Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | UNIT | |
Entity Registrant Name | Uniti Group Inc. | |
Entity Central Index Key | 0001620280 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 184,157,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Assets: | |||
Property, plant and equipment, net | $ 3,174,744 | $ 3,209,006 | |
Cash and cash equivalents | 104,684 | 38,026 | |
Accounts receivable, net | 76,462 | 104,063 | |
Goodwill | 692,886 | 692,385 | |
Intangible assets, net | 377,475 | 432,821 | |
Straight-line revenue receivable | 370 | 61,785 | |
Derivative asset | 9,357 | 31,043 | |
Other assets, net | 120,748 | 23,808 | |
Assets held for sale, net | 140,580 | ||
Total Assets | 4,697,306 | 4,592,937 | |
Liabilities: | |||
Accounts payable, accrued expenses and other liabilities, net | 195,704 | 94,179 | |
Accrued interest payable | 70,922 | 28,097 | |
Deferred revenue | 761,120 | 726,262 | |
Dividends payable | 9,800 | 113,744 | |
Deferred income taxes | 31,490 | 52,434 | |
Finance lease obligations | 54,276 | [1] | 55,282 |
Contingent consideration | 60,797 | 83,401 | |
Notes and other debt, net | 4,920,645 | 4,846,233 | |
Liabilities held for sale, net | 56,082 | ||
Total liabilities | 6,160,836 | 5,999,632 | |
Commitments and contingencies (Note 14) | |||
Shareholders' Deficit: | |||
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding | |||
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 182,670 shares at March 31, 2019 and 180,536 at December 31, 2018 | 18 | 18 | |
Additional paid-in capital | 790,347 | 757,517 | |
Accumulated other comprehensive income | 9,661 | 30,105 | |
Distributions in excess of accumulated earnings | (2,442,564) | (2,373,218) | |
Total Uniti shareholders' deficit | (1,642,538) | (1,585,578) | |
Noncontrolling interests - operating partnership units | 91,756 | 92,375 | |
Total shareholders' deficit | (1,550,782) | (1,493,203) | |
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit | 4,697,306 | 4,592,937 | |
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 | $ 87,252 | $ 86,508 | |
[1] | Amounts are exclusive of lease arrangements that are classified in Liabilities Held for Sale. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 182,670,000 | 180,536,000 |
Common stock, shares outstanding | 182,670,000 | 180,536,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 261,031 | $ 246,915 |
Costs and Expenses: | ||
Interest expense | 84,458 | 77,607 |
Depreciation and amortization | 103,827 | 114,721 |
General and administrative expense | 24,226 | 22,520 |
Operating expense (exclusive of depreciation and amortization) | 38,418 | 29,904 |
Transaction related costs | 6,669 | 5,913 |
Other (income) expense | (3,113) | (3,885) |
Total costs and expenses | 254,485 | 246,780 |
Income before income taxes | 6,546 | 135 |
Income tax expense (benefit) | 4,054 | (1,096) |
Net income | 2,492 | 1,231 |
Net income attributable to noncontrolling interests | 50 | 21 |
Net income attributable to shareholders | 2,442 | 1,210 |
Participating securities' share in earnings | (28) | (679) |
Dividends declared on convertible preferred stock | (656) | (656) |
Amortization of discount on convertible preferred stock | (745) | (745) |
Net income (loss) attributable to common shareholders | $ 1,013 | $ (870) |
Earnings (loss) per common share: | ||
Basic | $ 0.01 | |
Diluted | $ 0.01 | $ (0.01) |
Weighted-average number of common shares outstanding: | ||
Basic | 182,219 | 174,892 |
Diluted | 182,222 | 175,499 |
Leasing | ||
Revenues: | ||
Total revenues | $ 176,083 | $ 172,774 |
Costs and Expenses: | ||
Depreciation and amortization | 73,754 | 86,744 |
Fiber Infrastructure | ||
Revenues: | ||
Total revenues | 76,833 | 66,967 |
Costs and Expenses: | ||
Depreciation and amortization | 28,258 | 25,905 |
Tower | ||
Revenues: | ||
Total revenues | 5,080 | 3,370 |
Costs and Expenses: | ||
Depreciation and amortization | 1,414 | 1,477 |
Consumer CLEC | ||
Revenues: | ||
Total revenues | 3,035 | 3,804 |
Costs and Expenses: | ||
Depreciation and amortization | $ 346 | $ 498 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 2,492 | $ 1,231 |
Other comprehensive (loss) income: | ||
Unrealized (loss) gain on derivative contracts | (21,686) | 35,268 |
Changes in foreign currency translation | 780 | 4,565 |
Other comprehensive (loss) income: | (20,906) | 39,833 |
Comprehensive (loss) income | (18,414) | 41,064 |
Comprehensive (loss) income attributable to noncontrolling interest | (412) | 940 |
Comprehensive (loss) income attributable to common shareholders | $ (18,002) | $ 40,124 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - 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, 2017 | $ (1,207,142) | $ 17 | $ 644,328 | $ 7,821 | $ (1,960,715) | $ 101,407 |
Beginning balance, shares at Dec. 31, 2017 | 174,851,514 | |||||
Impact of change in accounting standard, net of tax | 1,859 | 1,859 | ||||
Net income | 1,231 | 1,210 | 21 | |||
Amortization of discount on convertible preferred stock | (745) | (745) | ||||
Other comprehensive income (loss) | 39,833 | 38,914 | 919 | |||
Common stock dividends declared | (105,069) | (105,069) | ||||
Distributions to noncontrolling interest | (2,479) | (2,479) | ||||
Convertible preferred stock dividends | (656) | (656) | ||||
Net share settlement | (659) | (390) | (269) | |||
Stock-based compensation | 2,210 | 2,210 | ||||
Stock-based compensation, shares | 118,132 | |||||
Ending balance, value at Mar. 31, 2018 | (1,271,617) | $ 17 | 645,403 | 46,735 | (2,063,640) | 99,868 |
Ending balance, shares at Mar. 31, 2018 | 174,969,646 | |||||
Beginning balance, value at Dec. 31, 2018 | (1,493,203) | $ 18 | 757,517 | 30,105 | (2,373,218) | 92,375 |
Beginning balance, shares at Dec. 31, 2018 | 180,535,971 | |||||
Impact of change in accounting standard, net of tax | (63,110) | (63,110) | ||||
Net income | 2,492 | 2,442 | 50 | |||
At-the-market issuance of common stock, net of offering costs | 21,641 | 21,641 | ||||
At-the-market issuance of common stock, net of offering, shares | 1,176,186 | |||||
Amortization of discount on convertible preferred stock | (745) | (745) | ||||
Other comprehensive income (loss) | (20,906) | (20,444) | (462) | |||
Common stock dividends declared | (8,022) | (8,022) | ||||
Distributions to noncontrolling interest | (207) | (207) | ||||
Convertible preferred stock dividends | (656) | (656) | ||||
Net share settlement | (1,579) | (1,579) | ||||
Stock-based compensation | 1,888 | 1,888 | ||||
Stock-based compensation, shares | 279,152 | |||||
Equity settled contingent consideration | 11,178 | 11,178 | ||||
Equity settled contingent consideration, in shares | 645,385 | |||||
Issuance of common stock - employee stock purchase plan | 447 | 447 | ||||
Issuance of common stock - employee stock purchase plan, in shares | 33,800 | |||||
Ending balance, value at Mar. 31, 2019 | $ (1,550,782) | $ 18 | $ 790,347 | $ 9,661 | $ (2,442,564) | $ 91,756 |
Ending balance, shares at Mar. 31, 2019 | 182,670,494 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Statement Of Stockholders Equity [Abstract] | |
Common stock dividends declared per share | $ 0.05 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flow from operating activities | ||
Net income | $ 2,492 | $ 1,231 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 103,827 | 114,721 |
Amortization of deferred financing costs and debt discount | 6,873 | 6,034 |
Deferred income taxes | (2,063) | (1,502) |
Straight-line revenues | (723) | (4,592) |
Stock-based compensation | 1,888 | 2,210 |
Change in fair value of contingent consideration | (3,256) | (3,864) |
Other | 637 | 921 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 25,603 | 6,409 |
Other assets | (974) | (4,621) |
Accounts payable, accrued expenses and other liabilities | 54,598 | 39,919 |
Net cash provided by operating activities | 188,902 | 156,866 |
Cash flow from investing activities | ||
Acquisition of businesses, net of cash acquired | (4,210) | |
NMS asset acquisitions | (962) | |
Other capital expenditures | (79,458) | (51,143) |
Net cash used in investing activities | (83,668) | (52,105) |
Cash flow from financing activities | ||
Principal payments on debt | (5,270) | (5,270) |
Dividends paid | (110,348) | (105,920) |
Payments of contingent consideration | (8,170) | (12,662) |
Distributions paid to noncontrolling interest | (2,479) | (2,479) |
Borrowings under revolving credit facility | 139,000 | 70,000 |
Payments under revolving credit facility | (30,000) | (50,000) |
Capital lease payments | (1,006) | (899) |
Payments for financing costs | (36,191) | |
Common stock issuance, net of costs | 21,641 | |
Employee stock purchase program | 446 | |
Net share settlement | (1,579) | (658) |
Net cash used in financing activities | (33,956) | (107,888) |
Effect of exchange rates on cash and cash equivalents | 154 | 263 |
Cash and cash equivalents, held for sale | (4,774) | |
Net increase (decrease) in cash and cash equivalents | 66,658 | (2,864) |
Cash and cash equivalents at beginning of period | 38,026 | 59,765 |
Cash and cash equivalents at end of period | 104,684 | 56,901 |
Non-cash investing and financing activities: | ||
Property and equipment acquired but not yet paid | 19,065 | 18,078 |
Tenant capital improvements | 29,651 | $ 47,352 |
Settlement of contingent consideration through non-cash consideration | $ 11,178 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 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 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 Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | The accompanying Condensed Consolidated Financial Statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries, which consist of the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation . ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined as the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”), filed with the SEC on March 18, 2019. Accordingly, significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our Annual Report. Going Concern — 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 was 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 (the “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 Windstream’s attempts to waive such default were not valid, 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, it 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 Master 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 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, however see discussion below regarding the upcoming maturity of our Revolving Credit Facility. 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, including potential claims against us by Windstream or its creditors. 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. In addition, our Revolving Credit Facility matures on April 24, 2020. . If we are not successful in extending or refinancing the Revolving Credit Facility, our current cash balances as of March 31, 2019 are not sufficient to repay all of outstanding borrowings. Therefore, substantial doubt exists about our ability to continue as a going concern within one year after the issuance of the financial statements. 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. Concentration of Credit Risks 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 Quarterly Report on Form 10-Q. Straight-Line Revenue Receivable Leases Reclassifications Recently Issued Accounting Standards Leases e account for leases in accordance with ASC 842. The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use asset (“ROU”) and interest expense recognized based on an effective interest method, or as a single lease cost recognized on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The accounting for lessors remains largely unchanged. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (ii) the customer has the right to control the use of the identified asset. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Condensed Consolidated Statements of Income. From time to time we enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception. ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term. Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. i. ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ii. The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. iii. Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Condensed Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, ASC Topic 842 has been applied to all combined components. We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, Leases (Topic 842): Target Improvements Land Easement Practical Expedient for Transition to Topic 842 Leases In connection with the adoption of ASC 842, we have recorded an adjustment to equity of $63.1 million, net of tax for the cumulative effect from a change in accounting standard. Of this amount, $61.5 million related to the write-off of the Master Lease straight-line revenue receivable, and $1.6 million relates to the establishment of the ROU assets and lease liabilities. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | The following is a description of principal activities, separated by reportable segments ( see Note 13 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 842 and ASC 840 for periods prior to January 1, 2019. See Note 4 Fiber Infrastructure The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides (i) consumer, enterprise, wholesale and backhaul lit fiber, (ii) E-rate, (iii) small cell, (iv) construction services, (v) dark fiber and (vi) other revenue generating activities. i. Consumer, enterprise, wholesale, and backhaul lit fiber fall under the guidance of 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 ASC 842 and are 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 ASC 842, and ASC 840 for periods prior to January 1, 2019, 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. Three Months Ended March 31, (Thousands) 2019 2018 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 32,205 $ 33,346 Enterprise and wholesale 16,729 15,418 E-Rate and government 21,995 14,230 Other 1,009 990 Fiber Infrastructure $ 71,938 $ 63,984 Consumer CLEC 3,035 3,804 Total revenue from contracts with customers 74,973 67,788 Revenue accounted for under other applicable guidance 186,058 179,127 Total revenue $ 261,031 $ 246,915 At March 31, 2019, and December 31, 2018, lease receivables were $19.5 million and $45.5 million, respectively, and receivables from contracts with customers were $ 52.1 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 three months ended March 31, 2019, we recognized revenues of $1.4 million that was included in the December 31, 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 December 31, 2018 $ 5,540 $ 15,473 Balance at March 31, 2019 $ 7,067 $ 16,057 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from 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 March 31, 2019, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $ 632.7 2.5 77.2 4.3 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Lessor Accounting We lease communications towers, ground, communications equipment, office and dark fiber lease arrangements to tenants under operating leases. Our leases have initial lease terms ranging from 5 year to 20 years, most of which includes options to extend or renew the leases for 5 to 80 The components of lease income for the quarter ended March 31, 2019 are as follows: (Thousands) Three Months Ended March 31, 2019 Lease income - operating leases $ 186,058 Future minimum lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows: (Thousands) March 31, 2019 (1) December 31, 2018 (2) 2019 $ 531,571 $ 724,269 2020 702,017 693,596 2021 704,644 696,713 2022 706,867 699,561 2023 709,507 702,663 Thereafter 4,712,760 4,706,951 Total lease receivables $ 8,067,366 $ 8,223,753 (1) (2) The underlying assets under operating leases where we are the lessor as of March 31, 2019 are summarized as follows: (Thousands) March 31, 2019 Land $ 26,672 Building and improvements 329,160 Real property interest 34,878 Poles 251,235 Fiber 2,546,030 Equipment 202 Copper 3,732,409 Conduit 89,740 Tower assets 94,219 Capital lease assets 26,524 Other assets 10,279 7,141,348 Less: accumulated depreciation (4,816,500 ) Underlying assets under operating leases, net $ 2,324,848 Depreciation expense for the underlying assets under operating leases where we are the lessor for the three months ended March 31, 2019 is summarized as follows: (Thousands) Three Months Ended March 31, 2019 Depreciation expense for underlying assets under operating leases $ 76,274 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation and dark fiber lease arrangements. We also have finance leases for dark fiber lease arrangements and other communications equipment. Our leases have initial lease terms ranging from less than one year to 30 years, most of which includes options to extend or renew the leases for less than one year to 85 years, and some of which may include options to terminate the leases within 1 to 6 months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. As of March 31, 2019, we have short term lease commitments amounting to approximately $1.0 r colocation and dark fiber arrangements The components of lease cost for the quarter ended March 31, 2019 are as follows: (Thousands) Three Months Ended March 31, 2019 Finance lease cost Amortization of ROU assets $ 1,006 Interest on lease liabilities 1,069 Total Finance Lease Cost 2,075 Operating lease cost 6,587 Short-term lease cost 1,191 Variable lease cost 798 Total lease cost $ 10,651 Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of March 31, 2019 were as follows: (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2019 Operating leases ROU Asset Other assets, net $ 97,039 ROU Liability Accounts payable, accrued expenses and other liabilities, net 103,868 Finance leases ROU Asset Property, plant and equipment, net $ 128,098 ROU Liability Finance lease obligations 54,276 Weighted-average remaining lease term Operating leases 9.5 years Finance leases 13.9 years Weighted-average discount rate Operating leases 9.5 % Finance leases 7.8 % Other information related to leases as of March 31, 2019 are as follows: (Thousands) Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 1,069 Operating cash flows from operating leases 6,519 Financing cash flows from finance leases 1,006 Future lease payments under non-cancellable leases as of March 31, 2019 are as follows: (Thousands) Operating Leases (1) Finance Leases (1) 2019 $ 17,479 $ 6,238 2020 21,884 7,447 2021 20,476 6,697 2022 17,900 6,566 2023 15,836 6,549 Thereafter 79,497 55,407 Total undiscounted lease payments $ 173,072 $ 88,904 Less: imputed interest (69,204 ) (34,628 ) Total lease liabilities $ 103,868 $ 54,276 (1) Future minimum rental payments under non-cancellable operating leases as of December 31, 2018 (1) (Thousands) 2019 $ 10,585 2020 7,543 2021 4,815 2022 3,186 2023 2,382 Thereafter 15,269 Total $ 43,780 (1) Future minimum rental payments under capital leases in effect as of December 31, 2018 (1) (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 (1) F or the three months ended March 31, 2019, we recognized $2.5 million of sublease income in our Condensed Consolidated Statement of Income. Future sublease rentals as of March 31, 2019 are as follows: (Thousands) Sublease Rentals 2019 $ 13,021 2020 8,372 2021 8,396 2022 8,421 2023 8,446 Thereafter 92,527 Total $ 139,183 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | 2019 Transactions JKM Consulting Inc. (M 2 On March 25, 2019, we acquired 100% of the outstanding equity of JKM Consulting Inc. d/b/a M 2 2 M 2 See Note 13 2 2018 Transactions Information Transport Solutions, Inc. On October 19, 2018, we acquired 100% of the outstanding equity of Information Transport Solutions, Inc. (“ITS”) for cash consideration of $58.3 million. ITS is a full-service managed services provider of technology solutions, primarily to educational institutions in Alabama and Florida. This acquisition expands Uniti Fiber’s product offerings and strengthens relationships with new and existing E-Rate customers. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. See Note 13 (thousands) Property, plant and equipment $ 4,270 Cash and cash equivalents 5,931 Accounts receivable 3,909 Other assets 7,238 Goodwill 9,941 Intangible assets 30,254 Accounts payable, accrued expenses and other liabilities (2,645 ) Deferred revenue (567 ) Total purchase consideration $ 58,331 The goodwill arising from the transaction is primarily attributable to strategic opportunities that arose from the acquisition of ITS, including strengthening relationships with new and existing E-Rate customers and anticipated incremental sales and cost savings. For federal income tax purposes, the transaction was treated as a taxable acquisition. Thus, all of the goodwill is expected to be deductible for tax purposes. We acquired an intangible asset that was assigned to customer relationships of $30.3 million (14 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. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | On February 19, 2019, the Company announced it had agreed to sell Uniti Towers’ Latin America business (“LATAM”) to an entity controlled by Phoenix Towers International (“PTI”) for cash consideration of approximately $100 million. As of March 31, 2019, the sale of LATAM met the criteria to be classified as held for sale. The Company classified LATAM’s assets and liabilities separately on the Condensed Consolidated Balance Sheet as of March 31, 2019. The following table presents the assets and liabilities associated with the LATAM business classified as held for sale as of March 31, 2019: (Thousands) March 31, 2019 Assets: Cash and cash equivalents $ 4,774 Property, plant and equipment, net 48,125 Intangible assets, net 49,513 ROU assets, net 26,786 Other assets 4,152 Total Assets $ 133,350 Liabilities: Intangible liabilities, net $ 2,649 Deferred tax liability 18,287 ROU Liabilities 26,538 Other liabilities 8,608 Total Liabilities $ 56,082 The LATAM business is included in the results of the Towers segment. The sale does not represent a strategic shift that will have a major effect on operations and financial results and, therefore, did not qualify for presentation as a discontinued operation. The transaction closed on April 2, 2019. See Note 17 On January 15, 2019, the Company entered into an operating company/property company (“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. In the transaction, Uniti has agreed to purchase the Bluebird fiber network and MIP has agreed to purchase the Bluebird operations. In addition, Uniti has agreed to sell Uniti Fiber’s Midwest operations to MIP, while Uniti will retain its existing Midwest fiber network. As of March 31, 2019, the sale of the Midwest operations met the criteria to be classified as held for sale. As a result, the Company classified $7.5 million of net property, plant and equipment to assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, 2019. The Midwest operations that will be sold to MIP are currently reported in our Fiber Infrastructure segment. The sale does not represent a strategic shift that will have a major effect on operations and financial results and, therefore, did not qualify for presentation as a discontinued operation. The Company had no assets or liabilities classified as held for sale as of December 31, 2018. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
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; and Level 3 – Unobservable inputs for the asset or liability. Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative asset, our outstanding notes and other debt, contingent consideration and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at March 31, 2019 and December 31, 2018: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At March 31, 2019 Assets Derivative asset $ 9,357 $ - $ 9,357 $ - Total $ 9,357 $ - $ 9,357 $ - Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 2,009,024 $ - $ 2,009,024 $ - Senior secured notes - 6.00%, due April 15, 2023 518,375 - 518,375 - Senior unsecured notes - 8.25%, due October 15, 2023 996,225 - 996,225 - Senior unsecured notes - 7.125%, due December 15, 2024 516,000 - 516,000 - Senior secured revolving credit facility, variable rate, due April 24, 2020 748,925 - 748,925 - Contingent consideration 60,797 - - 60,797 Total $ 4,849,346 $ - $ 4,788,549 $ 60,797 (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, 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 The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments. The total principal balance of our outstanding notes and other debt was $5.07 billion at March 31, 2019, with a fair value of $4.79 billion. The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative assets are carried at fair value. See Note 9. The fair value of an 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 assets 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 March 31, 2019, 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 assets valuation in Level 2 of the fair value hierarchy. The merger agreement related to the July 3, 2017 acquisition of Hunt Telecommunications, LLC (“Hunt”) contained a contingent consideration arrangement (the “Hunt Contingent Consideration”) Hunt Contingent Consideration n January 4, 2019, we settled the Hunt Contingent Consideration in full satisfaction of the obligation through the issuance of 645,385 common shares having a fair value of $11.2 million. We acquired Tower Cloud, Inc. (“Tower Cloud”) on August 31, 2016. As part of the Tower Cloud acquisition, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones. 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. March 31, 2019 March 31, 2019 Changes in the fair value of contingent consideration arrangements are recorded in our Condensed Consolidated Statement of Income in the period in which the change occurs. For the three months ended March 31, 2019 The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2018 Transfers into Level 3 (Gain)/Loss included in earnings Settlements March 31, 2019 Contingent consideration $ 83,401 $ - $ (3,256 ) $ (19,348 ) $ 60,797 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives March 31, 2019 December 31, 2018 Land Indefinite $ 27,567 $ 29,304 Building and improvements 3 - 40 years 342,883 340,238 Real property interests (1 ) 34,878 34,878 Poles 30 years 251,235 248,989 Fiber 30 years 3,086,635 3,005,304 Equipment 5 - 7 years 251,894 256,838 Copper 20 years 3,732,409 3,721,649 Conduit 30 years 89,740 89,692 Tower assets 20 years 98,941 120,073 Capital lease assets (1 ) 128,098 123,017 Other assets 15 - 20 years 11,762 11,524 Corporate assets 3 - 7 years 4,140 4,214 Construction in progress (1 ) 114,814 137,585 8,174,996 8,123,305 Less accumulated depreciation (5,000,252 ) (4,914,299 ) Net property, plant and equipment $ 3,174,744 $ 3,209,006 (1) See our Annual Report for property, plant and equipment accounting policies. Depreciation expense for the three months ended March 31, 2019 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. On April 27, 2015, we entered into fixed for floating interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate Senior Secured Term Loan B facility. These interest rate swaps are designated as cash flow hedges and have a notional value of $2.06 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 Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2019 December 31, 2018 Interest rate swaps Derivative asset $ 9,357 $ 31,043 As of March 31, 2019 and December 31, 2018, all of the interest rate swaps were valued in net unrealized gain positions and recognized as asset balances within the derivative asset balance. For the three months ended March 31, 2019, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $19.6 million. For the three months ended March 31, 2018, the amount recorded in other comprehensive income related to the unrealized gain on derivative instruments was $32.7 million. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income for the three months ended March 31, 2019, was a benefit of $2.1 million. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income for the three months ended March 31, 2018, was $2.6 million. March 31, 2019 Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, beginning April 1, 2019, we estimate that $8.2 million will be reclassified as a benefit to interest expense. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets and Liabilities | Changes in the carrying amount of goodwill occurring during the three months ended March 31, 2019 (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2018 $ 692,385 $ 692,385 Goodwill purchase accounting adjustments - See Note 4 (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions 1,770 1,770 Goodwill at March 31, 2019 692,886 692,886 The carrying value of the intangible assets is as follows: (Thousands) March 31, 2019 December 31, 2018 Original Cost Cumulative Translation Adjustment Accumulated Amortization Original Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Finite life intangible assets: Customer lists (3) 450,597 - (75,122 ) 451,997 - (69,393 ) Tenant contracts (3) - - - 37,386 411 (3,293 ) Network (1)(3) - - - 13,541 144 (1,192 ) Acquired below-market leases (3) - - - 1,509 - (289 ) Total intangible assets 452,597 506,988 Less: Accumulated amortization (75,122 ) (74,167 ) Total intangible assets, net $ 377,475 $ 432,821 Finite life intangible liabilities: Acquired above-market leases (3) $ - $ - $ - $ 3,440 $ (182 ) $ (624 ) Total intangible liabilities - 3,258 Less: Accumulated amortization - (624 ) Total intangible liabilities, net (2) $ - $ 2,634 (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. (3) Uniti Towers’ Latin American intangible assets were recorded as held for sale as of March 31, 2019. See Note 6 As of March 31, 2019, the remaining weighted average amortization period of the Company’s intangible assets was 17.9 years. Amortization expense for the three months ended March 31, 2019 and 2018 Amortization expense is estimated to be $23.2 million for the full year of 2019, $23.7 million in 2020, $23.3 million in 2021, $22.9 million in 2022, and $22.8 million for 2023. |
Notes and Other Debt
Notes and Other Debt | 3 Months Ended |
Mar. 31, 2019 | |
Long Term Debt [Abstract] | |
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) March 31, 2019 December 31, 2018 Principal amount $ 5,069,538 $ 4,965,808 Less unamortized discount, premium and debt issuance costs (148,893 ) (119,575 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 4,920,645 $ 4,846,233 Notes and other debt at March 31, 2019 and December 31, 2018 consisted of the following: March 31, 2019 December 31, 2018 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.47%) $ 2,060,538 (92,264 ) $ 2,065,808 $ (70,337 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (6,754 ) 550,000 (7,116 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (33,428 ) 1,110,000 (34,900 ) Senior unsecured notes - 7.125% due December 15, 2024 600,000 (6,999 ) 600,000 (7,222 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 749,000 (9,448 ) 640,000 - Total $ 5,069,538 $ (148,893 ) $ 4,965,808 $ (119,575 ) At March 31, 2019, 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 Notes due October 15, 2023 (the “2023 Notes”); (iv) $600 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) $749 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”). 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 bear interest at a rate equal to LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.00% 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. 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 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 increased 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 through 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. Our Revolving Credit Facility matures on April 24, 2020, and we have begun evaluating potential refinancing options. However, there can be no assurances that any debt refinancing would be on similar or more favorable terms than our existing arrangements. This would include the risk that interest rates could increase and/or there may be changes to our existing covenants and/or available borrowings. If we are unsuccessful in refinancing the Revolving Credit Facility on terms acceptable to the Company, there could be a material adverse impact on our consolidated results of operations, financial condition and/or liquidity. See Note 2 . 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 subsidiaries , of which $400 million was originally issued on December 15, 2016 at an issue price of 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 Condensed Consolidated Statements of In March 31, 2019 and 2018 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. The earnings-per-share impact of the Company’s 3% Convertible Preferred Stock, $0.0001 par value (“Series A Shares”), issued in connection with the May 2, 2016 acquisition of PEG Bandwidth, LLC, 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 settle the instrument in cash or shares, and it is our policy to settle the instrument in cash upon conversion. The July 3, 2017 merger agreement for our acquisition of Hunt provides for the issuance of additional common shares upon the achievement of certain defined revenue milestones. See Note 7 . On January 4, 2019, we settled the Hunt Contingent Consideration in full satisfaction of the obligation through the issuance of 645,385 common shares having a fair value of $11.2 million. The following sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended March 31, (Thousands, except per share data) 2019 2018 Basic earnings per share: Numerator: Net income attributable to shareholders $ 2,442 $ 1,210 Less: Income allocated to participating securities (28 ) (469 ) Income allocated to participating securities on share settled contingent consideration arrangements - (210 ) Dividends declared on convertible preferred stock (656 ) (656 ) Amortization of discount on convertible preferred stock (745 ) (745 ) Net income (loss) attributable to common shares $ 1,013 $ (870 ) Denominator: Basic weighted-average common shares outstanding 182,219 174,892 Basic earnings per common share $ 0.01 $ - Three Months Ended March 31, (Thousands, except per share data) 2019 2018 Diluted earnings per share: Numerator: Net income attributable to shareholders $ 2,442 $ 1,210 Less: Income allocated to participating securities (28 ) (469 ) Dividends declared on convertible preferred stock (656 ) (656 ) Amortization of discount on convertible preferred stock (745 ) (745 ) Mark-to-market gain on share settled contingent consideration arrangements - (994 ) Net income (loss) attributable to common shares $ 1,013 $ (1,654 ) Denominator: Basic weighted-average common shares outstanding 182,219 174,892 Contingent consideration (See Note 4) - 607 Effect of dilutive non-participating securities 3 - Weighted-average shares for dilutive earnings per common share 182,222 175,499 Dilutive earnings (loss) per common share $ 0.01 $ (0.01 ) For the three months ended March 31, 2019, 261,543 non-participating securities were excluded from the computation of diluted earnings per share, as the performance conditions were not met. For the three months ended March 31, 2018, 405,063 non-participating securities were excluded from the computation of diluted earnings per share, as their effect would have been anti-dilutive. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as four reportable segments in addition to our corporate operations, which include: Leasing : Represents the results from our leasing programs, 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, which we then lease to our customers in the United States and Latin America. Consumer CLEC : Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which 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 and back office functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the impact, which may be recurring in nature, of transaction and integration 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 three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 176,083 $ 76,833 $ 5,080 $ 3,035 $ - $ 261,031 Adjusted EBITDA $ 174,751 $ 30,000 $ 325 $ 646 $ (5,447 ) $ 200,275 Less: Interest expense 84,458 Depreciation and amortization 73,754 28,258 1,414 346 55 103,827 Other income (3,113 ) Transaction related costs 6,669 Stock-based compensation 1,888 Income tax expense 4,054 Net income $ 2,492 Three Months Ended March 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 172,774 $ 66,967 $ 3,370 3,804 $ - $ 246,915 Adjusted EBITDA $ 172,369 $ 29,195 $ (463 ) $ 913 $ (5,313 ) $ 196,701 Less: Interest expense 77,607 Depreciation and amortization 86,744 25,905 1,477 498 97 114,721 Other income (3,885 ) Transaction related costs 5,913 Stock-based compensation 2,210 Income tax benefit (1,096 ) Net income $ 1,231 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
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. Pursuant to the Separation and Distribution Agreement entered into with Windstream in connection with the Spin-Off, 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 on April 24, 2015 by the Company, Windstream Services, LLC and Windstream (the “Tax Matters Agreement”), in connection with the Spin-Off, we are generally responsible for any taxes imposed on Windstream that arise from the failure of the Spin-Off and the debt exchanges to qualify as tax-free for U.S. federal income tax purposes, within the meaning of Section 355 and Section 368(a)(1)(D) of the Code, as applicable, to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, indebtedness, assets or business, or a breach of the relevant representations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS in connection with the request for the private letter ruling or the representations provided |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive (loss) income by component is as follows for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, (Thousands) 2019 2018 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period attributable to common shareholders $ 30,042 $ 6,793 Other comprehensive (loss) income before reclassifications (19,626 ) 32,670 Amounts reclassified from accumulated other comprehensive income (2,060 ) 2,598 Balance at end of period 8,356 42,061 Less: Other comprehensive (loss) income attributable to noncontrolling interest (479 ) 1,256 Balance at end of period attributable to common shareholders 8,835 40,805 Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders 63 1,393 Translation adjustments 780 4,565 Balance at end of period 843 5,958 Less: Other comprehensive income attributable to noncontrolling interest 17 28 Balance at end of period attributable to common shareholders 826 5,930 Accumulated other comprehensive income at end of period $ 9,661 $ 46,735 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019, the Company has issued and sold an aggregate of 6.7 million shares of common stock at a weighted average price of $19.92 per share under the ATM Program, receiving net proceeds of $131.2 million, after commissions of $1.7 million and other offering costs. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | On April 2, 2019, the Company completed the sale of the Uniti Towers’ Latin American business to an entity controlled by Phoenix Towers International (“PTI”). At closing, PTI acquired approximately 500 towers located across Mexico, Colombia and Nicaragua. Total consideration was approximately $100 million |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern — 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 was 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 (the “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 Windstream’s attempts to waive such default were not valid, 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, it 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 Master 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 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, however see discussion below regarding the upcoming maturity of our Revolving Credit Facility. 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, including potential claims against us by Windstream or its creditors. 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. In addition, our Revolving Credit Facility matures on April 24, 2020. . If we are not successful in extending or refinancing the Revolving Credit Facility, our current cash balances as of March 31, 2019 are not sufficient to repay all of outstanding borrowings. Therefore, substantial doubt exists about our ability to continue as a going concern within one year after the issuance of the financial statements. 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. |
Concentration of Credit Risks | Concentration of Credit Risks 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 Quarterly Report on Form 10-Q. |
Straight-Line Revenue Receivable | Straight-Line Revenue Receivable Leases |
Reclassifications | Reclassifications |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Leases e account for leases in accordance with ASC 842. The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use asset (“ROU”) and interest expense recognized based on an effective interest method, or as a single lease cost recognized on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The accounting for lessors remains largely unchanged. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (ii) the customer has the right to control the use of the identified asset. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Condensed Consolidated Statements of Income. From time to time we enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception. ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term. Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments. i. ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. ii. The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. iii. Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Condensed Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, ASC Topic 842 has been applied to all combined components. We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, Leases (Topic 842): Target Improvements Land Easement Practical Expedient for Transition to Topic 842 Leases In connection with the adoption of ASC 842, we have recorded an adjustment to equity of $63.1 million, net of tax for the cumulative effect from a change in accounting standard. Of this amount, $61.5 million related to the write-off of the Master Lease straight-line revenue receivable, and $1.6 million relates to the establishment of the ROU assets and lease liabilities. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Three Months Ended March 31, (Thousands) 2019 2018 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 32,205 $ 33,346 Enterprise and wholesale 16,729 15,418 E-Rate and government 21,995 14,230 Other 1,009 990 Fiber Infrastructure $ 71,938 $ 63,984 Consumer CLEC 3,035 3,804 Total revenue from contracts with customers 74,973 67,788 Revenue accounted for under other applicable guidance 186,058 179,127 Total revenue $ 261,031 $ 246,915 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2018 $ 5,540 $ 15,473 Balance at March 31, 2019 $ 7,067 $ 16,057 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the quarter ended March 31, 2019 are as follows: (Thousands) Three Months Ended March 31, 2019 Lease income - operating leases $ 186,058 |
Future Minimum Lease Payments to be Received under Non-Cancellable Operating Leases | Future minimum lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows: (Thousands) March 31, 2019 (1) December 31, 2018 (2) 2019 $ 531,571 $ 724,269 2020 702,017 693,596 2021 704,644 696,713 2022 706,867 699,561 2023 709,507 702,663 Thereafter 4,712,760 4,706,951 Total lease receivables $ 8,067,366 $ 8,223,753 (1) (2) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor as of March 31, 2019 are summarized as follows: (Thousands) March 31, 2019 Land $ 26,672 Building and improvements 329,160 Real property interest 34,878 Poles 251,235 Fiber 2,546,030 Equipment 202 Copper 3,732,409 Conduit 89,740 Tower assets 94,219 Capital lease assets 26,524 Other assets 10,279 7,141,348 Less: accumulated depreciation (4,816,500 ) Underlying assets under operating leases, net $ 2,324,848 |
Schedule of Depreciation Expense for Underlying Assets under Operating Leases | Depreciation expense for the underlying assets under operating leases where we are the lessor for the three months ended March 31, 2019 is summarized as follows: (Thousands) Three Months Ended March 31, 2019 Depreciation expense for underlying assets under operating leases $ 76,274 |
Components of Lease Cost | The components of lease cost for the quarter ended March 31, 2019 are as follows: (Thousands) Three Months Ended March 31, 2019 Finance lease cost Amortization of ROU assets $ 1,006 Interest on lease liabilities 1,069 Total Finance Lease Cost 2,075 Operating lease cost 6,587 Short-term lease cost 1,191 Variable lease cost 798 Total lease cost $ 10,651 |
Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases | Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of March 31, 2019 were as follows: (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2019 Operating leases ROU Asset Other assets, net $ 97,039 ROU Liability Accounts payable, accrued expenses and other liabilities, net 103,868 Finance leases ROU Asset Property, plant and equipment, net $ 128,098 ROU Liability Finance lease obligations 54,276 Weighted-average remaining lease term Operating leases 9.5 years Finance leases 13.9 years Weighted-average discount rate Operating leases 9.5 % Finance leases 7.8 % |
Schedule of Other Information Related to Leases | Other information related to leases as of March 31, 2019 are as follows: (Thousands) Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 1,069 Operating cash flows from operating leases 6,519 Financing cash flows from finance leases 1,006 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of March 31, 2019 are as follows: (Thousands) Operating Leases (1) Finance Leases (1) 2019 $ 17,479 $ 6,238 2020 21,884 7,447 2021 20,476 6,697 2022 17,900 6,566 2023 15,836 6,549 Thereafter 79,497 55,407 Total undiscounted lease payments $ 173,072 $ 88,904 Less: imputed interest (69,204 ) (34,628 ) Total lease liabilities $ 103,868 $ 54,276 (1) |
Schedule of Future Minimum Rental Payments Under Non-cancellable Operating Leases | Future minimum rental payments under non-cancellable operating leases as of December 31, 2018 (1) (Thousands) 2019 $ 10,585 2020 7,543 2021 4,815 2022 3,186 2023 2,382 Thereafter 15,269 Total $ 43,780 (1) |
Schedule of Future Minimum Rental Payments Under Capital Leases | Future minimum rental payments under capital leases in effect as of December 31, 2018 (1) (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 (1) |
Future Sublease Rentals | Future sublease rentals as of March 31, 2019 are as follows: (Thousands) Sublease Rentals 2019 $ 13,021 2020 8,372 2021 8,396 2022 8,421 2023 8,446 Thereafter 92,527 Total $ 139,183 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: (thousands) Property, plant and equipment $ 4,270 Cash and cash equivalents 5,931 Accounts receivable 3,909 Other assets 7,238 Goodwill 9,941 Intangible assets 30,254 Accounts payable, accrued expenses and other liabilities (2,645 ) Deferred revenue (567 ) Total purchase consideration $ 58,331 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Assets And Liabilities Held For Sale [Abstract] | |
Schedule of Assets and Liabilities Classified as Held for Sale | The following table presents the assets and liabilities associated with the LATAM business classified as held for sale as of March 31, 2019: (Thousands) March 31, 2019 Assets: Cash and cash equivalents $ 4,774 Property, plant and equipment, net 48,125 Intangible assets, net 49,513 ROU assets, net 26,786 Other assets 4,152 Total Assets $ 133,350 Liabilities: Intangible liabilities, net $ 2,649 Deferred tax liability 18,287 ROU Liabilities 26,538 Other liabilities 8,608 Total Liabilities $ 56,082 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value of our financial instruments at March 31, 2019 and December 31, 2018: (Thousands) Total Quoted Prices in Active Markets (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At March 31, 2019 Assets Derivative asset $ 9,357 $ - $ 9,357 $ - Total $ 9,357 $ - $ 9,357 $ - Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 2,009,024 $ - $ 2,009,024 $ - Senior secured notes - 6.00%, due April 15, 2023 518,375 - 518,375 - Senior unsecured notes - 8.25%, due October 15, 2023 996,225 - 996,225 - Senior unsecured notes - 7.125%, due December 15, 2024 516,000 - 516,000 - Senior secured revolving credit facility, variable rate, due April 24, 2020 748,925 - 748,925 - Contingent consideration 60,797 - - 60,797 Total $ 4,849,346 $ - $ 4,788,549 $ 60,797 (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, 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 |
Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2018 Transfers into Level 3 (Gain)/Loss included in earnings Settlements March 31, 2019 Contingent consideration $ 83,401 $ - $ (3,256 ) $ (19,348 ) $ 60,797 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 December 31, 2018 Land Indefinite $ 27,567 $ 29,304 Building and improvements 3 - 40 years 342,883 340,238 Real property interests (1 ) 34,878 34,878 Poles 30 years 251,235 248,989 Fiber 30 years 3,086,635 3,005,304 Equipment 5 - 7 years 251,894 256,838 Copper 20 years 3,732,409 3,721,649 Conduit 30 years 89,740 89,692 Tower assets 20 years 98,941 120,073 Capital lease assets (1 ) 128,098 123,017 Other assets 15 - 20 years 11,762 11,524 Corporate assets 3 - 7 years 4,140 4,214 Construction in progress (1 ) 114,814 137,585 8,174,996 8,123,305 Less accumulated depreciation (5,000,252 ) (4,914,299 ) Net property, plant and equipment $ 3,174,744 $ 3,209,006 (1) See our Annual Report for property, plant and equipment accounting policies. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets: (Thousands) Location on Condensed Consolidated Balance Sheets March 31, 2019 December 31, 2018 Interest rate swaps Derivative asset $ 9,357 $ 31,043 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill occurring during the three months ended March 31, 2019 (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2018 $ 692,385 $ 692,385 Goodwill purchase accounting adjustments - See Note 4 (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions 1,770 1,770 Goodwill at March 31, 2019 692,886 692,886 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of the intangible assets is as follows: (Thousands) March 31, 2019 December 31, 2018 Original Cost Cumulative Translation Adjustment Accumulated Amortization Original Cost Cumulative Translation Adjustment Accumulated Amortization Indefinite life intangible assets: Trade name $ 2,000 $ - $ - $ 2,000 $ - $ - Finite life intangible assets: Customer lists (3) 450,597 - (75,122 ) 451,997 - (69,393 ) Tenant contracts (3) - - - 37,386 411 (3,293 ) Network (1)(3) - - - 13,541 144 (1,192 ) Acquired below-market leases (3) - - - 1,509 - (289 ) Total intangible assets 452,597 506,988 Less: Accumulated amortization (75,122 ) (74,167 ) Total intangible assets, net $ 377,475 $ 432,821 Finite life intangible liabilities: Acquired above-market leases (3) $ - $ - $ - $ 3,440 $ (182 ) $ (624 ) Total intangible liabilities - 3,258 Less: Accumulated amortization - (624 ) Total intangible liabilities, net (2) $ - $ 2,634 (1) Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date. (2) Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. (3) Uniti Towers’ Latin American intangible assets were recorded as held for sale as of March 31, 2019. See Note 6 |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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) March 31, 2019 December 31, 2018 Principal amount $ 5,069,538 $ 4,965,808 Less unamortized discount, premium and debt issuance costs (148,893 ) (119,575 ) Notes and other debt less unamortized discount, premium and debt issuance costs $ 4,920,645 $ 4,846,233 Notes and other debt at March 31, 2019 and December 31, 2018 consisted of the following: March 31, 2019 December 31, 2018 (Thousands) Principal Unamortized Discount, Premium and Debt Issuance Costs Principal Unamortized Discount, Premium and Debt Issuance Costs Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.47%) $ 2,060,538 (92,264 ) $ 2,065,808 $ (70,337 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%) 550,000 (6,754 ) 550,000 (7,116 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (33,428 ) 1,110,000 (34,900 ) Senior unsecured notes - 7.125% due December 15, 2024 600,000 (6,999 ) 600,000 (7,222 ) Senior secured revolving credit facility, variable rate, due April 24, 2020 749,000 (9,448 ) 640,000 - Total $ 5,069,538 $ (148,893 ) $ 4,965,808 $ (119,575 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended March 31, (Thousands, except per share data) 2019 2018 Basic earnings per share: Numerator: Net income attributable to shareholders $ 2,442 $ 1,210 Less: Income allocated to participating securities (28 ) (469 ) Income allocated to participating securities on share settled contingent consideration arrangements - (210 ) Dividends declared on convertible preferred stock (656 ) (656 ) Amortization of discount on convertible preferred stock (745 ) (745 ) Net income (loss) attributable to common shares $ 1,013 $ (870 ) Denominator: Basic weighted-average common shares outstanding 182,219 174,892 Basic earnings per common share $ 0.01 $ - Three Months Ended March 31, (Thousands, except per share data) 2019 2018 Diluted earnings per share: Numerator: Net income attributable to shareholders $ 2,442 $ 1,210 Less: Income allocated to participating securities (28 ) (469 ) Dividends declared on convertible preferred stock (656 ) (656 ) Amortization of discount on convertible preferred stock (745 ) (745 ) Mark-to-market gain on share settled contingent consideration arrangements - (994 ) Net income (loss) attributable to common shares $ 1,013 $ (1,654 ) Denominator: Basic weighted-average common shares outstanding 182,219 174,892 Contingent consideration (See Note 4) - 607 Effect of dilutive non-participating securities 3 - Weighted-average shares for dilutive earnings per common share 182,222 175,499 Dilutive earnings (loss) per common share $ 0.01 $ (0.01 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 176,083 $ 76,833 $ 5,080 $ 3,035 $ - $ 261,031 Adjusted EBITDA $ 174,751 $ 30,000 $ 325 $ 646 $ (5,447 ) $ 200,275 Less: Interest expense 84,458 Depreciation and amortization 73,754 28,258 1,414 346 55 103,827 Other income (3,113 ) Transaction related costs 6,669 Stock-based compensation 1,888 Income tax expense 4,054 Net income $ 2,492 Three Months Ended March 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Subtotal of Reportable Segments Revenues $ 172,774 $ 66,967 $ 3,370 3,804 $ - $ 246,915 Adjusted EBITDA $ 172,369 $ 29,195 $ (463 ) $ 913 $ (5,313 ) $ 196,701 Less: Interest expense 77,607 Depreciation and amortization 86,744 25,905 1,477 498 97 114,721 Other income (3,885 ) Transaction related costs 5,913 Stock-based compensation 2,210 Income tax benefit (1,096 ) Net income $ 1,231 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component | Changes in accumulated other comprehensive (loss) income by component is as follows for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, (Thousands) 2019 2018 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period attributable to common shareholders $ 30,042 $ 6,793 Other comprehensive (loss) income before reclassifications (19,626 ) 32,670 Amounts reclassified from accumulated other comprehensive income (2,060 ) 2,598 Balance at end of period 8,356 42,061 Less: Other comprehensive (loss) income attributable to noncontrolling interest (479 ) 1,256 Balance at end of period attributable to common shareholders 8,835 40,805 Foreign currency translation gain (loss): Balance at beginning of period attributable to common shareholders 63 1,393 Translation adjustments 780 4,565 Balance at end of period 843 5,958 Less: Other comprehensive income attributable to noncontrolling interest 17 28 Balance at end of period attributable to common shareholders 826 5,930 Accumulated other comprehensive income at end of period $ 9,661 $ 46,735 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019Segment | |
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 Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Consolidated secured leverage ratio | 500.00% | |||
Impact of change in accounting standard, net of tax | $ (63,110) | $ 1,859 | ||
Accounting Standards Update ("ASU") No. 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Write off adjustment to equity resulting from change in accounting standard | $ 61,500 | |||
Impact of change in accounting standard, net of tax | 63,100 | |||
Right of use assets and lease liabilities | $ 1,600 | |||
Senior Secured Revolving Credit Facility | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 | ||
Windstream | Revenue | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Master lease revenue percentage | 65.50% | 70.00% | 68.20% |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 74,973 | $ 67,788 |
Total revenues | 261,031 | 246,915 |
Fiber Infrastructure | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 71,938 | 63,984 |
Total revenues | 76,833 | 66,967 |
Fiber Infrastructure | Lit Backhaul | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 32,205 | 33,346 |
Fiber Infrastructure | Enterprise and Wholesale | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 16,729 | 15,418 |
Fiber Infrastructure | E-Rate and Government | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 21,995 | 14,230 |
Fiber Infrastructure | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,009 | 990 |
Consumer CLEC | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue from contracts with customers | 3,035 | 3,804 |
Total revenues | 3,035 | 3,804 |
ASC 2014-09 | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 186,058 | $ 179,127 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - ASC 2014-09 - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Line Items] | ||
Lease receivables | $ 19.5 | $ 45.5 |
Receivables from contracts with customers | 52.1 | $ 57.1 |
Revenue recognized that was included in the contract liabilty | 1.4 | |
Future revenues under contract | 632.7 | |
Contracts currently being invoiced | 555.5 | |
Backlog for sales bookings | $ 77.2 | |
Average remaining contract term of backlog sales bookings | 4 years 3 months 18 days |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Mar. 31, 2019USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2018 | $ 5,540 |
Balance, Contract Assets at March 31,2019 | 7,067 |
Balance, Contract Liabilities at December 31, 2018 | 15,473 |
Balance, Contract Liabilities at March 31,2019 | $ 16,057 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Mar. 31, 2019 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term | 2 years 6 months |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Line Items] | |
Lessor, operating lease, existence of option to extend [true false] | true |
Lessor, lease option to extend, description | options to extend or renew the leases for 5 to 80 years |
Lessor, operating lease, existence of option to terminate [true false] | true |
Lessor, lease option to terminate, description | options to terminate the leases within 1 to 6 months |
Lessee, operating lease, existence of option to extend [true false] | true |
Lessee, lease option to extend, description | options to extend or renew the leases for less than one year to 85 years |
Lessee, operating lease, existence of option to terminate [true false] | true |
Lessee, option to terminate, description | options to terminate the leases within 1 to 6 months |
Short term lease commitments | $ 1 |
Sublease income | $ 2.5 |
Minimum | |
Leases [Line Items] | |
Lessor, initial lease term | 5 years |
Lessor, lease renewal term | 5 years |
Lessor operating lease, termination | 1 month |
Lessee, initial lease term | 1 year |
Lessee, lease renewal term | 1 year |
Lessee, lease option to terminate, description | 1 month |
Maximum | |
Leases [Line Items] | |
Lessor, initial lease term | 20 years |
Lessor, lease renewal term | 80 years |
Lessor operating lease, termination | 6 months |
Lessee, initial lease term | 30 years |
Lessee, lease renewal term | 85 years |
Lessee, lease option to terminate, description | 6 months |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Lease income - operating leases | $ 186,058 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments to be Received under Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | [1] | Dec. 31, 2018 | [2] |
Leases [Abstract] | ||||
2019 | $ 531,571 | $ 724,269 | ||
2020 | 702,017 | 693,596 | ||
2021 | 704,644 | 696,713 | ||
2022 | 706,867 | 699,561 | ||
2023 | 709,507 | 702,663 | ||
Thereafter | 4,712,760 | 4,706,951 | ||
Total lease receivables | $ 8,067,366 | $ 8,223,753 | ||
[1] | Total lease receivables include $7.5 billion relating to the Master Lease with Windstream, which is on non-accrual basis of accounting as of March 31, 2019. | |||
[2] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | [2] | |
Lessee Lease Description [Line Items] | ||||
Total lease receivables | $ 8,067,366 | [1] | $ 8,223,753 | |
Master Lease | ||||
Lessee Lease Description [Line Items] | ||||
Total lease receivables | $ 7,500,000 | |||
[1] | Total lease receivables include $7.5 billion relating to the Master Lease with Windstream, which is on non-accrual basis of accounting as of March 31, 2019. | |||
[2] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | $ 7,141,348 |
Less: accumulated depreciation | (4,816,500) |
Underlying assets under operating leases, net | 2,324,848 |
Land | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 26,672 |
Building and Improvements | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 329,160 |
Real Property Interests | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 34,878 |
Poles | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 251,235 |
Fiber | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 2,546,030 |
Equipment | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 202 |
Copper | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 3,732,409 |
Conduit | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 89,740 |
Tower assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 94,219 |
Capital lease assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | 26,524 |
Other assets | |
Lessor Lease Description [Line Items] | |
Underlying assets under operationg leases, gross | $ 10,279 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Depreciation expense for underlying assets under operating leases | $ 76,274 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of ROU assets | $ 1,006 |
Interest on lease liabilities | 1,069 |
Total Finance Lease Cost | 2,075 |
Operating lease cost | 6,587 |
Short-term lease cost | 1,191 |
Variable lease cost | 798 |
Total lease cost | $ 10,651 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | ||
Operating leases | ||||
ROU Asset | $ 97,039 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | |||
ROU Liability | [1] | $ 103,868 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilities | |||
Finance leases | ||||
ROU Asset | $ 128,098 | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |||
ROU Liability | $ 54,276 | [1] | $ 55,282 | |
Weighted-average remaining lease term | ||||
Operating leases | 9 years 6 months | |||
Finance leases | 13 years 10 months 24 days | |||
Weighted-average discount rate | ||||
Operating leases | 9.50% | |||
Finance leases | 7.80% | |||
[1] | Amounts are exclusive of lease arrangements that are classified in Liabilities Held for Sale. |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from finance leases | $ 1,069 |
Operating cash flows from operating leases | 6,519 |
Financing cash flows from finance leases | $ 1,006 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | ||
Leases [Abstract] | ||||
2019 | [1] | $ 17,479 | ||
2020 | [1] | 21,884 | ||
2021 | [1] | 20,476 | ||
2022 | [1] | 17,900 | ||
2023 | [1] | 15,836 | ||
Thereafter | [1] | 79,497 | ||
Total undiscounted lease payments | [1] | 173,072 | ||
Less: imputed interest | [1] | (69,204) | ||
Total lease liabilities | [1] | 103,868 | ||
2019 | [1] | 6,238 | ||
2020 | [1] | 7,447 | ||
2021 | [1] | 6,697 | ||
2022 | [1] | 6,566 | ||
2023 | [1] | 6,549 | ||
Thereafter | [1] | 55,407 | ||
Total undiscounted lease payments | [1] | 88,904 | ||
Less: imputed interest | [1] | (34,628) | ||
Total lease liabilities | $ 54,276 | [1] | $ 55,282 | |
[1] | Amounts are exclusive of lease arrangements that are classified in Liabilities Held for Sale. |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments Under Non-cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) | [1] |
Leases [Abstract] | ||
2019 | $ 10,585 | |
2020 | 7,543 | |
2021 | 4,815 | |
2022 | 3,186 | |
2023 | 2,382 | |
Thereafter | 15,269 | |
Total | $ 43,780 | |
[1] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments Under Capital Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) | [1] |
Leases [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 | |
[1] | Prior period amounts have not been adjusted under the modified retrospective transition approach |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 13,021 |
2020 | 8,372 |
2021 | 8,396 |
2022 | 8,421 |
2023 | 8,446 |
Thereafter | 92,527 |
Total | $ 139,183 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 25, 2019 | Oct. 19, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Cash paid for business acquisition | $ 962 | ||||
Goodwill | $ 692,886 | $ 692,385 | |||
Reduction of purchase price and goodwill | $ (1,269) | ||||
JKM Consulting Inc. | |||||
Business Acquisition [Line Items] | |||||
Business acquisition date | Mar. 25, 2019 | ||||
Percentage of equity acquired | 100.00% | ||||
Cash paid for business acquisition | $ 5,500 | ||||
Goodwill | $ 1,800 | ||||
Information Transport Solutions, Inc. | |||||
Business Acquisition [Line Items] | |||||
Business acquisition date | Oct. 19, 2018 | ||||
Percentage of equity acquired | 100.00% | ||||
Cash paid for business acquisition | $ 58,300 | ||||
Goodwill | 9,941 | ||||
Reduction of purchase price and goodwill | $ (1,300) | ||||
Finite-lived intangible assets acquired | 30,254 | ||||
Information Transport Solutions, Inc. | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets acquired | $ 30,300 | ||||
Acquired finite-lived intangible assets, weighted average useful life | 14 years |
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 | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 19, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 692,886 | $ 692,385 | |
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 | 9,941 | ||
Intangible assets | 30,254 | ||
Accounts payable, accrued expenses and other liabilities | (2,645) | ||
Deferred revenue | (567) | ||
Total purchase consideration | $ 58,331 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale - Additional Information (Details) - USD ($) | Mar. 31, 2019 | Feb. 19, 2019 | Dec. 31, 2018 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Assets classified as held for sale | $ 0 | ||
Liabilities classified as held for sale | $ 0 | ||
Uniti Towers Business | Latin American | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Sale of business for cash consideration | $ 100,000,000 | ||
Uniti Towers Business | Latin American | Disposal Group, Held for Sale, Not qualified as Discontinued Operation | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Property plant and equipment, net | $ 48,125,000 | ||
Assets classified as held for sale | 133,350,000 | ||
Liabilities classified as held for sale | 56,082,000 | ||
Uniti Fiber’s Midwest operations | Disposal Group, Held for Sale, Not qualified as Discontinued Operation | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Property plant and equipment, net | $ 7,500,000 |
Assets and Liabilities Held f_4
Assets and Liabilities Held for Sale - Schedule of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Total Assets | $ 0 | |
Liabilities: | ||
Total Liabilities | $ 0 | |
Disposal Group, Held for Sale, Not qualified as Discontinued Operation | Uniti Towers Business | Latin American | ||
Assets: | ||
Cash and cash equivalents | $ 4,774,000 | |
Property, plant and equipment, net | 48,125,000 | |
Intangible assets, net | 49,513,000 | |
ROU assets, net | 26,786,000 | |
Other assets | 4,152,000 | |
Total Assets | 133,350,000 | |
Liabilities: | ||
Intangible liabilities, net | 2,649,000 | |
Deferred tax liability | 18,287,000 | |
ROU Liabilities | 26,538,000 | |
Other liabilities | 8,608,000 | |
Total Liabilities | $ 56,082,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Derivative asset | $ 9,357 | $ 31,043 |
Total | 9,357 | 31,043 |
Liabilities | ||
Contingent consideration | 60,797 | 83,401 |
Total | 4,849,346 | 4,567,465 |
Prices with Other Observable Inputs (Level 2) | ||
Assets | ||
Derivative asset | 9,357 | 31,043 |
Total | 9,357 | 31,043 |
Liabilities | ||
Total | 4,788,549 | 4,484,064 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 60,797 | 83,401 |
Total | 60,797 | 83,401 |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 2,009,024 | 1,877,303 |
Senior Secured Term Loan B Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | 2,009,024 | 1,877,303 |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 518,375 | 504,625 |
6.00% Senior Secured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 518,375 | 504,625 |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 996,225 | 965,700 |
8.25% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 996,225 | 965,700 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 516,000 | 496,500 |
7.125% Senior Unsecured Notes | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior notes | 516,000 | 496,500 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 748,925 | 639,936 |
Senior Secured Revolving Credit Facility | Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Senior secured loan | $ 748,925 | $ 639,936 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | Mar. 18, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 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 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Aug. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Principal amount of outstanding notes and other debt | $ 5,069,538 | $ 4,965,808 | |||
Estimated fair value of future contingent consideration | 60,797 | $ 83,401 | |||
Payments of contingent consideration | 8,170 | $ 12,662 | |||
Increase (decrease) in fair value of contingent consideration liability | (3,256) | (3,864) | |||
Tower Cloud, Inc. | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Estimated fair value of future contingent consideration | 60,800 | ||||
Payments of contingent consideration | 8,200 | $ 12,700 | |||
Tower Cloud, Inc. | Minimum | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | ||||
Hunt Telecommunications, LLC | |||||
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 | ||||
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 | $ 4,790,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 83,401 |
(Gain)/Loss included in earnings | (3,256) |
Settlements | (19,348) |
Contingent consideration, ending balance | $ 60,797 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,174,996 | $ 8,123,305 |
Less accumulated depreciation | (5,000,252) | (4,914,299) |
Net property, plant and equipment | 3,174,744 | 3,209,006 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,567 | 29,304 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 342,883 | 340,238 |
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 | |
Real Property Interests | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 34,878 | 34,878 |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 251,235 | 248,989 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,086,635 | 3,005,304 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 251,894 | 256,838 |
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 | $ 3,732,409 | 3,721,649 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 89,740 | 89,692 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 98,941 | 120,073 |
Capital Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 128,098 | 123,017 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,762 | 11,524 |
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 | $ 4,140 | 4,214 |
Corporate assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Corporate assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years | |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 114,814 | $ 137,585 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 97.5 | $ 108.2 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Apr. 27, 2015 | Mar. 31, 2019 | Mar. 31, 2018 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Unrealized gain (loss) on derivative instruments | $ 19,600,000 | $ (32,700,000) | |
Interest expense | 84,458,000 | 77,607,000 | |
Ineffective portion of change in fair value derivatives | 0 | 0 | |
Amounts reported in AOCI that will be reclassified into interest expense during the next twelve months | 8,200,000 | ||
Reclassification Out of Other Comprehensive Income | Designated as Cash Flow Hedges | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Interest expense | $ 2,100,000 | $ 2,600,000 | |
Interest Rate Swap | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Derivative, notional value | $ 2,060,000,000 | ||
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 Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 9,357 | $ 31,043 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative asset | $ 9,357 | $ 31,043 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill at December 31, 2018 | $ 692,385 |
Goodwill purchase accounting adjustments | (1,269) |
Goodwill associated with acquisitions | 1,770 |
Goodwill at March 31, 2019 | 692,886 |
Fiber Infrastructure | |
Goodwill [Line Items] | |
Goodwill at December 31, 2018 | 692,385 |
Goodwill purchase accounting adjustments | (1,269) |
Goodwill associated with acquisitions | 1,770 |
Goodwill at March 31, 2019 | $ 692,886 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | ||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Original Cost | $ 506,988 | $ 452,597 | |
Less: Accumulated amortization | (74,167) | (75,122) | |
Total intangible assets, net | 432,821 | 377,475 | |
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 | [1] | 451,997 | 450,597 |
Less: Accumulated amortization | [1] | (69,393) | $ (75,122) |
Tenant Contracts | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 37,386 | |
Less: Accumulated amortization | [1] | (3,293) | |
Finite life intangible assets, Cumulative translation adjustment | [1] | 411 | |
Network | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1],[2] | 13,541 | |
Less: Accumulated amortization | [1],[2] | (1,192) | |
Finite life intangible assets, Cumulative translation adjustment | [1],[2] | 144 | |
Acquired Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 1,509 | |
Less: Accumulated amortization | [1] | (289) | |
Above Market Leases [Member] | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Acquired above-market leases(3) | [1] | 3,440 | |
Finite life intangible liabilities, Cost | 3,258 | ||
Less: Accumulated amortization | (624) | ||
Total intangible liabilities, net | [3] | 2,634 | |
Finite life intangible liabilities, Cumulative translation adjustment | [1] | $ (182) | |
[1] | Uniti Towers’ Latin American intangible assets were recorded as held for sale as of March 31, 2019. See Note 6. | ||
[2] | Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date. | ||
[3] | Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets and Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remaining weighted average amortization period of intangible assets | 17 years 10 months 24 days | |
Amortization | $ 6.3 | $ 6.5 |
Estimated amortization expense for 2019 | 23.2 | |
Estimated amortization expense for 2020 | 23.7 | |
Estimated amortization expense for 2021 | 23.3 | |
Estimated amortization expense for 2022 | 22.9 | |
Estimated amortization expense for 2023 | $ 22.8 |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | $ 5,069,538 | $ 4,965,808 |
Less unamortized discount, premium and debt issuance costs | (148,893) | (119,575) |
Notes and other debt less unamortized discount, premium and debt issuance costs | 4,920,645 | 4,846,233 |
Senior Secured Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 2,060,538 | 2,065,808 |
Less unamortized discount, premium and debt issuance costs | (92,264) | (70,337) |
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 | (6,754) | (7,116) |
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 | (33,428) | (34,900) |
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 | (6,999) | (7,222) |
Senior Secured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal amount of notes and other debt | 749,000 | $ 640,000 |
Less unamortized discount, premium and debt issuance costs | $ (9,448) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Mar. 18, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | Oct. 24, 2022 |
Debt instrument, imputed interest rate | 7.47% | 7.47% | |
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 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Apr. 28, 2017 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||
Debt instrument amount | $ 5,069,538 | $ 4,965,808 | ||||||||
Consolidated secured leverage ratio | 500.00% | |||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | |||||||||
Amortization of deferred financing costs | $ 3,800 | $ 3,600 | ||||||||
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 | $ 2,060,538 | $ 2,065,808 | ||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | Oct. 24, 2022 | |||||||
Senior Secured Term Loan B Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 5.00% | |||||||||
Issuance senior notes, floor rate | 1.00% | |||||||||
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 | 5.00% | |||||||||
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 Notes - 8.25% Due October 15, 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument amount | $ 1,110,000 | |||||||||
Debt instrument, maturity date | Oct. 15, 2023 | |||||||||
Issuance senior notes, stated percentage | 8.25% | |||||||||
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 | $ 749,000 | $ 640,000 | ||||||||
Debt instrument, maturity date | Apr. 24, 2020 | Apr. 24, 2020 | ||||||||
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% | |||||||||
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% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 04, 2019 | May 02, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Non-Participating Securities | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 261,543 | 405,063 | |||
PEG Bandwidth, LLC | Series A Convertible Preferred Stock | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Percentage of dividend rate on convertible preferred stock | 3.00% | ||||
Preferred stock, par value | $ 0.0001 | ||||
Hunt Telecommunications, LLC | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Contingent consideration settled through issuance of common shares | 645,385 | ||||
Contingent consideration settled through issuance of common shares, fair value | $ 11.2 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income attributable to shareholders | $ 2,442 | $ 1,210 |
Less: Income allocated to participating securities | (28) | (469) |
Income allocated to participating securities on share settled contingent consideration arrangements | (210) | |
Dividends declared on convertible preferred stock | (656) | (656) |
Amortization of discount on convertible preferred stock | (745) | (745) |
Net income (loss) attributable to common shareholders | $ 1,013 | $ (870) |
Denominator: | ||
Basic weighted-average common shares outstanding | 182,219 | 174,892 |
Basic earnings per common share | $ 0.01 | |
Numerator: | ||
Net income attributable to shareholders | $ 2,442 | $ 1,210 |
Less: Income allocated to participating securities | (28) | (469) |
Dividends declared on convertible preferred stock | (656) | (656) |
Amortization of discount on convertible preferred stock | (745) | (745) |
Mark-to-market gain on share settled contingent consideration arrangements | (994) | |
Net income (loss) attributable to common shares | $ 1,013 | $ (1,654) |
Denominator: | ||
Basic weighted-average common shares outstanding | 182,219 | 174,892 |
Contingent consideration | 607 | |
Effect of dilutive non-participating securities | 3 | |
Weighted-average shares for dilutive earnings per common share | 182,222 | 175,499 |
Dilutive earnings (loss) per common share | $ 0.01 | $ (0.01) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 261,031 | $ 246,915 |
Adjusted EBITDA | 200,275 | 196,701 |
Interest expense | 84,458 | 77,607 |
Depreciation and amortization | 103,827 | 114,721 |
Other (income) expense | (3,113) | (3,885) |
Transaction related costs | 6,669 | 5,913 |
Stock-based compensation | 1,888 | 2,210 |
Income tax expense (benefit) | 4,054 | (1,096) |
Net income | 2,492 | 1,231 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 176,083 | 172,774 |
Adjusted EBITDA | 174,751 | 172,369 |
Depreciation and amortization | 73,754 | 86,744 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Revenues | 76,833 | 66,967 |
Adjusted EBITDA | 30,000 | 29,195 |
Depreciation and amortization | 28,258 | 25,905 |
Towers | ||
Segment Reporting Information [Line Items] | ||
Revenues | 5,080 | 3,370 |
Adjusted EBITDA | 325 | (463) |
Depreciation and amortization | 1,414 | 1,477 |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,035 | 3,804 |
Adjusted EBITDA | 646 | 913 |
Depreciation and amortization | 346 | 498 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (5,447) | (5,313) |
Depreciation and amortization | $ 55 | $ 97 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Mar. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Obligations under tax matters agreement | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period attributable to common shareholders | $ (1,585,578) | ||
Changes in foreign currency translation | 780 | $ 4,565 | |
Ending balance, value | (1,550,782) | (1,271,617) | |
Balance at end of period attributable to common shareholders | (1,642,538) | ||
Accumulated other comprehensive income at end of period | 9,661 | 46,735 | $ 30,105 |
Cash Flow Hedge Changes in Fair Value Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period attributable to common shareholders | 30,042 | 6,793 | |
Other comprehensive (loss) income before reclassifications | (19,626) | 32,670 | |
Amounts reclassified from accumulated other comprehensive income | (2,060) | 2,598 | |
Ending balance, value | 8,356 | 42,061 | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | (479) | 1,256 | |
Balance at end of period attributable to common shareholders | 8,835 | 40,805 | |
Foreign Currency Translation Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period attributable to common shareholders | 63 | 1,393 | |
Changes in foreign currency translation | 780 | 4,565 | |
Ending balance, value | 843 | 5,958 | |
Less: Other comprehensive (loss) income attributable to noncontrolling interest | 17 | 28 | |
Balance at end of period attributable to common shareholders | $ 826 | $ 5,930 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Capitalization Equity [Line Items] | ||
Aggregate offering price of common stock | $ 18 | $ 18 |
Proceeds from issuance of common stock, net of issuance costs | 21,641 | |
ATM Program | ||
Schedule Of Capitalization Equity [Line Items] | ||
Proceeds from issuance of common stock, net of issuance costs | 131,200 | |
Payments for stock issuance costs, commissions | 1,700 | |
ATM Program | Maximum | ||
Schedule Of Capitalization Equity [Line Items] | ||
Aggregate offering price of common stock | $ 250,000 | |
ATM Program | Common Stock | ||
Schedule Of Capitalization Equity [Line Items] | ||
Issued and sold common stock shares | 6,700,000 | |
Weighted average price per share | $ 19.92 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Uniti Towers Business - Latin American $ in Millions | Apr. 02, 2019USD ($)Tower | Feb. 19, 2019USD ($) |
Subsequent Event [Line Items] | ||
Sale of business operation, consideration | $ 100 | |
Subsequent Events | ||
Subsequent Event [Line Items] | ||
Sale of business operation, consideration | $ 100 | |
Number of towers sold | Tower | 500 |