses associated with a business acquisition. Integration costs include direct costs necessary to integrate an acquired business, including professional services, systems and data conversion, severance and retention bonuses payable to employees of an acquired business. In addition, other costs, such as costs incurred as a result of Windstream’s bankruptcy filing, costs associated with Windstream’s claims against us (see Note 16 ), and costs associated with the implementation of our enterprise resource planning system are included within this line item on the Consolidated Statements of Income (Loss). |
Settlement Expense | Settlement Expense —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 (as defined in Note 5 ) 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 May 26, 2020, UMB Bank, National Association and U.S. Bank National Association ("U.S. Bank"), 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. 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 filed a notice of appeal in the United States Court of Appeals for the Second Circuit from the district court’s order. On November 8, 2022, U.S. Bank petitioned the Second Circuit for a rehearing or, in the alternative, a rehearing en banc of the October 25 summary opinion affirming the district court's dismissal of U.S. Bank's appeal. On December 16, 2022, the Second Circuit denied the petition for a rehearing or a rehearing en banc . On September 21, 2020, Windstream emerged from bankruptcy following its voluntary petition for relief under Chapter 11 of the Bankruptcy Code. In connection with Windstream’s emergence from bankruptcy, Uniti entered into several agreements and consummated the transactions, each as described herein, to implement its settlement (the “Settlement”) with Windstream pursuant to the settlement agreement dated as of May 12, 2020 between Uniti and Windstream. Pursuant to the Settlement, Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and the Master Lease. 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 settlement agreement. The stipulation and order was entered by the bankruptcy court on January 25, 2021. In accordance with the Settlement, we have a number of obligations including the following: i. we are obligated to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020, and we may prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). As of December 31, 2022, the Company has made payments totaling $215.4 million; ii. we are obligated to reimburse Windstream for Growth Capital Improvements as described in Note 5 iii. we closed the Stock Purchase Agreement with certain first lien creditors of Windstream (see Note 20 iv. we closed the Asset Purchase Agreement with Windstream (see Note 6 ). |
Debt Issuance Costs | Debt Issuance Costs —The Company recognizes debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The costs, which include |
Revenue Recognition | Revenue Recognition — The following is a description of principal activities, separated by reportable segments (see Note 1 5 ), from which the Company generates its revenues. We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, they are not included in revenue. Leasing Leasing revenue represents the results from our leasing segment, 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 . The Windstream Leases (as defined in Note 5 ) are long-term exclusive triple-net leases, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. 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 lease revenues 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 our former small consumer competitive local exchange carrier business (the "Consumer CLEC Business" or "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 capitalize commission fees as costs of obtaining a contract when those commissions are incremental and expected to be recovered from the revenue contract and we amortize those capitalized costs consistent with the pattern of transfer of the product or service to which the capitalized costs relate. The amortization of these costs are included in general and administrative expense on the Consolidated Statements of Income (Loss). |
Straight-Line Revenue Receivable | Straight-Line Revenue Receivable —We evaluate the collectability of our straight-line revenue receivables in accordance with the provisions of ASC 842, Leases |
Lessee, Leases | Leases —We classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method (a finance lease) or as a single lease cost recognized on a straight-line basis over the term of the lease (an operating lease). We recognize an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys 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 as a lessee 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 separately stated on our Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments. 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, we limit the lease revenue to the lesser of the revenue recognized on a straight-line basis or cash basis. 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 leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. For leases where we are the lessor, we combine the lease and non-lease components when the components qualify to be combined and we account for the combined arrangement based on whether the lease or non-lease component is predominant. Maintenance services are the primary nonlease components and the combined components typically are treated as leases for revenue recognition purposes. 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. |
Lessor, Leases | Leases —We classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method (a finance lease) or as a single lease cost recognized on a straight-line basis over the term of the lease (an operating lease). We recognize an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys 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 as a lessee 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 separately stated on our Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments. 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, we limit the lease revenue to the lesser of the revenue recognized on a straight-line basis or cash basis. 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 leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. For leases where we are the lessor, we combine the lease and non-lease components when the components qualify to be combined and we account for the combined arrangement based on whether the lease or non-lease component is predominant. Maintenance services are the primary nonlease components and the combined components typically are treated as leases for revenue recognition purposes. 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. |
Stock-Based Compensation | Stock-Based Compensation—We account for stock-based compensation using the fair value method of accounting. We have determined that our stock-based payment awards granted in exchange for employee services qualify as 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. |
Income Taxes | Income Taxes —We elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, 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, we will be subject to U.S. federal income tax 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 . 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 certain subsidiaries of Uniti Leasing, and operated 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 . 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 recognition period after the Spin-Off. The 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 —In accordance with ASC 805, Business Combinations , we apply the acquisition method of accounting for acquisitions meeting the definition of a business combination or asset acquisition, where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with those of the Company from the dates of the respective acquisitions. The fair value of the acquired assets and liabilities are estimated using the income, market and/or cost approach. The income approach utilizes the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar circumstances. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of operating results, business plans, expected growth rates, capital expenditure plans, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could materially affect the cash flow projections, and therefore could affect the estimated fair value. Impacts of these assumptions or estimates include customer retention, execution of our business plans, which impact growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including interest rate and stock price fluctuations, impacting our cost of capital. 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 —The limited partner equity interests in our operating partnership are exchangeable on a one-for-one basis for shares of our common stock or, at our election, cash of equivalent value. All of the limited partner equity interests in our operating partnership not held by the Company are reflected as noncontrolling interests. In the Consolidated Statements of Income (Loss), we allocate net income (loss) attributable to noncontrolling interests to arrive at net (loss) income attributable to shareholders based on their proportionate share. 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 |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities —We report our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 7 |
Goodwill | Goodwill — As of December 31, 2022 , and 2021, 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. Our annual impairment test is performed with a valuation date of October 1. In accordance with ASC 350-20, Intangibles-Goodwill and Other ("ASC 350-20"), 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 (a “Triggering Event”). On the occurrence of a Triggering Event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit must be compared with its carrying value. 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; and the estimation of the fair value of a reporting unit. During the third quarter of 2022, the Company identified a triggering event under ASC 350-20 and, therefore, performed a qualitative and quantitative goodwill impairment test with a valuation date of September 30, 2022. The triggering event was a result of macroeconomic and financial market factors, specifically increased interest rates impacting our discount rate. As a result, we concluded that the fair value of the Fiber Infrastructure reporting unit, estimated using a combination of the income approach and market approach, was less than its carrying amount. Accordingly, we recorded a $216.0 million goodwill impairment charge in the Fiber Infrastructure reporting unit. During the fourth quarter of 2022, we performed an additional quantitative and qualitative impairment test, and concluded that as a result of the continuing macroeconomic and financial market factors, specifically increased interest rates impacting our discount rate, the fair value of the Fiber Infrastructure reporting unit was less than its carrying amount. As a result, we recorded a $24.5 million goodwill impairment charge in the Fiber Infrastructure reporting unit. During the year ended December 31, 2021, no impairment losses were recognized. During the year ended December 31, 2020, we performed our annual goodwill impairment analysis during the fourth quarter of 2020 and concluded that, as a result of increased capital expenditure investments in dark fiber and small cell projects and less than anticipated cash flow growth, the fair value of the Fiber Infrastructure reporting unit, estimated using a combination of the income approach and market approach, was 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 |
Earnings per Share | Earnings per Share —Outstanding restricted stock awards that contain rights to non-forfeitable dividends are deemed to be participating securities, requiring the application of the two-class method of computing basic and dilutive 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, the Convertible 2027 Notes and the Exchangeable Notes, when such awards are dilutive. See Note 1 4 . |
Concentration of Credit Risks | Concentration of Credit Risks —Revenue under the Windstream Leases provided 66.5% of our revenue for the year ended December 31, 2022, 66.4% of our revenue for the year ended December 31, 2021, and 65.8% of our revenue for the year ended December 31, 2020. 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 May 2021 , the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) : Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The Company adopted ASU 2021-04 effective January 1, 2022 , and there was no impact on our consolidated financial statements. In July 1, 2021, the FASB issued ASU 2021-05 , Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments (“ ASU 2021-05 ”), which requires lessors to classify leases as operating leases if they (1) have variable lease payments that do not depend on a reference index or rate, and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as a sales-type or direct financing lease. The Company adopted ASU 2021-05 effective January 1, 2022, and there was no impact on our consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2022 2021 2020 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 78,977 $ 86,915 $ 106,125 Enterprise and wholesale 85,820 86,390 78,702 E-Rate and government 64,219 74,396 80,428 Other 2,827 3,272 4,341 Fiber Infrastructure $ 231,843 $ 250,973 $ 269,596 Leasing 4,590 4,449 1,420 Consumer CLEC — — 651 Total revenue from contracts with customers 236,433 255,422 271,667 Revenue accounted for under leasing guidance Leasing 822,867 797,048 744,495 Fiber Infrastructure 69,547 48,052 44,767 Towers — — 6,112 Total revenue accounted for under leasing guidance 892,414 845,100 795,374 Total revenue $ 1,128,847 $ 1,100,522 $ 1,067,041 |
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, 2021 $ 4,066 $ 9,099 Balance at December 31, 2022 $ 173 $ 8,699 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the years ended December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Lease income - operating leases $ 892,414 $ 845,100 |
Lease Payments to be Received under Non-Cancellable Operating Leases | Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of December 31, 2022 are as follows: (Thousands) December 31, 2022 (1) 2023 $ 779,794 2024 792,205 2025 793,341 2026 794,728 2027 795,338 Thereafter 2,295,504 Total lease receivables $ 6,250,910 (1) Total future minimum lease payments to be received include $5.3 billion relating to the Windstream Leases. Future sublease rentals as of December 31, 2022 are as follows: (Thousands) Sublease Rentals 2023 $ 9,659 2024 9,763 2025 9,852 2026 9,937 2027 9,961 Thereafter 124,096 Total $ 173,268 |
Property, Plant, and Equipment, Lessor Asset under Operating Lease | The underlying assets under operating leases where we are the lessor as of December 31, 2022 and 2021 are summarized as follows: (Thousands) December 31, 2022 December 31, 2021 Land $ 26,549 $ 26,593 Building and improvements 346,093 343,624 Poles 296,941 281,130 Fiber 3,529,835 3,278,276 Equipment 437 428 Copper 3,964,439 3,918,281 Conduit 89,963 89,859 Tower assets 1,397 1,397 Finance lease assets 28,126 28,126 Other assets 10,434 10,649 8,294,214 7,978,363 Less: accumulated depreciation (5,542,726) (5,391,479) Underlying assets under operating leases, net $ 2,751,488 $ 2,586,884 |
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, 2022 and 2021 is summarized as follows: (Thousands) Year Ended Year Ended Depreciation expense for underlying assets under operating leases $ 176,160 $ 178,348 |
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, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Finance lease cost Amortization of ROU assets $ 3,793 $ 4,649 Interest on lease liabilities 1,437 2,383 Total finance lease cost 5,230 7,032 Operating lease cost 19,946 18,886 Short-term lease cost 3,109 2,885 Variable lease cost 547 492 Less sublease income (13,683) (12,752) Total lease cost $ 15,149 $ 16,543 Other information related to leases as of December 31, 2022 and 2021 are as follows: (Thousands) Year Ended Year Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for finance leases $ 1,437 $ 2,383 Operating cash flows for operating leases 19,874 22,471 Financing cash flows for finance leases 1,193 2,019 Non-cash items: New operating leases and remeasurements, net $ 23,173 $ 15,230 New finance leases 1,314 — |
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, 2022 and 2021 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2022 December 31, 2021 Operating leases ROU asset, net Operating lease right-of-use assets, net $ 88,545 $ 80,271 ROU liability Operating lease liabilities 66,356 57,349 Finance leases ROU asset, gross Property, plant and equipment, net $ 73,487 $ 72,284 ROU liability Finance lease obligations 15,520 15,348 Weighted-average remaining lease term Operating leases 10.1 years 9.4 years Finance leases 11.5 years 12.8 years Weighted-average discount rate Operating leases 8.6 % 8.6 % Finance leases 10.1 % 10.6 % |
Lessee, Operating Lease, Liability, Maturity | Future lease payments under non-cancellable leases as of December 31, 2022 are as follows: (Thousands) Operating Leases Finance Leases 2023 $ 16,252 $ 2,560 2024 13,755 2,370 2025 11,113 2,316 2026 8,440 2,316 2027 5,908 2,185 Thereafter 47,179 12,718 Total undiscounted lease payments $ 102,647 $ 24,465 Less: imputed interest (36,291) (8,945) Total lease liabilities $ 66,356 $ 15,520 |
Finance Lease, Liability, Fiscal Year Maturity | Future lease payments under non-cancellable leases as of December 31, 2022 are as follows: (Thousands) Operating Leases Finance Leases 2023 $ 16,252 $ 2,560 2024 13,755 2,370 2025 11,113 2,316 2026 8,440 2,316 2027 5,908 2,185 Thereafter 47,179 12,718 Total undiscounted lease payments $ 102,647 $ 24,465 Less: imputed interest (36,291) (8,945) Total lease liabilities $ 66,356 $ 15,520 |
Business Combinations, Asset _2
Business Combinations, Asset Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
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 |
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 ), should be combined for the accounting purpose of ASC 842. As such, total consideration provided to Windstream under the Settlement has been allocated as follows: (Thousands) Consideration: Asset Purchase Agreement $ 284,550 Fair value of settlement obligation 438,577 Total consideration $ 723,127 Fair values of the assets acquired and liabilities assumed as of the acquisition date: Property, plant and equipment $ 170,754 Intangible assets, net 69,832 Other assets 27,632 Intangible liabilities, net (195,091) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021: (Thousands) Total Quoted Prices in Active Markets Prices with Other Observable Inputs Prices with Unobservable Inputs At December 31, 2022 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,208,319 $ — $ 2,208,319 $ — Senior secured notes - 4.75%, due April 15, 2028 469,740 — 469,740 — Senior unsecured notes - 6.50%, due February 15, 2029 759,917 — 759,917 — Senior unsecured notes - 6.00%, due January 15, 2030 467,401 — 467,401 — Convertible senior notes - 7.50%, due December 1, 2027 297,765 — 297,765 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 127,024 — 127,024 — Senior secured revolving credit facility, variable rate, due December 10, 2024 187,981 — 187,981 — Settlement payable 232,350 — 232,350 — Total $ 4,750,497 $ — $ 4,750,497 $ — (Thousands) Total Quoted Prices in Active Markets Prices with Other Observable Inputs Prices with Unobservable Inputs 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 — Settlement payable 254,725 — 254,725 — Derivative liability, net 10,413 — 10,413 — Total $ 5,578,491 $ — $ 5,578,491 $ — |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Land Indefinite $ 28,845 $ 28,449 Building and improvements 3 - 40 years 363,077 359,980 Poles 30 years 296,941 281,130 Fiber 30 years 4,434,506 4,107,519 Equipment 5 - 7 years 399,473 331,761 Copper 20 years 3,964,439 3,918,281 Conduit 30 years 89,963 89,859 Tower assets 20 years 5,619 8,544 Finance lease assets See Note 3 73,487 72,284 Construction in progress See Note 3 46,508 27,366 Other assets 15 - 20 years 10,436 10,652 Corporate assets 3 - 7 years 14,883 14,326 9,728,177 9,250,151 Less accumulated depreciation (5,973,630) (5,741,212) Property, plant and equipment, net $ 3,754,547 $ 3,508,939 (1) Certain property acquired from Windstream is depreciated using Windstream's estimated useful lives. Specifically, certain Fiber assets are depreciated using an average 20 year life. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Offsetting Assets | The following table presents the gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2021: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Gross Amounts Offset in Net Amounts of Assets or At December 31, 2021 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 |
Offsetting Liabilities | The following table presents the gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2021: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Gross Amounts Offset in Net Amounts of Assets or At December 31, 2021 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 December 31, 2022 December 31, 2021 Interest rate swaps Derivative liability, net $ — $ 10,413 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill occurring during the year ended December 31, 2022 and 2021, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2020 $ 672,878 $ 672,878 Accumulated impairment charges as of December 31, 2020 (71,000) (71,000) Balance at December 31, 2020 601,878 601,878 Balance at December 31, 2021 601,878 601,878 Goodwill impairment (Note 3) (240,500) (240,500) Balance at December 31, 2022 $ 361,378 $ 361,378 Goodwill at December 31, 2022 $ 672,878 $ 672,878 Accumulated impairment charges as of December 31, 2022 $ (311,500) $ (311,500) |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2022 December 31, 2021 Cost Accumulated Amortization Cost Accumulated Amortization Finite life intangible assets: Customer lists $ 416,104 $ (128,728) $ 416,104 $ (105,861) Contracts 52,536 (14,776) 52,536 (8,209) Underlying rights 10,497 (787) 10,497 (437) Total intangible assets $ 479,137 $ 479,137 Less: accumulated amortization (144,291) (114,507) Total intangible assets, net $ 334,846 $ 364,630 Finite life intangible liabilities: Acquired below-market leases $ 191,154 $ (24,062) $ 191,154 $ (13,368) Total intangible liabilities 191,154 191,154 Less: accumulated amortization (24,062) (13,368) Total intangible liabilities, net $ 167,092 $ 177,786 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Unclassified [Abstract] | |
Schedule of Notes and Other Debt | Notes and other debt is as follows: (Thousands) December 31, 2022 December 31, 2021 Principal amount $ 5,262,373 $ 5,175,000 Less unamortized discount, premium and debt issuance costs (73,558) (84,463) Notes and other debt less unamortized discount and debt issuance costs $ 5,188,815 $ 5,090,537 Notes and other debt at December 31, 2022 and 2021 consisted of the following: December 31, 2022 December 31, 2021 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (22,239) 2,250,000 (31,411) Senior secured notes - 4.75%, due April 15, 2028 (discount is based on imputed interest rate of 5.04%) 570,000 (7,654) 570,000 (8,886) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 4.77%) 137,873 (1,501) 345,000 (6,187) Convertible senior notes - 7.50%, due December 1, 2027 (discount is based on imputed interest rate of 8.29%) 306,500 (9,768) — — Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%) 1,110,000 (18,245) 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 (10,535) 700,000 (11,689) Senior secured revolving credit facility, variable rate, due December 10, 2024 188,000 (3,616) 200,000 (5,493) Total $ 5,262,373 $ (73,558) $ 5,175,000 $ (84,463) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2022 are as follows: (Thousands) 2023 $ — 2024 325,873 2025 2,250,000 2026 — 2027 306,500 Thereafter 2,380,000 Total $ 5,262,373 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
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) ($000s) Unvested balance December 31, 2021 1,353,973 $ 11.58 Granted 925,059 $ 9.52 Forfeited (159,799) $ 2.92 Vested (762,844) $ 11.92 Unvested balance, December 31, 2022 1,356,389 $ 11.11 $ 7,501 (1) The aggregate intrinsic value is calculated using the market value of our common stock as of December 30, 2022. The market value as of December 30, 2022 was $5.53 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2022, the final trading day of 2022. |
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) ($000s) Unvested balance December 31, 2021 623,115 $ 16.78 Granted 425,010 $ 14.42 Forfeited — $ — Vested (200,979) $ 18.99 Unvested balance, December 31, 2022 847,146 $ 15.07 $ 4,685 (1) The aggregate intrinsic value is calculated using the market value of our common stock as of December 30, 2022. The market value as of December 30, 2022 was $5.53 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 30, 2022, the final trading day of 2022. |
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, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Expected term (years) 3.0 3.0 3.0 Expected volatility 40.6 % 57.1 % 63.0 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 1.8 % 0.2 % 0.7 % |
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, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Expected term (years) 0.5 0.5 0.5 Expected volatility 12.0 % 28.0 % 72.0 % Expected annual dividend 6.1 % 5.5 % 3.9 % Risk free rate 2.5 % 0.1 % 0.2 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 2020 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (8,275) $ 123,660 $ (706,301) Less: Income allocated to participating securities (1,135) (1,077) (1,078) Dividends declared on convertible preferred stock (20) (10) (9) Net (loss) income attributable to common shares $ (9,430) $ 122,573 $ (707,388) Denominator: Basic weighted-average common shares outstanding 235,567 232,888 203,600 Basic (loss) earnings per common share $ (0.04) $ 0.53 $ (3.47) Year Ended December 31, (Thousands, except per share data) 2022 2021 2020 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (8,275) $ 123,660 $ (706,301) Less: Income allocated to participating securities (1,135) (1,077) (1,078) Dividends declared on convertible preferred stock (20) (10) (9) Impact on if-converted dilutive securities — 11,926 — Net (loss) income attributable to common shares $ (9,430) $ 134,499 $ (707,388) Denominator: Basic weighted-average common shares outstanding 235,567 232,888 203,600 Impact on if-converted dilutive securities — 30,809 — Effect of dilutive non-participating securities — 380 — Weighted-average shares for dilutive earnings per common share 235,567 264,077 203,600 Dilutive (loss) earnings per common share $ (0.04) $ 0.51 $ (3.47) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 827,457 $ 301,390 $ — $ — $ — $ 1,128,847 Adjusted EBITDA $ 806,027 $ 125,361 $ — $ — $ (25,492) $ 905,896 Less: Interest expense, net 376,832 Depreciation and amortization 172,007 120,666 — — 115 292,788 Other, net (4,790) Transaction related and other costs 10,340 Gain on sale of operations (176) Gain on sale of real estate (433) Goodwill impairment 240,500 Stock-based compensation 12,751 Income tax benefit (17,365) Adjustments for equity in earnings from unconsolidated entities $ 3,571 Net loss (8,122) Capital expenditures $ 263,269 $ 163,962 $ — $ — $ 336 $ 427,567 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 $ 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 (1) Segment capital expenditures represents capital expenditures and the Windstream Asset Purchase Agreement (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, 2022 and December 31, 2021 are as follows: December 31, (Thousands) 2022 2021 Leasing $ 2,705,934 $ 2,521,406 Fiber Infrastructure 2,076,136 2,249,860 Corporate 69,159 37,977 Total of reportable segments $ 4,851,229 $ 4,809,243 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020: (Thousands) 2022 2021 2020 Cash flow hedge changes in fair value (loss) gain: Balance at beginning of period $ (30,353) $ (30,353) $ (23,442) Other comprehensive loss before reclassifications — — (7,713) Amounts reclassified from accumulated other comprehensive income — — 677 Net other comprehensive loss (30,353) (30,353) (30,478) Less: Other comprehensive loss attributable to noncontrolling interest — — (125) Balance at end of period (30,353) (30,353) (30,353) Interest rate swap termination: Balance at beginning of period attributable to common shareholders 21,189 9,986 — Amounts reclassified from accumulated other comprehensive income 9,243 11,317 10,155 Balance at end of period 30,432 21,303 10,155 Less: Other comprehensive income attributable to noncontrolling interest 79 114 169 Balance at end of period attributable to common shareholders 30,353 21,189 9,986 Accumulated other comprehensive income (loss) at end of period $ — $ (9,164) $ (20,367) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the years ended December 31, 2022, 2021 and 2020 as reported in the accompanying Consolidated Statements of Income (Loss) was comprised of the following: Year Ended December 31, (Thousands) 2022 2021 2020 Current Federal $ 8,782 $ (71) $ (901) State 2,762 1,622 (498) Foreign — — 87 Total current expense 11,544 1,551 (1,312) Deferred Federal (22,804) (5,066) (7,665) State (6,105) (1,401) (6,226) Total deferred benefit (28,909) (6,467) (13,891) Total income tax benefit $ (17,365) $ (4,916) $ (15,203) |
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) 2022 2021 2020 Income (loss) from continuing operations, before tax $ (25,487) $ 119,844 $ (734,015) Income tax expense (benefit) at U.S. statutory federal rate (5,352) 25,167 (154,143) Increases (decreases) resulting from: State taxes, net of federal benefit (2,255) 288 (3,452) Benefit of REIT status (46,604) (30,565) 129,742 Goodwill impairment 36,895 — 14,910 Return to accrual (44) 193 (2,795) Permanent differences (5) 1 448 Foreign taxes — — 87 Income tax benefit $ (17,365) $ (4,916) $ (15,203) |
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, 2022 December 31, 2021 Deferred tax assets: Deferred revenue $ 30,616 $ 29,275 Stock-based compensation 528 503 Accrued expenses and other — 183 Asset retirement obligation 2,213 1,791 Inventory reserve 140 140 Excess business interest expense 14,037 306 Lease asset liability 14,325 13,952 Settlement obligation 680 710 Debt discount and interest expense 2,593 10,040 Other 3,035 2,215 Net operating loss carryforwards 143,733 139,020 Deferred tax assets $ 211,900 $ 198,135 Deferred tax liabilities: Property, plant and equipment $ (94,889) $ (97,372) Customer list intangible (39,125) (40,941) Other intangible amortization (18,320) (28,689) Right of use asset (15,384) (16,039) Deferred or prepaid costs (3,533) (3,373) Other (18) — Deferred tax liabilities $ (171,269) $ (186,414) Deferred tax asset, net $ 40,631 $ 11,721 |
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) 2022 2021 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, 2022 | |
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, 2022, 2021 and 2020 is as follows: Year Ended December 31, (Thousands) 2022 2021 2020 Cash payments for: Interest, net of capitalized interest $ 335,920 $ 375,578 $ 314,276 Income taxes, net of refunds $ 9,437 $ 1,386 $ 1,155 |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payments of Dividends [Abstract] | |
Dividends Declared | For the years ended December 31, 2022, 2021, and 2020, our common stock distribution per share was $0.75, $0.45 and $0.60, respectively, characterized as follows: Year Ended December 31, 2022 2021 (1) 2020 (2) Ordinary dividends $ 0.75 $ 0.45 $ 0.52 Capital gain distribution $ — $ — $ 0.08 Non-dividend distributions $ — $ — $ — Total $ 0.75 $ 0.45 $ 0.60 (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 was 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. |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Organization And Description Of Business [Line Items] | ||
Number of operating business segments | 2 | 2 |
Uniti Group LP | ||
Organization And Description Of Business [Line Items] | ||
Percentage of partnership interests owned | 99.96% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 12 Months Ended | |||||||
Oct. 01, 2020 USD ($) installment | Jun. 28, 2019 USD ($) $ / shares shares | Apr. 27, 2015 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accumulated amortization of finance lease assets | $ 5,973,630,000 | $ 5,973,630,000 | $ 5,741,212,000 | ||||||
Gain (loss) on disposition of property | $ 0 | ||||||||
Depreciation expense | 263,000,000 | 261,200,000 | $ 301,200,000 | ||||||
Impairment losses | 0 | 0 | 0 | ||||||
Aggregate carrying amount of asset retirement obligations | 13,300,000 | 13,300,000 | 11,800,000 | ||||||
Asset retirement obligations liabilities Incurred | 0 | 400,000 | |||||||
Asset retirement obligations accretion expense recognized | 1,700,000 | 1,500,000 | 1,300,000 | ||||||
Debt instrument amount | 5,262,373,000 | 5,262,373,000 | 5,175,000,000 | ||||||
Common stock aggregate at an exercise price (in dollars per share) | $ / shares | $ 16.42 | ||||||||
Settlement expense (Note 3) | $ 650,000,000 | 0 | 0 | 650,000,000 | |||||
Allowance for credit loss, excluding accrued interest | 2,900,000 | 2,900,000 | 2,700,000 | ||||||
Credit loss expense (reversal), excluding accrued interest | 600,000 | 1,500,000 | 1,800,000 | ||||||
Unrecognized tax benefit | $ 1,734,000 | 1,734,000 | 1,734,000 | 1,734,000 | |||||
Goodwill impairment | 240,500,000 | $ 0 | $ 71,000,000 | ||||||
Windstream | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Litigation settlement, amount awarded to other party | $ 490,100,000 | ||||||||
Litigation settlement, number of payment installments | installment | 20 | ||||||||
Litigation settlement, prepayment discount rate | 9% | ||||||||
Settlement payments | $ 215,400,000 | ||||||||
Customer Concentration Risk | Revenue | Windstream | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Windstream leases revenue percentage | 66.50% | 66.40% | 65.80% | ||||||
Fiber Infrastructure | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Investment report period lag | 30 days | 30 days | |||||||
Goodwill impairment | $ 24,500,000 | $ 216,000,000 | $ 240,500,000 | $ 71,000,000 | |||||
Harmoni | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Investment report period lag | 90 days | 90 days | |||||||
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 | ||||||||
Maximum | Warrants | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Anti-dilution adjustments (in shares) | shares | 27.8 | ||||||||
Exchangeable Notes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt instrument amount | $ 345,000,000 | ||||||||
Issuance senior notes, stated percentage | 4% | ||||||||
Property Plant and Equipment, Net | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Tenant funded capital improvements | $ 884,400,000 | $ 884,400,000 | $ 838,800,000 | ||||||
Deferred Income Taxes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Unrecognized tax benefit | 1,700,000 | 1,700,000 | |||||||
Finance lease assets | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accumulated amortization of finance lease assets | $ 22,200,000 | 22,200,000 | 18,400,000 | ||||||
Tenant Capital Improvements | Master Lease | Windstream | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Leasing revenue | 43,200,000 | 39,000,000 | 35,100,000 | ||||||
Depreciation expense | $ 43,200,000 | $ 39,000,000 | $ 35,100,000 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | $ 236,433 | $ 255,422 | $ 271,667 |
Revenue accounted for under leasing guidance | 892,414 | 845,100 | 795,374 |
Total revenue | 1,128,847 | 1,100,522 | 1,067,041 |
Fiber Infrastructure | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 231,843 | 250,973 | 269,596 |
Revenue accounted for under leasing guidance | 69,547 | 48,052 | 44,767 |
Total revenue | 301,390 | 299,025 | 314,363 |
Fiber Infrastructure | Lit backhaul | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 78,977 | 86,915 | 106,125 |
Fiber Infrastructure | Enterprise and wholesale | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 85,820 | 86,390 | 78,702 |
Fiber Infrastructure | E-Rate and government | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 64,219 | 74,396 | 80,428 |
Fiber Infrastructure | Other | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 2,827 | 3,272 | 4,341 |
Leasing | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 4,590 | 4,449 | 1,420 |
Revenue accounted for under leasing guidance | 822,867 | 797,048 | 744,495 |
Total revenue | 827,457 | 801,497 | 745,915 |
Consumer CLEC | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers | 0 | 0 | 651 |
Total revenue | 0 | 0 | 651 |
Towers | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue accounted for under leasing guidance | $ 0 | $ 0 | $ 6,112 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition [Line Items] | |||
Accounts receivable, net | $ 42,631 | $ 38,455 | |
Contract with customer, receivable, after allowance for credit loss | 16,100 | 14,700 | |
Revenue recognized that was included in the contract liability | 6,400 | 13,200 | $ 5,400 |
Future revenues under contract | 563,400 | ||
Contracts currently being invoiced | 463,800 | ||
Backlog for sales bookings | $ 99,700 | ||
Average remaining contract term of backlog sales bookings | 5 years 8 months 12 days | ||
Operating Lease Receivable | |||
Revenue Recognition [Line Items] | |||
Accounts receivable, net | $ 26,200 | $ 19,400 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |||
Revenue Recognition [Line Items] | |||
Average remaining contract term for contracts currently billing | 2 years 3 months 18 days |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract Assets | $ 173 | $ 4,066 |
Contract Liabilities | $ 8,699 | $ 9,099 |
Leases - Additional Information
Leases - Additional Information (Details) | 2 Months Ended | 12 Months Ended | |||
Sep. 18, 2020 USD ($) | Sep. 18, 2018 USD ($) lease | Feb. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Leases [Line Items] | |||||
Lessor, operating lease, existence of option to extend [true false] | true | ||||
Lessor, operating lease, existence of option to terminate [true false] | true | ||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||
Lessee, operating lease, existence of option to terminate [true false] | true | ||||
Short term lease commitments | $ 2,900,000 | ||||
Number of master leases | lease | 2 | ||||
Lessor, annual payment to be received | $ 663,000,000 | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | 563,600,000 | ||||
Subsequent Event | |||||
Leases [Line Items] | |||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 19,500,000 | ||||
Windstream | |||||
Leases [Line Items] | |||||
Lessor, initial lease term | 19 years | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | 1,750,000,000 | ||||
Improvements will exclude maintenance or repair expenditures except for costs incurred for fiber replacements | $ 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 three | 225,000,000 | ||||
Future annual commitment payments for agreements due year four 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 | 125,000,000 | ||||
Future annual commitment payments for agreements due year nine | 125,000,000 | ||||
Future annual commitment payments for agreements due year ten | 125,000,000 | ||||
Cumulative growth capital improvements annual reimbursement commitment amount limit in subsequent period | $ 250,000,000 | ||||
Annual rent adjustment | 8% | ||||
Rate used for rent percentage | 100.50% | ||||
Maximum funding rights allocated per year upon transfer of interests | $ 20,000,000 | ||||
New leases agreement to fund growth capital improvements, maximum annual amount | $ 25,000,000 | ||||
Accrued interest rate for borrowing | 8% | ||||
Reimbursement to fund growth capital improvements | $ 238,000,000 | ||||
Amount allowed for under the settlement represented the reimbursement of capital improvements | 30,900,000 | ||||
Windstream | Equipment Loan Agreement | |||||
Leases [Line Items] | |||||
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% | ||||
Minimum | Windstream | Pro Forma | |||||
Leases [Line Items] | |||||
Total leverage ratio | 350% | ||||
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 | $ 125,000,000 | |||
Maximum | Windstream | Senior Secured Revolving Credit Facility | |||||
Leases [Line Items] | |||||
Issuance senior notes, stated percentage | $ 750,000,000 |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | Total revenue | |
Lease income - operating leases | $ 892,414 | $ 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, 2022 USD ($) |
Lessee Lease Description [Line Items] | |
2023 | $ 779,794 |
2024 | 792,205 |
2025 | 793,341 |
2026 | 794,728 |
2027 | 795,338 |
Thereafter | 2,295,504 |
Total lease receivables | 6,250,910 |
Total future minimum lease payments to be received | 6,250,910 |
Windstream | |
Lessee Lease Description [Line Items] | |
Total lease receivables | 5,300,000 |
Total future minimum lease payments to be received | $ 5,300,000 |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessor Lease Description [Line Items] | ||
Underlying assets under operating leases, gross | $ 8,294,214 | $ 7,978,363 |
Less: accumulated depreciation | (5,542,726) | (5,391,479) |
Underlying assets under operating leases, net | 2,751,488 | 2,586,884 |
Land | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 26,549 | 26,593 |
Building and improvements | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 346,093 | 343,624 |
Poles | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 296,941 | 281,130 |
Fiber | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 3,529,835 | 3,278,276 |
Equipment | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 437 | 428 |
Copper | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 3,964,439 | 3,918,281 |
Conduit | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 89,963 | 89,859 |
Tower assets | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | 1,397 | 1,397 |
Finance lease assets | ||
Lessor Lease Description [Line Items] | ||
Finance lease assets | 28,126 | 28,126 |
Other assets | ||
Lessor Lease Description [Line Items] | ||
Property, plant, and equipment, lessor asset under operating lease, before accumulated depreciation | $ 10,434 | $ 10,649 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Depreciation expense for underlying assets under operating leases | $ 176,160 | $ 178,348 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 3,793 | $ 4,649 |
Interest on lease liabilities | 1,437 | 2,383 |
Total finance lease cost | 5,230 | 7,032 |
Operating lease cost | 19,946 | 18,886 |
Short-term lease cost | 3,109 | 2,885 |
Variable lease cost | 547 | 492 |
Less sublease income | (13,683) | (12,752) |
Total lease cost | $ 15,149 | $ 16,543 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Finance Lease Liability Excluding Finance Lease Obligations In Held For Sale | Finance Lease Liability Excluding Finance Lease Obligations In Held For Sale |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | ROU liability | ROU liability |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets, net | Operating lease right-of-use assets, net |
Operating leases | ||
Operating lease right-of-use assets, net | $ 88,545 | $ 80,271 |
ROU liability | 66,356 | 57,349 |
Finance leases | ||
ROU asset, gross | 73,487 | 72,284 |
ROU liability | $ 15,520 | $ 15,348 |
Weighted-average remaining lease term | ||
Operating leases | 10 years 1 month 6 days | 9 years 4 months 24 days |
Finance leases | 11 years 6 months | 12 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 8.60% | 8.60% |
Finance leases | 10.10% | 10.60% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows for finance leases | $ 1,437 | $ 2,383 | |
Operating cash flows for operating leases | 19,874 | 22,471 | |
Financing cash flows for finance leases | 1,193 | 2,019 | $ 3,702 |
Non-cash items: | |||
New operating leases and remeasurements, net | 23,173 | 15,230 | |
New finance leases | $ 1,314 | $ 0 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 16,252 | |
2024 | 13,755 | |
2025 | 11,113 | |
2026 | 8,440 | |
2027 | 5,908 | |
Thereafter | 47,179 | |
Total undiscounted lease payments | 102,647 | |
Less: imputed interest | (36,291) | |
Operating lease liabilities | 66,356 | $ 57,349 |
Finance Leases | ||
2023 | 2,560 | |
2024 | 2,370 | |
2025 | 2,316 | |
2026 | 2,316 | |
2027 | 2,185 | |
Thereafter | 12,718 | |
Total undiscounted lease payments | 24,465 | |
Less: imputed interest | (8,945) | |
Total lease liabilities | $ 15,520 | $ 15,348 |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessor Lease Description [Line Items] | |
2023 | $ 779,794 |
2024 | 792,205 |
2025 | 793,341 |
2026 | 794,728 |
2027 | 795,338 |
Thereafter | 2,295,504 |
Total lease receivables | 6,250,910 |
Sublease Rentals | |
Lessor Lease Description [Line Items] | |
2023 | 9,659 |
2024 | 9,763 |
2025 | 9,852 |
2026 | 9,937 |
2027 | 9,961 |
Thereafter | 124,096 |
Total lease receivables | $ 173,268 |
Business Combinations, Asset _3
Business Combinations, Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, FiberStrandMile in Millions, FiberRoute in Millions | 3 Months Ended | |||||||
May 28, 2021 USD ($) lease | Sep. 18, 2020 USD ($) FiberStrandMile FiberRoute | Jul. 01, 2020 USD ($) | Jun. 01, 2020 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Lessor, number of leases | lease | 2 | |||||||
Indefeasible rights of use, term | 20 years | |||||||
Melody Investment Advisors | United States | Tower | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 225,800 | |||||||
Gain related to transaction | $ 63,400 | |||||||
Net assets value | $ 190,000 | |||||||
Investment interest retained, percentage | 10% | |||||||
Fair value of retained investment interest | $ 26,000 | |||||||
Incremental earn-out payments, estimated to be received | $ 1,600 | |||||||
Windstream | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire assets | $ 284,600 | |||||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | |||||||
Fiber strand miles of fiber assets conveyed | FiberStrandMile | 0.4 | |||||||
Fiber route miles of fiber assets conveyed | FiberRoute | 4,000 | |||||||
IRU annual EBITDA from fiber strand miles conveyed | $ 28,900 | |||||||
Intangible asset acquired | $ 69,800 | |||||||
Lessor, initial lease term | 19 years | |||||||
Acquired right of use assets | $ 27,600 | |||||||
Windstream | Contracts | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset acquired | $ 59,300 | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 8 years | |||||||
Windstream | Underlying rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset acquired | $ 10,500 | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | |||||||
Propco | MIP | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 167,600 | |||||||
Gain related to transaction | $ 23,000 | |||||||
Net assets value | $ 186,500 | |||||||
Investment interest retained, percentage | 20% | |||||||
Fair value of retained investment interest | $ 41,900 | |||||||
Everstream Solutions LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
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% | |||||||
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] | ||||||||
Cash consideration | $ 135,000 |
Business Combinations, Asset _4
Business Combinations, Asset Acquisitions and Dispositions - Schedule of Assets and Liabilities Sold (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities: | ||||
Gain on sale of operations | $ 176 | $ 28,143 | $ 0 | |
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) - Windstream $ in Thousands | Sep. 18, 2020 USD ($) |
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 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Proceeds from sale of unconsolidated entity | $ 32,527 | $ 0 | $ 0 | |
Income tax (benefit) expense | (17,365) | $ (4,916) | $ (15,203) | |
Harmoni | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Proceeds from sale of unconsolidated entity | $ 32,500 | |||
Income tax (benefit) expense | $ 6,700 | |||
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 | 20% | |||
Current investment and maximum exposure to loss result of involvement | $ 38,700 | |||
Harmoni | Variable Interest Entity, Not Primary Beneficiary | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Gain on sale of investments | $ 7,900 |
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, 2022 | Dec. 31, 2021 | Apr. 20, 2021 | Feb. 02, 2021 |
Liabilities | ||||
Settlement payable | $ 232,350 | $ 254,725 | ||
Derivative liability, net | 0 | 10,413 | ||
Total | 4,750,497 | 5,578,491 | ||
7.875% Senior Secured Notes | ||||
Liabilities | ||||
Senior notes | $ 2,208,319 | $ 2,351,576 | ||
Issuance senior notes, stated percentage | 7.875% | 7.875% | ||
4.75% Senior Secured Notes | ||||
Liabilities | ||||
Senior notes | $ 469,740 | $ 560,857 | ||
Issuance senior notes, stated percentage | 4.75% | 4.75% | 4.75% | |
6.50% Senior Unsecured Notes | ||||
Liabilities | ||||
Senior notes | $ 759,917 | $ 1,087,844 | ||
Issuance senior notes, stated percentage | 6.50% | 6.50% | 6.50% | |
6.00% Senior Unsecured Notes | ||||
Liabilities | ||||
Senior notes | $ 467,401 | $ 659,992 | ||
Issuance senior notes, stated percentage | 6% | 6% | ||
Convertible Senior Notes 2027, Excluding Over-Allotment Option | ||||
Liabilities | ||||
Senior notes | $ 297,765 | |||
Issuance senior notes, stated percentage | 7.50% | 7.50% | ||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||||
Liabilities | ||||
Senior notes | $ 127,024 | $ 453,104 | ||
Issuance senior notes, stated percentage | 4% | 4% | ||
Senior Secured Revolving Credit Facility | ||||
Liabilities | ||||
Senior secured loan | $ 187,981 | $ 199,980 | ||
Quoted Prices in Active Markets (Level 1) | ||||
Liabilities | ||||
Total | 0 | 0 | ||
Prices with Other Observable Inputs (Level 2) | ||||
Liabilities | ||||
Settlement payable | 232,350 | 254,725 | ||
Derivative liability, net | 10,413 | |||
Total | 4,750,497 | 5,578,491 | ||
Prices with Other Observable Inputs (Level 2) | 7.875% Senior Secured Notes | ||||
Liabilities | ||||
Senior notes | 2,208,319 | 2,351,576 | ||
Prices with Other Observable Inputs (Level 2) | 4.75% Senior Secured Notes | ||||
Liabilities | ||||
Senior notes | 469,740 | 560,857 | ||
Prices with Other Observable Inputs (Level 2) | 6.50% Senior Unsecured Notes | ||||
Liabilities | ||||
Senior notes | 759,917 | 1,087,844 | ||
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Unsecured Notes | ||||
Liabilities | ||||
Senior notes | 467,401 | 659,992 | ||
Prices with Other Observable Inputs (Level 2) | Convertible Senior Notes 2027, Excluding Over-Allotment Option | ||||
Liabilities | ||||
Senior notes | 297,765 | |||
Prices with Other Observable Inputs (Level 2) | Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||||
Liabilities | ||||
Senior notes | 127,024 | 453,104 | ||
Prices with Other Observable Inputs (Level 2) | Senior Secured Revolving Credit Facility | ||||
Liabilities | ||||
Senior secured loan | 187,981 | 199,980 | ||
Prices with Unobservable Inputs (Level 3) | ||||
Liabilities | ||||
Total | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Installment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Principal amount | $ 5,262,373 | $ 5,175,000 | ||
Settlement payable (Note 3) | 251,098 | 239,384 | ||
Increase in fair value of contingent consideration liability | 0 | $ 21 | $ 7,163 | |
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 | |||
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 | $ 4,520,000 |
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, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset | $ 9,728,177 | $ 9,250,151 |
Less accumulated depreciation | (5,973,630) | (5,741,212) |
Property, plant and equipment, net | 3,754,547 | 3,508,939 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,845 | 28,449 |
Building and improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 363,077 | 359,980 |
Building and improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 3 years | |
Building and improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 40 years | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 296,941 | 281,130 |
Depreciable lives | 30 years | |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,434,506 | 4,107,519 |
Depreciable lives | 30 years | |
Fiber | Windstream | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 20 years | |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 399,473 | 331,761 |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 5 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 7 years | |
Copper | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,964,439 | 3,918,281 |
Depreciable lives | 20 years | |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 89,963 | 89,859 |
Depreciable lives | 30 years | |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,619 | 8,544 |
Depreciable lives | 20 years | |
Finance lease assets | ||
Property Plant And Equipment [Line Items] | ||
Finance lease assets | $ 73,487 | 72,284 |
Less accumulated depreciation | (22,200) | (18,400) |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,508 | 27,366 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,436 | 10,652 |
Other assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 15 years | |
Other assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 20 years | |
Corporate assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,883 | $ 14,326 |
Corporate assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 3 years | |
Corporate assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable lives | 7 years |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 263 | $ 261.2 | $ 301.2 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) | 12 Months Ended | |||||||
Jun. 27, 2019 USD ($) | Jun. 25, 2019 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 07, 2022 $ / shares $ / Unit | Jun. 28, 2019 $ / shares | Apr. 27, 2015 USD ($) | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Reclassification out of other comprehensive income into interest (expense) benefit | $ (376,832,000) | $ (446,296,000) | $ (497,128,000) | |||||
Unrealized gain (loss) on derivative instruments | (7,700,000) | |||||||
Common stock aggregate at an exercise price (in dollars per share) | $ / shares | $ 16.42 | |||||||
Proceeds from offering and sale of warrants | $ 50,800,000 | |||||||
Payments for capped call option | 21,149,000 | 0 | 0 | |||||
Derivative cap price (in dollars per share) | $ / Unit | 10.63 | |||||||
Premium over the last reported common stock sales price, percentage | 75% | |||||||
Sale of stock (in dollars per share) | $ / shares | $ 6.075 | |||||||
Termination of bond hedge option | 1,190,000 | 0 | 0 | |||||
Counterparties 2019 | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Termination of bond hedge option | 500,000 | |||||||
Common Stock Warrants | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Common stock aggregate at an exercise price (in dollars per share) | $ / shares | $ 16.42 | |||||||
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 | $ 9,200,000 | $ 11,300,000 | $ 10,800,000 | |||||
Maximum | Common Stock Warrants | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Warrants (in shares) | shares | 27,800,000 | |||||||
Maximum number of shares issued pursuant to warrants (in shares) | shares | 55,500,000 | |||||||
Interest rate swaps | ||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||||||
Derivative, notional value | $ 2,000,000,000 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 0 | $ 10,413 |
Interest rate swaps | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 0 | $ 10,413 |
Derivative Instruments and He_5
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, 2022 | Dec. 31, 2021 |
Assets | ||
Gross Amounts of Recognized Assets | $ 10,788 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Total derivative assets | 0 | |
Liabilities | ||
Gross Amounts of Recognized Liabilities | 21,201 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Total derivative liabilities | $ 0 | 10,413 |
Interest rate swaps | ||
Assets | ||
Gross Amounts of Recognized Assets | 10,788 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Total derivative assets | 0 | |
Liabilities | ||
Gross Amounts of Recognized Liabilities | 21,201 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (10,788) | |
Total derivative liabilities | $ 0 | $ 10,413 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||||
Goodwill, gross | $ 672,878 | $ 672,878 | $ 672,878 | ||
Goodwill, impaired, accumulated impairment loss | (311,500) | (311,500) | (71,000) | ||
Goodwill [Roll Forward] | |||||
Goodwill at beginning of period | 601,878 | $ 601,878 | |||
Goodwill, impairment loss | (240,500) | 0 | (71,000) | ||
Goodwill at end of period | 361,378 | 361,378 | 601,878 | 601,878 | |
Fiber Infrastructure | |||||
Goodwill [Line Items] | |||||
Goodwill, gross | 672,878 | 672,878 | 672,878 | ||
Goodwill, impaired, accumulated impairment loss | (311,500) | (311,500) | (71,000) | ||
Goodwill [Roll Forward] | |||||
Goodwill at beginning of period | 601,878 | 601,878 | |||
Goodwill, impairment loss | (24,500) | $ (216,000) | (240,500) | (71,000) | |
Goodwill at end of period | $ 361,378 | $ 361,378 | $ 601,878 | $ 601,878 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Total intangible assets | $ 479,137 | $ 479,137 |
Accumulated Amortization | (144,291) | (114,507) |
Total intangible assets, net | 334,846 | 364,630 |
Less: accumulated amortization | (24,062) | (13,368) |
Total intangible liabilities, net | 167,092 | 177,786 |
Customer lists | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Cost | 416,104 | 416,104 |
Accumulated Amortization | (128,728) | (105,861) |
Contracts | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Cost | 52,536 | 52,536 |
Accumulated Amortization | (14,776) | (8,209) |
Underlying rights | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Cost | 10,497 | 10,497 |
Accumulated Amortization | (787) | (437) |
Acquired below-market leases | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | ||
Total intangible liabilities | 191,154 | 191,154 |
Less: accumulated amortization | $ (24,062) | $ (13,368) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remaining weighted average amortization period of intangible assets | 14 years 2 months 12 days | ||
Amortization | $ 29,800,000 | $ 29,800,000 | $ 28,200,000 |
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 | ||
Estimated amortization expense for 2027 | 29,700,000 | ||
Revenue related to amortization of below-market leases | $ 10,700,000 | $ 10,700,000 | $ 0 |
Remaining weighted average amortization period of intangible liabilities | 17 years | ||
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 | ||
Estimated revenue due to amortization, 2027 | $ 10,700,000 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 20, 2021 | Feb. 02, 2021 |
Debt Instrument [Line Items] | ||||
Principal amount | $ 5,262,373 | $ 5,175,000 | ||
Less unamortized discount, premium and debt issuance costs | (73,558) | (84,463) | ||
Notes and other debt less unamortized discount and debt issuance costs | 5,188,815 | 5,090,537 | ||
Senior Secured Notes - 7.875% Due February 15, 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 2,250,000 | 2,250,000 | ||
Less unamortized discount, premium and debt issuance costs | $ (22,239) | $ (31,411) | ||
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] | ||||
Principal amount | $ 570,000 | $ 570,000 | ||
Less unamortized discount, premium and debt issuance costs | $ (7,654) | $ (8,886) | ||
Issuance senior notes, stated percentage | 4.75% | 4.75% | 4.75% | |
Effective interest rate | 5.04% | 5.04% | ||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 137,873 | $ 345,000 | ||
Less unamortized discount, premium and debt issuance costs | $ (1,501) | $ (6,187) | ||
Issuance senior notes, stated percentage | 4% | 4% | ||
Effective interest rate | 4.77% | 4.77% | ||
Convertible Senior Notes 2027, Excluding Over-Allotment Option | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 306,500 | $ 0 | ||
Less unamortized discount, premium and debt issuance costs | $ (9,768) | $ 0 | ||
Issuance senior notes, stated percentage | 7.50% | 7.50% | ||
Effective interest rate | 8.29% | 8.29% | ||
Senior Unsecured Notes - 6.50%, Due February 15, 2029 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,110,000 | $ 1,110,000 | ||
Less unamortized discount, premium and debt issuance costs | $ (18,245) | $ (20,797) | ||
Issuance senior notes, stated percentage | 6.50% | 6.50% | 6.50% | |
Effective interest rate | 6.83% | 6.83% | ||
Senior Unsecured Notes - 6.00%, Due January 15, 2030 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 700,000 | $ 700,000 | ||
Less unamortized discount, premium and debt issuance costs | $ (10,535) | $ (11,689) | ||
Issuance senior notes, stated percentage | 6% | 6% | ||
Effective interest rate | 6.27% | 6.27% | ||
Senior Secured Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 188,000 | $ 200,000 | ||
Less unamortized discount, premium and debt issuance costs | $ (3,616) | $ (5,493) |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 12, 2022 USD ($) $ / shares shares | Dec. 07, 2022 USD ($) | Dec. 15, 2021 USD ($) | Oct. 13, 2021 USD ($) | May 06, 2021 USD ($) | Jan. 01, 2021 USD ($) | Jun. 28, 2019 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) day | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 20, 2021 USD ($) | Feb. 02, 2021 USD ($) | Feb. 10, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 5,262,373 | $ 5,262,373 | $ 5,175,000 | ||||||||||||
Cash interest expense for tender premium | 376,832 | 446,296 | $ 497,128 | ||||||||||||
Payments for capped call option | 21,149 | 0 | 0 | ||||||||||||
Additional paid-in capital | 1,210,033 | 1,210,033 | 1,214,830 | ||||||||||||
Gain (loss) on extinguishment of debt | (10,754) | 49,280 | 73,952 | ||||||||||||
Amortization of deferred financing costs | 17,500 | 16,500 | $ 15,300 | ||||||||||||
Notes and other debt, net | 5,188,815 | 5,188,815 | 5,090,537 | ||||||||||||
Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from debt, net of issuance costs | $ 198,100 | ||||||||||||||
Payments for capped call option | $ 21,100 | $ 21,100 | |||||||||||||
Cumulative Effect Adjustment for Adoption of New Accounting Standard | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Additional paid-in capital | $ (59,900) | ||||||||||||||
Deferred tax liabilities | (15,800) | ||||||||||||||
Retained earnings | 14,600 | ||||||||||||||
Windstream | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, covenant, lease default period threshold | day | 90 | ||||||||||||||
Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated secured leverage ratio | 500% | 500% | |||||||||||||
Total leverage ratio | 6.50% | 6.50% | |||||||||||||
Maximum | Pro Forma | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated secured leverage ratio | 4% | 4% | |||||||||||||
Minimum | Windstream | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total leverage ratio | 300% | 300% | |||||||||||||
Minimum | Pro Forma | Windstream | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total leverage ratio | 350% | 350% | |||||||||||||
CSL Capital, LLC | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, debt default, amount | $ 75,000 | $ 75,000 | |||||||||||||
Senior Secured Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | 188,000 | $ 188,000 | 200,000 | ||||||||||||
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 | $ 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 | 188,000 | 188,000 | |||||||||||||
7.875% Senior Secured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 2,250,000 | $ 2,250,000 | $ 2,250,000 | ||||||||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | 7.875% | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 8.38% | 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% | ||||||||||||||
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 | $ 2,250,000 | |||||||||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | |||||||||||||
4.75% Senior Secured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 570,000 | $ 570,000 | $ 570,000 | ||||||||||||
Issuance senior notes, stated percentage | 4.75% | 4.75% | 4.75% | 4.75% | |||||||||||
Debt discount amortized to interest expense effective interest rate | 5.04% | 5.04% | 5.04% | ||||||||||||
6.50% Senior Unsecured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | $ 1,110,000 | ||||||||||||
Issuance senior notes, stated percentage | 6.50% | 6.50% | 6.50% | 6.50% | |||||||||||
Debt discount amortized to interest expense effective interest rate | 6.83% | 6.83% | 6.83% | ||||||||||||
Exchangeable Senior Notes - 4.00%, due June 15, 2024 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 345,000 | ||||||||||||||
Issuance senior notes, stated percentage | 4% | ||||||||||||||
Issuance of senior notes, principal amount | $ 345,000 | ||||||||||||||
Debt issuance cost | $ 2,900 | ||||||||||||||
Debt instrument, indenture exchange price per share | $ / shares | $ 12.43 | ||||||||||||||
Debt instrument, indenture exchange rate shares per thousand dollars principal amount | shares | 0.0804602 | ||||||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||||||
Debt instrument, redemption threshold percentage of stock price | 130% | ||||||||||||||
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 | ||||||||||||||
Gain (loss) on extinguishment of debt | $ (10,800) | ||||||||||||||
Gain on extinguishment of debt, before write off of debt issuance cost | 13,100 | ||||||||||||||
Write off of deferred debt issuance cost | $ 2,300 | ||||||||||||||
6.00% Senior Unsecured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 700,000 | $ 700,000 | |||||||||||||
Issuance senior notes, stated percentage | 6% | 6% | 6% | ||||||||||||
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 | $ 500,000 | |||||||||||||
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% | ||||||||||||||
Debt issuance cost | $ 1,300 | ||||||||||||||
Repayments of debt instrument | $ 550,000 | ||||||||||||||
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] | |||||||||||||||
Issuance senior notes, stated percentage | 8.25% | ||||||||||||||
Debt issuance cost | $ 21,500 | 21,500 | |||||||||||||
Cash interest expense for tender premium | 17,600 | ||||||||||||||
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% | ||||||||||||||
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] | |||||||||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | |||||||||||||
Debt issuance cost | $ 1,800 | $ 1,800 | |||||||||||||
Repayments of debt instrument | $ 600,000 | ||||||||||||||
Cash interest expense for tender premium | 4,100 | ||||||||||||||
7.125% Senior Unsecured Notes | Interest Expense | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loss on repayment of tendered notes | $ 5,900 | ||||||||||||||
Exchangeable Senior Unsecured Notes | Cumulative Effect Adjustment for Adoption of New Accounting Standard | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 336,500 | ||||||||||||||
Debt discount amortized to interest expense effective interest rate | 4.80% | 11.10% | |||||||||||||
Increase in carrying amount of debt due to adoption | $ 61,100 | ||||||||||||||
Exchangeable Senior Unsecured Notes | Cumulative Effect Adjustment for Adoption of New Accounting Standard | ASU 2020-06 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 275,400 | ||||||||||||||
Convertible Senior Notes 2027 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Issuance senior notes, stated percentage | 7.50% | 7.50% | |||||||||||||
Debt instrument, indenture exchange price per share | $ / shares | $ 7.29 | ||||||||||||||
Debt instrument, indenture exchange rate shares per thousand dollars principal amount | shares | 0.1371742 | ||||||||||||||
Extinguishment of debt, amount | $ 207,100 | ||||||||||||||
Repayments of long-term debt | 194,000 | ||||||||||||||
Proceeds from long-term debt | $ 298,100 | ||||||||||||||
Convertible Senior Notes 2027, Excluding Over-Allotment Option | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument amount | $ 306,500 | $ 306,500 | $ 0 | ||||||||||||
Issuance senior notes, stated percentage | 7.50% | 7.50% | 7.50% | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 8.29% | 8.29% | 8.29% | ||||||||||||
Convertible Senior Notes 2027, Excluding Over-Allotment Option | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Issuance of senior notes, principal amount | $ 300,000 | ||||||||||||||
Convertible Senior Notes 2027, Over-Allotment Option | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Issuance of senior notes, principal amount | $ 6,500 |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | $ 0 | |
2024 | 325,873 | |
2025 | 2,250,000 | |
2026 | 0 | |
2027 | 306,500 | |
Thereafter | 2,380,000 | |
Total | $ 5,262,373 | $ 5,175,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended | ||||
Feb. 23, 2022 USD ($) shares | May 17, 2018 USD ($) plan shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance (in shares) | 264,170,515 | ||||
Compensation expense recognized during the period | $ | $ 12,800,000 | $ 13,800,000 | $ 13,700,000 | ||
Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | 925,059 | 691,241 | 996,037 | ||
Fair value of shares granted | $ | $ 8,800,000 | ||||
Awards vesting period | 3 years | ||||
Shares available for future issuance (in shares) | 1,935,548 | ||||
Weighted-average fair value | $ / shares | $ 9.52 | $ 11.82 | $ 10.39 | ||
Total fair value of shares vesting | $ | $ 9,100,000 | $ 9,900,000 | $ 8,600,000 | ||
Unrecognized compensation expense | $ | $ 8,700,000 | ||||
Weighted average vesting period | 10 months 24 days | ||||
Number of shares forfeited (in shares) | 159,799 | ||||
Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | 425,010 | 425,010 | 216,085 | 322,209 | |
Weighted-average fair value | $ / shares | $ 14.42 | $ 16.27 | $ 15.45 | ||
Unrecognized compensation expense | $ | $ 6,600,000 | ||||
Weighted average vesting period | 1 year 4 months 24 days | ||||
Performance period | 3 years | ||||
Percentage of target amount | 100% | ||||
Aggregate value | $ | $ 6,100,000 | ||||
Number of shares forfeited (in shares) | 0 | ||||
Dividend yield | 0% | 0% | 0% | ||
Performance Awards | Termination of Service | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares forfeited (in shares) | 0 | ||||
Performance Awards | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 0% | ||||
Performance Awards | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 200% | ||||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance (in shares) | 1,675,121 | ||||
Dividend yield | 6.10% | 5.50% | 3.90% | ||
Number of shares authorized (in shares) | 2,000,000 | ||||
Number of employee stock purchase plans periods per year | plan | 2 | ||||
Employee stock purchase plan period | 6 months | ||||
Maximum employee subscription rate based on annual earnings, percentage | 15% | ||||
Maximum amount withheld by employee to purchase common stock | $ | $ 25,000 | ||||
Purchase price of common stock, percentage | 85% | ||||
Number of shares sold to employees (in shares) | 69,854 | 74,950 | 96,788 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2022 | |
Shares | ||||
Nonvested, beginning balance (in shares) | 1,353,973 | |||
Granted (in shares) | 925,059 | 691,241 | 996,037 | |
Forfeited (in shares) | (159,799) | |||
Vested (in shares) | (762,844) | |||
Nonvested, ending balance (in shares) | 1,356,389 | 1,353,973 | ||
Weighted Average Fair Value at Grant Date | ||||
Unvested balance (in dollars per share) | $ 11.58 | |||
Grant (in dollars per share) | 9.52 | $ 11.82 | $ 10.39 | |
Forfeited (in dollars per share) | 2.92 | |||
Vested (in dollars per share) | 11.92 | |||
Unvested balance (in dollars per share) | $ 11.11 | $ 11.58 | ||
Aggregate Intrinsic Value | ||||
Unvested balance | $ 7,501 | |||
Aggregate intrinsic value (in dollars per share) | $ 5.53 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Feb. 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2022 | |
Shares | |||||
Nonvested, beginning balance (in shares) | 623,115 | ||||
Granted (in shares) | 425,010 | 425,010 | 216,085 | 322,209 | |
Forfeited (in shares) | 0 | ||||
Vested (in shares) | (200,979) | ||||
Nonvested, ending balance (in shares) | 847,146 | 623,115 | |||
Weighted Average Fair Value at Grant Date | |||||
Unvested balance (in dollars per share) | $ 16.78 | ||||
Grant (in dollars per share) | 14.42 | $ 16.27 | $ 15.45 | ||
Forfeited (in dollars per share) | 0 | ||||
Vested (in dollars per share) | 18.99 | ||||
Unvested balance (in dollars per share) | $ 15.07 | $ 16.78 | |||
Aggregate Intrinsic Value | |||||
Unvested balance | $ 4,685 | ||||
Aggregate intrinsic value (in dollars per share) | $ 5.53 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 3 years | 3 years | 3 years |
Expected volatility | 40.60% | 57.10% | 63% |
Expected annual dividend | 0% | 0% | 0% |
Risk free rate | 1.80% | 0.20% | 0.70% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 6 months | 6 months |
Expected volatility | 12% | 28% | 72% |
Expected annual dividend | 6.10% | 5.50% | 3.90% |
Risk free rate | 2.50% | 0.10% | 0.20% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
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 (in shares) | 33,472,978 | 29,777,226 |
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 (in shares) | 604,000 | 707,000 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net (loss) income attributable to shareholders | $ (8,275) | $ 123,660 | $ (706,301) |
Less: Income allocated to participating securities | (1,135) | (1,077) | (1,078) |
Dividends declared on convertible preferred stock | (20) | (10) | (9) |
Net (loss) income attributable to common shares | $ (9,430) | $ 122,573 | $ (707,388) |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 235,567 | 232,888 | 203,600 |
Basic (in dollars per share) | $ (0.04) | $ 0.53 | $ (3.47) |
Numerator: | |||
Net (loss) income attributable to shareholders | $ (8,275) | $ 123,660 | $ (706,301) |
Less: Income allocated to participating securities | (1,135) | (1,077) | (1,078) |
Dividends declared on convertible preferred stock | (20) | (10) | (9) |
Impact on if-converted dilutive securities | 0 | 11,926 | 0 |
Net (loss) income attributable to common shares | $ (9,430) | $ 134,499 | $ (707,388) |
Denominator: | |||
Basic weighted-average common shares outstanding (in shares) | 235,567 | 232,888 | 203,600 |
Impact on if-converted dilutive securities (in shares) | 0 | 30,809 | 0 |
Effect of dilutive non-participating securities (in shares) | 0 | 380 | 0 |
Weighted-average shares for dilutive earnings per common share (in shares) | 235,567 | 264,077 | 203,600 |
Diluted (in dollars per share) | $ (0.04) | $ 0.51 | $ (3.47) |
Segment Information - Additiona
Segment Information - Additional Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable business segments | 2 | |
Number of operating business segments | 2 | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 1,128,847,000 | $ 1,100,522,000 | $ 1,067,041,000 | |||
Adjusted EBITDA | 905,896,000 | 878,281,000 | 818,835,000 | |||
Interest expense, net | 376,832,000 | 446,296,000 | 497,128,000 | |||
Depreciation and amortization | 292,788,000 | 290,942,000 | 329,403,000 | |||
Other, net | (4,790,000) | 24,917,000 | 11,703,000 | |||
Settlement expense (Note 3) | $ 650,000,000 | 0 | 0 | 650,000,000 | ||
Transaction related and other costs | 10,340,000 | 7,544,000 | 63,875,000 | |||
Gain on sale of operations | (176,000) | (28,143,000) | 0 | |||
Gain on sale of real estate | (433,000) | (442,000) | (86,267,000) | |||
Goodwill impairment | 240,500,000 | 0 | 71,000,000 | |||
Stock-based compensation | 12,751,000 | 13,847,000 | 13,721,000 | |||
Income tax (benefit) expense | (17,365,000) | (4,916,000) | (15,203,000) | |||
Adjustments for equity in earnings from unconsolidated entities | 3,571,000 | 3,491,000 | 2,287,000 | |||
Net (loss) income | (8,122,000) | 124,745,000 | (718,812,000) | |||
Capital expenditures | 427,567,000 | 385,855,000 | 390,491,000 | |||
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | (25,492,000) | (24,232,000) | (30,323,000) | |||
Depreciation and amortization | 115,000 | 255,000 | 297,000 | |||
Capital expenditures | 336,000 | 141,000 | 0 | |||
Leasing | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 827,457,000 | 801,497,000 | 745,915,000 | |||
Leasing | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 827,457,000 | 801,497,000 | 745,915,000 | |||
Adjusted EBITDA | 806,027,000 | 784,061,000 | 737,337,000 | |||
Depreciation and amortization | 172,007,000 | 174,622,000 | 201,321,000 | |||
Capital expenditures | 263,269,000 | 223,251,000 | 169,306,000 | |||
Fiber Infrastructure | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 301,390,000 | 299,025,000 | 314,363,000 | |||
Goodwill impairment | $ 24,500,000 | $ 216,000,000 | 240,500,000 | 71,000,000 | ||
Fiber Infrastructure | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 301,390,000 | 299,025,000 | 314,363,000 | |||
Adjusted EBITDA | 125,361,000 | 118,452,000 | 112,289,000 | |||
Depreciation and amortization | 120,666,000 | 116,065,000 | 126,211,000 | |||
Capital expenditures | 163,962,000 | 162,463,000 | 197,023,000 | |||
Tower | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 0 | 0 | 6,112,000 | |||
Tower | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 6,112,000 | |||||
Adjusted EBITDA | 77,000 | |||||
Depreciation and amortization | 783,000 | |||||
Capital expenditures | 24,162,000 | |||||
Consumer CLEC | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 0 | $ 0 | 651,000 | |||
Consumer CLEC | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 651,000 | |||||
Adjusted EBITDA | (545,000) | |||||
Depreciation and amortization | 791,000 | |||||
Capital expenditures | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,851,229 | $ 4,809,243 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | 69,159 | 37,977 |
Leasing | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,705,934 | 2,521,406 |
Fiber Infrastructure | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 2,076,136 | $ 2,249,860 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 17, 2021 shareholder | |
Commitments And Contingencies [Line Items] | ||||||
Settlement of litigation | $ 650,000,000 | $ 0 | $ 0 | $ 650,000,000 | ||
Number of shareholders filing derivative action | shareholder | 2 | |||||
Obligations under tax matters agreement | $ 0 | $ 0 | ||||
SLF Holdings, LLC | ||||||
Commitments And Contingencies [Line Items] | ||||||
Settlement of litigation | $ 38,900,000 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance, value | $ (2,113,774) | $ (2,072,376) | $ (1,483,164) |
Net other comprehensive loss | 9,243 | 11,317 | 3,119 |
Ending balance, value | (2,271,206) | (2,113,774) | (2,072,376) |
Accumulated Other Comprehensive (Loss) Income | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance, value | (9,164) | (20,367) | (23,442) |
Net other comprehensive loss | 9,164 | 11,203 | 3,075 |
Ending balance, value | 0 | (9,164) | (20,367) |
Accumulated Other Comprehensive (Loss) Income | Terminated Interest Rate Swap | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance, value | 21,189 | 9,986 | 0 |
Amounts reclassified from accumulated other comprehensive income | 9,243 | 11,317 | 10,155 |
Net other comprehensive loss | 30,432 | 21,303 | 10,155 |
Ending balance, value | 21,189 | 9,986 | |
Accumulated Other Comprehensive (Loss) Income | Non-Terminated Derivatives | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance, value | (30,353) | (30,353) | (23,442) |
Other comprehensive loss before reclassifications | 0 | 0 | (7,713) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 677 |
Net other comprehensive loss | (30,353) | (30,353) | (30,478) |
Ending balance, value | (30,353) | (30,353) | |
AOCI Attributable to Noncontrolling Interest | Terminated Interest Rate Swap | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Net other comprehensive loss | (79) | (114) | (169) |
AOCI Attributable to Noncontrolling Interest | Non-Terminated Derivatives | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Net other comprehensive loss | 0 | 0 | 125 |
AOCI Including Portion Attributable to Noncontrolling Interest | Terminated Interest Rate Swap | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Net other comprehensive loss | 30,353 | 21,189 | 9,986 |
AOCI Including Portion Attributable to Noncontrolling Interest | Non-Terminated Derivatives | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Net other comprehensive loss | $ (30,353) | $ (30,353) | $ (30,353) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2018 | Aug. 31, 2016 | |
Income Taxes [Line Items] | |||
Deferred tax asset, valuation allowance | $ 0 | ||
Net operating loss | 165,200,000 | ||
Interest and penalties net of tax recognized | 0 | ||
Accrued interest and penalties on unrecognized tax benefits | 1,300,000 | ||
Tax Without Expire Period | |||
Income Taxes [Line Items] | |||
Net operating loss | $ 395,600,000 | ||
Tower Cloud, Inc. | |||
Income Taxes [Line Items] | |||
Percentage of equity acquired | 100% | ||
Net operating loss | $ 18,300,000 | $ 81,200,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 8,782 | $ (71) | $ (901) |
State | 2,762 | 1,622 | (498) |
Foreign | 0 | 0 | 87 |
Total current expense | 11,544 | 1,551 | (1,312) |
Deferred | |||
Federal | (22,804) | (5,066) | (7,665) |
State | (6,105) | (1,401) | (6,226) |
Total deferred benefit | (28,909) | (6,467) | (13,891) |
Income tax benefit | $ (17,365) | $ (4,916) | $ (15,203) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) from continuing operations, before tax | $ (25,487) | $ 119,844 | $ (734,015) |
Income tax expense (benefit) at U.S. statutory federal rate | (5,352) | 25,167 | (154,143) |
Increases (decreases) resulting from: | |||
State taxes, net of federal benefit | (2,255) | 288 | (3,452) |
Benefit of REIT status | (46,604) | (30,565) | 129,742 |
Goodwill impairment | 36,895 | 0 | 14,910 |
Return to accrual | (44) | 193 | (2,795) |
Permanent differences | (5) | 1 | 448 |
Foreign taxes | 0 | 0 | 87 |
Income tax benefit | $ (17,365) | $ (4,916) | $ (15,203) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Deferred revenue | $ 30,616 | $ 29,275 |
Stock-based compensation | 528 | 503 |
Accrued expenses and other | 0 | 183 |
Asset retirement obligation | 2,213 | 1,791 |
Inventory reserve | 140 | 140 |
Excess business interest expense | 14,037 | 306 |
Lease asset liability | 14,325 | 13,952 |
Settlement obligation | 680 | 710 |
Debt discount and interest expense | 2,593 | 10,040 |
Other | 3,035 | 2,215 |
Net operating loss carryforwards | 143,733 | 139,020 |
Deferred tax assets | 211,900 | 198,135 |
Deferred tax liabilities: | ||
Property, plant and equipment | (94,889) | (97,372) |
Customer list intangible | (39,125) | (40,941) |
Other intangible amortization | (18,320) | (28,689) |
Right of use asset | (15,384) | (16,039) |
Deferred or prepaid costs | (3,533) | (3,373) |
Other | (18) | 0 |
Deferred tax liabilities | (171,269) | (186,414) |
Deferred tax asset, net | $ 40,631 | $ 11,721 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest, net of capitalized interest | $ 335,920 | $ 375,578 | $ 314,276 |
Income taxes, net of refunds | $ 9,437 | $ 1,386 | $ 1,155 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 18, 2020 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 22, 2020 USD ($) $ / shares | Sep. 02, 2016 USD ($) | |
Schedule Of Capitalization Equity [Line Items] | |||||
Conversion of stock, ratio | 1 | ||||
Number of shares converted | 591,349 | ||||
Percentage of units exchanged held by third parties | 85% | ||||
Common stock, shares issued (in shares) | 235,829,000 | 234,779,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Aggregate offering price of common stock | $ | $ 24 | $ 23 | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common stock, shares outstanding (in shares) | 235,829,485 | 234,779,000 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Shares available for future issuance (in shares) | 264,170,515 | ||||
Noncontrolling Interest - OP Units | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Conversion of stock, amount converted | $ | $ 11,900 | ||||
Common Share Exchange | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Number of shares converted | 244,683 | ||||
Cash Share Exchange | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Number of shares converted | 346,667 | ||||
Cash Share Exchange | Noncontrolling Interest - OP Units | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Conversion of stock, amount converted | $ | $ 4,600 | ||||
At The Market Offering Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / 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 | Stock Purchase Agreements | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Common stock, shares issued (in shares) | 38,633,470 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Closing price of common stock (in dollars per share) | $ / shares | $ 6.33 | ||||
Common stock lock up period | 1 year |
Dividends (Distributions) (Deta
Dividends (Distributions) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Dividends Payable [Line Items] | |||||
Dividends paid (in dollars per share) | $ 0.1500 | $ 0.1500 | $ 0.75 | $ 0.45 | $ 0.60 |
Ordinary dividends | |||||
Dividends Payable [Line Items] | |||||
Dividends paid (in dollars per share) | 0.75 | 0.45 | 0.52 | ||
Capital gain distribution | |||||
Dividends Payable [Line Items] | |||||
Dividends paid (in dollars per share) | $ 0 | $ 0 | $ 0.08 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employee minimum age eligible to participate in the employee benefit plan (in years) | 21 years | ||
Expense recognized under defined contribution plan | $ 2.2 | $ 2.1 | $ 2.2 |
Defined Contribution Plan First 3% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 100% | ||
Percentage of employee's compensation contributed | 3% | ||
Defined Contribution Plan Next 2% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 50% | ||
Percentage of employee's compensation contributed | 2% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Secured Notes due February 2028 $ in Billions | Feb. 14, 2023 USD ($) |
Subsequent Event [Line Items] | |
Issuance of senior notes, principal amount | $ 2.6 |
Issuance senior notes, stated percentage | 10.50% |
Debt instrument, percentage of principal at issuance | 100% |
Debt instrument, redemption price, percentage | 100% |
Debt instrument, covenant, principal percentage outstanding threshold | 60% |
Debt instrument, redemption price, percentage of principal redeemable in case of triggering event | 101% |
Debt instrument, covenant, approval period | 60 days |
Prior to February 15, 2025 | |
Subsequent Event [Line Items] | |
Debt instrument, redemption price, percentage | 103% |
Prior to September15, 2025 | |
Subsequent Event [Line Items] | |
Debt instrument, redemption price, percentage | 110.50% |
Maximum | Prior to February 15, 2025 | |
Subsequent Event [Line Items] | |
Debt instrument, redemption price, percentage of principal amount redeemed | 10% |
Maximum | Prior to September15, 2025 | |
Subsequent Event [Line Items] | |
Debt instrument, redemption price, percentage of principal amount redeemed | 40% |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and cash equivalents | $ 43,803,000 | $ 58,903,000 |
Other assets | 77,597,000 | 38,900,000 |
Total Assets | 4,851,229,000 | 4,809,243,000 |
Liabilities: | ||
Dividends payable | 2,000 | 1,264,000 |
Notes and other debt, net | 5,188,815,000 | 5,090,537,000 |
Total liabilities | 7,122,435,000 | 6,923,017,000 |
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 235,829 shares at December 31, 2022 and 234,779 at December 31, 2021 | 24,000 | 23,000 |
Additional paid-in capital | 1,210,033,000 | 1,214,830,000 |
Accumulated other comprehensive loss | 0 | (9,164,000) |
Distributions in excess of accumulated earnings | (3,483,634,000) | (3,333,481,000) |
Total Uniti shareholders' deficit | (2,273,577,000) | (2,127,792,000) |
Total Liabilities and Shareholders' Deficit | $ 4,851,229,000 | $ 4,809,243,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 235,829,000 | 234,779,000 |
Common stock, shares outstanding (in shares) | 235,829,485 | 234,779,000 |
Uniti Group Inc. | ||
Assets: | ||
Cash and cash equivalents | $ 2,733,000 | $ 3,112,000 |
Other assets | 202,000 | 1,541,000 |
Total Assets | 2,935,000 | 4,653,000 |
Liabilities: | ||
Accrued other liabilities | 5,152,000 | 2,462,000 |
Dividends payable | 0 | 1,159,000 |
Notes and other debt, net | 296,732,000 | 0 |
Cash distributions and losses in excess of investments in consolidated subsidiaries | 1,974,628,000 | 2,128,824,000 |
Total liabilities | 2,276,512,000 | 2,132,445,000 |
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 235,829 shares at December 31, 2022 and 234,779 at December 31, 2021 | 24,000 | 23,000 |
Additional paid-in capital | 1,210,033,000 | 1,214,830,000 |
Accumulated other comprehensive loss | 0 | (9,164,000) |
Distributions in excess of accumulated earnings | (3,483,634,000) | (3,333,481,000) |
Total Uniti shareholders' deficit | (2,273,577,000) | (2,127,792,000) |
Total Liabilities and Shareholders' Deficit | $ 2,935,000 | $ 4,653,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Costs and Expenses: | |||
General and administrative expense | $ 100,992 | $ 101,176 | $ 104,975 |
Total costs and expenses | 1,156,705 | 982,795 | 1,801,154 |
Earnings (loss) from consolidated subsidiaries | 2,371 | 2,102 | 98 |
Income tax (benefit) expense | (17,365) | (4,916) | (15,203) |
Net (loss) income attributable to shareholders | (8,275) | 123,660 | (706,301) |
Comprehensive income (loss) attributable to shareholders | 889 | 134,863 | (703,226) |
Uniti Group Inc. | |||
Costs and Expenses: | |||
General and administrative expense | (17) | (58) | 42 |
Transaction related costs | 57 | 18 | 101 |
Total costs and expenses | 40 | (40) | 143 |
Operating income (loss) | (40) | 40 | (143) |
Earnings (loss) from consolidated subsidiaries | 2,178 | 124,810 | (708,139) |
Income (Loss) before income taxes | 2,138 | 124,850 | (708,282) |
Income tax (benefit) expense | 10,413 | 1,190 | (1,981) |
Net (loss) income attributable to shareholders | (8,275) | 123,660 | (706,301) |
Comprehensive income (loss) attributable to shareholders | $ 889 | $ 134,863 | $ (703,226) |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 25, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities | ||||
Net cash provided by operating activities | $ 460,115 | $ 499,157 | $ 157,233 | |
Cash flow from investing activities | ||||
Proceeds from sale of real estate, net of cash | 665 | 1,034 | 391,885 | |
Net cash (used in) provided by investing activities | (392,019) | (321,221) | 1,394 | |
Cash flow from financing activities | ||||
Settlement Common Stock issuance (Note 20) | 0 | 0 | 244,550 | |
Dividends paid | (142,950) | (141,371) | (135,676) | |
Proceeds from issuance of Notes | 306,500 | 2,380,000 | 2,250,000 | |
Payments for financing costs | (9,852) | (27,660) | (50,875) | |
Payments related to tax withholding for stock-based compensation | (4,913) | (4,100) | (1,097) | |
Proceeds from Issuance of Warrants | $ 50,800 | |||
Employee stock purchase plan | 589 | 672 | 676 | |
Net cash used in financing activities | (83,196) | (196,567) | (223,906) | |
Net decrease in cash and cash equivalents | (15,100) | (18,631) | (65,279) | |
Cash and cash equivalents at beginning of period | 58,903 | 77,534 | ||
Cash and cash equivalents at end of period | 43,803 | 58,903 | 77,534 | |
Uniti Group Inc. | ||||
Cash flow from operating activities | ||||
Net cash provided by operating activities | (134,179) | 141,527 | 94,533 | |
Cash flow from investing activities | ||||
Proceeds from sale of real estate, net of cash | 0 | 0 | 0 | |
Net cash (used in) provided by investing activities | 0 | 0 | 0 | |
Cash flow from financing activities | ||||
Settlement Common Stock issuance (Note 20) | 0 | 0 | 244,550 | |
Dividends paid | (142,950) | (141,371) | (135,676) | |
Proceeds from issuance of Notes | 306,500 | 0 | 0 | |
Payments for financing costs | (9,852) | 0 | 0 | |
Common stock issuance, net of costs | (522) | 0 | 0 | |
Payments related to tax withholding for stock-based compensation | (4,913) | (4,100) | (1,097) | |
Proceeds from Issuance of Warrants | 1,190 | 0 | 0 | |
Payments for Hedge, Financing Activities | (21,149) | 0 | 0 | |
Intercompany transactions, net | 4,907 | 4,100 | (244,125) | |
Employee stock purchase plan | 589 | 672 | 676 | |
Net cash used in financing activities | 133,800 | (140,699) | (135,672) | |
Net decrease in cash and cash equivalents | (379) | 828 | (41,139) | |
Cash and cash equivalents at beginning of period | 3,112 | 2,284 | 43,423 | |
Cash and cash equivalents at end of period | $ 2,733 | $ 3,112 | $ 2,284 |
Schedule I - Additional Informa
Schedule I - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Uniti Group Inc. | |||
Condensed Financial Statements Captions [Line Items] | |||
Cash dividends received from subsidiaries | $ 141.4 | $ 139.9 | $ 134.7 |
Uniti Group LP | |||
Condensed Financial Statements Captions [Line Items] | |||
Percentage of partnership interests owned | 99.96% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 2,717 | $ 2,940 | $ 2,743 |
Charged to Cost and Expenses | 571 | 1,522 | 1,783 |
Charged to Other Accounts | 17 | 0 | 472 |
Deductions | (429) | (1,745) | (2,058) |
Balance at End of Period | $ 2,876 | $ 2,717 | $ 2,940 |
Schedule III - Real Estate In_2
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) | 12 Months Ended | |||
Sep. 18, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | $ 8,066,830,000 | $ 7,742,069,000 | $ 7,387,915,000 | |
Accumulated Depreciation | 5,509,904,000 | 5,366,918,000 | 5,205,395,000 | |
Tenant capital improvements | 119,685,000 | 139,012,000 | $ 102,396,000 | |
Growth capital improvements | 237,986,000 | $ 221,498,000 | ||
New lease, aggregate reimbursements made for certain growth capital improvements | 563,600,000 | |||
Aggregate cost of real estate federal income tax | 7,400,000,000 | |||
Windstream | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | 1,750,000,000 | |||
Maximum | Windstream | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 1,750,000,000 | 125,000,000 | ||
Land | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | 26,549,000 | |||
Building and improvements | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | 346,093,000 | |||
Accumulated Depreciation | $ 202,084,000 | |||
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 | $ 296,941,000 | |||
Accumulated Depreciation | $ 197,945,000 | |||
Depreciable Lives | 30 years | |||
Fiber | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | $ 3,287,529,000 | |||
Accumulated Depreciation | $ 1,563,639,000 | |||
Depreciable Lives | 30 years | |||
Copper | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | $ 3,964,439,000 | |||
Accumulated Depreciation | $ 3,465,414,000 | |||
Depreciable Lives | 20 years | |||
Conduit | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | $ 89,963,000 | |||
Accumulated Depreciation | $ 70,621,000 | |||
Depreciable Lives | 30 years | |||
Towers | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | $ 1,397,000 | |||
Accumulated Depreciation | $ 917,000 | |||
Depreciable Lives | 20 years | |||
Finance lease assets | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | $ 25,511,000 | |||
Accumulated Depreciation | 4,866,000 | |||
Other assets | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Gross Amount Carried at Close of Period | 10,434,000 | |||
Accumulated Depreciation | $ 4,418,000 | |||
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 | $ 17,974,000 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying cost: | |||
Gross amount at beginning | $ 7,742,069 | $ 7,387,915 | |
Additions during period: | |||
Tenant capital improvements | 88,822 | 110,506 | |
Growth capital improvements | 237,986 | 221,498 | |
Acquisitions | 23,426 | 3,975 | |
Other | 0 | 38,165 | |
Total additions | 350,234 | 374,144 | |
Deductions during period: | |||
Cost of real estate sold or disposed | 25,473 | 19,990 | |
Other | 0 | 0 | |
Total deductions | 25,473 | 19,990 | |
Balance at end | 8,066,830 | 7,742,069 | $ 7,387,915 |
Tenant capital improvements total | 119,685 | 139,012 | 102,396 |
Reimbursement of growth capital improvements | 30,900 | ||
Growth capital improvements | 237,986 | 221,498 | |
Accumulated depreciation: | |||
Gross amount of accumulated depreciation at beginning | 5,366,918 | 5,205,395 | |
Additions during period: | |||
Depreciation | 167,297 | 170,977 | |
Other | 0 | 7,345 | |
Total additions | 167,297 | 178,322 | |
Deductions during period: | |||
Amount of accumulated depreciation for assets sold or disposed | 24,311 | 16,799 | |
Total deductions | 24,311 | 16,799 | |
Balance at end | $ 5,509,904 | $ 5,366,918 | $ 5,205,395 |
Uncategorized Items - unit-2022
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 142,813,000 |