Document and Entity Information
Document and Entity Information - USD ($) | 8 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CSAL | ||
Entity Registrant Name | COMMUNICATIONS SALES & LEASING, INC. | ||
Entity Central Index Key | 1,620,280 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 150,511,547 | ||
Entity Public Float | $ 2,403,811,314 |
Consolidated Balance Sheet
Consolidated Balance Sheet $ in Thousands | Dec. 31, 2015USD ($) |
Assets: | |
Real estate investments | $ 6,093,541 |
Accumulated depreciation - real estate investments | (3,720,890) |
Net real estate investments | 2,372,651 |
Cash and cash equivalents | 142,498 |
Accounts receivable, net | 2,083 |
Customer list intangible assets, net | 10,530 |
Straight-line rent receivable | 11,795 |
Other assets | 3,079 |
Total Assets | 2,542,636 |
Liabilities and Shareholders' Deficit: | |
Accounts payable, accrued expenses and other liabilities | 10,409 |
Accrued interest payable | 24,440 |
Deferred revenue | 67,817 |
Derivative liability | 5,427 |
Dividends payable | 90,507 |
Deferred income taxes | 5,714 |
Notes and other debt | 3,505,228 |
Total liabilities | $ 3,709,542 |
Commitments and contingencies (Note 12) | |
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, 149,862 shares issued and outstanding | $ 15 |
Additional paid-in capital | 1,392 |
Accumulated other comprehensive loss | (5,427) |
Distributions in excess of accumulated earnings | (1,162,886) |
Total shareholders' deficit | (1,166,906) |
Total Liabilities and Shareholders' Deficit | $ 2,542,636 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 31, 2015$ / sharesshares |
Statement Of Financial Position [Abstract] | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 149,862,459 |
Common stock, shares outstanding | 149,862,459 |
Consolidated Statement of Incom
Consolidated Statement of Income - USD ($) shares in Thousands, $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenues: | ||||
Total revenues | $ 128,748 | $ 173,932 | $ 173,634 | $ 476,314 |
Costs and Expenses: | ||||
Interest expense | 181,797 | |||
Depreciation and amortization | 238,748 | |||
General and administrative expense | 11,208 | |||
Acquisition and transaction related costs | 5,210 | |||
Total costs and expenses | 450,706 | |||
Income before income taxes | 8,532 | 7,405 | 9,671 | 25,608 |
Income tax expense | 738 | |||
Net income | 8,301 | 7,166 | 9,403 | 24,870 |
Participating securities' share in earnings | (1,152) | |||
Net income applicable to common shareholders | $ 7,976 | $ 6,769 | $ 8,973 | $ 23,718 |
Earnings per common share: | ||||
Basic | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 |
Diluted | 0.05 | 0.05 | 0.06 | $ 0.16 |
Weighted-average number of common shares outstanding | ||||
Basic | 149,835 | |||
Diluted | 149,835 | |||
Dividends declared per common share | $ 0.44 | $ 0.60 | $ 0.60 | $ 1.64 |
Rental Revenues | ||||
Revenues: | ||||
Total revenues | $ 458,614 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 236,177 | |||
Consumer CLEC | ||||
Revenues: | ||||
Total revenues | 17,700 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 2,571 | |||
CLEC operating expense | $ 13,743 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Net income | $ 24,870 |
Other comprehensive income: | |
Unrealized loss on derivative contracts | (5,427) |
Comprehensive income | $ 19,443 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Accumulated Earnings |
Beginning balance, value at Apr. 23, 2015 | $ 2,508,420 | $ 15 | $ 2,508,405 | ||
Beginning balance, shares at Apr. 23, 2015 | 149,827,214 | ||||
Beginning balance, value at Apr. 23, 2015 | 2,508,420 | $ 15 | 2,508,405 | ||
Beginning balance, shares at Apr. 23, 2015 | 149,827,214 | ||||
Net income | 24,870 | 24,870 | |||
Distributions to Windstream related to Spin-Off | (3,447,879) | (3,447,879) | |||
Other comprehensive loss | (5,427) | $ (5,427) | |||
Common stock dividends | (247,361) | (247,361) | |||
Equity issuance cost | (656) | $ (542) | (114) | ||
Stock-based compensation | 1,934 | 1,934 | |||
Stock-based compensation, shares | 35,245 | ||||
Other | (807) | (807) | |||
Ending balance, value at Dec. 31, 2015 | (1,166,906) | $ 15 | 1,392 | (5,427) | (1,162,886) |
Ending balance, shares at Dec. 31, 2015 | 149,862,459 | ||||
Net income | 7,166 | ||||
Ending balance, value at Dec. 31, 2015 | $ (1,166,906) | $ 15 | $ 1,392 | $ (5,427) | $ (1,162,886) |
Ending balance, shares at Dec. 31, 2015 | 149,862,459 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Cash flow from operating activities | |
Net income | $ 24,870 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
Depreciation and amortization | 238,748 |
Amortization of deferred financing costs | 4,832 |
Amortization of debt discount | 5,172 |
Deferred income taxes | (1,211) |
Straight-line rental revenues | (11,795) |
Stock-based compensation | 1,934 |
Other | (3) |
Changes in: | |
Accounts receivable | (215) |
Other assets | (1,148) |
Accounts payable, accrued expenses and other liabilities | 32,024 |
Net cash provided by operating activities | 293,208 |
Cash flow from investing activities | |
Consideration paid to Windstream Services, LLC | (1,035,029) |
Capital expenditures - real estate investments | (43,077) |
Capital expenditures - other | (1,336) |
Net cash used in investing activities | (1,079,442) |
Cash flow from financing activities | |
Proceeds from issuance of Term Loans | 1,127,000 |
Deferred financing costs | (30,057) |
Principal payment on debt | (10,700) |
Common stock issuance costs | (656) |
Dividends paid | (156,854) |
Cash in-lieu of fractional shares | (19) |
Net cash provided by financing activities | 928,714 |
Net increase in cash and cash equivalents | 142,480 |
Cash and cash equivalents at beginning of period | 18 |
Cash and cash equivalents at end of period | 142,498 |
Supplemental cash flow information: | |
Cash paid for interest | 147,428 |
Cash paid for income taxes | 1,284 |
Non-cash investing and financing activities: | |
Issuance of notes and other debt to Windstream Services, LLC, net of deferred financing costs ($34,681) | 2,412,829 |
Tenant capital improvements | 68,569 |
Accrual of dividends declared | $ 90,507 |
Consolidated Statement of Cash8
Consolidated Statement of Cash Flows (Parenthetical) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Deferred financing costs | $ 30,057 |
Windstream Services LLC | |
Deferred financing costs | $ 34,681 |
Statement of Assets Contributed
Statement of Assets Contributed and Liabilities Assumed $ in Thousands | Dec. 31, 2014USD ($) |
Consumer CLEC Business | |
Assets: | |
Accounts receivable (less allowance for doubtful accounts of $104) | $ 1,912 |
Customer list intangible assets, net | 14,452 |
Other assets | 301 |
Total Assets | 16,665 |
Liabilities: | |
Advance payments and customer deposits | 1,154 |
Accrued payroll and commissions | 39 |
Accrued interconnection costs | 1,209 |
Deferred taxes | 5,483 |
Total liabilities | 7,885 |
Net Assets Contributed | $ 8,780 |
Statement of Assets Contribut10
Statement of Assets Contributed and Liabilities Assumed (Parenthetical) $ in Thousands | Dec. 31, 2014USD ($) |
Consumer CLEC Business | |
Allowance for doubtful accounts | $ 104 |
Statement of Revenues and Direc
Statement of Revenues and Direct Expenses - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consumer CLEC Business | |||
Revenues | $ 10,149 | $ 36,015 | $ 45,126 |
Direct expenses: | |||
Cost of revenues | 5,552 | 19,060 | 23,239 |
Selling, general, and administrative | 22 | 80 | 121 |
Amortization | 1,283 | 4,586 | 5,253 |
Total costs and expenses | 6,857 | 23,726 | 28,613 |
Revenues in Excess of Direct Expenses | $ 3,292 | $ 12,289 | $ 16,513 |
Combined Balance Sheets
Combined Balance Sheets $ in Thousands | Dec. 31, 2014USD ($) |
Distribution Systems | |
Assets: | |
Property, plant and equipment, net | $ 2,571,800 |
Total Assets | 2,571,800 |
Equity | |
Invested equity | 2,571,800 |
Total shareholders' deficit | $ 2,571,800 |
Organization and Description of
Organization and Description of Business | 8 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Communications Sales & Leasing, Inc. (the “Company,” “CS&L,” “we,” “us” or “our”) was incorporated in the state of Delaware in February 2014 and reorganized in the state of Maryland on September 4, 2014 as a subsidiary of Windstream Holdings, Inc. (“Windstream Holdings” and, together with its consolidated subsidiaries “Windstream”). On April 24, 2015, in connection with the separation and spin-off of CS&L from Windstream (the “Spin-Off”), Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) to CS&L, which it leases back from CS&L pursuant to a long term, triple-net-lease (“the Master Lease”) and a small consumer competitive local exchange carrier (“CLEC”) business (the “Consumer CLEC Business”) to CS&L in exchange for certain consideration paid to Windstream. The assets and liabilities of the Distribution Systems and Consumer CLEC Business were recorded in our consolidated financial statements on a carryover basis as of the date of the Spin-Off. CS&L is a real estate investment trust engaged in the acquisition and construction of mission critical infrastructure in the communications industry. It is principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. It currently own 3.6 million fiber strand miles, 230,800 route miles of copper, and other property across 29 states. Presently, CS&L’s primary source of revenue is rental revenues from leasing the Distribution Systems to Windstream Holdings pursuant to the Master Lease. CS&L intends to elect on our U.S. federal income tax return for the taxable year ending December 31, 2015 to be treated as a real estate investment trust (“REIT”). The Consumer CLEC Business, which historically has been reported as an integrated operation within Windstream, offers voice, broadband, long-distance, and value-added services to residential customers located primarily in rural locations. Substantially all of the network assets used to provide these services to customers are contracted through interconnection agreements with other telecommunications carriers. We have elected to treat the Consumer CLEC Business as a “taxable REIT subsidiary” (“TRS”) effective on the first day of the first taxable year that CS&L qualifies as a REIT. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 8 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of CS&L and its subsidiaries, substantially all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Consumer CLEC Business | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation Subsequent to the Spin-Off, all financial results of the Consumer CLEC Business are reported within the consolidated financial statements of CS&L. The accompanying Statement of Assets Contributed and Liabilities Assumed of the Consumer CLEC Business as of December 31, 2014 and the related Statements of Revenues and Direct Expenses for the period January 1, 2015 to April 24, 2015 (the “Spin Date”), and the years ended December 31, 2014 and 2013 have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”), as permitted by the SEC and are not intended to be a complete presentation of the financial position or results of operations of the Consumer CLEC Business. The elements of the financial statements are stated in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures have been condensed or omitted as permitted by the SEC’s rules and regulations. In the opinion of management, all adjustments considered necessary for a fair statement of the results presented have been included. The results of operations for the periods presented are not necessarily indicative of results of the Consumer CLEC Business following the Spin-Off. The accompanying Statements of Assets Contributed and Liabilities Assumed include only certain assets and liabilities directly related to the Consumer CLEC Business that were transferred by Windstream to CS&L pursuant to the Separation and Distribution Agreement between CS&L and Windstream dated March 26, 2015. Windstream has retained certain assets and liabilities of the Consumer CLEC Business consisting of the following: cash and cash equivalents, intercompany receivables and payables, certain trade accounts payable, liabilities related to employee benefit plans, income taxes payable and deferred income taxes. Accordingly, the assets and liabilities retained by Windstream have been excluded from the Statements of Assets Contributed and Liabilities Assumed. In addition, the Consumer CLEC Business primarily uses leased network facilities to provide telecommunications services to its customers and does not hold legal title to any property, plant and equipment. The accompanying Statements of Revenues and Direct Expenses include all direct costs incurred in connection with the operation of the Consumer CLEC Business for which specific identification was practicable. In addition, direct costs incurred by Windstream to operate the Consumer CLEC Business for which specific identification was not practicable have been allocated based on assumptions that management believes reasonable under the circumstances as more fully discussed in Note 6. The Statements of Revenues and Direct Expenses exclude costs that are not directly related to the Consumer CLEC Business including general corporate overhead costs, interest expense and income taxes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Real Estate Investments Certain real estate investments are 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, 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. Tenant Capital Improvements Impairment of Long-Lived Assets Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Note 5 Customer List Intangible Assets Revenue Recognition We evaluate the collectability of straight-line rent receivables and record a provision for doubtful accounts if management believes the receivables to be uncollectible. At December 31, 2015 no allowance was recorded related to our straight-line rent receivable. Consumer CLEC Business revenues are primarily derived from providing access to or usage of leased networks and facilities, and are recognized over the period that the corresponding services are rendered to customers. Revenues derived from other telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as services are provided. Sales of customer premise equipment and modems are recognized when products are delivered to and accepted by customers. Stock-Based Compensation Note 8 Income Taxes To maintain REIT status, we must distribute a minimum of 90% of our taxable income. We intend to make regular quarterly dividend payments of all or substantially all of our income to holders of our common stock, and therefore no provision is required in the accompanying Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries. 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 certain subsidiaries as taxable REIT subsidiaries (“TRS”). This enables us to engage in activities that do not result in income that would be qualifying income for a REIT, such as our Consumer CLEC Business. 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 no liabilities for uncertain income tax positions. We have not yet filed our initial corporate tax return and therefore are not yet subject to examination. The Company will be subject to a federal corporate level tax rate (currently 35%) on any gain recognized from the sale of assets occurring within a specified recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. Recently enacted legislation reduces the applicable recognition period from 10 years to 5 years as of 2016. The Company has no plans to dispose of the assets it acquired through the Spin-Off within the applicable recognition period. 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 and performance-based awards outstanding during the period, when such awards are dilutive. See Note 10 Fair Value of Financial Instruments Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative liabilities, our outstanding notes and other debt, accounts payable and interest payable. The following table summarizes the fair value valuation of our financial instruments at December 31, 2015: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 142,498 $ 142,498 $ — $ — Accounts and other receivables 2,083 2,083 — — Total $ 144,581 $ 144,581 $ — $ — Liabilities Senior secured notes - 6.00% , due April 15, 2023 $ 376,000 $ — $ 376,000 $ — Senior unsecured notes - 8.25%, due October 15, 2023 937,950 — 937,950 — Senior secured term loan B - variable rate, due October 24, 2022 1,986,198 — 1,986,198 — Derivative liability 5,427 5,427 Accounts, interest and dividends payable 125,356 125,356 — — Total $ 3,430,931 $ 125,356 $ 3,305,575 $ — The carrying value of cash and cash equivalents, accounts and other receivables, accounts payable and 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 $3.64 billion at December 31, 2015, with a fair value of $3.30 billion. The estimated fair value of 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 liabilities are carried at fair value. See Note 5 Concentration of Credit Risks Because substantially all of our revenue is derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition if Windstream experiences operating difficulties and becomes unable to generate sufficient cash to make payments to us. In recent years, Windstream has experienced annual declines in its total revenue and sales. Accordingly, we monitor the credit quality of Windstream through numerous methods, including by (i) reviewing the credit ratings of Windstream by nationally recognized credit rating agencies, (ii) reviewing the financial statements of Windstream that are publicly available and that are required to be delivered to us pursuant to the Master Lease, (iii) monitoring news reports regarding Windstream and its businesses, (iv) conducting research to ascertain industry trends potentially affecting Windstream, and (v) monitoring the timeliness of its lease payments. Recently Issued Accounting Standards Leases which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying 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 based on an effective interest method on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company is in the process of evaluating this guidance to determine the impact it will have on our financial statements. In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs Note 7 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Consumer CLEC Business | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Accounts Receivable Customer List Intangible Assets Income Taxes Deferred income taxes are recognized in accordance with guidance on accounting for income taxes under the asset and liability method. 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. 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. Revenue Recognition Recently Issued Accounting Standards Revenue from Contracts with Customers Subsequent Events |
Distribution Systems | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Use of Estimates Property, Plant and Equipment Certain property, plant and equipment 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, depreciation is computed using the straight-line method over the estimated useful life of the respective property, and 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. Impairment of Long-Lived Assets Subsequent Events |
Real Estate Investments
Real Estate Investments | 8 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Note 4. Real Estate Investments The carrying value of real estate investments is as follows: (Thousands) Depreciable Lives December 31, 2015 Land $ 33,386 Building and improvements 3 - 40 years 313,736 Poles 13 - 40 years 228,031 Fiber 7 - 40 years 1,948,192 Copper 7 - 40 years 3,475,987 Conduit 13 - 47 years 89,460 Construction in progress 4,749 6,093,541 Less accumulated depreciation (3,720,890 ) Net real estate investments $ 2,372,651 Depreciation expense related to the real estate investments for the period from April 24, 2015 to December 31, 2015 was $236.0 million. Construction in progress represents in process capital projects that were transferred to us at the time of the Spin-Off. As Windstream completes these projects, amounts are reclassified to depreciable assets. We currently do not engage in any construction or development activities. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 8 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 5. 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 interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate Senior Secured Term Loan B facility. These interest rate swaps are designated as cash flow hedges and have a notional value of $2.13 billion and mature on October 24, 2022. The weighted average fixed rate paid is 2.105%, and the variable rate received resets monthly to the one-month LIBOR subject to a minimum rate of 1.0%. The Company does not currently have any master netting arrangements related to its derivative contracts. The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2015 Interest rate swaps Derivative liability $ 5,427 As of December 31, 2015, all of the interest rate swaps were valued in net unrealized loss positions and recognized as liability balances within the derivative liability balance. For the period from April 24, 2015 to December 31, 2015, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $21.7 million. The amount reclassified out of other comprehensive income into interest expense on our Consolidated Statement of Income Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, beginning January 1, 2016, we estimate that $24.1 million will be reclassified as an increase to interest expense. |
Customer List Intangible Assets
Customer List Intangible Assets | 8 Months Ended |
Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |
Customer List Intangible Assets | Note 6. Customer List Intangible Assets The carrying value of the customer list intangible assets is as follows: December 31, 2015 Gross Accumulated Net Carrying (Thousands) Cost Amortization Value Customer lists $ 34,501 $ (23,971 ) $ 10,530 Amortization expense for the customer list intangible assets was $2.6 million for the period from April 24, 2015 to December 31, 2015. Amortization expense is estimated to be $3.3 million in 2016, $2.6 million in 2017, $2.0 million in 2018, $1.4 million in 2019 and $0.9 million in 2020. |
Consumer CLEC Business | |
Finite Lived Intangible Assets [Line Items] | |
Customer List Intangible Assets | Note 4. Customer List Intangible Assets The carrying value of the customer list intangible assets at December 31, 2014 was as follows: December 31, 2014 (Thousands) Gross Cost Accumulated Amortization Net Carrying Value Customer lists $ 34,501 $ (20,049 ) $ 14,452 Amortization expense for the customer list intangible assets was $1.3 million for the period from January 1, 2015 to the Spin Date. Amortization expense for the customer list intangible assets was $4.6 million for the year ended December 31, 2014, respectively. |
Notes and Other Debt
Notes and Other Debt | 8 Months Ended |
Dec. 31, 2015 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 7. Notes and Other Debt Notes and other debt is as follows: (Thousands) December 31, 2015 Principal amount $ 3,639,300 Less unamortized discount and debt issuance costs (134,072 ) Notes and other debt less unamortized discount and debt issuance costs $ 3,505,228 Notes and other debt at December 31, 2015 consisted of the following: (Thousands) Principal Unamortized Debt Issuance Costs Senior secured notes - 6.00% , due April 15, 2023 (discount is based on imputed interest rate of 6.29%) $ 400,000 $ (6,767 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (50,200 ) Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%) 2,129,300 (77,105 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 — — Total $ 3,639,300 $ (134,072 ) On April 24, 2015 we, along with our wholly owned subsidiary CSL Capital, LLC (“CSL Capital”), co-issued $400 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “Secured Notes”) and $1.11 billion aggregate principal amount of 8.25% Senior Unsecured Notes due October 15, 2023 (the “Senior Notes” and together with the Secured Notes, the “Notes”). The Secured Notes were issued at an issue price of 100% of par value, while the Senior Notes were issued at an issue price of 97.055% of par value. The Notes are guaranteed by each of CS&L’s wholly-owned domestic subsidiaries that guarantee indebtedness under CS&L’s senior credit facilities. The Notes were issued to Windstream Services as partial consideration for the contribution of the Distribution Systems and the Consumer CLEC Business in connection with the Spin-Off. As such, CS&L did not receive any proceeds from the issuance of the Notes. The issuance of the Notes and their exchange by Windstream Services for certain of its outstanding indebtedness were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but were exempt from registration under Rule 144A, Regulation S and other applicable exemptions of the Securities Act. Pursuant to a registration rights agreement entered into by the Company in connection with the sale of the Senior Notes, the Company subsequently filed with the SEC a registration statement relating to an exchange offer pursuant to which 8.25% Senior Notes due 2023 (the “Exchange Notes”) that were registered with the SEC, were offered in exchange for Senior Notes tendered by the holders of those notes. The terms of the Exchange Notes are substantially identical to the terms of the Senior Notes in all material respects, except that the Exchange Notes are registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and additional interest provision applicable to the Senior Notes do not apply to the Exchange Notes. The exchange offer was launched on August 5, 2015, and completed on September 2, 2015, with all outstanding Senior Notes being tendered and exchanged for Exchange Notes. The Notes contain customary high yield covenants limiting our ability 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 our assets; and create restrictions on the ability of CS&L, CSL Capital and our restricted subsidiaries to pay dividends. The covenants are subject to a number of important and significant limitations, qualifications and exceptions. As of December 31, 2015, we were in compliance with all of the covenants under the Notes. In addition, on April 24, 2015 the Company and CSL Capital entered into a credit agreement (the “Credit Agreement”), which provides for a $2.14 billion Senior Secured Term Loan B facility due October 24, 2022 (the “Term Loan Facility”) and a $500 million senior secured revolving credit facility maturing April 24, 2020 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). The term loans under the Facilities were issued at an issue price of 98.00% of par value, bear interest at a rate equal to a Eurodollar rate, subject to a 1.0% floor, plus an applicable margin equal to 4.00%, and are subject to amortization of 1.0% per annum. The loans have been incurred by the Company and CSL Capital, are guaranteed by certain of CS&L’s wholly-owned subsidiaries (the “Guarantors”), and are secured by substantially all of the assets of CS&L, CSL Capital and the Guarantors, subject to certain exceptions, which assets also secure the Secured Notes. The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 1.75% to 2.25% based on our consolidated secured leverage ratio, as defined in the Credit Agreement. We 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 incremental term loan borrowings and/or increased commitments under the Credit Agreement in an aggregate amount equal to $150 million plus, an unlimited amount, so long as, on a pro forma basis after giving effect to any such increases, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00. As of December 31, 2015, we were in compliance with all of the covenants under the Credit Agreement. The Company transferred $1.04 billion of cash proceeds under the Facilities to Windstream Services, the Company’s parent immediately preceding the Spin-Off, as partial consideration for the contribution of the Distribution Systems and the Consumer CLEC Business in connection with the Spin-Off. After giving effect to the borrowings under the Facilities, the issuance of the Notes and the transfer of cash to Windstream Services, the Company retained net borrowing proceeds of $62.2 million, which are available to us for general corporate purposes. 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 Statement of Income. For the period from April 24, 2015 to December 31, 2015, we recognized $4.8 million of non-cash interest expense related to the amortization of deferred financing costs. Aggregate annual maturities of our long-term obligations at December 31, 2015 are as follows: (Thousands) 2016 $ 21,400 2017 21,400 2018 21,400 2019 21,400 2020 21,400 Thereafter 3,532,300 Total $ 3,639,300 |
Stock-Based Compensation
Stock-Based Compensation | 8 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation The Company’s Board of Directors adopted the 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. In connection with the Spin-Off, the Company issued 538,819 restricted shares and 70,889 performance-based restricted stock units to employees of Windstream in accordance with the terms of the Employee Matters Agreement between the Company and Windstream. Under the Employee Matters Agreement, which governs the compensation and employee benefit obligations of CS&L and Windstream with respect to the current and former employees of each company, employees of Windstream who held equity awards as of the date of the Spin-Off were entitled to receive equity awards of CS&L in the same proportion as if the equity awards had been common shares on the date of the Spin-Off. The CS&L awards issued have the same form and vesting requirements as the underlying Windstream awards. For the purposes of vesting in the CS&L awards, continued service with Windstream is deemed to be continued service with CS&L. We do not recognize any compensation expense in our Consolidated Statement of Income related to these awards, as none of the employees granted awards provide service to CS&L. At December 31, 2015, 420,464 restricted shares and 56,765 performance-based restricted stock units issued to Windstream employees remained outstanding. Certain employees of CS&L have retained their unvested Windstream awards that were held prior to the Spin-Off. Unrecognized compensation expense related to these awards was $0.1 million at December 31, 2015, and will be amortized to compensation expense in our Consolidated Statement of Income on a straight-line basis over the vesting period. For the period from April 24, 2015 to December 31, 2015, we recognized $197,000 of compensation expense related to these awards, which is recorded in general and administrative expense on our Consolidated Statement of Income. Restricted Awards During the period from April 24, 2015 to December 31, 2015, the Company granted 241,140 shares of restricted stock to employees, which had a fair value of $6.2 million as of the date of grant. We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day immediately prior to 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, 2015, there were 5,303,151 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 Unvested balance April 24, 2015 — $ — Granted 241,140 $ 25.82 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2015 241,140 $ 25.82 As of December 31, 2015, total unrecognized compensation expense on restricted awards was approximately $4.8 million, and the expense is expected to be recognized over a weighted average vesting period of 2.0 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 150% 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 quarterly and paid in cash upon the vesting of a PSU. Dividend equivalents are forfeited to the extent that the underlying PSU is forfeited. On May 29, 2015, we issued 60,970 PSUs equal to 100% of the target amount, with an aggregate value of $1.3 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 period from April 24, 2015 to December 31, 2015, 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 Unvested balance April 24, 2015 — $ — Granted 60,970 $ 21.82 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2015 60,970 $ 21.82 As of December 31, 2015, total unrecognized compensation expense related to PSUs was approximately $1.1 million, and the weighted-average vesting period was 2.3 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 period from April 24, 2015 to December 31, 2015: April 24 - December 31, 2015 Expected term (years) 2.9 Expected volatility 26.6 % Expected annual dividend 0.0 % Risk free rate 0.9 % For the period from April 24, 2015 to December 31, 2015, we recognized $1.9 million of compensation expense related to restricted stock awards and performance-based awards, which is recorded in general and administrative expense on our consolidated statement of income. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions In connection with the Spin-Off, we issued approximately 149.8 million shares of our common stock, par value $0.0001 per share, to Windstream as partial consideration for the contribution of the Distribution Systems and the Consumer CLEC Business. Windstream Holdings distributed approximately 80.4% of the CS&L shares it received to existing stockholders of Windstream Holdings and retained a passive ownership interest of approximately 19.6% of the common stock of CS&L. As a result of this ownership Windstream is deemed to be a related party. Our consolidated financial statements reflect the following transactions with Windstream. Revenues General and Administrative Expenses CLEC Operating Expenses Dividend Payable Landlord Funded Capital Expense |
Earnings Per Share
Earnings Per Share | 8 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10. Earnings Per Share Our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also issue PSUs; however these units contain forfeitable rights to receive dividends and are therefore considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. The following sets forth the computation of basic and diluted earnings per share under the two-class method: (Thousands, except per share data) Period from April 24 - December 31,2015 Basic earnings per share: Numerator: Net income $ 24,870 Less: Income allocated to participating securities (1,152 ) Net income applicable to common shares $ 23,718 Denominator: Basic weighted-average common shares outstanding 149,835 Basic earnings per common share $ 0.16 (Thousands, except per share data) Period from April 24 - December 31, 2015 Diluted earnings per share: Numerator: Net income $ 24,870 Less: Income allocated to participating securities (1,152 ) Net income applicable to common shares $ 23,718 Denominator: Basic weighted-average common shares outstanding 149,835 Effect of dilutive non-participating securities — Weighted-average shares for dilutive earnings per common share 149,835 Dilutive earnings per common share $ 0.16 |
Segment Information
Segment Information | 8 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Note 11. Segment Information Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as two reportable business segments: Leasing and Consumer CLEC. Our Leasing segment represents our REIT operations and corporate expenses not directly attributable to the Consumer CLEC segment. The Consumer CLEC segment represents the operations of our Consumer CLEC Business and corporate expenses directly attributable to the operation of that business. We evaluate the performance of each segment based on Adjusted EBITDA, which is an operating performance measure defined 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 acquisition and transaction related expenses, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, changes in the fair value of contingent consideration and financial instruments, and other similar items. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP. Selected financial data related to our segments is presented below for the period from April 24, 2015 to December 31, 2015: Period from April 24, 2015 to December 31, 2015 (Thousands) Leasing Operations Consumer CLEC Subtotal of Reportable Segments Revenues $ 458,614 $ 17,700 $ 476,314 Adjusted EBITDA 449,340 3,957 453,297 Depreciation and amortization 236,177 2,571 238,748 Interest expense 181,797 Acquisition and transaction related costs 5,210 Stock-based compensation 1,934 Income tax expense 738 Net income $ 24,870 Landlord funded and other capital expenditures 44,413 — 44,413 Total assets by business segment as of December 31, 2015 are as follows: (Thousands) Leasing Operations Consumer CLEC Subtotal of Reportable Segments Total assets 2,527,915 14,721 2,542,636 |
Commitment and Contingencies
Commitment and Contingencies | 8 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. We lease office space under non-cancelable operating leases. Rental expense under operating leases approximated $132,000 for the period from April 24, 2015 to December 31, 2015. Future minimum payments, by year and in the aggregate, under non-cancellable operating leases with initial or remaining lease terms of one year or more, are as follows: (Thousands) 2016 $ 365 2017 424 2018 433 2019 442 2020 423 Thereafter 25 Total $ 2,112 Pursuant to the Separation and Distribution Agreement, Windstream has agreed to indemnify us (including our subsidiaries, directors, officers, employees and agents and certain other related parties) for any liability arising from or relating to legal proceedings involving Windstream's telecommunications business prior to the Spin-Off, and, pursuant to the Master Lease, Windstream has agreed to indemnify us for, among other things, any use, misuse, maintenance or repair by Windstream with respect to the Distribution Systems. Windstream is currently a party to various legal actions and administrative proceedings, including various claims arising in the ordinary course of its telecommunications business, which are subject to the indemnities provided by Windstream to us. Under the terms of the Tax Matters Agreement entered into with Windstream, 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, have recorded no such liabilities in our consolidated balance sheet. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 8 Months Ended |
Dec. 31, 2015 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Note 13. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income by component is as follows for the period from April 24, 2015 to December 31, 2015: (Thousands) Changes in Fair Value of Effective Cash Flow Hedge Total Beginning balance at April 24, 2015 $ — $ — Other comprehensive loss before reclassifications (21,682 ) (21,682 ) Amounts reclassified from accumulated other comprehensive income 16,255 16,255 Ending balance at December 31, 2015 $ (5,427 ) $ (5,427 ) |
Income Taxes
Income Taxes | 8 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes We intend to elect on our U.S. federal income tax return for the taxable year ending December 31, 2015 to be treated as a REIT and thus have no provision for U.S. federal income tax related to activities of the REIT and its passthrough subsidiaries. The REIT and certain of its subsidiaries are subject to certain state and local income taxes, franchise taxes, and gross receipts taxes. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax expense (benefit) for the period ended December 31, 2015 as reported in the accompanying Consolidated Statement of Income was comprised of the following: (Thousands) Period from April 24 - December 31, 2015 Current Federal $ 1,208 State 741 Total current expense 1,949 Deferred Federal (770 ) State (441 ) Total deferred expense (1,211 ) Total income tax expense $ 738 A reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: (Thousands) Period from April 24 - December 31, 2015 U.S statutory rate 35.0 % State taxes, net of federal benefit 1.0 % Benefit of REIT status (33.0 %) Effective tax rate 3.0 % 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, 2015 Deferred tax assets: Deferred revenue $ 90 Valuation allowance - Deferred tax assets, net of valuation allowance 90 Deferred tax liabilities: Customer list intangible (4,045 ) Fixed assets (1,759 ) Deferred tax liabilities (5,804 ) Deferred tax asset (liability), net $ (5,714 ) The Company has no liability for unrecognized tax benefits or tax-related penalties or interest at December 31, 2015 and does not expect a significant change in the balance of unrecognized tax benefits within the next 12 months. We have not yet filed tax returns for our initial tax year and therefore are not yet subject to examination. |
Capital Stock
Capital Stock | 8 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capital Stock | Note 15. Capital Stock 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 149,862,459 and 0 shares, respectively, were outstanding at December 31, 2015. We had 350,137,541 shares of voting common stock available for issuance at December 31, 2015. |
Dividends (Distributions)
Dividends (Distributions) | 8 Months Ended |
Dec. 31, 2015 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 16. Dividends (Distributions) Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the period from April 24, 2015 to December 31, 2015 our common stock distribution per share attributable to 2015 was $1.04, characterized as follows: Period from April 24 - December 31, 2015 Ordinary dividends $ 0.87 Non-dividend distributions 0.17 Total $ 1.04 |
Future Minimum Rents
Future Minimum Rents | 8 Months Ended |
Dec. 31, 2015 | |
Leases Operating [Abstract] | |
Future Minimum Rents | Note 17. Future Minimum Rents Future minimum lease payments to be received, excluding operating expense reimbursements, from tenant under non-cancelable operating leases as of December 31, 2015, are as follows: (Thousands) 2016 $ 653,500 2017 653,500 2018 655,678 2019 658,957 2020 662,252 Thereafter 6,342,543 Total $ 9,626,430 |
Employee Benefit Plan
Employee Benefit Plan | 8 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 18. 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 period April 24, 2015 to December 31, 2015 was $67,574. 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 or ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events On January 7, 2016, we announced that we entered into an agreement to acquire PEG Bandwidth, LLC (“PEG”). PEG is a provider of infrastructure solutions including cell site backhaul and dark fiber for telecom carriers and enterprises. PEG has an extensive fiber network in the Northeast / Mid Atlantic, Illinois and South Central regions of the U.S. The purchase price for all outstanding equity interests of PEG is valued at $409 million, subject to adjustment, and will include $315 million of cash, issuance of one million shares of the Company’s common stock, and the issuance of 87,500 shares of the Company’s 3% Series A Convertible Preferred Stock (the “Convertible Preferred Stock”). The Company intends to fund the cash portion of the transaction through cash on hand and borrowings under the Revolving Credit Facility. Closing is expected to occur in April 2016. We will pay cumulative dividends on each share of the Convertible Preferred Stock at a rate of 3.00% per annum on the initial liquidation preference of $1,000 per share. Dividends will accrue and cumulate from the date of issuance and, to the extent that CS&L is legally permitted to pay dividends and its board of directors declares a dividend payable, CS&L will pay dividends quarterly in cash. At the closing of the transaction, we will file with the State Department of Assessments and Taxation of Maryland Articles Supplementary (the “Articles Supplementary”) to CS&L’s Articles of Amendment and Restatement setting out the form and terms of the Convertible Preferred Stock. Each share of Convertible Preferred Stock will automatically convert on a date that will be approximately eight years following the initial issue date, if not earlier converted, repurchased or redeemed. Prior to a date that will be approximately three years following the initial issue date, the Convertible Preferred Stock will be convertible only upon the occurrence of specified events set forth in the Articles Supplementary. Thereafter, holders may convert their Convertible Preferred Stock at any time. We will settle conversions of the Convertible Preferred Stock by paying or delivering, as the case may be, cash, common stock or a combination thereof, at its election. Upon any conversion, we will deliver consideration per share of Convertible Preferred Stock worth the greater of the liquidation preference and the value of a number of shares of common stock equal to the conversion rate of 28.5714 shares of common stock (which is subject to adjustment for certain dilutive events). If, upon any conversion, we elect to satisfy such conversion with shares of common stock (in whole or in part), the number of shares of common stock issuable by CS&L per share of Convertible Preferred Stock will be capped at 19.9% of our outstanding share count as of the initial issue date, divided by |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 8 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information Disclosure [Abstract] | |
Supplemental Guarantor Information | Note 20. Supplemental Guarantor Information In connection with the issuance of our 6.00% Senior Secured Notes due 2023, 8.25% Senior Unsecured Notes due 2023 and Term Loan B Facility due 2022, the Guarantors provided guarantees of that indebtedness. These guarantees are full and unconditional as well as joint and several. All property assets and related operations of the Guarantors are pledged as collateral under these obligations and the Guarantors are subject to restrictions on certain investments and payments. Subject to the terms and provisions of the debt agreements, in certain circumstances, a Guarantor may be released from its guarantee obligation including, upon the sale or transfer of any portion of its equity interest or all or substantially all its property, and upon any Guarantor being designated an Unrestricted Subsidiary, as defined in the Credit Agreement, or otherwise no longer being required to remain a Guarantor given its size or regulatory restrictions. We have determined that certain immaterial misclassifications existed in the condensed consolidating balance sheet as of September 30, 2015 and condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015, which impacted only CS&L, CSL Capital and the Guarantors with applicable offsetting adjustments in Eliminations. These misclassifications had no impact to the condensed consolidating statement of comprehensive income for the period from April 24, 2015 to December 31, 2015. In the condensed consolidating balance sheet as of September 30, 2015, (1) the affiliate receivable balance for the Guarantors should have been zero and total shareholders deficit should have been reduced by $68.7 million to $2,042 million; (2) the investment in consolidated subsidiaries and total shareholders’ deficit balances for CSL Capital should have been reduced by $68.7 million to $2,570 million and $1,002 million, respectively; (3) the affiliate payable balance for CS&L should have been zero and investment in consolidated subsidiaries should have been reduced by $68.7 million to $2,570 million; and (4) all with equal and offsetting adjustments made in the Eliminations column. In the condensed consolidating statement of cash flows for the period from April 24, 2015 to September 30, 2015, net cash provided by operating activities for the Guarantors should have been increased by $68.8 million to $278.3 million, with an offsetting decrease of $68.8 million to net cash provided by financing activities for the Guarantors. The condensed consolidating statement of cash flows for the period from April 24, 2015 to December 31, 2015 presented below includes the impact of these revisions. In addition, we determined that certain immaterial misclassifications existed in the condensed consolidating statements of comprehensive income for the period from April 24, 2015 to June 30, 2015, the quarter ended September 30, 2015 and the period from April 24, 2015 to September 30, 2015, which impacted only CS&L with applicable offsetting adjustments in the Eliminations column. For the period from April 24, 2015 to June 30, 2015, earnings from consolidated subsidiaries, net income and comprehensive income of CS&L should have been increased from $8.6 million, ($40.5) million, and $(11.9) million to $57.4 million, $8.3 million, and $36.9 million, respectively. For the quarter ended September 30, 2015, earnings from consolidated subsidiaries, net income, and comprehensive income of CS&L should have been increased from $10.2 million, ($57.1) million, and ($99.7) million to $76.7 million, $9.4 million, and ($33.1) million, respectively. For the period from April 24, 2015 to September 30, 2015, earnings from consolidated subsidiaries, net income, and comprehensive income of CS&L should have been increased from $18.8 million, ($97.6) million, and ($111.6) million to $134.1 million, $17.7 million, and $3.7 million respectively. The condensed consolidating statement of comprehensive income for the period from April 24, 2015 to December 31, 2015 presented below includes the impact of these revisions. The following information summarizes our Consolidating Balance Sheet as of December 31, 2015, Consolidating Statements of Comprehensive Income for the period from April 24, 2015 to December 31, 2015, and the Consolidating Statement of Cash Flows for the period April 24, 2015 to December 31, 2015: Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Real estate investments, net of accumulated depreciation $ — $ — $ 1,839,603 $ 533,048 $ — $ 2,372,651 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Customer list intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 11,235 — (4,928,593 ) — Other assets — — 2,781 298 — 3,079 Total Assets $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Liabilities and Shareholders' Deficit: Accounts payable, accrued expenses and other liabilities $ — $ — $ 9,204 $ 1,205 $ — $ 10,409 Accrued Interest payable 24,440 24,440 — — (24,440 ) 24,440 Deferred Revenue — — 44,862 22,955 — 67,817 Derivative liability 5,427 5,427 — — (5,427 ) 5,427 Affiliate payable — — — 151 (151 ) — Dividends payable 90,507 — — — — 90,507 Deferred income taxes — — 1,677 4,037 — 5,714 Notes and other debt 3,505,228 3,505,228 — — (3,505,228 ) 3,505,228 Total liabilities 3,625,602 3,535,095 55,743 28,348 (3,535,246 ) 3,709,542 Common Stock 15 — — — — 15 Additional paid-in capital 1,392 — — — — 1,392 Accumulated other comprehensive income (5,427 ) (5,427 ) — — 5,427 (5,427 ) Distributions in excess of earnings (1,162,886 ) (1,070,989 ) 1,950,493 519,421 (1,398,925 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 1,950,493 519,421 (1,393,498 ) (1,166,906 ) Total Liabilities and Shareholders' Deficit $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ — $ — $ 458,334 $ 280 $ — $ 458,614 Consumer CLEC — — — 17,700 — 17,700 Total revenues — — 458,334 17,980 — 476,314 Costs and Expenses: Interest expense 181,797 181,797 — — (181,797 ) 181,797 Depreciation and amortization — — 173,648 65,100 — 238,748 General and administrative expense 1,934 — 9,274 — — 11,208 CLEC operating expense — — — 13,743 — 13,743 Acquisition and transaction related costs — — 5,210 — — 5,210 Total costs and expenses 183,731 181,797 188,132 78,843 (181,797 ) 450,706 Earnings (losses) from consolidated subsidiaries 208,601 208,601 — — (417,202 ) — (Loss) Income before income taxes 24,870 26,804 270,202 (60,863 ) (235,405 ) 25,608 Income tax expense — — 201 537 — 738 Net (loss) income $ 24,870 $ 26,804 $ 270,001 $ (61,400 ) $ (235,405 ) $ 24,870 Comprehensive (loss) income $ 19,443 $ 21,377 $ 270,001 $ (61,400 ) $ (229,978 ) $ 19,443 Condensed Consolidating Statement of Cash Flows For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by operating activities $ 106,332 $ — $ 426,719 $ 13,519 $ (253,362 ) $ 293,208 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) — — — — (1,035,029 ) Capital expenditures - real estate investments — — (31,842 ) (11,235 ) — (43,077 ) Capital expenditures - other — — (1,336 ) — — (1,336 ) Net cash used in investing activities (1,035,029 ) — (33,178 ) (11,235 ) — (1,079,442 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 — — — — 1,127,000 Deferred financing costs (30,057 ) — — — — (30,057 ) Principal payment on debt (10,700 ) — — — — (10,700 ) Common stock issuance (656 ) — — — — (656 ) Dividends paid (156,854 ) — — — — (156,854 ) Intercompany transactions, net — — (253,362 ) — 253,362 — Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by investing activities 928,714 — (253,362 ) — 253,362 928,714 Net increase in cash and cash equivalents 17 — 140,179 2,284 — 142,480 Cash and cash equivalents, April 24, 2015 — — 18 — — 18 Cash and cash equivalents, December 31, 2015 $ 17 $ — $ 140,197 $ 2,284 $ — $ 142,498 |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 8 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (unaudited) | Note 21. Quarterly Results of Operations (unaudited) Selected quarterly information for period from April 24, 2015 to December 31, 2015: 2015 Period from Third Fourth (Thousands, except per share data) April 24 - June 30, 2015 Quarter Quarter Total revenues $ 128,748 $ 173,634 $ 173,932 Income before income taxes 8,532 9,671 7,405 Net income 8,301 9,403 7,166 Net income applicable to common shareholders 7,976 8,973 6,769 Basic earnings per common share $ 0.05 $ 0.06 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.06 $ 0.05 Dividends declared per common share $ 0.44 $ 0.60 $ 0.60 |
Description of Business
Description of Business | 8 Months Ended |
Dec. 31, 2015 | |
Consumer CLEC Business | |
Description of Business | Note 1. Description of Business Communications Sales & Leasing, Inc. (the “Company,” “CS&L,” “we,” “us” or “our”) was incorporated in the state of Delaware in February 2014 and reorganized in the state of Maryland on September 4, 2014. On April 24, 2015, in connection with the separation and spin-off of CS&L from Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) and a small consumer competitive local exchange carrier (“CLEC”) business (the “Consumer CLEC Business”) to CS&L in exchange for cash, shares of common stock of CS&L and certain indebtedness of CS&L (the “Spin-Off”). The Consumer CLEC Business, which historically has been reported as an integrated operation within Windstream, offers voice, broadband, long-distance, and value-added services to residential customers located primarily in rural locations. Substantially all of the network assets used to provide these services to customers are contracted through interconnection agreements with other telecommunications carriers. Prior to the Spin-Off, Windstream ceased accepting new residential customers in the service areas covered by the Consumer CLEC Business. |
Deferred Income Taxes
Deferred Income Taxes | 8 Months Ended |
Dec. 31, 2015 | |
Deferred Tax Liability [Line Items] | |
Income Taxes | Note 14. Income Taxes We intend to elect on our U.S. federal income tax return for the taxable year ending December 31, 2015 to be treated as a REIT and thus have no provision for U.S. federal income tax related to activities of the REIT and its passthrough subsidiaries. The REIT and certain of its subsidiaries are subject to certain state and local income taxes, franchise taxes, and gross receipts taxes. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax expense (benefit) for the period ended December 31, 2015 as reported in the accompanying Consolidated Statement of Income was comprised of the following: (Thousands) Period from April 24 - December 31, 2015 Current Federal $ 1,208 State 741 Total current expense 1,949 Deferred Federal (770 ) State (441 ) Total deferred expense (1,211 ) Total income tax expense $ 738 A reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: (Thousands) Period from April 24 - December 31, 2015 U.S statutory rate 35.0 % State taxes, net of federal benefit 1.0 % Benefit of REIT status (33.0 %) Effective tax rate 3.0 % 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, 2015 Deferred tax assets: Deferred revenue $ 90 Valuation allowance - Deferred tax assets, net of valuation allowance 90 Deferred tax liabilities: Customer list intangible (4,045 ) Fixed assets (1,759 ) Deferred tax liabilities (5,804 ) Deferred tax asset (liability), net $ (5,714 ) The Company has no liability for unrecognized tax benefits or tax-related penalties or interest at December 31, 2015 and does not expect a significant change in the balance of unrecognized tax benefits within the next 12 months. We have not yet filed tax returns for our initial tax year and therefore are not yet subject to examination. |
Consumer CLEC Business | |
Deferred Tax Liability [Line Items] | |
Income Taxes | Note 5. Deferred Income Taxes The significant components of the net deferred tax liability at December 31, 2014 were as follows: (Thousands) December 31, 2014 Customer list intangible assets $ (5,523 ) Bad debt reserve 40 Deferred income taxes, net $ (5,483 ) Deferred tax assets $ 40 Deferred tax liabilities (5,523 ) Deferred income taxes, net $ (5,483 ) |
Allocations
Allocations | 8 Months Ended |
Dec. 31, 2015 | |
Consumer CLEC Business | |
Allocations [Line Items] | |
Allocations | Note 6. Allocations As described in Note 2, the accompanying Statements of Revenues and Direct Expenses of the Consumer CLEC Business include all direct costs incurred in connection with the operation of the Consumer CLEC Business for which specific identification was practicable. In addition, certain costs incurred by Windstream to operate the Consumer CLEC Business for which specific identification was not practicable have been allocated based on revenues and sales. These allocated expenses are included in “Cost of revenues” and “Selling, general and administrative.” General and administrative costs incurred by Windstream not directly related to the Consumer CLEC Business have not been allocated to these operations. Costs not allocated include amounts related to executive management, accounting, treasury and cash management, data processing, legal, human resources and certain occupancy costs. |
Separation from Windstream Hold
Separation from Windstream Holdings Inc and Description of Transferred Assets | 8 Months Ended |
Dec. 31, 2015 | |
Distribution Systems | |
Separation from Windstream Holdings Inc and Description of Transferred Assets | 1. Separation from Windstream Holdings, Inc. and Description of Transferred Assets On April, 24, 2015, in connection with the separation and spin-off of Communications Sales & Leasing, Inc. (“CS&L”), from Windstream Holdings, Inc. (“Windstream Holdings” and together with its subsidiaries, “Windstream”), Windstream contributed certain telecommunications network assets, including fiber and copper network and other real estate (the “Distribution Systems”), and a small competitive local exchange carrier (“CLEC”) business to CS&L in exchange for cash, shares of common stock of CS&L and certain indebtedness of CS&L. Windstream Holdings distributed approximately 80.1% of the outstanding common stock of CS&L that it received to existing stockholders of Windstream Holdings in a tax-free spin-off (the “Spin-Off”). As a result of the Spin-Off, CS&L is a real estate investment trust engaged in the acquisition and construction of mission critical infrastructure in the communications industry. |
Basis of Presentation
Basis of Presentation | 8 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of CS&L and its subsidiaries, substantially all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Distribution Systems | |
Basis of Presentation and Consolidation | 2. Basis of Presentation The accompanying balance sheet reflects the Distribution System assets of Windstream that were transferred to CS&L in connection with the Spin-Off. The balance sheet presented herein is combined on the basis of common control. The accompanying balance sheet has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and has been derived from the accounting records of Windstream. The Distribution System assets presented in the accompanying balance sheet reflects Windstream’s historical carrying value of the assets as of the balance sheet date consistent with the accounting for spin-off transactions in accordance with GAAP. |
Property, Plant and Equipment
Property, Plant and Equipment | 8 Months Ended |
Dec. 31, 2015 | |
Distribution Systems | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Net property, plant and equipment consisted of the following: ($ in Millions) Depreciable Lives December 31, 2014 Land $ 33.0 Building and Improvements 3 - 40 years 305.5 Poles 13 - 40 years 223.0 Fiber 7 - 40 years 1,841.2 Copper 7 - 40 years 3,430.8 Conduit 13 - 47 years 89.2 Construction in progress 34.0 5,956.7 Less accumulated depreciation (3,384.9 ) Net property, plant and equipment $ 2,571.8 |
Condensed Financial Information
Condensed Financial Information of The Registrant (Parent Company) | 8 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | CS&L, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Balance Sheet (Thousands) December 31, 2015 Assets: Cash and cash equivalents $ 17 Investment in consolidated subsidiaries 2,458,679 Total Assets $ 2,458,696 Liabilities and Shareholders' Deficit: Accrued Interest payable $ 24,440 Derivative liability 5,427 Dividends payable 90,507 Notes and other debt 3,505,228 Total liabilities 3,625,602 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, 149,862 shares issued and outstanding 15 Additional paid-in capital 1,392 Accumulated other comprehensive income (5,427 ) Distributions in excess of earnings (1,162,886 ) Total shareholders' deficit (1,166,906 ) Total Liabilities and Shareholders' Deficit $ 2,458,696 See notes to Consolidated Financial Statements of CS&L, Inc. included in Financial Statements and Supplementary Data. CS&L, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Statement of Comprehensive Income Period from (Thousands) April 24 - December 31, 2015 Costs and Expenses: Interest expense $ 181,797 General and administrative expense 1,934 Total costs and expenses 183,731 Operating loss (183,731 ) Earnings (losses) from consolidated subsidiaries 208,601 Loss before income taxes 24,870 Income tax expense - Net loss 24,870 Comprehensive income $ 19,443 See notes to Consolidated Financial Statements of CS&L, Inc. included in Financial Statements and Supplementary Data. CS&L, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Statement of Cash Flows Period from (Thousands) April 24 - December 31, 2015 Cash flow from operating activities Net income (loss) $ 24,870 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred financing costs 4,832 Amortization of debt discount 5,172 Equity in earnings from subsidiaries (208,601 ) Distribution from subsidiaries 253,362 Stock-based compensation 1,934 Changes in: Accounts payable, accrued expenses and other liabilities 24,763 Net cash provided by operating activities 106,332 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) Net cash used in investing activities (1,035,029 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 Deferred financing costs (30,057 ) Principal payment on debt (10,700 ) Common stock issuance (656 ) Dividends paid (156,854 ) Cash in-lieu of fractional shares (19 ) Net cash provided by investing activities 928,714 Net increase in cash and cash equivalents 17 Cash and cash equivalents, April 24, 2015 - Cash and cash equivalents, December 31, 2015 $ 17 See notes to Consolidated Financial Statements of CS&L, Inc. included in Financial Statements and Supplementary Data. CS&L, Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Background and Basis of Presentation |
Schedule III _ Real Estate Inve
Schedule III – Real Estate Investments and Accumulated Depreciation | 8 Months Ended |
Dec. 31, 2015 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III – Real Estate Investments and Accumulated Depreciation | Communications Sales and Leasing, Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2015 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Initial cost to company (1) Cost capitalized subsequent to acquisition (1) (3) Gross Amount Carried at Close of Period Life on which Depreciation in Latest Income Statements is Computed Description Encumbrances Distribution Systems Improvements Carry Costs Distribution Systems Total Accumulated Depreciation Date of Construction (2) Date Acquired (2) Land $ — (1) (1) (1) $ 33,386 $ (2,319 ) (2) (2) Building and improvements — (1) (1) (1) 313,736 (138,660 ) (2) (2) 3 - 40 years Poles — (1) (1) (1) 228,031 (167,578 ) (2) (2) 13 - 40 years Fiber — (1) (1) (1) 1,948,192 (697,644 ) (2) (2) 7 - 40 years Copper — (1) (1) (1) 3,475,987 (2,662,905 ) (2) (2) 7 - 40 years Conduit — (1) (1) (1) 89,460 (51,784 ) (2) (2) 13 - 47 years Construction in progress — (1) (1) (1) 4,749 — (2) (2) (1) (2) (3) New investments $ 43.1 Tenant capital improvements (4) $ 68.6 (4) Communications Sales and Leasing, Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2015 (dollars in thousands) 2015 Gross amount at beginning $ 5,995,376 Additions during period: Tenant capital improvements 68,569 Redevelopments 43,077 Other - Total additions 111,646 Deductions during period: Cost of real estate sold or disposed 13,481 Other - Total deductions 13,481 Balance at end $ 6,093,541 2015 Gross amount of accumulated depreciation at beginning $ 3,497,598 Additions during period: Depreciation 235,967 Other - Total additions 235,967 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 12,675 Other - Total deductions 12,675 Balance at end $ 3,720,890 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |
Use of Estimates | Use of Estimates |
Real Estate Investments | Real Estate Investments Certain real estate investments are 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, 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. |
Tenant Capital Improvements | Tenant Capital Improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivatives and Hedging Note 5 |
Customer List Intangible Assets | Customer List Intangible Assets |
Revenue Recognition | Revenue Recognition We evaluate the collectability of straight-line rent receivables and record a provision for doubtful accounts if management believes the receivables to be uncollectible. At December 31, 2015 no allowance was recorded related to our straight-line rent receivable. Consumer CLEC Business revenues are primarily derived from providing access to or usage of leased networks and facilities, and are recognized over the period that the corresponding services are rendered to customers. Revenues derived from other telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as services are provided. Sales of customer premise equipment and modems are recognized when products are delivered to and accepted by customers. |
Stock-Based Compensation | Stock-Based Compensation Note 8 |
Income Taxes | Income Taxes To maintain REIT status, we must distribute a minimum of 90% of our taxable income. We intend to make regular quarterly dividend payments of all or substantially all of our income to holders of our common stock, and therefore no provision is required in the accompanying Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries. 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 certain subsidiaries as taxable REIT subsidiaries (“TRS”). This enables us to engage in activities that do not result in income that would be qualifying income for a REIT, such as our Consumer CLEC Business. 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 no liabilities for uncertain income tax positions. We have not yet filed our initial corporate tax return and therefore are not yet subject to examination. The Company will be subject to a federal corporate level tax rate (currently 35%) on any gain recognized from the sale of assets occurring within a specified recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. Recently enacted legislation reduces the applicable recognition period from 10 years to 5 years as of 2016. The Company has no plans to dispose of the assets it acquired through the Spin-Off within the applicable recognition period. |
Earnings per Share | Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 10 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative liabilities, our outstanding notes and other debt, accounts payable and interest payable. The following table summarizes the fair value valuation of our financial instruments at December 31, 2015: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 142,498 $ 142,498 $ — $ — Accounts and other receivables 2,083 2,083 — — Total $ 144,581 $ 144,581 $ — $ — Liabilities Senior secured notes - 6.00% , due April 15, 2023 $ 376,000 $ — $ 376,000 $ — Senior unsecured notes - 8.25%, due October 15, 2023 937,950 — 937,950 — Senior secured term loan B - variable rate, due October 24, 2022 1,986,198 — 1,986,198 — Derivative liability 5,427 5,427 Accounts, interest and dividends payable 125,356 125,356 — — Total $ 3,430,931 $ 125,356 $ 3,305,575 $ — The carrying value of cash and cash equivalents, accounts and other receivables, accounts payable and 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 $3.64 billion at December 31, 2015, with a fair value of $3.30 billion. The estimated fair value of 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 liabilities are carried at fair value. See Note 5 |
Concentration of Credit Risks | Concentration of Credit Risks Because substantially all of our revenue is derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition if Windstream experiences operating difficulties and becomes unable to generate sufficient cash to make payments to us. In recent years, Windstream has experienced annual declines in its total revenue and sales. Accordingly, we monitor the credit quality of Windstream through numerous methods, including by (i) reviewing the credit ratings of Windstream by nationally recognized credit rating agencies, (ii) reviewing the financial statements of Windstream that are publicly available and that are required to be delivered to us pursuant to the Master Lease, (iii) monitoring news reports regarding Windstream and its businesses, (iv) conducting research to ascertain industry trends potentially affecting Windstream, and (v) monitoring the timeliness of its lease payments. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Leases which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying 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 based on an effective interest method on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company is in the process of evaluating this guidance to determine the impact it will have on our financial statements. In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs Note 7 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Consumer CLEC Business | |
Summary Of Significant Accounting Policies [Line Items] | |
Use of Estimates | Use of Estimates |
Customer List Intangible Assets | Customer List Intangible Assets |
Revenue Recognition | Revenue Recognition |
Income Taxes | Income Taxes Deferred income taxes are recognized in accordance with guidance on accounting for income taxes under the asset and liability method. 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. 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Revenue from Contracts with Customers |
Accounts Receivable | Accounts Receivable |
Subsequent Events | Subsequent Events |
Distribution Systems | |
Summary Of Significant Accounting Policies [Line Items] | |
Use of Estimates | Use of Estimates |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Subsequent Events | Subsequent Events |
Property, Plant and Equipment | Property, Plant and Equipment Certain property, plant and equipment 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, depreciation is computed using the straight-line method over the estimated useful life of the respective property, and 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. |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value valuation of our financial instruments at December 31, 2015: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 142,498 $ 142,498 $ — $ — Accounts and other receivables 2,083 2,083 — — Total $ 144,581 $ 144,581 $ — $ — Liabilities Senior secured notes - 6.00% , due April 15, 2023 $ 376,000 $ — $ 376,000 $ — Senior unsecured notes - 8.25%, due October 15, 2023 937,950 — 937,950 — Senior secured term loan B - variable rate, due October 24, 2022 1,986,198 — 1,986,198 — Derivative liability 5,427 5,427 Accounts, interest and dividends payable 125,356 125,356 — — Total $ 3,430,931 $ 125,356 $ 3,305,575 $ — |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Schedule of Carrying Value of Real Estate Investments | The carrying value of real estate investments is as follows: (Thousands) Depreciable Lives December 31, 2015 Land $ 33,386 Building and improvements 3 - 40 years 313,736 Poles 13 - 40 years 228,031 Fiber 7 - 40 years 1,948,192 Copper 7 - 40 years 3,475,987 Conduit 13 - 47 years 89,460 Construction in progress 4,749 6,093,541 Less accumulated depreciation (3,720,890 ) Net real estate investments $ 2,372,651 |
Derivative Instruments and He45
Derivative Instruments and Hedging Activities (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2015 Interest rate swaps Derivative liability $ 5,427 |
Customer List Intangible Asse46
Customer List Intangible Assets (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |
Schedule of Carrying Value of the Intangible Assets | The carrying value of the customer list intangible assets is as follows: December 31, 2015 Gross Accumulated Net Carrying (Thousands) Cost Amortization Value Customer lists $ 34,501 $ (23,971 ) $ 10,530 |
Consumer CLEC Business | |
Finite Lived Intangible Assets [Line Items] | |
Schedule of Carrying Value of the Intangible Assets | The carrying value of the customer list intangible assets at December 31, 2014 was as follows: December 31, 2014 (Thousands) Gross Cost Accumulated Amortization Net Carrying Value Customer lists $ 34,501 $ (20,049 ) $ 14,452 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | Notes and other debt is as follows: (Thousands) December 31, 2015 Principal amount $ 3,639,300 Less unamortized discount and debt issuance costs (134,072 ) Notes and other debt less unamortized discount and debt issuance costs $ 3,505,228 Notes and other debt at December 31, 2015 consisted of the following: (Thousands) Principal Unamortized Debt Issuance Costs Senior secured notes - 6.00% , due April 15, 2023 (discount is based on imputed interest rate of 6.29%) $ 400,000 $ (6,767 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (50,200 ) Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%) 2,129,300 (77,105 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 — — Total $ 3,639,300 $ (134,072 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2015 are as follows: (Thousands) 2016 $ 21,400 2017 21,400 2018 21,400 2019 21,400 2020 21,400 Thereafter 3,532,300 Total $ 3,639,300 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Awards | The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Unvested balance April 24, 2015 — $ — Granted 241,140 $ 25.82 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2015 241,140 $ 25.82 |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance-based Restricted Stock Units Awards | The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Unvested balance April 24, 2015 — $ — Granted 60,970 $ 21.82 Forfeited — $ — Vested — $ — Unvested balance, December 31, 2015 60,970 $ 21.82 |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the period from April 24, 2015 to December 31, 2015: April 24 - December 31, 2015 Expected term (years) 2.9 Expected volatility 26.6 % Expected annual dividend 0.0 % Risk free rate 0.9 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
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: (Thousands, except per share data) Period from April 24 - December 31,2015 Basic earnings per share: Numerator: Net income $ 24,870 Less: Income allocated to participating securities (1,152 ) Net income applicable to common shares $ 23,718 Denominator: Basic weighted-average common shares outstanding 149,835 Basic earnings per common share $ 0.16 (Thousands, except per share data) Period from April 24 - December 31, 2015 Diluted earnings per share: Numerator: Net income $ 24,870 Less: Income allocated to participating securities (1,152 ) Net income applicable to common shares $ 23,718 Denominator: Basic weighted-average common shares outstanding 149,835 Effect of dilutive non-participating securities — Weighted-average shares for dilutive earnings per common share 149,835 Dilutive earnings per common share $ 0.16 |
Segment Information (Tables)
Segment Information (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the period from April 24, 2015 to December 31, 2015: Period from April 24, 2015 to December 31, 2015 (Thousands) Leasing Operations Consumer CLEC Subtotal of Reportable Segments Revenues $ 458,614 $ 17,700 $ 476,314 Adjusted EBITDA 449,340 3,957 453,297 Depreciation and amortization 236,177 2,571 238,748 Interest expense 181,797 Acquisition and transaction related costs 5,210 Stock-based compensation 1,934 Income tax expense 738 Net income $ 24,870 Landlord funded and other capital expenditures 44,413 — 44,413 |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2015 are as follows: (Thousands) Leasing Operations Consumer CLEC Subtotal of Reportable Segments Total assets 2,527,915 14,721 2,542,636 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases | Future minimum payments, by year and in the aggregate, under non-cancellable operating leases with initial or remaining lease terms of one year or more, are as follows: (Thousands) 2016 $ 365 2017 424 2018 433 2019 442 2020 423 Thereafter 25 Total $ 2,112 |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Income (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income by Component | Changes in accumulated other comprehensive income by component is as follows for the period from April 24, 2015 to December 31, 2015: (Thousands) Changes in Fair Value of Effective Cash Flow Hedge Total Beginning balance at April 24, 2015 $ — $ — Other comprehensive loss before reclassifications (21,682 ) (21,682 ) Amounts reclassified from accumulated other comprehensive income 16,255 16,255 Ending balance at December 31, 2015 $ (5,427 ) $ (5,427 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the period ended December 31, 2015 as reported in the accompanying Consolidated Statement of Income was comprised of the following: (Thousands) Period from April 24 - December 31, 2015 Current Federal $ 1,208 State 741 Total current expense 1,949 Deferred Federal (770 ) State (441 ) Total deferred expense (1,211 ) Total income tax expense $ 738 |
Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate | A reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: (Thousands) Period from April 24 - December 31, 2015 U.S statutory rate 35.0 % State taxes, net of federal benefit 1.0 % Benefit of REIT status (33.0 %) Effective tax rate 3.0 % |
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, 2015 Deferred tax assets: Deferred revenue $ 90 Valuation allowance - Deferred tax assets, net of valuation allowance 90 Deferred tax liabilities: Customer list intangible (4,045 ) Fixed assets (1,759 ) Deferred tax liabilities (5,804 ) Deferred tax asset (liability), net $ (5,714 ) |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the period from April 24, 2015 to December 31, 2015 our common stock distribution per share attributable to 2015 was $1.04, characterized as follows: Period from April 24 - December 31, 2015 Ordinary dividends $ 0.87 Non-dividend distributions 0.17 Total $ 1.04 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Leases Operating [Abstract] | |
Schedule of Future Minimum Lease Payments to be Received from Tenant under Non-Cancelable Operating Leases | Future minimum lease payments to be received, excluding operating expense reimbursements, from tenant under non-cancelable operating leases as of December 31, 2015, are as follows: (Thousands) 2016 $ 653,500 2017 653,500 2018 655,678 2019 658,957 2020 662,252 Thereafter 6,342,543 Total $ 9,626,430 |
Supplemental Guarantor Inform56
Supplemental Guarantor Information (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidated Balance Sheet | The following information summarizes our Consolidating Balance Sheet as of December 31, 2015, Consolidating Statements of Comprehensive Income for the period from April 24, 2015 to December 31, 2015, and the Consolidating Statement of Cash Flows for the period April 24, 2015 to December 31, 2015: Condensed Consolidating Balance Sheet As of December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Assets: Real estate investments, net of accumulated depreciation $ — $ — $ 1,839,603 $ 533,048 $ — $ 2,372,651 Cash and cash equivalents 17 — 140,197 2,284 — 142,498 Accounts receivable, net — — 474 1,609 — 2,083 Affiliate receivable — — 151 — (151 ) — Customer list intangible assets, net — — — 10,530 — 10,530 Straight-line rent receivable — — 11,795 — — 11,795 Investment in consolidated subsidiaries 2,458,679 2,458,679 11,235 — (4,928,593 ) — Other assets — — 2,781 298 — 3,079 Total Assets $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 Liabilities and Shareholders' Deficit: Accounts payable, accrued expenses and other liabilities $ — $ — $ 9,204 $ 1,205 $ — $ 10,409 Accrued Interest payable 24,440 24,440 — — (24,440 ) 24,440 Deferred Revenue — — 44,862 22,955 — 67,817 Derivative liability 5,427 5,427 — — (5,427 ) 5,427 Affiliate payable — — — 151 (151 ) — Dividends payable 90,507 — — — — 90,507 Deferred income taxes — — 1,677 4,037 — 5,714 Notes and other debt 3,505,228 3,505,228 — — (3,505,228 ) 3,505,228 Total liabilities 3,625,602 3,535,095 55,743 28,348 (3,535,246 ) 3,709,542 Common Stock 15 — — — — 15 Additional paid-in capital 1,392 — — — — 1,392 Accumulated other comprehensive income (5,427 ) (5,427 ) — — 5,427 (5,427 ) Distributions in excess of earnings (1,162,886 ) (1,070,989 ) 1,950,493 519,421 (1,398,925 ) (1,162,886 ) Total shareholders' deficit (1,166,906 ) (1,076,416 ) 1,950,493 519,421 (1,393,498 ) (1,166,906 ) Total Liabilities and Shareholders' Deficit $ 2,458,696 $ 2,458,679 $ 2,006,236 $ 547,769 $ (4,928,744 ) $ 2,542,636 |
Condensed Consolidated Statement of Comprehensive Income | Condensed Consolidating Statement of Comprehensive Income For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Revenues: Rental revenues $ — $ — $ 458,334 $ 280 $ — $ 458,614 Consumer CLEC — — — 17,700 — 17,700 Total revenues — — 458,334 17,980 — 476,314 Costs and Expenses: Interest expense 181,797 181,797 — — (181,797 ) 181,797 Depreciation and amortization — — 173,648 65,100 — 238,748 General and administrative expense 1,934 — 9,274 — — 11,208 CLEC operating expense — — — 13,743 — 13,743 Acquisition and transaction related costs — — 5,210 — — 5,210 Total costs and expenses 183,731 181,797 188,132 78,843 (181,797 ) 450,706 Earnings (losses) from consolidated subsidiaries 208,601 208,601 — — (417,202 ) — (Loss) Income before income taxes 24,870 26,804 270,202 (60,863 ) (235,405 ) 25,608 Income tax expense — — 201 537 — 738 Net (loss) income $ 24,870 $ 26,804 $ 270,001 $ (61,400 ) $ (235,405 ) $ 24,870 Comprehensive (loss) income $ 19,443 $ 21,377 $ 270,001 $ (61,400 ) $ (229,978 ) $ 19,443 |
Condensed Consolidated Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows For the Period from April 24 - December 31, 2015 (Thousands) CS&L CSL Capital Guarantors Non-Guarantors Eliminations Consolidated Cash flow from operating activities Net cash provided by operating activities $ 106,332 $ — $ 426,719 $ 13,519 $ (253,362 ) $ 293,208 Cash flow from investing activities Consideration paid to Windstream Services (1,035,029 ) — — — — (1,035,029 ) Capital expenditures - real estate investments — — (31,842 ) (11,235 ) — (43,077 ) Capital expenditures - other — — (1,336 ) — — (1,336 ) Net cash used in investing activities (1,035,029 ) — (33,178 ) (11,235 ) — (1,079,442 ) Cash flow from financing activities Proceeds from issuance of Term Loans 1,127,000 — — — — 1,127,000 Deferred financing costs (30,057 ) — — — — (30,057 ) Principal payment on debt (10,700 ) — — — — (10,700 ) Common stock issuance (656 ) — — — — (656 ) Dividends paid (156,854 ) — — — — (156,854 ) Intercompany transactions, net — — (253,362 ) — 253,362 — Cash in-lieu of fractional shares (19 ) — — — — (19 ) Net cash provided by investing activities 928,714 — (253,362 ) — 253,362 928,714 Net increase in cash and cash equivalents 17 — 140,179 2,284 — 142,480 Cash and cash equivalents, April 24, 2015 — — 18 — — 18 Cash and cash equivalents, December 31, 2015 $ 17 $ — $ 140,197 $ 2,284 $ — $ 142,498 |
Quarterly Results of Operatio57
Quarterly Results of Operations (unaudited) (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly information for period from April 24, 2015 to December 31, 2015: 2015 Period from Third Fourth (Thousands, except per share data) April 24 - June 30, 2015 Quarter Quarter Total revenues $ 128,748 $ 173,634 $ 173,932 Income before income taxes 8,532 9,671 7,405 Net income 8,301 9,403 7,166 Net income applicable to common shareholders 7,976 8,973 6,769 Basic earnings per common share $ 0.05 $ 0.06 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.06 $ 0.05 Dividends declared per common share $ 0.44 $ 0.60 $ 0.60 |
Deferred Income Taxes (Tables)
Deferred Income Taxes (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Deferred Tax Liability [Line Items] | |
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, 2015 Deferred tax assets: Deferred revenue $ 90 Valuation allowance - Deferred tax assets, net of valuation allowance 90 Deferred tax liabilities: Customer list intangible (4,045 ) Fixed assets (1,759 ) Deferred tax liabilities (5,804 ) Deferred tax asset (liability), net $ (5,714 ) |
Consumer CLEC Business | |
Deferred Tax Liability [Line Items] | |
Schedule of Components of Deferred Tax Assets and Liabilities | The significant components of the net deferred tax liability at December 31, 2014 were as follows: (Thousands) December 31, 2014 Customer list intangible assets $ (5,523 ) Bad debt reserve 40 Deferred income taxes, net $ (5,483 ) Deferred tax assets $ 40 Deferred tax liabilities (5,523 ) Deferred income taxes, net $ (5,483 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 8 Months Ended |
Dec. 31, 2015 | |
Distribution Systems | |
Summary of Net Property, Plant and Equipment | Net property, plant and equipment consisted of the following: ($ in Millions) Depreciable Lives December 31, 2014 Land $ 33.0 Building and Improvements 3 - 40 years 305.5 Poles 13 - 40 years 223.0 Fiber 7 - 40 years 1,841.2 Copper 7 - 40 years 3,430.8 Conduit 13 - 47 years 89.2 Construction in progress 34.0 5,956.7 Less accumulated depreciation (3,384.9 ) Net property, plant and equipment $ 2,571.8 |
Organization and Description 60
Organization and Description of Business - Additional Information (Details) | Dec. 31, 2015miState |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of fiber strand miles | 3,600,000 |
Number of route miles of copper | 230,800 |
Number of States in which an entity owns properties | State | 29 |
Summary of Significant Accoun61
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Apr. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Gain (loss) on disposition of property | $ 0 | |||
Impairment losses | 0 | |||
Provision for doubtful accounts | $ 0 | |||
Income tax examination, description | We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | |||
Current liabilities for uncertain income tax positions | $ 0 | |||
Federal corporate level tax rate | 35.00% | |||
Specified recognition period for federal corporate tax | 10 years | |||
Principal amount of notes and other debt | $ 3,639,300,000 | |||
Consumer CLEC Business | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Provision for doubtful accounts | $ 111,000 | $ 487,000 | ||
Unbilled receivables | 94,000 | |||
Distribution Systems | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Gain (loss) on disposition of property | $ 0 | |||
Prices with Other Observable Inputs (Level 2) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Notes and other debt, fair value | $ 3,300,000,000 | |||
Scenario Forecast | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Specified recognition period for federal corporate tax | 5 years | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of REIT taxable income distributed | 90.00% | |||
Real Estate Investments | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Tenant funded capital improvements | $ 67,800,000 | |||
Master Lease | Windstream | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Leasing revenue | 458,600,000 | |||
Master Lease | Windstream | Tenant Capital Improvements | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Leasing revenue | $ 800,000 |
Summary of Significant Accoun62
Summary of Significant Accounting Policies - Schedule of Fair Value Valuation of Financial Instruments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Assets | |
Cash and cash equivalents | $ 142,498 |
Accounts and other receivables | 2,083 |
Total | 144,581 |
Liabilities | |
Derivative liability | 5,427 |
Accounts, interest and dividends payable | 125,356 |
Total | 3,430,931 |
6.00% Senior Secured Notes | |
Liabilities | |
Senior notes | 376,000 |
8.25% Senior Unsecured Notes | |
Liabilities | |
Senior notes | 937,950 |
Senior Secured Term Loan B Facility | |
Liabilities | |
Senior secured term loan | 1,986,198 |
Quoted Prices in Active Markets (Level 1) | |
Assets | |
Cash and cash equivalents | 142,498 |
Accounts and other receivables | 2,083 |
Total | 144,581 |
Liabilities | |
Accounts, interest and dividends payable | 125,356 |
Total | 125,356 |
Prices with Other Observable Inputs (Level 2) | |
Liabilities | |
Derivative liability | 5,427 |
Total | 3,305,575 |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | |
Liabilities | |
Senior notes | 376,000 |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | |
Liabilities | |
Senior notes | 937,950 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Term Loan B Facility | |
Liabilities | |
Senior secured term loan | $ 1,986,198 |
Summary of Significant Accoun63
Summary of Significant Accounting Policies - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | 8 Months Ended |
Dec. 31, 2015 | |
6.00% Senior Secured Notes | |
Summary Of Significant Accounting Policies [Line Items] | |
Issuance senior notes, stated percentage | 6.00% |
Debt instrument, maturity date | Apr. 15, 2023 |
8.25% Senior Unsecured Notes | |
Summary Of Significant Accounting Policies [Line Items] | |
Issuance senior notes, stated percentage | 8.25% |
Debt instrument, maturity date | Oct. 15, 2023 |
Senior Secured Term Loan B Facility | |
Summary Of Significant Accounting Policies [Line Items] | |
Debt instrument, maturity date | Oct. 24, 2022 |
Real Estate Investments - Sched
Real Estate Investments - Schedule of Carrying Value of Real Estate Investments (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Real Estate Investments [Line Items] | |
Real estate investments | $ 6,093,541 |
Accumulated depreciation - real estate investments | (3,720,890) |
Net real estate investments | 2,372,651 |
Land | |
Real Estate Investments [Line Items] | |
Real estate investments | 33,386 |
Building and Improvements | |
Real Estate Investments [Line Items] | |
Real estate investments | 313,736 |
Poles | |
Real Estate Investments [Line Items] | |
Real estate investments | 228,031 |
Fiber | |
Real Estate Investments [Line Items] | |
Real estate investments | 1,948,192 |
Copper | |
Real Estate Investments [Line Items] | |
Real estate investments | 3,475,987 |
Conduit | |
Real Estate Investments [Line Items] | |
Real estate investments | 89,460 |
Construction in progress | |
Real Estate Investments [Line Items] | |
Real estate investments | $ 4,749 |
Minimum | Building and Improvements | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 3 years |
Minimum | Poles | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 13 years |
Minimum | Fiber | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 7 years |
Minimum | Copper | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 7 years |
Minimum | Conduit | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 13 years |
Maximum | Building and Improvements | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 40 years |
Maximum | Poles | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 40 years |
Maximum | Fiber | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 40 years |
Maximum | Copper | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 40 years |
Maximum | Conduit | |
Real Estate Investments [Line Items] | |
Depreciable Lives | 47 years |
Real Estate Investments - Addit
Real Estate Investments - Additional Information (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Real Estate [Abstract] | |
Real estate investment, depreciation expense | $ 235,967 |
Derivative Instruments and He66
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | 8 Months Ended | |
Dec. 31, 2015 | Apr. 27, 2015 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||
Unrealized gain on derivative instruments | $ 21,700,000 | |
Ineffective portion of change in fair value derivatives | 0 | |
Increase decrease in estimated interest expense | 24,100,000 | |
Interest Expense | ||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||
Reclassification of other comprehensive income | $ 16,300,000 | |
Interest Rate Swap | ||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||
Derivative, notional value | $ 2,130,000,000 | |
Derivative, maturity date | Oct. 24, 2022 | |
Derivative, weighted average fixed rate paid | 2.105% | |
LIBOR, minimum variable rate | 1.00% |
Derivative Instruments and He67
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Derivatives Fair Value [Line Items] | |
Derivative liability | $ 5,427 |
Interest Rate Swap | |
Derivatives Fair Value [Line Items] | |
Derivative liability | $ 5,427 |
Customer List Intangible Asse68
Customer List Intangible Assets - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 10,530 | |
Consumer CLEC Business | ||
Finite Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 14,452 | |
Customer Lists | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Cost | 34,501 | |
Accumulated Amortization | (23,971) | |
Net Carrying Value | $ 10,530 | |
Customer Lists | Consumer CLEC Business | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Cost | 34,501 | |
Accumulated Amortization | (20,049) | |
Net Carrying Value | $ 14,452 |
Customer List Intangible Asse69
Customer List Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Apr. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consumer CLEC Business | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization | $ 1,283 | $ 4,586 | $ 5,253 | |
Customer Lists | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization | $ 2,600 | |||
Estimated amortization expense for 2016 | 3,300 | |||
2,017 | 2,600 | |||
2,018 | 2,000 | |||
2,019 | 1,400 | |||
2,020 | $ 900 | |||
Customer Lists | Consumer CLEC Business | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization | $ 1,283 | $ 4,586 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Principal amount of notes and other debt | $ 3,639,300 |
Unamortized discount and debt issuance costs | (134,072) |
Notes and other debt less unamortized discount and debt issuance costs | 3,505,228 |
Senior Secured Notes - 6.00% Due April 15, 2023 | |
Debt Instrument [Line Items] | |
Principal amount of notes and other debt | 400,000 |
Unamortized discount and debt issuance costs | (6,767) |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |
Debt Instrument [Line Items] | |
Principal amount of notes and other debt | 1,110,000 |
Unamortized discount and debt issuance costs | (50,200) |
Senior Secured Term Loan B Facility | |
Debt Instrument [Line Items] | |
Principal amount of notes and other debt | 2,129,300 |
Unamortized discount and debt issuance costs | $ (77,105) |
Notes and Other Debt - Schedu71
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | 8 Months Ended |
Dec. 31, 2015 | |
Senior Secured Notes - 6.00% Due April 15, 2023 | |
Debt Instrument [Line Items] | |
Issuance senior notes, stated percentage | 6.00% |
Debt instrument, maturity date | Apr. 15, 2023 |
Debt instrument, imputed interest rate | 6.29% |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |
Debt Instrument [Line Items] | |
Issuance senior notes, stated percentage | 8.25% |
Debt instrument, maturity date | Oct. 15, 2023 |
Debt instrument, imputed interest rate | 9.06% |
Senior Secured Term Loan B Facility | |
Debt Instrument [Line Items] | |
Debt instrument, maturity date | Oct. 24, 2022 |
Debt instrument, imputed interest rate | 5.66% |
Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Line of credit facility, expiration date | Apr. 24, 2020 |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) | Apr. 25, 2015 | Dec. 31, 2015 | Apr. 23, 2015 |
Debt Instrument [Line Items] | |||
Amortization of deferred financing costs | $ 4,832,000 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Aggregate borrowing amount | $ 150,000,000 | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Consolidated secured leverage ratio | 500.00% | ||
Consolidated total leverage ratio | 650.00% | ||
Maximum | Pro Forma | |||
Debt Instrument [Line Items] | |||
Consolidated secured leverage ratio | 400.00% | ||
Senior Secured Notes - 6.00% Due April 15, 2023 | |||
Debt Instrument [Line Items] | |||
Issuance senior notes, stated percentage | 6.00% | ||
Debt instrument, maturity date | Apr. 15, 2023 | ||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||
Debt Instrument [Line Items] | |||
Issuance senior notes, stated percentage | 8.25% | ||
Debt instrument, maturity date | Oct. 15, 2023 | ||
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 24, 2022 | ||
CSL Capital, LLC | |||
Debt Instrument [Line Items] | |||
Proceeds from issuance of debt | $ 62,200,000 | ||
Term loan issue price as a percentage of par | 98.00% | ||
CSL Capital, LLC | Senior Notes | |||
Debt Instrument [Line Items] | |||
Proceeds from issuance of debt | $ 0 | ||
CSL Capital, LLC | Senior Secured Notes - 6.00% Due April 15, 2023 | |||
Debt Instrument [Line Items] | |||
Issuance of senior notes, principal amount | $ 400,000,000 | ||
Issuance senior notes, stated percentage | 6.00% | ||
Debt instrument, maturity date | Apr. 15, 2023 | ||
Notes issued price percentage at par | 100.00% | ||
CSL Capital, LLC | Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||
Debt Instrument [Line Items] | |||
Issuance of senior notes, principal amount | $ 1,110,000,000 | ||
Issuance senior notes, stated percentage | 8.25% | ||
Debt instrument, maturity date | Oct. 15, 2023 | ||
Notes issued price percentage at par | 97.055% | ||
CSL Capital, LLC | Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Issuance of senior notes, principal amount | $ 2,140,000,000 | ||
Debt instrument, maturity period | 2022-10 | ||
Debt amortization percentage | 1.00% | ||
CSL Capital, LLC | Senior Secured Term Loan B Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument, floor rate | 1.00% | ||
Debt instrument, basis spread on variable rate | 4.00% | ||
CSL Capital, LLC | Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity period | 2020-04 | ||
Aggregate borrowing amount | $ 500,000,000 | ||
CSL Capital, LLC | Senior Secured Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
CSL Capital, LLC | Senior Secured Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.25% | ||
Windstream Services LLC | |||
Debt Instrument [Line Items] | |||
Issuers transferred cash proceeds to parent | $ 1,040,000,000 |
Notes and Other Debt - Schedu73
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Long Term Debt By Maturity [Abstract] | |
2,016 | $ 21,400 |
2,017 | 21,400 |
2,018 | 21,400 |
2,019 | 21,400 |
2,020 | 21,400 |
Thereafter | 3,532,300 |
Total | $ 3,639,300 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | May. 29, 2015 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares available for future issuance | 350,137,541 | |
Restricted Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 4,800,000 | |
Number of shares granted | 241,140 | |
Fair value of shares granted | $ 6,200,000 | |
Awards vesting period | 3 years | |
Shares available for future issuance | 5,303,151 | |
Weighted average vesting period | 2 years | |
Performance Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 1,100,000 | |
Number of shares granted | 60,970 | 60,970 |
Weighted average vesting period | 2 years 3 months 18 days | |
Performance period | 3 years | |
Percentage of target amount | 100.00% | |
Aggregate value | $ 1,300,000 | |
Number of shares forfeited | 0 | |
Dividend yield | 0.00% | |
Performance Awards | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of target shares | 0.00% | |
Performance Awards | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of target shares | 150.00% | |
Unvested Windstream Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 100,000 | |
Unvested Windstream Awards | General And Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation expense recognized during the period | 197,000 | |
Restricted Stock Awards and Performance-Based Awards | General And Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation expense recognized during the period | $ 1,900,000 | |
Windstream | Restricted Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares issued | 538,819 | |
Shares issued to employees remained outstanding | 420,464 | |
Windstream | Performance Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares issued | 70,889 | |
Shares issued to employees remained outstanding | 56,765 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards | 8 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | shares | 241,140 |
Unvested balance | shares | 241,140 |
Granted, Weighted Average Fair Value at Grant Date | $ / shares | $ 25.82 |
Unvested balance, Weighted Average Fair Value at Grant Date | $ / shares | $ 25.82 |
Stock-Based Compensation - Sc76
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - $ / shares | May. 29, 2015 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted | 60,970 | 60,970 |
Forfeited | 0 | |
Unvested balance | 60,970 | |
Granted, Weighted Average Fair Value at Grant Date | $ 21.82 | |
Unvested balance, Weighted Average Fair Value at Grant Date | $ 21.82 |
Stock-Based Compensation - Sc77
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 8 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (years) | 2 years 10 months 24 days |
Expected volatility | 26.60% |
Expected annual dividend | 0.00% |
Risk free rate | 0.90% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 29, 2015 | Apr. 25, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||
Common stock, shares issued | 149,862,459 | ||
Common stock, par value | $ 0.0001 | ||
General and administrative expense | $ 11,208 | ||
Dividends payable | 90,507 | ||
Capital expenditures | 43,077 | ||
Windstream | |||
Related Party Transaction [Line Items] | |||
Dividends payable | $ 17,600 | ||
Dividend declared date | Nov. 6, 2015 | ||
Dividend record date | Dec. 31, 2015 | ||
Accounts receivable from related party to the collection of revenues of consumer CLEC business revenues | $ 1,700 | ||
Capital expenditures | $ 43,100 | ||
Windstream | Master Lease | |||
Related Party Transaction [Line Items] | |||
Leasing revenue | 458,600 | ||
Incremental rent per year | $ 3,500 | ||
Windstream | Transitional Service Agreement | |||
Related Party Transaction [Line Items] | |||
General and administrative expense | 100 | ||
Windstream | Tenant Capital Improvements | Master Lease | |||
Related Party Transaction [Line Items] | |||
Leasing revenue | 800 | ||
Windstream | Consumer CLEC Business | Wholesale Master Services Agreement | |||
Related Party Transaction [Line Items] | |||
CLEC operating expense | 10,100 | ||
Windstream | Consumer CLEC Business | Master Services Agreement | |||
Related Party Transaction [Line Items] | |||
CLEC operating expense | $ 1,100 | ||
Spinoff | Windstream | Consumer CLEC Business | |||
Related Party Transaction [Line Items] | |||
Common stock, shares issued | 149,800,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, ownership interest percentage | 19.60% | ||
Spinoff | Windstream | Consumer CLEC Business | Share Distribution | |||
Related Party Transaction [Line Items] | |||
Percentage of stock distributed | 80.40% |
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 | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Numerator: | ||||
Net income | $ 8,301 | $ 7,166 | $ 9,403 | $ 24,870 |
Less: Income allocated to participating securities | (1,152) | |||
Net income applicable to common shareholders | $ 7,976 | $ 6,769 | $ 8,973 | $ 23,718 |
Denominator: | ||||
Basic | 149,835 | |||
Basic earnings per common share | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 |
Numerator: | ||||
Net income | $ 8,301 | $ 7,166 | $ 9,403 | $ 24,870 |
Less: Income allocated to participating securities | (1,152) | |||
Net income applicable to common shares | $ 23,718 | |||
Denominator: | ||||
Basic weighted-average common shares outstanding | 149,835 | |||
Weighted-average shares for dilutive earnings per common share | 149,835 | |||
Dilutive earnings per common share | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 128,748 | $ 173,932 | $ 173,634 | $ 476,314 |
Adjusted EBITDA | 453,297 | |||
Depreciation and amortization | 238,748 | |||
Interest expense | 181,797 | |||
Acquisition and transaction related costs | 5,210 | |||
Stock-based compensation | 1,934 | |||
Income tax expense | 738 | |||
Net income | $ 8,301 | $ 7,166 | $ 9,403 | 24,870 |
Landlord funded and other capital expenditures | 44,413 | |||
Leasing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 458,614 | |||
Adjusted EBITDA | 449,340 | |||
Depreciation and amortization | 236,177 | |||
Landlord funded and other capital expenditures | 44,413 | |||
Consumer CLEC | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 17,700 | |||
Adjusted EBITDA | 3,957 | |||
Depreciation and amortization | $ 2,571 |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Segment Reporting Information [Line Items] | |
Total assets | $ 2,542,636 |
Leasing Operations | |
Segment Reporting Information [Line Items] | |
Total assets | 2,527,915 |
Consumer CLEC | |
Segment Reporting Information [Line Items] | |
Total assets | $ 14,721 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Rental expense under operating leases | $ 132,000 |
Obligations under tax matters agreement | $ 0 |
Commitments and Contingencies84
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 365 |
2,017 | 424 |
2,018 | 433 |
2,019 | 442 |
2,020 | 423 |
Thereafter | 25 |
Total | $ 2,112 |
Accumulated Other Comprehensi85
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income by Component (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning balance, value | $ 2,508,420 |
Ending balance, value | (1,166,906) |
Accumulated Net Gain Loss From Designated Or Qualifying Cash Flow Hedges | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive loss before reclassifications | (21,682) |
Amounts reclassified from accumulated other comprehensive income | 16,255 |
Ending balance, value | (5,427) |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive loss before reclassifications | (21,682) |
Amounts reclassified from accumulated other comprehensive income | 16,255 |
Ending balance, value | $ (5,427) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Current | |
Federal | $ 1,208 |
State | 741 |
Total current expense | 1,949 |
Deferred | |
Federal | (770) |
State | (441) |
Total deferred expense | (1,211) |
Total income tax expense | $ 738 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate (Details) | 8 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Federal corporate level tax rate | 35.00% |
State taxes, net of federal benefit | 1.00% |
Benefit of REIT status | (33.00%) |
Effective tax rate | 3.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Deferred tax assets: | |
Deferred revenue | $ 90 |
Deferred tax assets, net of valuation allowance | 90 |
Deferred tax liabilities: | |
Customer list intangible | (4,045) |
Fixed assets | (1,759) |
Deferred tax liabilities | (5,804) |
Net deferred tax (liability) | $ (5,714) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Dec. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits or tax-related penalties or interest | $ 0 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) | Dec. 31, 2015shares |
Equity [Abstract] | |
Common stock, shares authorized | 500,000,000 |
Preferred stock, shares authorized | 50,000,000 |
Common stock, shares outstanding | 149,862,459 |
Preferred stock, shares outstanding | 0 |
Shares available for future issuance | 350,137,541 |
Dividends (Distributions) - Add
Dividends (Distributions) - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2015$ / shares | |
Payments Of Dividends [Abstract] | |
Common stock distribution per share | $ 1.04 |
Dividends (Distributions) - Sch
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Details) | 8 Months Ended |
Dec. 31, 2015$ / shares | |
Payments Of Dividends [Abstract] | |
Ordinary dividends | $ 0.87 |
Non-dividend distributions | 0.17 |
Total | $ 1.04 |
Future Minimum Rents - Schedule
Future Minimum Rents - Schedule of Future Minimum Lease Payments to be Received from Tenant under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases Future Minimum Payments Receivable [Abstract] | |
2,016 | $ 653,500 |
2,017 | 653,500 |
2,018 | 655,678 |
2,019 | 658,957 |
2,020 | 662,252 |
Thereafter | 6,342,543 |
Total | $ 9,626,430 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |
Defined contribution plan, description | We match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation |
Expense recognized under defined contribution plan | $ 67,574 |
Defined Contribution Plan First 3% of Employee's Compensation | |
Defined Contribution Plan Disclosure [Line Items] | |
Percentage of employer matching compensation contributed | 100.00% |
Percentage of employee's compensation contributed | 3.00% |
Defined Contribution Plan Next 2% of Employee's Compensation | |
Defined Contribution Plan Disclosure [Line Items] | |
Percentage of employer matching compensation contributed | 50.00% |
Percentage of employee's compensation contributed | 2.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 07, 2016 | Dec. 31, 2015 |
3% Series A Convertible Preferred Stock | ||
Subsequent Event [Line Items] | ||
Convertible preferred stock, terms of conversion | Each share of Convertible Preferred Stock will automatically convert on a date that will be approximately eight years following the initial issue date, if not earlier converted, repurchased or redeemed. Prior to a date that will be approximately three years following the initial issue date, the Convertible Preferred Stock will be convertible only upon the occurrence of specified events set forth in the Articles Supplementary. | |
Subsequent Event | 3% Series A Convertible Preferred Stock | ||
Subsequent Event [Line Items] | ||
Convertible preferred stock, conversion rate | 28.5714 | |
Outstanding shares percentage | 19.90% | |
Subsequent Event | PEG Bandwidth LLC | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 409 | |
Cash paid for business acquisition | $ 315 | |
Business acquisition, closing date | 2016-04 | |
Subsequent Event | PEG Bandwidth LLC | 3% Series A Convertible Preferred Stock | ||
Subsequent Event [Line Items] | ||
Issuance of shares | 87,500 | |
Percentage of dividend rate on convertible preferred stock | 3.00% | |
Preferred stock, liquidation preference | $ 1,000 | |
Subsequent Event | PEG Bandwidth LLC | Common Stock | ||
Subsequent Event [Line Items] | ||
Issuance of shares | 1,000,000 |
Supplemental Guarantor Inform96
Supplemental Guarantor Information - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Apr. 23, 2015 | |
Condensed Financial Statements Captions [Line Items] | ||||||
Total shareholders' deficit | $ (1,166,906,000) | $ (1,166,906,000) | $ 2,508,420,000 | |||
Net cash provided by operating activities | 293,208,000 | |||||
Net cash provided by financing activities | 928,714,000 | |||||
Net income | $ 8,301,000 | 7,166,000 | $ 9,403,000 | 24,870,000 | ||
Comprehensive income | 19,443,000 | |||||
Guarantors | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Affiliate receivable | 151,000 | 151,000 | ||||
Total shareholders' deficit | 1,950,493,000 | 1,950,493,000 | ||||
Investment in consolidated subsidiaries | 11,235,000 | 11,235,000 | ||||
Net cash provided by operating activities | 426,719,000 | |||||
Net cash provided by financing activities | (253,362,000) | |||||
Net income | 270,001,000 | |||||
Comprehensive income | 270,001,000 | |||||
Guarantors | As Revised | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Affiliate receivable | 0 | $ 0 | ||||
Total shareholders' deficit | 2,042,000,000 | 2,042,000,000 | ||||
Net cash provided by operating activities | 278,300,000 | |||||
Guarantors | Offsetting Adjustments | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Total shareholders' deficit | (68,700,000) | (68,700,000) | ||||
Net cash provided by operating activities | 68,800,000 | |||||
Net cash provided by financing activities | (68,800,000) | |||||
CSL Capital, LLC | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Total shareholders' deficit | (1,076,416,000) | (1,076,416,000) | ||||
Investment in consolidated subsidiaries | 2,458,679,000 | 2,458,679,000 | ||||
Earnings from consolidated subsidiaries | 208,601,000 | |||||
Net income | 26,804,000 | |||||
Comprehensive income | 21,377,000 | |||||
CSL Capital, LLC | As Revised | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Total shareholders' deficit | 1,002,000,000 | 1,002,000,000 | ||||
Investment in consolidated subsidiaries | 2,570,000,000 | 2,570,000,000 | ||||
CSL Capital, LLC | Offsetting Adjustments | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Total shareholders' deficit | (68,700,000) | (68,700,000) | ||||
Investment in consolidated subsidiaries | (68,700,000) | (68,700,000) | ||||
CS&L, Inc. | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Total shareholders' deficit | (1,166,906,000) | (1,166,906,000) | ||||
Investment in consolidated subsidiaries | $ 2,458,679,000 | 2,458,679,000 | ||||
Net cash provided by operating activities | 106,332,000 | |||||
Net cash provided by financing activities | 928,714,000 | |||||
Earnings from consolidated subsidiaries | 208,601,000 | |||||
Net income | 24,870,000 | |||||
Comprehensive income | $ 19,443,000 | |||||
CS&L, Inc. | As Revised | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Investment in consolidated subsidiaries | 2,570,000,000 | 2,570,000,000 | ||||
Affiliate payable | 0 | 0 | ||||
Earnings from consolidated subsidiaries | 57,400,000 | 76,700,000 | 134,100,000 | |||
Net income | 8,300,000 | 9,400,000 | 17,700,000 | |||
Comprehensive income | 36,900,000 | (33,100,000) | 3,700,000 | |||
CS&L, Inc. | Offsetting Adjustments | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Investment in consolidated subsidiaries | (68,700,000) | (68,700,000) | ||||
Earnings from consolidated subsidiaries | 8,600,000 | 10,200,000 | 18,800,000 | |||
Net income | (40,500,000) | (57,100,000) | (97,600,000) | |||
Comprehensive income | $ (11,900,000) | $ (99,700,000) | $ (111,600,000) | |||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Senior notes, stated percentage | 6.00% | 6.00% | ||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Senior notes, stated percentage | 6.00% | |||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CS&L, Inc. | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Senior notes, stated percentage | 6.00% | |||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Senior notes, stated percentage | 8.25% | 8.25% | ||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | CSL Capital, LLC | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Senior notes, stated percentage | 8.25% | |||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | CS&L, Inc. | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Senior notes, stated percentage | 8.25% |
Supplemental Guarantor Inform97
Supplemental Guarantor Information - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 23, 2015 |
Assets: | ||
Real estate investments, net of accumulated depreciation | $ 2,372,651 | |
Cash and cash equivalents | 142,498 | $ 18 |
Accounts receivable, net | 2,083 | |
Customer list intangible assets, net | 10,530 | |
Straight-line rent receivable | 11,795 | |
Other assets | 3,079 | |
Total Assets | 2,542,636 | |
Liabilities and Shareholders' Deficit: | ||
Accounts payable, accrued expenses and other liabilities | 10,409 | |
Accrued interest payable | 24,440 | |
Deferred revenue | 67,817 | |
Derivative liability | 5,427 | |
Dividends payable | 90,507 | |
Deferred income taxes | 5,714 | |
Notes and other debt | 3,505,228 | |
Total liabilities | 3,709,542 | |
Common Stock | 15 | |
Additional paid-in capital | 1,392 | |
Accumulated other comprehensive income (loss) | (5,427) | |
Distributions in excess of accumulated earnings | (1,162,886) | |
Total shareholders' deficit | (1,166,906) | 2,508,420 |
Total Liabilities and Shareholders' Deficit | 2,542,636 | |
Eliminations | ||
Assets: | ||
Affiliate receivable | (151) | |
Investment in consolidated subsidiaries | (4,928,593) | |
Total Assets | (4,928,744) | |
Liabilities and Shareholders' Deficit: | ||
Accrued interest payable | (24,440) | |
Derivative liability | (5,427) | |
Affiliate payable | (151) | |
Notes and other debt | (3,505,228) | |
Total liabilities | (3,535,246) | |
Accumulated other comprehensive income (loss) | 5,427 | |
Distributions in excess of accumulated earnings | (1,398,925) | |
Total shareholders' deficit | (1,393,498) | |
Total Liabilities and Shareholders' Deficit | (4,928,744) | |
CS&L, Inc. | ||
Assets: | ||
Cash and cash equivalents | 17 | |
Investment in consolidated subsidiaries | 2,458,679 | |
Total Assets | 2,458,696 | |
Liabilities and Shareholders' Deficit: | ||
Accrued interest payable | 24,440 | |
Derivative liability | 5,427 | |
Dividends payable | 90,507 | |
Notes and other debt | 3,505,228 | |
Total liabilities | 3,625,602 | |
Common Stock | 15 | |
Additional paid-in capital | 1,392 | |
Accumulated other comprehensive income (loss) | (5,427) | |
Distributions in excess of accumulated earnings | (1,162,886) | |
Total shareholders' deficit | (1,166,906) | |
Total Liabilities and Shareholders' Deficit | 2,458,696 | |
CSL Capital, LLC | ||
Assets: | ||
Investment in consolidated subsidiaries | 2,458,679 | |
Total Assets | 2,458,679 | |
Liabilities and Shareholders' Deficit: | ||
Accrued interest payable | 24,440 | |
Derivative liability | 5,427 | |
Notes and other debt | 3,505,228 | |
Total liabilities | 3,535,095 | |
Accumulated other comprehensive income (loss) | (5,427) | |
Distributions in excess of accumulated earnings | (1,070,989) | |
Total shareholders' deficit | (1,076,416) | |
Total Liabilities and Shareholders' Deficit | 2,458,679 | |
Guarantors | ||
Assets: | ||
Real estate investments, net of accumulated depreciation | 1,839,603 | |
Cash and cash equivalents | 140,197 | $ 18 |
Accounts receivable, net | 474 | |
Affiliate receivable | 151 | |
Straight-line rent receivable | 11,795 | |
Investment in consolidated subsidiaries | 11,235 | |
Other assets | 2,781 | |
Total Assets | 2,006,236 | |
Liabilities and Shareholders' Deficit: | ||
Accounts payable, accrued expenses and other liabilities | 9,204 | |
Deferred revenue | 44,862 | |
Deferred income taxes | 1,677 | |
Total liabilities | 55,743 | |
Distributions in excess of accumulated earnings | 1,950,493 | |
Total shareholders' deficit | 1,950,493 | |
Total Liabilities and Shareholders' Deficit | 2,006,236 | |
Non-Guarantors | ||
Assets: | ||
Real estate investments, net of accumulated depreciation | 533,048 | |
Cash and cash equivalents | 2,284 | |
Accounts receivable, net | 1,609 | |
Customer list intangible assets, net | 10,530 | |
Other assets | 298 | |
Total Assets | 547,769 | |
Liabilities and Shareholders' Deficit: | ||
Accounts payable, accrued expenses and other liabilities | 1,205 | |
Deferred revenue | 22,955 | |
Affiliate payable | 151 | |
Deferred income taxes | 4,037 | |
Total liabilities | 28,348 | |
Distributions in excess of accumulated earnings | 519,421 | |
Total shareholders' deficit | 519,421 | |
Total Liabilities and Shareholders' Deficit | $ 547,769 |
Supplemental Guarantor Inform98
Supplemental Guarantor Information - Condensed Consolidating Statement of Comprehensive Income (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenues: | ||||
Total revenues | $ 128,748 | $ 173,932 | $ 173,634 | $ 476,314 |
Costs and Expenses: | ||||
Interest expense | 181,797 | |||
Depreciation and amortization | 238,748 | |||
General and administrative expense | 11,208 | |||
Acquisition and transaction related costs | 5,210 | |||
Total costs and expenses | 450,706 | |||
Income before income taxes | 8,532 | 7,405 | 9,671 | 25,608 |
Income tax expense | 738 | |||
Net income | $ 8,301 | $ 7,166 | $ 9,403 | 24,870 |
Comprehensive (loss) income | 19,443 | |||
Eliminations | ||||
Costs and Expenses: | ||||
Interest expense | (181,797) | |||
Total costs and expenses | (181,797) | |||
Earnings (losses) from consolidated subsidiaries | (417,202) | |||
Income before income taxes | (235,405) | |||
Net income | (235,405) | |||
Comprehensive (loss) income | (229,978) | |||
CS&L, Inc. | ||||
Costs and Expenses: | ||||
Interest expense | 181,797 | |||
General and administrative expense | 1,934 | |||
Total costs and expenses | 183,731 | |||
Earnings (losses) from consolidated subsidiaries | 208,601 | |||
Income before income taxes | 24,870 | |||
Net income | 24,870 | |||
Comprehensive (loss) income | 19,443 | |||
CSL Capital, LLC | ||||
Costs and Expenses: | ||||
Interest expense | 181,797 | |||
Total costs and expenses | 181,797 | |||
Earnings (losses) from consolidated subsidiaries | 208,601 | |||
Income before income taxes | 26,804 | |||
Net income | 26,804 | |||
Comprehensive (loss) income | 21,377 | |||
Guarantors | ||||
Revenues: | ||||
Total revenues | 458,334 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 173,648 | |||
General and administrative expense | 9,274 | |||
Acquisition and transaction related costs | 5,210 | |||
Total costs and expenses | 188,132 | |||
Income before income taxes | 270,202 | |||
Income tax expense | 201 | |||
Net income | 270,001 | |||
Comprehensive (loss) income | 270,001 | |||
Non-Guarantors | ||||
Revenues: | ||||
Total revenues | 17,980 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 65,100 | |||
Total costs and expenses | 78,843 | |||
Income before income taxes | (60,863) | |||
Income tax expense | 537 | |||
Net income | (61,400) | |||
Comprehensive (loss) income | (61,400) | |||
Rental Revenues | ||||
Revenues: | ||||
Total revenues | 458,614 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 236,177 | |||
Rental Revenues | Guarantors | ||||
Revenues: | ||||
Total revenues | 458,334 | |||
Rental Revenues | Non-Guarantors | ||||
Revenues: | ||||
Total revenues | 280 | |||
Consumer CLEC | ||||
Revenues: | ||||
Total revenues | 17,700 | |||
Costs and Expenses: | ||||
Depreciation and amortization | 2,571 | |||
CLEC operating expense | 13,743 | |||
Consumer CLEC | Non-Guarantors | ||||
Revenues: | ||||
Total revenues | 17,700 | |||
Costs and Expenses: | ||||
CLEC operating expense | $ 13,743 |
Supplemental Guarantor Inform99
Supplemental Guarantor Information - Condensed Consolidated Statement of Cash Flows (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Cash flow from operating activities | |
Net cash provided by operating activities | $ 293,208 |
Cash flow from investing activities | |
Consideration paid to Windstream Services, LLC | (1,035,029) |
Capital expenditures - real estate investments | (43,077) |
Capital expenditures - other | (1,336) |
Net cash used in investing activities | (1,079,442) |
Cash flow from financing activities | |
Proceeds from issuance of Term Loans | 1,127,000 |
Deferred financing costs | (30,057) |
Principal payment on debt | (10,700) |
Common stock issuance costs | (656) |
Dividends paid | (156,854) |
Cash in-lieu of fractional shares | (19) |
Net cash provided by financing activities | 928,714 |
Net increase in cash and cash equivalents | 142,480 |
Cash and cash equivalents at beginning of period | 18 |
Cash and cash equivalents at end of period | 142,498 |
Eliminations | |
Cash flow from operating activities | |
Net cash provided by operating activities | (253,362) |
Cash flow from financing activities | |
Intercompany transactions, net | 253,362 |
Net cash provided by financing activities | 253,362 |
CS&L, Inc. | |
Cash flow from operating activities | |
Net cash provided by operating activities | 106,332 |
Cash flow from investing activities | |
Consideration paid to Windstream Services, LLC | (1,035,029) |
Net cash used in investing activities | (1,035,029) |
Cash flow from financing activities | |
Proceeds from issuance of Term Loans | 1,127,000 |
Deferred financing costs | (30,057) |
Principal payment on debt | (10,700) |
Common stock issuance costs | (656) |
Dividends paid | (156,854) |
Cash in-lieu of fractional shares | (19) |
Net cash provided by financing activities | 928,714 |
Net increase in cash and cash equivalents | 17 |
Cash and cash equivalents at end of period | 17 |
Guarantors | |
Cash flow from operating activities | |
Net cash provided by operating activities | 426,719 |
Cash flow from investing activities | |
Capital expenditures - real estate investments | (31,842) |
Capital expenditures - other | (1,336) |
Net cash used in investing activities | (33,178) |
Cash flow from financing activities | |
Intercompany transactions, net | (253,362) |
Net cash provided by financing activities | (253,362) |
Net increase in cash and cash equivalents | 140,179 |
Cash and cash equivalents at beginning of period | 18 |
Cash and cash equivalents at end of period | 140,197 |
Non-Guarantors | |
Cash flow from operating activities | |
Net cash provided by operating activities | 13,519 |
Cash flow from investing activities | |
Capital expenditures - real estate investments | (11,235) |
Net cash used in investing activities | (11,235) |
Cash flow from financing activities | |
Net increase in cash and cash equivalents | 2,284 |
Cash and cash equivalents at end of period | $ 2,284 |
Quarterly Results of Operati100
Quarterly Results of Operations (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | ||||
Total revenues | $ 128,748 | $ 173,932 | $ 173,634 | $ 476,314 |
Income before income taxes | 8,532 | 7,405 | 9,671 | 25,608 |
Net income | 8,301 | 7,166 | 9,403 | 24,870 |
Net income applicable to common shareholders | $ 7,976 | $ 6,769 | $ 8,973 | $ 23,718 |
Basic earnings per common share | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.16 |
Dilutive earnings per common share | 0.05 | 0.05 | 0.06 | 0.16 |
Dividends declared per common share | $ 0.44 | $ 0.60 | $ 0.60 | $ 1.64 |
Deferred Income Taxes - Schedul
Deferred Income Taxes - Schedule of Components of Net Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Liability [Line Items] | ||
Customer list intangible assets | $ (4,045) | |
Net deferred tax (liability) | (5,714) | |
Deferred tax assets | 90 | |
Deferred tax liabilities | $ (5,804) | |
Consumer CLEC Business | ||
Deferred Tax Liability [Line Items] | ||
Customer list intangible assets | $ (5,523) | |
Bad debt reserve | 40 | |
Net deferred tax (liability) | (5,483) | |
Deferred tax assets | 40 | |
Deferred tax liabilities | $ (5,523) |
Separation from Windstream H102
Separation from Windstream Holdings Inc and Description of Transferred Assets (Details) | Apr. 25, 2015 |
Share Distribution | Distribution Systems | Windstream | |
Related Party Transaction [Line Items] | |
Percentage of stock distributed | 80.10% |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Net Property, Plant and Equipment (Details) - Distribution Systems $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 5,956.7 |
Less accumulated depreciation | (3,384.9) |
Net property, plant and equipment | 2,571.8 |
Land | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | 33 |
Building and Improvements | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 305.5 |
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 | $ 223 |
Poles | Minimum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 13 years |
Poles | Maximum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 40 years |
Fiber | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 1,841.2 |
Fiber | Minimum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 7 years |
Fiber | Maximum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 40 years |
Copper | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 3,430.8 |
Copper | Minimum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 7 years |
Copper | Maximum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 40 years |
Conduit | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 89.2 |
Conduit | Minimum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 13 years |
Conduit | Maximum | |
Property Plant And Equipment [Line Items] | |
Depreciable Lives | 47 years |
Construction in progress | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 34 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 23, 2015 |
Assets: | ||
Cash and cash equivalents | $ 142,498 | $ 18 |
Total Assets | 2,542,636 | |
Liabilities and Shareholders' Deficit: | ||
Accrued interest payable | 24,440 | |
Derivative liability | 5,427 | |
Dividends payable | 90,507 | |
Notes and other debt | 3,505,228 | |
Total liabilities | $ 3,709,542 | |
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, 149,862 shares issued and outstanding | $ 15 | |
Additional paid-in capital | 1,392 | |
Accumulated other comprehensive loss | (5,427) | |
Distributions in excess of accumulated earnings | (1,162,886) | |
Total shareholders' deficit | (1,166,906) | $ 2,508,420 |
Total Liabilities and Shareholders' Deficit | 2,542,636 | |
CS&L, Inc. | ||
Assets: | ||
Cash and cash equivalents | 17 | |
Investment in consolidated subsidiaries | 2,458,679 | |
Total Assets | 2,458,696 | |
Liabilities and Shareholders' Deficit: | ||
Accrued interest payable | 24,440 | |
Derivative liability | 5,427 | |
Dividends payable | 90,507 | |
Notes and other debt | 3,505,228 | |
Total liabilities | $ 3,625,602 | |
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, 149,862 shares issued and outstanding | $ 15 | |
Additional paid-in capital | 1,392 | |
Accumulated other comprehensive loss | (5,427) | |
Distributions in excess of accumulated earnings | (1,162,886) | |
Total shareholders' deficit | (1,166,906) | |
Total Liabilities and Shareholders' Deficit | $ 2,458,696 |
Schedule I - Condensed Finan105
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Balance Sheet (Parenthetical) (Details) | Dec. 31, 2015$ / sharesshares |
Condensed Financial Statements Captions [Line Items] | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 149,862,459 |
Common stock, shares outstanding | 149,862,459 |
CS&L, Inc. | |
Condensed Financial Statements Captions [Line Items] | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 149,862,000 |
Common stock, shares outstanding | 149,862,000 |
Schedule I - Condensed Finan106
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Statement of Comprehensive Income (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Costs and Expenses: | ||||
Interest expense | $ 181,797 | |||
General and administrative expense | 11,208 | |||
Total costs and expenses | 450,706 | |||
Loss before income taxes | $ 8,532 | $ 7,405 | $ 9,671 | 25,608 |
Income tax expense | 738 | |||
Net income | $ 8,301 | $ 7,166 | $ 9,403 | 24,870 |
Comprehensive (loss) income | 19,443 | |||
CS&L, Inc. | ||||
Costs and Expenses: | ||||
Interest expense | 181,797 | |||
General and administrative expense | 1,934 | |||
Total costs and expenses | 183,731 | |||
Operating loss | (183,731) | |||
Earnings (losses) from consolidated subsidiaries | 208,601 | |||
Loss before income taxes | 24,870 | |||
Net income | 24,870 | |||
Comprehensive (loss) income | $ 19,443 |
Schedule I - Condensed Finan107
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | |
Cash flow from operating activities | ||||
Net income | $ 8,301 | $ 7,166 | $ 9,403 | $ 24,870 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Amortization of deferred financing costs | 4,832 | |||
Amortization of debt discount | 5,172 | |||
Stock-based compensation | 1,934 | |||
Changes in: | ||||
Accounts payable, accrued expenses and other liabilities | 32,024 | |||
Net cash provided by operating activities | 293,208 | |||
Cash flow from investing activities | ||||
Consideration paid to Windstream Services, LLC | (1,035,029) | |||
Net cash used in investing activities | (1,079,442) | |||
Cash flow from financing activities | ||||
Proceeds from issuance of Term Loans | 1,127,000 | |||
Deferred financing costs | (30,057) | |||
Principal payment on debt | (10,700) | |||
Common stock issuance costs | (656) | |||
Dividends paid | (156,854) | |||
Cash in-lieu of fractional shares | (19) | |||
Net cash provided by financing activities | 928,714 | |||
Net increase in cash and cash equivalents | 142,480 | |||
Cash and cash equivalents at beginning of period | $ 18 | 18 | ||
Cash and cash equivalents at end of period | 142,498 | 142,498 | ||
CS&L, Inc. | ||||
Cash flow from operating activities | ||||
Net income | 24,870 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Amortization of deferred financing costs | 4,832 | |||
Amortization of debt discount | 5,172 | |||
Equity in earnings from subsidiaries | (208,601) | |||
Distribution from subsidiaries | 253,362 | |||
Stock-based compensation | 1,934 | |||
Changes in: | ||||
Accounts payable, accrued expenses and other liabilities | 24,763 | |||
Net cash provided by operating activities | 106,332 | |||
Cash flow from investing activities | ||||
Consideration paid to Windstream Services, LLC | (1,035,029) | |||
Net cash used in investing activities | (1,035,029) | |||
Cash flow from financing activities | ||||
Proceeds from issuance of Term Loans | 1,127,000 | |||
Deferred financing costs | (30,057) | |||
Principal payment on debt | (10,700) | |||
Common stock issuance costs | (656) | |||
Dividends paid | (156,854) | |||
Cash in-lieu of fractional shares | (19) | |||
Net cash provided by financing activities | 928,714 | |||
Net increase in cash and cash equivalents | 17 | |||
Cash and cash equivalents at end of period | $ 17 | $ 17 |
Schedule I - Condensed Finan108
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Additional Information (Details) - USD ($) $ in Millions | 8 Months Ended | |
Dec. 31, 2015 | Apr. 23, 2015 | |
6.00% Senior Secured Notes | ||
Condensed Financial Statements Captions [Line Items] | ||
Issuance senior notes, stated percentage | 6.00% | |
Debt instrument, maturity date | Apr. 15, 2023 | |
8.25% Senior Unsecured Notes | ||
Condensed Financial Statements Captions [Line Items] | ||
Issuance senior notes, stated percentage | 8.25% | |
Debt instrument, maturity date | Oct. 15, 2023 | |
CS&L, Inc. | 6.00% Senior Secured Notes | ||
Condensed Financial Statements Captions [Line Items] | ||
Issuance of senior notes, principal amount | $ 400 | |
Issuance senior notes, stated percentage | 6.00% | |
Debt instrument, maturity date | Apr. 15, 2023 | |
CS&L, Inc. | 8.25% Senior Unsecured Notes | ||
Condensed Financial Statements Captions [Line Items] | ||
Issuance of senior notes, principal amount | $ 1,110 | |
Issuance senior notes, stated percentage | 8.25% | |
Debt instrument, maturity date | Oct. 15, 2023 |
Real Estate Investments and Acc
Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 8 Months Ended | |
Dec. 31, 2015 | Apr. 23, 2015 | |
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 6,093,541 | $ 5,995,376 |
Accumulated Depreciation | (3,720,890) | $ (3,497,598) |
Land | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | 33,386 | |
Accumulated Depreciation | (2,319) | |
Building and Improvements | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | 313,736 | |
Accumulated Depreciation | $ (138,660) | |
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 | $ 228,031 | |
Accumulated Depreciation | $ (167,578) | |
Poles | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 13 years | |
Poles | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Fiber | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 1,948,192 | |
Accumulated Depreciation | $ (697,644) | |
Fiber | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 7 years | |
Fiber | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Copper | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 3,475,987 | |
Accumulated Depreciation | $ (2,662,905) | |
Copper | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 7 years | |
Copper | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 40 years | |
Conduit | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 89,460 | |
Accumulated Depreciation | $ (51,784) | |
Conduit | Minimum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 13 years | |
Conduit | Maximum | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Depreciable Lives | 47 years | |
Construction in progress | ||
Real Estate And Accumulated Depreciation [Line Items] | ||
Gross Amount Carried at Close of Period | $ 4,749 |
Real Estate Investments and 110
Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Capital expenditures | $ 43,077 |
Tenant capital improvements | $ 68,600 |
Carrying Cost and Accumulated D
Carrying Cost and Accumulated Depreciation (Details) $ in Thousands | 8 Months Ended |
Dec. 31, 2015USD ($) | |
Carrying cost: | |
Gross amount at beginning | $ 5,995,376 |
Tenant capital improvements | 68,569 |
Redevelopments | 43,077 |
Total additions | 111,646 |
Cost of real estate sold or disposed | 13,481 |
Total deductions | 13,481 |
Balance at end | 6,093,541 |
Accumulated depreciation: | |
Gross amount of accumulated depreciation at beginning | 3,497,598 |
Depreciation | 235,967 |
Total additions | 235,967 |
Amount of accumulated depreciation for assets sold or disposed | 12,675 |
Total deductions | 12,675 |
Balance at end | $ 3,720,890 |