Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 06, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | UNIT | ||
Entity Registrant Name | Uniti Group Inc. | ||
Entity Central Index Key | 0001620280 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 183,103,947 | ||
Entity Public Float | $ 2,842,783,509 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Property, plant and equipment, net | $ 3,209,006 | $ 3,053,889 |
Cash and cash equivalents | 38,026 | 59,765 |
Accounts receivable, net | 104,063 | 43,652 |
Goodwill | 692,385 | 673,729 |
Intangible assets, net | 432,821 | 429,357 |
Straight-line revenue receivable | 61,785 | 47,041 |
Derivative asset | 31,043 | 6,793 |
Other assets | 23,808 | 15,856 |
Total Assets | 4,592,937 | 4,330,082 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 94,179 | 77,634 |
Accrued interest payable | 28,097 | 28,684 |
Deferred revenue | 726,262 | 537,553 |
Dividends payable | 113,744 | 109,557 |
Deferred income taxes | 52,434 | 55,478 |
Capital lease obligations | 55,282 | 56,329 |
Contingent consideration | 83,401 | 105,762 |
Notes and other debt, net | 4,846,233 | 4,482,697 |
Total liabilities | 5,999,632 | 5,453,694 |
Commitments and contingencies (Note 15) | ||
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 180,536 shares at December 31, 2018 and 174,852 at December 31, 2017 | 18 | 17 |
Additional paid-in capital | 757,517 | 644,328 |
Accumulated other comprehensive income (loss) | 30,105 | 7,821 |
Distributions in excess of accumulated earnings | (2,373,218) | (1,960,715) |
Total Uniti shareholders' deficit | (1,585,578) | (1,308,549) |
Noncontrolling interests - operating partnership units | 92,375 | 101,407 |
Total shareholders' deficit | (1,493,203) | (1,207,142) |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 4,592,937 | 4,330,082 |
Series A Convertible Preferred Stock | ||
Liabilities: | ||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value | $ 86,508 | $ 83,530 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 180,536,000 | 174,852,000 |
Common stock, shares outstanding | 180,535,971 | 174,852,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 88,000 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | 88,000 |
Convertible preferred stock, shares outstanding | 88,000 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Total revenues | $ 1,017,634 | $ 916,032 | $ 770,408 |
Costs and Expenses: | |||
Interest expense, net | 319,591 | 305,994 | 275,394 |
Depreciation and amortization | 451,750 | 434,205 | 375,970 |
General and administrative expense | 85,198 | 72,045 | 35,402 |
Operating expense (exclusive of depreciation, accretion and amortization) | 137,065 | 102,176 | 49,668 |
Transaction related costs | 17,410 | 38,005 | 33,669 |
Other (income) expense | (4,504) | 11,284 | |
Total costs and expenses | 1,006,510 | 963,709 | 770,103 |
Income (loss) before income taxes | 11,124 | (47,677) | 305 |
Income tax (benefit) expense | (5,421) | (38,849) | 517 |
Net income (loss) | 16,545 | (8,828) | (212) |
Net income attributable to noncontrolling interests | 358 | 611 | |
Net income (loss) attributable to shareholders | 16,187 | (9,439) | (212) |
Participating securities' share in earnings | (2,594) | (1,509) | (1,557) |
Dividends declared on convertible preferred stock | (2,624) | (2,624) | (1,743) |
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | (1,985) |
Net income (loss) attributable to common shareholders | $ 7,989 | $ (16,552) | $ (5,497) |
Earnings (loss) per common share (Note 13): | |||
Basic | $ 0.05 | $ (0.10) | $ (0.04) |
Diluted | $ 0.04 | $ (0.13) | $ (0.04) |
Weighted-average number of common shares outstanding | |||
Basic | 176,169 | 168,693 | 152,473 |
Diluted | 177,071 | 168,989 | 152,473 |
Leasing | |||
Revenues: | |||
Total revenues | $ 699,847 | $ 685,099 | $ 676,868 |
Costs and Expenses: | |||
Depreciation and amortization | 337,126 | 347,999 | 343,368 |
Fiber Infrastructure | |||
Revenues: | |||
Total revenues | 289,239 | 202,791 | 70,568 |
Costs and Expenses: | |||
Depreciation and amortization | 105,651 | 78,307 | 28,629 |
Tower | |||
Revenues: | |||
Total revenues | 14,617 | 10,055 | 500 |
Consumer CLEC | |||
Revenues: | |||
Total revenues | 13,931 | 18,087 | 22,472 |
Costs and Expenses: | |||
Depreciation and amortization | $ 1,994 | $ 2,607 | $ 3,258 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 16,545 | $ (8,828) | $ (212) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivative contracts | 24,251 | 12,895 | (675) |
Changes in foreign currency translation | (1,440) | 1,660 | (267) |
Other comprehensive income (loss) | 22,811 | 14,555 | (942) |
Comprehensive income (loss) | 39,356 | 5,727 | (1,154) |
Comprehensive income attributable to noncontrolling interest | 884 | 976 | |
Comprehensive income (loss) attributable to common shareholders | $ 38,472 | $ 4,751 | $ (1,154) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Distributions in Excess of Accumulated Earnings | Noncontrolling Interest |
Beginning balance, value at Dec. 31, 2015 | $ (1,166,906) | $ 15 | $ 1,392 | $ (5,427) | $ (1,162,886) | |
Beginning balance, shares at Dec. 31, 2015 | 149,862,459 | |||||
Net (loss) income | (212) | (212) | ||||
Issuance of common stock | 137,665 | 137,665 | ||||
Issuance of common stock, shares | 5,077,629 | |||||
Amortization of discount on convertible preferred stock | (1,985) | (1,985) | ||||
Other comprehensive income (loss) | (942) | (942) | ||||
Common stock dividends | (370,186) | (370,186) | ||||
Convertible preferred stock dividends | (1,743) | (1,743) | ||||
Equity issuance cost | (623) | (623) | ||||
Net share settlement | (2,359) | (203) | (2,156) | |||
Stock-based compensation | 4,846 | 4,846 | ||||
Stock-based compensation, shares | 198,549 | |||||
Ending balance, value at Dec. 31, 2016 | (1,402,445) | $ 15 | 141,092 | (6,369) | (1,537,183) | |
Ending balance, shares at Dec. 31, 2016 | 155,138,637 | |||||
Net (loss) income | (8,828) | (9,439) | $ 611 | |||
Issuance of common stock | 517,501 | $ 2 | 517,499 | |||
Issuance of common stock, shares | 19,528,302 | |||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | ||||
Other comprehensive income (loss) | 14,555 | 14,190 | 365 | |||
Common stock dividends | (410,054) | (410,054) | ||||
Distributions to noncontrolling interest | (4,978) | (4,978) | ||||
Convertible preferred stock dividends | (2,624) | (2,624) | ||||
Equity issuance cost | (18,575) | (18,575) | ||||
Contributions from noncontrolling interest holders | 105,969 | 105,969 | ||||
Purchase of noncontrolling interest | (560) | (560) | ||||
Net share settlement | (1,836) | (421) | (1,415) | |||
Stock-based compensation | 7,713 | 7,713 | ||||
Stock-based compensation, shares | 184,575 | |||||
Ending balance, value at Dec. 31, 2017 | (1,207,142) | $ 17 | 644,328 | 7,821 | (1,960,715) | 101,407 |
Ending balance, shares at Dec. 31, 2017 | 174,851,514 | |||||
Cumulative effect adjustment for adoption of new accounting standard | 1,859 | 1,859 | ||||
Net (loss) income | 16,545 | 16,187 | 358 | |||
At-the-market issuance of common stock, net of offering costs | 109,442 | $ 1 | 109,441 | |||
At-the-market issuance of common stock, net of offering, shares | 5,496,763 | |||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | ||||
Other comprehensive income (loss) | 22,811 | 22,284 | 527 | |||
Common stock dividends | (427,656) | (427,656) | ||||
Distributions to noncontrolling interest | (9,917) | (9,917) | ||||
Convertible preferred stock dividends | (2,624) | (2,624) | ||||
Net share settlement | (1,605) | (1,336) | (269) | |||
Stock-based compensation | 8,064 | 8,064 | ||||
Stock-based compensation, shares | 187,694 | |||||
Ending balance, value at Dec. 31, 2018 | $ (1,493,203) | $ 18 | $ 757,517 | $ 30,105 | $ (2,373,218) | $ 92,375 |
Ending balance, shares at Dec. 31, 2018 | 180,535,971 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from operating activities | |||
Net income (loss) | $ 16,545 | $ (8,828) | $ (212) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 451,750 | 434,205 | 375,970 |
Amortization of deferred financing costs and debt discount | 24,614 | 23,102 | 16,002 |
Deferred income taxes | (7,385) | (41,171) | (2,186) |
Straight-line rental revenues | (15,048) | (15,136) | (17,293) |
Stock-based compensation | 8,064 | 7,713 | 4,846 |
Change in fair value of contingent consideration | (3,721) | 10,736 | |
Other | 7,818 | 872 | 936 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (52,792) | (10,524) | (3,516) |
Other assets | 1,755 | (1,560) | (1,365) |
Accounts payable, accrued expenses and other liabilities | 41,218 | 5,851 | 2,806 |
Net cash provided by operating activities | 472,818 | 405,260 | 375,988 |
Cash flow from investing activities | |||
Acquisition of businesses, net of cash acquired | (53,669) | (761,887) | (488,788) |
Acquisition of ground lease investments | (21,764) | (11,543) | |
NMS asset acquisition (Note 5) | (3,299) | (69,729) | |
Capital expenditures - other | (423,575) | (166,028) | (34,900) |
Net cash used in investing activities | (480,543) | (1,019,408) | (535,231) |
Cash flow from financing activities | |||
Principal payment on debt | (21,080) | (21,080) | (22,027) |
Dividends paid | (426,094) | (400,210) | (367,830) |
Payments of contingent consideration | (18,640) | (19,999) | |
Proceeds from issuance of Notes | 201,000 | 548,875 | |
Borrowings under revolving credit facility | 500,000 | 845,000 | 641,000 |
Payments under revolving credit facility | (140,000) | (565,000) | (641,000) |
Capital lease payments | (5,946) | (3,237) | (1,549) |
Deferred financing costs | (28,539) | (20,557) | |
Common stock issuance, net of costs | 109,441 | 498,926 | 54,213 |
Purchase of noncontrolling interest | (560) | ||
Distributions paid to noncontrolling interest | (9,917) | (2,498) | |
Net share settlement | (1,605) | (1,836) | (2,359) |
Net cash (used in) provided by financing activities | (13,841) | 501,967 | 188,766 |
Effect of exchange rates on cash and cash equivalents | (173) | 192 | (267) |
Net (decrease) increase in cash and cash equivalents | (21,739) | (111,989) | 29,256 |
Cash and cash equivalents at beginning of period | 59,765 | 171,754 | 142,498 |
Cash and cash equivalents at end of period | 38,026 | 59,765 | 171,754 |
Non-cash investing and financing activities: | |||
Property and equipment acquired but not yet paid | 17,901 | 15,285 | 5,752 |
Tenant capital improvements | $ 153,615 | 227,969 | 156,972 |
Acquisition of businesses through non-cash consideration | $ 122,395 | $ 259,996 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Uniti Group Inc. (the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the state of Maryland on September 4, 2014. We are an independent, internally managed real estate investment trust (“REIT”) engaged in the acquisition and construction of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. We manage our operations in four separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business. The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include all accounts of the Company and, its wholly-owned and/or controlled subsidiaries, which includes the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Consolidated Financial Statements of Uniti Group Inc. as the Company has determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Going Concern In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) We are party to a Master Lease agreement (the “Master Lease”) with Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), from which 68.2% of our revenue for the year ended December 31, 2018 was derived. Windstream has been involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities related to our spin-off from Windstream (“Spin-Off”). Windstream challenged the matter in federal court and a trial was held in July 2018. On February 15, 2019, the federal court judge issued a ruling against Windstream, finding that an “event of default” occurred with respect to such debt securities, and that the holder’s acceleration of such debt in December 2017 was effective. In response to the adverse outcome, on February 25, 2019, Windstream filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In bankruptcy, Windstream has the option to assume or reject the Master Lease. Because the Master Lease is a single indivisible Master Lease with a single rent payment, the lease must be assumed or rejected in whole and cannot be sub-divided by facility or market. A significant amount of Windstream’s revenue is generated from the use of our network included in the Master Lease, and we believe that the Master Lease is essential to Windstream’s operations. Furthermore, Windstream is designated as a “carrier of last resort” in certain markets where it utilizes the Master Lease to provide service to its customers, and Windstream would require approval from the Public Utility Commissions and the Federal Communications Commission to cease providing service in those markets. As a result, we believe the probability of Windstream rejecting the lease in bankruptcy to be remote. However, a rejection of the Master Lease, or even a temporary disruption in payments to us, may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties, and could materially adversely affect our consolidated results of operations, liquidity and financial condition, including our ability to service debt, comply with debt covenants and pay dividends to our stockholders as required to maintain our status as a REIT. As a result, conditions or events have been identified that are present that raise substantial doubt about the Company’s ability to continue as a going concern. The Company has considered the mitigating effects of management’s plans to alleviate the substantial doubt about the ability to continue as going concern in the event there is a disruption in the payments due to us under the Master Lease prior to Windstream’s assumption or rejection of the lease. Those plans include deferring, reducing or delaying cash dividends and capital expenditures, if necessary, paying one or more dividends that are required to maintain our REIT status in shares to the extent allowed under the IRS REIT rules, curtailing acquisition activities, accessing the capital markets and identifying alternative sources of liquidity. Based on our analysis, including consideration of the timing of petitioners’ requirements to make post-petition lease payments under U.S. bankruptcy law, we believe that we have adequate liquidity to continue to fund our operations for twelve months after the issuance of the financial statements. Although management has concluded the probability of a rejection of the Master Lease to be remote, and has noted the absence of any provision in the Master Lease that contemplates renegotiation of the lease and the lack of any ability of the bankruptcy court to unilaterally reset the rent or terms of the lease, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring. The Company has evaluated its ability to continue as a going concern in light of the possibility of a consensual renegotiation of the Master Lease, and the impact of any renegotiated lease on our compliance with our debt covenants. We note that our Credit Agreement prohibits the Company from amending the Master Lease that, among other provisions, pro forma for any such amendment, would result in a consolidated secured leverage ratio that exceeds 5.0 to 1.0. Furthermore, management has no intention to enter into a lease amendment that would violate our debt covenants. However, because there can be no certainty as of the outcome of Windstream’s decision to assume or reject the Master Lease, uncertainties exist as to the outcome or impacts of any potential consensual renegotiation of the Master Lease. Therefore, substantial doubt about our ability to continue as a going concern within one year after the issuance of the financial statements exists. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Use of Estimates Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a capital lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2018 and 2017, the accumulated amortization of our capital lease assets was $15.8 million and $10.1 million, respectively. Certain property, plant and equipment acquired as part of our spin-off from Windstream is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of capital lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation will begin once the construction period has ceased and the related asset has been placed into service, in which it will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. Tenant Capital Improvements Impairment of Long-Lived Assets Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2018 and 2017, our aggregate carrying amount of asset retirement obligations totaled $10.4 million and $9.4 million, respectively. During the year ended December 31, 2018 and 2017, we incurred liabilities of $0.1 million and $4.4 million related to asset retirement obligations, respectively. During the year ended December 31, 2018, 2017, and 2016, we recognized $0.9 million, $4.4 million, and $0.8 million of accretion expense related to asset retirement obligations, respectively. Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Note 6 Note 8 Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives with the exception of the customer list intangible assets related to our Consumer CLEC Business, which were brought over at carry-over basis at the time of Spin-Off, and are amortized using the sum-of-the-years’-digits method over their estimated useful lives Foreign Currency Translation Reclassifications During 2017 and forward, we managed and reported our operations in four reportable business segments: Leasing, Fiber Infrastructure, Towers and Consumer CLEC. Transaction Related Costs Debt Issuance Costs 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, 2018 and 2017, no allowance was recorded related to our straight-line rent receivable. We lease certain assets to Windstream under a triple-net lease, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) on January 1, 2018 (see Note 4). Prior to the adoption of Topic 606, t We evaluate the collectability of service receivables by considering a variety of factors. The Company typically does not require collateral. When the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related accounts receivable to the amount the Company reasonably believes is collectible. When appropriate, the Company also records reserves for bad debts for all other customers based on a variety of factors including the length of time the receivable is past due, the financial health of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, the Company adjusts its estimates of the recoverability of receivables as needed. At December 31, 2018 and 2017, the allowance recorded for service receivables was $2.3 million and $1.0 million, respectively. 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 11 Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2018, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the temporary restriction imposed by the waiver and amendment to our Credit Agreement (see Note 10), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, generally will be restricted. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $3.0 million recorded in deferred incomes taxes on our Consolidated Balance Sheet. The Company will be subject to a federal corporate level tax on any gain recognized from the sale of assets occurring within a five year 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. Business Combinations Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. No goodwill is recognized in an asset acquisition. Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the consolidated balance sheets. Goodwill Intangibles-Goodwill and Other We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and charged to operations not exceed the carrying value of goodwill. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, capital expenditure plans, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment. Potential events that could negatively impact these assumptions or estimates include customer losses or poor execution of our business plans, which impact growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. The market approach uses market data of comparable business and acquisition multiples paid in recent transactions to estimate fair value. Declines in the comparable business and acquisitions multiples could affect the likelihood and amount of potential impairment. As of December 31, 2018 and 2017, all of our Goodwill is included in our Fiber Infrastructure segment. We performed our goodwill impairment analysis during the fourth quarter and we concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 5%. During the years ended December 31, 2018 and 2017, no impairment losses were recognized. In light of the recent developments below surrounding Windstream, as discussed in “Concentration of Credit Risks”, if there were to be changes in assumptions impacting the forecasted cash flows at Uniti Fiber, our conclusions regarding the likelihood and amount of any potential impairment could change. 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 13 Concentration of Credit Risks are party to a Master Lease with Windstream from which substantially all of Uniti’s leasing revenues and operating cash flows are currently derived Because a substantial portion of our revenue and cash flows are 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, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Master Lease or otherwise experiences operating or liquidity 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, sales and cash flow, and has had its credit ratings downgraded by nationally recognized credit rating agencies multiple times over the past 12 months. In addition, Windstream has been involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities relating to our spin-off from Windstream. On December 7, 2017, the entity issued a notice of acceleration to Windstream claiming that the alleged default had matured into an “event of default” and that the principal amount, along with accrued interest, of such securities was due and payable immediately. Windstream challenged the matter in federal court and a trial was held, in July 2018. In response to the adverse outcome, on February 25, 2019, Windstream filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In bankruptcy, Windstream has the option to assume or reject the Master Lease. While we believe that the Master Lease is essential to Windstream’s operations, it is difficult to predict what could occur in a restructuring, and even a temporary disruption in payments to us may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties and avoid the imposition of liens on our properties and could impact our ability to fund other cash obligations, including dividends necessary to maintain REIT status, non-essential capital expenditures and, in an extreme case, our debt service obligations. See Note 2 Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Annual Report on Form 10-K. Recently Adopted Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2017, the FASB issued ASU No. 2017-12 , Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) See Note 4 . Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2018, the FASB issued ASU 2018-01, Leases |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Adoption of ASC Topic 606, Revenue from Contracts with Customers Except for the changes below, we have consistently applied the accounting policies to all periods presented in these Consolidated Financial Statements. On January 1, 2018, we adopted Topic 606 using the modified retrospective method, whereby the cumulative effect of initially applying Topic 606 is recognized as an adjustment to the opening balance of equity at January 1, 2018. Therefore, comparative information has not been adjusted and continues to be reported under ASC 605, Revenue Recognition The details of the significant changes and quantitative impact of the changes are set out below. We have applied this guidance only to contracts that were not completed as of January 1, 2018, the date of initial application. Commissions We previously recognized commission fees related to obtaining a contract as selling expenses when incurred. Under Topic 606 and Topic 340, Other Assets and Deferred Costs December 31 Nature of goods and services The following is a description of principal activities, separated by reportable segments ( see Note 14 ), from which the Company generates its revenues. Leasing Leasing revenue represents the results from our leasing program, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Due to the nature of these activities, they are outside the scope of the guidance of Topic 606, and are recognized under other applicable guidance, including ASC 840, Leases Fiber Infrastructure The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides (i) consumer, enterprise, wholesale and backhaul lit fiber, (ii) E-rate, (iii) small cell, (iv) construction services, (v) dark fiber and (vi) other revenue generating activities. i. Consumer, enterprise, wholesale, and backhaul lit fiber fall under the guidance of Topic 606. Revenue is recognized over the life of the contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. ii. E-rate contracts involve providing lit fiber services to schools and libraries, and is governed by Topic 606. Revenue is recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. iii. Small cell contracts provide improved network connection to areas that may not require or accommodate a tower. Small cell arrangements typically contain five streams of revenue: site development, radio frequency (“RF”) design, dark fiber lease, construction services, and maintenance services. Site development, RF design and construction are each separate services and are considered distinct performance obligations under Topic 606. Dark fiber and associated maintenance services constitute a lease, and as such, they are outside the scope of Topic 606 and are governed by other applicable guidance. iv. Construction revenue is generated from contracts to provide various construction services such as equipment installation or the laying of fiber. Construction revenue is recognized over time as construction activities occur as we are either enhancing a customer’s owned asset or constructing an asset with no alternative use to us and we would be entitled to our costs plus a reasonable profit margin if the contract was terminated early by the customer. We are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. v. Dark fiber arrangements represent operating leases under Topic 840 and is outside the scope of Topic 606. When (i) a customer makes an advance payment or (ii) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise. vi. The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation. Towers The Towers segment represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate, which we then lease to our customers in the United States and Latin America. Revenue from our towers business qualifies as a lease under Topic 840 and is outside the scope of Topic 606. Consumer CLEC The Consumer CLEC segment represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which provides local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers are billed monthly for services rendered based on actual usage or contracted amounts. The transaction price is equal to the monthly-recurring charge multiplied by the initial contract term (typically 12 months), plus any non-recurring or variable charges. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2018 2017 (1) 2016 (1) Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 132,361 $ 117,574 $ 54,739 Enterprise and wholesale 63,519 36,542 7,140 E-Rate and government 74,752 43,021 8,062 Other 4,492 454 252 Fiber Infrastructure $ 275,124 $ 197,591 $ 70,193 Consumer CLEC 13,931 18,087 22,472 Total revenue from contracts with customers 289,055 215,678 92,665 Revenue accounted for under other applicable guidance 728,579 700,354 677,743 Total revenue $ 1,017,634 $ 916,032 $ 770,408 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. At January 1, 2018 and December 31, 2018 lease receivables were $10.9 million and $45.5 million, respectively, and receivables from contracts with customers were $31.2 million and $57.1 million, respectively. Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the year ended December 31, 2018, we recognized revenues of $14.7 million that was included in the January 1, 2018 contract liabilities balance. The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at January 1, 2018 $ 2,490 $ 26,256 Balance at December 31, 2018 $ 5,540 $ 15,473 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract assets primarily relate to costs incremental to obtaining contracts and contract liabilities primarily relate to deferred revenue from non-recurring charges. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of December 31, 2018, our future revenues (i.e. transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $646.7 2.7 y Practical Expedients and Exemptions We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less. We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, they are not included in revenue. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | Asset Acquisitions Network Management Holdings LTD On January 31, 2017, we completed the acquisition of NMS. The Company accounted for the acquisition of NMS as an asset purchase. At close, NMS owned and operated 366 wireless communications towers in Latin America with an additional 105 build to suit tower sites under development. The NMS portfolio spans three Latin American countries with 212 towers in Mexico, 54 towers in Nicaragua, and 100 towers in Colombia. The consideration for the 366 wireless towers in operation as of the transaction close date was $62.6 million, which was funded through cash on hand, and is presented in NMS asset acquisition on the Consolidated Statements of Cash Flows. NMS conducts its operations through three non-U.S. subsidiaries and the Company has determined that the functional currencies for the Mexican, Nicaraguan and Colombian subsidiaries are the Mexican Peso, U.S. Dollar and Colombian Peso, respectively. The non-U.S. subsidiaries in which NMS conducts its operations are subject to income tax in the jurisdictions in which they operate. The acquisition did not result in a step up in tax basis under local law. The Company recorded a net deferred tax liability of $18.4 million and a liability for unrecognized tax benefits of $5.3 million in connection with the acquisition. The deferred tax liability is primarily related to the excess of the recorded amounts for Property, Plant and Equipment and Intangibles over their respective historical tax bases. Under the terms of the purchase agreement, we will acquire the towers under development when construction is completed. The NMS towers are reflected in our Towers segment. See We acquired an intangible asset that was assigned to customer relationships of $160.1 million (15 year life). The Company determined the useful life for the customer relationship by applying an income approach (using the multi-period excess earnings method with a discount rate commensurate to the risk of the asset) and resulted from two key considerations: attrition rate and cumulative present value of cash flows, including assessing the period over which the asset is expected to contribute to the Company’s future cash flows. The acquired business contributed revenue of $45.5 million and an operating income of $4.6 million, which excludes transaction related costs, to our consolidated results from the date of acquisition through December 31, 2017. We recorded transaction related costs related to the acquisition of Southern Light for the year ended December 31, 2017 of $14.8 million within transaction related costs on the Consolidated Statement of Income. The acquisition of Southern Light was structured in a manner such that Southern Light ended up being owned by a subsidiary of ours with a pre-existing valuation allowance primarily related to deferred tax assets associated with net operating loss carryforwards. The acquisition of Southern Light also resulted in a change to our assessment of the need for a valuation allowance against these deferred tax assets, which resulted in a decrease to the valuation allowance of $8.0 million. The decrease in valuation allowance was recorded as an income tax benefit during the year ended December 31, 2017. Hunt Telecommunications, LLC On July 3, 2017, we acquired 100% of the outstanding equity of Hunt for $129.3 million in cash and 1.6 million common units in the Operating Partnership with an acquisition date fair value of $41.6 million. Additional contingent consideration of up to $17 million, with an acquisition date fair value of $16.4 million, may be paid upon the achievement of certain financial revenue milestones by delivering shares of our common stock. See . See (thousands) Property, plant and equipment $ 59,682 Cash and cash equivalents 3,181 Accounts receivable 4,906 Other assets 413 Goodwill 99,580 Intangible assets 73,000 Accounts payable, accrued expenses and other liabilities (3,741 ) Deferred revenue (6,036 ) Deferred income taxes (43,550 ) Capital lease obligations (164 ) Total purchase consideration $ 187,271 During the first quarter of 2018, the purchase price allocation was adjusted to record certain deferred revenues and accrued liabilities that existed at the date of acquisition. Deferred revenue and accrued liabilities increased $2.2 million and $1.2 million, respectively. During the second quarter of 2018, the purchase price allocation was adjusted to record $3.2 million of deferred tax liabilities that existed at the date of acquisition. The goodwill arising from the transaction is primarily attributable to the expansion of our fiber network through the complementary nature of Hunt’s fiber network to our existing fiber network, including anticipated incremental sales and cost savings. The goodwill is not expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $73 million (18 year life). The Company determined the useful life for the customer relationship by applying an income approach (using the multi-period excess earnings method with a discount rate commensurate to the risk of the asset) and resulted from two key considerations: attrition rate and cumulative present value of cash flows, including assessing the period over which the asset is expected to contribute to the Company’s future cash flows. The acquired business contributed revenue of $16.5 million and an operating income of $2.7 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2017. We recorded transaction related costs related to the acquisition of Hunt for the year ended December 31, 2017 of $5.9 million within transaction related costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the Southern Light and Hunt business combinations had occurred on January 1, 2016. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments, and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2016. Year Ended Year Ended (Thousands, except per share data) December 31, 2017 December 31, 2016 Pro forma revenue $ 980,303 $ 891,373 Pro forma net income (loss) 4,267 (2,482 ) 2016 Transactions Tower Cloud, Inc. On August 31, 2016 acquired 100% of the outstanding equity of Tower Cloud, Inc. (“Tower Cloud”) for $187.5 million in cash and 1.9 million shares of our common stock with an acquisition date fair value of $58.5 million. Additional contingent consideration of up to $130 million, with an acquisition date fair value of $98.6 million, may be paid upon the achievement of certain defined operational and financial milestones. % of the aggregate amount of payments is satisfied in cash. Tower Cloud provides data transport services, with particular focus on providing infrastructure solutions to the wireless and enterprise sectors, including fiber-to-the-tower backhaul, small cell networks, and dark fiber deployments. Following the close of the transaction, the Tower Cloud business and the previously acquired PEG Bandwidth business were combined into a unified fiber infrastructure organization, Uniti Fiber. The operating results from this acquisition are included in the consolidated financial statements from the acquisition date. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. . During the first quarter of 2017, certain contractual working capital adjustments resulted in a $0.2 million reduction of the purchase price and goodwill. (thousands) Property, plant and equipment $ 163,680 Cash and cash equivalents 14,346 Accounts receivable 3,043 Other assets 2,595 Goodwill 117,032 Intangible assets 116,218 Accounts payable, accrued expenses and other liabilities (16,782 ) Deferred revenue (23,900 ) Deferred income taxes (24,866 ) Capital lease obligations (6,750 ) Total purchase consideration $ 344,616 The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of Tower Cloud. The acquisition was treated as a taxable acquisition of the outstanding stock of Tower Cloud, Inc. Thus, none of the goodwill is expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $116.2 million (30 year life). The Company determined the useful life for the customer relationship by applying an income approach (using the multi-period excess earnings method with a discount rate commensurate to the risk of the asset) and resulted from two key considerations: attrition rate and cumulative present value of cash flows, including assessing the period over which the asset is expected to contribute to the Company’s future cash flows. Tower Cloud had federal net operating loss (“NOL”) carryforwards of approximately $81.2 million at the date of the acquisition, which will expire between 2026 and 2036. As a result of the change in ownership, the utilization of NOL carryforwards is subject to limitations imposed by the Internal Revenue Code. The gross deferred tax assets associated with the NOL and other temporary differences as of August 31, 2016 were approximately $37.0 million. A net deferred tax liability of $24.8 million was recorded in connection with the acquisition, which is primarily related to the excess of the recorded amounts for Property, Plant and Equipment and Intangible Assets over their respective historical tax bases. The acquired business contributed revenue of $13.5 million and an operating loss of $2.1 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2016. We recorded transaction related costs related to the acquisition of Tower Cloud for the year ended December 31, 2016 of $9.1 million within transaction related costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the business combination had occurred as of the Spin-Off. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments, adjustments to amortized deferred revenue, and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated . Year Ended (Thousands, except per share data) December 31, 2016 Pro forma revenue $ 798,054 Pro forma net (loss) income (3,581 ) PEG Bandwidth, LLC On May 2, 2016, we acquired 100% of the outstanding equity of PEG Bandwidth for $322.5 million in cash, the issuance of 87,500 shares of our 3.00% Series A Convertible Preferred Stock (“Series A Shares”) with a fair value of $78.6 million and 1 million shares of our common stock with an acquisition date fair value of $23.2 million. PEG Bandwidth is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry. The operating results from this acquisition are included in the consolidated financial statements from the acquisition date. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. See Note 14 (thousands) Property, plant and equipment $ 293,030 Cash and cash equivalents 7,003 Accounts receivable 6,584 Other assets 5,161 Goodwill 145,054 Intangible assets 38,000 Accounts payable, accrued expenses and other liabilities (8,643 ) Deferred revenue (12,700 ) Capital lease obligations (49,195 ) Total purchase consideration $ 424,294 The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of PEG Bandwidth. The goodwill is expected to be deductible for tax purposes. Of the $38 million of acquired intangible assets, $36 million was assigned to customer relationships (weighted average 17 year life) and $2 million was assigned to trademarks (indefinite life). The Company determined the useful life for the customer relationship by applying an income approach (using the multi-period excess earnings method with a discount rate commensurate to the risk of the asset) and resulted from two key considerations: attrition rate and cumulative present value of cash flows, including assessing the period over which the asset is expected to contribute to the Company’s future cash flows. The acquired business contributed revenue of $57.0 million and an operating loss of $8.8 million, which excludes transaction and transition costs, to our consolidated results from the date of acquisition through December 31, 2016. We recorded transaction related costs related to the acquisition of PEG Bandwidth for the year ended December 31, 2016 of $11.2 million within transaction related costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the business combination had occurred as of the Spin-Off Year Ended (Thousands, except per share data) December 31, 2016 Pro forma revenue $ 797,637 Pro forma net income 6,264 Summit Wireless Infrastructure, LLC On January 22, 2016, we acquired 100% of the outstanding equity of Summit Wireless Infrastructure LLC (“Summit”). Summit builds, owns and operates telecommunication infrastructure serving wireless carriers in Mexico. Consideration given to acquire Summit included performance-based shares of common equity valued at $1.1 million, which will vest in full on the third anniversary of the closing date, subject to Summit meeting certain performance targets, and the assumption of Summit’s existing debt. The financial results of Summit are included in the Towers segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative instruments, contingent consideration, our outstanding notes and other debt, and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at December 31, 2018 and 2017: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2018 Assets Derivative asset $ 31,043 $ — $ 31,043 $ — Total $ 31,043 $ — $ 31,043 $ — Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,877,303 $ — $ 1,877,303 $ — Senior secured notes - 6.00% , due April 15, 2023 504,625 — 504,625 — Senior unsecured notes - 8.25%, due October 15, 2023 965,700 — 965,700 — Senior unsecured notes - 7.125%, due December 15, 2024 496,500 — 496,500 — Senior secured revolving credit facility, variable rate, due April 24, 2020 639,936 — 639,936 — Contingent consideration 83,401 — — 83,401 Total $ 4,567,465 $ — $ 4,484,064 $ 83,401 (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2017 Assets Derivative asset $ 6,793 $ — $ 6,793 $ — Total $ 6,793 $ — $ 6,793 $ — Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 2,011,237 $ — $ 2,011,237 $ — Senior secured notes - 6.00% , due April 15, 2023 540,375 — 540,375 — Senior unsecured notes - 8.25%, due October 15, 2023 1,073,925 — 1,073,925 — Senior unsecured notes - 7.125%, due December 15, 2024 542,250 — 542,250 — Senior secured revolving credit facility, variable rate, due April 24, 2020 279,972 — 279,972 — Contingent consideration 105,762 — — 105,762 Total $ 4,553,521 $ — $ 4,447,759 $ 105,762 The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments. The total principal balance of our Notes and other debt was $5.0 billion at December 31, 2018, with a fair value of $4.5 billion. The estimated fair value of the Notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative instruments are carried at fair value. See Note 8. The fair value of our interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both Uniti 's own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative instruments fall within Level 2 of the fair value hierarchy; however the associated credit valuation adjustments utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by the Company and its counterparties. As of December 31, 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative instruments valuation in Level 2 of the fair value hierarchy. As part of the acquisition of Hunt on July 3, 2017, we may be obligated to pay contingent consideration (the “Hunt Contingent Consideration”) upon the achievement of certain defined revenue milestones; therefore, we have recorded the estimated fair value of contingent consideration of approximately $10.0 million as of December 31, 2018. See Note 5 As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones; therefore, we recorded the estimated fair value of future contingent consideration of $73.4 million as of December 31, 2018. The fair value of the contingent consideration as of December 31, 2018, was determined using a discounted cash flow model and probability adjusted estimates of the operational milestones and is classified as Level 3. During the year ended December 31, 2018, we paid $18.6 million for the achievement of certain milestones in accordance with the Tower Cloud merger agreement. Changes in the fair value of contingent consideration will be recorded in our Consolidated Statement of Income in the period in which the change occurs. For the year ended December 31, 2018, there was a $3.7 million decrease in the fair value of the contingent consideration that was recorded in Other expense on the Consolidated Statements of Income. The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2017 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2018 Contingent consideration $ 105,762 $ — $ (3,721 ) $ (18,640 ) $ 83,401 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 7. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2018 December 31, 2017 Land Indefinite $ 29,304 $ 27,110 Building and improvements 3 - 40 years 340,238 333,121 Real property interests See Note 3 34,878 34,580 Poles 30 years 248,989 243,710 Fiber 30 years 3,005,304 2,671,216 Equipment 5 - 7 years 256,838 201,490 Copper 20 years 3,721,649 3,656,384 Conduit 30 years 89,692 91,210 Tower assets 20 years 120,073 59,610 Capital lease assets See Note 3 123,017 93,465 Construction in progress See Note 3 137,585 112,489 Other assets 15 - 20 years 11,524 10,232 Corporate assets 3 - 7 years 4,214 7,970 8,123,305 7,542,587 Less accumulated depreciation (4,914,299 ) (4,488,698 ) Property, plant and equipment, net $ 3,209,006 $ 3,053,889 Capital lease assets above represent fiber leases, where we have the exclusive, unrestricted, and indefeasible right to use one, a pair, or more strands of fiber of a fiber cable. Depreciation expense for the years ended December 31, 2018, 2017, and 2016 was $425.2 million, $ 415.9 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 8. 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. We are party to 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 $2.07 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, 2018 December 31, 2017 Interest rate swaps Derivative asset $ 31,043 $ 6,793 As of December 31, 2018 and 2017, all of the interest rate swaps were valued in net unrealized gain positions and recognized as an asset balance within the derivative asset balance on the Consolidated Balance Sheets. For the years ended December 31, 2018, 2017 and 2016, the amount recorded in other comprehensive income related to the unrealized gain on derivative instruments was $21.6 million, our Consolidated Statement of Income million, 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, ending December 31, 2019, we estimate that $4.1 million will be reclassified as a decrease to interest expense. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Changes in the carrying amount of goodwill occurring during the year ended December 31, 2018 and 2017, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2016 $ 262,334 $ 262,334 Goodwill purchase accounting adjustments (248 ) (248 ) Goodwill associated with 2017 acquisitions 411,643 411,643 Goodwill at December 31, 2017 673,729 673,729 Goodwill purchase accounting adjustments 7,446 7,446 Goodwill associated with 2018 acquisitions 11,210 11,210 Goodwill at December 31, 2018 692,385 692,385 The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2018 December 31, 2017 Cost Cumulative Translation Adjustment Accumulated Amortization Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Finite life intangible assets: Customer lists 451,997 - (69,393 ) 421,743 - (46,049 ) Tenant contracts 37,386 411 (3,293 ) 37,386 1,141 (1,605 ) Network (1) 13,541 144 (1,192 ) 13,541 410 (581 ) Acquired below-market leases 1,509 - (289 ) 1,509 - (138 ) Total intangible assets 506,988 477,730 Less: Accumulated amortization (74,167 ) (48,373 ) Total intangible assets, net $ 432,821 $ 429,357 Finite life intangible liabilities: Acquired above-market leases $ 3,440 $ (182 ) $ (624 ) $ 3,440 $ 15 $ (317 ) Total intangible liabilities 3,258 3,455 Less: Accumulated amortization (624 ) (317 ) Total intangible liabilities, net (2) $ 2,634 $ 3,138 (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. As of December 31, 2018, the remaining weighted average amortization period of the Company’s intangible assets was 18.3 18.3 |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2018 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 10. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2018 December 31, 2017 Principal amount $ 4,965,808 $ 4,626,887 Less unamortized discount, premium and debt issuance costs (119,575 ) (144,190 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,846,233 $ 4,482,697 Notes and other debt at December 31, 2018 and 2017 consisted of the following: December 31, 2018 December 31, 2017 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%) $ 2,065,808 $ (70,337 ) $ 2,086,887 $ (87,140 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (7,116 ) 550,000 (8,508 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (34,900 ) 1,110,000 (40,467 ) Senior unsecured notes - 7.125%, due December 15, 2024 600,000 (7,222 ) 600,000 (8,075 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 640,000 - 280,000 - Total $ 4,965,808 (119,575 ) $ 4,626,887 $ (144,190 ) At December 31, 2018, notes and other debt included the following: (i) $2.1 billion under the senior secured term loan B facility that matures on October 24, 2022 (“Term Loan Facility”) pursuant to the credit agreement by and among the Operating Partnership, CSL Capital, LLC and Uniti Group Finance Inc., the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”); (ii) $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “Secured Notes”); (iii) $1.11 billion aggregate principal amount of 8.25% Senior Unsecured Notes due October 15, 2023 (the “2023 Notes”); and (iv) $600.0 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes” and together with the Secured Notes and 2023 Notes, the “Notes”), and (v) $640.0 million under the senior secured revolving credit facility, variable rate, that matures April 24, 2020 pursuant to the Credit Agreement (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). During 2017, the Company completed its reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure. Under this structure, the Operating Partnership now holds substantially all of the Company’s assets and is the parent company of, among others, CSL Capital, LLC, Uniti Group Finance Inc. and Uniti Fiber Holdings Inc. In connection with the up-REIT Reorganization, the Operating Partnership replaced the Company and assumed its obligations as an obligor under the Notes and Facilities. The Company subsequently became a guarantor of the Notes and Facilities. Because the Operating Partnership is not a corporation, a corporate co-obligor that is a subsidiary of the Operating Partnership was also added to the Notes and Credit Agreement as part of the up-REIT Reorganization. As discussed below, Uniti Group Finance Inc. is the corporate co-obligor under the Credit Agreement and co-issuer of the Secured Notes and the 2023 Notes, and Uniti Fiber Holdings Inc. is the co-issuer of the 2024 Notes. Separate financial statements of the Operating Partnership have not been included since the Operating Partnership is not a registrant. Credit Agreement The Operating Partnership and its wholly-owned subsidiaries, CSL Capital, LLC, and Uniti Group Finance Inc. (collectively, the “Borrowers”) are party to the Credit Agreement, which provides for the Term Loan Facility (in an initial principal amount of $2.14 billion) and the Revolving Credit Facility. The term loans were repriced on February 9, 2017 and now bear interest at a rate equal to LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 3.00%, and are subject to amortization of 1.0% per annum. All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s wholly-owned subsidiaries (the “Subsidiary Guarantors”), and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors, which assets also secure the Secured Notes. The Revolving Credit Facility 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. On April 28, 2017, we amended the Credit Agreement to increase the commitments under our Revolving Credit Facility from $500 million to $750 million. Other terms of the Revolving Credit Facility remain unchanged. The Borrowers are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur (i) incremental term loan borrowings and/or increased commitments under the Credit Agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00. In addition, the Credit Agreement contains customary events of default, including a cross default provision whereby the failure of the Borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of December 31, 2018, the Borrowers were in compliance with all of the covenants under the Credit Agreement. However, we would be in breach of the requirement to deliver audited financial statements without a going concern opinion if we were unable to provide 2018 audited financial statements without a going concern opinion to the lenders under our Credit Agreement by March 31, 2019. On March 18, 2019, we received a limited waiver from our lenders under our Credit Agreement, waiving an event of default related solely to the receipt of a going concern opinion from our auditors for our 2018 audited financial statements. The limited waiver was issued in connection with the fourth amendment (the “Amendment”) to our Credit Agreement. During the pendency of Windstream’s bankruptcy, or at such earlier time when certain other conditions are specified, the Amendment generally limits our ability under the Credit Agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. The Amendment also increases the interest rate on our Term Loan Facility, which will now bear a rate of LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.0%, a 200 basis point increase over our previous rate. This increase will be in effect though the remaining term of the facility, which matures on October 24, 2022. A termination of the Master Lease would result in an “event of default” under the Credit Agreement, if a replacement lease was not entered into within ninety (90) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00. The Notes The Borrowers, as co-issuers, have outstanding $550 million aggregate principal amount of the Secured Notes, of which $400 million was originally issued on April 24, 2015 at an issue price of 100% of par value and the remaining $150 million was issued on June 9, 2016 at an issue price of 99.25% of the par value as an add-on to the existing Secured Notes. The Borrowers, as co-issuers, also have outstanding $1.11 billion aggregate principal amount of the 2023 Notes that were originally issued on April 24, 2015 at an issue price of 97.055% of par value. The Secured Notes and the 2023 Notes are guaranteed by the Company and the Subsidiary Guarantors. The Operating Partnership and its wholly-owned subsidiaries, CSL Capital, LLC and Uniti Fiber Holdings Inc., as co-issuers, have outstanding $600 million aggregate principal amount of the 2024 Notes, of which $400 million was originally issued on December 15, 2016 at an issue price of 100% of par value and the remaining $200 million of which was issued on May 8, 2017 at an issue price of 100.50% of par value under a separate indenture and was mandatorily exchanged on August 11, 2017 for 2024 Notes issued as “additional notes” under the indenture governing the 2024 Notes. The 2024 Notes are guaranteed by the Company, Uniti Group Finance Inc. and the Subsidiary Guarantors. T he failure to Deferred Financing Cost Deferred financing costs were incurred in connection with the issuance of the Notes and the Facilities. These costs are amortized using the effective interest method over the term of the related indebtedness, and are included in interest expense in our Consolidated Statements of Income. For the year ended December 31, 2018, 2017 and 2016, we recognized $14.7 million, $13.6 million and $7.8 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs. Aggregate annual maturities of our long-term obligations at December 31, 2018 are as follows: (Thousands) 2019 $ 21,080 2020 661,080 2021 21,080 2022 2,002,568 2023 1,660,000 Thereafter 600,000 Total $ 4,965,808 As discussed in Note 7, we have acquired property pursuant to capital leases. At December 31, 2018, future minimum lease payments under capital lease obligations are as follows: (Thousands) 2019 $ 8,683 2020 7,357 2021 6,638 2022 6,484 2023 6,457 Thereafter 52,533 Total minimum payments 88,152 Less amount representing interest (32,870 ) Total $ 55,282 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 11. Stock-Based Compensation The Company’s Board of Directors adopted the Uniti Group Inc. 2015 Equity Incentive Plan (the “Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units. Restricted Awards During the year ended December 31, 2018, the Company granted 396,705 shares of restricted stock to employees, which had a fair value of $5.5 million as of the date of grant. We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31, 2018, there were 4,724,876 shares available for future issuance under the Equity Plan. The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2017 588,188 $ 24.00 Granted 396,705 $ 14.02 Forfeited (35,559 ) $ 19.62 Vested (281,706 ) $ 24.42 Unvested balance, December 31, 2018 667,628 $ 18.03 $ 10,395 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2018. The market value as of December 31, 2018 was $15.57 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2018, the final trading day of 2018. During the year ended December 31, 2017, there were 234,294 shares of restricted stock granted with a weighted-average fair value of $25.56 per share. During the year ended December 31, 2016, there were 308,146 shares of restricted stock granted with a weighted-average fair value of $20.56 per share. The total fair value of shares vested for the years ended December 31, 2018 and 2017 was $6.9 million and $2.9 million, respectively. As of December 31, 2018, total unrecognized compensation expense on restricted awards was approximately $6.2 million, and the expense is expected to be recognized over a weighted average vesting period of 0.9 years. Performance Awards The Company grants long-term incentives to members of management in the form of performance-based restricted stock units (“PSUs”) under the Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified performance goals, over a specified performance period, and may range from 0% to 200% of the target shares. The PSUs have a service condition that will expire at the end of the three-year performance period provided that the holder continues to be employed by the Company at the end of the performance period. Holders of PSUs are entitled to dividend equivalents, which will be accrued and paid in cash upon the vesting of a PSU. Dividend equivalents are forfeited to the extent that the underlying PSU is forfeited. On February 6, 2018, we issued 169,549 PSUs equal to 100% of the target amount, with an aggregate value of $3.3 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 year ended December 31, 2018, no PSUs were forfeited due to termination of service. The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2017 254,625 $ 25.69 Granted 169,549 $ 19.30 Forfeited (60,970 ) $ 21.82 Vested — $ — Unvested balance, December 31, 2018 363,204 $ 23.35 $ 5,655 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2018. The market value as of December 31, 2018 was $15.57 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2018, the final trading day of 2018. During the year ended December 31, 2017, there were 91,995 PSUs granted with a weighted-average fair value of $33.75 per share. During the year ended December 31, 2016, there were 101,660 PSUs granted with a weighted-average fair value of $20.71 per share. As of December 31, 2018, total unrecognized compensation expense related to PSUs was approximately $3.7 million, and the weighted-average vesting period was 1.4 years. The fair value of each PSU award is estimated at the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield. Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Expected term (years) 3.0 3.0 3.0 Expected volatility 48.5 % 33.6 % 48.8 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 2.3 % 1.5 % 0.9 % Employee Stock Purchase Plan On May 17, 2018, our stockholders approved and adopted the Uniti Group Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes us to issue up to 2,000,000 shares of our common stock to any of our employees so long as the employee is employed on the first day of the applicable offering period. Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. Under the terms of the ESPP, employees can choose each plan period to have up to 15% of their annual base earnings, limited to $25,000 withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of its beginning-of-period or end-of-period market price. Under the ESPP, no shares were sold to employees during the year ended 2018. As of December 31, 2018, there were 2,000,000 shares available for future issuance under the ESPP. Year Ended December 31, 2018 Expected term (years) 0.5 Expected volatility 37.0 % Expected annual dividend 11.3 % Risk free rate 2.1 % For the years ended December 31, 2018, 2017 and 2016, we recognized $8.1 million, $ 7.7 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. 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 Uniti shares it received to existing stockholders of Windstream Holdings and retained a passive ownership interest of approximately 19.6% of the common stock of Uniti. As a result of this ownership Windstream was deemed to be a related party. On June 15, 2016, Windstream Holdings disposed of 14.7 million shares of our common stock, representing approximately half of its retained ownership interest. On June 24, 2016, Windstream Holdings disposed of its remaining 14.7 million shares of our common stock as part of a public offering. The Company did not receive any proceeds resulting from the disposition of these shares. Accordingly, upon its disposition of these shares, Windstream was no longer deemed a related party under applicable accounting regulations. Our consolidated financial statements reflect the following transactions with Windstream during the periods in which Windstream was deemed a related party. Revenues For the six months ended June 30, 2016, we recognized leasing revenues of $337.6 million related to the Master Lease. General and Administrative Expenses On April 1, 2016, the TSA ceased and we incurred $19,000 of related TSA expense for the three months ended March 31, 2016. CLEC Operating Expenses During the six months ended June 30, 2016, we incurred expenses of $6.6 million and $0.9 million related to the Wholesale Agreement and Master Services Agreement, respectively. Employee Matters Agreement Uniti Tower Purchase Lease Amendment Uniti Uniti |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
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. During the years ended December 31, 2017 and 2016, approximately76,000 and 220,000 PSUs, respectively, were excluded from the computation of diluted net loss per share because their effect is anti-dilutive as a result of our net loss for these periods. The earnings per share impact of the Series A Shares ( See Note 19 ) is calculated using the net share settlement method, whereby the redemption value of the instrument is assumed to be settled in cash and only the conversion premium, if any, is assumed to be settled in shares. The Series A Shares provide Uniti the option to cash or share settle the instrument, and As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones. See Note 5 . At the Company’s discretion, a combination of cash and Uniti common shares may be used to satisfy the contingent consideration payments, provided that at least 50% of the aggregate amount of payments is satisfied in cash. The arrangement provides Uniti the option to cash settle, and it is our policy to settle 100% of the obligation in cash upon the achievement of the defined milestones. As such, there is no impact to our share count for the purposes of the earnings per share calculation. The Hunt merger agreement provides for the issuance of additional common shares upon the achievement of certain defined revenue milestones. See Note 5 . The See the accompanying table for the impact. The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2018 2017 2016 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 16,187 $ (9,439 ) $ (212 ) Less: Income allocated to participating securities (2,594 ) (1,509 ) (1,557 ) Dividends declared on convertible preferred stock (2,624 ) (2,624 ) (1,743 ) Amortization of discount on convertible preferred stock (2,980 ) (2,980 ) (1,985 ) Net income (loss) attributable to common shares $ 7,989 $ (16,552 ) $ (5,497 ) Denominator: Basic weighted-average common shares outstanding 176,169 168,693 152,473 Basic earnings (loss) per common share $ 0.05 $ (0.10 ) $ (0.04 ) Year Ended December 31, (Thousands, except per share data) 2018 2017 2016 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 16,187 $ (9,439 ) $ (212 ) Less: Income allocated to participating securities (1,665 ) (1,509 ) (1,557 ) Dividends declared on convertible preferred stock (2,624 ) (2,624 ) (1,743 ) Amortization of discount on convertible preferred stock (2,980 ) (2,980 ) (1,985 ) Mark-to-market gain on share settled contingent consideration arrangements (1,433 ) (4,944 ) — Net income (loss) attributable to common shares $ 7,485 $ (21,496 ) $ (5,497 ) Denominator: Basic weighted-average common shares outstanding 176,169 168,693 152,473 Contingent consideration (See Note 5) 645 296 — Effect of dilutive non-participating securities 257 — — Weighted-average shares for dilutive earnings per common share 177,071 168,989 152,473 Dilutive earnings (loss) per common share $ 0.04 $ (0.13 ) $ (0.04 ) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | O ur management, including our chief executive officer, who is our chief operating decision maker, manages our operations as operating business segments in addition to our corporate operations and include: Leasing : Represents a component of our REIT operations and includes the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Fiber Infrastructure : Represents the operations of our fiber business, Uniti Fiber, which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry. Towers : Represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate in the United States and Latin America. Uniti Towers is a component of our REIT operations. Consumer CLEC : Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, that prior to the Spin-Off was reported as an integrated operation within Windstream. Talk America provides local telephone, high-speed internet and long distance services to customers in the eastern and central United States. Corporate Represents our corporate office and shared service functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure defined as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the impact, which may be recurring in nature, of transaction 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 years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 699,847 $ 289,239 $ 14,617 $ 13,931 $ - $ 1,017,634 Adjusted EBITDA $ 697,545 $ 123,389 $ 355 $ 3,353 $ (21,759 ) $ 802,883 Adjusted EBITDA margin 99.7 % 42.7 % 2.4 % 24.1 % - 78.9 % Less: Interest expense 319,591 Depreciation and amortization 337,126 105,651 6,704 1,994 275 451,750 Other income (4,504 ) Transaction related costs 17,410 Stock-based compensation 8,064 Income tax benefit (5,421 ) Other (552 ) Net income $ 16,545 Capital expenditures (1) $ 152,140 $ 199,689 $ 74,932 $ - $ 114 $ 426,875 Year Ended December 31, 2017 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 685,099 $ 202,791 $ 10,055 $ 18,087 $ - $ 916,032 Adjusted EBITDA $ 683,651 $ 83,987 $ (831 ) $ 4,556 $ (21,839 ) $ 749,524 Adjusted EBITDA margin 99.8 % 41.4 % (8.3 %) 25.2 % - 81.8 % Less: Interest expense 305,994 Depreciation and amortization 347,999 78,307 4,907 2,607 385 434,205 Other expense 11,284 Transaction related costs 38,005 Stock-based compensation 7,713 Income tax benefit (38,849 ) Net loss $ (8,828 ) Capital expenditures (1) $ - $ 152,918 $ 104,540 $ - $ 63 $ 257,521 Year Ended December 31, 2016 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 676,868 $ 70,568 $ 500 $ 22,472 $ - $ 770,408 Adjusted EBITDA $ 675,114 $ 25,912 $ (1,123 ) $ 5,074 $ (14,793 ) $ 690,184 Adjusted EBITDA margin 99.7 % 36.7 % (224.6 %) 22.6 % - 89.6 % Less: Interest expense 275,394 Depreciation and amortization 343,368 28,629 337 3,258 378 375,970 Other expense - Transaction related costs 33,669 Stock-based compensation 4,846 Income tax expense 517 Net loss $ (212 ) Capital expenditures (1) $ - $ 31,006 $ 15,262 $ - $ 175 $ 46,443 (1) Segment capital expenditures represents capital expenditures, the NMS asset acquisition and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. Total assets by business segment as of December 31, 2018 and December 31, 2017 are as follows: December 31, (Thousands) 2018 2017 Leasing $ 2,119,045 $ 2,121,857 Fiber Infrastructure 2,194,311 2,009,175 Towers 231,749 157,180 Consumer CLEC 10,374 10,919 Corporate 37,458 30,951 Total of reportable segments $ 4,592,937 $ 4,330,082 Our principal geographical regions consist of the United States and Latin America, which includes Mexico, Colombia and Nicaragua. Summarized geographical information related to the Company’s revenues for the years ended December 31, 2018, 2017 and 2016 is as follows: Year Ended December 31, (Thousands) 2018 2017 2016 United States revenues $ 1,008,224 $ 908,576 $ 770,351 Latin America revenues 9,410 7,456 57 Total revenues $ 1,017,634 $ 916,032 $ 770,408 Summarized geographical information related to the Company’s long-lived assets as of December 31, 2018 and 2017 is as follows: December 31, (Thousands) 2018 2017 United States long-lived assets $ 3,543,874 $ 3,382,894 Latin America long-lived assets 96,894 98,352 Total long-lived assets $ 3,640,768 $ 3,481,246 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. 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 have fiber lease agreements and office space lease agreements under non-cancelable operating leases. Rental expense under operating leases for the years ended December 31, 2018, 2017 and 2016 approximated $28.7 million, $25.2 million and $10.9 million, respectively. 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) 2019 $ 10,585 2020 7,543 2021 4,815 2022 3,186 2023 2,382 Thereafter 15,269 Total $ 43,780 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 to us by Windstream. If Windstream assumes the Separation and Distribution Agreement and or the Master Lease in bankruptcy, it would be obligated to honor all indemnification claims arising under such agreement. If the Separation and Distribution Agreement and or the Master Lease are rejected in Windstream’s bankruptcy, any claims on the applicable indemnity would be treated as unsecured claims, and, if that were to occur, there can be no assurance we would receive any related indemnification payments from Windstream in connection with the applicable indemnity claims. 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 | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Note 16. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2018, 2017 and 2016: (Thousands) 2018 2017 2016 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ 6,351 $ (6,102 ) $ (5,427 ) Other comprehensive income (loss) before reclassifications 21,626 (7,735 ) (24,465 ) Amounts reclassified from accumulated other comprehensive income 2,624 20,630 23,790 Net other comprehensive income (loss) 30,601 6,793 (6,102 ) Less: Other comprehensive income attributable to noncontrolling interest 559 442 — Balance at end of period 30,042 6,351 (6,102 ) Foreign currency translation gain (loss): Balance at beginning of period 1,470 (267 ) — Translation adjustments (1,440 ) 1,660 (267 ) Net other comprehensive income (loss) 30 1,393 (267 ) Less: Other comprehensive loss attributable to noncontrolling interest (33 ) (77 ) — Balance at end of period 63 1,470 (267 ) Accumulated other comprehensive income (loss) at end of period $ 30,105 $ 7,821 $ (6,369 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes We elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2018, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. Subject to the temporary restriction imposed by the waiver and amendment to our Credit Agreement (see Note 10), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, generally will be restricted. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as TRSs. TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax (benefit) expense for the years ended December 31, 2018, 2017 and 2016 as reported in the accompanying Consolidated Statements of Income was comprised of the following: Year Ended December 31, (Thousands) 2018 2017 2016 Current Federal $ 674 $ 1,456 $ 1,596 State 1,290 866 1,107 Total current expense 1,964 2,322 2,703 Deferred Federal (5,451 ) (36,956 ) (1,488 ) State (1,770 ) (3,837 ) (698 ) Foreign (164 ) (378 ) - Total deferred expense (7,385 ) (41,171 ) (2,186 ) Total income tax (benefit) expense $ (5,421 ) $ (38,849 ) $ 517 An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2018 2017 2016 Income from continuing operations, before tax $ 11,124 $ (47,667 ) $ 305 Income tax at U.S. statutory federal rate 2,336 (16,687 ) 107 Increases (decreases) resulting from: State taxes, net of federal benefit (655 ) (429 ) (224 ) Benefit of REIT status (5,687 ) 8,836 (4,016 ) Capitalized transaction costs - (4,820 ) (3,915 ) Change in valuation allowance - (8,176 ) 8,176 Adjustment of deferred tax balances (26 ) (217 ) 149 Permanent differences 41 60 52 Foreign taxes (111 ) (378 ) - Rate differential (1,319 ) (17,038 ) 188 Income tax (benefit) expense $ (5,421 ) $ (38,849 ) $ 517 The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status as a REIT and the impact of corporate tax reform on certain adjustments to deferred taxes related to 2017 acquisitions, discussed below. The Tax Cuts and Jobs Act (“Tax Bill”) was enacted on December 22, 2017. The Tax Bill reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings. Consistent with Staff Accounting Bulletin No. 118 issued by the SEC, which provided for a measurement period of one year from the enactment date to finalize the accounting for effects of the Tax Bill, the Company provisionally recorded income tax benefit of $17.0 million related to the Tax Bill in the fourth quarter of 2017. During the second quarter of 2018, the purchase price allocations related to our acquisitions of Hunt Telecommunications, LLC and Southern Light, LLC were adjusted to record additional deferred tax liabilities of $3.2 million and $0.9 million, respectively, that existed as of the acquisition date. These deferred tax liabilities were recorded at the tax rate in effect as of the date of acquisition. Upon enactment of the Tax Bill, the incremental deferred tax liability would have been adjusted to the newly enacted corporate tax rate. This resulted in a decrease to the deferred tax liability and an income tax benefit of $1.3 million recorded in the second quarter of 2018. As of December 31, 2018, we have completed our accounting for the tax effects of enactment of the Tax Bill and recorded no significant adjustments to our provisional amounts other than as described above. Future regulatory and rulemaking interpretations or other guidance clarifying provisions of the Tax Bill may impact the Company’s tax position. 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, 2018 December 31, 2017 Deferred tax assets: Deferred revenue $ 20,373 $ 17,114 Accrued bonuses 298 101 Stock based compensation 823 Accrued expenses and other 857 506 Asset retirement obligation 1,458 2,023 Inventory reserve 544 1,341 Other 904 248 Net operating loss carryforwards 92,443 36,229 Deferred tax assets 117,700 57,562 Valuation allowance - - Deferred tax assets, net of valuation allowance 117,700 57,562 Deferred tax liabilities: Property, plant and equipment $ (97,651 ) $ (43,817 ) Customer list intangible (67,382 ) (68,795 ) Other intangible amortization (3,954 ) (291 ) Deferred or prepaid costs (1,147 ) - Other - (137 ) Deferred tax liabilities $ (170,134 ) $ (113,040 ) Deferred tax liability, net $ (52,434 ) $ (55,478 ) As of December 31, 2018, the Company’s deferred tax assets were primarily the result of U.S. federal and state NOL carryforwards. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. Given the Company has significant deferred tax liabilities which are not limited by Sec. 269(a)(1) of the Code, management determined that sufficient positive evidence exists as of December 31, 2018, to conclude that it is more likely than not that all of its deferred tax assets are realizable, and therefore, no valuation allowance has been recorded. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc., which had federal We have total federal NOL carryforwards as of December 31, 2018 of approximately $165.2 million which will expire between 2026 and 2037, and approximately $189.2 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Bill. With the exception of Tower Cloud, Inc., our 2015 returns remain open to examination. As Tower Cloud, Inc. has NOLs available to carry forward, the applicable tax years will generally remain open to examination several years after the applicable loss carryforwards have been utilized or expire. The Company or its subsidiaries file tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and certain foreign jurisdictions. A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2018 2017 Balance at January 1 $ 3,036 $ - Additions related to acquisitions - 3,036 Additions for tax positions for the current year - - Additions for tax positions of prior years - - Reductions for tax positions of prior years - - Settlements - - Balance at December 31 $ 3,036 $ 3,036 The Company’s entire liability for unrecognized tax benefit would affect the annual effective tax rate if recognized. On February 19, 2019 the Company announced it had agreed to sell its Uniti Towers’ business in Latin America. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2019. See Note 23 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as additional tax expense. The Company recorded no interest expense or penalties for the period ending December 31, 2018. The Company’s balance of accrued interest and penalties related to unrecognized tax benefits as of December 31, 2018 was $2.3 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 18. Supplemental Cash Flow Information Cash paid for interest expense and income taxes is as follows: Year Ended December 31, (Thousands) 2018 2017 2016 Cash payments for: Interest (net of capitalized interest) $ 281,364 $ 276,071 $ 255,945 Income Taxes $ 1,688 $ 4,388 $ 3,003 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | We have an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time. Under the Registration Statement, we have established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock having an aggregate offering price of up to $250.0 million. As of December 31, 2018, Company has issued and sold an aggregate of 5.5 million shares of common stock at a weighted average price of $20.19 per share under the ATM Program, receiving net proceeds of $109.4 million, after commissions of $1.4 million and other offering costs. On April 25, 2017, we issued 19.5 million shares of our common stock, par value $0.0001 per share. The shares were sold at a public offering price of $26.50, generating proceeds of approximately $518 million, before underwriter discounts and transaction costs. The Company used the proceeds from this offering to fund a portion of the cash consideration paid in connection with the acquisitions of Southern Light and Hunt that closed on July 3, 2017. On May 2, 2016, we issued 87,500 shares of the Company’s 3% Series A Convertible Preferred Stock, $0.0001 par value, with a liquidation value of $87.5 million. The Series A Shares are non-voting and entitle the holders to receive cumulative dividends at the rate per annum of 3.0%, payable in cash. Holders of the Series A Shares have the option to convert at any time after three years, or are mandatorily convertible after eight years at a conversion rate of 28.5714 shares of common stock per Series A Share, subject to adjustment for certain dilutive events not to exceed a conversion rate of 50.5305 shares of common stock per Series A Share. The Series A Shares provide us the option to cash or share settle, and it is our policy to settle in cash upon conversion. Upon liquidation, each holder of the Series A Shares shall be entitled to receive the liquidation preference per share of $1,000 plus an amount equal to the accumulated and unpaid dividends on such shares. The Series A Shares were recorded at inception on the Consolidated Balance Sheet as mezzanine equity at fair value. 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 180,535,971 and 0 shares, respectively, were outstanding at December 31, 2018. We had 319,464,029 shares of voting common stock available for issuance at December 31, 2018. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2018 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 20. Dividends (Distributions) Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the years ended December 31, 2018, 2017, and 2016, our common stock distribution per share was $2.40, $2.40 and $2.40, respectively, characterized as follows: Year Ended December 31, 2018 2017 2016 Ordinary dividends $ 1.53 $ 1.22 $ 1.31 Non-dividend distributions 0.87 1.18 1.09 Total $ 2.40 $ 2.40 $ 2.40 |
Future Minimum Rents
Future Minimum Rents | 12 Months Ended |
Dec. 31, 2018 | |
Leases Operating [Abstract] | |
Future Minimum Rents | Note 21. Future Minimum Rents Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2018, are as follows: (Thousands) 2019 $ 724,269 2020 693,596 2021 696,713 2022 699,561 2023 702,663 Thereafter 4,706,951 Total $ 8,223,753 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 22. Employee Benefit Plan We sponsor a defined contribution plan under section 401(k) of the Internal Revenue Code, which covers employees who are 21 years of age and over. Under this plan, we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation. Employees vest in our contribution immediately. Our expense related to the plan recognized for the years ended December 31, 2018, 2017 and 2016 was $1.2 million, $0.8 million and We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section 301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | On January 15, 2019, the Company entered into an OpCo-PropCo transaction with Macquarie Infrastructure Partners (“MIP”) to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets ("MIRA") division of Macquarie Group. Bluebird’s network is located in the Midwest across Missouri, Kansas, Illinois, and Oklahoma. In the transaction, Uniti agreed to purchase the Bluebird fiber network and MIP agreed to purchase the Bluebird operations. In addition, Uniti has agreed to sell Uniti Fiber’s Midwest operations to MIP for $37 million, including related pre-paid rent to be received from MIP at closing, while Uniti will retain its existing Midwest fiber network. Uniti is acquiring the fiber network of Bluebird for $319 million, of which $175 million will be funded by Uniti in cash and $144 million from pre-paid rent to be received from MIP at closing. These transactions are subject to regulatory and other closing conditions and are expected to close by the end of the third quarter of 2019. Concurrently with the closing of these transactions, Uniti will lease the Bluebird fiber network and its Midwest fiber network on a combined basis to MIP, under a long-term triple net lease, with initial annual cash rents of approximately $20.3 million. The lease will be reported within the results of our Leasing segment. On February 19, 2019, the Company announced it had agreed to sell Uniti Towers’ Latin America business to an entity controlled by Phoenix Towers International (“PTI”) for cash consideration of approximately $100 million. PTI will acquire approximately 500 towers located across Mexico, Colombia and Nicaragua. The transaction is subject to customary closing conditions and is expected to close by the end of the first quarter of 2019. As a result of the adverse court ruling Windstream received on February 15, 2019 (see Note 2 W e may take measures to conserve cash as we anticipate that it would be difficult for us to access the capital markets at attractive rates until uncertainty is clarified and because of the risk of disruptions in payments by Windstream during its bankruptcy proceeding. Accordingly, we may elect to suspend, delay or reduce success-based capital expenditures and our dividend to conserve cash. Because our Master Lease is essential to Windstream’s operations, we expect that any disruption in payments by Windstream would be limited, and we believe that if we take such actions, we would have adequate liquidity to fund our operations for twelve months after the date the financial statements are issued. |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (unaudited) | Note 24. Quarterly Results of Operations (unaudited) Selected quarterly information for each of the four quarters in the year ended December 31, 2018: 2018 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 246,915 $ 247,329 $ 252,636 $ 270,754 Income (loss) before income taxes 135 (6,239 ) 2,758 14,470 Net income (loss) 1,231 (3,593 ) 4,224 14,683 Net (loss) income attributable to common shareholders (870 ) (5,562 ) 2,075 12,346 Basic (loss) earnings per common share $ (0.00 ) $ (0.03 ) $ 0.01 $ 0.07 Diluted (loss) earnings per common share $ (0.01 ) $ (0.03 ) $ 0.01 $ 0.05 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 Selected quarterly information for each of the four quarters in the year ended December 31, 2017: 2017 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 211,473 $ 213,013 $ 245,210 $ 246,336 Loss before income taxes (20,379 ) (16,385 ) (3,837 ) (7,076 ) Net (loss) income (20,000 ) (16,460 ) 4,835 22,797 Net (loss) income attributable to common shareholders (21,788 ) (18,242 ) 2,939 20,539 Basic (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ 0.02 $ 0.12 Diluted (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ (0.02 ) $ 0.12 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Balance Sheets (Thousands, except par value) December 31, 2018 December 31, 2017 Assets: Cash and cash equivalents $ 261 $ 2,188 Accounts receivable, net - - Other assets - - Total Assets $ 261 $ 2,188 Liabilities: Accrued other liabilities $ 30 $ 9 Dividends payable 111,265 107,078 Cash distributions and losses in excess of investments in consolidated subsidiaries 1,388,036 1,120,120 Contingent consideration - - Notes and other debt, net - - Total liabilities 1,499,331 1,227,207 Convertible Preferred Stock , Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value 86,508 83,530 Shareholders' Deficit: Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding - - Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 180,536 shares at December 31, 2018 and 174,852 at December 31, 2017 18 17 Additional paid-in capital 757,517 644,328 Accumulated other comprehensive income 30,105 7,821 Distributions in excess of accumulated earnings (2,373,218 ) (1,960,715 ) Total Uniti shareholders' deficit (1,585,578 ) (1,308,549 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 261 $ 2,188 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Comprehensive Income Year Ended December 31, (Thousands) 2018 2017 2016 Costs and Expenses: Interest expense $ - $ 119,702 $ 267,959 General and administrative expense 22 40 4,829 Transaction related costs - - 3,945 Other expense - 9,253 - Total costs and expenses 22 128,995 276,733 Operating loss (22 ) (128,995 ) (276,733 ) Earnings from consolidated subsidiaries 16,209 119,556 276,521 Income (loss) before income taxes 16,187 (9,439 ) (212 ) Net income (loss) 16,187 (9,439 ) (212 ) Comprehensive income (loss) $ 38,472 $ 4,751 $ (1,154 ) See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Cash Flows Year Ended December 31, (Thousands) 2018 2017 2016 Cash flow from operating activities Net cash provided by (used in) operating activities $ 425,771 $ (602,530 ) $ (59,076 ) Cash flow from investing activities Consideration paid to Windstream Services - - - Net cash used in investing activities - - - Cash flow from financing activities Principal payment on debt - (5,270 ) (22,027 ) Dividends paid (426,094 ) (400,210 ) (367,830 ) Proceeds from issuance of Notes - 201,000 548,875 Borrowings under revolving credit facility - 350,000 641,000 Payments under revolving credit facility - (125,000 ) (641,000 ) Payments of contingent consideration - (18,791 ) - Purchase of noncontrolling interests - (560 ) - Deferred financing costs - (24,686 ) (20,557 ) Common stock issuance, net of costs 109,441 498,926 54,213 Net share settlement (1,604 ) (1,836 ) (2,359 ) Intercompany transactions, net (109,441 ) - (111 ) Cash in-lieu of fractional shares - - - Net cash (used in) provided by financing activities (427,698 ) 473,573 190,204 Effect of exchange rates on cash and cash equivalents - - - Net (decrease) increase in cash and cash equivalents (1,927 ) (128,957 ) 131,128 Cash and cash equivalents at beginning of period 2,188 131,145 17 Cash and cash equivalents at end of period 261 2,188 131,145 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Notes to Condensed Financial Statements Note 1. Background and Basis of Presentation Note 2. Subsidiary Transactions Investment in Subsidiaries During 2017, the parent company completed its reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of December 31, 2018, we are the sole general partner of the Operating Partnership and own approximately 97.7% of the partnership interests in the Operating Partnership. Dividends Cash dividends received from subsidiaries and recorded in Cash Flow from Operating Activities in the Condensed Statement of Cash Flows were $426.1 million and $104.9 million for the year ended December 31, 2018 and 2017, respectively. No cash dividends were received for the year ended December 31, 2016. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2018 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Account | Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts (dollars in thousands) Column A Column B Column C Column D Column E Additions Description Balance at Beginning of Period Charged to Cost and Expenses Charged to Other Deductions Balance at End of Period Valuation allowance for deferred tax assets: Year Ended December 31, 2018 $ - $ - $ - $ - $ - Year Ended December 31, 2017 $ 8,176 $ - $ - $ (8,176 ) $ - Year Ended December 31, 2016 $ - $ - $ 8,176 $ - $ 8,176 Allowance for Doubtful Accounts Year Ended December 31, 2018 $ 1,011 $ 1,333 $ - $ (56 ) $ 2,288 Year Ended December 31, 2017 $ 1,352 $ (86 ) $ 45 $ (300 ) $ 1,011 Year Ended December 31, 2016 $ - $ 1,352 $ - $ - $ 1,352 |
Schedule III - Real Estate Inve
Schedule III - Real Estate Investments and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate Investments and Accumulated Depreciation | Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2018 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Cost capitalized subsequent to acquisition (1) (3) Life on which Depreciation in Latest Income Description Encumbrances Initial cost to company (1) Improvements Carry Costs Gross Amount Carried at Close of Period (5) Accumulated Depreciation Date of Construction (2) Date Acquired (2) Statements is Computed Land $ — (1) (1) (1) $ 26,672 $ — (2) (2) Indefinite Building and improvements — (1) (1) (1) 327,280 (165,604 ) (2) (2) 3 - 40 years Poles — (1) (1) (1) 248,989 (182,577 ) (2) (2) 30 years Fiber — (1) (1) (1) 2,399,415 (1,077,827 ) (2) (2) 30 years Equipment — (1) (1) (1) 52 (21 ) (2) (2) 5 -7 years Copper — (1) (1) (1) 3,721,649 (3,243,626 ) (2) (2) 20 years Conduit — (1) (1) (1) 89,692 (59,905 ) (2) (2) 30 years Towers — (1) (1) (1) 115,351 (6,486 ) (2) (2) 20 years Real property interest — (1) (1) (1) 34,878 (1,135 ) (2) (2) See Note 3 Other assets — (1) (1) (1) 11,524 (1,945 ) (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 24,597 — (2) (2) See Note 3 (1) (2) (3) Tenant capital improvements ( 4) $ 153.6 (4) (5) Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2018 (dollars in thousands) 2018 2017 Gross amount at beginning $ 6,603,480 $ 6,256,248 Additions during period: Tenant capital improvements 153,615 227,969 Acquisitions 231,142 80,132 Other 18,439 45,552 Total additions 403,196 353,653 Deductions during period: Cost of real estate sold or disposed 6,577 6,421 Other - - Total deductions 6,577 6,421 Balance at end $ 7,000,099 $ 6,603,480 2018 2017 Gross amount of accumulated depreciation at beginning $ 4,399,789 $ 4,054,748 Additions during period: Depreciation 343,282 351,332 Other (423 ) (45 ) Total additions 342,859 351,287 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 3,522 6,246 Other - - Total deductions 3,522 6,246 Balance at end $ 4,739,126 $ 4,399,789 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
Property, Plant and Equipment | Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a capital lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2018 and 2017, the accumulated amortization of our capital lease assets was $15.8 million and $10.1 million, respectively. Certain property, plant and equipment acquired as part of our spin-off from Windstream is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of capital lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation will begin once the construction period has ceased and the related asset has been placed into service, in which it will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. |
Tenant Capital Improvements | Tenant Capital Improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Asset Retirement Obligations | Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2018 and 2017, our aggregate carrying amount of asset retirement obligations totaled $10.4 million and $9.4 million, respectively. During the year ended December 31, 2018 and 2017, we incurred liabilities of $0.1 million and $4.4 million related to asset retirement obligations, respectively. During the year ended December 31, 2018, 2017, and 2016, we recognized $0.9 million, $4.4 million, and $0.8 million of accretion expense related to asset retirement obligations, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivatives and Hedging Note 6 Note 8 |
Intangible Assets | Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives with the exception of the customer list intangible assets related to our Consumer CLEC Business, which were brought over at carry-over basis at the time of Spin-Off, and are amortized using the sum-of-the-years’-digits method over their estimated useful lives |
Foreign Currency Translation | Foreign Currency Translation |
Reclassifications | Reclassifications During 2017 and forward, we managed and reported our operations in four reportable business segments: Leasing, Fiber Infrastructure, Towers and Consumer CLEC. |
Transaction Related Costs | Transaction Related Costs |
Debt Issuance Costs | Debt Issuance Costs |
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, 2018 and 2017, no allowance was recorded related to our straight-line rent receivable. We lease certain assets to Windstream under a triple-net lease, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) on January 1, 2018 (see Note 4). Prior to the adoption of Topic 606, t We evaluate the collectability of service receivables by considering a variety of factors. The Company typically does not require collateral. When the Company becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related accounts receivable to the amount the Company reasonably believes is collectible. When appropriate, the Company also records reserves for bad debts for all other customers based on a variety of factors including the length of time the receivable is past due, the financial health of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, the Company adjusts its estimates of the recoverability of receivables as needed. At December 31, 2018 and 2017, the allowance recorded for service receivables was $2.3 million and $1.0 million, respectively. 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 11 |
Income Taxes | Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2018, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the temporary restriction imposed by the waiver and amendment to our Credit Agreement (see Note 10), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, generally will be restricted. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $3.0 million recorded in deferred incomes taxes on our Consolidated Balance Sheet. The Company will be subject to a federal corporate level tax on any gain recognized from the sale of assets occurring within a five year 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. |
Business Combinations | Business Combinations Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. No goodwill is recognized in an asset acquisition. |
Noncontrolling Interest | Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the consolidated balance sheets. |
Goodwill | Goodwill Intangibles-Goodwill and Other We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and charged to operations not exceed the carrying value of goodwill. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, capital expenditure plans, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment. Potential events that could negatively impact these assumptions or estimates include customer losses or poor execution of our business plans, which impact growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. The market approach uses market data of comparable business and acquisition multiples paid in recent transactions to estimate fair value. Declines in the comparable business and acquisitions multiples could affect the likelihood and amount of potential impairment. As of December 31, 2018 and 2017, all of our Goodwill is included in our Fiber Infrastructure segment. We performed our goodwill impairment analysis during the fourth quarter and we concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 5%. During the years ended December 31, 2018 and 2017, no impairment losses were recognized. In light of the recent developments below surrounding Windstream, as discussed in “Concentration of Credit Risks”, if there were to be changes in assumptions impacting the forecasted cash flows at Uniti Fiber, our conclusions regarding the likelihood and amount of any potential impairment could change. |
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 13 |
Concentration of Credit Risks | Concentration of Credit Risks are party to a Master Lease with Windstream from which substantially all of Uniti’s leasing revenues and operating cash flows are currently derived Because a substantial portion of our revenue and cash flows are 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, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Master Lease or otherwise experiences operating or liquidity 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, sales and cash flow, and has had its credit ratings downgraded by nationally recognized credit rating agencies multiple times over the past 12 months. In addition, Windstream has been involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities relating to our spin-off from Windstream. On December 7, 2017, the entity issued a notice of acceleration to Windstream claiming that the alleged default had matured into an “event of default” and that the principal amount, along with accrued interest, of such securities was due and payable immediately. Windstream challenged the matter in federal court and a trial was held, in July 2018. In response to the adverse outcome, on February 25, 2019, Windstream filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In bankruptcy, Windstream has the option to assume or reject the Master Lease. While we believe that the Master Lease is essential to Windstream’s operations, it is difficult to predict what could occur in a restructuring, and even a temporary disruption in payments to us may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties and avoid the imposition of liens on our properties and could impact our ability to fund other cash obligations, including dividends necessary to maintain REIT status, non-essential capital expenditures and, in an extreme case, our debt service obligations. See Note 2 Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Annual Report on Form 10-K. |
Recently Issued Accounting Standards | Recently Adopted Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2017, the FASB issued ASU No. 2017-12 , Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) See Note 4 . Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2018, the FASB issued ASU 2018-01, Leases |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2018 2017 (1) 2016 (1) Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 132,361 $ 117,574 $ 54,739 Enterprise and wholesale 63,519 36,542 7,140 E-Rate and government 74,752 43,021 8,062 Other 4,492 454 252 Fiber Infrastructure $ 275,124 $ 197,591 $ 70,193 Consumer CLEC 13,931 18,087 22,472 Total revenue from contracts with customers 289,055 215,678 92,665 Revenue accounted for under other applicable guidance 728,579 700,354 677,743 Total revenue $ 1,017,634 $ 916,032 $ 770,408 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at January 1, 2018 $ 2,490 $ 26,256 Balance at December 31, 2018 $ 5,540 $ 15,473 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Network Management Holdings LTD | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 36,417 Accounts receivable 2,826 Other assets 1,623 Intangible assets 52,437 Accounts payable, accrued expenses and other liabilities (8,895 ) Intangible liabilities (3,440 ) Deferred income taxes (18,403 ) Total purchase consideration $ 62,565 |
Information Transport Solutions, Inc. | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 4,270 Cash and cash equivalents 5,931 Accounts receivable 3,909 Other assets 7,238 Goodwill 11,210 Intangible assets 30,254 Accounts payable, accrued expenses and other liabilities (2,645 ) Deferred revenue (567 ) Total purchase consideration $ 59,600 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2017. Year Ended Year Ended (Thousands, except per share data) December 31, 2018 December 31, 2017 Pro forma revenue $ 1,054,192 $ 967,512 Pro forma net income (loss) 17,727 (6,763 ) |
Southern Light, LLC | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 279,467 Cash and cash equivalents 1,992 Accounts receivable 11,139 Other assets 1,287 Goodwill 319,508 Intangible assets 160,100 Accounts payable, accrued expenses and other liabilities (19,846 ) Deferred revenue (38,134 ) Deferred income taxes (9,892 ) Capital lease obligations (3,189 ) Total purchase consideration $ 702,432 |
Hunt Telecommunications, LLC | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 59,682 Cash and cash equivalents 3,181 Accounts receivable 4,906 Other assets 413 Goodwill 99,580 Intangible assets 73,000 Accounts payable, accrued expenses and other liabilities (3,741 ) Deferred revenue (6,036 ) Deferred income taxes (43,550 ) Capital lease obligations (164 ) Total purchase consideration $ 187,271 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2016. Year Ended Year Ended (Thousands, except per share data) December 31, 2017 December 31, 2016 Pro forma revenue $ 980,303 $ 891,373 Pro forma net income (loss) 4,267 (2,482 ) |
Tower Cloud, Inc. | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 163,680 Cash and cash equivalents 14,346 Accounts receivable 3,043 Other assets 2,595 Goodwill 117,032 Intangible assets 116,218 Accounts payable, accrued expenses and other liabilities (16,782 ) Deferred revenue (23,900 ) Deferred income taxes (24,866 ) Capital lease obligations (6,750 ) Total purchase consideration $ 344,616 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated Year Ended (Thousands, except per share data) December 31, 2016 Pro forma revenue $ 798,054 Pro forma net (loss) income (3,581 ) |
PEG Bandwidth, LLC | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 293,030 Cash and cash equivalents 7,003 Accounts receivable 6,584 Other assets 5,161 Goodwill 145,054 Intangible assets 38,000 Accounts payable, accrued expenses and other liabilities (8,643 ) Deferred revenue (12,700 ) Capital lease obligations (49,195 ) Total purchase consideration $ 424,294 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated as of the Spin-Off. Year Ended (Thousands, except per share data) December 31, 2016 Pro forma revenue $ 797,637 Pro forma net income 6,264 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value of our financial instruments at December 31, 2018 and 2017: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2018 Assets Derivative asset $ 31,043 $ — $ 31,043 $ — Total $ 31,043 $ — $ 31,043 $ — Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,877,303 $ — $ 1,877,303 $ — Senior secured notes - 6.00% , due April 15, 2023 504,625 — 504,625 — Senior unsecured notes - 8.25%, due October 15, 2023 965,700 — 965,700 — Senior unsecured notes - 7.125%, due December 15, 2024 496,500 — 496,500 — Senior secured revolving credit facility, variable rate, due April 24, 2020 639,936 — 639,936 — Contingent consideration 83,401 — — 83,401 Total $ 4,567,465 $ — $ 4,484,064 $ 83,401 (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2017 Assets Derivative asset $ 6,793 $ — $ 6,793 $ — Total $ 6,793 $ — $ 6,793 $ — Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 2,011,237 $ — $ 2,011,237 $ — Senior secured notes - 6.00% , due April 15, 2023 540,375 — 540,375 — Senior unsecured notes - 8.25%, due October 15, 2023 1,073,925 — 1,073,925 — Senior unsecured notes - 7.125%, due December 15, 2024 542,250 — 542,250 — Senior secured revolving credit facility, variable rate, due April 24, 2020 279,972 — 279,972 — Contingent consideration 105,762 — — 105,762 Total $ 4,553,521 $ — $ 4,447,759 $ 105,762 |
Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2017 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2018 Contingent consideration $ 105,762 $ — $ (3,721 ) $ (18,640 ) $ 83,401 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Carrying Value of Property, Plant and Equipment | The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2018 December 31, 2017 Land Indefinite $ 29,304 $ 27,110 Building and improvements 3 - 40 years 340,238 333,121 Real property interests See Note 3 34,878 34,580 Poles 30 years 248,989 243,710 Fiber 30 years 3,005,304 2,671,216 Equipment 5 - 7 years 256,838 201,490 Copper 20 years 3,721,649 3,656,384 Conduit 30 years 89,692 91,210 Tower assets 20 years 120,073 59,610 Capital lease assets See Note 3 123,017 93,465 Construction in progress See Note 3 137,585 112,489 Other assets 15 - 20 years 11,524 10,232 Corporate assets 3 - 7 years 4,214 7,970 8,123,305 7,542,587 Less accumulated depreciation (4,914,299 ) (4,488,698 ) Property, plant and equipment, net $ 3,209,006 $ 3,053,889 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 December 31, 2017 Interest rate swaps Derivative asset $ 31,043 $ 6,793 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill occurring during the year ended December 31, 2018 and 2017, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2016 $ 262,334 $ 262,334 Goodwill purchase accounting adjustments (248 ) (248 ) Goodwill associated with 2017 acquisitions 411,643 411,643 Goodwill at December 31, 2017 673,729 673,729 Goodwill purchase accounting adjustments 7,446 7,446 Goodwill associated with 2018 acquisitions 11,210 11,210 Goodwill at December 31, 2018 692,385 692,385 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2018 December 31, 2017 Cost Cumulative Translation Adjustment Accumulated Amortization Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Finite life intangible assets: Customer lists 451,997 - (69,393 ) 421,743 - (46,049 ) Tenant contracts 37,386 411 (3,293 ) 37,386 1,141 (1,605 ) Network (1) 13,541 144 (1,192 ) 13,541 410 (581 ) Acquired below-market leases 1,509 - (289 ) 1,509 - (138 ) Total intangible assets 506,988 477,730 Less: Accumulated amortization (74,167 ) (48,373 ) Total intangible assets, net $ 432,821 $ 429,357 Finite life intangible liabilities: Acquired above-market leases $ 3,440 $ (182 ) $ (624 ) $ 3,440 $ 15 $ (317 ) Total intangible liabilities 3,258 3,455 Less: Accumulated amortization (624 ) (317 ) Total intangible liabilities, net (2) $ 2,634 $ 3,138 (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2018 December 31, 2017 Principal amount $ 4,965,808 $ 4,626,887 Less unamortized discount, premium and debt issuance costs (119,575 ) (144,190 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,846,233 $ 4,482,697 December 31, 2018 December 31, 2017 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%) $ 2,065,808 $ (70,337 ) $ 2,086,887 $ (87,140 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (7,116 ) 550,000 (8,508 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (34,900 ) 1,110,000 (40,467 ) Senior unsecured notes - 7.125%, due December 15, 2024 600,000 (7,222 ) 600,000 (8,075 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 640,000 - 280,000 - Total $ 4,965,808 (119,575 ) $ 4,626,887 $ (144,190 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2018 are as follows: (Thousands) 2019 $ 21,080 2020 661,080 2021 21,080 2022 2,002,568 2023 1,660,000 Thereafter 600,000 Total $ 4,965,808 |
Schedule of Future Minimum Lease Payments Under Capital Lease Obligations | At December 31, 2018, future minimum lease payments under capital lease obligations are as follows: (Thousands) 2019 $ 8,683 2020 7,357 2021 6,638 2022 6,484 2023 6,457 Thereafter 52,533 Total minimum payments 88,152 Less amount representing interest (32,870 ) Total $ 55,282 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Assumptions used to Value Purchase Rights Granted Under ESPP | The following table summarizes the assumptions used to value the purchase rights granted under the ESPP during the year ended December 31, 2018: Year Ended December 31, 2018 Expected term (years) 0.5 Expected volatility 37.0 % Expected annual dividend 11.3 % Risk free rate 2.1 % |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Awards | The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2017 588,188 $ 24.00 Granted 396,705 $ 14.02 Forfeited (35,559 ) $ 19.62 Vested (281,706 ) $ 24.42 Unvested balance, December 31, 2018 667,628 $ 18.03 $ 10,395 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2018. The market value as of December 31, 2018 was $15.57 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2018, the final trading day of 2018. |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance-based Restricted Stock Units Awards | The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2017 254,625 $ 25.69 Granted 169,549 $ 19.30 Forfeited (60,970 ) $ 21.82 Vested — $ — Unvested balance, December 31, 2018 363,204 $ 23.35 $ 5,655 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2018. The market value as of December 31, 2018 was $15.57 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2018, the final trading day of 2018. |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Expected term (years) 3.0 3.0 3.0 Expected volatility 48.5 % 33.6 % 48.8 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 2.3 % 1.5 % 0.9 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2018 2017 2016 Basic earnings per share: Numerator: Net income (loss) attributable to shareholders $ 16,187 $ (9,439 ) $ (212 ) Less: Income allocated to participating securities (2,594 ) (1,509 ) (1,557 ) Dividends declared on convertible preferred stock (2,624 ) (2,624 ) (1,743 ) Amortization of discount on convertible preferred stock (2,980 ) (2,980 ) (1,985 ) Net income (loss) attributable to common shares $ 7,989 $ (16,552 ) $ (5,497 ) Denominator: Basic weighted-average common shares outstanding 176,169 168,693 152,473 Basic earnings (loss) per common share $ 0.05 $ (0.10 ) $ (0.04 ) Year Ended December 31, (Thousands, except per share data) 2018 2017 2016 Diluted earnings per share: Numerator: Net income (loss) attributable to shareholders $ 16,187 $ (9,439 ) $ (212 ) Less: Income allocated to participating securities (1,665 ) (1,509 ) (1,557 ) Dividends declared on convertible preferred stock (2,624 ) (2,624 ) (1,743 ) Amortization of discount on convertible preferred stock (2,980 ) (2,980 ) (1,985 ) Mark-to-market gain on share settled contingent consideration arrangements (1,433 ) (4,944 ) — Net income (loss) attributable to common shares $ 7,485 $ (21,496 ) $ (5,497 ) Denominator: Basic weighted-average common shares outstanding 176,169 168,693 152,473 Contingent consideration (See Note 5) 645 296 — Effect of dilutive non-participating securities 257 — — Weighted-average shares for dilutive earnings per common share 177,071 168,989 152,473 Dilutive earnings (loss) per common share $ 0.04 $ (0.13 ) $ (0.04 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 699,847 $ 289,239 $ 14,617 $ 13,931 $ - $ 1,017,634 Adjusted EBITDA $ 697,545 $ 123,389 $ 355 $ 3,353 $ (21,759 ) $ 802,883 Adjusted EBITDA margin 99.7 % 42.7 % 2.4 % 24.1 % - 78.9 % Less: Interest expense 319,591 Depreciation and amortization 337,126 105,651 6,704 1,994 275 451,750 Other income (4,504 ) Transaction related costs 17,410 Stock-based compensation 8,064 Income tax benefit (5,421 ) Other (552 ) Net income $ 16,545 Capital expenditures (1) $ 152,140 $ 199,689 $ 74,932 $ - $ 114 $ 426,875 Year Ended December 31, 2017 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 685,099 $ 202,791 $ 10,055 $ 18,087 $ - $ 916,032 Adjusted EBITDA $ 683,651 $ 83,987 $ (831 ) $ 4,556 $ (21,839 ) $ 749,524 Adjusted EBITDA margin 99.8 % 41.4 % (8.3 %) 25.2 % - 81.8 % Less: Interest expense 305,994 Depreciation and amortization 347,999 78,307 4,907 2,607 385 434,205 Other expense 11,284 Transaction related costs 38,005 Stock-based compensation 7,713 Income tax benefit (38,849 ) Net loss $ (8,828 ) Capital expenditures (1) $ - $ 152,918 $ 104,540 $ - $ 63 $ 257,521 Year Ended December 31, 2016 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 676,868 $ 70,568 $ 500 $ 22,472 $ - $ 770,408 Adjusted EBITDA $ 675,114 $ 25,912 $ (1,123 ) $ 5,074 $ (14,793 ) $ 690,184 Adjusted EBITDA margin 99.7 % 36.7 % (224.6 %) 22.6 % - 89.6 % Less: Interest expense 275,394 Depreciation and amortization 343,368 28,629 337 3,258 378 375,970 Other expense - Transaction related costs 33,669 Stock-based compensation 4,846 Income tax expense 517 Net loss $ (212 ) Capital expenditures (1) $ - $ 31,006 $ 15,262 $ - $ 175 $ 46,443 (1) Segment capital expenditures represents capital expenditures, the NMS asset acquisition and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2018 and December 31, 2017 are as follows: December 31, (Thousands) 2018 2017 Leasing $ 2,119,045 $ 2,121,857 Fiber Infrastructure 2,194,311 2,009,175 Towers 231,749 157,180 Consumer CLEC 10,374 10,919 Corporate 37,458 30,951 Total of reportable segments $ 4,592,937 $ 4,330,082 |
Summary of Geographical Segment Information Related to Revenues | Summarized geographical information related to the Company’s revenues for the years ended December 31, 2018, 2017 and 2016 is as follows: Year Ended December 31, (Thousands) 2018 2017 2016 United States revenues $ 1,008,224 $ 908,576 $ 770,351 Latin America revenues 9,410 7,456 57 Total revenues $ 1,017,634 $ 916,032 $ 770,408 |
Summary of Geographical Segment Information Related to Long Lived Assets | Summarized geographical information related to the Company’s long-lived assets as of December 31, 2018 and 2017 is as follows: December 31, (Thousands) 2018 2017 United States long-lived assets $ 3,543,874 $ 3,382,894 Latin America long-lived assets 96,894 98,352 Total long-lived assets $ 3,640,768 $ 3,481,246 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2019 $ 10,585 2020 7,543 2021 4,815 2022 3,186 2023 2,382 Thereafter 15,269 Total $ 43,780 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2018, 2017 and 2016: (Thousands) 2018 2017 2016 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ 6,351 $ (6,102 ) $ (5,427 ) Other comprehensive income (loss) before reclassifications 21,626 (7,735 ) (24,465 ) Amounts reclassified from accumulated other comprehensive income 2,624 20,630 23,790 Net other comprehensive income (loss) 30,601 6,793 (6,102 ) Less: Other comprehensive income attributable to noncontrolling interest 559 442 — Balance at end of period 30,042 6,351 (6,102 ) Foreign currency translation gain (loss): Balance at beginning of period 1,470 (267 ) — Translation adjustments (1,440 ) 1,660 (267 ) Net other comprehensive income (loss) 30 1,393 (267 ) Less: Other comprehensive loss attributable to noncontrolling interest (33 ) (77 ) — Balance at end of period 63 1,470 (267 ) Accumulated other comprehensive income (loss) at end of period $ 30,105 $ 7,821 $ (6,369 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax (benefit) expense for the years ended December 31, 2018, 2017 and 2016 as reported in the accompanying Consolidated Statements of Income was comprised of the following: Year Ended December 31, (Thousands) 2018 2017 2016 Current Federal $ 674 $ 1,456 $ 1,596 State 1,290 866 1,107 Total current expense 1,964 2,322 2,703 Deferred Federal (5,451 ) (36,956 ) (1,488 ) State (1,770 ) (3,837 ) (698 ) Foreign (164 ) (378 ) - Total deferred expense (7,385 ) (41,171 ) (2,186 ) Total income tax (benefit) expense $ (5,421 ) $ (38,849 ) $ 517 |
Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate | An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2018 2017 2016 Income from continuing operations, before tax $ 11,124 $ (47,667 ) $ 305 Income tax at U.S. statutory federal rate 2,336 (16,687 ) 107 Increases (decreases) resulting from: State taxes, net of federal benefit (655 ) (429 ) (224 ) Benefit of REIT status (5,687 ) 8,836 (4,016 ) Capitalized transaction costs - (4,820 ) (3,915 ) Change in valuation allowance - (8,176 ) 8,176 Adjustment of deferred tax balances (26 ) (217 ) 149 Permanent differences 41 60 52 Foreign taxes (111 ) (378 ) - Rate differential (1,319 ) (17,038 ) 188 Income tax (benefit) expense $ (5,421 ) $ (38,849 ) $ 517 |
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, 2018 December 31, 2017 Deferred tax assets: Deferred revenue $ 20,373 $ 17,114 Accrued bonuses 298 101 Stock based compensation 823 Accrued expenses and other 857 506 Asset retirement obligation 1,458 2,023 Inventory reserve 544 1,341 Other 904 248 Net operating loss carryforwards 92,443 36,229 Deferred tax assets 117,700 57,562 Valuation allowance - - Deferred tax assets, net of valuation allowance 117,700 57,562 Deferred tax liabilities: Property, plant and equipment $ (97,651 ) $ (43,817 ) Customer list intangible (67,382 ) (68,795 ) Other intangible amortization (3,954 ) (291 ) Deferred or prepaid costs (1,147 ) - Other - (137 ) Deferred tax liabilities $ (170,134 ) $ (113,040 ) Deferred tax liability, net $ (52,434 ) $ (55,478 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2018 2017 Balance at January 1 $ 3,036 $ - Additions related to acquisitions - 3,036 Additions for tax positions for the current year - - Additions for tax positions of prior years - - Reductions for tax positions of prior years - - Settlements - - Balance at December 31 $ 3,036 $ 3,036 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Cash Paid For Interest Expense And Income Taxes | Cash paid for interest expense and income taxes is as follows: Year Ended December 31, (Thousands) 2018 2017 2016 Cash payments for: Interest (net of capitalized interest) $ 281,364 $ 276,071 $ 255,945 Income Taxes $ 1,688 $ 4,388 $ 3,003 |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the years ended December 31, 2018, 2017, and 2016, our common stock distribution per share was $2.40, $2.40 and $2.40, respectively, characterized as follows: Year Ended December 31, 2018 2017 2016 Ordinary dividends $ 1.53 $ 1.22 $ 1.31 Non-dividend distributions 0.87 1.18 1.09 Total $ 2.40 $ 2.40 $ 2.40 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 tenants under non-cancelable operating leases as of December 31, 2018, are as follows: (Thousands) 2019 $ 724,269 2020 693,596 2021 696,713 2022 699,561 2023 702,663 Thereafter 4,706,951 Total $ 8,223,753 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly information for each of the four quarters in the year ended December 31, 2018: 2018 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 246,915 $ 247,329 $ 252,636 $ 270,754 Income (loss) before income taxes 135 (6,239 ) 2,758 14,470 Net income (loss) 1,231 (3,593 ) 4,224 14,683 Net (loss) income attributable to common shareholders (870 ) (5,562 ) 2,075 12,346 Basic (loss) earnings per common share $ (0.00 ) $ (0.03 ) $ 0.01 $ 0.07 Diluted (loss) earnings per common share $ (0.01 ) $ (0.03 ) $ 0.01 $ 0.05 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 Selected quarterly information for each of the four quarters in the year ended December 31, 2017: 2017 First Second Third Fourth (Thousands, except per share data) Quarter Quarter Quarter Quarter Total revenues $ 211,473 $ 213,013 $ 245,210 $ 246,336 Loss before income taxes (20,379 ) (16,385 ) (3,837 ) (7,076 ) Net (loss) income (20,000 ) (16,460 ) 4,835 22,797 Net (loss) income attributable to common shareholders (21,788 ) (18,242 ) 2,939 20,539 Basic (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ 0.02 $ 0.12 Diluted (loss) earnings per common share $ (0.14 ) $ (0.11 ) $ (0.02 ) $ 0.12 Dividends declared per common share $ 0.60 $ 0.60 $ 0.60 $ 0.60 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018Segment | |
Organization And Description Of Business [Line Items] | |
Number of operating business segments | 4 |
Uniti Group LP | |
Organization And Description Of Business [Line Items] | |
Percentage of partnership interests owned | 97.70% |
Basis of Presentation and Con_2
Basis of Presentation and Consolidation - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Product Information [Line Items] | |||
Consolidated secured leverage ratio | 500.00% | ||
Windstream | Revenue | |||
Product Information [Line Items] | |||
Master lease revenue percentage | 68.20% | 74.80% | 87.90% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated amortization of capital lease assets | $ 4,914,299,000 | $ 4,488,698,000 | $ 4,914,299,000 | $ 4,488,698,000 | ||
Gain (loss) on disposition of property | 0 | |||||
Depreciation expense | 425,200,000 | 415,900,000 | $ 369,900,000 | |||
Impairment losses | 0 | 0 | 0 | |||
Aggregate carrying amount of asset retirement obligations | 10,400,000 | 9,400,000 | 10,400,000 | 9,400,000 | ||
Asset retirement obligations liabilities Incurred | 100,000 | 4,400,000 | ||||
Asset retirement obligations accretion expense recognized | 900,000 | 4,400,000 | $ 800,000 | |||
Provision for doubtful accounts | 0 | 0 | ||||
Allowance for service receivables | 2,300,000 | 1,000,000 | $ 2,300,000 | 1,000,000 | ||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||
Income tax examination, description | We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | |||||
Unrecognized tax benefit | $ 3,036,000 | $ 3,036,000 | $ 3,036,000 | $ 3,036,000 | ||
Gain recognized from sale of assets after spinoff recognition period | 5 years | |||||
Windstream | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Master lease revenue percentage | 68.20% | 74.80% | 87.90% | |||
Fiber Infrastructure | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of fair value in excess of carrying value | 5.00% | 5.00% | ||||
Impairment loss | $ 0 | $ 0 | ||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Recurring fee charging period for use of company services | 3 years | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Recurring fee charging period for use of company services | 10 years | |||||
Property Plant and Equipment, Net | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Tenant funded capital improvements | $ 562,900,000 | $ 432,400,000 | $ 562,900,000 | 432,400,000 | ||
Deferred Incomes Taxes | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Unrecognized tax benefit | 3,000,000 | 3,000,000 | ||||
Master Lease | Windstream | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Leasing revenue | $ 337,600,000 | |||||
Capital Lease Assets | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated amortization of capital lease assets | $ 15,800,000 | $ 10,100,000 | 15,800,000 | 10,100,000 | ||
Tenant Capital Improvements | Master Lease | Windstream | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Leasing revenue | 23,100,000 | 14,300,000 | $ 6,100,000 | |||
Depreciation expense | $ 23,100,000 | $ 14,300,000 | $ 6,100,000 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - ASC 2014-09 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2018 | |
Revenue Recognition [Line Items] | ||
Increase in retained earnings | $ 1.9 | |
Lease receivables | $ 45.5 | 10.9 |
Receivables from contracts with customers | 57.1 | 31.2 |
Revenue recognized that was included in the contract liabilty | 14.7 | |
Future revenues under contract | 646.7 | |
Contracts currently being invoiced | 572 | |
Backlog for sales bookings | $ 74.7 | |
Average remaining contract term of backlog sales bookings | 4 years 6 months | |
General and Administrative Expense | ||
Revenue Recognition [Line Items] | ||
Impact of decrease in costs | $ (2.4) | |
Other Assets | ||
Revenue Recognition [Line Items] | ||
Deferred Costs | $ 4.9 | $ 2.5 |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | $ 289,055 | $ 215,678 | $ 92,665 | ||||||||
Total revenues | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | 1,017,634 | 916,032 | 770,408 |
Fiber Infrastructure | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 275,124 | 197,591 | 70,193 | ||||||||
Total revenues | 289,239 | 202,791 | 70,568 | ||||||||
Fiber Infrastructure | Lit Backhaul | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 132,361 | 117,574 | 54,739 | ||||||||
Fiber Infrastructure | Enterprise and Wholesale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 63,519 | 36,542 | 7,140 | ||||||||
Fiber Infrastructure | E-Rate and Government | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 74,752 | 43,021 | 8,062 | ||||||||
Fiber Infrastructure | Other | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 4,492 | 454 | 252 | ||||||||
Consumer CLEC | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 13,931 | 18,087 | 22,472 | ||||||||
Total revenues | 13,931 | 18,087 | 22,472 | ||||||||
ASC 2014-09 | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | $ 728,579 | $ 700,354 | $ 677,743 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Dec. 31, 2018USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at January 1, 2018 | $ 2,490 |
Balance, Contract Assets at December 31, 2018 | 5,540 |
Balance, Contract Liabilities at January 1, 2018 | 26,256 |
Balance, Contract Liabilities at December 31, 2018 | $ 15,473 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Dec. 31, 2018 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term | 2 years 8 months 12 days |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Additional Information (Details) | Oct. 19, 2018USD ($) | Jul. 03, 2017USD ($)shares | Jan. 31, 2017USD ($)Tower | Aug. 31, 2016USD ($)shares | May 02, 2016USD ($)shares | Jan. 22, 2016USD ($) | Dec. 31, 2018USD ($)Tower | Dec. 31, 2018USD ($)Tower | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)Tower | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash paid for business acquisition | $ 3,299,000 | $ 69,729,000 | |||||||||||||||||||
Deferred Tax Liabilities | $ 52,434,000 | $ 52,434,000 | $ 55,478,000 | $ 55,478,000 | 52,434,000 | 55,478,000 | |||||||||||||||
Unrecognized tax benefits | 3,036,000 | 3,036,000 | 3,036,000 | 3,036,000 | 3,036,000 | 3,036,000 | |||||||||||||||
Total revenues | 270,754,000 | $ 252,636,000 | $ 247,329,000 | $ 246,915,000 | 246,336,000 | $ 245,210,000 | $ 213,013,000 | $ 211,473,000 | 1,017,634,000 | 916,032,000 | $ 770,408,000 | ||||||||||
Contingent consideration | 83,401,000 | 83,401,000 | 105,762,000 | 105,762,000 | 83,401,000 | 105,762,000 | |||||||||||||||
Reduction of purchase price and goodwill | 7,446,000 | (248,000) | |||||||||||||||||||
Net operating loss | 165,200,000 | 165,200,000 | 165,200,000 | ||||||||||||||||||
Deferred tax assets gross | $ 117,700,000 | $ 117,700,000 | 57,562,000 | 57,562,000 | 117,700,000 | 57,562,000 | |||||||||||||||
Equity consideration transferred on acquisition | 122,395,000 | 259,996,000 | |||||||||||||||||||
Latin American | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total revenues | $ 9,410,000 | 7,456,000 | 57,000 | ||||||||||||||||||
Network Management Holdings LTD | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | Jan. 31, 2017 | ||||||||||||||||||||
Number of wireless towers owned | Tower | 366 | 89 | 89 | 89 | |||||||||||||||||
Cash paid for business acquisition | $ 62,600,000 | ||||||||||||||||||||
Deferred Tax Liabilities | 18,400,000 | ||||||||||||||||||||
Unrecognized tax benefits | 5,300,000 | ||||||||||||||||||||
Intangible assets | 52,437,000 | ||||||||||||||||||||
Acquired below-market leases intangible liability | $ 3,440,000 | ||||||||||||||||||||
Acquired finite-lived intangible liability, weighted average useful life | 10 years | ||||||||||||||||||||
Number of towers cancelled | Tower | 16 | 16 | 16 | ||||||||||||||||||
Network Management Holdings LTD | Customer Relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 37,400,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 22 years | ||||||||||||||||||||
Network Management Holdings LTD | Network | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 13,500,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 22 years | ||||||||||||||||||||
Network Management Holdings LTD | Acquire Above-market Leases | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 1,500,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 10 years | ||||||||||||||||||||
Network Management Holdings LTD | Latin American | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of towers additional acquisition when construction is completed | Tower | 105 | 105 | 105 | 105 | |||||||||||||||||
Network Management Holdings LTD | Mexican | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of wireless towers owned | Tower | 212 | ||||||||||||||||||||
Network Management Holdings LTD | Nicaragua | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of wireless towers owned | Tower | 54 | ||||||||||||||||||||
Network Management Holdings LTD | Colombia | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of wireless towers owned | Tower | 100 | ||||||||||||||||||||
Information Transport Solutions, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | Oct. 19, 2018 | ||||||||||||||||||||
Cash paid for business acquisition | $ 59,600,000 | ||||||||||||||||||||
Intangible assets | $ 30,254,000 | ||||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||||
Total revenues | $ 9,000,000 | ||||||||||||||||||||
Operating income (loss) | 500,000 | ||||||||||||||||||||
Business combination, transaction related costs | $ 300,000 | ||||||||||||||||||||
Information Transport Solutions, Inc. | Customer Relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 30,300,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 14 years | ||||||||||||||||||||
Southern Light, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | Jul. 3, 2017 | ||||||||||||||||||||
Cash paid for business acquisition | $ 638,100,000 | ||||||||||||||||||||
Intangible assets | $ 160,100,000 | ||||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||||
Total revenues | 45,500,000 | ||||||||||||||||||||
Operating income (loss) | 4,600,000 | ||||||||||||||||||||
Business combination, transaction related costs | 14,800,000 | ||||||||||||||||||||
Increase in deferred tax liabilities | 900,000 | ||||||||||||||||||||
Decrease to the valuation allowance | 8,000,000 | ||||||||||||||||||||
Southern Light, LLC | Common Units | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Issuance of shares | shares | 2,500,000 | ||||||||||||||||||||
Fair value of shares issued for acquisition | $ 64,300,000 | ||||||||||||||||||||
Southern Light, LLC | Customer Relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets | $ 160,100,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 15 years | ||||||||||||||||||||
Hunt Telecommunications, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | Jul. 3, 2017 | ||||||||||||||||||||
Cash paid for business acquisition | $ 129,300,000 | ||||||||||||||||||||
Intangible assets | $ 73,000,000 | ||||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||||
Total revenues | 16,500,000 | ||||||||||||||||||||
Operating income (loss) | 2,700,000 | ||||||||||||||||||||
Business combination, transaction related costs | $ 5,900,000 | ||||||||||||||||||||
Increase in deferred tax liabilities | $ 3,200,000 | ||||||||||||||||||||
Additional contingent consideration | $ 17,000,000 | ||||||||||||||||||||
Contingent consideration | $ 16,400,000 | 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||
Increase in deferred revenue | 2,200,000 | ||||||||||||||||||||
Increase in accrued liabilities | $ 1,200,000 | ||||||||||||||||||||
Hunt Telecommunications, LLC | Common Units | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Issuance of shares | shares | 1,600,000 | ||||||||||||||||||||
Fair value of shares issued for acquisition | $ 41,600,000 | ||||||||||||||||||||
Hunt Telecommunications, LLC | Customer Relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets | $ 73,000,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 18 years | ||||||||||||||||||||
Tower Cloud, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | Aug. 31, 2016 | Aug. 31, 2016 | |||||||||||||||||||
Cash paid for business acquisition | $ 187,500,000 | ||||||||||||||||||||
Deferred Tax Liabilities | 24,800,000 | ||||||||||||||||||||
Intangible assets | $ 116,218,000 | ||||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||||
Total revenues | $ 13,500,000 | ||||||||||||||||||||
Operating income (loss) | $ (2,100,000) | ||||||||||||||||||||
Business combination, transaction related costs | $ 9,100,000 | ||||||||||||||||||||
Additional contingent consideration | $ 130,000,000 | ||||||||||||||||||||
Contingent consideration | 98,600,000 | $ 73,400,000 | $ 73,400,000 | $ 73,400,000 | |||||||||||||||||
Reduction of purchase price and goodwill | $ (200,000) | ||||||||||||||||||||
Goodwill expected to be deductible for income tax purposes | 0 | ||||||||||||||||||||
Net operating loss | 81,200,000 | $ 18,300,000 | $ 18,300,000 | $ 18,300,000 | |||||||||||||||||
Deferred tax assets gross | $ 37,000,000 | ||||||||||||||||||||
Tower Cloud, Inc. | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | ||||||||||||||||||||
Operating loss carry forwards expiration year | 2026 | 2026 | |||||||||||||||||||
Tower Cloud, Inc. | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Operating loss carry forwards expiration year | 2036 | 2036 | |||||||||||||||||||
Tower Cloud, Inc. | Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Issuance of shares | shares | 1,900,000 | ||||||||||||||||||||
Fair value of shares issued for acquisition | $ 58,500,000 | ||||||||||||||||||||
Tower Cloud, Inc. | Customer Relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets | $ 116,200,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | ||||||||||||||||||||
PEG Bandwidth, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | May 2, 2016 | ||||||||||||||||||||
Cash paid for business acquisition | $ 322,500 | ||||||||||||||||||||
Intangible assets | $ 38,000,000 | ||||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||||
Total revenues | $ 57,000,000 | ||||||||||||||||||||
Operating income (loss) | $ (8,800,000) | ||||||||||||||||||||
Business combination, transaction related costs | $ 11,200,000 | ||||||||||||||||||||
PEG Bandwidth, LLC | Trademarks | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Indefinite-lived Intangible assets acquired | $ 2,000,000 | ||||||||||||||||||||
PEG Bandwidth, LLC | Series A Convertible Preferred Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Issuance of shares | shares | 87,500 | ||||||||||||||||||||
Fair value of shares issued for acquisition | $ 78,600 | ||||||||||||||||||||
Percentage of dividend rate on convertible preferred stock | 3.00% | ||||||||||||||||||||
PEG Bandwidth, LLC | Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Issuance of shares | shares | 1,000,000 | ||||||||||||||||||||
Fair value of shares issued for acquisition | $ 23,200 | ||||||||||||||||||||
PEG Bandwidth, LLC | Customer Relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 36,000,000 | ||||||||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 17 years | ||||||||||||||||||||
Summit Wireless Infrastructure, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition date | Jan. 22, 2016 | ||||||||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||||||||
Summit Wireless Infrastructure, LLC | Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Equity consideration transferred on acquisition | $ 1,100,000 |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 19, 2018 | Dec. 31, 2017 | Jul. 03, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | May 02, 2016 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 692,385 | $ 673,729 | $ 262,334 | |||||
Network Management Holdings LTD | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 36,417 | |||||||
Accounts receivable | 2,826 | |||||||
Other assets | 1,623 | |||||||
Intangible assets | 52,437 | |||||||
Accounts payable, accrued expenses and other liabilities | (8,895) | |||||||
Intangible liabilities | (3,440) | |||||||
Deferred income taxes | (18,403) | |||||||
Total purchase consideration | $ 62,565 | |||||||
Information Transport Solutions, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 4,270 | |||||||
Cash and cash equivalents | 5,931 | |||||||
Accounts receivable | 3,909 | |||||||
Other assets | 7,238 | |||||||
Goodwill | 11,210 | |||||||
Intangible assets | 30,254 | |||||||
Accounts payable, accrued expenses and other liabilities | (2,645) | |||||||
Deferred revenue | (567) | |||||||
Total purchase consideration | $ 59,600 | |||||||
Southern Light, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 279,467 | |||||||
Cash and cash equivalents | 1,992 | |||||||
Accounts receivable | 11,139 | |||||||
Other assets | 1,287 | |||||||
Goodwill | 319,508 | |||||||
Intangible assets | 160,100 | |||||||
Accounts payable, accrued expenses and other liabilities | (19,846) | |||||||
Deferred revenue | (38,134) | |||||||
Deferred income taxes | (9,892) | |||||||
Capital lease obligations | (3,189) | |||||||
Total purchase consideration | 702,432 | |||||||
Hunt Telecommunications, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | 59,682 | |||||||
Cash and cash equivalents | 3,181 | |||||||
Accounts receivable | 4,906 | |||||||
Other assets | 413 | |||||||
Goodwill | 99,580 | |||||||
Intangible assets | 73,000 | |||||||
Accounts payable, accrued expenses and other liabilities | (3,741) | |||||||
Deferred revenue | (6,036) | |||||||
Deferred income taxes | (43,550) | |||||||
Capital lease obligations | (164) | |||||||
Total purchase consideration | $ 187,271 | |||||||
Tower Cloud, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 163,680 | |||||||
Cash and cash equivalents | 14,346 | |||||||
Accounts receivable | 3,043 | |||||||
Other assets | 2,595 | |||||||
Goodwill | 117,032 | |||||||
Intangible assets | 116,218 | |||||||
Accounts payable, accrued expenses and other liabilities | (16,782) | |||||||
Deferred revenue | (23,900) | |||||||
Deferred income taxes | (24,866) | |||||||
Capital lease obligations | (6,750) | |||||||
Total purchase consideration | $ 344,616 | |||||||
PEG Bandwidth, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 293,030 | |||||||
Cash and cash equivalents | 7,003 | |||||||
Accounts receivable | 6,584 | |||||||
Other assets | 5,161 | |||||||
Goodwill | 145,054 | |||||||
Intangible assets | 38,000 | |||||||
Accounts payable, accrued expenses and other liabilities | (8,643) | |||||||
Deferred revenue | (12,700) | |||||||
Capital lease obligations | (49,195) | |||||||
Total purchase consideration | $ 424,294 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Unaudited Pro Forma Summary of Financial Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Information Transport Solutions, Inc. | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $ 1,054,192 | $ 967,512 | |
Pro forma net income (loss) | $ 17,727 | (6,763) | |
Hunt Telecommunications, LLC | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | 980,303 | $ 891,373 | |
Pro forma net income (loss) | $ 4,267 | (2,482) | |
Tower Cloud, Inc. | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | 798,054 | ||
Pro forma net income (loss) | (3,581) | ||
PEG Bandwidth, LLC | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | 797,637 | ||
Pro forma net income (loss) | $ 6,264 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Derivative asset | $ 31,043 | $ 6,793 |
Total | 31,043 | 6,793 |
Liabilities | ||
Contingent consideration | 83,401 | 105,762 |
Total | 4,567,465 | 4,553,521 |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,877,303 | 2,011,237 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 504,625 | 540,375 |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 965,700 | 1,073,925 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 496,500 | 542,250 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 639,936 | 279,972 |
Prices with Other Observable Inputs (Level 2) | ||
Assets | ||
Derivative asset | 31,043 | 6,793 |
Total | 31,043 | 6,793 |
Liabilities | ||
Total | 4,484,064 | 4,447,759 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,877,303 | 2,011,237 |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 504,625 | 540,375 |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 965,700 | 1,073,925 |
Prices with Other Observable Inputs (Level 2) | 7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 496,500 | 542,250 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 639,936 | 279,972 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 83,401 | 105,762 |
Total | $ 83,401 | $ 105,762 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
6.00% Senior Secured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 6.00% | 6.00% |
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 |
8.25% Senior Unsecured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 8.25% | 8.25% |
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 |
7.125% Senior Unsecured Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance senior notes, stated percentage | 7.125% | 7.125% |
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 |
Senior Secured Term Loan B Facility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 |
Senior Secured Revolving Credit Facility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Jan. 04, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 03, 2017 | Aug. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Principal amount of notes and other debt | $ 4,965,808 | $ 4,626,887 | ||||
Estimated fair value of future contingent consideration | 83,401 | 105,762 | ||||
Payments of contingent consideration | 18,640 | 19,999 | ||||
Increase (decrease) in fair value of contingent consideration liability | (3,721) | 10,736 | ||||
Contingent consideration settled through issuance of common shares, fair value | $ 122,395 | $ 259,996 | ||||
Hunt Telecommunications, LLC | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of future contingent consideration | 10,000 | $ 16,400 | ||||
Hunt Telecommunications, LLC | Subsequent Events | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent consideration settled through issuance of common shares | 645,385 | |||||
Contingent consideration settled through issuance of common shares, fair value | $ 11,200 | |||||
Tower Cloud, Inc. | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimated fair value of future contingent consideration | 73,400 | $ 98,600 | ||||
Payments of contingent consideration | 18,600 | |||||
Prices with Other Observable Inputs (Level 2) | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Notes and other debt, fair value | $ 4,500,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 105,762 |
(Gain)/Loss included in earnings | (3,721) |
Settlements | (18,640) |
Contingent consideration, ending balance | $ 83,401 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,123,305 | $ 7,542,587 |
Less accumulated depreciation | (4,914,299) | (4,488,698) |
Property, plant and equipment, net | 3,209,006 | 3,053,889 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 29,304 | 27,110 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 340,238 | 333,121 |
Building and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Building and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 40 years | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 248,989 | 243,710 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,005,304 | 2,671,216 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 256,838 | 201,490 |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 5 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Copper | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 3,721,649 | 3,656,384 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 89,692 | 91,210 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 120,073 | 59,610 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,524 | 10,232 |
Other assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 15 years | |
Other assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Corporate assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,214 | 7,970 |
Corporate assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Corporate assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Real Property Interests | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 34,878 | 34,580 |
Capital Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 123,017 | 93,465 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 137,585 | $ 112,489 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 425.2 | $ 415.9 | $ 369.9 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Unrealized gain on derivative instruments | $ 21,600,000 | $ 7,700,000 | $ 24,500,000 |
Reclassification out of other comprehensive income into interest expense | 319,591,000 | 305,994,000 | 275,394,000 |
Ineffective portions of change in fair value derivatives | 0 | 0 | 0 |
Amounts reported in AOCI that will be reclassified into interest expense during the next twelve months | 4,100,000 | ||
Reclassification Out of Other Comprehensive Income | Designated as Cash Flow Hedges | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Reclassification out of other comprehensive income into interest expense | 2,600,000 | $ 20,600,000 | $ 23,800,000 |
Interest Rate Swap | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Derivative, notional value | $ 2,070,000,000 | ||
Derivative, maturity date | Oct. 24, 2022 | ||
Derivative, weighted average fixed rate paid | 2.105% | ||
Interest Rate Swap | Minimum | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
LIBOR, variable rate | 1.00% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 31,043 | $ 6,793 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 31,043 | $ 6,793 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Goodwill at December 31, 2016 | $ 673,729 | $ 262,334 |
Goodwill purchase accounting adjustments | 7,446 | (248) |
Goodwill associated with acquisitions | 11,210 | 411,643 |
Goodwill at December 31, 2017 | 692,385 | 673,729 |
Fiber Infrastructure | ||
Goodwill [Line Items] | ||
Goodwill at December 31, 2016 | 673,729 | 262,334 |
Goodwill purchase accounting adjustments | 7,446 | (248) |
Goodwill associated with acquisitions | 11,210 | 411,643 |
Goodwill at December 31, 2017 | $ 692,385 | $ 673,729 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Original Cost | $ 506,988 | $ 477,730 | |
Less: Accumulated amortization | (74,167) | (48,373) | |
Total intangible assets, net | 432,821 | 429,357 | |
Trade Names | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Original Cost | 2,000 | 2,000 | |
Customer Lists | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 451,997 | 421,743 | |
Less: Accumulated amortization | (69,393) | (46,049) | |
Tenant Contracts | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 37,386 | 37,386 | |
Less: Accumulated amortization | (3,293) | (1,605) | |
Finite life intangible assets, Cumulative translation adjustment | 411 | 1,141 | |
Network | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 13,541 | 13,541 |
Less: Accumulated amortization | [1] | (1,192) | (581) |
Finite life intangible assets, Cumulative translation adjustment | [1] | 144 | 410 |
Acquired Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 1,509 | 1,509 | |
Less: Accumulated amortization | (289) | (138) | |
Acquire Above-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Acquired above-market leases | 3,440 | 3,440 | |
Finite life intangible liabilities, Cost | 3,258 | 3,455 | |
Less: Accumulated amortization | (624) | (317) | |
Total intangible liabilities, net | [2] | 2,634 | 3,138 |
Finite life intangible liabilities, Cumulative translation adjustment | $ (182) | $ 15 | |
[1] | Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity as of the valuation date. | ||
[2] | Recorded in accounts payable, accrued expenses and other liabilities, net on the Consolidated Balance Sheet. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Remaining weighted average amortization period of intangible assets | 18 years 3 months 18 days | ||
Amortization | $ 25.5 | $ 18.3 | $ 6.1 |
Estimated amortization expense for 2019 | 26.6 | ||
Estimated amortization expense for 2020 | 26.1 | ||
Estimated amortization expense for 2021 | 25.6 | ||
Estimated amortization expense for 2022 | 25.2 | ||
Estimated amortization expense for 2023 | $ 25.1 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | $ 4,965,808 | $ 4,626,887 |
Less unamortized discount, premium and debt issuance costs | (119,575) | (144,190) |
Notes and other debt less unamortized discount and debt issuance costs | 4,846,233 | 4,482,697 |
Senior Secured Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 2,065,808 | 2,086,887 |
Less unamortized discount, premium and debt issuance costs | (70,337) | (87,140) |
Senior Secured Notes - 6.00% Due April 15, 2023 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 550,000 | 550,000 |
Less unamortized discount, premium and debt issuance costs | (7,116) | (8,508) |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 1,110,000 | 1,110,000 |
Less unamortized discount, premium and debt issuance costs | (34,900) | (40,467) |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 600,000 | 600,000 |
Less unamortized discount, premium and debt issuance costs | (7,222) | (8,075) |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | $ 640,000 | $ 280,000 |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Senior Secured Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 |
Debt instrument, imputed interest rate | 5.66% | 5.66% |
Senior Secured Notes - 6.00% Due April 15, 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 |
Debt instrument, imputed interest rate | 6.29% | 6.29% |
Issuance senior notes, stated percentage | 6.00% | 6.00% |
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 |
Debt instrument, imputed interest rate | 9.06% | 9.06% |
Issuance senior notes, stated percentage | 8.25% | 8.25% |
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 |
Issuance senior notes, stated percentage | 7.125% | 7.125% |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) $ in Thousands | Mar. 18, 2019 | May 08, 2017 | Dec. 15, 2016 | Jun. 09, 2016 | Apr. 25, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 28, 2017 | Apr. 27, 2017 | Apr. 24, 2015 |
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 4,965,808 | $ 4,626,887 | |||||||||
Consolidated secured leverage ratio | 500.00% | ||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | ||||||||||
Amortization of deferred financing costs | $ 14,700 | 13,600 | $ 7,800 | ||||||||
Subsequent Events | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | ||||||||||
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% | ||||||||||
CSL Capital, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, debt default, description of violation or event of default | In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. | ||||||||||
Debt Instrument, debt default, amount | $ 75,000 | ||||||||||
Senior Secured Term Loan B Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 2,065,808 | $ 2,086,887 | |||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | |||||||||
Senior Secured Term Loan B Facility | Subsequent Events | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Oct. 24, 2022 | ||||||||||
Senior Secured Term Loan B Facility | London Interbank Offered Rate (LIBOR) | Subsequent Events | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance senior notes, stated percentage | 1.00% | ||||||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||||||
Debt instrument, increase in basis spread on variable rate | 2.00% | ||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of senior notes, principal amount | $ 2,140,000 | ||||||||||
Debt amortization percentage | 1.00% | ||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance senior notes, stated percentage | 1.00% | ||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 550,000 | $ 550,000 | |||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | |||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | |||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of senior notes, principal amount | $ 150,000 | $ 550,000 | $ 400,000 | ||||||||
Notes issued price percentage at par | 99.25% | 100.00% | |||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 1,110,000 | $ 1,110,000 | |||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | |||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | |||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | CSL Capital, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance of senior notes, principal amount | $ 1,110,000 | ||||||||||
Notes issued price percentage at par | 97.055% | ||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 600,000 | $ 600,000 | |||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | |||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | |||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 600,000 | ||||||||||
Issuance of senior notes, principal amount | $ 200,000 | $ 400,000 | |||||||||
Notes issued price percentage at par | 100.50% | 100.00% | |||||||||
Senior Secured Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument amount | $ 640,000 | $ 280,000 | |||||||||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 | |||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitments under revolving credit facility | $ 750,000 | $ 500,000 | |||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||
Senior Secured Revolving Credit Facility | CSL Capital, LLC | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.25% |
Notes and Other Debt - Schedu_3
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long Term Debt By Maturity [Abstract] | ||
2019 | $ 21,080 | |
2020 | 661,080 | |
2021 | 21,080 | |
2022 | 2,002,568 | |
2023 | 1,660,000 | |
Thereafter | 600,000 | |
Total | $ 4,965,808 | $ 4,626,887 |
Notes and Other Debt - Schedu_4
Notes and Other Debt - Schedule of Future Minimum Lease Payments Under Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long Term Debt [Abstract] | |
2019 | $ 8,683 |
2020 | 7,357 |
2021 | 6,638 |
2022 | 6,484 |
2023 | 6,457 |
Thereafter | 52,533 |
Total minimum payments | 88,152 |
Less amount representing interest | (32,870) |
Total | $ 55,282 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | May 17, 2018 | Feb. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 319,464,029 | ||||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 2,000,000 | ||||
Dividend yield | 11.30% | ||||
Number of shares authorized | 2,000,000 | ||||
Plan period description | Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. | ||||
Maximum employee subscription rate based on annual earnings, percentage | 15.00% | ||||
Maximum amount withheld by employee to purchase common stock | $ 25,000 | ||||
Purchase price of common stock, percentage | 85.00% | ||||
Number of shares sold to employees | 0 | ||||
Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 396,705 | 234,294 | 308,146 | ||
Fair value of shares granted | $ 5,500,000 | ||||
Awards vesting period | 3 years | ||||
Shares available for future issuance | 4,724,876 | ||||
Weighted-average fair value | $ 14.02 | $ 25.56 | $ 20.56 | ||
Total fair value of shares vesting | $ 6,900,000 | $ 2,900,000 | |||
Unrecognized compensation expense | $ 6,200,000 | ||||
Weighted average vesting period | 10 months 24 days | ||||
Number of shares forfeited | 35,559 | ||||
Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 169,549 | 169,549 | 91,995 | 101,660 | |
Weighted-average fair value | $ 19.30 | $ 33.75 | $ 20.71 | ||
Unrecognized compensation expense | $ 3,700,000 | ||||
Weighted average vesting period | 1 year 4 months 24 days | ||||
Performance period | 3 years | ||||
Percentage of target amount | 100.00% | ||||
Aggregate value | $ 3,300,000 | ||||
Number of shares forfeited | 60,970 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Performance Awards | Termination of Service | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares forfeited | 0 | ||||
Performance Awards | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 0.00% | ||||
Performance Awards | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 200.00% | ||||
Restricted Stock Awards, Performance-Based Awards and ESPP | General And Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense recognized during the period | $ 8,100,000 | $ 7,700,000 | $ 4,800,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unvested balance | 588,188 | |||
Granted | 396,705 | 234,294 | 308,146 | |
Forfeited | (35,559) | |||
Vested | (281,706) | |||
Unvested balance | 667,628 | 588,188 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 24 | |||
Granted, Weighted Average Fair Value at Grant Date | 14.02 | $ 25.56 | $ 20.56 | |
Forfeited, Weighted Average Fair Value at Grant Date | 19.62 | |||
Vested, Weighted Average Fair Value at Grant Date | 24.42 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 18.03 | $ 24 | ||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 10,395 | ||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2018. The market value as of December 31, 2018 was $15.57 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2018, the final trading day of 2018. |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Parenthetical) (Details) | Dec. 31, 2018$ / shares |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 15.57 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested balance | 254,625 | ||||
Granted | 169,549 | 169,549 | 91,995 | 101,660 | |
Forfeited | (60,970) | ||||
Unvested balance | 363,204 | 254,625 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 25.69 | ||||
Granted, Weighted Average Fair Value at Grant Date | 19.30 | $ 33.75 | $ 20.71 | ||
Forfeited, Weighted Average Fair Value at Grant Date | 21.82 | ||||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 23.35 | $ 25.69 | |||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 5,655 | |||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2018. The market value as of December 31, 2018 was $15.57 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2018, the final trading day of 2018. |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Parenthetical) (Details) | Dec. 31, 2018$ / shares |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 15.57 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 3 years | 3 years | 3 years |
Expected volatility | 48.50% | 33.60% | 48.80% |
Expected annual dividend | 0.00% | 0.00% | 0.00% |
Risk free rate | 2.30% | 1.50% | 0.90% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions used to Value Purchase Rights Granted Under ESPP (Details) - Employee Stock Purchase Plan | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (years) | 6 months |
Expected volatility | 37.00% |
Expected annual dividend | 11.30% |
Risk free rate | 2.10% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jun. 24, 2016USD ($)shares | Jun. 15, 2016shares | May 31, 2016USD ($)Tower | Apr. 25, 2015$ / sharesshares | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | shares | 180,536,000 | 174,852,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
General and administrative expense | $ 85,198,000 | $ 72,045,000 | $ 35,402,000 | ||||||
Operating expense | 137,065,000 | 102,176,000 | 49,668,000 | ||||||
Payments related to tax withholding for share-based compensation | $ 1,605,000 | $ 1,836,000 | $ 2,359,000 | ||||||
Windstream | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares withheld to satisfy minimum statutory tax-withholding obligations | shares | 91,412 | ||||||||
Payments related to tax withholding for share-based compensation | $ 1,900,000 | ||||||||
Number of wireless towers owned | Tower | 32 | ||||||||
Number of wireless towers owned by operating rights | Tower | 49 | ||||||||
Purchase price of wireless towers to be acquired | $ 3,000,000 | ||||||||
Windstream | Master Lease | |||||||||
Related Party Transaction [Line Items] | |||||||||
Leasing revenue | 337,600,000 | ||||||||
Windstream | Transitional Service Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
General and administrative expense | $ 19,000 | ||||||||
Windstream | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Disposition of common stock in exchange for debt | shares | 14,700,000 | ||||||||
Windstream | Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | shares | 14,700,000 | ||||||||
Proceeds from disposition of common stock | $ 0 | ||||||||
Windstream | Consumer CLEC Business | Wholesale Master Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating expense | 6,600,000 | ||||||||
Windstream | Consumer CLEC Business | Master Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating expense | $ 900,000 | ||||||||
Spinoff | Windstream | Consumer CLEC Business | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | shares | 149,800,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Spinoff | Windstream | Consumer CLEC Business | Uniti Group Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
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 - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Percentage of settlement of obligation in cash upon achievement of defined milestones | 100.00% | |||
Tower Cloud, Inc. | Minimum | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | |||
Performance Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 76,000 | 220,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net income (loss) attributable to shareholders | $ 16,187 | $ (9,439) | $ (212) | ||||||||
Less: Income allocated to participating securities | (2,594) | (1,509) | (1,557) | ||||||||
Dividends declared on convertible preferred stock | (2,624) | (2,624) | (1,743) | ||||||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | (1,985) | ||||||||
Net income (loss) attributable to common shareholders | $ 12,346 | $ 2,075 | $ (5,562) | $ (870) | $ 20,539 | $ 2,939 | $ (18,242) | $ (21,788) | $ 7,989 | $ (16,552) | $ (5,497) |
Denominator: | |||||||||||
Basic weighted-average common shares outstanding | 176,169 | 168,693 | 152,473 | ||||||||
Basic earnings (loss) per common share | $ 0.07 | $ 0.01 | $ (0.03) | $ 0 | $ 0.12 | $ 0.02 | $ (0.11) | $ (0.14) | $ 0.05 | $ (0.10) | $ (0.04) |
Numerator: | |||||||||||
Net income (loss) attributable to shareholders | $ 16,187 | $ (9,439) | $ (212) | ||||||||
Less: Income allocated to participating securities | (1,665) | (1,509) | (1,557) | ||||||||
Dividends declared on convertible preferred stock | (2,624) | (2,624) | (1,743) | ||||||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | (1,985) | ||||||||
Mark-to-market gain on share settled contingent consideration arrangements | (1,433) | (4,944) | |||||||||
Net income (loss) attributable to common shares | $ 7,485 | $ (21,496) | $ (5,497) | ||||||||
Denominator: | |||||||||||
Basic weighted-average common shares outstanding | 176,169 | 168,693 | 152,473 | ||||||||
Contingent consideration | 645 | 296 | |||||||||
Effect of dilutive non-participating securities | 257 | ||||||||||
Weighted-average shares for dilutive earnings per common share | 177,071 | 168,989 | 152,473 | ||||||||
Dilutive earnings (loss) per common share | $ 0.05 | $ 0.01 | $ (0.03) | $ (0.01) | $ 0.12 | $ (0.02) | $ (0.11) | $ (0.14) | $ 0.04 | $ (0.13) | $ (0.04) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | $ 1,017,634 | $ 916,032 | $ 770,408 | |
Adjusted EBITDA | $ 802,883 | $ 749,524 | $ 690,184 | |||||||||
Adjusted EBITDA margin | 78.90% | 81.80% | 89.60% | |||||||||
Interest expense | $ 319,591 | $ 305,994 | $ 275,394 | |||||||||
Depreciation and amortization | 451,750 | 434,205 | 375,970 | |||||||||
Other (income) expense | (4,504) | 11,284 | ||||||||||
Transaction related costs | 17,410 | 38,005 | 33,669 | |||||||||
Stock-based compensation | 8,064 | 7,713 | 4,846 | |||||||||
Income tax (benefit) expense | (5,421) | (38,849) | 517 | |||||||||
Other | (552) | |||||||||||
Net income (loss) | $ 14,683 | $ 4,224 | $ (3,593) | $ 1,231 | $ 22,797 | $ 4,835 | $ (16,460) | $ (20,000) | 16,545 | (8,828) | (212) | |
Capital expenditures | [1] | 426,875 | 257,521 | 46,443 | ||||||||
Leasing | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 699,847 | 685,099 | 676,868 | |||||||||
Adjusted EBITDA | $ 697,545 | $ 683,651 | $ 675,114 | |||||||||
Adjusted EBITDA margin | 99.70% | 99.80% | 99.70% | |||||||||
Depreciation and amortization | $ 337,126 | $ 347,999 | $ 343,368 | |||||||||
Capital expenditures | [1] | 152,140 | ||||||||||
Fiber Infrastructure | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 289,239 | 202,791 | 70,568 | |||||||||
Adjusted EBITDA | $ 123,389 | $ 83,987 | $ 25,912 | |||||||||
Adjusted EBITDA margin | 42.70% | 41.40% | 36.70% | |||||||||
Depreciation and amortization | $ 105,651 | $ 78,307 | $ 28,629 | |||||||||
Capital expenditures | [1] | 199,689 | 152,918 | 31,006 | ||||||||
Towers | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 14,617 | 10,055 | 500 | |||||||||
Adjusted EBITDA | $ 355 | $ (831) | $ (1,123) | |||||||||
Adjusted EBITDA margin | 2.40% | (8.30%) | (224.60%) | |||||||||
Depreciation and amortization | $ 6,704 | $ 4,907 | $ 337 | |||||||||
Capital expenditures | [1] | 74,932 | 104,540 | 15,262 | ||||||||
Consumer CLEC | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 13,931 | 18,087 | 22,472 | |||||||||
Adjusted EBITDA | $ 3,353 | $ 4,556 | $ 5,074 | |||||||||
Adjusted EBITDA margin | 24.10% | 25.20% | 22.60% | |||||||||
Depreciation and amortization | $ 1,994 | $ 2,607 | $ 3,258 | |||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Adjusted EBITDA | (21,759) | (21,839) | (14,793) | |||||||||
Depreciation and amortization | 275 | 385 | 378 | |||||||||
Capital expenditures | [1] | $ 114 | $ 63 | $ 175 | ||||||||
[1] | Segment capital expenditures represents capital expenditures, the NMS asset acquisition and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,592,937 | $ 4,330,082 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,119,045 | 2,121,857 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,194,311 | 2,009,175 |
Towers | ||
Segment Reporting Information [Line Items] | ||
Total assets | 231,749 | 157,180 |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Total assets | 10,374 | 10,919 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 37,458 | $ 30,951 |
Segment Information - Summary_2
Segment Information - Summary of Geographical Segment Information Related to Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Total revenues | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | $ 1,017,634 | $ 916,032 | $ 770,408 |
United States | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Total revenues | 1,008,224 | 908,576 | 770,351 | ||||||||
Latin American | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Total revenues | $ 9,410 | $ 7,456 | $ 57 |
Segment Information - Summary_3
Segment Information - Summary of Geographical Segment Information Related to Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 3,640,768 | $ 3,481,246 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 3,543,874 | 3,382,894 |
Latin American | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 96,894 | $ 98,352 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rental expense under operating leases | $ 28,700,000 | $ 25,200,000 | $ 10,900,000 |
Obligations under tax matters agreement | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 | $ 10,585 |
2020 | 7,543 |
2021 | 4,815 |
2022 | 3,186 |
2023 | 2,382 |
Thereafter | 15,269 |
Total | $ 43,780 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | $ (1,308,549) | ||
Changes in foreign currency translation | (1,440) | $ 1,660 | $ (267) |
Net other comprehensive income (loss) | 22,811 | 14,555 | (942) |
Balance at end of period | (1,585,578) | (1,308,549) | |
Accumulated other comprehensive income (loss) at end of period | 30,105 | 7,821 | (6,369) |
Cash Flow Hedge Changes in Fair Value Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 6,351 | (6,102) | (5,427) |
Other comprehensive income (loss) before reclassifications | 21,626 | (7,735) | (24,465) |
Amounts reclassified from accumulated other comprehensive income | 2,624 | 20,630 | 23,790 |
Net other comprehensive income (loss) | 30,601 | 6,793 | (6,102) |
Less: Other comprehensive income attributable to noncontrolling interest | 559 | 442 | |
Balance at end of period | 30,042 | 6,351 | (6,102) |
Foreign Currency Translation Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 1,470 | (267) | |
Changes in foreign currency translation | (1,440) | 1,660 | (267) |
Net other comprehensive income (loss) | 30 | 1,393 | (267) |
Less: Other comprehensive income attributable to noncontrolling interest | (33) | (77) | |
Balance at end of period | $ 63 | $ 1,470 | $ (267) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 15, 2019 | Jul. 03, 2017 | Aug. 31, 2016 | |
Income Taxes [Line Items] | ||||||||
Annual distribution requirement to shareholders | 90.00% | |||||||
U.S. federal corporate tax rate | 21.00% | 35.00% | ||||||
Provisional income tax benefit | $ 17,000,000 | |||||||
Decrease in deferred tax liability and income tax benefit | $ (1,300,000) | |||||||
Deferred tax asset, valuation allowance | $ 0 | |||||||
Net operating loss | $ 165,200,000 | |||||||
Percentage of net operating loss carryforwards limitation. | 80.00% | |||||||
Net operating loss limitations on use | Approximately $186.3 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Bill. | |||||||
Income tax examination, year open to examination | 2015 | |||||||
Interest and penalties net of tax recognized | $ 0 | |||||||
Accrued interest and penalties on unrecognized tax benefits | $ 2,300,000 | |||||||
Earliest Tax Year | ||||||||
Income Taxes [Line Items] | ||||||||
Operating loss carry forwards expiration year | 2026 | |||||||
Latest Tax Year | ||||||||
Income Taxes [Line Items] | ||||||||
Operating loss carry forwards expiration year | 2037 | |||||||
Tax Without Expire Period | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss | $ 189,200,000 | |||||||
Hunt Telecommunications, LLC | ||||||||
Income Taxes [Line Items] | ||||||||
Deferred tax liabilities | 3,200,000 | |||||||
Business acquisition date | Jul. 3, 2017 | |||||||
Percentage of equity acquired | 100.00% | |||||||
Southern Light, LLC | ||||||||
Income Taxes [Line Items] | ||||||||
Deferred tax liabilities | $ 900,000 | |||||||
Business acquisition date | Jul. 3, 2017 | |||||||
Percentage of equity acquired | 100.00% | |||||||
Tower Cloud, Inc. | ||||||||
Income Taxes [Line Items] | ||||||||
Business acquisition date | Aug. 31, 2016 | Aug. 31, 2016 | ||||||
Percentage of equity acquired | 100.00% | |||||||
Net operating loss | $ 18,300,000 | $ 18,300,000 | $ 81,200,000 | |||||
Tower Cloud, Inc. | Minimum | ||||||||
Income Taxes [Line Items] | ||||||||
Operating loss carry forwards expiration year | 2026 | 2026 | ||||||
Tower Cloud, Inc. | Maximum | ||||||||
Income Taxes [Line Items] | ||||||||
Operating loss carry forwards expiration year | 2036 | 2036 | ||||||
Subsequent Events | ||||||||
Income Taxes [Line Items] | ||||||||
Annual distribution requirement to shareholders | 90.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 674 | $ 1,456 | $ 1,596 |
State | 1,290 | 866 | 1,107 |
Total current expense | 1,964 | 2,322 | 2,703 |
Deferred | |||
Federal | (5,451) | (36,956) | (1,488) |
State | (1,770) | (3,837) | (698) |
Foreign | (164) | (378) | |
Total deferred expense | (7,385) | (41,171) | (2,186) |
Total income tax (benefit) expense | $ (5,421) | $ (38,849) | $ 517 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations, before tax | $ 11,124 | $ (47,667) | $ 305 |
Income tax at U.S. statutory federal rate | 2,336 | (16,687) | 107 |
Increases (decreases) resulting from: | |||
State taxes, net of federal benefit | (655) | (429) | (224) |
Benefit of REIT status | (5,687) | 8,836 | (4,016) |
Capitalized transaction costs | (4,820) | (3,915) | |
Change in valuation allowance | (8,176) | 8,176 | |
Adjustment of deferred tax balances | (26) | (217) | 149 |
Permanent differences | 41 | 60 | 52 |
Foreign taxes | (111) | (378) | |
Rate differential | (1,319) | (17,038) | 188 |
Total income tax (benefit) expense | $ (5,421) | $ (38,849) | $ 517 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Deferred revenue | $ 20,373,000 | $ 17,114,000 |
Accrued bonuses | 298,000 | 101,000 |
Stock based compensation | 823,000 | |
Accrued expenses and other | 857,000 | 506,000 |
Asset retirement obligation | 1,458,000 | 2,023,000 |
Inventory reserve | 544,000 | 1,341,000 |
Other | 904,000 | 248,000 |
Net operating loss carryforwards | 92,443,000 | 36,229,000 |
Deferred tax assets | 117,700,000 | 57,562,000 |
Valuation allowance | 0 | |
Deferred tax assets, net of valuation allowance | 117,700,000 | 57,562,000 |
Deferred tax liabilities: | ||
Property, plant and equipment | (97,651,000) | (43,817,000) |
Customer list intangible | (67,382,000) | (68,795,000) |
Other intangible amortization | (3,954,000) | (291,000) |
Deferred or prepaid costs | (1,147,000) | |
Other | (137,000) | |
Deferred tax liabilities | (170,134,000) | (113,040,000) |
Deferred tax liability, net | $ (52,434,000) | $ (55,478,000) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Uncertainties [Abstract] | |
Additions related to acquisitions | $ 3,036 |
Balance at December 31 | $ 3,036 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule Cash Paid For Interest Expenses And Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest (net of capitalized interest) | $ 281,364 | $ 276,071 | $ 255,945 |
Income Taxes | $ 1,688 | $ 4,388 | $ 3,003 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 25, 2017 | May 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Capitalization Equity [Line Items] | |||||
Aggregate offering price of common stock | $ 18 | $ 17 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 109,441 | $ 498,926 | $ 54,213 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, terms of conversion | Holders of the Series A Shares have the option to convert at any time after three years, or are mandatorily convertible after eight years. | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, shares outstanding | 180,535,971 | 174,852,000 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Shares available for future issuance | 319,464,029 | ||||
PEG Bandwidth, LLC | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 1,000,000 | ||||
PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 87,500 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock, liquidation value | $ 87,500 | ||||
Percentage of dividend rate on convertible preferred stock | 3.00% | ||||
Preferred stock, liquidation preference | $ 1,000 | ||||
PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Convertible preferred stock, conversion rate | 28.5714 | ||||
ATM Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Proceeds from issuance of common stock, net of issuance costs | $ 109,400 | ||||
Payments for stock issuance costs, commissions | 1,400 | ||||
Maximum | PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Convertible preferred stock, conversion rate | 50.5305 | ||||
Maximum | ATM Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Aggregate offering price of common stock | $ 250,000 | ||||
Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issued and sold common stock shares | 19,528,302 | 5,077,629 | |||
Common Stock | Southern Light and Hunt | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares | 19,500,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Public offering price | $ 26.50 | ||||
Proceeds from issuance of public offering, before underwriting discounts and transaction costs | $ 518,000 | ||||
Common Stock | ATM Program | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issued and sold common stock shares | 5,500,000 | ||||
Weighted average price per share | $ 20.19 |
Dividends (Distributions) - Add
Dividends (Distributions) - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | |||
Common stock distribution per share | $ 2.40 | $ 2.40 | $ 2.40 |
Dividends (Distributions) - Sch
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Payments Of Dividends [Abstract] | |||
Ordinary dividends | $ 1.53 | $ 1.22 | $ 1.31 |
Non-dividend distributions | 0.87 | 1.18 | 1.09 |
Total | $ 2.40 | $ 2.40 | $ 2.40 |
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, 2018USD ($) |
Operating Leases Future Minimum Payments Receivable [Abstract] | |
2019 | $ 724,269 |
2020 | 693,596 |
2021 | 696,713 |
2022 | 699,561 |
2023 | 702,663 |
Thereafter | 4,706,951 |
Total | $ 8,223,753 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 1.2 | $ 0.8 | $ 0.4 |
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) $ in Thousands | Feb. 19, 2019USD ($)Tower | Jan. 15, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | ||||
Cash paid for business acquisition | $ 3,299 | $ 69,729 | ||
Bluebird Fiber Network | Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Purchase consideration | $ 319,000 | |||
Cash paid for business acquisition | 175,000 | |||
Prepaid rent to be transferred for consideration | 144,000 | |||
Annual rent income | 20,300 | |||
Phoenix Towers International | Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Number of towers expected to be sold | Tower | 500 | |||
Uniti Fibers Midwest | MIP | Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Sale of operation for cash consideration | $ 37,000 | |||
Uniti Tower’s | Phoenix Towers International | Subsequent Events | Latin American | ||||
Subsequent Event [Line Items] | ||||
Sale of operation for cash consideration | $ 100,000 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Total revenues | $ 270,754 | $ 252,636 | $ 247,329 | $ 246,915 | $ 246,336 | $ 245,210 | $ 213,013 | $ 211,473 | $ 1,017,634 | $ 916,032 | $ 770,408 |
Income (loss) before income taxes | 14,470 | 2,758 | (6,239) | 135 | (7,076) | (3,837) | (16,385) | (20,379) | 11,124 | (47,677) | 305 |
Net (loss) income | 14,683 | 4,224 | (3,593) | 1,231 | 22,797 | 4,835 | (16,460) | (20,000) | 16,545 | (8,828) | (212) |
Net (loss) income attributable to common shareholders | $ 12,346 | $ 2,075 | $ (5,562) | $ (870) | $ 20,539 | $ 2,939 | $ (18,242) | $ (21,788) | $ 7,989 | $ (16,552) | $ (5,497) |
Basic (loss) earnings per common share | $ 0.07 | $ 0.01 | $ (0.03) | $ 0 | $ 0.12 | $ 0.02 | $ (0.11) | $ (0.14) | $ 0.05 | $ (0.10) | $ (0.04) |
Diluted (loss) earnings per common share | 0.05 | 0.01 | (0.03) | (0.01) | 0.12 | (0.02) | (0.11) | (0.14) | $ 0.04 | $ (0.13) | $ (0.04) |
Dividends declared per common share | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | |||
Cash and cash equivalents | $ 38,026 | $ 59,765 | |
Accounts receivable, net | 104,063 | 43,652 | |
Other assets | 23,808 | 15,856 | |
Total Assets | 4,592,937 | 4,330,082 | |
Liabilities: | |||
Dividends payable | 113,744 | 109,557 | |
Contingent consideration | 83,401 | 105,762 | |
Notes and other debt, net | 4,846,233 | 4,482,697 | |
Total liabilities | 5,999,632 | 5,453,694 | |
Shareholders' Deficit: | |||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | |||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 180,536 shares at December 31, 2018 and 174,852 at December 31, 2017 | 18 | 17 | |
Additional paid-in capital | 757,517 | 644,328 | |
Accumulated other comprehensive income (loss) | 30,105 | 7,821 | $ (6,369) |
Distributions in excess of accumulated earnings | (2,373,218) | (1,960,715) | |
Total Uniti shareholders' deficit | (1,585,578) | (1,308,549) | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 4,592,937 | 4,330,082 | |
Series A Convertible Preferred Stock | |||
Liabilities: | |||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value | 86,508 | 83,530 | |
Uniti Group Inc. | |||
Assets: | |||
Cash and cash equivalents | 261 | 2,188 | |
Total Assets | 261 | 2,188 | |
Liabilities: | |||
Accrued other liabilities | 30 | 9 | |
Dividends payable | 111,265 | 107,078 | |
Cash distributions and losses in excess of investments in consolidated subsidiaries | 1,388,036 | 1,120,120 | |
Total liabilities | 1,499,331 | 1,227,207 | |
Shareholders' Deficit: | |||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | |||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 180,536 shares at December 31, 2018 and 174,852 at December 31, 2017 | 18 | 17 | |
Additional paid-in capital | 757,517 | 644,328 | |
Accumulated other comprehensive income (loss) | 30,105 | 7,821 | |
Distributions in excess of accumulated earnings | (2,373,218) | (1,960,715) | |
Total Uniti shareholders' deficit | (1,585,578) | (1,308,549) | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 261 | 2,188 | |
Uniti Group Inc. | Series A Convertible Preferred Stock | |||
Liabilities: | |||
Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value | $ 86,508 | $ 83,530 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of The Registrant (Parent Company) -Condensed Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 180,536,000 | 174,852,000 |
Common stock, shares outstanding | 180,535,971 | 174,852,000 |
Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 88,000 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | 88,000 |
Convertible preferred stock, shares outstanding | 88,000 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Uniti Group Inc. | ||
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 180,536,000 | 174,852,000 |
Common stock, shares outstanding | 180,536,000 | 174,852,000 |
Uniti Group Inc. | Series A Convertible Preferred Stock | ||
Condensed Financial Statements Captions [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 88,000 | 88,000 |
Convertible preferred stock, shares issued | 88,000 | 88,000 |
Convertible preferred stock, shares outstanding | 88,000 | 88,000 |
Convertible preferred stock, liquidation value | $ 87,500 | $ 87,500 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of The Registrant (Parent Company) -Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Costs and Expenses: | |||||||||||
Interest expense | $ 319,591 | $ 305,994 | $ 275,394 | ||||||||
General and administrative expense | 85,198 | 72,045 | 35,402 | ||||||||
Transaction related costs | 17,410 | 38,005 | 33,669 | ||||||||
Other (income) expense | (4,504) | 11,284 | |||||||||
Total costs and expenses | 1,006,510 | 963,709 | 770,103 | ||||||||
Income (loss) before income taxes | $ 14,470 | $ 2,758 | $ (6,239) | $ 135 | $ (7,076) | $ (3,837) | $ (16,385) | $ (20,379) | 11,124 | (47,677) | 305 |
Net income (loss) | 16,187 | (9,439) | (212) | ||||||||
Comprehensive income (loss) | 38,472 | 4,751 | (1,154) | ||||||||
Uniti Group Inc. | |||||||||||
Costs and Expenses: | |||||||||||
Interest expense | 119,702 | 267,959 | |||||||||
General and administrative expense | 22 | 40 | 4,829 | ||||||||
Transaction related costs | 3,945 | ||||||||||
Other (income) expense | 9,253 | ||||||||||
Total costs and expenses | 22 | 128,995 | 276,733 | ||||||||
Operating loss | (22) | (128,995) | (276,733) | ||||||||
Earnings from consolidated subsidiaries | 16,209 | 119,556 | 276,521 | ||||||||
Income (loss) before income taxes | 16,187 | (9,439) | (212) | ||||||||
Net income (loss) | 16,187 | (9,439) | (212) | ||||||||
Comprehensive income (loss) | $ 38,472 | $ 4,751 | $ (1,154) |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from financing activities | |||
Principal payment on debt | $ (21,080) | $ (21,080) | $ (22,027) |
Dividends paid | (426,094) | (400,210) | (367,830) |
Proceeds from issuance of Notes | 201,000 | 548,875 | |
Borrowings under revolving credit facility | 500,000 | 845,000 | 641,000 |
Payments under revolving credit facility | (140,000) | (565,000) | (641,000) |
Payments of contingent consideration | (18,640) | (19,999) | |
Purchase of noncontrolling interests | (560) | ||
Deferred financing costs | (28,539) | (20,557) | |
Net share settlement | (1,605) | (1,836) | (2,359) |
Net (decrease) increase in cash and cash equivalents | (21,739) | (111,989) | 29,256 |
Cash and cash equivalents at beginning of period | 59,765 | 171,754 | 142,498 |
Cash and cash equivalents at end of period | 38,026 | 59,765 | 171,754 |
Uniti Group Inc. | |||
Cash flow from operating activities | |||
Net cash provided by (used in) operating activities | 425,771 | (602,530) | (59,076) |
Cash flow from financing activities | |||
Principal payment on debt | (5,270) | (22,027) | |
Dividends paid | (426,094) | (400,210) | (367,830) |
Proceeds from issuance of Notes | 201,000 | 548,875 | |
Borrowings under revolving credit facility | 350,000 | 641,000 | |
Payments under revolving credit facility | (125,000) | (641,000) | |
Payments of contingent consideration | (18,791) | ||
Purchase of noncontrolling interests | (560) | ||
Deferred financing costs | (24,686) | (20,557) | |
Common stock issuance, net of costs | 109,441 | 498,926 | 54,213 |
Net share settlement | (1,604) | (1,836) | (2,359) |
Intercompany transactions, net | (109,441) | (111) | |
Net cash (used in) provided by financing activities | (427,698) | 473,573 | 190,204 |
Net (decrease) increase in cash and cash equivalents | (1,927) | (128,957) | 131,128 |
Cash and cash equivalents at beginning of period | 2,188 | 131,145 | 17 |
Cash and cash equivalents at end of period | $ 261 | $ 2,188 | $ 131,145 |
Schedule I - Additional Informa
Schedule I - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Uniti Group Inc. | |||
Condensed Financial Statements Captions [Line Items] | |||
Cash dividends received from subsidiaries | $ 426,100,000 | $ 104,900,000 | $ 0 |
Uniti Group LP | |||
Condensed Financial Statements Captions [Line Items] | |||
Percentage of partnership interests owned | 97.70% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Account (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance of Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 8,176 | ||
Charged to Other Accounts | $ 8,176 | ||
Deductions | (8,176) | ||
Balance at End of Period | 8,176 | ||
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 1,011 | 1,352 | |
Charged to Cost and Expenses | 1,333 | (86) | 1,352 |
Charged to Other Accounts | 45 | ||
Deductions | (56) | (300) | |
Balance at End of Period | $ 2,288 | $ 1,011 | $ 1,352 |
Schedule III - Real Estate In_2
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 7,000,099 | $ 6,603,480 | $ 6,256,248 |
Accumulated Depreciation | (4,739,126) | $ (4,399,789) | $ (4,054,748) |
Land | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 26,672 | ||
Building and Improvements | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 327,280 | ||
Accumulated Depreciation | $ (165,604) | ||
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 | $ 248,989 | ||
Accumulated Depreciation | $ (182,577) | ||
Depreciable Lives | 30 years | ||
Fiber | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 2,399,415 | ||
Accumulated Depreciation | $ (1,077,827) | ||
Depreciable Lives | 30 years | ||
Equipment | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 52 | ||
Accumulated Depreciation | $ (21) | ||
Equipment | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 5 years | ||
Equipment | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 7 years | ||
Copper | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,721,649 | ||
Accumulated Depreciation | $ (3,243,626) | ||
Depreciable Lives | 20 years | ||
Conduit | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 89,692 | ||
Accumulated Depreciation | $ (59,905) | ||
Depreciable Lives | 30 years | ||
Towers | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 115,351 | ||
Accumulated Depreciation | $ (6,486) | ||
Depreciable Lives | 20 years | ||
Real Property Interests | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 34,878 | ||
Accumulated Depreciation | (1,135) | ||
Other assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 11,524 | ||
Accumulated Depreciation | $ (1,945) | ||
Other assets | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 15 years | ||
Other assets | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 20 years | ||
Construction in progress | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 24,597 |
Schedule III - Real Estate In_3
Schedule III - Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Tenant capital improvements | $ 153,615 | $ 227,969 | $ 156,972 |
Aggregate cost of real estate federal income tax | $ 6,500,000 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Carrying cost: | |||
Gross amount at beginning | $ 6,603,480 | $ 6,256,248 | |
Tenant capital improvements | 153,615 | 227,969 | $ 156,972 |
Acquisitions | 231,142 | 80,132 | |
Other | 18,439 | 45,552 | |
Total additions | 403,196 | 353,653 | |
Cost of real estate sold or disposed | 6,577 | 6,421 | |
Total deductions | 6,577 | 6,421 | |
Balance at end | 7,000,099 | 6,603,480 | 6,256,248 |
Accumulated depreciation: | |||
Gross amount of accumulated depreciation at beginning | 4,399,789 | 4,054,748 | |
Depreciation | 343,282 | 351,332 | |
Other | (423) | (45) | |
Total additions | 342,859 | 351,287 | |
Amount of accumulated depreciation for assets sold or disposed | 3,522 | 6,246 | |
Total deductions | 3,522 | 6,246 | |
Balance at end | $ 4,739,126 | $ 4,399,789 | $ 4,054,748 |