Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 232,897,213 | ||
Entity Public Float | $ 1,135,058,547 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity File Number | 001-36708 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 46-5230630 | ||
Entity Address, Address Line One | 10802 Executive Center Drive | ||
Entity Address, Address Line Two | Benton Building Suite 300 | ||
Entity Address, City or Town | Little Rock | ||
Entity Address, State or Province | AR | ||
Entity Address, Postal Zip Code | 72211 | ||
City Area Code | 501 | ||
Local Phone Number | 850-0820 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Title of each class | Common Stock, $0.0001 Par Value | ||
Trading Symbol | UNIT | ||
Name of each exchange on which registered | NASDAQ | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to the 2021 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Property, plant and equipment, net | $ 3,273,353 | $ 3,409,945 |
Cash and cash equivalents | 77,534 | 142,813 |
Accounts receivable, net | 62,952 | 77,623 |
Goodwill | 601,878 | 690,672 |
Intangible assets, net | 390,725 | 531,979 |
Straight-line revenue receivable | 13,107 | 2,408 |
Other assets, net | 152,883 | 161,560 |
Investments in unconsolidated entities | 66,043 | |
Assets held for sale | 93,343 | |
Total Assets | 4,731,818 | 5,017,000 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities, net | 146,144 | 227,121 |
Settlement payable (Note 17) | 418,840 | |
Intangible liabilities, net | 187,886 | |
Accrued interest payable | 95,338 | 28,800 |
Deferred revenue | 995,123 | 1,070,671 |
Derivative liability, net | 22,897 | 23,679 |
Dividends payable | 36,725 | 43,282 |
Deferred income taxes | 10,540 | 24,431 |
Finance lease obligations | 15,468 | 52,994 |
Contingent consideration | 2,957 | 11,507 |
Notes and other debt, net | 4,816,524 | 5,017,679 |
Liabilities held for sale | 55,752 | |
Total liabilities | 6,804,194 | 6,500,164 |
Commitments and contingencies (Note 17) | ||
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: 231,262 shares at December 31, 2020 and 192,142 at December 31, 2019 | 23 | 19 |
Additional paid-in capital | 1,209,141 | 951,295 |
Accumulated other comprehensive loss | (20,367) | (23,442) |
Distributions in excess of accumulated earnings | (3,330,455) | (2,494,740) |
Total Uniti shareholders' deficit | (2,141,658) | (1,566,868) |
Noncontrolling interests: | ||
Operating partnership units | 69,157 | 83,704 |
Cumulative non-voting convertible preferred stock, $0.01 par value, 3 shares authorized, 1 issued and outstanding | 125 | |
Total shareholders' deficit | (2,072,376) | (1,483,164) |
Total Liabilities and Shareholders' Deficit | $ 4,731,818 | $ 5,017,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Statement Of Financial Position [Abstract] | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 231,262,000 |
Common stock, shares outstanding | 231,261,958 |
Cumulative non-voting convertible preferred stock par value | $ / shares | $ 0.01 |
Cumulative non-voting convertible preferred shares authorized | 3,000 |
Cumulative non-voting convertible preferred shares issued | 1,000 |
Cumulative non-voting convertible preferred shares outstanding | 1,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 1,067,041,000 | $ 1,057,611,000 | $ 1,017,634,000 |
Costs and Expenses: | |||
Interest expense, net | 497,128,000 | 390,112,000 | 319,591,000 |
Depreciation and amortization | 329,403,000 | 405,754,000 | 451,750,000 |
General and administrative expense | 104,975,000 | 102,900,000 | 85,198,000 |
Operating expense (exclusive of depreciation, accretion and amortization) | 159,337,000 | 160,024,000 | 137,065,000 |
Settlement expense (Note 17) | 650,000,000 | ||
Goodwill impairment (Note 3) | 71,000,000 | ||
Transaction related and other costs | 63,875,000 | 43,708,000 | 17,410,000 |
Gain on sale of real estate (Note 6) | (86,267,000) | (28,995,000) | |
Other (income) expense | 11,703,000 | (31,463,000) | (4,504,000) |
Total costs and expenses | 1,801,154,000 | 1,042,040,000 | 1,006,510,000 |
(Loss) income before income taxes and equity in earnings (loss) from unconsolidated entities | (734,113,000) | 15,571,000 | 11,124,000 |
Income tax (benefit) expense | (15,203,000) | 4,663,000 | (5,421,000) |
Equity in earnings (loss) from unconsolidated entities | 98,000 | ||
Net (loss) income | (718,812,000) | 10,908,000 | 16,545,000 |
Net (loss) income attributable to noncontrolling interests | (12,511,000) | 326,000 | 358,000 |
Net (loss) income attributable to shareholders | (706,301,000) | 10,582,000 | 16,187,000 |
Participating securities' share in earnings | (1,078,000) | (549,000) | (2,594,000) |
Dividends declared on convertible preferred stock | (9,000) | (656,000) | (2,624,000) |
Amortization of discount on convertible preferred stock | (993,000) | (2,980,000) | |
Net (loss) income attributable to common shareholders | $ (707,388,000) | $ 8,384,000 | $ 7,989,000 |
(Loss) earnings per common share (Note 15): | |||
Basic | $ (3.47) | $ 0.04 | $ 0.05 |
Diluted | $ (3.47) | $ 0.04 | $ 0.04 |
Weighted-average number of common shares outstanding | |||
Basic | 203,600 | 187,358 | 176,169 |
Diluted | 203,600 | 187,358 | 177,071 |
Leasing | |||
Revenues: | |||
Total revenues | $ 745,915,000 | $ 716,640,000 | $ 699,847,000 |
Costs and Expenses: | |||
Depreciation and amortization | 201,321,000 | 282,107,000 | 337,126,000 |
Fiber Infrastructure | |||
Revenues: | |||
Total revenues | 314,363,000 | 315,605,000 | 289,239,000 |
Costs and Expenses: | |||
Depreciation and amortization | 126,211,000 | 114,566,000 | 105,651,000 |
Goodwill impairment (Note 3) | 71,000,000 | 0 | 0 |
Tower | |||
Revenues: | |||
Total revenues | 6,112,000 | 14,693,000 | 14,617,000 |
Costs and Expenses: | |||
Depreciation and amortization | 783,000 | 6,474,000 | 6,704,000 |
Consumer CLEC | |||
Revenues: | |||
Total revenues | 651,000 | 10,673,000 | 13,931,000 |
Costs and Expenses: | |||
Depreciation and amortization | $ 791,000 | $ 1,879,000 | $ 1,994,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (718,812) | $ 10,908 | $ 16,545 |
Other comprehensive income (loss): | |||
Unrealized (loss) gain on derivative contracts | (7,036) | (54,612) | 24,251 |
Changes in foreign currency translation | (63) | (1,440) | |
Interest rate swap termination | 10,155 | ||
Other comprehensive income (loss) | 3,119 | (54,675) | 22,811 |
Comprehensive (loss) income | (715,693) | (43,767) | 39,356 |
Comprehensive (loss) income attributable to noncontrolling interest | (12,467) | (1,128) | 884 |
Comprehensive (loss) income attributable to common shareholders | $ (703,226) | $ (42,639) | $ 38,472 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment for Adoption of New Accounting Standard | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Distributions in Excess of Accumulated Earnings | Distributions in Excess of Accumulated EarningsCumulative Effect Adjustment for Adoption of New Accounting Standard | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non-voting Preferred Shares |
Beginning balance, value at Dec. 31, 2017 | $ (1,207,142) | $ 1,859 | $ 17 | $ 644,328 | $ 7,821 | $ (1,960,715) | $ 1,859 | $ 101,407 | |
Beginning balance, shares at Dec. 31, 2017 | 174,851,514 | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | ||||||||
Net (loss) income | $ 16,545 | 16,187 | 358 | ||||||
At-the-market issuance of common stock, net of offering costs | 109,442 | $ 1 | 109,441 | ||||||
At-the-market issuance of common stock, net of offering, shares | 5,496,763 | ||||||||
Amortization of discount on convertible preferred stock | (2,980) | (2,980) | |||||||
Other comprehensive income | 22,811 | 22,284 | 527 | ||||||
Common stock dividends declared | (427,656) | (427,656) | |||||||
Distributions to noncontrolling interest | (9,917) | (9,917) | |||||||
Convertible preferred stock dividends | (2,624) | (2,624) | |||||||
Net share settlement | (1,605) | (1,336) | (269) | ||||||
Stock-based compensation | 8,064 | 8,064 | |||||||
Stock-based compensation, shares | 187,694 | ||||||||
Ending balance, value at Dec. 31, 2018 | $ (1,493,203) | $ (61,826) | $ 18 | 757,517 | 30,105 | (2,373,218) | $ (61,826) | 92,375 | |
Ending balance, shares at Dec. 31, 2018 | 180,535,971 | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201811Member | ||||||||
Net (loss) income | $ 10,908 | 10,582 | 326 | ||||||
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 | (993) | (993) | |||||||
Other comprehensive income | (54,675) | (53,547) | (1,128) | ||||||
Common stock dividends declared | (69,403) | (69,403) | |||||||
Distributions to noncontrolling interest | (1,329) | (1,329) | |||||||
Exchange of noncontrolling interest | 6,540 | (6,540) | |||||||
Exchange of noncontrolling interest, shares | 666,576 | ||||||||
Convertible preferred stock dividends | (875) | (875) | |||||||
Equity settlement convertible preferred stock | 87,500 | $ 1 | 87,499 | ||||||
Equity settlement convertible preferred stock, shares | 8,677,163 | ||||||||
Net share settlement | (1,834) | (1,834) | |||||||
Stock-based compensation | 10,808 | 10,808 | |||||||
Stock-based compensation, shares | 357,066 | ||||||||
Equity settled contingent consideration | 11,178 | 11,178 | |||||||
Equity settled contingent consideration, in shares | 645,385 | ||||||||
Issuance of common stock - employee stock purchase plan | 884 | 884 | |||||||
Issuance of common stock - employee stock purchase plan, in shares | 83,287 | ||||||||
Equity component value of exchangeable note issuance, net | 80,770 | 80,770 | |||||||
Deferred tax liability related to exchangeable note issuance | (3,499) | (3,499) | |||||||
Sale of common stock warrant | 50,819 | 50,819 | |||||||
Payment for bond hedge option | (70,035) | (70,035) | |||||||
Ending balance, value at Dec. 31, 2019 | $ (1,483,164) | $ 19 | 951,295 | (23,442) | (2,494,740) | 83,704 | |||
Ending balance, shares at Dec. 31, 2019 | 192,141,634 | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||||
Net (loss) income | $ (718,812) | (706,301) | (12,511) | ||||||
Other comprehensive income | 3,119 | 3,075 | 44 | ||||||
Common stock dividends declared | (129,414) | (129,414) | |||||||
Distributions to noncontrolling interest | (2,080) | (2,080) | |||||||
Cumulative non-voting convertible preferred stock | 125 | $ 125 | |||||||
Net share settlement | (1,097) | (1,097) | |||||||
Stock-based compensation | 13,721 | 13,721 | |||||||
Stock-based compensation, shares | 390,066 | ||||||||
Issuance of common stock - employee stock purchase plan | 676 | 676 | |||||||
Issuance of common stock - employee stock purchase plan, in shares | 96,788 | ||||||||
Settlement Common Stock | 244,550 | $ 4 | 244,546 | ||||||
Settlement Common Stock, shares | 38,633,470 | ||||||||
Ending balance, value at Dec. 31, 2020 | $ (2,072,376) | $ 23 | $ 1,209,141 | $ (20,367) | $ (3,330,455) | $ 69,157 | $ 125 | ||
Ending balance, shares at Dec. 31, 2020 | 231,261,958 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||
Common stock dividends declared per share | $ 0.60 | $ 0.37 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities | |||
Net (loss) income | $ (718,812) | $ 10,908 | $ 16,545 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 329,403 | 405,754 | 451,750 |
Amortization of deferred financing costs and debt discount | 36,955 | 42,779 | 24,614 |
Write off of deferred financing costs and debt discount | 73,952 | ||
Interest rate swap termination | 10,155 | ||
Deferred income taxes | (13,891) | (11,428) | (7,385) |
Equity in (earnings) loss of unconsolidated entities | (98) | ||
Distributions of cumulative earnings from unconsolidated entities | 1,960 | ||
Cash paid for interest rate swap settlement | (7,818) | ||
Straight-line rental revenues | (6,872) | (208) | (15,048) |
Stock-based compensation | 13,721 | 10,808 | 8,064 |
Change in fair value of contingent consideration | 7,163 | (28,463) | (3,721) |
Goodwill impairment (Note 3) | 71,000 | ||
Gain on sale of real estate | (86,267) | (28,995) | |
Loss on sale of Uniti Fiber Midwest operations | 2,242 | ||
Loss on asset disposal | 1,796 | 6,891 | |
Other | (297) | (435) | 7,818 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 12,634 | 25,592 | (52,792) |
Other assets | (24,141) | 10,297 | 1,755 |
Accounts payable, accrued expenses and other liabilities | 37,850 | (3,260) | 41,218 |
Deferred revenue from prepaid rent - Bluebird/Uniti Fiber Midwest networks (Note 6) | 174,500 | ||
Settlement payable (Note 17) | 418,840 | ||
Net cash provided by operating activities | 157,233 | 616,982 | 472,818 |
Cash flow from investing activities | |||
Acquisition of businesses, net of cash acquired | (10,312) | (53,669) | |
Proceeds from sale of Uniti Fiber Midwest operations | 6,400 | ||
Proceeds from sale of real estate, net of cash | 391,885 | 130,429 | |
Capital expenditures - other | (317,084) | (350,480) | (423,575) |
Net cash provided by (used in) investing activities | 1,394 | (544,781) | (480,543) |
Cash flow from financing activities | |||
Repayment of Senior Secured Term Loan B | (2,044,728) | ||
Principal payment on debt | (21,080) | (21,080) | |
Dividends paid | (135,676) | (138,731) | (426,094) |
Payments of contingent consideration | (15,713) | (32,253) | (18,640) |
Proceeds from issuance of Notes | 2,250,000 | 345,000 | |
Borrowings under revolving credit facility | 170,000 | 139,000 | 500,000 |
Payments under revolving credit facility | (635,019) | (203,981) | (140,000) |
Finance lease payments | (3,702) | (4,257) | (5,946) |
Payments for financing costs | (50,875) | (49,497) | |
Settlement Common Stock issuance (Note 17) | 244,550 | ||
Common stock issuance, net of costs | 21,641 | 109,441 | |
Proceeds from sale of warrants | 50,800 | 50,819 | |
Payment for bond hedge option | (70,035) | ||
Distributions paid to noncontrolling interest | (2,322) | (3,046) | (9,917) |
Employee stock purchase plan | 676 | 883 | |
Net share settlement | (1,097) | (1,834) | (1,605) |
Net cash (used in) provided by financing activities | (223,906) | 32,629 | (13,841) |
Effect of exchange rates on cash and cash equivalents | (43) | (173) | |
Net (decrease) increase in cash and cash equivalents | (65,279) | 104,787 | (21,739) |
Cash and cash equivalents at beginning of period | 142,813 | 38,026 | 59,765 |
Cash and cash equivalents at end of period | 77,534 | 142,813 | 38,026 |
Non-cash investing and financing activities: | |||
Property and equipment acquired but not yet paid | 15,230 | 17,032 | 17,901 |
Tenant capital improvements | 102,396 | 164,742 | 153,615 |
Receipt of equity method investment value in exchange for assets | 67,904 | ||
Settlement of convertible preferred stock, Series A Shares | 87,500 | ||
Settlement of contingent consideration through non-cash consideration | 11,178 | ||
Exchange of noncontrolling interest through non-cash consideration | 6,540 | ||
Bluebird Network, LLC | |||
Cash flow from investing activities | |||
Asset acquisition | $ (320,818) | ||
NMS | |||
Cash flow from investing activities | |||
Asset acquisition | $ (3,299) | ||
Windstream | |||
Cash flow from investing activities | |||
Asset acquisition | $ (73,407) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Uniti Group Inc. (the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the state of Maryland on September 4, 2014. We are an independent, internally managed real estate investment trust (“REIT”) engaged in the acquisition and construction of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber, copper and coaxial broadband networks and data centers. We manage our operations in four separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business. On June 1, 2020, the Company completed the sale of its Uniti Towers business (see Note 6), and as of the end of the second quarter of 2020, the Company had substantially completed the wind down of its Consumer CLEC business. Starting in 2021, we will manage our operations focused on our two primary businesses, Leasing and Fiber Infrastructure (see Note 16). 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 consisted of Talk America Services. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Note 2. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include all accounts of the Company and, its wholly-owned and/or controlled subsidiaries, which includes the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Consolidated Financial Statements of Uniti Group Inc. as the Company has determined to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined 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 Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Going Concern In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) Consolidated Financial Statements are issued, concluding there are no such conditions or events 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. On September 21, 2020, Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and subsidiaries, “Windstream”) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2020 and 2019, the accumulated amortization of our finance lease assets was $16.8 million and $24.3 million, respectively. The decrease is primarily attributable to our finance lease assets reclassified to held for sale. See Note 7. Certain property, plant and equipment acquired as part of our spin-off from Windstream is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation begins once the construction period has ceased and the related asset is placed into service, and the asset will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. Tenant Capital Improvements Impairment of Long-Lived Assets Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2020 and 2019, our aggregate carrying amount of asset retirement obligations totaled $10.7 million and $9.5 million, respectively. During the years ended December 31, 2020 and 2019, we incurred liabilities of $0.2 million and $0.6 million related to asset retirement obligations, respectively. During the years ended December 31, 2020, 2019, and 2018, we recognized $1.3 million, $1.3 million, and $0.9 million of accretion expense related to asset retirement obligations, respectively. Cash and Cash Equivalents Derivative Instruments and Hedging Activities Derivatives and Hedging Note 9 Note 11 Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 13 . In connection with the offering of the Exchangeable Notes, Uniti Fiber entered into exchangeable note hedge transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers (as defined in Note 13) or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $16.42 per share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge Transactions and the Warrants meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Notes Hedge Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit. See Note 11. Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives Foreign Currency Translation Transaction Related and Other Costs Settlement Expense — As described in Note 17, on July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in an adversary proceeding against Uniti and certain of its affiliates. During the second quarter of 2020, we estimated that $ 650.0 million of the consideration paid to Windstream should be classified as settlement of litigation, and therefore, recorded a $ 650.0 million charge. The charge represented our estimated fair value of the litigation settlement component of the Settlement. Debt Issuance Costs Revenue Recognition As discussed in “Leases” in this Note 3, the Company adopted ASU No. 2016-02, Leases (“ASC 842”) on January 1, 2019. Prior to the adoption of ASC 842, the Company recognized leasing revenues on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing leasing income on a straight-line basis generally results in recognized revenues during the first half of the lease term in excess of cash amounts contractually due from our tenants, creating a straight-line rent receivable. We lease certain assets to Windstream under a triple-net leases, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) on January 1, 2018. See Note 4 for the Company’s accounting policy on recognizing revenue accounted for inside the scope of Topic 606. We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by considering a variety of factors, such as the customer’s established credit rating, if available, and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical experience and economic expectations. We update our estimate of credit loss reserves quarterly, considering recent write-offs, collections information and underlying economic expectations. The allowance for credit losses is recorded in accounts receivable, net on our Consolidated Balance Sheets. At December 31, 2020 and 2019, our allowance for credit losses was $2.9 million and $2.7 million, respectively. Credit losses for the years ended December 31, 2020, 2019 and 2018 were $1.8 million, $1.6 million and $1.5 million, respectively. Straight-Line Revenue Receivable 61.5 (as described in Note 5), determining that it was probable that we would collect all future payments due to the company over the initial term of the Windstream Leases; therefore, we account for the Windstream Leases on a straight-line basis. Leases Leases with a term of 12 months or less will be accounted for consistent with 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. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Consolidated Statements of Income. From time to time we may 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 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 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. Where we are the lessee, the ROU asset is initially measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in general and administrative and operating expense in our Consolidated Statements of Income. 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, the practical expedient in 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 $63.2 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 $1.7 million relates to the establishment of the ROU assets and lease liabilities. Stock-Based Compensation Note 14 Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the restrictions imposed by our 7.875% senior secured notes due 2025 (see Note 13), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our good faith estimate, as of the date on which the first quarterly dividend for the relevant year is declared, of our REIT taxable income for such year, determined without regard to the dividends paid deduction and excluding any capital gains, until we reduce our net leverage ratio. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America, as well as certain portions of Uniti Towers, as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized The Company is subject to restrictions on distributions to its shareholders based on our 7.875% senior secured notes due 2025. The restrictions permit the Company to make the minimum required distribution to maintain its status as a REIT, which is limited to 90% of our REIT taxable income. The restrictions will remain in place until the Company’s net leverage ratio (as defined) is below 5.75 : 1.00. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $ million recorded in deferred income taxes on our Consolidated Balance Sheet . The Company will be subject to a federal corporate level tax on any gain recognized from the sale of assets occurring within a five year recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. Business Combinations and Asset Acquisitions Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the Consolidated Balance Sheets. Investments in Unconsolidated Entities our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 8. Goodwill Intangibles-Goodwill and Other We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Income not to exceed the carrying value of goodwill. We performed our goodwill impairment analysis during the fourth quarter of 2020. As a result of increased capital expenditure investments in dark fiber and small cell projects and less than anticipated cash flow growth, we concluded that it was more likely than not that the fair value of the Fiber Infrastructure reporting unit, estimated using a combination of the income approach and market approach, is less that its carrying amount. Accordingly, we recorded a $71 million goodwill impairment in the Fiber Infrastructure reporting unit. During the years ended December 31, 2019 and 2018, no impairment losses were recognized. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our expectations of average projected revenue growth percentage, average projected EBITDA margin percentage and/or average projected capital expenditures as a percentage of revenue change, we may experience future impairment to goodwill (while other assumptions remain constant). Furthermore, a deterioration in market factors such as stock prices or increased interest rates, and/or declines in acquisition multiples utilized in the market approach could affect the likelihood and amount of potential impairment. Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 1 5 . Concentration of Credit Risks under the Master Lease and the Windstream Leases provided Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Windstream Leases, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Windstream Leases or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us. Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream has posted certain information regarding its fourth quarter and full year 2020 results on the investor relations page of its website, which can be found at https://investor.windstream.com. Neither Windstream filings nor the information available on the investor relations page of its website are incorporated by reference in this Annual Report on Form 10-K. We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the Windstream Leases, (iii) monitoring new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the Windstream Leases and (vi) monitoring the timeliness of its payments under the Windstream Leases. As of the date of this Annual Report on Form 10-K, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream. Reclassifications—Certain prior year asset categories and related amounts in Note 5 have been reclassified to conform with current year presentation. Recently Issued Accounting Pronouncements On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the accounting for credit losses affecting loans, debt securities, trade receivables, net investments in leases, and any other financial asset not excluded from the scope that have the contractual right to receive cash. We adopted ASU 2016-13 effective January 1, 2020, and there was no material impact on our financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and inte |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 4. Revenues Nature of goods and services The following is a description of principal activities, separated by reportable segments ( see Note 1 6 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 to anchor customers on either an exclusive or shared-tenant basis. See Note 3 and Note 5 . Fiber Infrastructure The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides: i. Consumer, enterprise, wholesale, and backhaul lit fiber revenue is recognized over the life of the contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. ii. E-rate contracts involve providing lit fiber services to schools and libraries, and revenue is recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly. iii. Small cell contracts provide improved network connection to areas that may not require or accommodate a tower. Small cell arrangements typically contain five streams of revenue: site development, radio frequency (“RF”) design, dark fiber lease, construction services, and maintenance services. Site development, RF design and construction are each separate services and are considered distinct performance obligations. Dark fiber and associated maintenance services constitute a lease, and as such, revenue is recognized under the leasing guidance. iv. Construction revenue is generated from contracts to provide various construction services such as equipment installation or the laying of fiber. Construction revenue is recognized over time as construction activities occur as we are either enhancing a customer’s owned asset or constructing an asset with no alternative use to us and we would be entitled to our costs plus a reasonable profit margin if the contract was terminated early by the customer. We are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. v. Dark fiber arrangements represent operating leases and revenue is recognized under the leasing guidance . When (i) a customer makes an advance payment or (ii) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise. vi. The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation. Towers The Towers segment represents the operations of our former towers business, Uniti Towers, through which we acquired and constructed tower and tower-related real estate, which we then leased to our customers in the United States. Revenue from our towers business revenue is recognized under the leasing guidance. On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody Investment Advisors LP (“Melody”) for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the tower business through a newly formed limited partnership with Melody. See Note 6. Consumer CLEC The Consumer CLEC segment represents the operations of Talk America Services (“Talk America”), which provided local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers were billed monthly for services rendered based on actual usage or contracted amounts. The transaction price is equal to the monthly-recurring charge multiplied by the initial contract term (typically 12 months), plus any non-recurring or variable charges. In 2019, we commenced a wind down of our Consumer CLEC business, which we substantially completed during the second quarter of 2020. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2020 2019 2018 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 106,125 $ 125,983 $ 132,361 Enterprise and wholesale 78,702 66,545 63,519 E-Rate and government 80,428 89,430 74,752 Other 4,341 2,402 4,492 Fiber Infrastructure $ 269,596 $ 284,360 $ 275,124 Leasing 1,420 - - Consumer CLEC 651 10,673 13,931 Total revenue from contracts with customers 271,667 295,033 289,055 Revenue accounted for under leasing guidance 795,374 762,578 728,579 Total revenue $ 1,067,041 $ 1,057,611 $ 1,017,634 At December 31, 2020 and 2019, lease receivables were $17.5 million and $28.8 million, respectively, and receivables from contracts with customers were $45.1 million and $48.6 million, respectively. Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue) Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the years ended December 31, 2020, 2019, and 2018, we recognized revenues of $5.4, $4.7, and $14.7 million, respectively that was included in the December 31, 2019, December 31, 2018, and January 1, 2018 contract liabilities balance, respectively. The following table provides information about contract assets and contract liabilities accounted for under Topic 606. (Thousands) Contract Assets Contract Liabilities Balance at December 31, 2019 $ 11,535 $ 12,717 Balance at December 31, 2020 $ 3,462 $ 18,601 Transaction Price Allocated to Remaining Performance Obligations Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract assets primarily relate to costs incremental to obtaining contracts and contract liabilities primarily relate to deferred revenue from non-recurring charges. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of December 31, 2020, our future revenues (i.e. transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $476.6 1.8 y 6.9 years Commissions Under Topic 606 and Topic 340, Other Assets and Deferred Costs 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 | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 5. 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 less than one year to 35 years one year to 20 years one to six months The components of lease income for the years ended December 31, 2020 and 2019 are as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Lease income - operating leases $ 795,374 $ 762,578 Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as of December 31, 2020 are as follows: (Thousands) December 31, 2020 (1) 2021 $ 737,233 2022 745,132 2023 746,151 2024 746,448 2025 747,257 Thereafter 3,625,031 Total lease receivables $ 7,347,252 (1) The underlying assets under operating leases where we are the lessor as of December 31, 2020 and 2019 are summarized as follows: (Thousands) December 31, 2020 December 31, 2019 Land $ 26,596 $ 27,392 Building and improvements 335,495 341,096 Real property interest - - Poles 266,758 258,535 Fiber 2,994,465 2,836,939 Equipment 421 419 Copper 3,850,988 3,792,366 Conduit 89,773 89,770 Tower assets 1,397 168,453 Finance lease assets (1) 32,660 32,660 Other assets 10,425 10,279 7,608,978 7,557,909 Less: accumulated depreciation (5,222,731 ) (5,033,080 ) Underlying assets under operating leases, net $ 2,386,247 $ 2,524,829 (1) Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2020 and 2019 is summarized as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Depreciation expense for underlying assets under operating leases $ 209,946 $ 293,899 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 20 years, and some of which may include options to terminate the leases within one to six months As of December 31, 2020, we have short term lease commitments amounting to approximately $2.0 million, for colocation and dark fiber arrangements. The components of lease cost are presented within general and administrative expense and operating expense, while sublease income is presented within revenues in our Consolidated Statements of Income for the years ended December 31, 2020 and 2019 are as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Finance lease cost Amortization of ROU assets $ 3,702 $ 4,257 Interest on lease liabilities 3,807 4,209 Total finance lease cost 7,509 8,466 Operating lease cost 24,080 26,446 Short-term lease cost 2,029 1,894 Variable lease cost 679 316 Less sublease income (12,273 ) (12,354 ) Total lease cost $ 22,024 $ 24,768 Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2020 and 2019 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2020 December 31, 2019 Operating leases ROU asset, net (1) Other assets, net $ 97,850 $ 127,490 ROU liability (2) Accounts payable, accrued expenses and other liabilities, net 71,483 127,879 Finance leases ROU asset, gross (3) Property, plant and equipment, net $ 128,098 $ 129,900 ROU liability (4) Finance lease obligations 48,724 52,994 Weighted-average remaining lease term Operating leases 12.2 years 11.8 years Finance leases 13.3 years 13.9 years Weighted-average discount rate Operating leases 9.9 % 9.7 % Finance leases 8.0 % 8.0 % (1) (2) (3) (4) Other information related to leases as of December 31, 2020 and 2019 are as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 3,807 $ 4,209 Operating cash flows from operating leases 28,485 27,835 Financing cash flows from finance leases 3,702 4,257 Non-cash items: New operating leases and remeasurements, net $ 2,681 $ 43,593 New finance leases 31 3,432 Future lease payments under non-cancellable leases as of December 31, 2020 are as follows: (Thousands) Operating Leases (1) Finance Leases (2) 2021 $ 20,106 $ 6,733 2022 17,512 6,602 2023 14,890 6,581 2024 10,698 6,216 2025 6,712 5,164 Thereafter 35,740 45,495 Total undiscounted lease payments $ 105,658 $ 76,791 Less: imputed interest (34,175 ) (28,067 ) Total lease liabilities $ 71,483 $ 48,724 (1) (2) Future sublease rentals as of December 31, 2020 are as follows: (Thousands) Sublease Rentals 2021 $ 8,703 2022 8,753 2023 8,806 2024 8,858 2025 8,913 Thereafter 124,813 Total $ 168,846 Windstream 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 “Windstream Leases”), which Windstream Leases amended and restated the Master Lease in its entirety. The Windstream Leases consist of two leases: (a) a master lease (the “ILEC MLA”) that governs Uniti owned assets used for Windstream’s incumbent local exchange carrier (“ILEC”) operations and (b) a master lease (the “CLEC MLA”) that governs Uniti owned assets used for Windstream’s competitive local exchange carrier (“CLEC”) operations. The aggregate initial annual rent under the Windstream Leases is 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 Windstream Leases contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is the tenant under both of the Windstream Leases and unless and until the landlords under the ILEC MLA are different from the landlords under the CLEC MLA. The Windstream Leases permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the Windstream Leases, together or separately, so long as Uniti does not transfer interests in either Windstream Lease to a Windstream competitor. In addition, the Windstream Leases impose certain financial restrictions on Windstream if Windstream fails to maintain certain financial covenants. Windstream covenants not to incur certain indebtedness (other than certain refinancing in a principal amount that does not exceed the sum of the principal amount of the indebtedness refinanced, the accrued and unpaid interest on such indebtedness refinanced and any other amounts owing thereon and any customary costs incurred in connection with such refinancing or drawings under its third party syndicated revolving credit facility, in an amount not to exceed $750 million) if its total leverage ratio, pro forma for the incurrence of such indebtedness, would exceed 3.00:1:00. Further, Windstream covenants not to incur certain additional indebtedness, pay dividends, repurchase stock or prepay unsecured debt, or enter into a transaction with an entity controlled by a member of the board without Uniti’s consent if Windstream’s total leverage ratio exceeds 3.50:1.00. Notwithstanding the foregoing, the financial covenants described herein shall not apply at any time in which Windstream maintains a corporate family rating of not less than “B2” by Moody’s and either “B” by Standard & Poor’s or “B” by Fitch Ratings. Pursuant to the Windstream Leases, Windstream (or any successor tenant under a Windstream Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (or the applicable tenant under the Windstream Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements”). Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) are limited to $ million per year in 202 1 through 2024; $ 175 million per year in 2025 and 2026; and $ 125 million per year in 2027 through 2029. If the cost incurred by Windstream (or the successor tenant under a Windstream Lease) for Growth Capital Improvements in any calendar year exceeds the annual limit for such calendar year, Windstream (or such tenant, as the case may be) may submit such excess costs for reimbursement in any subsequent year and such excess costs shall be funded from the annual commitment amounts in such subsequent period. In addition, to the extent that reimbursements for Growth Capital Improvements funded in any calendar year during the term is less than the annual limit for such calendar year, the unfunded amount in any calendar year will carry-over and may be added to the annual limits for subsequent calendar years, subject to an annual limit of $250 million in any calendar year, except that, during calendar year 2021, Uniti’s combined total obligation to fund Growth Capital Improvements may exceed $250 million to the extent of any unfunded excess amounts from calendar year 2020. Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease will increase by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement. The Rent Rate will thereafter increase to 100.5% of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either Windstream Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $20 million per year. If Uniti fails to any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the Leases, and such failure continues for thirty (30) days, then such un amounts may be applied as an offset against the rent owed by Windstream under the Leases (and such amounts will thereafter be treated as if Uniti had ed them). Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of 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 Windstream Leases. Interest on these loans will accrue at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will receive a first-lien security interest in the equipment purchased with the loans. No such loans were made to Windstream during 2020. The Windstream 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 year ended December 31, 2020, Uniti reimbursed $84.7 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 $1.0 million and reported within other assets on our Consolidated Balance Sheet as of December 31, 2020, will be amortized against revenue over the initial term of the Windstream Leases. Subsequent to December 31, 2020, Windstream requested and we reimbursed $26.2 million of qualifying Growth Capital Improvements that were reported as TCIs as of December 31, 2020. As of the date of this Annual Report on Form 10-K, we have reimbursed a total of $110.9 million of Growth Capital Improvements, and all amounts represent the reimbursement of qualifying Growth Capital Improvements that were previously reported as TCIs in 2020. |
Business Combinations, Asset Ac
Business Combinations, Asset Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations, Asset Acquisitions and Dispositions | Note 6. Business Combinations, Asset Acquisitions and Dispositions 2020 Transactions Windstream Settlement Agreement On September 18, 2020, and in furtherance of the Settlement Agreement ( see Note 17 ), Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)) and (y) the fiber assets (and underlying rights) for the 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)), which IRUs generated $28.9 million of annual EBITDA in the aggregate as of the closing of the Asset Purchase Agreement. In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the transferred fiber assets. The Company concluded that the Asset Purchase Agreement, and the obligation for Uniti to make cash payments to Windstream in accordance with the terms of the Settlement Agreement ( see Note 17 ), should be combined for the accounting purpose of ASC 842. As such, total consideration provided to Windstream under the Settlement has been allocated as follows: (Thousands) Consideration: Asset Purchase Agreement $ 284,550 Fair value of settlement obligation 438,577 Total consideration $ 723,127 Fair values of the assets acquired and liabilities assumed as of the acquisition date: Property, plant and equipment $ 170,754 Intangible assets, net 69,832 Other assets 27,632 Intangible liabilities (195,091 ) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 Of the $ 69.8 million of intangible assets acquired, $ 59.3 8 10.5 30 19 27.6 Sale of Midwest Fiber Network On July 1, 2020, the Company completed the sale of the entity that controlled the Company’s Midwest fiber network assets (the “Propco”) to Macquarie Infrastructure Partners (“MIP”), selling net assets having a book value of $186.5 million for total cash consideration of $167.6 million. The Company retained a 20% investment interest in the Propco, having a fair value of $ 41.9 million, through a newly-formed limited liability company with MIP (see Note 8). During the third quarter, we recorded a gain of $ 23.0 million related to this transaction. Sale of U.S. Tower Portfolio On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody, selling net assets having a book value of $190.0 million for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the tower business, having a fair value of $26.0 million, through a newly-formed limited partnership with Melody (see Note 8), and will receive incremental earn-out payments, estimated to be $1.6 million, which is included in other assets on the Consolidated Balance Sheet as of December 31, 2020. During the second quarter, we recorded a gain of $63.4 million related to this transaction. 2019 Transactions Bluebird Network, LLC On August 30, 2019, the Company closed on its operating company/property company (“OpCo-PropCo”) transaction with MIP to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets division of Macquarie Group. Bluebird’s network consists of approximately 178,000 fiber strand miles in the Midwest across Missouri, Kansas, Illinois and Oklahoma. In the transaction, Uniti purchased the Bluebird fiber network and MIP purchased the Bluebird operations. In addition, Uniti sold Uniti Fiber’s Midwest operations to MIP, while Uniti retains its existing Midwest fiber network. Uniti acquired the fiber network of Bluebird for $320.8 million, which included transaction costs of $1.8 million. Uniti funded $175 million in cash and $144 million from pre-paid rent received from MIP at closing. The pre-paid rent is recorded within deferred revenue on our Consolidated Balance Sheet. In connection with the sale of the Company’s Midwest operations, we received total upfront cash of approximately $37 million, including related pre-paid rent received from MIP at closing. Concurrently with the closing of these transactions, Uniti has leased the Bluebird fiber network and its Midwest fiber network on a combined basis to MIP, under a long-term triple net lease (the “Bluebird Lease”). The Bluebird Lease is reported within the results of our Leasing segment. The Midwest operations that was sold to MIP was previously reported in our Fiber Infrastructure segment. The acquisition of the Bluebird network was accounted for as an asset acquisition. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 139,566 Intangible assets 175,401 Other assets 8,946 Accounts payable, accrued expenses and other liabilities (3,095 ) Total purchase consideration $ 320,818 Acquired right of use assets and liabilities of $8.9 million and $3.1 million are recorded within other assets, net and accounts payable, accrued expenses and other liabilities, net on our Consolidated Balance Sheets, respectively. Of the $175.4 million of intangible assets acquired, $124.7 million is related to rights of way (30 year life) and $50.7 million is related to an in-place lease (20 year life). The Company determined the useful life of the rights of way intangible asset by aligning the useful life of the intangible with that of the underlying fiber assets acquired. The in-place lease will be amortized over the initial 20-year lease term. Upon the sale of our Midwest operations, we recognized an approximately $2.2 million net loss, which is recorded within other (income) expense on the Consolidated Statements of Income. This loss included the allocation of approximately $2.2 million of goodwill. See Note 12. Sale of Ground Lease Portfolio On May 23, 2019, the Company completed the sale of substantially all of its U.S. ground lease business. During second quarter, we received cash consideration of $30.7 million resulting in a pre-tax gain of $5.0 million. We sold an additional ground lease during the third quarter, receiving cash consideration of $2.9 million. Sale of Latin American Tower Portfolio On April 2, 2019, the Company completed the sale of the Uniti Towers’ Latin America business (“LATAM”) to an entity controlled by Phoenix Towers International for cash consideration of $101.6 million resulting in a pre-tax gain of $23.8 million. JKM Consulting Inc. (M2 Connections) On March 25, 2019, we acquired 100% of the outstanding equity of JKM Consulting Inc. d/b/a M 2 2 M 2 is a dark fiber and internet access provider primarily to educational institutions in Alabama. This acquisition strengthens Uniti Fiber’s relationships with new 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. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill of $1.7 million within our Fiber Infrastructure segment. See Note 1 6. 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. The financial results of M 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. I TS 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. The excess of the cost of the acquisition over the fair value of the assets acquired is recorded as goodwill within our Fiber Infrastructure segment. See Note 16 During the first quarter of 2019, certain contractual working capital adjustments resulted in a $ 1.3 million reduction of the purchase price and goodwill. (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. The acquired business contributed revenue of $9.0 million and an operating income of $0.5 million, which excludes transaction related costs, to our consolidated results from the date of acquisition through December 31, 2018. We recorded transaction related costs related to the acquisition of ITS for the year ended December 31, 2018 of $0.3 million within transaction related and other costs on the Consolidated Statement of Income. The following table presents the unaudited pro forma summary of our financial results as if the ITS acquisition had occurred on January 1, 2017. The pro forma results include additional amortization resulting from purchase accounting adjustments related to the intangible asset. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2017. Year Ended (Thousands, except per share data) December 31, 2018 Pro forma revenue $ 1,054,192 Pro forma net income (loss) 17,727 |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | Note 7. Assets and Liabilities Held for Sale In October 2020, the Company entered into an OpCo-PropCo transaction with Everstream Solutions LLC (“Everstream”). As part of the transaction, Uniti will enter into two 20-year IRU lease agreements with Everstream on Uniti owned fiber. Concurrently, Uniti has agreed to sell its Uniti Fiber Northeast operations and certain dark fiber IRU contracts acquired as part of the Windstream settlement to Everstream. Total cash consideration, including upfront IRU payments, is approximately $135 million. In addition to the upfront proceeds, Uniti will receive fees of approximately $3 million annually from Everstream over the initial 20-year term of the IRU lease agreements, subject to an annual escalator of 2%. The transaction is subject to regulatory approval and other customary closing conditions and is expected to close in the second quarter of 2021. The following table presents the assets and liabilities associated with the Opco-Propco transaction with Everstream classified as held for sale as of December 31, 2020: (Thousands) December 31, 2020 Assets: Property, plant and equipment, net $ 44,150 Goodwill 17,794 Intangible assets, net 10,720 Right of use assets, net 20,679 Total Assets $ 93,343 Liabilities: Lease liabilities $ 17,647 Intangible liabilities, net 4,849 Finance lease obligations 33,256 Total Liabilities $ 55,752 The assets and liabilities associated with the Everstream transaction are included in the results of the 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. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Note 8. Investment in Unconsolidated Entities As of December 31, 2020, the Company had an aggregate investment of $66.0 million in its equity method unconsolidated entities, which included a 42% interest in Fiber Holdings and approximately a 10% interest in Harmoni. Fiber Holdings Fiber Holdings was primarily established to develop fiber networks as real estate property for long-term investment. Fiber Holdings has a 47.5% ownership in the Propco that is under a long-term, triple net lease with our joint venture partner. Our ownership interest in Fiber Holdings represents approximately a 20% economic interest in the Propco. The Company’s current investment and maximum exposure to loss as a result of its involvement with was approximately $41.1 million as of December 31, 2020. The Company has not provided financial support to Harmoni Harmoni was primarily established to develop wireless communication towers as real estate property for long-term investment. We concluded that Harmoni is a VIE; however, the Company determined that it was not the primary beneficiary of Harmoni because the Company lacks the power to direct the activities that most significantly impact its economic performance. The Company’s current investment and maximum exposure to loss as a result of its involvement with Harmoni was approximately $ million as of December 31, 2020. The Company has not provided financial support to Harmoni. We provide transition services to Harmoni in exchange for fees and reimbursements. Total transition service fees earned in connection with Harmoni were $0.7 million for the year ended December 31, 2020, which is included in operating expense on a net basis in our Consolidated Statements of Income (Loss). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 9. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for the asset or liability Our financial instruments consist of cash and cash equivalents, accounts and other receivables, derivative instruments, contingent consideration, our outstanding notes and other debt, and accounts, interest and dividends payable. The following table summarizes the fair value of our financial instruments at December 31, 2020 and 2019: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2020 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,410,313 $ — $ 2,410,313 $ — Senior secured notes - 6.00%, due April 15, 2023 561,000 — 561,000 — Senior unsecured notes - 8.25%, due October 15, 2023 1,112,775 — 1,112,775 — Senior unsecured notes - 7.125%, due December 15, 2024 601,500 — 601,500 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 426,058 — 426,058 — Senior secured revolving credit facility, variable rate, due April 24, 2022 110,000 — 110,000 — Derivative liability, net 22,897 — 22,897 — Settlement payable 418,840 — 418,840 — Contingent consideration 2,957 — — 2,957 Total $ 5,666,340 $ — $ 5,663,383 $ 2,957 (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, 2019 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,998,721 $ — $ 1,998,721 $ — Senior secured notes - 6.00% , due April 15, 2023 528,000 — 528,000 — Senior unsecured notes - 8.25%, due October 15, 2023 971,250 — 971,250 — Senior unsecured notes - 7.125%, due December 15, 2024 511,500 — 511,500 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 309,638 — 309,638 — Senior secured revolving credit facility, variable rate, due April 24, 2022 574,961 — 574,961 — Derivative liability, net 23,679 — 23,679 — Contingent consideration 11,507 — — 11,507 Total $ 4,929,256 $ — $ 4,917,749 $ 11,507 The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments. The total principal balance of our Notes and other debt was $4.97 billion at December 31, 2020, with a fair value of $5.22 billion. The estimated fair value of the Notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative instruments are carried at fair value. See Note 11. The fair value of our interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both Uniti 's own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative instruments fall within Level 2 of the fair value hierarchy; however, the associated credit valuation adjustments utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by the Company and its counterparties. As of December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative instruments valuation in Level 2 of the fair value hierarchy. Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes (see Note 13) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information, quoted market prices, and current market rates for similar convertible debt instruments. Uniti is required to make a $490.1 million cash payment to Windstream in equal installments over 20 consecutive quarters beginning the first month after Windstream’s emergence (the “Settlement Payable”) (see Note 17). The Settlement Payable was initially recorded at its fair value, which was determined using the present value of required future cash payments and is classified in Level 2 of the fair value hierarchy. The fair value of the Settlement Payable is $418.8 million and is reported as settlement payable on our Consolidated Balance Sheet at December 31, 2020. As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones; therefore, we recorded the estimated fair value of future contingent consideration of $3.0 million as of December 31, 2020. The fair value of the contingent consideration as of December 31, 20 20 , was determined using a discounted cash flow model and probability adjusted estimates of the operational milestones and is classified as Level 3. During the year s ended December 31, 20 20 and 20 19 , we paid $ 15.7 million and $ 29.6 million, respectively, for the achievement of certain milestones in accordance with the Tower Cloud merger agreement. Changes in the fair value of contingent consideration will be recorded in our Consolidated Statement of Income in the period in which the change occurs. For the year ended December 31, 2020, there was a $7.2 million increase in the fair value of the contingent consideration that was recorded in Other (income) expense on the Consolidated Statements of Income. The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2019 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2020 Contingent consideration $ 11,507 $ — $ 7,163 $ (15,713 ) $ 2,957 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 10. Property, Plant and Equipment The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2020 December 31, 2019 Land Indefinite $ 27,945 $ 28,337 Building and improvements 3 - 40 years 351,305 355,225 Real property interests See Note 3 - 3,308 Poles 30 years 266,758 258,535 Fiber 30 years 3,737,372 3,456,398 Equipment 5 - 7 years 298,912 293,427 Copper 20 years 3,850,987 3,792,366 Conduit 30 years 89,773 89,770 Tower assets 20 years 8,571 170,063 Finance lease assets See Note 3 74,103 129,900 Construction in progress See Note 3 47,086 89,007 Other assets 15 - 20 years 10,553 11,591 Corporate assets 3 - 7 years 13,475 5,552 8,776,840 8,683,479 Less accumulated depreciation (5,503,487 ) (5,273,534 ) Property, plant and equipment, net $ 3,273,353 $ 3,409,945 Finance lease assets above represent fiber leases, where we have the exclusive, unrestricted, and indefeasible right to use one, a pair, or more strands of fiber of a fiber cable. Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $301.2 million, $ 377.3 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 11. 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 term loan facility. These interest rate swaps were designated as cash flow hedges and have a notional value of $2.02 billion and mature on October 24, 2022 As result of the repayment of the Company’s term loan facility in February of 2020 (see Note 13), the Company entered into receive-fixed interest rate swaps to offset its existing pay-fixed interest rate swaps. As a result, the Company discontinued hedge accounting as the hedge accounting requirements were no longer met. Amounts in accumulated other comprehensive (loss) income as of the date of de-designation, will be reclassified to interest expense as the hedged transactions impact earnings. Prospectively, changes in fair value of all interest rate swaps will be recorded directly to earnings. The Company has elected to offset derivative positions that are subject to master netting arrangements with the same counterparty in our Consolidated Balance Sheets. The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2020 were as follows: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Recognized Assets or Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets Assets Interest rate swaps $ 27,869 $ (27,869 ) $ - Total $ 27,869 $ (27,869 ) $ - Liabilities Interest rate swaps $ 50,766 $ (27,869 ) $ 22,897 Total $ 50,766 $ (27,869 ) $ 22,897 The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2020 December 31, 2019 Interest rate swaps Derivative liability, net $ 22,897 $ 23,679 As of December 31, 2020, all of the interest rate swaps were valued in net unrealized loss positions and recognized as a liability balance within the derivative liability, net on the Consolidated Balance Sheets. As hedge accounting is no longer applied beginning in February 2020, the unrealized loss amounts are now being recorded directly to earnings. For the year ended December 31, 2020, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments prior to the February 2020 discontinuance of hedge accounting was $7.7 million. The amount reclassified out of other comprehensive income into interest expense on our Consolidated Statements of Income (Loss) for the year ended December 31, 2020 was $10.8 million. As of December 31, 2019, all of the interest rate swaps were valued in net unrealized loss positions and recognized as a liability balance within the derivative liability, net on the Consolidated Balance Sheets. For the years ended December 31, 2019 and 2018, the amount recorded in other comprehensive income related to the derivative instruments was $51.3 million unrealized loss and our Consolidated Statement of Income the years ended December 31, 201 9 and 201 8 was $ 3.3 million interest benefit and $ 2.6 million interest expense , respectively. For the years ended December 31, 2019 and 2018 , there were no ineffective portions of the change in fair value derivatives. During the next twelve months, beginning January 1, 2021, we estimate that $ 11.3 Exchangeable Notes Hedge Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes ( see Note 13 The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. Uniti Fiber used approximately $70.0 million of the net proceeds from the offering of the Exchangeable Notes to pay the cost of the Note Hedge Transactions. The Note Hedge Transactions meet certain accounting criteria under GAAP and are recorded in additional paid-in capital on our Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. Warrant Transactions On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the exercise by the Initial Purchasers of their option to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties Warrants to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of approximately $16.42 per share. The maximum number of shares of the Company’s common stock that could be issued pursuant to the Warrants is approximately 55.5 million. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). If the market value per share of the Company’s common stock, as measured under the Warrants, at the time of exercise exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants will expire over a period beginning in September 2024. The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $50.8 million from the offering and sale of the Warrants. The Warrants meet certain accounting criteria under GAAP, and are recorded in additional paid-in capital on our Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 12. Goodwill and Intangible Assets As part of the transaction with Everstream (see Note 7), we reclassified the associated assets and liabilities held for sale, including $17.8 million of goodwill and $10.7 million of intangible assets. Changes in the carrying amount of goodwill occurring during the year ended December 31, 2020 and 2019, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2018 $ 692,385 $ 692,385 Goodwill purchase accounting adjustments (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions (444 ) (444 ) Goodwill at December 31, 2019 690,672 690,672 Goodwill impairment (Note 3) (71,000 ) (71,000 ) Goodwill reclassified to held for sale (17,794 ) (17,794 ) Goodwill at December 31, 2020 $ 601,878 $ 601,878 The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2020 December 31, 2019 Cost Accumulated Amortization Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ - $ - $ 2,000 $ - Finite life intangible assets: Customer lists 416,104 (82,989 ) 450,603 (93,794 ) Contracts (Note 6) 48,269 (1,068 ) In-place lease (1) - - 50,705 (845 ) Underlying rights (1) 10,497 (87 ) 124,696 (1,386 ) Total intangible assets 474,870 628,004 Less: accumulated amortization (84,145 ) (96,025 ) Total intangible assets, net $ 390,725 $ 531,979 Finite life intangible liabilities: Acquired below-market leases $ 190,086 $ (2,200 ) $ - $ - Total intangible liabilities 190,086 - Less: accumulated amortization (2,200 ) - Total intangible liabilities, net $ 187,886 $ - (1) The Propco's intangible assets were sold on July 1, 2020. See Note 6 . As of December 31, 2020, the remaining weighted average amortization period of the Company’s intangible assets and liabilities was 15.8 million and |
Notes and Other Debt
Notes and Other Debt | 12 Months Ended |
Dec. 31, 2020 | |
Long Term Debt [Abstract] | |
Notes and Other Debt | Note 13. Notes and Other Debt All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2020 December 31, 2019 Principal amount $ 4,965,000 $ 5,224,747 Less unamortized discount, premium and debt issuance costs (148,476 ) (207,068 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,816,524 $ 5,017,679 Notes and other debt at December 31, 2020 and 2019 consisted of the following: December 31, 2020 December 31, 2019 (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 5.66%) $ - $ - $ 2,044,728 $ (74,523 ) Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (39,852 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%) 550,000 (4,053 ) 550,000 (5,633 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (22,024 ) 1,110,000 (28,808 ) Senior unsecured notes - 7.125%, due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (5,316 ) 600,000 (6,304 ) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%) 345,000 (69,608 ) 345,000 (85,272 ) Senior secured revolving credit facility, variable rate, due April 24, 2022 110,000 (7,623 ) 575,019 (6,528 ) Total $ 4,965,000 (148,476 ) $ 5,224,747 $ (207,068 ) At December 31, 2020, notes and other debt included the following: (i) $110.0 million under the Revolving Credit Facility (as defined below) pursuant to the credit agreement by and among the Borrowers (as defined below), 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 “2023 Secured Notes”); (iii) $1.11 billion aggregate principal amount of 8.25% Senior Unsecured Notes due October 15, 2023 (the “2023 Notes”); (iv) $600.0 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”); (v) $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes”). On February 10, 2020, the Operating Partnership and certain of its subsidiaries issued $2.25 billion aggregate principal amount of 7.875% senior secured notes due 2025 (the “2025 Secured Notes”) and used the proceeds from the offering to repay all $2.05 billion of outstanding term loans under our senior secured credit facilities and to repay approximately $156.7 million of revolving loans (and terminated related commitments of approximately $157.6 million). Credit Agreement Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Borrowers”) are party to the Credit Agreement, which after the Seventh Amendment (as defined below) as of December 31, 2020, provided for a $60.5 million non-extended revolving credit facility that matures on April 24, 2022 (the “Non-Extended Revolving Credit Facility”) and a $500 million revolving credit facility extended that, upon receipt of routine regulatory approvals, will mature on December 10, 2024 (the “Extended Revolving Credit Facility” and together with Non-Extended Revolving Credit facility, the “Revolving Credit Facility”), which provide us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time. All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors. The Credit Agreement previously provided for a term loan facility, of which all $2.05 billion of outstanding loans was repaid in full in connection with the issuance of the 2025 Secured Notes in February 2020. The Borrowers are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and, if such debt is secured, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00. In addition, the Credit Agreement contains customary events of default, including a cross default provision whereby the failure of the Borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of December 31, 2020, the Borrowers were in compliance with all of the covenants under the Credit Agreement. A termination of either Windstream Lease would result in an “event of default” under the Credit Agreement if a replacement lease is not entered into within ninety (90) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00 . 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 “Fourth Amendment”) to our Credit Agreement. During the pendency of Windstream’s bankruptcy, the Fourth Amendment generally limited our ability under the Credit Agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. On June 24, 2019, we entered into an amendment (the “Fifth Amendment”) to our Credit Agreement to extend the maturity date of $575.9 million of commitments under the Revolving Credit Facility to April 24, 2022 and to pay down approximately $101.6 million of outstanding revolving loans and terminate the related commitments. The maturity date of approximately $72.4 million of other commitments was not extended. On June 28, 2019, the Company repaid approximately $174.0 million in total borrowings, which consisted of the $101.6 million required repayment pursuant to the Fifth Amendment and $72.4 million of non-extended borrowings, thereby terminating the non-extended commitments. As a result, all remaining $575.9 million of commitments will terminate on April 24, 2022, at which time all outstanding borrowings must be repaid. The Company used a portion of the net proceeds from the offering of Exchangeable Notes described below to fund the repayments. On February 10, 2020, 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 2019 audited financial statements. The limited waiver was issued in connection with an amendment (the “Sixth Amendment”) to our Credit Agreement. On December 10, 2020, we entered into an amendment (the “Seventh Amendment”) to our Credit Agreement. Pursuant to the Seventh Amendment, commitments from new and existing lenders under the Revolving Credit Facility have increased to $500 million and, subject to certain conditions, the maturity date of such commitments has been extended to December 10, 2024. Certain non-extending lender commitments of $60.5 million will mature on April 24, 2022 and will continue to bear interest at rates previously in effect. Prior to the expiration of these commitments, the aggregate size of the Revolving Credit Facility will be $560.5 million from all lenders. Borrowings under (a) the Non-Extended Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 3.75% to 4.25% or a eurodollar rate plus an applicable margin ranging from 4.75% to 5.25% and (b) the Extended Revolving Credit Facility, upon receipt of routine regulatory approvals, which are expected by the end of the first quarter of 2021, will bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a eurodollar rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. We are required to pay a quarterly commitment fee under the Revolving Credit Facility equal to 0.50% of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40% per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to eurodollar borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter. The Notes The Borrowers, as co-issuers, have outstanding $550 million aggregate principal amount of the 2023 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 2023 Secured Notes and the 2023 Notes are guaranteed by the Company and the Subsidiary Guarantors. The Operating Partnership and its subsidiaries CSL Capital, LLC and Uniti Fiber, as co-issuers, have outstanding $600 million aggregate principal amount of the 2024 Notes, of which $400 million was originally issued on December 15, 2016 at an issue price of 100% of par value and the remaining $200 million of which was issued on May 8, 2017 at an issue price of 100.50% of par value under a separate indenture and was mandatorily exchanged on August 11, 2017 for 2024 Notes issued as “additional notes” under the indenture governing the 2024 Notes. The 2024 Notes are guaranteed by the Company, Uniti Group Finance 2019 Inc. and the Subsidiary Guarantors. The Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber, as co-issuers, have outstanding $2.25 billion aggregate principal amount of the 2025 Secured Notes, which was issued on February 10, 2020 at an issue price of 100% of par value. On February 2, 2021, the Borrowers, as co-issuers, issued $1.11 billion aggregate principal amount of 6.50% Senior Notes due 2029. The Borrowers used the net proceeds to fund the tender offer of substantially all outstanding 2023 Notes, of which $58.8 million remain outstanding. On February 16, 2021, we issued a notice of redemption to redeem all remaining principal amount of the 2023 Notes on April 15, 2021 The Exchangeable Notes On June 28, 2019, Uniti Fiber, a subsidiary of the Company, issued $345 million aggregate principal amount of the Exchangeable Notes. The Exchangeable Notes are senior unsecured notes and are guaranteed by the Company and each of the Company’s subsidiaries (other than Uniti Fiber) that is an issuer, obligor or guarantor under the Company’s Notes. The Exchangeable Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The Exchangeable Notes are exchangeable into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber’s election, subject to limitations under the Company's Credit Agreement. The Exchangeable Notes will mature on June 15, 2024, unless earlier exchanged, redeemed or repurchased. Uniti Fiber issued the Exchangeable Notes pursuant to an indenture, dated as of June 28, 2019 (the “Indenture”), among Uniti Fiber, the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Prior to the close of business on the business day immediately preceding March 15, 2024, the Exchangeable Notes are exchangeable only upon satisfaction of certain conditions and during certain periods described in the Indenture, and thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the Indenture into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber’s election, subject to limitations under the Company's Credit Agreement. The exchange rate is initially 80.4602 shares of the Company’s common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $ 12.43 per share of the Company’s common stock). The exchange rate is subject to adjustment in some circumstances as described in the Indenture. In addition, following certain corporate events that occur prior to the maturity date or Uniti Fiber’s delivery of a notice of redemption, Uniti Fiber will increase, in certain circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such corporate event or notice of redemption, as the case may be. If Uniti Fiber or the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require Uniti Fiber to repurchase for cash all or part of their Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. Uniti Fiber may redeem all or a portion of the Exchangeable Notes, at any time, at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, if the Company’s board of directors determines such redemption is necessary to preserve the Company's status as a real estate investment trust for U.S. federal income tax purposes. Uniti Fiber may not otherwise redeem the Exchangeable Notes prior to June 20, 2022. On or after June 20, 2022 and prior to the 42nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of the Company’s common stock has been at least 130% of the exchange price for the Exchangeable Notes for certain specified periods, Uniti Fiber may redeem all or a portion of the Exchangeable Notes at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. On June 28, 2019, Uniti Fiber, the Company and Barclays Capital Inc., on behalf of the initial purchasers involved in the offering of the Exchangeable Notes (the “Initial Purchasers”), entered into a registration rights agreement with respect to the Company’s common stock deliverable upon exchange of the Exchangeable Notes (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company has agreed to file a shelf registration statement to register the resale of the common stock of the Company deliverable upon exchange of the Exchangeable Notes. The Company agreed to use its commercially reasonable efforts to cause such shelf registration statement to become effective on or prior to the 365th day after the issue date of the Exchangeable Notes. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Exchangeable Notes and the fair value of the liability component of the Exchangeable Notes. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. Debt issuance costs related to the Exchangeable Notes were comprised of commissions payable to the Initial Purchasers of $10.4 million and third-party costs of approximately $1.4 million. In accounting for the debt issuance costs related to the issuance of the Exchangeable Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Exchangeable Notes balance on our Consolidated Balance Sheets. These costs are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes. Debt issuance costs of $2.9 million attributable to the equity component are netted with the equity component in stockholders’ equity, which netted to $ 80.8 million. Deferred Financing Cost Deferred financing costs were incurred in connection with the issuance of the Notes and the Facilities. These costs are amortized using the effective interest method over the term of the related indebtedness, and are included in interest expense in our Consolidated Statements of Income. For the year ended December 31, 2020, 2019 and 2018, we recognized $15.3 million, $16.2 million and $14.7 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs. Aggregate annual maturities of our long-term obligations at December 31, 2020 are as follows: (Thousands) 2021 $ - 2022 110,000 2023 1,660,000 2024 945,000 2025 2,250,000 Thereafter - Total $ 4,965,000 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 14. Stock-Based Compensation The Company’s Board of Directors adopted the Uniti Group Inc. 2015 Equity Incentive Plan (the “Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units. Restricted Awards During the year ended December 31, 2020, the Company granted 996,037 shares of restricted stock to employees, which had a fair value of $10.4 million as of the date of grant. We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31, 2020, there were 3,137,412 shares available for future issuance under the Equity Plan. The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2019 1,122,085 $ 16.09 Granted 996,037 $ 10.39 Forfeited (32,257 ) $ 11.18 Vested (524,450 ) $ 16.43 Unvested balance, December 31, 2020 1,561,415 $ 12.33 $ 18,315 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31 , 20 20 . The market value as of December 31 , 20 20 was $ 11.73 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31 , 20 20 , the final trading day of 20 20 . During the year ended December 31, 2019, there were 833,448 shares of restricted stock granted with a weighted-average fair value of $11.62 per share. During the year ended December 31, 2018, there were 396,705 shares of restricted stock granted with a weighted-average fair value of $14.02 per share. The total fair value of shares vested for the years ended December 31, 2020, 2019 and 2018 was $8.6 million, $6.4 million and $6.9 million, respectively. As of December 31, 2020, total unrecognized compensation expense on restricted awards was approximately $11.7 million, and the expense is expected to be recognized over a weighted average vesting period of 1.0 years. Performance Awards The Company grants long-term incentives to members of management in the form of performance-based restricted stock units (“PSUs”) under the Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified performance goals, over a specified performance period, and may range from 0% to 200% of the target shares. The PSUs have a service condition that will expire at the end of the three-year On March 4, 2020, we issued 322,209 PSUs equal to 100% of the target amount, with an aggregate fair value of $5.0 million on the grant date. The PSUs, in addition to a service condition, are subject to the Company’s performance versus the total return of the MSCI US REIT Index and a triple-net lease peer group, as defined by the Compensation Committee. Upon evaluating the results of the market conditions, the final number of shares is determined, and such shares vest based on satisfaction of the service condition. The PSUs are amortized on a straight-line basis over the vesting period. During the year ended December 31, 2020, no PSUs were forfeited due to termination of service. The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2019 517,061 $ 21.72 Granted 322,209 $ 15.45 Forfeited (132,700 ) $ 28.20 Vested — $ — Unvested balance, December 31, 2020 706,570 $ 17.64 $ 8,288 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2020. The market value as of December 31, 2020 was $11.73 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2020, the final trading day of 2020. During the year ended December 31, 2019, there were 255,517 PSUs granted with a weighted-average fair value of $18.99 per share. During the year ended December 31, 2018, there were 169,549 PSUs granted with a weighted-average fair value of $19.30 per share. As of December 31, 2020, total unrecognized compensation expense related to PSUs was approximately $5.5 million, and the weighted-average vesting period was 1.4 years. The fair value of each PSU award is estimated at the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield. Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Expected term (years) 3.0 3.0 3.0 Expected volatility 63.0 % 57.5 % 48.5 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 0.7 % 2.3 % 2.3 % Employee Stock Purchase Plan On May 17, 2018, our stockholders approved and adopted the Uniti Group Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP authorizes us to issue up to 2,000,000 shares of our common stock to any of our employees so long as the employee is employed on the first day of the applicable offering period. Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. Under the terms of the ESPP, employees can choose each plan period to have up to 15% of their annual base earnings, limited to $25,000 withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of its beginning-of-period or end-of-period market price. Under the ESPP the Company issued 96,788 and 83,287 shares during the years ended December 31, 2020 and 2019, respectively. Under the ESPP, no shares were sold to employees during the year ended 2018. As of December 31, 2020, there were 1,819,925 shares available for future issuance under the ESPP. Year Ended December 31, 2020 2019 2018 Expected term (years) 0.5 0.5 0.5 Expected volatility 72.0 % 24.0 % 37.0 % Expected annual dividend 3.9 % 2.1 % 11.3 % Risk free rate 0.2 % 2.1 % 2.1 % For the years ended December 31, 2020, 2019 and 2018, we recognized $13.7 million, $ 10.8 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 15. Earnings Per Share Our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share We also issue PSUs that contain forfeitable rights to receive dividends and are therefore considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. During the year ended December 31, 2020, approximately 707,000 PSUs were excluded from the computation of diluted net loss per share because their effect is anti-dilutive as a result of our net loss for the period. During the year ended December 31, 2019, approximately 517,000 PSUs were excluded from the computation of diluted earnings per share because the performance conditions had not been met. Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3 0.0001 See Note 21 ), issued in connection with the May 2, 2016 acquisition of PEG Bandwidth, LLC, was 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 provided Uniti the option to settle the instrument in cash or shares. During the second quarter of 2019, the Company received notice from the holder of the Series A Shares of its election to convert all its shares, and the Company made an election to issue shares upon conversion, which occurred on July 2, 2019. As a result, the earnings-per-share impact for the year ended December 31, 2019 is calculated based on the shares outstanding from the issuance date through December 31, 2019. The dilutive effect of the Exchangeable Notes ( see Note 13 ) is calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in the number of weighted average shares. The dilutive effect of the Warrants ( see Note 8 As part of the acquisition of Tower Cloud on August 31, 2016, we may be obligated to pay contingent consideration upon achievement of certain defined operational milestones. See Note 9 . At the Company’s discretion, a combination of cash and Uniti common shares may be used to satisfy the contingent consideration payments, provided that at least 50% of the aggregate amount of payments is satisfied in cash. The arrangement provides Uniti the option to cash settle, and it is our policy to settle 100% of the obligation in cash upon the achievement of the defined milestones. As such, there is no impact to our share count for the purposes of the earnings per share calculation. The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2020 2019 2018 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (706,301 ) $ 10,582 $ 16,187 Less: Income allocated to participating securities (1,078 ) (549 ) (2,594 ) Dividends declared on convertible preferred stock (9 ) (656 ) (2,624 ) Amortization of discount on convertible preferred stock - (993 ) (2,980 ) Net (loss) income attributable to common shares $ (707,388 ) $ 8,384 $ 7,989 Denominator: Basic weighted-average common shares outstanding 203,600 187,358 176,169 Basic (loss) earnings per common share $ (3.47 ) $ 0.04 $ 0.05 Year Ended December 31, (Thousands, except per share data) 2020 2019 2018 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (706,301 ) $ 10,582 $ 16,187 Less: Income allocated to participating securities (1,078 ) (549 ) (1,665 ) Dividends declared on convertible preferred stock (9 ) (656 ) (2,624 ) Amortization of discount on convertible preferred stock — (993 ) (2,980 ) Impact on if-converted dilutive securities — — — Mark-to-market gain on share settled contingent consideration arrangements — — (1,433 ) Net (loss) income attributable to common shares $ (707,388 ) $ 8,384 $ 7,485 Denominator: Basic weighted-average common shares outstanding 203,600 187,358 176,169 Contingent consideration (See Note 9) — — 645 Impact on if-converted dilutive securities — — — Effect of dilutive non-participating securities — — 257 Weighted-average shares for dilutive earnings per common share 203,600 187,358 177,071 Dilutive (loss) earnings per common share $ (3.47 ) $ 0.04 $ 0.04 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16. Segment Information Historically o four below. Due to the sale of our towers business and wind down of the Consumer CLEC Business, starting in 2021, we will manage our operations focused on our two primary businesses, Leasing and Fiber Infrastructure. Leasing : Represents a component of our REIT operations and includes the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Fiber Infrastructure : Represents the operations of our fiber business, Uniti Fiber, which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry. Towers : Represents the operations of our former towers business, Uniti Towers, through which we acquired and constructed tower and tower-related real estate and leased space on communications towers to wireless service providers and other tenants in the United States. O n April 2, 2019, the Company completed the sale of LATAM, and on May 23, 2019, the Company completed the sale of substantially all of its ground lease business located across the United States. On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the U.S. tower business through a newly formed limited partnership with Melody. See Note 6 Consumer CLEC : Represents the operations of Talk America Services (“Talk America”) through which we operated the Consumer CLEC Business, which prior to Uniti’s separation and spin-off from Windstream (the “Spin-Off”) was reported as an integrated operation within Windstream. Talk America provided local telephone, high-speed internet and long distance services to customers in the eastern and central United States. In 2019, we commenced a wind down of our Consumer CLEC business, which we substantially completed during the second quarter of 2020. Corporate Represents our corporate office and shared service functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, costs related to the settlement with Windstream, amortization of non-cash rights-of-use, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. . Selected financial data related to our segments is presented below for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 745,915 $ 314,363 $ 6,112 $ 651 $ - $ 1,067,041 Adjusted EBITDA $ 737,337 $ 112,289 $ 77 $ (545 ) $ (30,323 ) $ 818,835 Less: Interest expense, net 497,128 Depreciation and amortization 201,321 126,211 783 791 297 329,403 Other expense 11,703 Settlement expense 650,000 Goodwill impairment 71,000 Transaction related and other costs 63,875 Gain on sale of real estate (86,267 ) Stock-based compensation 13,721 Income tax benefit (15,203 ) Adjustments or equity in earnings from unconsolidated entities 2,287 Net loss $ (718,812 ) Capital expenditures (1) $ 169,306 $ 197,023 $ 24,162 $ - $ - $ 390,491 Year Ended December 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 716,640 $ 315,605 $ 14,693 $ 10,673 $ - $ 1,057,611 Adjusted EBITDA $ 711,119 $ 126,754 $ (595 ) $ 1,955 $ (26,494 ) $ 812,739 Less: Interest expense, net 390,112 Depreciation and amortization 282,107 114,566 6,474 1,879 728 405,754 Other income (24,219 ) Transaction related and other costs 43,708 Gain on sale of real estate (28,995 ) Stock-based compensation 10,808 Income tax expense 4,663 Net income $ 10,908 Capital expenditures (1) $ 338,543 $ 233,506 $ 99,234 $ - $ 15 $ 671,298 Year Ended December 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 699,847 $ 289,239 $ 14,617 $ 13,931 $ - $ 1,017,634 Adjusted EBITDA $ 697,545 $ 123,389 $ 355 $ 3,353 $ (21,759 ) $ 802,883 Less: Interest expense, net 319,591 Depreciation and amortization 337,126 105,651 6,704 1,994 275 451,750 Other income (4,504 ) Transaction related and other costs 17,410 Stock-based compensation 8,064 Income tax benefit (5,421 ) Other (552 ) Net loss $ 16,545 Capital expenditures (1) $ 152,140 $ 199,689 $ 74,932 $ - $ 114 $ 426,875 (1) Segment capital expenditures represents capital expenditures, the Windstream Asset Purchase Agreement, Bluebird and NMS asset acquisitions (see Note 6) and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. Total assets by business segment as of December 31, 2020 and December 31, 2019 are as follows: December 31, (Thousands) 2020 2019 Leasing $ 2,295,289 $ 2,341,734 Fiber Infrastructure 2,354,569 2,362,267 Towers - 235,888 Consumer CLEC 8,707 10,687 Corporate 73,253 66,424 Total of reportable segments $ 4,731,818 $ 5,017,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Litigation In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. 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, and the successor Windstream Leases, 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. On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services, LLC (“Windstream Services”) filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in an adversary proceeding against Uniti and certain of its affiliates, alleging, among other things, that the Master Lease should be recharacterized as a financing arrangement, that certain rent payments and TCIs made by Windstream under the Master Lease constitute constructive fraudulent transfers, that the Master Lease is a lease of personal property and that Uniti breached certain of its obligations under the Master Lease. On March 2, 2020, Uniti and Windstream jointly announced that they agreed to the Settlement to resolve any and all claims and causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by Windstream and certain of its creditors in the context of Windstream’s bankruptcy, and on May 12, 2020, the Bankruptcy Court entered an order approving Windstream’s assumption of the Master Lease as part of the Settlement. As a result, d 650.0 On September 21, 2020, Windstream emerged from bankruptcy. In connection with Windstream’s emergence from bankruptcy, Uniti and Windstream implemented the Settlement, pursuant to which Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and the Master Lease. On May 26, 2020, UMB Bank, National Association and U.S. Bank National Association, in their respective capacities as indenture trustees of Windstream’s bonds filed a notice of appeal in the United States District Court for the Southern District of New York from the bankruptcy court’s May 12, 2020 order approving the settlement. The appeal was fully briefed on September 10, 2020. The district court has not yet issued a ruling on the appeal. Under (see Note 5), to Windstream for 20 consecutive quarters (discounted at a 9% rate). This obligation has been recorded at its initial fair value of $438.6 million and is reported as settlement payable on our Consolidated Balance Sheet at December 31, 2020. $490.1 million, will 4.7%, over 20 quarters beginning October 1, 2020. Stock Purchase Agreements On September 9, 2020, Uniti entered into stock purchase agreements (each, a “Stock Purchase Agreement”) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and in partial settlement of the litigation with Windstream. Asset Purchase Agreement see Note 6 ) On September 18, 2020, and in furtherance of the Settlement Agreement, Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)) and (y) the fiber assets (and underlying rights) for the 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)), which IRUs generate d $ 28.9 million of annual EBITDA in the aggregate as of closing of the Asset Purchase Agreement . In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the transferred fiber assets. Other Litigation On July 3, 2019, SLF Holdings, LLC (“SLF”) filed a complaint against the Company, Uniti Fiber, and certain current and former officers of the Company (collectively, the “Defendants”) in the United States District Court for the Southern District of Alabama, in connection with Uniti Fiber’s purchase of Southern Light, LLC from SLF in July 2017. The complaint asserted claims for fraud and conspiracy, as well as claims under federal and Alabama securities laws, alleging that Defendants improperly failed to disclose to SLF the risk that the Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream. On September 26, 2019, the action was transferred to United States District Court for the District of Delaware. On November 18, 2019, SLF filed an amended complaint, adding allegations that Defendants also failed to fully disclose the risk that the Master Lease purportedly could be recharacterized as a financing instead of “true lease.” The amended complaint seeks compensatory and punitive damages, as well as reformation of the purchase agreement for the sale. On December 18, 2019, Defendants moved to dismiss the amended complaint in its entirety. That motion was fully briefed as of February 7, 2020, and a hearing on the motion was heard on May 12, 2020. On November 4, 2020, the court granted the Defendants’ motion and dismissed SLF’s amended complaint, in its entirety, with prejudice. On December 1, 2020, SLF filed a notice of appeal to the United States Court of Appeals for the Third Circuit from the district court’s dismissal order. On January 26, 2021, the Third Circuit assigned the case for mediation, which is scheduled for March 8, 2021. As of the date of this Annual Report on Form 10-K, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Consolidated Balance Sheet. Beginning on October 25, 2019, several purported shareholders filed separate putative class actions in the U.S. District Court for the Eastern District of Arkansas against the Company and certain of our officers, alleging violations of the federal securities laws (the “Shareholder Actions”), based on claims similar to those asserted in the SLF Action. On March 12, 2020, the U.S. District Court for the Eastern District of Arkansas consolidated the Shareholder Actions and appointed lead plaintiffs and lead counsel in the consolidated cases under the caption In re Uniti Group Inc. Securities Litigation. On May 11, 2020, lead plaintiffs filed a consolidated amended complaint in the consolidated Shareholder Actions. The consolidated amended complaint seeks to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The Shareholder Actions assert claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, alleging that the Company made materially false and misleading statements by allegedly failing to disclose, among other things, the risk that the Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream and/or the risk that the Master Lease purportedly could be recharacterized as a financing instead of “true lease.” The Shareholder Actions seek class certification, unspecified monetary 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 in connection with the tax opinion. We believe that the probability of us incurring obligations under the Tax Matters Agreement are remote; and therefore, we have recorded no such liabilities in our Consolidated Balance Sheet as of December 31, 2020 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Note 18. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2020, 2019 and 2018: (Thousands) 2020 2019 2018 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ (23,442 ) $ 30,042 $ 6,351 Other comprehensive income (loss) before reclassifications (7,713 ) (51,288 ) 21,626 Amounts reclassified from accumulated other comprehensive income 677 (3,324 ) 2,624 Net other comprehensive income (loss) (30,478 ) (24,570 ) 30,601 Less: Other comprehensive income (loss) attributable to noncontrolling interest (125 ) (1,128 ) 559 Balance at end of period (30,353 ) (23,442 ) 30,042 Interest rate swap termination: Balance at beginning of period attributable to common shareholders — — — Amounts reclassified from accumulated other comprehensive income 10,155 — — Balance at end of period 10,155 — — Less: Other comprehensive income (loss) attributable to noncontrolling interest 169 — — Balance at end of period attributable to common shareholders 9,986 — — Foreign currency translation gain (loss): Balance at beginning of period — 63 1,470 Translation adjustments — — (1,440 ) Amounts reclassified from accumulated other comprehensive income — (63 ) — Net other comprehensive income (loss) — — 30 Less: Other comprehensive income (loss) attributable to noncontrolling interest — — (33 ) Balance at end of period — — 63 Accumulated other comprehensive income (loss) at end of period $ (20,367 ) $ (23,442 ) $ 30,105 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19. Income Taxes We elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, determined without regard to the dividends paid deduction and excluding any capital gains, to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year unless certain relief provisions apply, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. Subject to the restrictions imposed by our 7.875% senior secured notes due 2025 (see Note 13), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our good faith estimate, as of the date on which the first quarterly dividend for the relevant year is declared, of our REIT taxable income for such year, determined without regard to the dividends paid deduction and excluding any capital gains, until we reduce our net leverage ratio. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America, as well as certain portions of Uniti Towers, as TRSs. TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes. Income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 as reported in the accompanying Consolidated Statements of Income was comprised of the following: Year Ended December 31, (Thousands) 2020 2019 2018 Current Federal $ (901 ) $ 10,401 $ 674 State (498 ) 2,742 1,290 Foreign 87 2,948 - Total current expense (1,312 ) 16,091 1,964 Deferred Federal (7,665 ) (9,378 ) (5,451 ) State (6,226 ) (2,050 ) (1,770 ) Foreign - - (164 ) Total deferred expense (13,891 ) (11,428 ) (7,385 ) Total income tax (benefit) expense $ (15,203 ) $ 4,663 $ (5,421 ) An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2020 2019 2018 Income from continuing operations, before tax $ (734,015 ) $ 15,571 $ 11,124 Income tax at U.S. statutory federal rate (154,143 ) 3,270 2,336 Increases (decreases) resulting from: State taxes, net of federal benefit (3,452 ) 407 (655 ) Benefit of REIT status 129,742 (2,188 ) (5,687 ) Goodwill impairment 14,910 - - Return to accrual (2,795 ) 104 (26 ) Permanent differences 448 122 41 Foreign taxes 87 2,948 (111 ) Rate differential - - (1,319 ) Income tax (benefit) expense $ (15,203 ) $ 4,663 $ (5,421 ) The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status as a REIT. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2020 December 31, 2019 Deferred tax assets: Deferred revenue $ 34,207 $ 25,507 Accrued bonuses 3 4 Stock-based compensation 801 1,123 Accrued expenses and other 270 75 Asset retirement obligation 1,429 1,068 Inventory reserve 241 322 Excess business interest expense 17 2,111 Lease asset liability 16,842 19,264 Settlement obligation 883 - Other 3,032 1,387 Net operating loss carryforwards 126,464 116,736 Deferred tax assets 184,189 167,597 Valuation allowance - - Deferred tax assets, net of valuation allowance 184,189 167,597 Deferred tax liabilities: Property, plant and equipment $ (103,441 ) $ (106,716 ) Customer list intangible (42,898 ) (46,164 ) Other intangible amortization (24,852 ) (15,486 ) Right of use asset (18,443 ) (18,012 ) Deferred or prepaid costs (3,041 ) (2,121 ) Debt discount and interest expense (2,034 ) (2,890 ) Other (20 ) (639 ) Deferred tax liabilities $ (194,729 ) $ (192,028 ) Deferred tax liability, net $ (10,540 ) $ (24,431 ) As of December 31, 2020, the Company’s deferred tax assets were primarily the result of U.S. federal and state NOL carryforwards. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. Given the Company has significant deferred tax liabilities, management determined that sufficient positive evidence exists as of December 31, 2020, to conclude that it is more likely than not that all of its deferred tax assets are realizable, and therefore, no valuation allowance has been recorded. On August 31, 2016, we acquired 100% of the outstanding equity of Tower Cloud, Inc., which had federal We have total federal NOL carryforwards as of December 31, 2020 of approximately $165.2 million which will expire between 2026 and 2037, and approximately $321.0 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act. With the exception of Tower Cloud, Inc. and Uniti Fiber Holdings Inc., our 2017 returns remain open to examination. As Tower Cloud, Inc. and Uniti Fiber Holdings Inc. have NOLs available to carry forward, the applicable tax years will generally remain open to examination several years after the applicable loss carryforwards have been utilized or expire. The Company or its subsidiaries file tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and certain foreign jurisdictions. A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2020 2019 Balance at January 1 $ 1,734 $ 3,036 Additions related to acquisitions - - Additions for tax positions for the current year - 1,734 Additions for tax positions of prior years - - Reductions for tax positions of prior years - (3,036 ) Settlements - - Balance at December 31 $ 1,734 $ 1,734 The Company’s entire liability for unrecognized tax benefit would affect the annual effective tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as additional tax expense. The Company recorded $0.1 million of interest expense and penalties for the period ending December 31, 2020. The Company’s balance of accrued interest and penalties related to unrecognized tax benefits as of December 31, 2020 was $1.3 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 20. Supplemental Cash Flow Information Cash paid for interest expense and income taxes is as follows: Year Ended December 31, (Thousands) 2020 2019 2018 Cash payments for: Interest (net of capitalized interest) $ 314,276 $ 344,464 $ 281,364 Income Taxes $ 1,155 $ 16,073 $ 1,688 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 21. Capital Stock On September 9, 2020, Uniti entered into stock purchase agreements (see Note 17) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and settlement of the litigation with Windstream. The issuance and sale of the Settlement Common Stock was made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Certain recipients of the Settlement Common Stock are subject to a one-year On June 22, 2020, we established an at-the-market common stock offering program (the “ATM Program”) to sell shares of our common stock, par value $0.0001 per share, having an aggregate offering price of up to $250 million. This offering supersedes and replaces the $250 million program we commenced on September 2, 2016, which had approximately $117.1 million available for issuance under such program. This program is intended to provide additional financial flexibility and an alternative mechanism to access the capital markets at an efficient cost as and when we need financing, including for acquisitions. On July 2, 2019, the Company issued 8,677,163 shares of its commons stock in connection with the conversion by PEG Bandwidth Holdings, LLC of 87,500 shares of the Series A Shares. The Company issued common stock with a total value of $87.5 million, with the total number of shares calculated based on the five-day volume weighted average price of its common stock ending on June 27, 2019. Upon conversion, all outstanding Series A Shares were cancelled and no longer remain outstanding. The issuance by the Company of the common stock was made in reliance upon the exception from registration requirements pursuant to Section 3(a)(9) of the Securities Act. We are authorized to issue up to 500,000,000 shares of voting common stock and 50,000,000 shares of preferred stock, of which 231,261,958 and 0 shares, respectively, were outstanding at December 31, 2020. We had 268,738,042 shares of voting common stock available for issuance at December 31, 2020. |
Dividends (Distributions)
Dividends (Distributions) | 12 Months Ended |
Dec. 31, 2020 | |
Payments Of Dividends [Abstract] | |
Dividends (Distributions) | Note 22. Dividends (Distributions) Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the years ended December 31, 2020, 2019, and 2018, our common stock distribution per share was $0.60, $0.97 and $2.40, respectively, characterized as follows: Year Ended December 31, 2020 (1) 2019 (2) 2018 Ordinary dividends $ 0.52 $ 0.97 $ 1.53 Capital gain distribution $ 0.08 $ - $ - Non-dividend distributions - - 0.87 Total $ 0.60 $ 0.97 $ 2.40 ( 1 ) ( 2 ) Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 23. Employee Benefit Plan We sponsor a defined contribution plan under section 401(k) of the Internal Revenue Code, which covers employees who are 21 years of age and over. Under this plan, we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation. Employees vest in our contribution immediately. Our expense related to the plan recognized for the years ended December 31, 2020, 2019 and 2018 was $2.2 million, $1.7 million and We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section 301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal Revenue Code of 1986, as amended. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24. Subsequent Events On February 2, 2021, the Operating Partnership, Uniti Group Finance 2019 Inc. and CSL Capital, LLC issued $1.11 billion aggregate principal amount of 6.50% Senior Notes due 2029. The net proceeds from the offering were used to . |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of The Registrant (Parent Company) | Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Balance Sheets (Thousands, except par value) December 31, 2020 December 31, 2019 Assets: Cash and cash equivalents $ 2,284 $ 43,423 Other assets 37,894 291 Total Assets $ 40,178 $ 43,714 Liabilities: Accrued other liabilities $ 1,145 $ 564 Dividends payable 36,205 42,519 Cash distributions and losses in excess of investments in consolidated subsidiaries 2,144,486 1,567,499 Total liabilities 2,181,836 1,610,582 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: 231,262 shares at December 31, 2020 and 192,142 at December 31, 2019 23 19 Additional paid-in capital 1,209,141 951,295 Accumulated other comprehensive (loss) income (20,367 ) (23,442 ) Distributions in excess of accumulated earnings (3,330,455 ) (2,494,740 ) Total Uniti shareholders' deficit (2,141,658 ) (1,566,868 ) Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit $ 40,178 $ 43,714 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Comprehensive Income Year Ended December 31, (Thousands) 2020 2019 2018 Costs and Expenses: Interest expense $ - $ - $ - General and administrative expense 42 36 22 Transaction related costs 101 2,138 - Other expense - - - Total costs and expenses 143 2,174 22 Operating loss (143 ) (2,174 ) (22 ) (Loss) Earnings from consolidated subsidiaries (708,139 ) 24,730 16,209 (Loss) income before income taxes (708,282 ) 22,556 16,187 Income tax (benefit) expense (1,981 ) 11,974 - Net (loss) income attributable to shareholders (706,301 ) 10,582 16,187 Comprehensive (loss) income attributable to shareholders $ (703,226 ) $ (42,639 ) $ 38,472 See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Condensed Statements of Cash Flows Year Ended December 31, (Thousands) 2020 2019 2018 Cash flow from operating activities Net cash provided by (used in) operating activities $ 94,533 $ 199,572 $ 425,771 Cash flow from investing activities Proceeds from sale of real estate, net of cash - 2,488 - Net cash provided by (used in) investing activities - 2,488 - Cash flow from financing activities Settlement Common Stock issuance (Note 17) 244,550 - - Dividends paid (135,676 ) (138,731 ) (426,094 ) Proceeds from issuance of Notes - 83,665 - Payments for financing costs - (2,895 ) - Common stock issuance, net of costs - 21,641 109,441 Net share settlement (1,097 ) (1,834 ) (1,604 ) Proceeds from sale of warrants - 50,819 - Payment for bond hedge option - (70,035 ) - Intercompany transactions, net (244,125 ) (102,411 ) (109,441 ) Employee stock purchase plan 676 883 - Net cash (used in) provided by financing activities (135,672 ) (158,898 ) (427,698 ) Effect of exchange rates on cash and cash equivalents - - - Net increase (decrease) in cash and cash equivalents (41,139 ) 43,162 (1,927 ) Cash and cash equivalents at beginning of period 43,423 261 2,188 Cash and cash equivalents at end of period 2,284 43,423 261 Non-cash investing and financing activities: Settlement of convertible preferred stock, Series A Shares $ - $ 87,500 $ - Settlement of contingent consideration through non-cash consideration $ - $ 11,178 $ - See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data. Uniti Group Inc. Schedule I – Condensed Financial Information of The Registrant (Parent Company) Notes to Condensed Financial Statements Note 1. Background and Basis of Presentation Uniti Group Inc.’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes of Uniti and its subsidiaries included in Item 8 Financial Statements and Supplementary Data in this Annual Report on Form 10-K. Note 2. Subsidiary Transactions Investment in Subsidiaries During 2017, the parent company completed its reorganization (the “up-REIT Reorganization”) to operate through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of December 31, 2020, we are the sole general partner of the Operating Partnership and own approximately 98.5% of the partnership interests in the Operating Partnership. Dividends Cash dividends received from subsidiaries and recorded in Cash Flow from Operating Activities in the Condensed Statement of Cash Flows were $134.7 million, $136.2 million and $426.1 million for the year ended December 31, 2020, 2019 and 2018, respectively. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Account | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Account | Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts (dollars in thousands) Column A Column B Column C Column D Column E Additions Description Balance at Beginning of Period Charged to Cost and Expenses Charged to Other Deductions Balance at End of Period Allowance for Doubtful Accounts Year Ended December 31, 2020 $ 2,743 $ 1,783 $ 472 $ (2,058 ) $ 2,940 Year Ended December 31, 2019 $ 2,288 $ 1,140 $ - $ (685 ) $ 2,743 Year Ended December 31, 2018 $ 1,011 $ 1,333 $ - $ (56 ) $ 2,288 |
Schedule III - Real Estate Inve
Schedule III - Real Estate Investments and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate Investments and Accumulated Depreciation | Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2020 (dollars in thousands) Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Cost capitalized subsequent to acquisition (1) (3) Life on which Depreciation in Latest Income Description Encumbrances Initial cost to company (1) Improvements Carry Costs Gross Amount Carried at Close of Period (6) Accumulated Depreciation Date of Construction (2) Date Acquired (2) Statements is Computed Land $ — (1) (1) (1) $ 26,596 $ — (2) (2) Indefinite Building and improvements — (1) (1) (1) 335,495 184,021 (2) (2) 3 - 40 years Poles — (1) (1) (1) 266,758 189,487 (2) (2) 30 years Fiber — (1) (1) (1) 2,776,576 1,326,936 (2) (2) 30 years Equipment — (1) (1) (1) — — (2) (2) 5 -7 years Copper — (1) (1) (1) 3,850,988 3,432,894 (2) (2) 20 years Conduit — (1) (1) (1) 89,773 65,319 (2) (2) 30 years Towers — (1) (1) (1) 1,397 813 (2) (2) 20 years Finance lease assets — (1) (1) (1) 25,511 2,771 (2) (2) See Note 3 Real property interest — (1) (1) (1) — — (2) (2) See Note 3 Other assets — (1) (1) (1) 10,425 3,154 (2) (2) 15 - 20 years Construction in progress — (1) (1) (1) 4,397 — (2) (2) See Note 3 (1) (2) (3) Tenant capital improvements (4) $ 102.4 Growth capital improvements (5) $ 84.7 (4) (5) Pursuant to the Windstream Leases, Windstream (or any successor tenant under a Windstream Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (or the applicable tenant under the Windstream Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements”). ( 6 ) Uniti Group Inc. Schedule III – Real Estate Investments and Accumulated Depreciation As of December 31, 2020 (dollars in thousands) 2020 2019 Gross amount at beginning $ 7,394,951 $ 7,000,099 Additions during period: Tenant capital improvements 102,396 164,742 Growth capital improvements 84,700 - Acquisitions 220,674 293,562 Other 170 26,736 Total additions 407,940 485,040 Deductions during period: Cost of real estate sold or disposed 414,976 90,188 Other - - Total deductions 414,976 90,188 Balance at end $ 7,387,915 $ 7,394,951 2020 2019 Gross amount of accumulated depreciation at beginning $ 5,022,929 $ 4,739,126 Additions during period: Depreciation 202,877 291,398 Other - 1,767 Total additions 202,877 293,165 Deductions during period: Amount of accumulated depreciation for assets sold or disposed 20,411 9,362 Other - - Total deductions 20,411 9,362 Balance at end $ 5,205,395 $ 5,022,929 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) Consolidated Financial Statements are issued, concluding there are no such conditions or events 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. On September 21, 2020, Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and subsidiaries, “Windstream”) |
Use of Estimates | Use of Estimates |
Property, Plant and Equipment | Property, Plant and Equipment plant and equipment is stated at original cost, net of accumulated depreciation. The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest rate during the respective accounting period. The Company also enters into leasing arrangements providing for the long‑term use of constructed fiber that is then integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2020 and 2019, the accumulated amortization of our finance lease assets was $16.8 million and $24.3 million, respectively. The decrease is primarily attributable to our finance lease assets reclassified to held for sale. See Note 7. Certain property, plant and equipment acquired as part of our spin-off from Windstream is depreciated using a group composite depreciation method. Under this method, when property is retired, the original cost, net of salvage value, is charged against accumulated depreciation and immediate gain or loss is recognized on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation is computed using the straight-line method over the estimated useful life of the respective property. When the property is retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets during the construction period. Depreciation begins once the construction period has ceased and the related asset is placed into service, and the asset will be depreciated over its useful life. Costs of maintenance and repairs to property, plant and equipment subject triple-net leasing arrangements are the responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net leasing arrangements are expensed as incurred. We acquire real property interests from third parties who own land where communications infrastructure assets are located and desire to monetize the underlying real property. These real property interests entitle us to receive rental payments from leases on our sites. The financial results of the acquired real property interests are included in the Leasing segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations. Real property interests are recorded in property, plant and equipment on our Consolidated Balance Sheet. |
Tenant Capital Improvements | Tenant Capital Improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Asset Retirement Obligations | Asset Retirement Obligations Company records obligations to perform asset retirement activities, primarily including requirements to remove equipment from leased space or customer sites as required under the terms of the related lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related accretion expense is recognized in the Consolidated Statements of Income. The associated asset retirement costs are capitalized as an additional carrying amount of the related long‑lived asset and depreciated on a straight-line basis over the asset’s useful life. As of December 31, 2020 and 2019, our aggregate carrying amount of asset retirement obligations totaled $10.7 million and $9.5 million, respectively. During the years ended December 31, 2020 and 2019, we incurred liabilities of $0.2 million and $0.6 million related to asset retirement obligations, respectively. During the years ended December 31, 2020, 2019, and 2018, we recognized $1.3 million, $1.3 million, and $0.9 million of accretion expense related to asset retirement obligations, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivatives and Hedging Note 9 Note 11 |
Exchangeable Notes and Related Transactions | Exchangeable Notes and Related Transactions Debt – Debt with Conversion and Other Options Derivatives and Hedging See Note 13 . In connection with the offering of the Exchangeable Notes, Uniti Fiber entered into exchangeable note hedge transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers (as defined in Note 13) or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $16.42 per share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge Transactions and the Warrants meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Notes Hedge Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ deficit. See Note 11. |
Intangible Assets | Intangible Assets ntangible assets are presented in the financial statements at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives |
Foreign Currency Translation | Foreign Currency Translation |
Transaction Related and Other Costs | Transaction Related and Other Costs |
Settlement Expense | Settlement Expense — As described in Note 17, on July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in an adversary proceeding against Uniti and certain of its affiliates. During the second quarter of 2020, we estimated that $ 650.0 million of the consideration paid to Windstream should be classified as settlement of litigation, and therefore, recorded a $ 650.0 million charge. The charge represented our estimated fair value of the litigation settlement component of the Settlement. |
Debt Issuance Costs | Debt Issuance Costs |
Revenue Recognition | Revenue Recognition As discussed in “Leases” in this Note 3, the Company adopted ASU No. 2016-02, Leases (“ASC 842”) on January 1, 2019. Prior to the adoption of ASC 842, the Company recognized leasing revenues on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing leasing income on a straight-line basis generally results in recognized revenues during the first half of the lease term in excess of cash amounts contractually due from our tenants, creating a straight-line rent receivable. We lease certain assets to Windstream under a triple-net leases, whereby Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes or insurance, as Windstream makes direct payments to the taxing authorities and insurance carriers, respectively. The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) on January 1, 2018. See Note 4 for the Company’s accounting policy on recognizing revenue accounted for inside the scope of Topic 606. We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by considering a variety of factors, such as the customer’s established credit rating, if available, and our assessment of creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss rates based on historical experience and economic expectations. We update our estimate of credit loss reserves quarterly, considering recent write-offs, collections information and underlying economic expectations. The allowance for credit losses is recorded in accounts receivable, net on our Consolidated Balance Sheets. At December 31, 2020 and 2019, our allowance for credit losses was $2.9 million and $2.7 million, respectively. Credit losses for the years ended December 31, 2020, 2019 and 2018 were $1.8 million, $1.6 million and $1.5 million, respectively. |
Straight-Line Revenue Receivable | Straight-Line Revenue Receivable 61.5 (as described in Note 5), determining that it was probable that we would collect all future payments due to the company over the initial term of the Windstream Leases; therefore, we account for the Windstream Leases on a straight-line basis. |
Leases | Leases Leases with a term of 12 months or less will be accounted for consistent with 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. We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Consolidated Statements of Income. From time to time we may 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 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 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. Where we are the lessee, the ROU asset is initially measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in general and administrative and operating expense in our Consolidated Statements of Income. 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, the practical expedient in 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 $63.2 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 $1.7 million relates to the establishment of the ROU assets and lease liabilities. |
Stock-Based Compensation | Stock-Based Compensation Note 14 |
Income Taxes | Income Taxes elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income, to shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax, including any applicable alternative minimum tax for open taxable years through 2017, on our taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT Subject to the restrictions imposed by our 7.875% senior secured notes due 2025 (see Note 13), our ability to make cash distributions to our shareholders in amounts exceeding 90% of our good faith estimate, as of the date on which the first quarterly dividend for the relevant year is declared, of our REIT taxable income for such year, determined without regard to the dividends paid deduction and excluding any capital gains, until we reduce our net leverage ratio. As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws. We have elected to treat the subsidiaries through which we operate Uniti Fiber and Talk America, as well as certain portions of Uniti Towers, as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized The Company is subject to restrictions on distributions to its shareholders based on our 7.875% senior secured notes due 2025. The restrictions permit the Company to make the minimum required distribution to maintain its status as a REIT, which is limited to 90% of our REIT taxable income. The restrictions will remain in place until the Company’s net leverage ratio (as defined) is below 5.75 : 1.00. We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a component of income tax expense. We currently have unrecognized tax benefits of $ million recorded in deferred income taxes on our Consolidated Balance Sheet . The Company will be subject to a federal corporate level tax on any gain recognized from the sale of assets occurring within a five year recognition period after the Spin-Off up to the amount of the built in gain that existed on April 24, 2015, which is based on the fair market value of the assets in excess of the Company’s tax basis as of such date. |
Business Combinations And Asset Acquisitions | Business Combinations and Asset Acquisitions Business Combinations For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed. For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition |
Noncontrolling Interest | Noncontrolling Interest For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the Consolidated Balance Sheets. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 8. |
Goodwill | Goodwill Intangibles-Goodwill and Other We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Income not to exceed the carrying value of goodwill. We performed our goodwill impairment analysis during the fourth quarter of 2020. As a result of increased capital expenditure investments in dark fiber and small cell projects and less than anticipated cash flow growth, we concluded that it was more likely than not that the fair value of the Fiber Infrastructure reporting unit, estimated using a combination of the income approach and market approach, is less that its carrying amount. Accordingly, we recorded a $71 million goodwill impairment in the Fiber Infrastructure reporting unit. During the years ended December 31, 2019 and 2018, no impairment losses were recognized. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our expectations of average projected revenue growth percentage, average projected EBITDA margin percentage and/or average projected capital expenditures as a percentage of revenue change, we may experience future impairment to goodwill (while other assumptions remain constant). Furthermore, a deterioration in market factors such as stock prices or increased interest rates, and/or declines in acquisition multiples utilized in the market approach could affect the likelihood and amount of potential impairment. |
Earnings per Share | Earnings per Share Basic earnings per share includes only the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted stock and performance-based awards outstanding during the period, when such awards are dilutive. See Note 1 5 . |
Concentration of Credit Risks | Concentration of Credit Risks under the Master Lease and the Windstream Leases provided Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Windstream Leases, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Windstream Leases or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us. Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream has posted certain information regarding its fourth quarter and full year 2020 results on the investor relations page of its website, which can be found at https://investor.windstream.com. Neither Windstream filings nor the information available on the investor relations page of its website are incorporated by reference in this Annual Report on Form 10-K. We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the Windstream Leases, (iii) monitoring new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the Windstream Leases and (vi) monitoring the timeliness of its payments under the Windstream Leases. As of the date of this Annual Report on Form 10-K, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream. |
Reclassifications | Reclassifications—Certain prior year asset categories and related amounts in Note 5 have been reclassified to conform with current year presentation. |
Recently Issued Accounting Standards | Recently Issued Accounting Pronouncements On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the accounting for credit losses affecting loans, debt securities, trade receivables, net investments in leases, and any other financial asset not excluded from the scope that have the contractual right to receive cash. We adopted ASU 2016-13 effective January 1, 2020, and there was no material impact on our financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective January 1, 2021 , using the modified retrospective method, whereby the cumulative effect of applying ASU 2020-06 is recognized as an adjustment to the opening balance of equity at January 1, 2021. We recorded a net decrease to opening additional paid in capital of $ 59.4 million as of January 1, 2021 due to the cumulative impact of adopting ASU 2020-06, with the impact primarily related to the reclassification of Exchangeable Notes’ conversion feature’s fair value from additional paid in capital to notes and other debt, net. Additionally, we recorded an increase to opening retained earnings of $ million as of January 1, 2021 due to the cumulative impact of adopting ASU 2020-06, with the impact related to the reclassification of the previously amortized discount and deferred financing costs. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues Disaggregated by Revenue Stream | The following table presents our revenues disaggregated by revenue stream. Year Ended December 31, (Thousands) 2020 2019 2018 Revenue disaggregated by revenue stream Revenue from contracts with customers Fiber Infrastructure Lit backhaul $ 106,125 $ 125,983 $ 132,361 Enterprise and wholesale 78,702 66,545 63,519 E-Rate and government 80,428 89,430 74,752 Other 4,341 2,402 4,492 Fiber Infrastructure $ 269,596 $ 284,360 $ 275,124 Leasing 1,420 - - Consumer CLEC 651 10,673 13,931 Total revenue from contracts with customers 271,667 295,033 289,055 Revenue accounted for under leasing guidance 795,374 762,578 728,579 Total revenue $ 1,067,041 $ 1,057,611 $ 1,017,634 |
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, 2019 $ 11,535 $ 12,717 Balance at December 31, 2020 $ 3,462 $ 18,601 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Income | The components of lease income for the years ended December 31, 2020 and 2019 are as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Lease income - operating leases $ 795,374 $ 762,578 |
Lease Payments to be Received under Non-Cancellable Operating Leases | Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as of December 31, 2020 are as follows: (Thousands) December 31, 2020 (1) 2021 $ 737,233 2022 745,132 2023 746,151 2024 746,448 2025 747,257 Thereafter 3,625,031 Total lease receivables $ 7,347,252 (1) |
Schedule of Underlying Assets under Operating Leases | The underlying assets under operating leases where we are the lessor as of December 31, 2020 and 2019 are summarized as follows: (Thousands) December 31, 2020 December 31, 2019 Land $ 26,596 $ 27,392 Building and improvements 335,495 341,096 Real property interest - - Poles 266,758 258,535 Fiber 2,994,465 2,836,939 Equipment 421 419 Copper 3,850,988 3,792,366 Conduit 89,773 89,770 Tower assets 1,397 168,453 Finance lease assets (1) 32,660 32,660 Other assets 10,425 10,279 7,608,978 7,557,909 Less: accumulated depreciation (5,222,731 ) (5,033,080 ) Underlying assets under operating leases, net $ 2,386,247 $ 2,524,829 (1) |
Schedule of Depreciation Expense for Underlying Assets under Operating Leases | Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended December 31, 2020 and 2019 is summarized as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Depreciation expense for underlying assets under operating leases $ 209,946 $ 293,899 |
Components of Lease Cost | The components of lease cost are presented within general and administrative expense and operating expense, while sublease income is presented within revenues in our Consolidated Statements of Income for the years ended December 31, 2020 and 2019 are as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Finance lease cost Amortization of ROU assets $ 3,702 $ 4,257 Interest on lease liabilities 3,807 4,209 Total finance lease cost 7,509 8,466 Operating lease cost 24,080 26,446 Short-term lease cost 2,029 1,894 Variable lease cost 679 316 Less sublease income (12,273 ) (12,354 ) Total lease cost $ 22,024 $ 24,768 |
Summary of Amounts Reported in Consolidated Balance Sheets for Leases | Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2020 and 2019 were as follows: (Thousands) Location on Consolidated Balance Sheets December 31, 2020 December 31, 2019 Operating leases ROU asset, net (1) Other assets, net $ 97,850 $ 127,490 ROU liability (2) Accounts payable, accrued expenses and other liabilities, net 71,483 127,879 Finance leases ROU asset, gross (3) Property, plant and equipment, net $ 128,098 $ 129,900 ROU liability (4) Finance lease obligations 48,724 52,994 Weighted-average remaining lease term Operating leases 12.2 years 11.8 years Finance leases 13.3 years 13.9 years Weighted-average discount rate Operating leases 9.9 % 9.7 % Finance leases 8.0 % 8.0 % (1) (2) (3) (4) |
Schedule of Other Information Related to Leases | Other information related to leases as of December 31, 2020 and 2019 are as follows: (Thousands) Year Ended December 31, 2020 Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 3,807 $ 4,209 Operating cash flows from operating leases 28,485 27,835 Financing cash flows from finance leases 3,702 4,257 Non-cash items: New operating leases and remeasurements, net $ 2,681 $ 43,593 New finance leases 31 3,432 |
Future Lease Payments Under Non-Cancellable Operating and Finance Leases | Future lease payments under non-cancellable leases as of December 31, 2020 are as follows: (Thousands) Operating Leases (1) Finance Leases (2) 2021 $ 20,106 $ 6,733 2022 17,512 6,602 2023 14,890 6,581 2024 10,698 6,216 2025 6,712 5,164 Thereafter 35,740 45,495 Total undiscounted lease payments $ 105,658 $ 76,791 Less: imputed interest (34,175 ) (28,067 ) Total lease liabilities $ 71,483 $ 48,724 (1) (2) |
Future Sublease Rentals | Future sublease rentals as of December 31, 2020 are as follows: (Thousands) Sublease Rentals 2021 $ 8,703 2022 8,753 2023 8,806 2024 8,858 2025 8,913 Thereafter 124,813 Total $ 168,846 |
Business Combinations, Asset _2
Business Combinations, Asset Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Windstream | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The Company concluded that the Asset Purchase Agreement, and the obligation for Uniti to make cash payments to Windstream in accordance with the terms of the Settlement Agreement ( see Note 17 ), should be combined for the accounting purpose of ASC 842. As such, total consideration provided to Windstream under the Settlement has been allocated as follows: (Thousands) Consideration: Asset Purchase Agreement $ 284,550 Fair value of settlement obligation 438,577 Total consideration $ 723,127 Fair values of the assets acquired and liabilities assumed as of the acquisition date: Property, plant and equipment $ 170,754 Intangible assets, net 69,832 Other assets 27,632 Intangible liabilities (195,091 ) Total assets acquired, net 73,127 Settlement expense 650,000 Total $ 723,127 |
Bluebird Fiber Network | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The acquisition of the Bluebird network was accounted for as an asset acquisition. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 139,566 Intangible assets 175,401 Other assets 8,946 Accounts payable, accrued expenses and other liabilities (3,095 ) Total purchase consideration $ 320,818 |
Information Transport Solutions, Inc. | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: (thousands) Property, plant and equipment $ 4,270 Cash and cash equivalents 5,931 Accounts receivable 3,909 Other assets 7,238 Goodwill 9,941 Intangible assets 30,254 Accounts payable, accrued expenses and other liabilities (2,645 ) Deferred revenue (567 ) Total purchase consideration $ 58,331 |
Unaudited Pro Forma Summary of Financial Results | The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2017. Year Ended (Thousands, except per share data) December 31, 2018 Pro forma revenue $ 1,054,192 Pro forma net income (loss) 17,727 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Classified as Held for Sale | The following table presents the assets and liabilities associated with the Opco-Propco transaction with Everstream classified as held for sale as of December 31, 2020: (Thousands) December 31, 2020 Assets: Property, plant and equipment, net $ 44,150 Goodwill 17,794 Intangible assets, net 10,720 Right of use assets, net 20,679 Total Assets $ 93,343 Liabilities: Lease liabilities $ 17,647 Intangible liabilities, net 4,849 Finance lease obligations 33,256 Total Liabilities $ 55,752 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Valuation of Financial Instruments | The following table summarizes the fair value of our financial instruments at December 31, 2020 and 2019: (Thousands) Total Quoted (Level 1) Prices with Other Observable Inputs (Level 2) Prices with Unobservable Inputs (Level 3) At December 31, 2020 Liabilities Senior secured notes - 7.875%, due February 15, 2025 $ 2,410,313 $ — $ 2,410,313 $ — Senior secured notes - 6.00%, due April 15, 2023 561,000 — 561,000 — Senior unsecured notes - 8.25%, due October 15, 2023 1,112,775 — 1,112,775 — Senior unsecured notes - 7.125%, due December 15, 2024 601,500 — 601,500 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 426,058 — 426,058 — Senior secured revolving credit facility, variable rate, due April 24, 2022 110,000 — 110,000 — Derivative liability, net 22,897 — 22,897 — Settlement payable 418,840 — 418,840 — Contingent consideration 2,957 — — 2,957 Total $ 5,666,340 $ — $ 5,663,383 $ 2,957 (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, 2019 Liabilities Senior secured term loan B - variable rate, due October 24, 2022 $ 1,998,721 $ — $ 1,998,721 $ — Senior secured notes - 6.00% , due April 15, 2023 528,000 — 528,000 — Senior unsecured notes - 8.25%, due October 15, 2023 971,250 — 971,250 — Senior unsecured notes - 7.125%, due December 15, 2024 511,500 — 511,500 — Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 309,638 — 309,638 — Senior secured revolving credit facility, variable rate, due April 24, 2022 574,961 — 574,961 — Derivative liability, net 23,679 — 23,679 — Contingent consideration 11,507 — — 11,507 Total $ 4,929,256 $ — $ 4,917,749 $ 11,507 |
Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The following is a roll forward of our liability measured at fair value on a recurring basis using unobservable inputs (Level 3): (Thousands) December 31, 2019 Transfers into Level 3 (Gain)/Loss included in earnings Settlements December 31, 2020 Contingent consideration $ 11,507 $ — $ 7,163 $ (15,713 ) $ 2,957 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Carrying Value of Property, Plant and Equipment | The carrying value of property, plant and equipment is as follows: (Thousands) Depreciable Lives December 31, 2020 December 31, 2019 Land Indefinite $ 27,945 $ 28,337 Building and improvements 3 - 40 years 351,305 355,225 Real property interests See Note 3 - 3,308 Poles 30 years 266,758 258,535 Fiber 30 years 3,737,372 3,456,398 Equipment 5 - 7 years 298,912 293,427 Copper 20 years 3,850,987 3,792,366 Conduit 30 years 89,773 89,770 Tower assets 20 years 8,571 170,063 Finance lease assets See Note 3 74,103 129,900 Construction in progress See Note 3 47,086 89,007 Other assets 15 - 20 years 10,553 11,591 Corporate assets 3 - 7 years 13,475 5,552 8,776,840 8,683,479 Less accumulated depreciation (5,503,487 ) (5,273,534 ) Property, plant and equipment, net $ 3,273,353 $ 3,409,945 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty | The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of December 31, 2020 were as follows: Offsetting of Derivative Assets and Liabilities (Thousands) Gross Amounts of Recognized Assets or Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets Assets Interest rate swaps $ 27,869 $ (27,869 ) $ - Total $ 27,869 $ (27,869 ) $ - Liabilities Interest rate swaps $ 50,766 $ (27,869 ) $ 22,897 Total $ 50,766 $ (27,869 ) $ 22,897 |
Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet | The following table summarizes the fair value and the presentation in our Consolidated Balance Sheet: (Thousands) Location on Consolidated Balance Sheet December 31, 2020 December 31, 2019 Interest rate swaps Derivative liability, net $ 22,897 $ 23,679 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | As part of the transaction with Everstream (see Note 7), we reclassified the associated assets and liabilities held for sale, including $17.8 million of goodwill and $10.7 million of intangible assets. Changes in the carrying amount of goodwill occurring during the year ended December 31, 2020 and 2019, are as follows: (Thousands) Fiber Infrastructure Total Goodwill at December 31, 2018 $ 692,385 $ 692,385 Goodwill purchase accounting adjustments (1,269 ) (1,269 ) Goodwill associated with 2019 acquisitions (444 ) (444 ) Goodwill at December 31, 2019 690,672 690,672 Goodwill impairment (Note 3) (71,000 ) (71,000 ) Goodwill reclassified to held for sale (17,794 ) (17,794 ) Goodwill at December 31, 2020 $ 601,878 $ 601,878 |
Schedule of Carrying Value of Other Intangible Assets | The carrying value of our other intangible assets is as follows: (Thousands) December 31, 2020 December 31, 2019 Cost Accumulated Amortization Cost Accumulated Amortization Indefinite life intangible assets: Trade name $ - $ - $ 2,000 $ - Finite life intangible assets: Customer lists 416,104 (82,989 ) 450,603 (93,794 ) Contracts (Note 6) 48,269 (1,068 ) In-place lease (1) - - 50,705 (845 ) Underlying rights (1) 10,497 (87 ) 124,696 (1,386 ) Total intangible assets 474,870 628,004 Less: accumulated amortization (84,145 ) (96,025 ) Total intangible assets, net $ 390,725 $ 531,979 Finite life intangible liabilities: Acquired below-market leases $ 190,086 $ (2,200 ) $ - $ - Total intangible liabilities 190,086 - Less: accumulated amortization (2,200 ) - Total intangible liabilities, net $ 187,886 $ - (1) The Propco's intangible assets were sold on July 1, 2020. See Note 6 . |
Notes and Other Debt (Tables)
Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long Term Debt [Abstract] | |
Schedule of Notes and Other Debt | All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt. Notes and other debt is as follows: (Thousands) December 31, 2020 December 31, 2019 Principal amount $ 4,965,000 $ 5,224,747 Less unamortized discount, premium and debt issuance costs (148,476 ) (207,068 ) Notes and other debt less unamortized discount and debt issuance costs $ 4,816,524 $ 5,017,679 Notes and other debt at December 31, 2020 and 2019 consisted of the following: December 31, 2020 December 31, 2019 (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 5.66%) $ - $ - $ 2,044,728 $ (74,523 ) Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%) 2,250,000 (39,852 ) Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%) 550,000 (4,053 ) 550,000 (5,633 ) Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%) 1,110,000 (22,024 ) 1,110,000 (28,808 ) Senior unsecured notes - 7.125%, due December 15, 2024 (discount is based on imputed interest rate of 7.38%) 600,000 (5,316 ) 600,000 (6,304 ) Exchangeable senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%) 345,000 (69,608 ) 345,000 (85,272 ) Senior secured revolving credit facility, variable rate, due April 24, 2022 110,000 (7,623 ) 575,019 (6,528 ) Total $ 4,965,000 (148,476 ) $ 5,224,747 $ (207,068 ) |
Schedule of Aggregate Annual Maturities of Long-Term Obligations | Aggregate annual maturities of our long-term obligations at December 31, 2020 are as follows: (Thousands) 2021 $ - 2022 110,000 2023 1,660,000 2024 945,000 2025 2,250,000 Thereafter - Total $ 4,965,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Assumptions used to Value Purchase Rights Granted Under ESPP | The following table summarizes the assumptions used to value the purchase rights granted under the ESPP during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Expected term (years) 0.5 0.5 0.5 Expected volatility 72.0 % 24.0 % 37.0 % Expected annual dividend 3.9 % 2.1 % 11.3 % Risk free rate 0.2 % 2.1 % 2.1 % |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Awards | The following table sets forth the number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant: Restricted Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2019 1,122,085 $ 16.09 Granted 996,037 $ 10.39 Forfeited (32,257 ) $ 11.18 Vested (524,450 ) $ 16.43 Unvested balance, December 31, 2020 1,561,415 $ 12.33 $ 18,315 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31 , 20 20 . The market value as of December 31 , 20 20 was $ 11.73 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31 , 20 20 , the final trading day of 20 20 . |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance-based Restricted Stock Units Awards | The following table sets forth the number of unvested PSUs and the weighted-average fair value of these awards at the date of grant: Performance Awards Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (1) Unvested balance December 31, 2019 517,061 $ 21.72 Granted 322,209 $ 15.45 Forfeited (132,700 ) $ 28.20 Vested — $ — Unvested balance, December 31, 2020 706,570 $ 17.64 $ 8,288 (1) The aggregate intrinsic value is calculated as the market value of our common stock as of December 31, 2020. The market value as of December 31, 2020 was $11.73 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31, 2020, the final trading day of 2020. |
Schedule of Assumptions used to Value PSUs Granted | The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Expected term (years) 3.0 3.0 3.0 Expected volatility 63.0 % 57.5 % 48.5 % Expected annual dividend 0.0 % 0.0 % 0.0 % Risk free rate 0.7 % 2.3 % 2.3 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (Thousands, except per share data) 2020 2019 2018 Basic earnings per share: Numerator: Net (loss) income attributable to shareholders $ (706,301 ) $ 10,582 $ 16,187 Less: Income allocated to participating securities (1,078 ) (549 ) (2,594 ) Dividends declared on convertible preferred stock (9 ) (656 ) (2,624 ) Amortization of discount on convertible preferred stock - (993 ) (2,980 ) Net (loss) income attributable to common shares $ (707,388 ) $ 8,384 $ 7,989 Denominator: Basic weighted-average common shares outstanding 203,600 187,358 176,169 Basic (loss) earnings per common share $ (3.47 ) $ 0.04 $ 0.05 Year Ended December 31, (Thousands, except per share data) 2020 2019 2018 Diluted earnings per share: Numerator: Net (loss) income attributable to shareholders $ (706,301 ) $ 10,582 $ 16,187 Less: Income allocated to participating securities (1,078 ) (549 ) (1,665 ) Dividends declared on convertible preferred stock (9 ) (656 ) (2,624 ) Amortization of discount on convertible preferred stock — (993 ) (2,980 ) Impact on if-converted dilutive securities — — — Mark-to-market gain on share settled contingent consideration arrangements — — (1,433 ) Net (loss) income attributable to common shares $ (707,388 ) $ 8,384 $ 7,485 Denominator: Basic weighted-average common shares outstanding 203,600 187,358 176,169 Contingent consideration (See Note 9) — — 645 Impact on if-converted dilutive securities — — — Effect of dilutive non-participating securities — — 257 Weighted-average shares for dilutive earnings per common share 203,600 187,358 177,071 Dilutive (loss) earnings per common share $ (3.47 ) $ 0.04 $ 0.04 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial data related to our segments is presented below for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 745,915 $ 314,363 $ 6,112 $ 651 $ - $ 1,067,041 Adjusted EBITDA $ 737,337 $ 112,289 $ 77 $ (545 ) $ (30,323 ) $ 818,835 Less: Interest expense, net 497,128 Depreciation and amortization 201,321 126,211 783 791 297 329,403 Other expense 11,703 Settlement expense 650,000 Goodwill impairment 71,000 Transaction related and other costs 63,875 Gain on sale of real estate (86,267 ) Stock-based compensation 13,721 Income tax benefit (15,203 ) Adjustments or equity in earnings from unconsolidated entities 2,287 Net loss $ (718,812 ) Capital expenditures (1) $ 169,306 $ 197,023 $ 24,162 $ - $ - $ 390,491 Year Ended December 31, 2019 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 716,640 $ 315,605 $ 14,693 $ 10,673 $ - $ 1,057,611 Adjusted EBITDA $ 711,119 $ 126,754 $ (595 ) $ 1,955 $ (26,494 ) $ 812,739 Less: Interest expense, net 390,112 Depreciation and amortization 282,107 114,566 6,474 1,879 728 405,754 Other income (24,219 ) Transaction related and other costs 43,708 Gain on sale of real estate (28,995 ) Stock-based compensation 10,808 Income tax expense 4,663 Net income $ 10,908 Capital expenditures (1) $ 338,543 $ 233,506 $ 99,234 $ - $ 15 $ 671,298 Year Ended December 31, 2018 (Thousands) Leasing Fiber Infrastructure Towers Consumer CLEC Corporate Total of Reportable Segments Revenues $ 699,847 $ 289,239 $ 14,617 $ 13,931 $ - $ 1,017,634 Adjusted EBITDA $ 697,545 $ 123,389 $ 355 $ 3,353 $ (21,759 ) $ 802,883 Less: Interest expense, net 319,591 Depreciation and amortization 337,126 105,651 6,704 1,994 275 451,750 Other income (4,504 ) Transaction related and other costs 17,410 Stock-based compensation 8,064 Income tax benefit (5,421 ) Other (552 ) Net loss $ 16,545 Capital expenditures (1) $ 152,140 $ 199,689 $ 74,932 $ - $ 114 $ 426,875 (1) Segment capital expenditures represents capital expenditures, the Windstream Asset Purchase Agreement, Bluebird and NMS asset acquisitions (see Note 6) and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Summary of Total Assets by Business Segment | Total assets by business segment as of December 31, 2020 and December 31, 2019 are as follows: December 31, (Thousands) 2020 2019 Leasing $ 2,295,289 $ 2,341,734 Fiber Infrastructure 2,354,569 2,362,267 Towers - 235,888 Consumer CLEC 8,707 10,687 Corporate 73,253 66,424 Total of reportable segments $ 4,731,818 $ 5,017,000 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31, 2020, 2019 and 2018: (Thousands) 2020 2019 2018 Cash flow hedge changes in fair value gain (loss): Balance at beginning of period $ (23,442 ) $ 30,042 $ 6,351 Other comprehensive income (loss) before reclassifications (7,713 ) (51,288 ) 21,626 Amounts reclassified from accumulated other comprehensive income 677 (3,324 ) 2,624 Net other comprehensive income (loss) (30,478 ) (24,570 ) 30,601 Less: Other comprehensive income (loss) attributable to noncontrolling interest (125 ) (1,128 ) 559 Balance at end of period (30,353 ) (23,442 ) 30,042 Interest rate swap termination: Balance at beginning of period attributable to common shareholders — — — Amounts reclassified from accumulated other comprehensive income 10,155 — — Balance at end of period 10,155 — — Less: Other comprehensive income (loss) attributable to noncontrolling interest 169 — — Balance at end of period attributable to common shareholders 9,986 — — Foreign currency translation gain (loss): Balance at beginning of period — 63 1,470 Translation adjustments — — (1,440 ) Amounts reclassified from accumulated other comprehensive income — (63 ) — Net other comprehensive income (loss) — — 30 Less: Other comprehensive income (loss) attributable to noncontrolling interest — — (33 ) Balance at end of period — — 63 Accumulated other comprehensive income (loss) at end of period $ (20,367 ) $ (23,442 ) $ 30,105 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 as reported in the accompanying Consolidated Statements of Income was comprised of the following: Year Ended December 31, (Thousands) 2020 2019 2018 Current Federal $ (901 ) $ 10,401 $ 674 State (498 ) 2,742 1,290 Foreign 87 2,948 - Total current expense (1,312 ) 16,091 1,964 Deferred Federal (7,665 ) (9,378 ) (5,451 ) State (6,226 ) (2,050 ) (1,770 ) Foreign - - (164 ) Total deferred expense (13,891 ) (11,428 ) (7,385 ) Total income tax (benefit) expense $ (15,203 ) $ 4,663 $ (5,421 ) |
Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate | An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows: Year Ended December 31, (Thousands) 2020 2019 2018 Income from continuing operations, before tax $ (734,015 ) $ 15,571 $ 11,124 Income tax at U.S. statutory federal rate (154,143 ) 3,270 2,336 Increases (decreases) resulting from: State taxes, net of federal benefit (3,452 ) 407 (655 ) Benefit of REIT status 129,742 (2,188 ) (5,687 ) Goodwill impairment 14,910 - - Return to accrual (2,795 ) 104 (26 ) Permanent differences 448 122 41 Foreign taxes 87 2,948 (111 ) Rate differential - - (1,319 ) Income tax (benefit) expense $ (15,203 ) $ 4,663 $ (5,421 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities are as follows: (Thousands) December 31, 2020 December 31, 2019 Deferred tax assets: Deferred revenue $ 34,207 $ 25,507 Accrued bonuses 3 4 Stock-based compensation 801 1,123 Accrued expenses and other 270 75 Asset retirement obligation 1,429 1,068 Inventory reserve 241 322 Excess business interest expense 17 2,111 Lease asset liability 16,842 19,264 Settlement obligation 883 - Other 3,032 1,387 Net operating loss carryforwards 126,464 116,736 Deferred tax assets 184,189 167,597 Valuation allowance - - Deferred tax assets, net of valuation allowance 184,189 167,597 Deferred tax liabilities: Property, plant and equipment $ (103,441 ) $ (106,716 ) Customer list intangible (42,898 ) (46,164 ) Other intangible amortization (24,852 ) (15,486 ) Right of use asset (18,443 ) (18,012 ) Deferred or prepaid costs (3,041 ) (2,121 ) Debt discount and interest expense (2,034 ) (2,890 ) Other (20 ) (639 ) Deferred tax liabilities $ (194,729 ) $ (192,028 ) Deferred tax liability, net $ (10,540 ) $ (24,431 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s beginning and ending liability for unrecognized tax benefits is as follows: (Thousands) 2020 2019 Balance at January 1 $ 1,734 $ 3,036 Additions related to acquisitions - - Additions for tax positions for the current year - 1,734 Additions for tax positions of prior years - - Reductions for tax positions of prior years - (3,036 ) Settlements - - Balance at December 31 $ 1,734 $ 1,734 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Cash Paid For Interest Expense And Income Taxes | Cash paid for interest expense and income taxes is as follows: Year Ended December 31, (Thousands) 2020 2019 2018 Cash payments for: Interest (net of capitalized interest) $ 314,276 $ 344,464 $ 281,364 Income Taxes $ 1,155 $ 16,073 $ 1,688 |
Dividends (Distributions) (Tabl
Dividends (Distributions) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payments Of Dividends [Abstract] | |
Schedule of Common Stock Distribution Per Share | For the years ended December 31, 2020, 2019, and 2018, our common stock distribution per share was $0.60, $0.97 and $2.40, respectively, characterized as follows: Year Ended December 31, 2020 (1) 2019 (2) 2018 Ordinary dividends $ 0.52 $ 0.97 $ 1.53 Capital gain distribution $ 0.08 $ - $ - Non-dividend distributions - - 0.87 Total $ 0.60 $ 0.97 $ 2.40 ( 1 ) ( 2 ) Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - Segment | Jan. 01, 2021 | Dec. 31, 2020 |
Organization And Description Of Business [Line Items] | ||
Number of operating business segments | 4 | |
Subsequent Event | ||
Organization And Description Of Business [Line Items] | ||
Number of operating business segments | 2 | |
Uniti Group LP | ||
Organization And Description Of Business [Line Items] | ||
Percentage of partnership interests owned | 98.50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Jun. 28, 2019 | Jun. 25, 2019 | Mar. 18, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accumulated amortization of finance lease assets | $ 5,503,487,000 | $ 5,273,534,000 | |||||||
Gain (loss) on disposition of property | 0 | ||||||||
Depreciation expense | 301,200,000 | 377,300,000 | $ 425,200,000 | ||||||
Impairment losses | 0 | 0 | 0 | ||||||
Aggregate carrying amount of asset retirement obligations | 10,700,000 | 9,500,000 | |||||||
Asset retirement obligations liabilities Incurred | 200,000 | 600,000 | |||||||
Asset retirement obligations accretion expense recognized | 1,300,000 | 1,300,000 | 900,000 | ||||||
Debt instrument amount | $ 4,965,000,000 | 5,224,747,000 | |||||||
Issuance senior notes, stated percentage | 7.875% | ||||||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | |||||||
Settlement expense | $ 650,000,000 | $ 650,000,000 | |||||||
Allowance for credit losses | 2,900,000 | 2,700,000 | |||||||
Credit losses | $ 1,800,000 | $ 1,600,000 | $ 1,500,000 | ||||||
Accounting standards update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201811Member | us-gaap:AccountingStandardsUpdate201409Member | ||||||
Change in accounting principle, ASU, Adopted | true | ||||||||
Change in accounting principle, ASU, Adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, ASU, Immaterial effect | true | ||||||||
Straight-line revenue receivable | $ 13,107,000 | $ 2,408,000 | |||||||
Equity | $ (2,072,376,000) | (1,483,164,000) | $ (1,493,203,000) | $ (1,207,142,000) | |||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | 90.00% | |||||||
Minimum percentage of taxable income to be distributed as dividend to maintain REIT status | 90.00% | ||||||||
Income tax examination, description | We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | ||||||||
Unrecognized tax benefit | $ 1,734,000 | 1,734,000 | $ 3,036,000 | ||||||
Gain recognized from sale of assets after spinoff recognition period | 5 years | ||||||||
Goodwill impairment | $ 71,000,000 | ||||||||
Additional paid in capital | $ 1,209,141,000 | $ 951,295,000 | |||||||
Windstream | Revenue | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Master lease and the windstream leases revenue percentage | 65.80% | 65.00% | 68.20% | ||||||
Fiber Infrastructure | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Percentage of fair value in excess of carrying value | 2.00% | ||||||||
Goodwill impairment | $ 71,000,000 | $ 0 | $ 0 | ||||||
Cumulative Effect Adjustment for Adoption of New Accounting Standard | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Equity | (61,826,000) | $ 1,859,000 | |||||||
Additional paid in capital | (59,400,000) | ||||||||
Retained earnings | 14,600,000 | ||||||||
Cumulative Effect Adjustment for Adoption of New Accounting Standard | Subsequent Event | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accounting standards update [Extensible List] | unit:AccountingStandardsUpdate202006Member | ||||||||
Change in accounting principle, ASU, Adopted | true | ||||||||
Change in accounting principle, ASU, Adoption date | Jan. 1, 2021 | ||||||||
Change in accounting principle, ASU, Transition option elected [Extensible List] | unit:AccountingStandardsUpdate202006ModifiedRetrospectiveMember | ||||||||
Accounting Standards Update ("ASU") No. 2016-02 | Cumulative Effect Adjustment for Adoption of New Accounting Standard | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Straight-line revenue receivable | (61,500,000) | ||||||||
Equity | (63,200,000) | ||||||||
Right of use assets and lease liabilities | 1,700,000 | ||||||||
Maximum | Warrants | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | |||||||
Exchangeable Notes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt instrument amount | $ 345,000,000 | $ 345,000,000 | |||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | |||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |||||||
7.875% Senior Secured Notes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt instrument amount | $ 2,250,000,000 | ||||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | |||||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | |||||||
Debt instrument, maturity year | 2025 | ||||||||
Net leverage ratio | 5.75% | ||||||||
Property Plant and Equipment, Net | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Tenant funded capital improvements | $ 767,200,000 | $ 698,800,000 | |||||||
Deferred Income Taxes | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Unrecognized tax benefit | 1,700,000 | ||||||||
Finance Lease Assets | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accumulated amortization of finance lease assets | 16,800,000 | 24,300,000 | |||||||
Tenant Capital Improvements | Master Lease | Windstream | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Leasing revenue | 35,100,000 | 29,000,000 | 23,100,000 | ||||||
Depreciation expense | $ 35,100,000 | $ 29,000,000 | $ 23,100,000 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | Jun. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | May 23, 2019 |
Revenue Recognition [Line Items] | ||||||
Sale of portfolio, cash consideration | $ 2.9 | $ 30.7 | ||||
ASU 2016-02 | ||||||
Revenue Recognition [Line Items] | ||||||
Lease receivables | $ 17.5 | $ 28.8 | ||||
ASC 2014-09 | ||||||
Revenue Recognition [Line Items] | ||||||
Receivables from contracts with customers | 45.1 | 48.6 | ||||
Revenue recognized that was included in the contract liability | 5.4 | $ 4.7 | $ 14.7 | |||
Future revenues under contract | 476.6 | |||||
Contracts currently being invoiced | 406 | |||||
Backlog for sales bookings | $ 70.6 | |||||
Average remaining contract term of backlog sales bookings | 6 years 10 months 24 days | |||||
United States | Tower | Melody Investment Advisors | ||||||
Revenue Recognition [Line Items] | ||||||
Sale of portfolio, cash consideration | $ 225.8 | |||||
Investment interest retained, percentage | 10.00% |
Revenues - Revenues Disaggregat
Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | $ 271,667 | $ 295,033 | $ 289,055 |
Total revenues | 1,067,041 | 1,057,611 | 1,017,634 |
Fiber Infrastructure | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 269,596 | 284,360 | 275,124 |
Total revenues | 314,363 | 315,605 | 289,239 |
Fiber Infrastructure | Lit Backhaul | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 106,125 | 125,983 | 132,361 |
Fiber Infrastructure | Enterprise and Wholesale | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 78,702 | 66,545 | 63,519 |
Fiber Infrastructure | E-Rate and Government | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 80,428 | 89,430 | 74,752 |
Fiber Infrastructure | Other | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 4,341 | 2,402 | 4,492 |
Leasing | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 1,420 | ||
Total revenues | 745,915 | 716,640 | 699,847 |
Consumer CLEC | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue from contracts with customers | 651 | 10,673 | 13,931 |
Total revenues | 651 | 10,673 | 13,931 |
ASU 2016-02 | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 795,374 | $ 762,578 | $ 728,579 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands | Dec. 31, 2020USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Balance, Contract Assets at December 31, 2019 | $ 11,535 |
Balance, Contract Assets at December 31, 2020 | 3,462 |
Balance, Contract Liabilities at December 31, 2019 | 12,717 |
Balance, Contract Liabilities at December 31, 2020 | $ 18,601 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Dec. 31, 2020 |
ASC 2014-09 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Recognition [Line Items] | |
Average remaining contract term for contracts currently billing | 1 year 9 months 18 days |
Leases - Additional Information
Leases - Additional Information (Details) | Jan. 01, 2021USD ($) | Sep. 18, 2020USD ($) | Sep. 18, 2018Lease | Dec. 31, 2020USD ($) |
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 less than one year to 20 years | |||
Lessor, operating lease, existence of option to terminate [true false] | true | |||
Lessor, lease option to terminate, description | options to terminate the leases within one to six 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 20 years | |||
Lessee, operating lease, existence of option to terminate [true false] | true | |||
Lessee, option to terminate, description | options to terminate the leases within one to six months | |||
Short term lease commitments | $ 2,000,000 | |||
Number of master leases | Lease | 2 | |||
New lease, aggregate reimbursements made for certain growth capital improvements | 110,900,000 | |||
Subsequent Event | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 26,200,000 | |||
Windstream | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 19 years | |||
New lease, aggregate reimbursements made for certain growth capital improvements | 84,700,000 | |||
Growth Capital Improvements will exclude maintenance or repair expenditures except for costs incurred for fiber replacements to CLEC MLA leased property | $ 70,000,000 | |||
Future annual commitment payments for agreements due year two through five | 225,000,000 | |||
Future annual commitment payments for agreements due year six | 175,000,000 | |||
Future annual commitment payments for agreements due year seven | 175,000,000 | |||
Future annual commitment payments for agreements due year eight through ten | 125,000,000 | |||
Cumulative growth capital improvements annual reimbursement commitment amount limit in subsequent period | $ 250,000,000 | |||
Annual rent adjustment for Growth Capital Funding | 8.00% | |||
Rate used for rent percentage | 100.50% | |||
Windstream | Other Assets | ||||
Leases [Line Items] | ||||
Lease incentive | 1,000,000 | |||
ILEC MLA | ||||
Leases [Line Items] | ||||
Lease expiration date | Apr. 30, 2030 | |||
CLEC MLA | ||||
Leases [Line Items] | ||||
Lease expiration date | Apr. 30, 2030 | |||
CLEC MLA | Windstream | ||||
Leases [Line Items] | ||||
Maximum funding rights allocated per year upon transfer of interests under Windstream lease | $ 20,000,000 | |||
Equipment Loan Agreement | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 25,000,000 | |||
Accrued interest rate for borrowing | 8.00% | |||
Windstream lease, aggregate reimbursements made for certain growth capital improvements, loan amount | $ 0 | |||
Minimum | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 1 year | |||
Lessor, lease renewal term | 1 year | |||
Lessor operating lease, termination | 1 month | |||
Lessee, initial lease term | 1 year | |||
Lessee, lease renewal term | 1 year | |||
Lessee, lease option to terminate, description | 1 month | |||
Minimum | Windstream | ||||
Leases [Line Items] | ||||
Total leverage ratio | 300.00% | |||
Minimum | Windstream | Pro Forma | ||||
Leases [Line Items] | ||||
Total leverage ratio | 350.00% | |||
Maximum | ||||
Leases [Line Items] | ||||
Lessor, initial lease term | 35 years | |||
Lessor, lease renewal term | 20 years | |||
Lessor operating lease, termination | 6 months | |||
Lessee, initial lease term | 30 years | |||
Lessee, lease renewal term | 20 years | |||
Lessee, lease option to terminate, description | 6 months | |||
Total leverage ratio | 650.00% | |||
Maximum | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 1,750,000,000 | $ 1,750,000,000 | ||
Maximum | Windstream | Senior Secured Revolving Credit Facility | ||||
Leases [Line Items] | ||||
Issuance senior notes, stated percentage | 750,000,000 | |||
Maximum | Equipment Loan Agreement | Windstream | ||||
Leases [Line Items] | ||||
New lease, aggregate reimbursements made for certain growth capital improvements | $ 125,000,000 |
Leases - Components of Lease In
Leases - Components of Lease Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Lease income - operating leases | $ 795,374 | $ 762,578 |
Leases - Lease Payments to be R
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) | [1] |
Leases [Abstract] | ||
2021 | $ 737,233 | |
2022 | 745,132 | |
2023 | 746,151 | |
2024 | 746,448 | |
2025 | 747,257 | |
Thereafter | 3,625,031 | |
Total lease receivables | $ 7,347,252 | |
[1] | Total future minimum lease payments to be received include $6.3 billion relating to the Master Lease with Windstream. |
Leases - Lease Payments to be_2
Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) $ in Thousands | Dec. 31, 2020USD ($) | |
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 7,347,252 | [1] |
Master Lease | ||
Lessee Lease Description [Line Items] | ||
Total future minimum lease payments to be received | $ 6,300,000 | |
[1] | Total future minimum lease payments to be received include $6.3 billion relating to the Master Lease with Windstream. |
Leases - Schedule of Underlying
Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | $ 7,608,978 | $ 7,557,909 | |
Less: accumulated depreciation | (5,222,731) | (5,033,080) | |
Underlying assets under operating leases, net | 2,386,247 | 2,524,829 | |
Land | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 26,596 | 27,392 | |
Building and Improvements | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 335,495 | 341,096 | |
Poles | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 266,758 | 258,535 | |
Fiber | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 2,994,465 | 2,836,939 | |
Equipment | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 421 | 419 | |
Copper | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 3,850,988 | 3,792,366 | |
Conduit | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 89,773 | 89,770 | |
Tower assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | 1,397 | 168,453 | |
Finance Lease Assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | [1] | 32,660 | 32,660 |
Other assets | |||
Lessor Lease Description [Line Items] | |||
Underlying assets under operating leases, gross | $ 10,425 | $ 10,279 | |
[1] | Includes $4.5 million assets under operating leases in Held for Sale as of December 31, 2020 |
Leases - Schedule of Underlyi_2
Leases - Schedule of Underlying Assets under Operating Leases (Parenthetical) (Details) $ in Millions | Dec. 31, 2020USD ($) |
Uniti Fiber Northeast Operations and Dark Fiber IRU Contracts | Disposal Group, Held for Sale, Not qualified as Discontinued Operation | |
Lessor Lease Description [Line Items] | |
Assets under operating leases | $ 4.5 |
Leases - Schedule of Depreciati
Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Depreciation expense for underlying assets under operating leases | $ 209,946 | $ 293,899 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Amortization of ROU assets | $ 3,702 | $ 4,257 |
Interest on lease liabilities | 3,807 | 4,209 |
Total finance lease cost | 7,509 | 8,466 |
Operating lease cost | 24,080 | 26,446 |
Short-term lease cost | 2,029 | 1,894 |
Variable lease cost | 679 | 316 |
Less sublease income | (12,273) | (12,354) |
Total lease cost | $ 22,024 | $ 24,768 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating leases | ||||
ROU asset, net | [1] | $ 97,850 | $ 127,490 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets | ||
ROU liability | [3] | $ 71,483 | [2] | $ 127,879 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndOtherAccruedLiabilities | us-gaap:AccountsPayableAndOtherAccruedLiabilities | ||
Finance leases | ||||
ROU asset, gross | [4] | $ 128,098 | $ 129,900 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet | ||
ROU liability | [5] | $ 48,724 | $ 52,994 | |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | unit:FinanceLeaseLiabilityExcludingFinanceLeaseObligationsInHeldForSale | unit:FinanceLeaseLiabilityExcludingFinanceLeaseObligationsInHeldForSale | ||
Weighted-average remaining lease term | ||||
Operating leases | 12 years 2 months 12 days | 11 years 9 months 18 days | ||
Finance leases | 13 years 3 months 18 days | 13 years 10 months 24 days | ||
Weighted-average discount rate | ||||
Operating leases | 9.90% | 9.70% | ||
Finance leases | 8.00% | 8.00% | ||
[1] | Includes $20.7 million ROU assets in Held for Sale as of December 31, 2020 | |||
[2] | Includes $17.6 million ROU liabilities in Held for Sale as of December 31, 2020 | |||
[3] | Includes $17.6 million lease liabilities in Held for Sale as of December 31, 2020 | |||
[4] | Includes $54.0 million finance lease assets in Held for Sale as of December 31, 2020 | |||
[5] | Includes $33.3 million finance lease obligations in Held for Sale as of December 31, 2020 |
Leases - Summary of Amounts R_2
Leases - Summary of Amounts Reported in Consolidated Balance Sheets for Leases (Parenthetical) (Details) - Uniti Fiber Northeast Operations and Dark Fiber IRU Contracts - Disposal Group, Held for Sale, Not qualified as Discontinued Operation $ in Millions | Dec. 31, 2020USD ($) |
Lessee Lease Description [Line Items] | |
ROU assets | $ 20.7 |
Lease liabilities | 17.6 |
Finance lease assets | 54 |
Finance lease obligations | $ 33.3 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | $ 3,807 | $ 4,209 | |
Operating cash flows from operating leases | 28,485 | 27,835 | |
Financing cash flows from finance leases | 3,702 | 4,257 | $ 5,946 |
Non-cash items: | |||
New operating leases and remeasurements, net | 2,681 | 43,593 | |
New finance leases | $ 31 | $ 3,432 |
Leases - Future Lease Payments
Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating Leases | ||||
2021 | [1] | $ 20,106 | ||
2022 | [1] | 17,512 | ||
2023 | [1] | 14,890 | ||
2024 | [1] | 10,698 | ||
2025 | [1] | 6,712 | ||
Thereafter | [1] | 35,740 | ||
Total undiscounted lease payments | [1] | 105,658 | ||
Less: imputed interest | [1] | (34,175) | ||
Total lease liabilities | [2] | 71,483 | [1] | $ 127,879 |
Finance Leases | ||||
2021 | [3] | 6,733 | ||
2022 | [3] | 6,602 | ||
2023 | [3] | 6,581 | ||
2024 | [3] | 6,216 | ||
2025 | [3] | 5,164 | ||
Thereafter | [3] | 45,495 | ||
Total undiscounted lease payments | [3] | 76,791 | ||
Less: imputed interest | [3] | (28,067) | ||
Total lease liabilities | [3] | $ 48,724 | $ 52,994 | |
[1] | Includes $17.6 million ROU liabilities in Held for Sale as of December 31, 2020 | |||
[2] | Includes $17.6 million lease liabilities in Held for Sale as of December 31, 2020 | |||
[3] | Includes $33.3 million finance lease obligations in Held for Sale as of December 31, 2020 |
Leases - Future Lease Payment_2
Leases - Future Lease Payments under Non-Cancellable Leases (Parenthetical) (Details) - Uniti Fiber Northeast Operations and Dark Fiber IRU Contracts - Disposal Group, Held for Sale, Not qualified as Discontinued Operation $ in Millions | Dec. 31, 2020USD ($) |
Lessee Lease Description [Line Items] | |
ROU liabilities | $ 17.6 |
Finance lease obligations | $ 33.3 |
Leases - Future Sublease Rental
Leases - Future Sublease Rentals (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 8,703 |
2022 | 8,753 |
2023 | 8,806 |
2024 | 8,858 |
2025 | 8,913 |
Thereafter | 124,813 |
Total | $ 168,846 |
Business Combinations, Asset _3
Business Combinations, Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, FiberStrandMile in Millions | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Jul. 01, 2020USD ($) | Jun. 01, 2020USD ($) | Aug. 30, 2019USD ($)mi | May 23, 2019USD ($) | Apr. 02, 2019USD ($) | Mar. 25, 2019USD ($) | Oct. 19, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Sale of portfolio, cash consideration | $ 30,700 | $ 2,900 | |||||||||||||
Sale of portfolio, pre-tax gain | $ 5,000 | ||||||||||||||
Net loss on sale of operations | $ 2,242 | ||||||||||||||
Goodwill | $ 692,385 | $ 601,878 | 690,672 | $ 692,385 | |||||||||||
Increase (decrease) of purchase price and goodwill | (1,269) | ||||||||||||||
Total revenues | 1,067,041 | 1,057,611 | 1,017,634 | ||||||||||||
Tower | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Total revenues | 6,112 | $ 14,693 | 14,617 | ||||||||||||
Melody Investment Advisors | United States | Tower | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net assets value | $ 190,000 | ||||||||||||||
Sale of portfolio, cash consideration | $ 225,800 | ||||||||||||||
Investment interest retained, percentage | 10.00% | ||||||||||||||
Fair value of retained investment interest | $ 26,000 | ||||||||||||||
Sale of portfolio, pre-tax gain | $ 63,400 | ||||||||||||||
Incremental earn-out payments, estimated to be received | $ 1,600 | ||||||||||||||
Propco | MIP | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net assets value | $ 186,500 | ||||||||||||||
Sale of portfolio, cash consideration | $ 167,600 | ||||||||||||||
Investment interest retained, percentage | 20.00% | ||||||||||||||
Fair value of retained investment interest | $ 41,900 | ||||||||||||||
Sale of portfolio, pre-tax gain | $ 23,000 | ||||||||||||||
Uniti Fibers Midwest | MIP | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Sale of operation for cash consideration and prepaid rent received | $ 37,000 | ||||||||||||||
Net loss on sale of operations | 2,200 | ||||||||||||||
Goodwill | 2,200 | ||||||||||||||
Uniti Towers Business | Latin American | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Sale of portfolio, cash consideration | $ 101,600 | ||||||||||||||
Sale of portfolio, pre-tax gain | $ 23,800 | ||||||||||||||
Windstream | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Payments to acquire assets | $ 284,600 | ||||||||||||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | ||||||||||||||
Fiber strand miles of fiber assets conveyed | FiberStrandMile | 0.4 | ||||||||||||||
Fiber route miles of fiber assets conveyed | FiberRoute | 4,000 | ||||||||||||||
IRU annual EBITDA from fiber strand miles conveyed | $ 28,900 | ||||||||||||||
Intangible asset acquired | $ 69,800 | ||||||||||||||
Lessor, initial lease term | 19 years | ||||||||||||||
Acquired right of use assets | $ 27,600 | ||||||||||||||
Amortized over the initial lease term | 19 years | ||||||||||||||
Contracts | Windstream | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 59,300 | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 8 years | ||||||||||||||
Underlying Rights | Windstream | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 10,500 | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | ||||||||||||||
Windstream | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Payments to acquire assets | $ 284,550 | ||||||||||||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | ||||||||||||||
Fiber strand miles of fiber assets conveyed | FiberStrandMile | 0.4 | ||||||||||||||
Fiber route miles of fiber assets conveyed | FiberRoute | 4,000,000,000 | ||||||||||||||
IRU annual EBITDA from fiber strand miles conveyed | $ 28,900 | ||||||||||||||
Intangible asset acquired | 69,832 | ||||||||||||||
Purchase consideration | $ 723,127 | ||||||||||||||
Cash paid for business acquisition | $ 73,407 | ||||||||||||||
Bluebird Fiber Network | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 175,401 | ||||||||||||||
Number of fiber stand miles | mi | 178,000 | ||||||||||||||
Purchase consideration | $ 320,800 | ||||||||||||||
Transaction costs | 1,800 | ||||||||||||||
Cash paid for business acquisition | 175,000 | ||||||||||||||
Prepaid rent to be transferred for consideration | 144,000 | ||||||||||||||
Right of use assets acquired | 8,900 | ||||||||||||||
Right of use liabilities acquired | 3,100 | ||||||||||||||
Bluebird Fiber Network | Rights of Way | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 124,700 | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 30 years | ||||||||||||||
Bluebird Fiber Network | In-place Lease | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 50,700 | ||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | ||||||||||||||
Lessor, initial lease term | 20 years | ||||||||||||||
Amortized over the initial lease term | 20 years | ||||||||||||||
JKM Consulting Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash paid for business acquisition | $ 5,500 | ||||||||||||||
Goodwill | $ 1,700 | ||||||||||||||
Business acquisition date | Mar. 25, 2019 | ||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||
Information Transport Solutions, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible asset acquired | $ 30,254 | ||||||||||||||
Cash paid for business acquisition | 58,300 | ||||||||||||||
Goodwill | $ 9,941 | ||||||||||||||
Business acquisition date | Oct. 19, 2018 | ||||||||||||||
Percentage of equity acquired | 100.00% | ||||||||||||||
Increase (decrease) of purchase price and goodwill | $ (1,300) | ||||||||||||||
Total revenues | 9,000 | ||||||||||||||
Operating income (loss) | $ 500 | ||||||||||||||
Business combination, transaction related costs | $ 300 | ||||||||||||||
Information Transport Solutions, Inc. | Customer Relationships | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 14 years | ||||||||||||||
Finite-lived intangible assets acquired | $ 30,300 |
Business Combinations, Asset _4
Business Combinations, Asset Acquisitions and Dispositions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 18, 2020 | Aug. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 19, 2018 |
Fair values of the assets acquired and liabilities assumed as of the acquisition date: | ||||||
Goodwill | $ 601,878 | $ 690,672 | $ 692,385 | |||
Windstream | ||||||
Consideration: | ||||||
Asset Purchase Agreement | $ 284,550 | |||||
Fair value of settlement obligation | 438,577 | |||||
Total consideration | 723,127 | |||||
Fair values of the assets acquired and liabilities assumed as of the acquisition date: | ||||||
Property, plant and equipment | 170,754 | |||||
Intangible assets, net | 69,832 | |||||
Other assets | 27,632 | |||||
Intangible liabilities | (195,091) | |||||
Total assets acquired, net | 73,127 | |||||
Settlement expense | 650,000 | |||||
Total consideration | $ 723,127 | |||||
Bluebird Fiber Network | ||||||
Consideration: | ||||||
Total consideration | $ 320,800 | |||||
Fair values of the assets acquired and liabilities assumed as of the acquisition date: | ||||||
Property, plant and equipment | 139,566 | |||||
Intangible assets, net | 175,401 | |||||
Other assets | 8,946 | |||||
Accounts payable, accrued expenses and other liabilities | (3,095) | |||||
Total assets acquired, net | 320,818 | |||||
Total consideration | $ 320,800 | |||||
Information Transport Solutions, Inc. | ||||||
Fair values of the assets acquired and liabilities assumed as of the acquisition date: | ||||||
Property, plant and equipment | $ 4,270 | |||||
Cash and cash equivalents | 5,931 | |||||
Intangible assets, net | 30,254 | |||||
Accounts receivable | 3,909 | |||||
Other assets | 7,238 | |||||
Goodwill | 9,941 | |||||
Accounts payable, accrued expenses and other liabilities | (2,645) | |||||
Deferred revenue | (567) | |||||
Total assets acquired, net | $ 58,331 |
Business Combinations, Asset _5
Business Combinations, Asset Acquisitions and Dispositions - Unaudited Pro Forma Summary of Financial Results (Details) - Information Transport Solutions, Inc. $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Pro forma revenue | $ 1,054,192 |
Pro forma net income (loss) | $ 17,727 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Oct. 31, 2020 | Sep. 30, 2019 | May 23, 2019 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total cash consideration, including upfront IRU payments | $ 2.9 | $ 30.7 | |
Everstream Solutions LLC | IRU Lease Agreements | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Lease agreements, term | 20 years | ||
Management fee receivable | $ 3 | ||
Annual escalator | 2.00% | ||
Everstream Solutions LLC | Uniti Fiber Northeast Operations And Certain Dark Fiber Indefeasible Rights Of Use Contracts | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total cash consideration, including upfront IRU payments | $ 135 |
Assets and Liabilities Held f_4
Assets and Liabilities Held for Sale - Schedule of Assets and Liabilities Classified as Held for Sale (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Liabilities: | |
Total Liabilities | $ 55,752 |
Disposal Group, Held for Sale, Not qualified as Discontinued Operation | Everstream Solutions LLC | |
Assets: | |
Property, plant and equipment, net | 44,150 |
Goodwill | 17,794 |
Intangible assets, net | 10,720 |
Right of use assets, net | 20,679 |
Total Assets | 93,343 |
Liabilities: | |
Lease liabilities | 17,647 |
Intangible liabilities, net | 4,849 |
Finance lease obligations | 33,256 |
Total Liabilities | $ 55,752 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Variable Interest Entity, Not Primary Beneficiary | |
Schedule Of Equity Method Investments [Line Items] | |
Aggregate investment in equity method | $ 66 |
BB Fiber Holdings LLC | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage of ownership interest in Propco under long-term, triple net lease | 47.50% |
Percentage of economic interest in Propco | 20.00% |
Current investment and maximum exposure to loss result of involvement | $ 41.1 |
BB Fiber Holdings LLC | Variable Interest Entity, Not Primary Beneficiary | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 42.00% |
Harmoni | Variable Interest Entity, Not Primary Beneficiary | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 10.00% |
Current investment and maximum exposure to loss | $ 24.9 |
Transition service fees earned | $ 0.7 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||
Derivative liability, net | $ 22,897 | $ 23,679 |
Settlement payable | 418,840 | |
Contingent consideration | 2,957 | 11,507 |
Total | 5,666,340 | 4,929,256 |
7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,410,313 | |
Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,998,721 | |
6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 561,000 | 528,000 |
8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,112,775 | 971,250 |
7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 601,500 | 511,500 |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 426,058 | 309,638 |
Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 110,000 | 574,961 |
Prices with Other Observable Inputs (Level 2) | ||
Liabilities | ||
Derivative liability, net | 22,897 | 23,679 |
Settlement payable | 418,840 | |
Total | 5,663,383 | 4,917,749 |
Prices with Other Observable Inputs (Level 2) | 7.875% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 2,410,313 | |
Prices with Other Observable Inputs (Level 2) | Senior Secured Term Loan B Facility | ||
Liabilities | ||
Senior secured loan | 1,998,721 | |
Prices with Other Observable Inputs (Level 2) | 6.00% Senior Secured Notes | ||
Liabilities | ||
Senior notes | 561,000 | 528,000 |
Prices with Other Observable Inputs (Level 2) | 8.25% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 1,112,775 | 971,250 |
Prices with Other Observable Inputs (Level 2) | 7.125% Senior Unsecured Notes | ||
Liabilities | ||
Senior notes | 601,500 | 511,500 |
Prices with Other Observable Inputs (Level 2) | Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||
Liabilities | ||
Senior notes | 426,058 | 309,638 |
Prices with Other Observable Inputs (Level 2) | Senior Secured Revolving Credit Facility | ||
Liabilities | ||
Senior secured loan | 110,000 | 574,961 |
Prices with Unobservable Inputs (Level 3) | ||
Liabilities | ||
Contingent consideration | 2,957 | 11,507 |
Total | $ 2,957 | $ 11,507 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details) | Jun. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance senior notes, stated percentage | 7.875% | ||
7.875% Senior Secured Notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance senior notes, stated percentage | 7.875% | 7.875% | |
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | |
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 | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance senior notes, stated percentage | 4.00% | 4.00% | |
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |
Senior Secured Revolving Credit Facility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2022 |
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 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Installment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Principal amount of notes and other debt | $ 4,965,000 | $ 5,224,747 | |
Fair value of settlement payable | 418,840 | ||
Estimated fair value of future contingent consideration | 2,957 | 11,507 | |
Payments of contingent consideration | 15,713 | 32,253 | $ 18,640 |
Increase in fair value of contingent consideration liability | 7,163 | (28,463) | $ (3,721) |
Tower Cloud, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Estimated fair value of future contingent consideration | 3,000 | ||
Payments of contingent consideration | 15,700 | $ 29,600 | |
Windstream | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash payment in equal installments emergence from bankruptcy | $ 490,100 | ||
Number of installments | Installment | 20 | ||
Prices with Other Observable Inputs (Level 2) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notes and other debt, fair value | $ 5,220,000 | ||
Fair value of settlement payable | $ 418,840 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Roll Forward of Liability Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | $ 11,507 |
(Gain)/Loss included in earnings | 7,163 |
Settlements | (15,713) |
Contingent consideration, ending balance | $ 2,957 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,776,840 | $ 8,683,479 |
Less accumulated depreciation | (5,503,487) | (5,273,534) |
Property, plant and equipment, net | 3,273,353 | 3,409,945 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,945 | 28,337 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 351,305 | 355,225 |
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 | 3,308 | |
Poles | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 266,758 | 258,535 |
Fiber | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 3,737,372 | 3,456,398 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 298,912 | 293,427 |
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 | $ 3,850,987 | 3,792,366 |
Conduit | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 30 years | |
Property, plant and equipment, gross | $ 89,773 | 89,770 |
Tower assets | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 20 years | |
Property, plant and equipment, gross | $ 8,571 | 170,063 |
Finance Lease Assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 74,103 | 129,900 |
Less accumulated depreciation | (16,800) | (24,300) |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 47,086 | 89,007 |
Other assets | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,553 | 11,591 |
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 | $ 13,475 | $ 5,552 |
Corporate assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 3 years | |
Corporate assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Lives | 7 years |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 301.2 | $ 377.3 | $ 425.2 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | Jun. 28, 2019 | Jun. 27, 2019 | Jun. 25, 2019 | Apr. 27, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Unrealized gain (loss) on derivative instruments | $ 7,700,000 | $ 51,300,000 | $ 21,600,000 | ||||
Reclassification out of other comprehensive income into interest (expense) benefit | (497,128,000) | (390,112,000) | (319,591,000) | ||||
Ineffective portions of change in fair value derivatives | 0 | $ 0 | 0 | ||||
Estimated amount to be reclassified as an increase to interest expense | 11,300,000 | ||||||
Common stock aggregate at an exercise price | $ 16.42 | $ 16.42 | |||||
Warrants expiring period | 2024-09 | ||||||
Proceeds from offering and sale of warrants | 50,800,000 | $ 50,819,000 | |||||
Exchangeable Notes | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Approximately net of proceeds from total offering exchangeable notes to pay cost of notes hedges | $ 70,000,000 | ||||||
Reclassification Out of Other Comprehensive Income | Designated as Cash Flow Hedges | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Reclassification out of other comprehensive income into interest (expense) benefit | $ (10,800,000) | $ 3,300,000 | $ (2,600,000) | ||||
Maximum | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Maximum number of shares issued pursuant to warrants | 55,500,000 | ||||||
Maximum | Warrants | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Anti-dilution adjustments | 27,800,000 | 27,800,000 | |||||
Interest Rate Swap | |||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||
Derivative, notional value | $ 2,020,000,000 | ||||||
Derivative, maturity date | Oct. 24, 2022 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | $ 27,869 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (27,869) | |
Gross Amounts of Recognized Liabilities | 50,766 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (27,869) | |
Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets | 22,897 | $ 23,679 |
Interest Rate Swap | ||
Offsetting Assets And Liabilities [Line Items] | ||
Gross Amounts of Recognized Assets | 27,869 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (27,869) | |
Gross Amounts of Recognized Liabilities | 50,766 | |
Gross Amounts Offset in the Consolidated Balance Sheets | (27,869) | |
Net Amounts of Assets or Liabilities presented in the Consolidated Balance Sheets | $ 22,897 | $ 23,679 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 22,897 | $ 23,679 |
Interest Rate Swap | ||
Derivatives Fair Value [Line Items] | ||
Derivative liability, net | $ 22,897 | $ 23,679 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill reclassified to held for sale | $ 17,794 | |||
Remaining weighted average amortization period of intangible assets | 15 years 9 months 18 days | |||
Remaining weighted average amortization period of intangible liabilities | 18 years 10 months 24 days | |||
Amortization | $ 28,200 | $ 27,200 | $ 25,500 | |
Estimated amortization expense for 2021 | 18,700 | |||
Estimated amortization expense for 2022 | 18,700 | |||
Estimated amortization expense for 2023 | 18,700 | |||
Estimated amortization expense for 2024 | 18,600 | |||
Estimated amortization expense for 2025 | $ 18,600 | |||
Everstream | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill reclassified to held for sale | $ 17,800 | |||
Intangible assets reclassified to held for sale | $ 10,700 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Goodwill at December 31, 2018 | $ 690,672,000 | $ 692,385,000 | |
Goodwill purchase accounting adjustments | (1,269,000) | ||
Goodwill associated with 2019 acquisitions | (444,000) | ||
Good impairment (Note 3) | (71,000,000) | ||
Goodwill reclassified to held for sale | (17,794,000) | ||
Goodwill at December 31, 2019 | 601,878,000 | 690,672,000 | $ 692,385,000 |
Fiber Infrastructure | |||
Goodwill [Line Items] | |||
Goodwill at December 31, 2018 | 690,672,000 | 692,385,000 | |
Goodwill purchase accounting adjustments | (1,269,000) | ||
Goodwill associated with 2019 acquisitions | (444,000) | ||
Good impairment (Note 3) | (71,000,000) | 0 | 0 |
Goodwill reclassified to held for sale | (17,794,000) | ||
Goodwill at December 31, 2019 | $ 601,878,000 | $ 690,672,000 | $ 692,385,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Carrying Value of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Total intangible assets, Original Cost | $ 474,870 | $ 628,004 | |
Less: accumulated amortization | (84,145) | (96,025) | |
Total intangible assets, net | 390,725 | 531,979 | |
Finite life intangible liabilities, Original Cost | 190,086 | ||
Less: accumulated amortization | (2,200) | ||
Total intangible liabilities, net | 187,886 | ||
Trade Names | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Indefinite life intangible assets, Original Cost | 2,000 | ||
Customer Lists | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 416,104 | 450,603 | |
Less: accumulated amortization | (82,989) | (93,794) | |
Contracts | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | 48,269 | ||
Less: accumulated amortization | (1,068) | ||
In-place Lease | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 50,705 | |
Less: accumulated amortization | [1] | (845) | |
Acquired Below-market Leases | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible liabilities, Original Cost | 190,086 | ||
Less: accumulated amortization | (2,200) | ||
Underlying Rights | |||
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items] | |||
Finite life intangible assets, Original Cost | [1] | 10,497 | 124,696 |
Less: accumulated amortization | [1] | $ (87) | $ (1,386) |
[1] | The Propco's intangible assets were sold on July 1, 2020. See Note 6 . |
Notes and Other Debt - Schedule
Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 10, 2020 | Dec. 31, 2019 | Jun. 24, 2019 |
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | $ 4,965,000 | $ 5,224,747 | ||
Less unamortized discount, premium and debt issuance costs | (148,476) | (207,068) | ||
Notes and other debt less unamortized discount and debt issuance costs | 4,816,524 | 5,017,679 | ||
Senior Secured Term Loan B Facility | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 2,044,728 | |||
Less unamortized discount, premium and debt issuance costs | (74,523) | |||
Senior Secured Notes - 7.875% Due February 15, 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 2,250,000 | |||
Less unamortized discount, premium and debt issuance costs | (39,852) | |||
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 | (22,024) | (28,808) | ||
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 | (4,053) | (5,633) | ||
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 | (5,316) | (6,304) | ||
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 345,000 | 345,000 | ||
Less unamortized discount, premium and debt issuance costs | (69,608) | (85,272) | ||
Senior Secured Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes and other debt | 110,000 | $ 560,500 | 575,019 | $ 575,900 |
Less unamortized discount, premium and debt issuance costs | $ (7,623) | $ (6,528) |
Notes and Other Debt - Schedu_2
Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details) | Jun. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Issuance senior notes, stated percentage | 7.875% | ||
Senior Secured Term Loan B Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | |
Debt instrument, imputed interest rate | 5.66% | 5.66% | |
Senior Secured Notes - 6.00% Due April 15, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | |
Debt instrument, imputed interest rate | 6.49% | 6.49% | |
Issuance senior notes, stated percentage | 6.00% | 6.00% | |
Senior Secured Notes - 7.875% Due February 15, 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | |
Debt instrument, imputed interest rate | 8.38% | 8.38% | |
Issuance senior notes, stated percentage | 7.875% | 7.875% | |
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 | |
Debt instrument, imputed interest rate | 7.38% | 7.38% | |
Issuance senior notes, stated percentage | 7.125% | 7.125% | |
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | |
Debt instrument, imputed interest rate | 11.10% | 11.10% | |
Issuance senior notes, stated percentage | 4.00% | 4.00% | |
Senior Secured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2022 |
Notes and Other Debt - Addition
Notes and Other Debt - Additional Information (Details) - USD ($) | Feb. 02, 2021 | Dec. 10, 2020 | Feb. 10, 2020 | Jun. 28, 2019 | Jun. 24, 2019 | Mar. 18, 2019 | May 08, 2017 | Dec. 15, 2016 | Jun. 09, 2016 | Apr. 25, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 4,965,000,000 | $ 5,224,747,000 | ||||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||||
Debt instrument, maturity year | 2025 | |||||||||||||
Repayments of debt | 21,080,000 | $ 21,080,000 | ||||||||||||
Repayments of lines of credit | $ 635,019,000 | 203,981,000 | 140,000,000 | |||||||||||
Percentage of pay cash dividends in excess of taxable income | 90.00% | 90.00% | ||||||||||||
Amortization of deferred financing costs | $ 15,300,000 | 16,200,000 | $ 14,700,000 | |||||||||||
Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Consolidated secured leverage ratio | 500.00% | |||||||||||||
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 | $ 75,000,000 | |||||||||||||
Senior Secured Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 560,500,000 | $ 575,900,000 | $ 110,000,000 | $ 575,019,000 | ||||||||||
Debt instrument, maturity date | Apr. 24, 2022 | Apr. 24, 2022 | Apr. 24, 2022 | |||||||||||
Repayments of debt | $ 174,000,000 | |||||||||||||
Repayments of lines of credit | $ 156,700,000 | |||||||||||||
Revolving loans terminated related commitments | 157,600,000 | |||||||||||||
Debt instrument, payable pursuant to fifth amendment | $ 101,600,000 | |||||||||||||
Debt instrument, non extended maturity amount | $ 72,400,000 | |||||||||||||
Commitment fee percentage of average amount of unused commitments | 0.50% | |||||||||||||
Commitment fee step-down percentage of average amount of unused commitments | 0.40% | |||||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 550,000,000 | $ 550,000,000 | ||||||||||||
Issuance senior notes, stated percentage | 6.00% | 6.00% | ||||||||||||
Debt instrument, maturity date | Apr. 15, 2023 | Apr. 15, 2023 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 6.49% | 6.49% | ||||||||||||
Senior Secured Notes - 6.00% Due April 15, 2023 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 150,000,000 | $ 550,000,000 | $ 400,000,000 | |||||||||||
Notes issued price percentage at par | 99.25% | 100.00% | ||||||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 1,110,000,000 | $ 1,110,000,000 | ||||||||||||
Issuance senior notes, stated percentage | 8.25% | 8.25% | ||||||||||||
Debt instrument, maturity date | Oct. 15, 2023 | Oct. 15, 2023 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 9.06% | 9.06% | ||||||||||||
Senior Unsecured Notes - 8.25% Due October 15, 2023 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 1,110,000,000 | |||||||||||||
Notes issued price percentage at par | 97.055% | |||||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 600,000,000 | $ 600,000,000 | ||||||||||||
Issuance senior notes, stated percentage | 7.125% | 7.125% | ||||||||||||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 7.38% | 7.38% | ||||||||||||
Senior Unsecured Notes - 7.125% Due December 15, 2024 | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 600,000,000 | |||||||||||||
Issuance of senior notes, principal amount | $ 200,000,000 | $ 400,000,000 | ||||||||||||
Notes issued price percentage at par | 100.50% | 100.00% | ||||||||||||
Exchangeable Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 345,000,000 | $ 345,000,000 | ||||||||||||
Issuance senior notes, stated percentage | 4.00% | 4.00% | ||||||||||||
Debt instrument, maturity date | Jun. 15, 2024 | Jun. 15, 2024 | ||||||||||||
Issuance of senior notes, principal amount | $ 345,000,000 | |||||||||||||
Debt instrument, frequency of periodic payment | semiannually in arrears on June 15 and December 15 of each year | |||||||||||||
Debt Instrument,date of first required payment | Dec. 15, 2019 | |||||||||||||
Debt instrument, indenture exchange rate shares per thousand dollars principal amount | 80.4602 | |||||||||||||
Debt instrument, indenture exchange price per share | $ 12.43 | |||||||||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||||||||
Debt Instrument, redemption period, start date | Jun. 20, 2022 | |||||||||||||
Debt instrument, redemption threshold percentage of stock price | 130.00% | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 11.10% | |||||||||||||
Debt issuance costs commissions payable | $ 10,400,000 | |||||||||||||
Debt issuance costs payable to third party | 1,400,000 | |||||||||||||
Debt issuance cost attributable to equity component | 2,900,000 | |||||||||||||
Equity component value of convertible note issuance, net | $ 80,800,000 | |||||||||||||
Senior Unsecured Notes - 7.875%, 2025 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 2,250,000,000 | |||||||||||||
Issuance senior notes, stated percentage | 7.875% | |||||||||||||
Debt instrument, maturity year | 2025 | |||||||||||||
Senior Secured Term Loan B Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 2,044,728,000 | |||||||||||||
Debt instrument, maturity date | Oct. 24, 2022 | Oct. 24, 2022 | ||||||||||||
Repayments of debt | $ 2,050,000,000 | |||||||||||||
Debt discount amortized to interest expense effective interest rate | 5.66% | 5.66% | ||||||||||||
Senior Secured Term Loan B Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | 2,050,000,000 | |||||||||||||
Non-Extended Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 60,500,000 | |||||||||||||
Debt instrument, maturity date | Apr. 24, 2022 | |||||||||||||
Non-Extended Revolving Credit Facility | Maximum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 4.25% | |||||||||||||
Non-Extended Revolving Credit Facility | Maximum | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 5.25% | |||||||||||||
Non-Extended Revolving Credit Facility | Minimum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||||||||
Non-Extended Revolving Credit Facility | Minimum | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 4.75% | |||||||||||||
Non-Extended Revolving Credit Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 60,500,000 | |||||||||||||
Debt instrument, maturity date | Apr. 24, 2022 | |||||||||||||
Extended Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 500,000,000 | |||||||||||||
Debt instrument, maturity date | Dec. 10, 2024 | |||||||||||||
Extended Revolving Credit Facility | Maximum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||||||||
Extended Revolving Credit Facility | Maximum | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||||||||
Extended Revolving Credit Facility | Minimum | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||||||||||
Extended Revolving Credit Facility | Minimum | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||||||||
Extended Revolving Credit Facility | CSL Capital, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 500,000,000 | |||||||||||||
Debt instrument, maturity date | Dec. 10, 2024 | |||||||||||||
Senior Secured Notes - 7.875% Due February 15, 2025 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument amount | $ 2,250,000,000 | |||||||||||||
Issuance senior notes, stated percentage | 7.875% | 7.875% | ||||||||||||
Debt instrument, maturity date | Feb. 15, 2025 | Feb. 15, 2025 | ||||||||||||
Debt discount amortized to interest expense effective interest rate | 8.38% | 8.38% | ||||||||||||
Senior Secured Notes - 7.875% Due February 15, 2025 | Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of senior notes, principal amount | $ 2,250,000,000 | |||||||||||||
Notes issued price percentage at par | 100.00% | |||||||||||||
6.50% Senior Notes due 2029 | Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance senior notes, stated percentage | 6.50% | |||||||||||||
Debt instrument, maturity year | 2029 | |||||||||||||
Issuance of senior notes, principal amount | $ 1,110,000,000 | |||||||||||||
Issuance of senior notes, principal amount | $ 58,800,000 |
Notes and Other Debt - Schedu_3
Notes and Other Debt - Schedule of Aggregate Annual Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long Term Debt By Maturity [Abstract] | ||
2022 | $ 110,000 | |
2023 | 1,660,000 | |
2024 | 945,000 | |
2025 | 2,250,000 | |
Total | $ 4,965,000 | $ 5,224,747 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Mar. 04, 2020 | May 17, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 268,738,042 | ||||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future issuance | 1,819,925 | ||||
Dividend yield | 3.90% | 2.10% | 11.30% | ||
Number of shares authorized | 2,000,000 | ||||
Plan period description | Under the ESPP, there are two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December 31. | ||||
Maximum employee subscription rate based on annual earnings, percentage | 15.00% | ||||
Maximum amount withheld by employee to purchase common stock | $ 25,000 | ||||
Purchase price of common stock, percentage | 85.00% | ||||
Number of shares sold to employees | 96,788 | 83,287 | 0 | ||
Restricted Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 996,037 | 833,448 | 396,705 | ||
Fair value of shares granted | $ 10,400,000 | ||||
Awards vesting period | 3 years | ||||
Shares available for future issuance | 3,137,412 | ||||
Weighted-average fair value | $ 10.39 | $ 11.62 | $ 14.02 | ||
Total fair value of shares vesting | $ 8,600,000 | $ 6,400,000 | $ 6,900,000 | ||
Unrecognized compensation expense | $ 11,700,000 | ||||
Weighted average vesting period | 1 year | ||||
Number of shares forfeited | 32,257 | ||||
Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 322,209 | 322,209 | 255,517 | 169,549 | |
Weighted-average fair value | $ 15.45 | $ 18.99 | $ 19.30 | ||
Unrecognized compensation expense | $ 5,500,000 | ||||
Weighted average vesting period | 1 year 4 months 24 days | ||||
Performance period | 3 years | ||||
Percentage of target amount | 100.00% | ||||
Aggregate value | $ 5,000,000 | ||||
Number of shares forfeited | 132,700 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Performance Awards | Termination of Service | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares forfeited | 0 | ||||
Performance Awards | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 0.00% | ||||
Performance Awards | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of target shares | 200.00% | ||||
Restricted Stock Awards, Performance-Based Awards and ESPP | General And Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense recognized during the period | $ 13,700,000 | $ 10,800,000 | $ 8,100,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Details) - Restricted Awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unvested balance | 1,122,085 | |||
Granted | 996,037 | 833,448 | 396,705 | |
Forfeited | (32,257) | |||
Vested | (524,450) | |||
Unvested balance | 1,561,415 | 1,122,085 | ||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 16.09 | |||
Granted, Weighted Average Fair Value at Grant Date | 10.39 | $ 11.62 | $ 14.02 | |
Forfeited, Weighted Average Fair Value at Grant Date | 11.18 | |||
Vested, Weighted Average Fair Value at Grant Date | 16.43 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 12.33 | $ 16.09 | ||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 18,315 | ||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31 , 20 20 . The market value as of December 31 , 20 20 was $ 11.73 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31 , 20 20 , the final trading day of 20 20 . |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Restricted Stock Awards (Parenthetical) (Details) | Dec. 31, 2020$ / shares |
Restricted Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 11.73 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Details) - Performance Awards - USD ($) $ / shares in Units, $ in Thousands | Mar. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested balance | 517,061 | ||||
Granted | 322,209 | 322,209 | 255,517 | 169,549 | |
Forfeited | (132,700) | ||||
Unvested balance | 706,570 | 517,061 | |||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 21.72 | ||||
Granted, Weighted Average Fair Value at Grant Date | 15.45 | $ 18.99 | $ 19.30 | ||
Forfeited, Weighted Average Fair Value at Grant Date | 28.20 | ||||
Unvested balance, Weighted Average Fair Value at Grant Date | $ 17.64 | $ 21.72 | |||
Unvested balance, Aggregate Intrinsic Value | [1] | $ 8,288 | |||
[1] | The aggregate intrinsic value is calculated as the market value of our common stock as of December 31 , 20 20 . The market value as of December 31 , 20 20 was $ 11.73 per share, which was the closing price of our common stock reported for transactions effected on the NASDAQ Global Select Market on December 31 , 20 20 , the final trading day of 20 20 . |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Performance-based Restricted Stock Units Awards (Parenthetical) (Details) | Dec. 31, 2020$ / shares |
Performance Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value | $ 11.73 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Assumptions used to Value PSUs Granted (Details) - Performance Awards | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 3 years | 3 years | 3 years |
Expected volatility | 63.00% | 57.50% | 48.50% |
Expected annual dividend | 0.00% | 0.00% | 0.00% |
Risk free rate | 0.70% | 2.30% | 2.30% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions used to Value Purchase Rights Granted Under ESPP (Details) - Employee Stock Purchase Plan | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 6 months | 6 months |
Expected volatility | 72.00% | 24.00% | 37.00% |
Expected annual dividend | 3.90% | 2.10% | 11.30% |
Risk free rate | 0.20% | 2.10% | 2.10% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | May 02, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2016 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Percentage of settlement of obligation in cash upon achievement of defined milestones | 100.00% | ||||
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 | ||||
Tower Cloud, Inc. | Minimum | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Percentage of aggregate amount of contingent consideration payments | 50.00% | ||||
Performance Awards | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from the computation of diluted earnings per share | 707,000 | 517,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net (loss) income attributable to shareholders | $ (706,301) | $ 10,582 | $ 16,187 |
Less: Income allocated to participating securities | (1,078) | (549) | (2,594) |
Dividends declared on convertible preferred stock | (9) | (656) | (2,624) |
Amortization of discount on convertible preferred stock | (993) | (2,980) | |
Net (loss) income attributable to common shareholders | $ (707,388) | $ 8,384 | $ 7,989 |
Denominator: | |||
Basic weighted-average common shares outstanding | 203,600 | 187,358 | 176,169 |
Basic (loss) earnings per common share | $ (3.47) | $ 0.04 | $ 0.05 |
Numerator: | |||
Net (loss) income attributable to shareholders | $ (706,301) | $ 10,582 | $ 16,187 |
Less: Income allocated to participating securities | (1,078) | (549) | (1,665) |
Dividends declared on convertible preferred stock | (9) | (656) | (2,624) |
Amortization of discount on convertible preferred stock | (993) | (2,980) | |
Mark-to-market gain on share settled contingent consideration arrangements | (1,433) | ||
Net (loss) income attributable to common shares | $ (707,388) | $ 8,384 | $ 7,485 |
Denominator: | |||
Basic weighted-average common shares outstanding | 203,600 | 187,358 | 176,169 |
Contingent consideration | 645 | ||
Effect of dilutive non-participating securities | 257 | ||
Weighted-average shares for dilutive earnings per common share | 203,600 | 187,358 | 177,071 |
Dilutive (loss) earnings per common share | $ (3.47) | $ 0.04 | $ 0.04 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | Jan. 01, 2021Segment | Jun. 01, 2020USD ($) | Dec. 31, 2020Segment | Sep. 30, 2019USD ($) | May 23, 2019USD ($) |
Segment Reporting Information [Line Items] | |||||
Number of operating business segments | Segment | 4 | ||||
Sale of portfolio, cash consideration | $ | $ 2.9 | $ 30.7 | |||
United States | Tower | Melody Investment Advisors | |||||
Segment Reporting Information [Line Items] | |||||
Sale of portfolio, cash consideration | $ | $ 225.8 | ||||
Investment interest retained, percentage | 10.00% | ||||
Subsequent Event | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating business segments | Segment | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 1,067,041,000 | $ 1,057,611,000 | $ 1,017,634,000 | ||
Adjusted EBITDA | 818,835,000 | 812,739,000 | 802,883,000 | ||
Interest expense, net | 497,128,000 | 390,112,000 | 319,591,000 | ||
Depreciation and amortization | 329,403,000 | 405,754,000 | 451,750,000 | ||
Other (income) expense | 11,703,000 | (24,219,000) | (4,504,000) | ||
Settlement expense | $ 650,000,000 | 650,000,000 | |||
Goodwill impairment | 71,000,000 | ||||
Transaction related and other costs | 63,875,000 | 43,708,000 | 17,410,000 | ||
Gain on sale of real estate | (86,267,000) | (28,995,000) | |||
Stock-based compensation | 13,721,000 | 10,808,000 | 8,064,000 | ||
Income tax (benefit) expense | (15,203,000) | 4,663,000 | (5,421,000) | ||
Adjustments or equity in earnings from unconsolidated entities | 2,287,000 | ||||
Other | (552,000) | ||||
Net (loss) income | (718,812,000) | 10,908,000 | 16,545,000 | ||
Capital expenditures | [1] | 390,491,000 | 671,298,000 | 426,875,000 | |
Leasing | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 745,915,000 | 716,640,000 | 699,847,000 | ||
Adjusted EBITDA | 737,337,000 | 711,119,000 | 697,545,000 | ||
Depreciation and amortization | 201,321,000 | 282,107,000 | 337,126,000 | ||
Capital expenditures | [1] | 169,306,000 | 338,543,000 | 152,140,000 | |
Fiber Infrastructure | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 314,363,000 | 315,605,000 | 289,239,000 | ||
Adjusted EBITDA | 112,289,000 | 126,754,000 | 123,389,000 | ||
Depreciation and amortization | 126,211,000 | 114,566,000 | 105,651,000 | ||
Goodwill impairment | 71,000,000 | 0 | 0 | ||
Capital expenditures | [1] | 197,023,000 | 233,506,000 | 199,689,000 | |
Towers | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,112,000 | 14,693,000 | 14,617,000 | ||
Adjusted EBITDA | 77,000 | (595,000) | 355,000 | ||
Depreciation and amortization | 783,000 | 6,474,000 | 6,704,000 | ||
Capital expenditures | [1] | 24,162,000 | 99,234,000 | 74,932,000 | |
Consumer CLEC | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 651,000 | 10,673,000 | 13,931,000 | ||
Adjusted EBITDA | (545,000) | 1,955,000 | 3,353,000 | ||
Depreciation and amortization | 791,000 | 1,879,000 | 1,994,000 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | (30,323,000) | (26,494,000) | (21,759,000) | ||
Depreciation and amortization | $ 297,000 | 728,000 | 275,000 | ||
Capital expenditures | [1] | $ 15,000 | $ 114,000 | ||
[1] | Segment capital expenditures represents capital expenditures, the Windstream Asset Purchase Agreement, Bluebird and NMS asset acquisitions (see Note 6) and ground lease investments as reported in the investing activities section of the Consolidated Statement of Cash Flows. |
Segment Information - Summary o
Segment Information - Summary of Total Assets by Business Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 4,731,818 | $ 5,017,000 |
Leasing | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,295,289 | 2,341,734 |
Fiber Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,354,569 | 2,362,267 |
Towers | ||
Segment Reporting Information [Line Items] | ||
Total assets | 235,888 | |
Consumer CLEC | ||
Segment Reporting Information [Line Items] | ||
Total assets | 8,707 | 10,687 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 73,253 | $ 66,424 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, FiberStrandMile in Millions | Sep. 18, 2020USD ($)FiberStrandMileFiberRoute | Sep. 09, 2020$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)Installment$ / shares | Dec. 31, 2019USD ($)$ / shares |
Commitments And Contingencies [Line Items] | |||||
Settlement of litigation | $ 650,000,000 | $ 650,000,000 | |||
Initial fair value | $ 5,666,340,000 | $ 4,929,256,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Obligations under tax matters agreement | $ 0 | ||||
Windstream Creditors | |||||
Commitments And Contingencies [Line Items] | |||||
Common stock agreed to sell | shares | 38,633,470 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Closing price of common stock | $ / shares | $ 6.33 | ||||
Windstream | |||||
Commitments And Contingencies [Line Items] | |||||
Quarterly cash payments to be made after emergence | 24,500,000 | ||||
Cash payment in equal installments emergence from bankruptcy | $ 490,100,000 | ||||
Number of installments | Installment | 20 | ||||
Percentage of committed purchase of assets | 9.00% | ||||
Initial fair value | $ 438,600,000 | ||||
Effective rate of payments recognized as interest expense | 4.70% | ||||
Payments to acquire assets | $ 284,600,000 | ||||
Dark fiber indefeasible rights of use contracts and access rights | FiberStrandMile | 1.8 | ||||
Fiber strand miles of fiber assets conveyed | FiberStrandMile | 0.4 | ||||
Fiber route miles of fiber assets conveyed | FiberRoute | 4,000 | ||||
Right of use asset and underlying rights of fiber strand miles | FiberStrandMile | 0.4 | ||||
IRU annual EBITDA from fiber strand miles conveyed | $ 28,900,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | $ (1,566,868) | ||
Changes in foreign currency translation | $ (63) | $ (1,440) | |
Net other comprehensive income (loss) | 3,119 | (54,675) | 22,811 |
Balance at end of period | (2,141,658) | (1,566,868) | |
Accumulated other comprehensive income (loss) at end of period | (20,367) | (23,442) | 30,105 |
Cash Flow Hedge Changes in Fair Value Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | (23,442) | 30,042 | 6,351 |
Other comprehensive income (loss) before reclassifications | (7,713) | (51,288) | 21,626 |
Amounts reclassified from accumulated other comprehensive income | 677 | (3,324) | 2,624 |
Net other comprehensive income (loss) | (30,478) | (24,570) | 30,601 |
Less: Other comprehensive income (loss) attributable to noncontrolling interest | (125) | (1,128) | 559 |
Balance at end of period | (30,353) | (23,442) | 30,042 |
Interest Rate Swap Termination | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 10,155 | 0 | 0 |
Balance at end of period | 10,155 | 0 | 0 |
Less: Other comprehensive income (loss) attributable to noncontrolling interest | 169 | 0 | 0 |
Balance at end of period | 9,986 | 0 | 0 |
Foreign Currency Translation Gain (Loss) | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance at beginning of period | 0 | 63 | 1,470 |
Changes in foreign currency translation | 0 | 0 | (1,440) |
Amounts reclassified from accumulated other comprehensive income | 0 | (63) | 0 |
Net other comprehensive income (loss) | 0 | 0 | 30 |
Less: Other comprehensive income (loss) attributable to noncontrolling interest | 0 | 0 | (33) |
Balance at end of period | $ 0 | $ 0 | $ 63 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 15, 2019 | Dec. 31, 2017 | Aug. 31, 2016 | |
Income Taxes [Line Items] | ||||
Annual distribution requirement to shareholders | 90.00% | 90.00% | ||
Issuance senior notes, stated percentage | 7.875% | |||
Debt instrument, maturity year | 2025 | |||
Deferred tax asset, valuation allowance | $ 0 | |||
Net operating loss | $ 165,200,000 | |||
Percentage of net operating loss carryforwards limitation. | 80.00% | |||
Net operating loss limitations on use | approximately $321.0 million which will not expire but the utilization of which will be limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act | |||
Income tax examination, year open to examination | 2017 | |||
Interest and penalties net of tax recognized | $ 100,000 | |||
Accrued interest and penalties on unrecognized tax benefits | $ 1,300,000 | |||
Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2026 | |||
Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2037 | |||
Tax Without Expire Period | ||||
Income Taxes [Line Items] | ||||
Net operating loss | $ 321,000,000 | |||
Tower Cloud, Inc. | ||||
Income Taxes [Line Items] | ||||
Business acquisition date | Aug. 31, 2016 | |||
Percentage of equity acquired | 100.00% | |||
Net operating loss | $ 18,300,000 | $ 81,200,000 | ||
Tower Cloud, Inc. | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2026 | |||
Tower Cloud, Inc. | Maximum | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forwards expiration year | 2036 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||
Federal | $ (901) | $ 10,401 | $ 674 |
State | (498) | 2,742 | 1,290 |
Foreign | 87 | 2,948 | |
Total current expense | (1,312) | 16,091 | 1,964 |
Deferred | |||
Federal | (7,665) | (9,378) | (5,451) |
State | (6,226) | (2,050) | (1,770) |
Foreign | (164) | ||
Total deferred expense | (13,891) | (11,428) | (7,385) |
Total income tax (benefit) expense | $ (15,203) | $ 4,663 | $ (5,421) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation Between U.S. Statutory Tax Rate and Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations, before tax | $ (734,015) | $ 15,571 | $ 11,124 |
Income tax at U.S. statutory federal rate | (154,143) | 3,270 | 2,336 |
Increases (decreases) resulting from: | |||
State taxes, net of federal benefit | (3,452) | 407 | (655) |
Benefit of REIT status | 129,742 | (2,188) | (5,687) |
Goodwill impairment | 14,910 | ||
Return to accrual | (2,795) | 104 | (26) |
Permanent differences | 448 | 122 | 41 |
Foreign taxes | 87 | 2,948 | (111) |
Rate differential | (1,319) | ||
Total income tax (benefit) expense | $ (15,203) | $ 4,663 | $ (5,421) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Deferred revenue | $ 34,207,000 | $ 25,507,000 |
Accrued bonuses | 3,000 | 4,000 |
Stock-based compensation | 801,000 | 1,123,000 |
Accrued expenses and other | 270,000 | 75,000 |
Asset retirement obligation | 1,429,000 | 1,068,000 |
Inventory reserve | 241,000 | 322,000 |
Excess business interest expense | 17,000 | 2,111,000 |
Lease asset liability | 16,842,000 | 19,264,000 |
Settlement obligation | 883,000 | |
Other | 3,032,000 | 1,387,000 |
Net operating loss carryforwards | 126,464,000 | 116,736,000 |
Deferred tax assets | 184,189,000 | 167,597,000 |
Valuation allowance | 0 | |
Deferred tax assets, net of valuation allowance | 184,189,000 | 167,597,000 |
Deferred tax liabilities: | ||
Property, plant and equipment | (103,441,000) | (106,716,000) |
Customer list intangible | (42,898,000) | (46,164,000) |
Other intangible amortization | (24,852,000) | (15,486,000) |
Right of use asset | (18,443,000) | (18,012,000) |
Deferred or prepaid costs | (3,041,000) | (2,121,000) |
Debt discount and interest expense | (2,034,000) | (2,890,000) |
Other | (20,000) | (639,000) |
Deferred tax liabilities | (194,729,000) | (192,028,000) |
Deferred tax liability, net | $ (10,540,000) | $ (24,431,000) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Uncertainties [Abstract] | |
Balance at January 1 | $ 3,036 |
Additions for tax positions for the current year | 1,734 |
Reductions for tax positions of prior years | (3,036) |
Balance at December 31 | $ 1,734 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule Cash Paid For Interest Expenses And Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest (net of capitalized interest) | $ 314,276 | $ 344,464 | $ 281,364 |
Income Taxes | $ 1,155 | $ 16,073 | $ 1,688 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 18, 2020 | Jul. 02, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Sep. 09, 2020 | Jun. 22, 2020 | Sep. 02, 2016 |
Schedule Of Capitalization Equity [Line Items] | |||||||
Common stock, shares issued | 192,142,000 | 231,262,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Aggregate offering price of common stock | $ 19 | $ 23 | |||||
Stock issued during period, value, conversion of convertible securities | $ 87,500 | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Common stock, shares outstanding | 192,142,000 | 231,261,958 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Shares available for future issuance | 268,738,042 | ||||||
Common Stock | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Stock issued during period conversion of convertible securities | 8,677,163 | ||||||
Stock issued during period, value, conversion of convertible securities | $ 87,500 | ||||||
PEG Bandwidth, LLC | 3% Series A Convertible Preferred Stock | Common Stock | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Number of shares converted | 87,500 | ||||||
At The Market Offering Program | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Available of common stock value for issuance | $ 117,100 | ||||||
At The Market Offering Program | Maximum | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Aggregate offering price of common stock | $ 250,000 | ||||||
Windstream Creditors | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Closing price of common stock | $ 6.33 | ||||||
Windstream Creditors | Stock Purchase Agreements | |||||||
Schedule Of Capitalization Equity [Line Items] | |||||||
Common stock, shares issued | 38,633,470 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Closing price of common stock | $ 6.33 | ||||||
Common stock lock up period | 1 year |
Dividends (Distributions) - Add
Dividends (Distributions) - Additional Information (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Payments Of Dividends [Abstract] | |||||
Common stock distribution per share | $ 0.60 | [1] | $ 0.97 | [2] | $ 2.40 |
[1] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 15, 2020, your dividend payment of $0.1500 per share received in January 2021 was reported on Form 1099-DIV for the 2020 taxable year for federal income tax purposes. | ||||
[2] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Dividends (Distributions) - Sch
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | [2] | Dec. 31, 2018 | |||
Payments Of Dividends [Abstract] | ||||||
Ordinary dividends | $ 0.52 | [1] | $ 0.97 | $ 1.53 | ||
Capital gain distribution | [1] | 0.08 | ||||
Non-dividend distributions | 0.87 | |||||
Total | $ 0.60 | [1] | $ 0.97 | $ 2.40 | ||
[1] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 15, 2020, your dividend payment of $0.1500 per share received in January 2021 was reported on Form 1099-DIV for the 2020 taxable year for federal income tax purposes. | |||||
[2] | Pursuant to Internal Revenue Code Section 857(b)(9), if you were a stockholder of record as of December 31, 2019, your dividend payment of $0.2200 per share received in January 2020 was reported on Form 1099-DIV for the 2019 taxable year for federal income tax purposes. |
Dividends (Distributions) - S_2
Dividends (Distributions) - Schedule of Common Stock Distribution Per Share (Parenthetical) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Payments Of Dividends [Abstract] | ||
Dividends payable, date of record | Dec. 15, 2020 | Dec. 31, 2019 |
Dividend payment, per share | $ 0.1500 | $ 0.2200 |
Dividend payable date | 2021-01 | 2020-01 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, description | we match voluntary employee contributions at a rate of 100% for the first 3% of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation | ||
Expense recognized under defined contribution plan | $ 2.2 | $ 1.7 | $ 1.2 |
Defined Contribution Plan First 3% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 100.00% | ||
Percentage of employee's compensation contributed | 3.00% | ||
Defined Contribution Plan Next 2% of Employee's Compensation | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching compensation contributed | 50.00% | ||
Percentage of employee's compensation contributed | 2.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Feb. 16, 2021 | Feb. 02, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Issuance senior notes, stated percentage | 7.875% | ||
Debt instrument, maturity year | 2025 | ||
Subsequent Event | Operating Partnership, Uniti Group Finance 2019 Inc. and CSL Capital, LLC | 6.50% Senior Notes due 2029 | |||
Subsequent Event [Line Items] | |||
Issuance of senior notes, principal amount | $ 1,110,000,000 | ||
Issuance senior notes, stated percentage | 6.50% | ||
Debt instrument, maturity year | 2029 | ||
Issuance of senior notes, principal amount | $ 58,800,000 | ||
Debt Instrument, redemption, description | we issued a notice of redemption to redeem all remaining principal amount of the 2023 Notes on April 15, 2021 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | |||
Cash and cash equivalents | $ 77,534 | $ 142,813 | |
Other assets | 152,883 | 161,560 | |
Total Assets | 4,731,818 | 5,017,000 | |
Liabilities: | |||
Dividends payable | 36,725 | 43,282 | |
Total liabilities | 6,804,194 | 6,500,164 | |
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: 231,262 shares at December 31, 2020 and 192,142 at December 31, 2019 | 23 | 19 | |
Additional paid-in capital | 1,209,141 | 951,295 | |
Accumulated other comprehensive loss | (20,367) | (23,442) | $ 30,105 |
Distributions in excess of accumulated earnings | (3,330,455) | (2,494,740) | |
Total Uniti shareholders' deficit | (2,141,658) | (1,566,868) | |
Total Liabilities and Shareholders' Deficit | 4,731,818 | 5,017,000 | |
Uniti Group Inc. | |||
Assets: | |||
Cash and cash equivalents | 2,284 | 43,423 | |
Other assets | 37,894 | 291 | |
Total Assets | 40,178 | 43,714 | |
Liabilities: | |||
Accrued other liabilities | 1,145 | 564 | |
Dividends payable | 36,205 | 42,519 | |
Cash distributions and losses in excess of investments in consolidated subsidiaries | 2,144,486 | 1,567,499 | |
Total liabilities | 2,181,836 | 1,610,582 | |
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: 231,262 shares at December 31, 2020 and 192,142 at December 31, 2019 | 23 | 19 | |
Additional paid-in capital | 1,209,141 | 951,295 | |
Accumulated other comprehensive loss | (20,367) | (23,442) | |
Distributions in excess of accumulated earnings | (3,330,455) | (2,494,740) | |
Total Uniti shareholders' deficit | (2,141,658) | (1,566,868) | |
Total Liabilities and Shareholders' Deficit | $ 40,178 | $ 43,714 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 231,262,000 | 192,142,000 |
Common stock, shares outstanding | 231,261,958 | 192,142,000 |
Uniti Group Inc. | ||
Condensed Financial Statements Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 231,262,000 | 192,142,000 |
Common stock, shares outstanding | 231,262,000 | 192,142,000 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Costs and Expenses: | |||
Interest expense | $ 497,128 | $ 390,112 | $ 319,591 |
General and administrative expense | 104,975 | 102,900 | 85,198 |
Other expense | (11,703) | 31,463 | 4,504 |
Total costs and expenses | 1,801,154 | 1,042,040 | 1,006,510 |
(Loss) Earnings from consolidated subsidiaries | 98 | ||
(Loss) income before income taxes and equity in earnings (loss) from unconsolidated entities | (734,113) | 15,571 | 11,124 |
Income tax (benefit) expense | (15,203) | 4,663 | (5,421) |
Net (loss) income attributable to shareholders | (706,301) | 10,582 | 16,187 |
Comprehensive (loss) income attributable to shareholders | (703,226) | (42,639) | 38,472 |
Uniti Group Inc. | |||
Costs and Expenses: | |||
General and administrative expense | 42 | 36 | 22 |
Transaction related costs | 101 | 2,138 | |
Total costs and expenses | 143 | 2,174 | 22 |
Operating loss | (143) | (2,174) | (22) |
(Loss) Earnings from consolidated subsidiaries | (708,139) | 24,730 | 16,209 |
(Loss) income before income taxes and equity in earnings (loss) from unconsolidated entities | (708,282) | 22,556 | 16,187 |
Income tax (benefit) expense | (1,981) | 11,974 | |
Net (loss) income attributable to shareholders | (706,301) | 10,582 | 16,187 |
Comprehensive (loss) income attributable to shareholders | $ (703,226) | $ (42,639) | $ 38,472 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of The Registrant (Parent Company) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flow from operating activities | |||
Net cash provided by (used in) operating activities | $ 157,233 | $ 616,982 | $ 472,818 |
Cash flow from investing activities | |||
Proceeds from sale of real estate, net of cash | 391,885 | 130,429 | |
Net cash provided by (used in) investing activities | 1,394 | (544,781) | (480,543) |
Cash flow from financing activities | |||
Settlement Common Stock issuance (Note 17) | 244,550 | ||
Proceeds from issuance of Notes | 2,250,000 | 345,000 | |
Payments for financing costs | (50,875) | (49,497) | |
Common stock issuance, net of costs | 244,550 | ||
Net share settlement | (1,097) | (1,834) | (1,605) |
Proceeds from sale of warrants | 50,800 | 50,819 | |
Payment for bond hedge option | (70,035) | ||
Employee stock purchase plan | 676 | 883 | |
Net cash (used in) provided by financing activities | (223,906) | 32,629 | (13,841) |
Effect of exchange rates on cash and cash equivalents | (43) | (173) | |
Net (decrease) increase in cash and cash equivalents | (65,279) | 104,787 | (21,739) |
Cash and cash equivalents at beginning of period | 142,813 | 38,026 | 59,765 |
Cash and cash equivalents at end of period | 77,534 | 142,813 | 38,026 |
Non-cash investing and financing activities: | |||
Settlement of convertible preferred stock, Series A Shares | 87,500 | ||
Settlement of contingent consideration through non-cash consideration | 11,178 | ||
Uniti Group Inc. | |||
Cash flow from operating activities | |||
Net cash provided by (used in) operating activities | 94,533 | 199,572 | 425,771 |
Cash flow from investing activities | |||
Proceeds from sale of real estate, net of cash | 2,488 | ||
Net cash provided by (used in) investing activities | 2,488 | ||
Cash flow from financing activities | |||
Settlement Common Stock issuance (Note 17) | 244,550 | 21,641 | 109,441 |
Dividends paid | (135,676) | (138,731) | (426,094) |
Proceeds from issuance of Notes | 83,665 | ||
Payments for financing costs | (2,895) | ||
Common stock issuance, net of costs | 244,550 | 21,641 | 109,441 |
Net share settlement | (1,097) | (1,834) | (1,604) |
Proceeds from sale of warrants | 50,819 | ||
Payment for bond hedge option | (70,035) | ||
Intercompany transactions, net | (244,125) | (102,411) | (109,441) |
Employee stock purchase plan | 676 | 883 | |
Net cash (used in) provided by financing activities | (135,672) | (158,898) | (427,698) |
Net (decrease) increase in cash and cash equivalents | (41,139) | 43,162 | (1,927) |
Cash and cash equivalents at beginning of period | 43,423 | 261 | 2,188 |
Cash and cash equivalents at end of period | $ 2,284 | 43,423 | $ 261 |
Non-cash investing and financing activities: | |||
Settlement of convertible preferred stock, Series A Shares | 87,500 | ||
Settlement of contingent consideration through non-cash consideration | $ 11,178 |
Schedule I - Additional Informa
Schedule I - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Uniti Group Inc. | |||
Condensed Financial Statements Captions [Line Items] | |||
Cash dividends received from subsidiaries | $ 134.7 | $ 136.2 | $ 426.1 |
Uniti Group LP | |||
Condensed Financial Statements Captions [Line Items] | |||
Percentage of partnership interests owned | 98.50% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Account (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 2,743 | $ 2,288 | $ 1,011 |
Charged to Cost and Expenses | 1,783 | 1,140 | 1,333 |
Charged to Other Accounts | 472 | ||
Deductions | (2,058) | (685) | (56) |
Balance at End of Period | $ 2,940 | $ 2,743 | $ 2,288 |
Schedule III - Real Estate In_2
Schedule III - Real Estate Investments and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 7,387,915 | $ 7,394,951 | $ 7,000,099 |
Accumulated Depreciation | 5,205,395 | $ 5,022,929 | $ 4,739,126 |
Land | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 26,596 | ||
Building and Improvements | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 335,495 | ||
Accumulated Depreciation | $ 184,021 | ||
Building and Improvements | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 3 years | ||
Building and Improvements | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 40 years | ||
Poles | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 266,758 | ||
Accumulated Depreciation | $ 189,487 | ||
Depreciable Lives | 30 years | ||
Fiber | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 2,776,576 | ||
Accumulated Depreciation | $ 1,326,936 | ||
Depreciable Lives | 30 years | ||
Equipment | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 5 years | ||
Equipment | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 7 years | ||
Copper | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 3,850,988 | ||
Accumulated Depreciation | $ 3,432,894 | ||
Depreciable Lives | 20 years | ||
Conduit | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 89,773 | ||
Accumulated Depreciation | $ 65,319 | ||
Depreciable Lives | 30 years | ||
Towers | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 1,397 | ||
Accumulated Depreciation | $ 813 | ||
Depreciable Lives | 20 years | ||
Finance Lease Assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 25,511 | ||
Accumulated Depreciation | 2,771 | ||
Other assets | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | 10,425 | ||
Accumulated Depreciation | $ 3,154 | ||
Other assets | Minimum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 15 years | ||
Other assets | Maximum | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Depreciable Lives | 20 years | ||
Construction in progress | |||
Real Estate And Accumulated Depreciation [Line Items] | |||
Gross Amount Carried at Close of Period | $ 4,397 |
Schedule III - Real Estate In_3
Schedule III - Real Estate Investments and Accumulated Depreciation (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Tenant capital improvements | $ 102,396 | $ 164,742 | $ 153,615 |
Growth capital improvements | 84,700 | ||
Aggregate cost of real estate federal income tax | $ 6,900,000 |
Schedule III - Carrying Cost an
Schedule III - Carrying Cost and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Carrying cost: | |||
Gross amount at beginning | $ 7,394,951 | $ 7,000,099 | |
Tenant capital improvements | 102,396 | 164,742 | $ 153,615 |
Growth capital improvements | 84,700 | ||
Acquisitions | 220,674 | 293,562 | |
Other | 170 | 26,736 | |
Total additions | 407,940 | 485,040 | |
Cost of real estate sold or disposed | 414,976 | 90,188 | |
Total deductions | 414,976 | 90,188 | |
Balance at end | 7,387,915 | 7,394,951 | 7,000,099 |
Accumulated depreciation: | |||
Gross amount of accumulated depreciation at beginning | 5,022,929 | 4,739,126 | |
Depreciation | 202,877 | 291,398 | |
Other | 1,767 | ||
Total additions | 202,877 | 293,165 | |
Amount of accumulated depreciation for assets sold or disposed | 20,411 | 9,362 | |
Total deductions | 20,411 | 9,362 | |
Balance at end | $ 5,205,395 | $ 5,022,929 | $ 4,739,126 |