Leases | Note 4. Leases Lessor Accounting We lease communications towers, ground, communications equipment, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from five to 35 years, most of which includes options to extend or renew the leases for five to 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six 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. The components of lease income for the three and nine months ended September Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Lease income - operating leases $ 193,833 $ 188,506 $ 587,809 $ 560,230 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of September 30, 2020 are as follows: (Thousands) September 30, 2020 (1) 2020 $ 183,225 2021 731,304 2022 729,127 2023 730,011 2024 731,612 Thereafter 4,260,882 Total lease receivables $ 7,366,161 (1) The underlying assets under operating leases where we are the lessor are summarized as follows: (Thousands) September 30, 2020 December 31, 2019 Land $ 26,596 $ 27,392 Building and improvements 334,481 341,096 Poles 263,574 258,535 Fiber 2,959,468 2,836,939 Equipment 421 419 Copper 3,830,129 3,792,366 Conduit 89,770 89,770 Tower assets 1,397 168,453 Finance lease assets 32,660 32,660 Other assets 10,279 10,279 7,548,775 7,557,909 Less: accumulated depreciation (5,170,394 ) (5,033,080 ) Underlying assets under operating leases, net $ 2,378,381 $ 2,524,829 Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2020 and 2019, respectively, is summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Depreciation expense for underlying assets under operating leases $ 50,841 $ 73,606 $ 160,278 $ 224,973 Lessee Accounting We have commitments under operating leases for communications towers, ground, colocation, dark fiber lease arrangements, and buildings. 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 20 years, and some of which may include options to terminate the leases within one to six 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 September 30, 2020 million The components of lease cost for the three and nine months ended September Three Months Ended September 30, Nine Months Ended September 30, (Thousands) 2020 2019 2020 2019 Finance lease cost Amortization of ROU assets $ 920 $ 1,283 $ 2,890 $ 3,179 Interest on lease liabilities 943 1,571 2,890 3,192 Total finance lease cost 1,863 2,854 5,780 6,371 Operating lease cost 5,313 6,024 19,272 19,278 Short-term lease cost 542 522 1,551 1,451 Variable lease cost 41 47 124 304 Less sublease income (2,733 ) (2,479 ) (9,503 ) (7,857 ) Total lease cost $ 5,026 $ 6,968 $ 17,224 $ 19,547 Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee were as follows: (Thousands) Location on Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 Operating leases ROU assets, net Other assets, net $ 82,985 $ 127,490 Lease liabilities Accounts payable, accrued expenses and other liabilities, net 73,049 127,879 Finance leases ROU asset, gross Property, plant and equipment, net $ 128,259 $ 129,900 Lease liabilities Finance lease obligations 49,412 52,994 Weighted-average remaining lease term Operating leases 11.9 years 11.8 years Finance leases 13.5 years 13.9 years Weighted-average discount rate Operating leases 10.0 % 9.7 % Finance leases 8.0 % 8.0 % Other information related to leases as of September 30, 2020 and 2019, respectively, (Thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 2,890 $ 3,192 Operating cash flows from operating leases 22,573 20,519 Financing cash flows from finance leases 2,890 3,179 Non-cash items: New operating leases and remeasurements, net $ 426 $ 23,706 New finance leases 31 3,240 Future lease payments under non-cancellable leases as of September 30, 2020 (Thousands) Operating Leases Finance Leases 2020 $ 5,525 $ 1,758 2021 19,841 6,810 2022 17,172 6,680 2023 14,515 6,658 2024 10,359 6,294 Thereafter 40,596 50,824 Total undiscounted lease payments $ 108,009 $ 79,024 Less: imputed interest (34,960 ) (29,612 ) Total lease liabilities $ 73,049 $ 49,412 Future sublease rentals as of September 30 , 2020 are as follows: (Thousands) Sublease Rentals 2020 $ 2,619 2021 8,187 2022 8,220 2023 8,255 2024 8,289 Thereafter 122,169 Total $ 157,739 New Leases On September 18, 2020, in connection with Windstream’s emergence from bankruptcy and the implementation of the Settlement with Windstream described in Note 14 below, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases that each expire on April 30, 2030 (collectively, the “New Leases”), which New Leases amended and restated the Master Lease in its entirety. The New Leases consist of two leases: (a) a master lease (the “ILEC MLA”) that governs Uniti owned assets used for Windstream’s incumbent local exchange carrier (“ILEC”) operations and (b) a master lease (the “CLEC MLA”) that governs Uniti owned assets used for Windstream’s competitive local exchange carrier (“CLEC”) operations. The aggregate initial annual rent under the New Leases is equal to the annual rent under the Master Lease previously in effect. The tenants under the ILEC MLA are Windstream Holdings II, LLC (“Windstream Holdings II,” successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (“Windstream Services II,” successor in interest to Windstream Services LLC), and certain subsidiaries and/or newly formed affiliated entities operating the ILECs, and the landlords under the ILEC MLA are the Uniti entities that own the applicable ILEC assets. Similarly, the tenants under the CLEC MLA are Windstream Holdings II, Windstream Services II, and certain subsidiaries and/or newly formed affiliated entities operating CLECs, and the landlords under the CLEC MLA are the Uniti entities that own the CLEC assets. The New Leases contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is the tenant under both of the New Leases and unless and until the landlords under the ILEC MLA are different from the landlords under the CLEC MLA. The New Leases permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the New Leases, together or separately, so long as Uniti does not transfer interests in either New Lease to a Windstream competitor. In addition, the New Leases impose certain financial restrictions on Windstream if Windstream fails to maintain certain financial covenants. Windstream covenants not to incur certain indebtedness (other than certain refinancing in a principal amount that does not exceed the sum of the principal amount of the indebtedness refinanced, the accrued and unpaid interest on such indebtedness refinanced and any other amounts owing thereon and any customary costs incurred in connection with such refinancing or drawings under its third party syndicated revolving credit facility, in an amount not to exceed $750 million) if its total leverage ratio, pro forma for the incurrence of such indebtedness, would exceed 3.00:1:00. Further, Windstream covenants not to incur certain additional indebtedness, pay dividends, repurchase stock or prepay unsecured debt, or enter into a transaction with an entity controlled by a member of the board without Uniti’s consent if Windstream’s total leverage ratio exceeds 3.50:1.00. Notwithstanding the foregoing, the financial covenants described herein shall not apply at any time in which Windstream maintains a corporate family rating of not less than “B2” by Moody’s and either “B” by Standard & Poor’s or “B” by Fitch Ratings. Pursuant to the New Leases, Windstream (or any successor tenant under a New Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (or the applicable tenant under the New Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements”). Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both New Leases (and under separate equipment loan facilities) are limited to $125 million in 2020; $225 million per year in 2021 through 2024; $175 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029. Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of GCI commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the New Leases. Interest on these loans will accrue at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will receive a first-lien security interest in the equipment purchased with the loans. For any cumulative Growth Capital Improvements that Windstream (or the successor tenant under a New Lease) incurs in excess of the foregoing annual amounts in any calendar year during the term, Windstream (or such tenant, as the case may be) is entitled to reimbursement from the commitment amounts in a subsequent period, subject to an annual limit of $ 250 million in any calendar year. Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable New Lease will increase by an amount equal to 8.0 % (the “Rent Rate”) of such installment of reimbursement . The Rent Rate will thereafter increase to 100.5 % of the prior Rent Rate on each anniversary of each reimbursement . In the event that the tenant’s interest in either New Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either New Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $ 20 million per year. If Uniti fails to reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the New Leases, and such failure continues for thirty (30) days, then such un reimbursed amounts may be applied as an offset against the rent owed by Windstream under the New Leases (and such amounts will thereafter be treated as if Uniti had reimburs ed them). The New Leases provide, and the Master Lease provided, that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacement to the Distribution Systems, including without limitation, the replacement of copper distribution systems with fiber distribution systems, automatically become property of Uniti upon their construction by Windstream. We receive non-monetary consideration related to TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as real estate investments and deferred revenue. We depreciate the real estate investments over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. TCIs exclude Growth Capital Improvements as an when reimbursed by Uniti. During the three months ended September 30, 2020, Uniti reimbursed $29.1 million of Growth Capital Improvements, which, as allowed for under the Settlement, represented the reimbursement of capital improvements completed in 2020 that were previously classified as TCIs. Upon reimbursement, the Company reduced the unamortized portion of deferred revenue related to these capital improvements and capitalized the difference between the cash provided to Windstream and the unamortized deferred revenue as a lease incentive. This lease incentive, which is $0.4 million and reported within other assets on our Condensed Consolidated Balance Sheet as of September 30, 2020, will be amortized against revenue over the initial term of the New Leases. Subsequent to September 30, 2020, Windstream requested and we reimbursed $38.1 million of qualifying Growth Capital Improvements that were reported as TCIs as of September 30, 2020. As of the date of this Quarterly Report on Form 10-Q, we have reimbursed a total of $67.2 million of Growth Capital Improvements, and all amounts represent the reimbursement of qualifying Growth Capital Improvements that were previously reported as TCIs in 2020. |