0001564590-19-041870 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2019	Nov. 01, 2019
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Trading Symbol	UNIT
Entity Registrant Name	Uniti Group Inc.
Entity Central Index Key	0001620280
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		193,275,587
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
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 Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets:
Property, plant and equipment, net	$ 3,371,151	$ 3,209,006
Cash and cash equivalents	197,317	38,026
Accounts receivable, net	86,939	104,063
Goodwill	690,672	692,385
Intangible assets, net	536,654	432,821
Straight-line revenue receivable	612	61,785
Derivative asset		31,043
Other assets, net	147,880	23,808
Total Assets	5,031,225	4,592,937
Liabilities:
Accounts payable, accrued expenses and other liabilities, net	208,477	94,179
Accrued interest payable	73,638	28,097
Deferred revenue	1,040,288	726,262
Derivative liability	27,761
Dividends payable	9,830	113,744
Deferred income taxes	31,118	52,434
Finance lease obligations	55,225	55,282
Contingent consideration	11,440	83,401
Notes and other debt, net	5,010,287	4,846,233
Total liabilities	6,468,064	5,999,632
Commitments and contingencies (Note 13)
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: 192,138 shares at September 30, 2019 and 180,536 at December 31, 2018	19	18
Additional paid-in capital	948,382	757,517
Accumulated other comprehensive (loss) income	(27,452)	30,105
Distributions in excess of accumulated earnings	(2,442,378)	(2,373,218)
Total Uniti shareholders' deficit	(1,521,429)	(1,585,578)
Noncontrolling interests - operating partnership units	84,590	92,375
Total shareholders' deficit	(1,436,839)	(1,493,203)
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit	$ 5,031,225	4,592,937
Series A Convertible Preferred Stock
Liabilities:
Convertible preferred stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding: no shares at September 30, 2019 and 88 shares at December 31, 2018, $87,500 liquidation value		$ 86,508

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	192,138,000	180,536,000
Common stock, shares outstanding	192,138,000	180,536,000
Series A Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	88,000	88,000
Convertible preferred stock, shares issued	0	88,000
Convertible preferred stock, shares outstanding	0	88,000
Convertible preferred stock, liquidation value	$ 87,500	$ 87,500

Condensed Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues:
Total revenues	$ 263,629	$ 252,636	$ 789,074	$ 746,880
Costs and Expenses:
Interest expense	104,655	80,406	286,842	237,398
Depreciation and amortization	101,166	112,748	307,571	342,311
General and administrative expense	25,267	20,666	75,921	63,867
Operating expense (exclusive of depreciation and amortization)	39,948	34,773	118,529	96,199
Transaction related and other costs	15,179	2,323	28,883	12,025
Gain on sale of real estate	(205)		(28,995)
Other (income) expense	(859)	(1,038)	(32,091)	(1,574)
Total costs and expenses	285,151	249,878	756,660	750,226
(Loss) income before income taxes	(21,522)	2,758	32,414	(3,346)
Income tax (benefit) expense	(1,745)	(1,466)	10,152	(5,208)
Net (loss) income	(19,777)	4,224	22,262	1,862
Net (loss) income attributable to noncontrolling interests	(357)	93	523	24
Net (loss) income attributable to shareholders	(19,420)	4,131	21,739	1,838
Participating securities' share in earnings	(50)	(655)	(301)	(1,992)
Dividends declared on convertible preferred stock		(656)	(656)	(1,968)
Amortization of discount on convertible preferred stock		(745)	(993)	(2,235)
Net (loss) income attributable to common shareholders	$ (19,470)	$ 2,075	$ 19,789	$ (4,357)
Earnings (loss) per common share:
Basic	$ (0.10)	$ 0.01	$ 0.11	$ (0.02)
Diluted	$ (0.10)	$ 0.01	$ 0.11	$ (0.02)
Weighted-average number of common shares outstanding:
Basic	191,940	175,396	185,746	175,101
Diluted	191,940	175,653	185,746	175,101
Leasing
Revenues:
Total revenues	$ 179,648	$ 174,822	$ 532,773	$ 521,481
Costs and Expenses:
Depreciation and amortization	70,227	83,857	216,254	257,055
Gain on sale of real estate	(131)		(5,091)
Fiber Infrastructure
Revenues:
Total revenues	77,979	70,130	236,139	204,486
Costs and Expenses:
Depreciation and amortization	28,652	26,605	85,405	78,754
Tower
Revenues:
Total revenues	3,273	4,319	11,499	10,161
Costs and Expenses:
Depreciation and amortization	1,643	1,734	4,470	4,786
Gain on sale of real estate	(74)		(23,904)
Consumer CLEC
Revenues:
Total revenues	2,729	3,365	8,663	10,752
Costs and Expenses:
Depreciation and amortization	$ 594	$ 498	$ 1,286	$ 1,495

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement Of Income And Comprehensive Income [Abstract]
Net (loss) income	$ (19,777)	$ 4,224	$ 22,262	$ 1,862
Other comprehensive (loss) income:
Unrealized (loss) gain on derivative contracts	(8,646)	7,744	(58,695)	57,617
Changes in foreign currency translation		2,547	(63)	2,233
Other comprehensive (loss) income:	(8,646)	10,291	(58,758)	59,850
Comprehensive (loss) income	(28,423)	14,515	(36,496)	61,712
Comprehensive (loss) income attributable to noncontrolling interest	(511)	330	(678)	1,404
Comprehensive (loss) income attributable to common shareholders	$ (27,912)	$ 14,185	$ (35,818)	$ 60,308

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (Loss) Income	Distributions in Excess of Accumulated Earnings	Noncontrolling Interest
Beginning balance, value at Dec. 31, 2017	$ (1,207,142)	$ 17	$ 644,328	$ 7,821	$ (1,960,715)	$ 101,407
Beginning balance, shares at Dec. 31, 2017		174,851,514
Impact of change in accounting standard, net of tax	1,859				1,859
Net (loss) income	1,862				1,838	24
At-the-market issuance of common stock, net of offering costs	64,423	$ 1	64,422
At-the-market issuance of common stock, net of offering, shares		3,180,548
Amortization of discount on convertible preferred stock	(2,235)		(2,235)
Other comprehensive income (loss)	59,850			58,470		1,380
Common stock dividends declared	(318,865)				(318,865)
Distributions to noncontrolling interest	(7,438)					(7,438)
Convertible preferred stock dividends	(1,968)				(1,968)
Net share settlement	(1,575)		(1,302)		(273)
Stock-based compensation	6,058		6,058
Stock-based compensation, shares		178,135
Ending balance, value at Sep. 30, 2018	(1,405,171)	$ 18	711,271	66,291	(2,278,124)	95,373
Ending balance, shares at Sep. 30, 2018		178,210,197
Beginning balance, value at Jun. 30, 2018	(1,374,812)	$ 17	645,627	56,237	(2,174,216)	97,523
Beginning balance, shares at Jun. 30, 2018		175,028,835
Net (loss) income	4,224				4,131	93
At-the-market issuance of common stock, net of offering costs	64,423	$ 1	64,422
At-the-market issuance of common stock, net of offering, shares		3,180,548
Amortization of discount on convertible preferred stock	(745)		(745)
Other comprehensive income (loss)	10,291			10,054		237
Common stock dividends declared	(107,379)				(107,379)
Distributions to noncontrolling interest	(2,480)					(2,480)
Convertible preferred stock dividends	(656)				(656)
Net share settlement			4		(4)
Stock-based compensation	1,963		1,963
Stock-based compensation, shares		814
Ending balance, value at Sep. 30, 2018	(1,405,171)	$ 18	711,271	66,291	(2,278,124)	95,373
Ending balance, shares at Sep. 30, 2018		178,210,197
Beginning balance, value at Dec. 31, 2018	(1,493,203)	$ 18	757,517	30,105	(2,373,218)	92,375
Beginning balance, shares at Dec. 31, 2018		180,535,971
Impact of change in accounting standard, net of tax	(63,222)				(63,222)
Net (loss) income	22,262				21,739	523
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 (loss)	(58,758)			(57,557)		(1,201)
Common stock dividends declared	(26,802)				(26,802)
Distributions to noncontrolling interest	(567)					(567)
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	(1,832)		(1,832)
Stock-based compensation	7,930		7,930
Stock-based compensation, shares		353,498
Equity settled contingent consideration	11,178		11,178
Equity settled contingent consideration, in shares		645,385
Issuance of common stock - employee stock purchase plan	847		847
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 Sep. 30, 2019	(1,436,839)	$ 19	948,382	(27,452)	(2,442,378)	84,590
Ending balance, shares at Sep. 30, 2019		192,138,066
Beginning balance, value at Jun. 30, 2019	(1,489,289)	$ 18	855,425	(18,960)	(2,413,326)	87,554
Beginning balance, shares at Jun. 30, 2019		183,122,757
Net (loss) income	(19,777)				(19,420)	(357)
Other comprehensive income (loss)	(8,646)			(8,492)		(154)
Common stock dividends declared	(9,632)				(9,632)
Distributions to noncontrolling interest	(173)					(173)
Exchange of noncontrolling interest			2,280			(2,280)
Exchange of noncontrolling interest, shares		275,788
Equity settlement convertible preferred stock	87,500	$ 1	87,499
Equity settlement convertible preferred stock, shares		8,677,163
Net share settlement	(67)		(67)
Stock-based compensation	2,845		2,845
Stock-based compensation, shares		12,871
Issuance of common stock - employee stock purchase plan	400		400
Issuance of common stock - employee stock purchase plan, in shares		49,487
Ending balance, value at Sep. 30, 2019	$ (1,436,839)	$ 19	$ 948,382	$ (27,452)	$ (2,442,378)	$ 84,590
Ending balance, shares at Sep. 30, 2019		192,138,066

Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Statement Of Stockholders Equity [Abstract]
Common stock dividends declared per share	$ 0.05	$ 0.05

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flow from operating activities
Net (loss) income	$ 22,262	$ 1,862
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	307,571	342,311
Amortization of deferred financing costs and debt discount	30,045	18,340
Deferred income taxes	(6,137)	(6,081)
Straight-line revenues	(1,450)	(10,932)
Stock-based compensation	7,930	6,058
Change in fair value of contingent consideration	(28,530)	(687)
Gain on sale of real estate	(28,995)
Loss on sale of Uniti Fiber Midwest operations	2,242
Loss on asset disposal	5,206	2,721
Other	156
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	15,885	(14,848)
Other assets	4,560	(4,899)
Accounts payable, accrued expenses and other liabilities	56,551	66,090
Deferred revenue from prepaid rent - Bluebird / Uniti Fiber Midwest networks (Note 5)	174,500
Net cash provided by operating activities	561,796	399,935
Cash flow from investing activities
Acquisition of businesses, net of cash acquired	(4,211)
Proceeds from sale of Uniti Fiber Midwest operations	6,400
Other capital expenditures	(264,862)	(297,108)
Proceeds from sale of real estate, net of cash	130,429
Net cash used in investing activities	(451,234)	(300,407)
Cash flow from financing activities
Principal payments on debt	(15,810)	(15,810)
Dividends paid	(129,075)	(318,116)
Payments of contingent consideration	(32,253)	(18,640)
Distributions paid to noncontrolling interest	(2,873)	(7,438)
Borrowings under revolving credit facility	139,000	350,000
Payments under revolving credit facility	(203,981)	(90,000)
Capital lease payments	(3,179)	(3,819)
Payments for financing costs	(49,497)
Common stock issuance, net of costs	21,641	64,423
Proceeds from issuance of notes	345,000
Proceeds from sale of warrants	50,819
Payment for bond hedge option	(70,035)
Employee stock purchase program	847
Net share settlement	(1,832)	(1,575)
Net cash provided by (used in) financing activities	48,772	(40,975)
Effect of exchange rates on cash and cash equivalents	(43)	175
Net increase in cash and cash equivalents	159,291	58,728
Cash and cash equivalents at beginning of period	38,026	59,765
Cash and cash equivalents at end of period	197,317	118,493
Non-cash investing and financing activities:
Property and equipment acquired but not yet paid	19,947	11,446
Tenant capital improvements	122,577	124,036
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 acquisitions	$ (318,990)
NMS
Cash flow from investing activities
Asset acquisitions		$ (3,299)

Organization and Description of Business

9 Months Ended

Sep. 30, 2019

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 internally managed real estate investment trust (“REIT”) engaged in the acquisition and construction of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. We manage our operations in four separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business.

The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. 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 September 30, 2019, we are the sole general partner of the Operating Partnership and own approximately 98.2% of the partnership interests in the Operating Partnership.

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying Condensed Consolidated Financial Statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries, including 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 Condensed Consolidated Financial Statements of Uniti Group Inc. because the Company is 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 Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”), filed with the SEC on March 18, 2019. Accordingly, significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our Annual Report.

Going Concern—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), the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying Condensed Consolidated Financial Statements are issued.

We are party to a master lease agreement (the “Master Lease”) with Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), from which 68.2% of our revenue for the year ended December 31, 2018 was derived. Windstream was involved in litigation with an entity who acquired certain Windstream debt securities and thereafter issued a notice of default as to such securities related to our spin-off from Windstream (the “Spin-Off”). Windstream challenged the matter in federal court and a trial was held in July 2018. On February 15, 2019, the federal court judge issued a ruling against Windstream, finding that Windstream’s attempts to waive such default were not valid, that an “event of default” occurred with respect to such debt securities, and that the holder’s acceleration of such debt in December 2017 was effective. In response to the adverse outcome, on February 25, 2019, Windstream filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.

In bankruptcy, Windstream has the option to assume or reject the Master Lease. Because the Master Lease is a single indivisible Master Lease with a single rent payment, it must be assumed or rejected in whole and cannot be sub-divided by facility or market absent Uniti’s consent. A significant amount of Windstream’s revenue is generated from the use of our network included in the Master Lease, and we believe that the Master Lease is essential to Windstream’s operations. Furthermore, Windstream is designated as a “carrier of last resort” in certain markets where it utilizes the Master Lease to provide service to its customers, and Windstream would require approval from the Public Utility Commissions and the Federal Communications Commission to cease providing service in those markets. As a result, we believe the probability of Windstream rejecting the Master Lease in bankruptcy to be remote. Windstream has filed claims against us alleging, among other things: that the Master Lease should be recharacterized as a financing transaction, which would impact its treatment in Windstream’s bankruptcy (including potentially through changing our status to that of a creditor that would share in creditor recoveries from the estate rather than receive rent payments) and which could affect our status as a REIT; that the Master Lease is a lease of personal property; and that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent transfers. A mediation of these claims is ongoing in Windstream’s bankruptcy. In connection with the mediation, Uniti has agreed to an extension of the assumption deadline for the Master Lease to December 7, 2019. In exchange, Windstream has provided certain assurances regarding the continued payment of rent pursuant to the Master Lease during the extension period and, following the expiration of the extension period, Windstream will continue to make payments under the Master Lease as they come due, unless and until Windstream obtains an order from the bankruptcy court permitting cessation of such payments. A rejection of the Master Lease, an adverse determination by a judge on Windstream’s claims against us, or even a temporary disruption in payments to us, may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties, and could materially adversely affect our consolidated results of operations, liquidity and financial condition, including our ability to service debt, comply with debt covenants and maintain our status as a REIT. As a result, conditions or events have been identified that raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has considered the mitigating effects of management’s plans to alleviate the substantial doubt about the ability to continue as a going concern in the event there is a disruption in the payments due to us under the Master Lease prior to Windstream’s assumption or rejection of the lease, or in the event Windstream rejects the lease or if there is any adverse determinations in respect of Windstream’s claims. Those plans include deferring, reducing or delaying cash dividends and capital expenditures, if necessary, paying one or more dividends that are required to maintain our REIT status in shares to the extent allowed under the IRS REIT rules, curtailing acquisition activities, accessing the capital markets and identifying alternative sources of liquidity. Based on our analysis, including consideration of the timing of petitioners’ requirements to make post-petition lease payments under U.S. bankruptcy law, and absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease, we believe that we have adequate liquidity to continue to fund our operations for twelve months after the issuance of the accompanying Condensed Consolidated Financial Statements absent any adverse determination in respect to Windstream’s claims or disruptions in rent payments under the Master Lease. If our assumptions are incorrect, we could need additional sources of liquidity to fund our cash needs and cannot assure that we will obtain them. A rejection of the Master Lease, an adverse determination by a judge on Windstream’s claims against us, or even a temporary disruption in payments to us, may require us to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of our properties, and could materially adversely affect our consolidated results of operations, liquidity and financial condition, including our ability to service debt, comply with financial and other covenants and maintain our status as a REIT.

Although management has concluded the probability of a rejection of the Master Lease to be remote, and has noted the absence of any provision in the Master Lease that contemplates renegotiation of the lease and the lack of any ability of the bankruptcy court to unilaterally reset the rent or terms of the lease, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring, including any judicial decisions in respect of claims against us by Windstream or its creditors. The Company has evaluated its ability

to continue as a going concern in light of the possibility of a consensual renegotiation of the Master Lease, and the impact of any renegotiated lease on our compliance with our debt covenants. We note that our Credit Agreement prohibits the Company from amending the Master Lease in a manner that, among other provisions, pro forma for any such amendment, would result in a consolidated secured leverage ratio that exceeds 5.0 to 1.0. Furthermore, management has no intention to enter into a lease amendment that would violate our debt covenants.

However, there can be no certainty as to the outcome of judicial decisions or Windstream’s decision to assume or reject the Master Lease, and uncertainties exist as to the outcome or impacts of any potential consensual renegotiation of the Master Lease. Therefore, substantial doubt exists about our ability to continue as a going concern within one year after the issuance of the financial statements.

The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Concentration of Credit Risks—Revenue under the Master Lease provided 65.3% and 69.6% of our revenue for the nine months ended September 30, 2019 and 2018, respectively. Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Master Lease, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the Master Lease, succeed in its claim against us or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us.

Windstream is a publicly traded company and is subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended. Windstream filings can be found at www.sec.gov. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q.

Straight-Line Revenue Receivable—As discussed in “Recently Issued Accounting Standards” in this Note 2, we have adopted ASU No. 2016-02, Leases (“ASC 842”) effective January 1, 2019. This standard supersedes prior guidance regarding the evaluation of collectability of lease receivables, including straight-line revenue receivables. We have evaluated the collectability of our straight-line revenue receivable associated with the Master Lease in accordance with ASC 842. At the date of adoption, due to uncertainties surrounding Windstream’s operations and liquidity, including uncertainties surrounding the outcome of Windstream’s pending litigation, we concluded that the receivable should be written off. As a result, effective January 1, 2019, the Master Lease will be accounted for on a cash basis in accordance with ASC 842, until a time at which there is more certainty regarding Windstream’s decision to assume or reject the Master Lease. At the adoption of ASC 842, we reflected the write off as a $61.5 million adjustment to equity resulting from the change in accounting standard.

Exchangeable Notes and Related Transactions—On June 28, 2019, Uniti Fiber Holdings, Inc. (“Uniti Fiber”), a subsidiary of the Company, issued $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable 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. In accordance with ASC 470-20, Debt – Debt with Conversion and Other Options, because the conversion feature in the Exchangeable Notes is not bifurcated pursuant to ASC 815, Derivatives and Hedging, and because the conversion can be settled in cash, shares, or a combination thereof, the Exchangeable Notes were separated into a liability component and an equity component in a manner that reflects Uniti Fiber’s non-convertible debt borrowing rate. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. See Note 10.

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 10) 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’ equity. See Note 8.

Reclassifications—Certain prior year asset categories and related amounts in Note 7 have been reclassified to conform with current year presentation.

Transaction Related and Other Costs—The Company expenses non-capitalizable transaction related and other costs in the period in which they are incurred and services are received. Transaction related costs include incremental acquisition pursuit, transaction and integration costs, including unsuccessful acquisition pursuit costs. Pursuit and transaction costs include professional services (legal, accounting, advisory, regulatory, etc.), finder’s fees, travel expenses, and other direct expenses associated with an acquisition. Integration costs include direct costs necessary to integrate an acquired business, including professional services, systems and data conversion, severance and retention bonuses payable to employees of an acquired business. In addition, other costs, such as costs incurred as a result of Windstream’s bankruptcy filing, costs associated with Windstream’s claims against us (see Note 13), and costs associated with the implementation of our new enterprise resource planning system are included within this line item on the Condensed Consolidated Statements of Income.

Recently Issued Accounting Standards

Leases—Effective January 1, 2019, we account for leases in accordance with ASC 842. The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method, or as a single lease cost recognized on a straight-line basis over the term of the lease, respectively. A lessee is also required to record an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The accounting for lessors remains largely unchanged. Leases with a term of 12 months or less will be accounted for 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. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (ii) the customer has the right to control the use of the identified asset.

We enter into lease contracts including ground, towers, equipment, office, colocation and fiber lease arrangements, in which we are the lessee, and service contracts that may include embedded leases. Operating leases where we are the lessor are included in Leasing, Fiber Infrastructure and Tower revenues on our Condensed Consolidated Statements of Income.

From time to time we enter into direct financing lease arrangements that include (i) a lessee obligation to purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease inception.

ROU assets and lease liabilities related to operating leases where we are the lessee are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date.

ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and equipment, net and finance lease obligations, respectively, on our Condensed Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. ROU assets for finance leases are amortized on a straight-line basis over the remaining lease term.

Key estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease payments to present value, (ii) lease term and (iii) lease payments.

ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the implicit rate for our leases where we are the lessee, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

ii.

The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

iii.

Lease payments included in the measurement of the lease asset or liability comprise the following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments that depend on index or rate based on the index or rate at lease commencement, and (iii) the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise.

For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not probable, the lessee is placed on non-accrual status and Leasing revenue is recognized when cash payments are received.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability.

Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented within Leasing, Fiber Infrastructure and Tower revenues and general and administrative expense and operating expense in our Condensed Consolidated Statements of Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the ROU asset (finance leases), respectively.

We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.

We have lease agreements which include lease and nonlease components. For both leases where we are a lessor and leases where we are a lessee, we have elected to combine lease and nonlease components for all lease contracts. Nonlease components that are combined with lease components are primarily maintenance services related to the leased asset. Where we are the lessor, we determine whether the lease or nonlease component is the predominant component on a case-by-case basis. For all existing leases where we are the lessor, ASC Topic 842 has been applied to all combined components.

We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term.

We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor.

We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted by the amendments in ASU 2018-11, Leases (Topic 842): Target Improvements, which provides an alternative modified retrospective transition method. As a result, we were not required to adjust our comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. January 1, 2019). We have elected to adopt the package of transition practical expedients and, therefore, have not reassessed (i) whether existing or expired contracts contain a lease, (ii) lease classification for existing or expired leases or (iii) the accounting for initial direct costs that were previously capitalized. We elected the practical expedient to use hindsight for leases existing at the adoption date. Further, we elected to adopt the amendments in ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which permits an entity to elect an optional transaction practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of ASC 842 and that were not previously accounted for as leases under ASC 840, Leases (“ASC 840”).

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.

Revenues

9 Months Ended

Sep. 30, 2019

Revenue From Contract With Customer [Abstract]

Revenues

Note 3. Revenues

The following is a description of principal activities, separated by reportable segments (see Note 12), from which the Company generates its revenues.

Leasing

Leasing revenue represents 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. Due to the nature of these activities, they are outside the scope of the guidance of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), and are recognized under other applicable guidance, including ASC 842 and, for periods prior to January 1, 2019, ASC 840. See Note 4.

Fiber Infrastructure

The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides (i) consumer, enterprise, wholesale and backhaul lit fiber, (ii) E-rate, (iii) small cell, (iv) construction services, (v) dark fiber and (vi) other revenue generating activities.

Consumer, enterprise, wholesale, and backhaul lit fiber fall under the guidance of Topic 606. Revenue is recognized over the life of the contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly.

ii.

E-rate contracts involve providing lit fiber services to schools and libraries, and is governed by Topic 606. Revenue is recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly.

iii.

Small cell contracts provide improved network connection to areas that may not require or accommodate a tower. Small cell arrangements typically contain five streams of revenue: site development, radio frequency (“RF”) design, dark fiber lease, construction services, and maintenance services. Site development, RF design and construction are each separate services and are considered distinct performance obligations under Topic 606. Dark fiber and associated maintenance services constitute a lease, and as such, they are outside the scope of Topic 606 and are governed by other applicable guidance.

iv.

Construction revenue is generated from contracts to provide various construction services such as equipment installation or the laying of fiber. Construction revenue is recognized over time as construction activities occur as we are either

enhancing a customer’s owned asset or constructing an asset with no alternative use to us and we would be entitled to our costs plus a reasonable profit margin if the contract was terminated early by the customer. We are utilizing our costs incurred as the measure of progress of satisfying our performance obligation.

Dark fiber arrangements represent operating leases under ASC 842 and are outside the scope of Topic 606. When (a) a customer makes an advance payment or (b) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise.

vi.

The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation.

Towers

The Towers segment represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate, which we then lease to our customers in the United States. Revenue from our towers business qualifies as a lease under ASC 842, and ASC 840 for periods prior to January 1, 2019, and is outside the scope of Topic 606.

Consumer CLEC

The Consumer CLEC segment represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which provides local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers are billed monthly for services rendered based on actual usage or contracted amounts. The transaction price is equal to the monthly-recurring charge multiplied by the initial contract term (typically 12 months), plus any non-recurring or variable charges.

Disaggregation of Revenue

The following table presents our revenues disaggregated by revenue stream.

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2019		2018		2019		2018
Revenue disaggregated by revenue stream
Revenue from contracts with customers
Fiber Infrastructure
Lit backhaul	$	31,449	$	32,920	$	97,055	$	99,740
Enterprise and wholesale		21,591		16,052		57,561		47,032
E-Rate and government		18,879		16,463		63,407		44,850
Other		475		887		2,158		2,755
Fiber Infrastructure	$	72,394	$	66,322	$	220,181	$	194,377
Consumer CLEC		2,729		3,365		8,663		10,752
Total revenue from contracts with customers		75,123		69,687		228,844		205,129
Revenue accounted for under other applicable guidance		188,506		182,949		560,230		541,751
Total revenue	$	263,629	$	252,636	$	789,074	$	746,880

At September 30, 2019, and December 31, 2018, lease receivables were $26.3 million and $45.5 million, respectively, and receivables from contracts with customers were $60.4 million and $57.1 million, respectively.

Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue)

Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the three and nine months ended September 30, 2019, we recognized revenues of $0.8 million and $3.3 million, respectively, that was included in the December 31, 2018 contract liabilities balance.

The following table provides information about contract assets and contract liabilities accounted for under Topic 606.

(Thousands)	Contract Assets		Contract Liabilities
Balance at December 31, 2018	$	5,540	$	15,473
Balance at September 30, 2019	$	11,116	$	14,128

Transaction Price Allocated to Remaining Performance Obligations

Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of September 30, 2019, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $598.4 million, of which $526.7 million is related to contracts that are currently being invoiced and have an average remaining contract term of 2.5 years, while $71.7 million represents our backlog for sales bookings which have yet to be installed and have an average remaining contract term of 5.1 years.

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, such amounts are not included in revenue.

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

Note 4. Leases

Lessor Accounting

We lease communications towers, ground, communications equipment, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from five to 20 years, most of which includes options to extend or renew the leases for five to 80 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments.

The components of lease income for the three and nine months ended September 30, 2019 are as follows:

(Thousands)

Three Months Ended

September 30, 2019

Nine Months Ended

September 30, 2019

Lease income - operating leases

188,506

560,230

Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms are as follows:

(Thousands)	September 30, 2019⁽¹⁾		December 31, 2018⁽²⁾
2019	$	177,639	$	724,269
2020		730,486		693,596
2021		724,909		696,713
2022		727,167		699,561
2023		730,184		702,663
Thereafter		4,983,671		4,706,951
Total lease receivables	$	8,074,056	$	8,223,753
⁽¹⁾ Total future minimum lease payments to be received include $7.2 billion relating to the Master Lease with Windstream.
⁽²⁾ Prior period amounts have not been adjusted under the modified retrospective transition approach.

The underlying assets under operating leases where we are the lessor as of September 30, 2019 are summarized as follows:

(Thousands)	September 30, 2019
Land	$	27,392
Building and improvements		340,995
Real property interest		-
Poles		257,116
Fiber		2,801,312
Equipment		345
Copper		3,774,931
Conduit		89,770
Tower assets		146,401
Capital lease assets		32,660
Other assets		10,262
		7,481,184
Less: accumulated depreciation		(4,965,928	)
Underlying assets under operating leases, net	$	2,515,256

Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2019 is summarized as follows:

(Thousands)

Three Months Ended

September 30, 2019

Nine Months Ended

September 30, 2019

Depreciation expense for underlying assets under operating leases

73,606

224,973

Lessee Accounting

We have commitments under operating leases for communications towers, ground, colocation and dark fiber lease arrangements. We also have finance leases for dark fiber lease arrangements and other communications equipment. Our leases have initial lease terms ranging from less than one year to 30 years, most of which includes options to extend or renew the leases for less than one year to 85 years, and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments.

As of September 30, 2019, we have short term lease commitments amounting to approximately $1.8 million, for colocation and dark fiber arrangements.

The components of lease cost for the three and nine months ended September 30, 2019 are as follows:

(Thousands)	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Finance lease cost
Amortization of ROU assets	$	1,283		$	3,179
Interest on lease liabilities		1,571			3,192
Total finance lease cost		2,854			6,371
Operating lease cost		6,024			19,278
Short-term lease cost		522			1,451
Variable lease cost		47			304
Less sublease income		(2,479	)		(7,857	)
Total lease cost	$	6,968		$	19,547

Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of September 30, 2019 were as follows:

(Thousands)	Location on Condensed Consolidated Balance Sheets	September 30, 2019
Operating leases
ROU asset, net	Other assets, net	$	112,579
ROU liability	Accounts payable, accrued expenses and other liabilities, net		112,365

Finance leases
ROU asset, gross	Property, plant and equipment, net	$	129,712
ROU liability	Finance lease obligations		55,225

Weighted-average remaining lease term
Operating leases		10.4 years
Finance leases		14.0 years

Weighted-average discount rate
Operating leases			9.8	%
Finance leases			8.0	%

Other information related to leases as of September 30, 2019 are as follows:

(Thousands)	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	3,192
Operating cash flows from operating leases		20,519
Financing cash flows from finance leases		3,179

Non-cash items:
New operating leases	$	23,706
New finance leases		3,240

Future lease payments under non-cancellable leases as of September 30, 2019 are as follows:

(Thousands)	Operating Leases			Finance Leases
2019	$	6,258		$	2,099
2020		24,159			7,598
2021		22,135			6,839
2022		19,650			6,708
2023		17,462			6,689
Thereafter		99,334			58,162
Total undiscounted lease payments	$	188,998		$	88,095
Less: imputed interest		(76,633	)		(32,870	)
Total lease liabilities	$	112,365		$	55,225

Future minimum rental payments under non-cancellable operating leases as of December 31, 2018⁽¹⁾ were as follows:

(Thousands)
2019	$	10,585
2020		7,543
2021		4,815
2022		3,186
2023		2,382
Thereafter		15,269
Total	$	43,780
⁽¹⁾ Prior period amounts have not been adjusted under the modified retrospective transition approach.

Future minimum rental payments under capital leases in effect as of December 31, 2018⁽¹⁾ were as follows:

(Thousands)
2019	$	8,683
2020		7,357
2021		6,638
2022		6,484
2023		6,457
Thereafter		52,533
Total minimum payments		88,152
Less amount representing interest		(32,870	)
Total	$	55,282
⁽¹⁾ Prior period amounts have not been adjusted under the modified retrospective transition approach.

Future sublease rentals as of September 30, 2019 are as follows:

(Thousands)	Sublease Rentals
2019	$	2,970
2020		9,431
2021		9,461
2022		9,493
2023		9,570
Thereafter		98,640
Total	$	139,565

Business Combinations, Asset Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Business Combinations, Asset Acquisitions and Dispositions

Note 5. Business Combinations, Asset Acquisitions and Dispositions

2019 Transactions

Bluebird Network, LLC

On August 30, 2019, the Company closed on its operating company/property company (“OpCo-PropCo”) transaction with Macquarie Infrastructure Partners (“MIP”) to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets 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 $319 million, of which $175 million was funded by Uniti 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 Condensed 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 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:

	(thousands)
Property, plant and equipment	$	141,583
Right of use asset		5,851
Intangible asset, net		171,556
Total purchase consideration	$	318,990

The right of use assets are recorded within Other Assets, net on our Condensed Consolidated Balance Sheets. Of the $171.6 million of intangible assets acquired, $128.1 million is related to rights of way with an indefinite life, while $43.5 million is related to leasehold interests and have a life of 25 years.

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 Condensed Consolidated Statements of Income. This loss included the allocation of approximately $2.2 million of goodwill. See Note 9.

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 M² Connections (“M²”) for cash consideration of $5.5 million. M² 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 12. 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 M² are included in the Fiber Infrastructure segment from the date of acquisition and were not

material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.

2018 Transactions

Information Transport Solutions, Inc.

On October 19, 2018, we acquired 100% of the outstanding equity of Information Transport Solutions, Inc. (“ITS”) for cash consideration of $58.3 million. ITS is a full-service managed services provider of technology solutions, primarily to educational institutions in Alabama and Florida. This acquisition expands Uniti Fiber’s product offerings and strengthens relationships with new and existing E-Rate customers. The acquisition was recorded by allocating the costs of the assets acquired based on their estimated fair values at the acquisition date. 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 12. During the first quarter of 2019, certain contractual working capital adjustments resulted in a $1.3 million reduction of the purchase price and goodwill. The following is a summary of the estimated fair values of the assets acquired and liabilities assumed:

	(thousands)
Property, plant and equipment	$	4,270
Cash and cash equivalents		5,931
Accounts receivable		3,909
Other assets		7,238
Goodwill		9,941
Intangible assets		30,254
Accounts payable, accrued expenses and other liabilities		(2,645	)
Deferred revenue		(567	)
Total purchase consideration	$	58,331

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.

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 6. Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements, establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring assets and liabilities at fair values. This hierarchy establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date;

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Unobservable inputs for the asset or liability.

Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative asset and liability, our outstanding notes and other debt, contingent consideration and accounts, interest and dividends payable.

The following table summarizes the fair value of our financial instruments at September 30, 2019 and December 31, 2018:

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At September 30, 2019
Liabilities
Senior secured term loan B - variable rate, due October 24, 2022	$	1,998,748	$	-	$	1,998,748	$	-
Senior secured notes - 6.00%, due April 15, 2023		532,125		-		532,125		-
Senior unsecured notes - 8.25%, due October 15, 2023		999,000		-		999,000		-
Senior unsecured notes - 7.125%, due December 15, 2024		520,500		-		520,500		-
Exchangeable senior notes - 4.00%, due June 15, 2024		303,169		-		303,169		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		574,961		-		574,961		-
Derivative liability		27,761				27,761
Contingent consideration		11,440		-		-		11,440
Total	$	4,967,704	$	-	$	4,956,264	$	11,440

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At December 31, 2018
Assets
Derivative asset	$	31,043	$	-	$	31,043	$	-
Total	$	31,043	$	-	$	31,043	$	-

Liabilities
Senior secured term loan B - variable rate, due October 24, 2022	$	1,877,303	$	-	$	1,877,303	$	-
Senior secured notes - 6.00%, due April 15, 2023		504,625		-		504,625		-
Senior unsecured notes - 8.25%, due October 15, 2023		965,700		-		965,700		-
Senior unsecured notes - 7.125%, due December 15, 2024		496,500		-		496,500		-
Senior secured revolving credit facility, variable rate, due April 24, 2020		639,936		-		639,936		-
Contingent consideration		83,401		-		-		83,401
Total	$	4,567,465	$	-	$	4,484,064	$	83,401

The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments.

The total principal balance of our outstanding notes and other debt was $5.23 billion at September 30, 2019, with a fair value of $4.97 billion. The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative assets and liabilities are carried at fair value. See Note 8. The fair value of an interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both Uniti’s own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative assets and liabilities 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 September 30, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its

derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative assets and liabilities 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 10) 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.

The merger agreement related to the July 3, 2017 acquisition of Hunt Telecommunications, LLC (“Hunt”) contained a contingent consideration arrangement (the “Hunt Contingent Consideration”) upon the achievement of certain defined revenue milestones. The fair value of the Hunt Contingent Consideration was determined using the closing price of our common shares in the active market and probability of expected declared dividends and is classified as Level 3. On January 4, 2019, in accordance with the merger agreement, we settled the Hunt Contingent Consideration in full satisfaction of the obligation through the issuance of 645,385 common shares having a fair value of $11.2 million.

We acquired Tower Cloud, Inc. (“Tower Cloud”) on August 31, 2016. As part of the Tower Cloud acquisition, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones. At the Company’s discretion, a combination of cash and Uniti common shares may be used to satisfy the contingent consideration payments, provided that at least 50% of the aggregate amount of payments is satisfied in cash. We recorded the estimated fair value of future contingent consideration of $11.4 million as of September 30, 2019. The fair value of the contingent consideration as of September 30, 2019, was determined using a discounted cash flow model and probability adjusted estimates of the future operational milestones and is classified as Level 3. During the nine months ended September 30, 2019 and 2018, we paid $32.2 million and $18.6 million, respectively, for the achievement of certain milestones in accordance with the Tower Cloud merger agreement.

Changes in the fair value of contingent consideration arrangements are recorded in our Condensed Consolidated Statement of Income in the period in which the change occurs. For the three and nine months ended September 30, 2019, there was a $3.0 million and $28.5 million, respectively, decrease in the fair value of the contingent consideration that was recorded in Other (income) expense on the Condensed Consolidated Statements of Income.

The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3):

(Thousands)		December 31, 2018				Transfers into Level 3				(Gain)/Loss included in earnings				Settlements				September 30, 2019
Contingent consideration		$	83,401			$	-			$	(28,530	)		$	(43,431	)		$	11,440

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2019

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

Note 7. Property, Plant and Equipment

The carrying value of property, plant and equipment is as follows:

(Thousands)	Depreciable Lives			September 30, 2019			December 31, 2018
Land	Indefinite			$	28,287		$	29,304
Building and improvements	3 - 40 years				354,726			340,238
Real property interests		(1	)		3,285			34,878
Poles	30 years				257,116			248,989
Fiber	30 years				3,364,288			3,005,304
Equipment	5 - 7 years				280,781			256,838
Copper	20 years				3,774,931			3,721,649
Conduit	30 years				89,770			89,692
Tower assets	20 years				148,034			120,073
Capital lease assets		(1	)		129,712			123,017
Other assets	15 - 20 years				12,303			11,524
Corporate assets	3 - 7 years				5,014			4,214
Construction in progress		(1	)		111,115			137,585
					8,559,362			8,123,305
Less accumulated depreciation					(5,188,211	)		(4,914,299	)
Net property, plant and equipment				$	3,371,151		$	3,209,006
(1) See our Annual Report for property, plant and equipment accounting policies.

Depreciation expense for the three and nine months ended September 30, 2019 was $94.9 million and $288.9 million, respectively. Depreciation expense for the three and nine months ended September 30, 2018 was $106.5 million and $323.4 million, respectively.

Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2019

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Note 8. Derivative Instruments and Hedging Activities

The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes.

On April 27, 2015, we entered into fixed for floating interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate Senior Secured Term Loan B facility. These interest rate swaps are designated as cash flow hedges and have a notional value of $2.05 billion and mature on October 24, 2022. The weighted average fixed rate paid is 2.105%, and the variable rate received resets monthly to the one-month LIBOR subject to a minimum rate of 1.0%. The Company does not currently have any master netting arrangements related to its derivative contracts.

The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets:

(Thousands)	Location on Condensed Consolidated Balance Sheets	September 30, 2019		December 31, 2018
Interest rate swaps	Derivative asset	$	-	$	31,043
Interest rate swaps	Derivative liability	$	27,761	$	-

As of September 30, 2019, all of the interest rate swaps were valued in net unrealized loss positions and recognized as liability balances within the derivative liability balance. As of December 31, 2018, all of the interest rate swaps were valued in net unrealized gain positions and recognized as asset balances within the derivative asset balance. For the three and nine months ended September 30, 2019, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $7.9 million and $54.0 million, respectively. For the three and nine months ended September 30, 2018, the amount recorded in other comprehensive income related to the unrealized gain on derivative instruments was $7.6 million and $54.0 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2019, was a benefit of $0.7 million and $4.7 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income for the

three and nine months ended September 30, 2018, was $0.1 million and $3.7 million, respectively. For the three and nine months ended September 30, 2019 and 2018, there was no ineffective portion of the change in fair value derivatives.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, beginning October 1, 2019, we estimate that $3.0 million will be reclassified as a benefit to interest expense.

Exchangeable Notes Hedge Transactions

On June 25, 2019, concurrently with the pricing of the Exchangeable Notes (see Note 10), and on June 27, 2019, concurrently with the exercise by the Initial Purchasers (as defined below) of their option to purchase additional Exchangeable Notes, Uniti Fiber, the issuer of the Exchangeable Notes, entered into the Note Hedge Transactions with certain of the Counterparties. The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of the Company’s common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions have an initial strike price that corresponds to the initial exchange price of the Exchangeable Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are intended to reduce potential dilution to the Company’s common stock upon any exchange of the Exchangeable Notes and/or offset any cash payments Uniti Fiber is required to make in excess of the principal amount of exchanged Exchangeable Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the Note Hedge Transactions, at the time of exercise is greater than the strike price of the Note Hedge Transactions.

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 Condensed 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 Condensed Consolidated Balance Sheets, are not accounted for as derivatives that are remeasured each reporting period.

Goodwill and Intangible Assets and Liabilities

9 Months Ended

Sep. 30, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets and Liabilities

Note 9. Goodwill and Intangible Assets and Liabilities

Changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2019, are as follows:

(Thousands)	Fiber Infrastructure			Total
Goodwill at December 31, 2018	$	692,385		$	692,385
Goodwill purchase accounting adjustments - See Note 5		(1,269	)		(1,269	)
Goodwill associated with 2019 acquisitions and dispositions, net		(444	)		(444	)
Goodwill at September 30, 2019		690,672			690,672

In connection with the sale of our Uniti Fiber Midwest operations to MIP in the third quarter of 2019 (See Note 5), we allocated approximately $2.2 million of goodwill to the carrying value of the business being sold. This allocation was done using the relative fair value approach as prescribed by ASC 350, Intangibles – Goodwill and Other.

The carrying value of the intangible assets is as follows:

(Thousands)	September 30, 2019								December 31, 2018
	Original Cost			Cumulative Translation Adjustment		Accumulated Amortization			Original Cost			Cumulative Translation Adjustment			Accumulated Amortization
Indefinite life intangible assets:
Trade name	$	2,000		$	-	$	-		$	2,000		$	-		$	-
Rights of Way		128,027			-		-			-			-			-

Finite life intangible assets:
Customer lists		450,597			-		(87,500	)		451,997			-			(69,393	)
Leasehold Interest		43,530			-		-			-			-			-
Tenant contracts⁽³⁾		-			-		-			37,386			411			(3,293	)
Network⁽¹⁾⁽³⁾		-			-		-			13,541			144			(1,192	)
Acquired below-market leases⁽³⁾		-			-		-			1,509			-			(289	)

Total intangible assets	$	624,154								506,988
Less: Accumulated amortization		(87,500	)							(74,167	)
Total intangible assets, net	$	536,654							$	432,821

Finite life intangible liabilities:
Acquired above-market leases⁽³⁾	$	-		$	-	$	-		$	3,440		$	(182	)	$	(624	)


Total intangible liabilities		-								3,258
Less: Accumulated amortization		-								(624	)
Total intangible liabilities, net⁽²⁾	$	-							$	2,634

(1)	Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date.

(2)	Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.

(3)	Uniti Towers’ Latin American intangible assets were sold on April 2, 2019. See Note 5.

As of September 30, 2019, the remaining weighted average amortization period of the Company’s intangible assets was 18.3 years. Amortization expense for the three and nine months ended September 30, 2019 was $6.3 million and $18.6 million, respectively. Amortization expense for the three and nine months ended September 30, 2018 was $6.3 million and $19.0 million, respectively.

Amortization expense is estimated to be $26.0 million for the full year of 2019, $25.5 million in 2020, $24.7 million in 2021, $24.6 million in 2022, and $24.6 million for 2023.

Notes and Other Debt

9 Months Ended

Sep. 30, 2019

Long Term Debt [Abstract]

Notes and Other Debt

Note 10. Notes and Other Debt

All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt.

Notes and other debt is as follows:

(Thousands)	September 30, 2019			December 31, 2018
Principal amount	$	5,230,017		$	4,965,808
Less unamortized discount, premium and debt issuance costs		(219,730	)		(119,575	)
Notes and other debt less unamortized discount, premium and debt issuance costs	$	5,010,287		$	4,846,233

Notes and other debt at September 30, 2019 and December 31, 2018 consisted of the following:

	September 30, 2019					December 31, 2018
(Thousands)	Principal		Unamortized Discount, Premium and Debt Issuance Costs			Principal		Unamortized Discount, Premium and Debt Issuance Costs
Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.45%)	$	2,049,998		(80,528	)	$	2,065,808	$	(70,337	)
Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%)		550,000		(6,013	)		550,000		(7,116	)
Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%)		1,110,000		(30,383	)		1,110,000		(34,900	)
Senior unsecured notes - 7.125% due December 15, 2024		600,000		(6,540	)		600,000		(7,222	)
Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%)		345,000		(88,957	)		-		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		575,019		(7,310	)		640,000		-
Total	$	5,230,017	$	(219,730	)	$	4,965,808	$	(119,575	)

At September 30, 2019, notes and other debt included the following: (i) $2.05 billion under the Senior Secured Term Loan B facility that matures on October 24, 2022 (“Term Loan Facility”) pursuant to the credit agreement by and among the Operating Partnership, CSL Capital, LLC and Uniti Group Finance Inc., the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”); (ii) $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “Secured Notes”); (iii) $1.11 billion aggregate principal amount of 8.25% Senior Notes due October 15, 2023 (the “2023 Notes”); (iv) $600 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes,” and together with the Secured Notes and 2023 Notes, the “Notes”); (v) $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes”) and (vi) $575 million under the senior secured revolving credit facility, variable rate, that matures April 24, 2022 pursuant to the Credit Agreement (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”).

Credit Agreement

The Operating Partnership and its wholly owned subsidiaries, CSL Capital, LLC and Uniti Group Finance Inc. (collectively, the “Borrowers”) are party to the Credit Agreement, which provides for the Term Loan Facility (in an initial principal amount of $2.14 billion) and the Revolving Credit Facility. The term loans bear interest at a rate equal to LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.00% and are subject to amortization of 1.0% per annum. All obligations under the Credit Agreement are

guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s wholly owned subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors, which assets also secure the Secured Notes. The Revolving Credit Facility initially bore interest at a rate equal to LIBOR plus 1.75% to 2.25% based on our consolidated secured leverage ratio, as defined in the Credit Agreement subject to changes resulting from the Fifth Amendment discussed below.

The Borrowers are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur (i) incremental term loan borrowings and/or increased commitments under the Credit Agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and, 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 September 30, 2019, the Borrowers were in compliance with all of the covenants under the Credit Agreement.

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, or at such earlier time when certain other conditions are specified, the Fourth Amendment generally limits our ability under the Credit Agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. The Fourth Amendment also increased the interest rate on our Term Loan Facility, which now bears a rate of LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.0%, a 200 basis point increase over our previous rate. This increase will remain in effect through the remaining term of the facility, which matures on October 24, 2022. The limited waiver would not apply to any going concern opinion we might receive from our auditors for our 2019 audited financial statements. If we conclude that we have substantial doubt as to our ability to continue as a going concern at such time, whether as a result of continued uncertainty around Windstream’s future and the status of our Master Lease or otherwise, we would be in default under our Credit Agreement absent a new waiver or consent. We can provide no assurances as to whether we would be able to obtain a waiver or the terms thereof.

A termination of the Master Lease would result in an “event of default” under the Credit Agreement if a replacement lease was not entered into within ninety (90) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00.

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. The Fifth Amendment increased the applicable margin for base rate loans under the Revolving Credit Facility to a range of 2.75% to 3.25% and for Eurodollar rate loans under the Revolving Credit Facility to a range of 3.75% to 4.25%, calculated in a customary manner and determined based on our consolidated secured leverage ratio.

The Notes

The Borrowers, as co-issuers, have outstanding $550 million aggregate principal amount of the Secured Notes, of which $400 million was originally issued on April 24, 2015 at an issue price of 100% of par value and the remaining $150 million was issued on June 9, 2016 at an issue price of 99.25% of the par value as an add-on to the existing Secured Notes. The Borrowers, as co-issuers, also have outstanding $1.11 billion aggregate principal amount of the 2023 Notes that were originally issued on April 24, 2015 at an issue price of 97.055% of par value. The Secured Notes and the 2023 Notes are guaranteed by the Company and the Subsidiary Guarantors.

The Operating Partnership and its wholly owned subsidiaries, CSL Capital, LLC and Uniti Fiber Holdings Inc., as co-issuers, have outstanding $600 million aggregate principal amount of the 2024 Notes, of which $400 million was originally issued on December 15, 2016 at an issue price of 100% of par value and the remaining $200 million of which was issued on May 8, 2017 at an issue price of 100.50% of par value under a separate indenture and was mandatorily exchanged on August 11, 2017 for 2024 Notes issued as “additional notes” under the indenture governing the 2024 Notes. The 2024 Notes are guaranteed by the Company, Uniti Group Finance Inc. and the Subsidiary Guarantors.

Effective July 8, 2019, Deutsche Bank Trust Company Americas succeeded as trustee and collateral agent, as applicable, to the Notes pursuant to a Tri-Party Agreement dated as of June 26, 2019 among Deutsche Bank Trust Company, Wells Fargo Bank, N.A. and the co-issuers of the Notes.

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 has 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 Condensed 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 Condensed Consolidated Statements of Income. For the three and nine months ended September 30, 2019, we recognized $4.3 million and $11.8 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. For the three and nine months ended September 30, 2018, we recognized $3.7 million and $11.0 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs.

Earnings Per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Note 11. Earnings Per Share

Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share (“ASC 260”).

We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met.

Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3% Convertible Preferred Stock, $0.0001 par value (“Series A Shares”), issued in connection with the May 2, 2016 acquisition of PEG Bandwidth, LLC, 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 three and nine months ended September 30, 2019, is calculated based on the shares outstanding from the issuance date through September 30, 2019.

The dilutive effect of the Exchangeable Notes (see Note 10) 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 number of weighted average shares. The dilutive effect of the Warrants (see Note 8) is calculated using the treasury-stock method. During the three and nine months ended September 30, 2019, the Warrants were excluded from diluted shares outstanding because the exercise price exceeded the average market price of our common stock for the reporting period.

The July 3, 2017 merger agreement for our acquisition of Hunt provided for the issuance of additional common shares upon the achievement of certain defined revenue milestones. See Note 6. The earnings per share impact of the Hunt Contingent Consideration is calculated under the method described in ASC 260 for the treatment of contingently issuable shares in weighted-average shares outstanding. On January 4, 2019, we settled the Hunt Contingent Consideration in full satisfaction of the obligation through the issuance of 645,385 common shares having a fair value of $11.2 million.

The following sets forth the computation of basic and diluted earnings per share under the two-class method:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2019			2018			2019			2018
Basic earnings per share:
Numerator:
Net (loss) income attributable to shareholders	$	(19,420	)	$	4,131		$	21,739		$	1,838
Less: Income allocated to participating securities		(50	)		(395	)		(301	)		(1,264	)
Income allocated to participating securities on share settled contingent consideration arrangements		-			(260	)		-			(728	)
Dividends declared on convertible preferred stock		-			(656	)		(656	)		(1,968	)
Amortization of discount on convertible preferred stock		-			(745	)		(993	)		(2,235	)
Net (loss) income attributable to common shares	$	(19,470	)	$	2,075		$	19,789		$	(4,357	)
Denominator:
Basic weighted-average common shares outstanding		191,940			175,396			185,746			175,101
Basic earnings (loss) per common share	$	(0.10	)	$	0.01		$	0.11		$	(0.02	)

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2019			2018			2019			2018
Diluted earnings per share:
Numerator:
Net (loss) income attributable to shareholders	$	(19,420	)	$	4,131		$	21,739		$	1,838
Less: Income allocated to participating securities		(50	)		(395	)		(301	)		(1,264	)
Income allocated to participating securities on share settled contingent consideration arrangements		-			(260	)		-			(728	)
Dividends declared on convertible preferred stock		-			(656	)		(656	)		(1,968	)
Amortization of discount on convertible preferred stock		-			(745	)		(993	)		(2,235	)
Impact on if-converted dilutive securities		-			-			-			-
Net (loss) income attributable to common shares	$	(19,470	)	$	2,075		$	19,789		$	(4,357	)
Denominator:
Basic weighted-average common shares outstanding		191,940			175,396			185,746			175,101
Effect of dilutive non-participating securities		-			257			-			-
Impact on if-converted dilutive securities		-			-			-			-
Weighted-average shares for dilutive earnings per common share		191,940			175,653			185,746			175,101
Dilutive earnings (loss) per common share	$	(0.10	)	$	0.01		$	0.11		$	(0.02	)

For the three and nine months ended September 30, 2019, 27,758,769 potential common shares related to the Exchangeable Notes and 517,060 non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2018, 632,484 potential common shares related to Hunt Contingent Consideration were excluded from the computation of diluted earnings per share, as their effect would have been anti-dilutive.

Segment Information

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Information

Note 12. Segment Information

Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as four reportable segments in addition to our corporate operations, which include:

Leasing: Represents the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis.

Fiber Infrastructure: Represents the operations of our fiber business, Uniti Fiber, which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry.

Towers: Represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate and lease space on communications towers to wireless service providers and other tenants in the United States. On April 2, 2019, the Company completed the sale of LATAM and no longer has on-going operations in Latin America. On May 23, 2019, the Company completed the sale of substantially all of its ground lease business located across the United States. See Note 5.

Consumer CLEC: Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which prior to the Spin-Off was reported as an integrated operation within Windstream. Talk America provides local telephone, high-speed internet and long distance services to customers in the eastern and central United States. We have commenced a wind down of our Consumer CLEC business, which we estimate will be completed during the second quarter of 2020.

Corporate: Represents our corporate and back office functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments.

Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the impact, which may be recurring in nature, of transaction and integration related expenses, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, changes in the fair value of contingent consideration and financial instruments, and other similar items. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however, we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP.

Selected financial data related to our segments is presented below for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30, 2019
(Thousands)	Leasing			Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	179,648		$	77,979	$	3,273		$	2,729	$	-		$	263,629

Adjusted EBITDA	$	178,095		$	30,536	$	(417	)	$	465	$	(6,021	)	$	202,658
Less:
Interest expense															104,655
Depreciation and amortization		70,227			28,652		1,643			594		50			101,166
Other expense, net															540
Transaction related and other costs															15,179
Gain on sale of real estate		(131	)		-		(74	)		-		-			(205	)
Stock-based compensation															2,845
Income tax benefit															(1,745	)
Net loss														$	(19,777	)

	Three Months Ended September 30, 2018
(Thousands)	Leasing		Fiber Infrastructure		Towers		Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	174,822	$	70,130	$	4,319		3,365	$	-		$	252,636

Adjusted EBITDA	$	174,123	$	28,480	$	1,213	$	765	$	(5,421	)	$	199,160
Less:
Interest expense													80,406
Depreciation and amortization		83,857		26,605		1,734		498		54			112,748
Other income, net													(1,038	)
Transaction related and other costs													2,323
Stock-based compensation													1,963
Income tax benefit													(1,466	)
Net income												$	4,224

	Nine Months Ended September 30, 2019
(Thousands)	Leasing			Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	532,773		$	236,139	$	11,499		$	8,663	$	-		$	789,074

Adjusted EBITDA	$	528,727		$	97,572	$	(134	)	$	1,676	$	(18,044	)	$	609,797
Less:
Interest expense															286,842
Depreciation and amortization		216,254			85,405		4,470			1,286		156			307,571
Other income, net															(24,848	)
Transaction related and other costs															28,883
Gain on sale of real estate		(5,091	)		-		(23,904	)		-		-			(28,995	)
Stock-based compensation															7,930
Income tax expense															10,152
Net income														$	22,262

	Nine Months Ended September 30, 2018
(Thousands)	Leasing		Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	521,481	$	204,486	$	10,161		$	10,752	$	-		$	746,880

Adjusted EBITDA	$	519,848	$	87,080	$	(417	)	$	2,606	$	(16,245	)	$	592,872
Less:
Interest expense														237,398
Depreciation and amortization		257,055		78,754		4,786			1,495		221			342,311
Other income, net														(1,574	)
Transaction related and other costs														12,025
Stock-based compensation														6,058
Income tax benefit														(5,208	)
Net income													$	1,862

Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations.

Pursuant to the Separation and Distribution Agreement entered into with Windstream in connection with the Spin-Off, Windstream has agreed to indemnify us (including our subsidiaries, directors, officers, employees and agents and certain other related parties) for any liability arising from or relating to legal proceedings involving Windstream's telecommunications business prior to the Spin-Off, and, pursuant to the Master Lease, Windstream has agreed to indemnify us for, among other things, any use, misuse, maintenance or repair by Windstream with respect to the Distribution Systems. Windstream is currently a party to various legal actions and administrative proceedings, including various claims arising in the ordinary course of its telecommunications business, which are subject to the indemnities provided to us by Windstream. If Windstream assumes the Separation and Distribution Agreement and/or the Master Lease in bankruptcy, it would be obligated to honor all indemnification claims arising under such agreement. If the Separation and Distribution Agreement and or the Master Lease are rejected in Windstream’s bankruptcy, any claims on the applicable indemnity would be treated as unsecured claims, and, if that were to occur, there can be no assurance we would receive any related indemnification payments from Windstream in connection with the applicable indemnity claims.

On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services, LLC filed a complaint with the U.S. Bankruptcy Court for the Southern District of New York against the Company and certain of its affiliates, alleging¸ among other things, that the Master Lease should be recharacterized as a financing arrangement, that the Master Lease is a lease of personal property, and that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent transfers. If the Master Lease is recharacterized as a financing arrangement, Windstream would be deemed the true owner of the property subject to the Master Lease, and Uniti would be treated as a creditor of Windstream rather than as a landlord, which could significantly affect current payments to us under the Master Lease, the ultimate treatment of our claims (including potentially through changing our status to that of a creditor that would share in creditor recoveries from the estate rather than receive rent payments) and our status as a REIT. If the Master Lease is determined to be a lease of personal property, the deadline for Windstream Holdings to assume or reject the Master Lease would be the confirmation of its plan by the bankruptcy court, and Windstream may seek from the bankruptcy court relief from its current performance obligations during the bankruptcy case. If the constructive fraudulent transfer claim is successful, Uniti may be required to repay Windstream the amount of rent payments and tenant capital improvements since at least the third quarter of 2017. In parallel with this filing, Windstream Holdings also filed a motion to stay the deadline under which Windstream must assume or reject the Master Lease pending the resolution of issues raised in the complaint. A mediation of these claims is ongoing in Windstream’s bankruptcy. In connection with the mediation, Uniti has agreed to an extension of the assumption deadline for the Master Lease to December 7, 2019. In exchange,

Windstream has provided certain assurances regarding the continued payment of rent pursuant to the Master Lease during the extension period and following the expiration of the extension period, Windstream will continue to make payments under the Master Lease as they come due, unless and until Windstream obtains an order from the bankruptcy court permitting cessation of such payments.

We believe that it is unlikely that a court will determine that the Master Lease should be recharacterized as a financing transaction, that the Master Lease is a lease of personal property, or that rent payments and tenant capital improvements made by Windstream under the Master Lease since at least the third quarter of 2017 constitute constructive fraudulent transfers. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, have not yet determined what effect these claims will have, if any, on our financial position or results of operations. As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet. However, it is difficult to predict what could occur in Windstream’s bankruptcy restructuring, including any judicial decisions in respect of claims against us by Windstream or its creditors. Any adverse determination or judicial decision could have a material adverse effect on our business, financial position or results of operations.

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 asserts 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 2015 Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream. SLF seeks compensatory and punitive damages, as well as reformation of the purchase agreement for the sale. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations. On September 26, 2019, the case was transferred to United States District Court for the District of Delaware. As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet.

On October 25, 2019, Ibrahim E. Safadi filed a putative class action in the U.S. District Court for the Eastern District of Arkansas against the Company and certain of our officers alleging violations of federal securities laws. The putative class action seeks to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The lawsuit asserts violations 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 that the Spin-Off and entry in the Master Lease violated certain debt covenants of Windstream. The lawsuit seeks class certification, unspecified monetary damages, costs and attorneys’ fees and other relief. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations. As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet.

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 Condensed Consolidated Balance Sheet as of September 30, 2019.

Accumulated Other Comprehensive (Loss) Income

9 Months Ended

Sep. 30, 2019

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Accumulated Other Comprehensive (Loss) Income

Note 14. Accumulated Other Comprehensive (Loss) Income

Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,					Nine Months Ended September 30,
(Thousands)	2019			2018		2019			2018
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period attributable to common shareholders	$	(18,960	)	$	55,074	$	30,042		$	6,351
Other comprehensive (loss) income before reclassifications		(7,906	)		7,651		(53,989	)		53,968
Amounts reclassified from accumulated other comprehensive income		(739	)		93		(4,705	)		3,649
Balance at end of period		(27,605	)		62,818		(28,652	)		63,968
Less: Other comprehensive (loss) income attributable to noncontrolling interest		(153	)		179		(1,200	)		1,329
Balance at end of period attributable to common shareholders		(27,452	)		62,639		(27,452	)		62,639
Foreign currency translation gain (loss):
Balance at beginning of period attributable to common shareholders		-			1,163		63			1,470
Translation adjustments		-			2,547		-			2,233
Amounts reclassified from accumulated other comprehensive income		-		-			(63	)	-
Balance at end of period		-			3,710		-			3,703
Less: Other comprehensive income attributable to noncontrolling interest		-			58		-			51
Balance at end of period attributable to common shareholders		-			3,652		-			3,652
Accumulated other comprehensive income at end of period	$	(27,452	)	$	66,291	$	(27,452	)	$	66,291

Capital Stock

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Capital Stock

Note 15. Capital Stock

Until June 15, 2019, we had an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time. Under the Registration Statement, we established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock having an aggregate offering price of up to $250.0 million. As of September 30, 2019, the Company has issued and sold an aggregate of 6.7 million shares of common stock at a weighted average price of $19.92 per share under the ATM Program, receiving net proceeds of $131.2 million, after commissions of $1.7 million and other offering costs. The ATM Program is currently suspended following the June 15, 2019 expiration of the Registration Statement.

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.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Going Concern

Concentration of Credit Risks

Straight-Line Revenue Receivable

Exchangeable Notes and Related Transactions

Transactions are not accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’ equity. See Note 8.

Reclassifications

Reclassifications—Certain prior year asset categories and related amounts in Note 7 have been reclassified to conform with current year presentation.

Transaction Related and Other Costs

Recently Issued Accounting Standards

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.

ii.

iii.

We have elected to exclude sales taxes from lease payments in arrangements where we are a lessor.

Revenues (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Revenues Disaggregated by Revenue Stream

The following table presents our revenues disaggregated by revenue stream.

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2019		2018		2019		2018
Revenue disaggregated by revenue stream
Revenue from contracts with customers
Fiber Infrastructure
Lit backhaul	$	31,449	$	32,920	$	97,055	$	99,740
Enterprise and wholesale		21,591		16,052		57,561		47,032
E-Rate and government		18,879		16,463		63,407		44,850
Other		475		887		2,158		2,755
Fiber Infrastructure	$	72,394	$	66,322	$	220,181	$	194,377
Consumer CLEC		2,729		3,365		8,663		10,752
Total revenue from contracts with customers		75,123		69,687		228,844		205,129
Revenue accounted for under other applicable guidance		188,506		182,949		560,230		541,751
Total revenue	$	263,629	$	252,636	$	789,074	$	746,880

Schedule of Contract Assets and Contract Liabilities

The following table provides information about contract assets and contract liabilities accounted for under Topic 606.

(Thousands)	Contract Assets		Contract Liabilities
Balance at December 31, 2018	$	5,540	$	15,473
Balance at September 30, 2019	$	11,116	$	14,128

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Components of Lease Income

The components of lease income for the three and nine months ended September 30, 2019 are as follows:

(Thousands)

Three Months Ended

September 30, 2019

Nine Months Ended

September 30, 2019

Lease income - operating leases

188,506

560,230

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 follows:

(Thousands)	September 30, 2019⁽¹⁾		December 31, 2018⁽²⁾
2019	$	177,639	$	724,269
2020		730,486		693,596
2021		724,909		696,713
2022		727,167		699,561
2023		730,184		702,663
Thereafter		4,983,671		4,706,951
Total lease receivables	$	8,074,056	$	8,223,753
⁽¹⁾ Total future minimum lease payments to be received include $7.2 billion relating to the Master Lease with Windstream.
⁽²⁾ Prior period amounts have not been adjusted under the modified retrospective transition approach.

Schedule of Underlying Assets under Operating Leases

The underlying assets under operating leases where we are the lessor as of September 30, 2019 are summarized as follows:

(Thousands)	September 30, 2019
Land	$	27,392
Building and improvements		340,995
Real property interest		-
Poles		257,116
Fiber		2,801,312
Equipment		345
Copper		3,774,931
Conduit		89,770
Tower assets		146,401
Capital lease assets		32,660
Other assets		10,262
		7,481,184
Less: accumulated depreciation		(4,965,928	)
Underlying assets under operating leases, net	$	2,515,256

Schedule of Depreciation Expense for Underlying Assets under Operating Leases

Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2019 is summarized as follows:

(Thousands)

Three Months Ended

September 30, 2019

Nine Months Ended

September 30, 2019

Depreciation expense for underlying assets under operating leases

73,606

224,973

Components of Lease Cost

The components of lease cost for the three and nine months ended September 30, 2019 are as follows:

(Thousands)	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Finance lease cost
Amortization of ROU assets	$	1,283		$	3,179
Interest on lease liabilities		1,571			3,192
Total finance lease cost		2,854			6,371
Operating lease cost		6,024			19,278
Short-term lease cost		522			1,451
Variable lease cost		47			304
Less sublease income		(2,479	)		(7,857	)
Total lease cost	$	6,968		$	19,547

Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases

Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee as of September 30, 2019 were as follows:

(Thousands)	Location on Condensed Consolidated Balance Sheets	September 30, 2019
Operating leases
ROU asset, net	Other assets, net	$	112,579
ROU liability	Accounts payable, accrued expenses and other liabilities, net		112,365

Finance leases
ROU asset, gross	Property, plant and equipment, net	$	129,712
ROU liability	Finance lease obligations		55,225

Weighted-average remaining lease term
Operating leases		10.4 years
Finance leases		14.0 years

Weighted-average discount rate
Operating leases			9.8	%
Finance leases			8.0	%

Schedule of Other Information Related to Leases

Other information related to leases as of September 30, 2019 are as follows:

(Thousands)	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	3,192
Operating cash flows from operating leases		20,519
Financing cash flows from finance leases		3,179

Non-cash items:
New operating leases	$	23,706
New finance leases		3,240

Future Lease Payments Under Non-Cancellable Operating and Finance Leases

Future lease payments under non-cancellable leases as of September 30, 2019 are as follows:

(Thousands)	Operating Leases			Finance Leases
2019	$	6,258		$	2,099
2020		24,159			7,598
2021		22,135			6,839
2022		19,650			6,708
2023		17,462			6,689
Thereafter		99,334			58,162
Total undiscounted lease payments	$	188,998		$	88,095
Less: imputed interest		(76,633	)		(32,870	)
Total lease liabilities	$	112,365		$	55,225

Schedule of Future Minimum Rental Payments Under Non-cancellable Operating Leases

Future minimum rental payments under non-cancellable operating leases as of December 31, 2018⁽¹⁾ were as follows:

(Thousands)
2019	$	10,585
2020		7,543
2021		4,815
2022		3,186
2023		2,382
Thereafter		15,269
Total	$	43,780
⁽¹⁾ Prior period amounts have not been adjusted under the modified retrospective transition approach.

Schedule of Future Minimum Rental Payments Under Capital Leases

Future minimum rental payments under capital leases in effect as of December 31, 2018⁽¹⁾ were as follows:

(Thousands)
2019	$	8,683
2020		7,357
2021		6,638
2022		6,484
2023		6,457
Thereafter		52,533
Total minimum payments		88,152
Less amount representing interest		(32,870	)
Total	$	55,282
⁽¹⁾ Prior period amounts have not been adjusted under the modified retrospective transition approach.

Future Sublease Rentals

Future sublease rentals as of September 30, 2019 are as follows:

(Thousands)	Sublease Rentals
2019	$	2,970
2020		9,431
2021		9,461
2022		9,493
2023		9,570
Thereafter		98,640
Total	$	139,565

Business Combinations, Asset Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2019

Bluebird Fiber Network

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:

	(thousands)
Property, plant and equipment	$	141,583
Right of use asset		5,851
Intangible asset, net		171,556
Total purchase consideration	$	318,990

Information Transport Solutions, Inc.

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following is a summary of the estimated fair values of the assets acquired and liabilities assumed:

	(thousands)
Property, plant and equipment	$	4,270
Cash and cash equivalents		5,931
Accounts receivable		3,909
Other assets		7,238
Goodwill		9,941
Intangible assets		30,254
Accounts payable, accrued expenses and other liabilities		(2,645	)
Deferred revenue		(567	)
Total purchase consideration	$	58,331

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of Fair Value Valuation of Financial Instruments

The following table summarizes the fair value of our financial instruments at September 30, 2019 and December 31, 2018:

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At September 30, 2019
Liabilities
Senior secured term loan B - variable rate, due October 24, 2022	$	1,998,748	$	-	$	1,998,748	$	-
Senior secured notes - 6.00%, due April 15, 2023		532,125		-		532,125		-
Senior unsecured notes - 8.25%, due October 15, 2023		999,000		-		999,000		-
Senior unsecured notes - 7.125%, due December 15, 2024		520,500		-		520,500		-
Exchangeable senior notes - 4.00%, due June 15, 2024		303,169		-		303,169		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		574,961		-		574,961		-
Derivative liability		27,761				27,761
Contingent consideration		11,440		-		-		11,440
Total	$	4,967,704	$	-	$	4,956,264	$	11,440

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At December 31, 2018
Assets
Derivative asset	$	31,043	$	-	$	31,043	$	-
Total	$	31,043	$	-	$	31,043	$	-

Liabilities
Senior secured term loan B - variable rate, due October 24, 2022	$	1,877,303	$	-	$	1,877,303	$	-
Senior secured notes - 6.00%, due April 15, 2023		504,625		-		504,625		-
Senior unsecured notes - 8.25%, due October 15, 2023		965,700		-		965,700		-
Senior unsecured notes - 7.125%, due December 15, 2024		496,500		-		496,500		-
Senior secured revolving credit facility, variable rate, due April 24, 2020		639,936		-		639,936		-
Contingent consideration		83,401		-		-		83,401
Total	$	4,567,465	$	-	$	4,484,064	$	83,401

Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs

The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3):

(Thousands)		December 31, 2018				Transfers into Level 3				(Gain)/Loss included in earnings				Settlements				September 30, 2019
Contingent consideration		$	83,401			$	-			$	(28,530	)		$	(43,431	)		$	11,440

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2019

Property Plant And Equipment [Abstract]

Schedule of Carrying Value of Property, Plant and Equipment

The carrying value of property, plant and equipment is as follows:

(Thousands)	Depreciable Lives			September 30, 2019			December 31, 2018
Land	Indefinite			$	28,287		$	29,304
Building and improvements	3 - 40 years				354,726			340,238
Real property interests		(1	)		3,285			34,878
Poles	30 years				257,116			248,989
Fiber	30 years				3,364,288			3,005,304
Equipment	5 - 7 years				280,781			256,838
Copper	20 years				3,774,931			3,721,649
Conduit	30 years				89,770			89,692
Tower assets	20 years				148,034			120,073
Capital lease assets		(1	)		129,712			123,017
Other assets	15 - 20 years				12,303			11,524
Corporate assets	3 - 7 years				5,014			4,214
Construction in progress		(1	)		111,115			137,585
					8,559,362			8,123,305
Less accumulated depreciation					(5,188,211	)		(4,914,299	)
Net property, plant and equipment				$	3,371,151		$	3,209,006
(1) See our Annual Report for property, plant and equipment accounting policies.

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet

The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets:

(Thousands)	Location on Condensed Consolidated Balance Sheets	September 30, 2019		December 31, 2018
Interest rate swaps	Derivative asset	$	-	$	31,043
Interest rate swaps	Derivative liability	$	27,761	$	-

Goodwill and Intangible Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Carrying Amount of Goodwill

Changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2019, are as follows:

(Thousands)	Fiber Infrastructure			Total
Goodwill at December 31, 2018	$	692,385		$	692,385
Goodwill purchase accounting adjustments - See Note 5		(1,269	)		(1,269	)
Goodwill associated with 2019 acquisitions and dispositions, net		(444	)		(444	)
Goodwill at September 30, 2019		690,672			690,672

Schedule of Carrying Value of Other Intangible Assets

The carrying value of the intangible assets is as follows:

(Thousands)	September 30, 2019								December 31, 2018
	Original Cost			Cumulative Translation Adjustment		Accumulated Amortization			Original Cost			Cumulative Translation Adjustment			Accumulated Amortization
Indefinite life intangible assets:
Trade name	$	2,000		$	-	$	-		$	2,000		$	-		$	-
Rights of Way		128,027			-		-			-			-			-

Finite life intangible assets:
Customer lists		450,597			-		(87,500	)		451,997			-			(69,393	)
Leasehold Interest		43,530			-		-			-			-			-
Tenant contracts⁽³⁾		-			-		-			37,386			411			(3,293	)
Network⁽¹⁾⁽³⁾		-			-		-			13,541			144			(1,192	)
Acquired below-market leases⁽³⁾		-			-		-			1,509			-			(289	)

Total intangible assets	$	624,154								506,988
Less: Accumulated amortization		(87,500	)							(74,167	)
Total intangible assets, net	$	536,654							$	432,821

Finite life intangible liabilities:
Acquired above-market leases⁽³⁾	$	-		$	-	$	-		$	3,440		$	(182	)	$	(624	)


Total intangible liabilities		-								3,258
Less: Accumulated amortization		-								(624	)
Total intangible liabilities, net⁽²⁾	$	-							$	2,634

(1)	Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date.

(2)	Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.

(3)	Uniti Towers’ Latin American intangible assets were sold on April 2, 2019. See Note 5.

Notes and Other Debt (Tables)

9 Months Ended

Sep. 30, 2019

Long Term Debt [Abstract]

Schedule of Notes and Other Debt

Notes and other debt is as follows:

(Thousands)	September 30, 2019			December 31, 2018
Principal amount	$	5,230,017		$	4,965,808
Less unamortized discount, premium and debt issuance costs		(219,730	)		(119,575	)
Notes and other debt less unamortized discount, premium and debt issuance costs	$	5,010,287		$	4,846,233

Notes and other debt at September 30, 2019 and December 31, 2018 consisted of the following:

	September 30, 2019					December 31, 2018
(Thousands)	Principal		Unamortized Discount, Premium and Debt Issuance Costs			Principal		Unamortized Discount, Premium and Debt Issuance Costs
Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 7.45%)	$	2,049,998		(80,528	)	$	2,065,808	$	(70,337	)
Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.29%)		550,000		(6,013	)		550,000		(7,116	)
Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%)		1,110,000		(30,383	)		1,110,000		(34,900	)
Senior unsecured notes - 7.125% due December 15, 2024		600,000		(6,540	)		600,000		(7,222	)
Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%)		345,000		(88,957	)		-		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		575,019		(7,310	)		640,000		-
Total	$	5,230,017	$	(219,730	)	$	4,965,808	$	(119,575	)

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
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+ Details

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and Diluted

The following sets forth the computation of basic and diluted earnings per share under the two-class method:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2019			2018			2019			2018
Basic earnings per share:
Numerator:
Net (loss) income attributable to shareholders	$	(19,420	)	$	4,131		$	21,739		$	1,838
Less: Income allocated to participating securities		(50	)		(395	)		(301	)		(1,264	)
Income allocated to participating securities on share settled contingent consideration arrangements		-			(260	)		-			(728	)
Dividends declared on convertible preferred stock		-			(656	)		(656	)		(1,968	)
Amortization of discount on convertible preferred stock		-			(745	)		(993	)		(2,235	)
Net (loss) income attributable to common shares	$	(19,470	)	$	2,075		$	19,789		$	(4,357	)
Denominator:
Basic weighted-average common shares outstanding		191,940			175,396			185,746			175,101
Basic earnings (loss) per common share	$	(0.10	)	$	0.01		$	0.11		$	(0.02	)

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2019			2018			2019			2018
Diluted earnings per share:
Numerator:
Net (loss) income attributable to shareholders	$	(19,420	)	$	4,131		$	21,739		$	1,838
Less: Income allocated to participating securities		(50	)		(395	)		(301	)		(1,264	)
Income allocated to participating securities on share settled contingent consideration arrangements		-			(260	)		-			(728	)
Dividends declared on convertible preferred stock		-			(656	)		(656	)		(1,968	)
Amortization of discount on convertible preferred stock		-			(745	)		(993	)		(2,235	)
Impact on if-converted dilutive securities		-			-			-			-
Net (loss) income attributable to common shares	$	(19,470	)	$	2,075		$	19,789		$	(4,357	)
Denominator:
Basic weighted-average common shares outstanding		191,940			175,396			185,746			175,101
Effect of dilutive non-participating securities		-			257			-			-
Impact on if-converted dilutive securities		-			-			-			-
Weighted-average shares for dilutive earnings per common share		191,940			175,653			185,746			175,101
Dilutive earnings (loss) per common share	$	(0.10	)	$	0.01		$	0.11		$	(0.02	)

Segment Information (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Selected financial data related to our segments is presented below for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30, 2019
(Thousands)	Leasing			Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	179,648		$	77,979	$	3,273		$	2,729	$	-		$	263,629

Adjusted EBITDA	$	178,095		$	30,536	$	(417	)	$	465	$	(6,021	)	$	202,658
Less:
Interest expense															104,655
Depreciation and amortization		70,227			28,652		1,643			594		50			101,166
Other expense, net															540
Transaction related and other costs															15,179
Gain on sale of real estate		(131	)		-		(74	)		-		-			(205	)
Stock-based compensation															2,845
Income tax benefit															(1,745	)
Net loss														$	(19,777	)

	Three Months Ended September 30, 2018
(Thousands)	Leasing		Fiber Infrastructure		Towers		Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	174,822	$	70,130	$	4,319		3,365	$	-		$	252,636

Adjusted EBITDA	$	174,123	$	28,480	$	1,213	$	765	$	(5,421	)	$	199,160
Less:
Interest expense													80,406
Depreciation and amortization		83,857		26,605		1,734		498		54			112,748
Other income, net													(1,038	)
Transaction related and other costs													2,323
Stock-based compensation													1,963
Income tax benefit													(1,466	)
Net income												$	4,224

	Nine Months Ended September 30, 2019
(Thousands)	Leasing			Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	532,773		$	236,139	$	11,499		$	8,663	$	-		$	789,074

Adjusted EBITDA	$	528,727		$	97,572	$	(134	)	$	1,676	$	(18,044	)	$	609,797
Less:
Interest expense															286,842
Depreciation and amortization		216,254			85,405		4,470			1,286		156			307,571
Other income, net															(24,848	)
Transaction related and other costs															28,883
Gain on sale of real estate		(5,091	)		-		(23,904	)		-		-			(28,995	)
Stock-based compensation															7,930
Income tax expense															10,152
Net income														$	22,262

	Nine Months Ended September 30, 2018
(Thousands)	Leasing		Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	521,481	$	204,486	$	10,161		$	10,752	$	-		$	746,880

Adjusted EBITDA	$	519,848	$	87,080	$	(417	)	$	2,606	$	(16,245	)	$	592,872
Less:
Interest expense														237,398
Depreciation and amortization		257,055		78,754		4,786			1,495		221			342,311
Other income, net														(1,574	)
Transaction related and other costs														12,025
Stock-based compensation														6,058
Income tax benefit														(5,208	)
Net income													$	1,862

Accumulated Other Comprehensive (Loss) Income (Tables)

9 Months Ended

Sep. 30, 2019

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component

Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,					Nine Months Ended September 30,
(Thousands)	2019			2018		2019			2018
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period attributable to common shareholders	$	(18,960	)	$	55,074	$	30,042		$	6,351
Other comprehensive (loss) income before reclassifications		(7,906	)		7,651		(53,989	)		53,968
Amounts reclassified from accumulated other comprehensive income		(739	)		93		(4,705	)		3,649
Balance at end of period		(27,605	)		62,818		(28,652	)		63,968
Less: Other comprehensive (loss) income attributable to noncontrolling interest		(153	)		179		(1,200	)		1,329
Balance at end of period attributable to common shareholders		(27,452	)		62,639		(27,452	)		62,639
Foreign currency translation gain (loss):
Balance at beginning of period attributable to common shareholders		-			1,163		63			1,470
Translation adjustments		-			2,547		-			2,233
Amounts reclassified from accumulated other comprehensive income		-		-			(63	)	-
Balance at end of period		-			3,710		-			3,703
Less: Other comprehensive income attributable to noncontrolling interest		-			58		-			51
Balance at end of period attributable to common shareholders		-			3,652		-			3,652
Accumulated other comprehensive income at end of period	$	(27,452	)	$	66,291	$	(27,452	)	$	66,291

Organization and Description of Business - Additional Information (Details)	9 Months Ended
	Sep. 30, 2019 Segment
Organization And Description Of Business [Line Items]
Number of operating business segments	4
Uniti Group LP
Organization And Description Of Business [Line Items]
Percentage of partnership interests owned	98.20%

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				9 Months Ended		12 Months Ended
	Jun. 28, 2019	Jun. 25, 2019	Jan. 01, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Apr. 28, 2017
Summary Of Significant Accounting Policies [Line Items]
Consolidated secured leverage ratio				500.00%
Debt instrument amount				$ 5,230,017		$ 4,965,808
Common stock aggregate at an exercise price	$ 16.42	$ 16.42
Impact of change in accounting standard, net of tax				(63,222)	$ 1,859
Maximum
Summary Of Significant Accounting Policies [Line Items]
Consolidated secured leverage ratio							500.00%
Warrants \| Maximum
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			$ 345,000
Issuance senior notes, stated percentage	4.00%			4.00%
Debt instrument, maturity date	Jun. 15, 2024			Jun. 15, 2024
Accounting Standards Update ("ASU") No. 2016-02
Summary Of Significant Accounting Policies [Line Items]
Write off adjustment to equity resulting from change in accounting standard			$ 61,500
Impact of change in accounting standard, net of tax			63,200
Right of use assets and lease liabilities			$ 1,700
Windstream \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Master lease revenue percentage				65.30%	69.60%	68.20%

Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	$ 75,123	$ 69,687	$ 228,844	$ 205,129
Total revenues	263,629	252,636	789,074	746,880
Fiber Infrastructure
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	72,394	66,322	220,181	194,377
Total revenues	77,979	70,130	236,139	204,486
Fiber Infrastructure \| Lit Backhaul
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	31,449	32,920	97,055	99,740
Fiber Infrastructure \| Enterprise and Wholesale
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	21,591	16,052	57,561	47,032
Fiber Infrastructure \| E-Rate and Government
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	18,879	16,463	63,407	44,850
Fiber Infrastructure \| Other
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	475	887	2,158	2,755
Consumer CLEC
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	2,729	3,365	8,663	10,752
Total revenues	2,729	3,365	8,663	10,752
ASU 2016-02
Disaggregation Of Revenue [Line Items]
Total revenues	$ 188,506	$ 182,949	$ 560,230	$ 541,751

Revenues - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
ASU 2016-02
Revenue Recognition [Line Items]
Lease receivables	$ 26.3	$ 26.3	$ 45.5
ASC 2014-09
Revenue Recognition [Line Items]
Receivables from contracts with customers	60.4	60.4	$ 57.1
Revenue recognized that was included in the contract liability	0.8	3.3
Future revenues under contract	598.4	598.4
Contracts currently being invoiced	526.7	526.7
Backlog for sales bookings	$ 71.7	$ 71.7
Average remaining contract term of backlog sales bookings		5 years 1 month 6 days

Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands	Sep. 30, 2019 USD ($)
Deferred Revenue Arrangement [Line Items]
Balance, Contract Assets at December 31, 2018	$ 5,540
Balance, Contract Assets at September 30, 2019	11,116
Balance, Contract Liabilities at December 31, 2018	15,473
Balance, Contract Liabilities at September 30, 2019	$ 14,128

Revenues - Additional Information (Details 1)	Sep. 30, 2019
ASC 2014-09 \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01
Revenue Recognition [Line Items]
Average remaining contract term for contracts currently billing	2 years 6 months

Leases - Additional Information (Details) $ in Millions	9 Months Ended
Leases - Additional Information (Details) $ in Millions	Sep. 30, 2019 USD ($)
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
Lessor, operating lease, existence of option to terminate [true false]	true
Lessor, lease option to terminate, description	options to terminate the leases within
Lessee, operating lease, existence of option to extend [true false]	true
Lessee, lease option to extend, description	options to extend or renew the leases for less than one year to 85 years
Lessee, operating lease, existence of option to terminate [true false]	true
Lessee, option to terminate, description	options to terminate the leases within one to six months
Short term lease commitments	$ 1.8
Minimum
Leases [Line Items]
Lessor, initial lease term	5 years
Lessor, lease renewal term	5 years
Lessor operating lease, termination	1 month
Lessee, initial lease term	1 year
Lessee, lease renewal term	1 year
Lessee, lease option to terminate, description	1 month
Maximum
Leases [Line Items]
Lessor, initial lease term	20 years
Lessor, lease renewal term	80 years
Lessor operating lease, termination	6 months
Lessee, initial lease term	30 years
Lessee, lease renewal term	85 years
Lessee, lease option to terminate, description	6 months

Leases - Components of Lease Income (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Lease income - operating leases	$ 188,506	$ 560,230

Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details) - USD ($)
$ in Thousands

Sep. 30, 2019

^[1]

Dec. 31, 2018

^[2]

Leases [Abstract]

2019

$ 177,639

$ 724,269

2020

730,486

693,596

2021

724,909

696,713

2022

727,167

699,561

2023

730,184

702,663

Thereafter

4,983,671

4,706,951

Total lease receivables

$ 8,074,056

$ 8,223,753

[1]	Total future minimum lease payments to be received include $7.2 billion relating to the Master Lease with Windstream.
[2]	Prior period amounts have not been adjusted under the modified retrospective transition approach

Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details) - USD ($)
$ in Thousands

Sep. 30, 2019

Dec. 31, 2018

^[2]

Lessee Lease Description [Line Items]

Total future minimum lease payments to be received

$ 8,074,056

^[1]

$ 8,223,753

Master Lease

Lessee Lease Description [Line Items]

Total future minimum lease payments to be received

$ 7,200,000

[1]	Total future minimum lease payments to be received include $7.2 billion relating to the Master Lease with Windstream.
[2]	Prior period amounts have not been adjusted under the modified retrospective transition approach

Leases - Schedule of Underlying Assets under Operating Leases (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	$ 7,481,184
Less: accumulated depreciation	(4,965,928)
Underlying assets under operating leases, net	2,515,256
Land
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	27,392
Building and Improvements
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	340,995
Poles
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	257,116
Fiber
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	2,801,312
Equipment
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	345
Copper
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	3,774,931
Conduit
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	89,770
Tower assets
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	146,401
Capital lease assets
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	32,660
Other assets
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	$ 10,262

Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Depreciation expense for underlying assets under operating leases	$ 73,606	$ 224,973

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Amortization of ROU assets	$ 1,283	$ 3,179
Interest on lease liabilities	1,571	3,192
Total finance lease cost	2,854	6,371
Operating lease cost	6,024	19,278
Short-term lease cost	522	1,451
Variable lease cost	47	304
Less sublease income	(2,479)	(7,857)
Total lease cost	$ 6,968	$ 19,547

Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Operating leases
ROU asset, net	$ 112,579
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets
ROU liability	$ 112,365
Operating Lease, Liability, Statement of Financial Position [Extensible List]	us-gaap:AccountsPayableAndOtherAccruedLiabilities
Finance leases
ROU asset, gross	$ 129,712
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:PropertyPlantAndEquipmentNet
ROU liability	$ 55,225	$ 55,282
Weighted-average remaining lease term
Operating leases	10 years 4 months 24 days
Finance leases	14 years
Weighted-average discount rate
Operating leases	9.80%
Finance leases	8.00%

Leases - Schedule of Other Information Related to Leases (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$ 3,192
Operating cash flows from operating leases	20,519
Financing cash flows from finance leases	3,179
Non-cash items:
New operating leases	23,706
New finance leases	$ 3,240

Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Leases [Abstract]
2019	$ 6,258
2020	24,159
2021	22,135
2022	19,650
2023	17,462
Thereafter	99,334
Total undiscounted lease payments	188,998
Less: imputed interest	(76,633)
Total lease liabilities	112,365
2019	2,099
2020	7,598
2021	6,839
2022	6,708
2023	6,689
Thereafter	58,162
Total undiscounted lease payments	88,095
Less: imputed interest	(32,870)
Total lease liabilities	$ 55,225	$ 55,282

Leases - Schedule of Future Minimum Rental Payments Under Non-cancellable Operating Leases (Details)
$ in Thousands

Dec. 31, 2018

USD ($)

^[1]

Leases [Abstract]

$ 10,585

7,543

4,815

3,186

2,382

15,269

$ 43,780

[1]	Prior period amounts have not been adjusted under the modified retrospective transition approach

Leases - Schedule of Future Minimum Rental Payments Under Capital Leases (Details)
$ in Thousands

Dec. 31, 2018

USD ($)

^[1]

Leases [Abstract]

$ 8,683

7,357

6,638

6,484

6,457

52,533

Total minimum payments

88,152

Less amount representing interest

(32,870)

Total

$ 55,282

[1]	Prior period amounts have not been adjusted under the modified retrospective transition approach

Leases - Future Sublease Rentals (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Leases [Abstract]
2019	$ 2,970
2020	9,431
2021	9,461
2022	9,493
2023	9,570
Thereafter	98,640
Total	$ 139,565

Business Combinations, Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands						3 Months Ended	9 Months Ended
	Aug. 30, 2019 USD ($) mi	May 23, 2019 USD ($)	Apr. 02, 2019 USD ($)	Mar. 25, 2019 USD ($)	Oct. 19, 2018 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Net loss on sale of operations							$ 2,242
Goodwill							690,672	$ 692,385
Sale of portfolio, cash consideration		$ 30,700					2,900
Sale of portfolio, pre-tax gain		$ 5,000
Reduction of purchase price and goodwill							(1,269)
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						$ 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
Bluebird Fiber Network
Business Acquisition [Line Items]
Number of fiber stand miles \| mi	178,000
Purchase consideration	$ 319,000
Cash paid for business acquisition	175,000
Prepaid rent to be transferred for consideration	144,000
Intangible asset acquired	171,556
Bluebird Fiber Network \| Leasehold Interest
Business Acquisition [Line Items]
Intangible asset acquired	$ 43,500
Acquired finite-lived intangible assets, weighted average useful life	25 years
Bluebird Fiber Network \| Rights of Way
Business Acquisition [Line Items]
Intangible asset acquired	$ 128,100
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]
Cash paid for business acquisition					$ 58,300
Intangible asset acquired					30,254
Goodwill					$ 9,941
Business acquisition date							Oct. 19, 2018
Percentage of equity acquired					100.00%
Reduction of purchase price and goodwill						$ (1,300)
Information Transport Solutions, Inc. \| Customer Relationships
Business Acquisition [Line Items]
Intangible asset acquired					$ 30,300
Acquired finite-lived intangible assets, weighted average useful life					14 years

Business Combinations, Asset Acquisitions and Dispositions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Aug. 30, 2019	Dec. 31, 2018	Oct. 19, 2018
Business Acquisition [Line Items]
Goodwill	$ 690,672		$ 692,385
Bluebird Fiber Network
Business Acquisition [Line Items]
Property, plant and equipment		$ 141,583
Right of use asset		5,851
Intangible asset, net		171,556
Total purchase consideration		$ 318,990
Information Transport Solutions, Inc.
Business Acquisition [Line Items]
Property, plant and equipment				$ 4,270
Cash and cash equivalents				5,931
Accounts receivable				3,909
Other assets				7,238
Goodwill				9,941
Intangible asset, net				30,254
Accounts payable, accrued expenses and other liabilities				(2,645)
Deferred revenue				(567)
Total purchase consideration				$ 58,331

Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets
Derivative asset		$ 31,043
Total		31,043
Liabilities
Derivative liability	$ 27,761
Contingent consideration	11,440	83,401
Total	4,967,704	4,567,465
Prices with Other Observable Inputs (Level 2)
Assets
Derivative asset		31,043
Total		31,043
Liabilities
Derivative liability	27,761
Total	4,956,264	4,484,064
Prices with Unobservable Inputs (Level 3)
Liabilities
Contingent consideration	11,440	83,401
Total	11,440	83,401
Senior Secured Term Loan B Facility
Liabilities
Senior secured loan	1,998,748	1,877,303
Senior Secured Term Loan B Facility \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior secured loan	1,998,748	1,877,303
6.00% Senior Secured Notes
Liabilities
Senior notes	532,125	504,625
6.00% Senior Secured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	532,125	504,625
8.25% Senior Unsecured Notes
Liabilities
Senior notes	999,000	965,700
8.25% Senior Unsecured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	999,000	965,700
7.125% Senior Unsecured Notes
Liabilities
Senior notes	520,500	496,500
7.125% Senior Unsecured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	520,500	496,500
Senior Secured Revolving Credit Facility
Liabilities
Senior secured loan	574,961	639,936
Senior Secured Revolving Credit Facility \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior secured loan	574,961	$ 639,936
Exchangeable Senior Notes - 4.00%, due June 15, 2024
Liabilities
Senior notes	303,169
Exchangeable Senior Notes - 4.00%, due June 15, 2024 \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	$ 303,169

Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details)				9 Months Ended	12 Months Ended
	Jun. 28, 2019	Jun. 24, 2019	Mar. 18, 2019	Sep. 30, 2019	Dec. 31, 2018
6.00% Senior Secured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage				6.00%	6.00%
Debt instrument, maturity date				Apr. 15, 2023	Apr. 15, 2023
8.25% Senior Unsecured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage				8.25%	8.25%
Debt instrument, maturity date				Oct. 15, 2023	Oct. 15, 2023
7.125% Senior Unsecured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage				7.125%	7.125%
Debt instrument, maturity date				Dec. 15, 2024	Dec. 15, 2024
Exchangeable Senior 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 Term Loan B Facility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, maturity date			Oct. 24, 2022	Oct. 24, 2022	Oct. 24, 2022
Senior Secured Revolving Credit Facility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, maturity date		Apr. 24, 2022		Apr. 24, 2022	Apr. 24, 2020

Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jan. 04, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Aug. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount of outstanding notes and other debt		$ 5,230,017	$ 5,230,017		$ 4,965,808
Estimated fair value of future contingent consideration		11,440	11,440		$ 83,401
Payments of contingent consideration			32,253	$ 18,640
Increase (decrease) in fair value of contingent consideration liability		(3,000)	(28,530)	(687)
Tower Cloud, Inc.
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Estimated fair value of future contingent consideration		11,400	11,400
Payments of contingent consideration			32,200	$ 18,600
Tower Cloud, Inc. \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Percentage of aggregate amount of contingent consideration payments						50.00%
Hunt Telecommunications, LLC
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration settled through issuance of common shares	645,385
Contingent consideration settled through issuance of common shares, fair value	$ 11,200
Prices with Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Notes and other debt, fair value		$ 4,970,000	$ 4,970,000

Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Fair Value Disclosures [Abstract]
Contingent consideration, beginning balance	$ 83,401
(Gain)/Loss included in earnings	(28,530)
Settlements	(43,431)
Contingent consideration, ending balance	$ 11,440

Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 8,559,362	$ 8,123,305
Less accumulated depreciation	(5,188,211)	(4,914,299)
Net property, plant and equipment	3,371,151	3,209,006
Land
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	28,287	29,304
Building and Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 354,726	340,238
Building and Improvements \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	3 years
Building and Improvements \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	40 years
Real Property Interests
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 3,285	34,878
Poles
Property Plant And Equipment [Line Items]
Depreciable Lives	30 years
Property, plant and equipment, gross	$ 257,116	248,989
Fiber
Property Plant And Equipment [Line Items]
Depreciable Lives	30 years
Property, plant and equipment, gross	$ 3,364,288	3,005,304
Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 280,781	256,838
Equipment \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	5 years
Equipment \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	7 years
Copper
Property Plant And Equipment [Line Items]
Depreciable Lives	20 years
Property, plant and equipment, gross	$ 3,774,931	3,721,649
Conduit
Property Plant And Equipment [Line Items]
Depreciable Lives	30 years
Property, plant and equipment, gross	$ 89,770	89,692
Tower assets
Property Plant And Equipment [Line Items]
Depreciable Lives	20 years
Property, plant and equipment, gross	$ 148,034	120,073
Capital Lease Assets
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	129,712	123,017
Other assets
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 12,303	11,524
Other assets \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	15 years
Other assets \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	20 years
Corporate assets
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 5,014	4,214
Corporate assets \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	3 years
Corporate assets \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	7 years
Construction in progress
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 111,115	$ 137,585

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property Plant And Equipment [Abstract]
Depreciation expense	$ 94.9	$ 106.5	$ 288.9	$ 323.4

Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($)					3 Months Ended		9 Months Ended
	Jun. 28, 2019	Jun. 27, 2019	Jun. 25, 2019	Apr. 27, 2015	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Unrealized gain (loss) on derivative instruments					$ (7,900,000)	$ 7,600,000	$ (54,000,000.0)	$ 54,000,000.0
Interest expense					104,655,000	80,406,000	286,842,000	237,398,000
Ineffective portion of change in fair value derivatives					0	0	0	0
Amounts reported in AOCI that will be reclassified into interest expense during the next twelve months					3,000,000.0		$ 3,000,000.0
Common stock aggregate at an exercise price	$ 16.42		$ 16.42
Warrants expiring period							2024-09
Proceeds from offering and sale of warrants							$ 50,819,000
Exchangeable Senior Notes - 4.00%, due June 15, 2024
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Net proceeds from offering of exchangeable notes		$ 70,000,000.0
Reclassification Out of Other Comprehensive Income \| Designated as Cash Flow Hedges
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Interest expense					$ 700,000	$ 100,000	$ 4,700,000	$ 3,700,000
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				$ 2,050,000,000.00
Derivative, maturity date				Oct. 24, 2022
Derivative, weighted average fixed rate paid				2.105%
Interest Rate Swap \| Minimum
Derivative Instruments And Hedging Activities Disclosures [Line Items]
LIBOR, variable rate				1.00%

Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Derivatives Fair Value [Line Items]
Derivative asset		$ 31,043
Derivative liability	$ 27,761
Interest Rate Swap
Derivatives Fair Value [Line Items]
Derivative asset		$ 31,043
Derivative liability	$ 27,761

Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Goodwill [Line Items]
Goodwill at December 31, 2018	$ 692,385
Goodwill purchase accounting adjustments	(1,269)
Goodwill associated with 2019 acquisitions and dispositions, net	(444)
Goodwill at September 30, 2019	690,672
Fiber Infrastructure
Goodwill [Line Items]
Goodwill at December 31, 2018	692,385
Goodwill purchase accounting adjustments	(1,269)
Goodwill associated with 2019 acquisitions and dispositions, net	(444)
Goodwill at September 30, 2019	$ 690,672

Goodwill and Intangible Assets and Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Aug. 30, 2019	Dec. 31, 2018
Goodwill And Intangible Assets And Liabilities [Line Items]
Goodwill	$ 690,672		$ 690,672			$ 692,385
Remaining weighted average amortization period of intangible assets			18 years 3 months 18 days
Amortization	6,300	$ 6,300	$ 18,600	$ 19,000
Estimated amortization expense for 2019	26,000		26,000
Estimated amortization expense for 2020	25,500		25,500
Estimated amortization expense for 2021	24,700		24,700
Estimated amortization expense for 2022	24,600		24,600
Estimated amortization expense for 2023	24,600		24,600
Uniti Fibers Midwest \| MIP
Goodwill And Intangible Assets And Liabilities [Line Items]
Goodwill	$ 2,200		$ 2,200		$ 2,200

Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2018

Sep. 30, 2019

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Total intangible assets, Original Cost

$ 506,988

$ 624,154

Less: Accumulated amortization

(74,167)

(87,500)

Total intangible assets, net

432,821

536,654

Trade Names

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Indefinite life intangible assets, Original Cost

2,000

Rights of Way

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Indefinite life intangible assets, Original Cost

128,027

Customer Lists

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

451,997

450,597

Less: Accumulated amortization

(69,393)

(87,500)

Tenant Contracts

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

^[1]

37,386

Less: Accumulated amortization

^[1]

(3,293)

Finite life intangible assets, Cumulative translation adjustment

^[1]

411

Leasehold Interest

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

$ 43,530

Network

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

^[1],[2]

13,541

Less: Accumulated amortization

^[1],[2]

(1,192)

Finite life intangible assets, Cumulative translation adjustment

^[1],[2]

144

Acquired Below-market Leases

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

^[1]

1,509

Less: Accumulated amortization

^[1]

(289)

Above Market Leases [Member]

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Acquired above-market leases(3)

^[1]

3,440

Finite life intangible liabilities, Cost

3,258

Less: Accumulated amortization

(624)

Total intangible liabilities, net

^[3]

2,634

Finite life intangible liabilities, Cumulative translation adjustment

^[1]

$ (182)

[1]	Uniti Towers’ Latin American intangible assets were sold on April 2, 2019. See Note 5.
[2]	Reflects the potential to lease additional tower capacity on the existing towers due to their geographical location and capacity that currently exists on these towers as of the valuation date.
[3]	Recorded in accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.

Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jun. 24, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Principal amount of notes and other debt	$ 5,230,017		$ 4,965,808
Less unamortized discount, premium and debt issuance costs	(219,730)		(119,575)
Notes and other debt less unamortized discount, premium and debt issuance costs	5,010,287		4,846,233
Senior Secured Term Loan B Facility
Debt Instrument [Line Items]
Principal amount of notes and other debt	2,049,998		2,065,808
Less unamortized discount, premium and debt issuance costs	(80,528)		(70,337)
Senior Secured Notes - 6.00% Due April 15, 2023
Debt Instrument [Line Items]
Principal amount of notes and other debt	550,000		550,000
Less unamortized discount, premium and debt issuance costs	(6,013)		(7,116)
Senior Unsecured Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Principal amount of notes and other debt	1,110,000		1,110,000
Less unamortized discount, premium and debt issuance costs	(30,383)		(34,900)
Senior Unsecured Notes - 7.125% Due December 15, 2024
Debt Instrument [Line Items]
Principal amount of notes and other debt	600,000		600,000
Less unamortized discount, premium and debt issuance costs	(6,540)		(7,222)
Senior Unsecured Notes - 4.00%, Due June 15, 2024
Debt Instrument [Line Items]
Principal amount of notes and other debt	345,000
Less unamortized discount, premium and debt issuance costs	(88,957)
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount of notes and other debt	575,019	$ 575,900	$ 640,000
Less unamortized discount, premium and debt issuance costs	$ (7,310)

Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details)			9 Months Ended	12 Months Ended
	Jun. 24, 2019	Mar. 18, 2019	Sep. 30, 2019	Dec. 31, 2018
Senior Secured Term Loan B Facility
Debt Instrument [Line Items]
Debt instrument, maturity date		Oct. 24, 2022	Oct. 24, 2022	Oct. 24, 2022
Debt instrument, imputed interest rate			7.45%	7.45%
Senior Secured Notes - 6.00% Due April 15, 2023
Debt Instrument [Line Items]
Debt instrument, maturity date			Apr. 15, 2023	Apr. 15, 2023
Debt instrument, imputed interest rate			6.29%	6.29%
Issuance senior notes, stated percentage			6.00%	6.00%
Senior Unsecured Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Debt instrument, maturity date			Oct. 15, 2023	Oct. 15, 2023
Debt instrument, imputed interest rate			9.06%	9.06%
Issuance senior notes, stated percentage			8.25%	8.25%
Senior Unsecured Notes - 7.125% Due December 15, 2024
Debt Instrument [Line Items]
Debt instrument, maturity date			Dec. 15, 2024	Dec. 15, 2024
Issuance senior notes, stated percentage			7.125%	7.125%
Senior Unsecured Notes - 4.00%, Due June 15, 2024
Debt Instrument [Line Items]
Debt instrument, maturity date			Jun. 15, 2024
Debt instrument, imputed interest rate			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, 2020

Notes and Other Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands								3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 28, 2019	Jun. 24, 2019	Mar. 18, 2019	May 08, 2017	Dec. 15, 2016	Jun. 09, 2016	Apr. 25, 2015	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Apr. 28, 2017	Apr. 24, 2015
Debt Instrument [Line Items]
Debt instrument amount								$ 5,230,017		$ 5,230,017		$ 4,965,808
Consolidated secured leverage ratio								500.00%		500.00%
Percentage of pay cash dividends in excess of taxable income			90.00%
Repayments of debt										$ 15,810	$ 15,810
Amortization of deferred financing costs								$ 4,300	$ 3,700	$ 11,800	$ 11,000
Maximum
Debt Instrument [Line Items]
Consolidated secured leverage ratio													500.00%
Consolidated total leverage ratio													650.00%
Maximum \| Pro Forma
Debt Instrument [Line Items]
Consolidated secured leverage ratio													400.00%
CSL Capital, LLC
Debt Instrument [Line Items]
Debt instrument, debt default, description of violation or event of default										In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity.
Debt Instrument, debt default, amount													$ 75,000
Senior Secured Term Loan B Facility
Debt Instrument [Line Items]
Debt instrument amount								$ 2,049,998		$ 2,049,998		$ 2,065,808
Debt instrument, maturity date			Oct. 24, 2022							Oct. 24, 2022		Oct. 24, 2022
Debt discount amortized to interest expense effective interest rate								7.45%		7.45%		7.45%
Senior Secured Term Loan B Facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			5.00%
Issuance senior notes, floor rate			1.00%
Debt instrument, increase in basis spread on variable rate			2.00%
Senior Secured Term Loan B Facility \| CSL Capital, LLC
Debt Instrument [Line Items]
Issuance of senior notes, principal amount								$ 2,140,000		$ 2,140,000
Debt amortization percentage								1.00%		1.00%
Senior Secured Term Loan B Facility \| CSL Capital, LLC \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate										5.00%
Senior Secured Term Loan B Facility \| CSL Capital, LLC \| Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Issuance senior notes, stated percentage								1.00%		1.00%
Senior Secured Notes - 6.00% Due April 15, 2023
Debt Instrument [Line Items]
Debt instrument amount								$ 550,000		$ 550,000		$ 550,000
Debt instrument, maturity date										Apr. 15, 2023		Apr. 15, 2023
Issuance senior notes, stated percentage								6.00%		6.00%		6.00%
Debt discount amortized to interest expense effective interest rate								6.29%		6.29%		6.29%
Senior Secured Notes - 6.00% Due April 15, 2023 \| CSL Capital, LLC
Debt Instrument [Line Items]
Issuance of senior notes, principal amount						$ 150,000		$ 550,000		$ 550,000				$ 400,000
Notes issued price percentage at par						99.25%	100.00%
Senior Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Debt instrument amount								$ 1,110,000		$ 1,110,000
Debt instrument, maturity date										Oct. 15, 2023
Issuance senior notes, stated percentage								8.25%		8.25%
Senior Unsecured Notes - 7.125% Due December 15, 2024
Debt Instrument [Line Items]
Debt instrument amount								$ 600,000		$ 600,000		$ 600,000
Debt instrument, maturity date										Dec. 15, 2024		Dec. 15, 2024
Issuance senior notes, stated percentage								7.125%		7.125%		7.125%
Senior Unsecured Notes - 7.125% Due December 15, 2024 \| CSL Capital, LLC
Debt Instrument [Line Items]
Debt instrument amount								$ 600,000		$ 600,000
Issuance of senior notes, principal amount				$ 200,000	$ 400,000
Notes issued price percentage at par				100.50%	100.00%
Exchangeable Notes
Debt Instrument [Line Items]
Debt instrument amount	$ 345,000							$ 345,000		$ 345,000
Debt instrument, maturity date	Jun. 15, 2024									Jun. 15, 2024
Issuance senior notes, stated percentage	4.00%							4.00%		4.00%
Issuance of senior notes, principal amount	$ 345,000
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
Debt issuance costs payable to third party	1,400
Debt issuance cost attributable to equity component	2,900
Equity component value of convertible note issuance, net	80,800
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument amount		$ 575,900						$ 575,019		$ 575,019		$ 640,000
Debt instrument, maturity date		Apr. 24, 2022								Apr. 24, 2022		Apr. 24, 2020
Debt instrument, payable pursuant to fifth amendment		$ 101,600
Debt instrument, non extended maturity amount		$ 72,400
Repayments of debt	$ 174,000
Senior Secured Revolving Credit Facility \| Minimum \| Base Rate
Debt Instrument [Line Items]
Issuance senior notes, stated percentage		2.75%
Senior Secured Revolving Credit Facility \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Issuance senior notes, stated percentage		3.75%
Senior Secured Revolving Credit Facility \| Maximum \| Base Rate
Debt Instrument [Line Items]
Issuance senior notes, stated percentage		3.25%
Senior Secured Revolving Credit Facility \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Issuance senior notes, stated percentage		4.25%
Senior Secured Revolving Credit Facility \| CSL Capital, LLC \| Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate										1.75%
Senior Secured Revolving Credit Facility \| CSL Capital, LLC \| Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate										2.25%
Senior Unsecured Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Debt instrument amount								$ 1,110,000		$ 1,110,000		$ 1,110,000
Debt instrument, maturity date										Oct. 15, 2023		Oct. 15, 2023
Issuance senior notes, stated percentage								8.25%		8.25%		8.25%
Debt discount amortized to interest expense effective interest rate								9.06%		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
Notes issued price percentage at par							97.055%

Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Jan. 04, 2019	May 02, 2016	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Preferred stock, par value			$ 0.0001		$ 0.0001		$ 0.0001
Exchangeable Notes \| Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted earnings per share			27,758,769		27,758,769
Non-Participating Securities \| Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted earnings per share			517,060		517,060
PEG Bandwidth, LLC \| Series A Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Percentage of dividend rate on convertible preferred stock		3.00%
Preferred stock, par value		$ 0.0001
Hunt Telecommunications, LLC
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Contingent consideration settled through issuance of common shares	645,385
Contingent consideration settled through issuance of common shares, fair value	$ 11.2
Hunt Telecommunications, LLC \| Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted earnings per share				632,484		632,484

Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net (loss) income attributable to shareholders	$ (19,420)	$ 4,131	$ 21,739	$ 1,838
Less: Income allocated to participating securities	(50)	(395)	(301)	(1,264)
Income allocated to participating securities on share settled contingent consideration arrangements		(260)		(728)
Dividends declared on convertible preferred stock		(656)	(656)	(1,968)
Amortization of discount on convertible preferred stock		(745)	(993)	(2,235)
Net (loss) income attributable to common shareholders	$ (19,470)	$ 2,075	$ 19,789	$ (4,357)
Denominator:
Basic weighted-average common shares outstanding	191,940	175,396	185,746	175,101
Basic earnings (loss) per common share	$ (0.10)	$ 0.01	$ 0.11	$ (0.02)
Numerator:
Net (loss) income attributable to shareholders	$ (19,420)	$ 4,131	$ 21,739	$ 1,838
Less: Income allocated to participating securities	(50)	(395)	(301)	(1,264)
Income allocated to participating securities on share settled contingent consideration arrangements		(260)		(728)
Dividends declared on convertible preferred stock		(656)	(656)	(1,968)
Amortization of discount on convertible preferred stock		(745)	(993)	(2,235)
Net (loss) income attributable to common shares	$ (19,470)	$ 2,075	$ 19,789	$ (4,357)
Denominator:
Basic weighted-average common shares outstanding	191,940	175,396	185,746	175,101
Effect of dilutive non-participating securities		257
Weighted-average shares for dilutive earnings per common share	191,940	175,653	185,746	175,101
Dilutive earnings (loss) per common share	$ (0.10)	$ 0.01	$ 0.11	$ (0.02)

Segment Information - Additional Information (Details)	9 Months Ended
Segment Information - Additional Information (Details)	Sep. 30, 2019 Segment
Segment Reporting [Abstract]
Number of reportable business segments	4

Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Revenues	$ 263,629	$ 252,636	$ 789,074	$ 746,880
Adjusted EBITDA	202,658	199,160	609,797	592,872
Interest expense	104,655	80,406	286,842	237,398
Depreciation and amortization	101,166	112,748	307,571	342,311
Other (income) expense	540	(1,038)	(24,848)	(1,574)
Transaction related and other costs	15,179	2,323	28,883	12,025
Gain on sale of real estate	(205)		(28,995)
Stock-based compensation	2,845	1,963	7,930	6,058
Income tax expense (benefit)	(1,745)	(1,466)	10,152	(5,208)
Net (loss) income	(19,777)	4,224	22,262	1,862
Leasing
Segment Reporting Information [Line Items]
Revenues	179,648	174,822	532,773	521,481
Adjusted EBITDA	178,095	174,123	528,727	519,848
Depreciation and amortization	70,227	83,857	216,254	257,055
Gain on sale of real estate	(131)		(5,091)
Fiber Infrastructure
Segment Reporting Information [Line Items]
Revenues	77,979	70,130	236,139	204,486
Adjusted EBITDA	30,536	28,480	97,572	87,080
Depreciation and amortization	28,652	26,605	85,405	78,754
Towers
Segment Reporting Information [Line Items]
Revenues	3,273	4,319	11,499	10,161
Adjusted EBITDA	(417)	1,213	(134)	(417)
Depreciation and amortization	1,643	1,734	4,470	4,786
Gain on sale of real estate	(74)		(23,904)
Consumer CLEC
Segment Reporting Information [Line Items]
Revenues	2,729	3,365	8,663	10,752
Adjusted EBITDA	465	765	1,676	2,606
Depreciation and amortization	594	498	1,286	1,495
Corporate
Segment Reporting Information [Line Items]
Adjusted EBITDA	(6,021)	(5,421)	(18,044)	(16,245)
Depreciation and amortization	$ 50	$ 54	$ 156	$ 221

Commitments and Contingencies - Additional Information (Details)	Sep. 30, 2019 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Obligations under tax matters agreement	$ 0

Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders			$ (1,585,578)
Changes in foreign currency translation		$ 2,547	(63)	$ 2,233
Balance at end of period attributable to common shareholders	$ (1,521,429)		(1,521,429)
Accumulated other comprehensive income at end of period	(27,452)	66,291	(27,452)	66,291	$ 30,105
Cash Flow Hedge Changes in Fair Value Gain (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders	(18,960)	55,074	30,042	6,351
Other comprehensive (loss) income before reclassifications	(7,906)	7,651	(53,989)	53,968
Amounts reclassified from accumulated other comprehensive income	(739)	93	(4,705)	3,649
Balance at end of period	(27,605)	62,818	(28,652)	63,968
Less: Other comprehensive (loss) income attributable to noncontrolling interest	(153)	179	(1,200)	1,329
Balance at end of period attributable to common shareholders	$ (27,452)	62,639	(27,452)	62,639
Foreign Currency Translation Gain (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders		1,163	63	1,470
Changes in foreign currency translation		2,547		2,233
Amounts reclassified from accumulated other comprehensive income			$ (63)
Balance at end of period		3,710		3,703
Less: Other comprehensive (loss) income attributable to noncontrolling interest		58		51
Balance at end of period attributable to common shareholders		$ 3,652		$ 3,652

Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Jul. 02, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Schedule Of Capitalization Equity [Line Items]
Aggregate offering price of common stock		$ 19	$ 19		$ 18
Issued and sold common stock shares		192,138,000	192,138,000		180,536,000
Proceeds from issuance of common stock, net of issuance costs			$ 21,641	$ 64,423
Stock issued during period, value, conversion of convertible securities		$ 87,500	$ 87,500
Common Stock
Schedule Of Capitalization Equity [Line Items]
Stock issued during period conversion of convertible securities	8,677,163	8,677,163	8,677,163
Stock issued during period, value, conversion of convertible securities	$ 87,500	$ 1	$ 1
Common Stock \| PEG Bandwidth, LLC \| Series A Convertible Preferred Stock
Schedule Of Capitalization Equity [Line Items]
Number of shares converted	87,500
ATM Program
Schedule Of Capitalization Equity [Line Items]
Proceeds from issuance of common stock, net of issuance costs			131,200
Payments for stock issuance costs, commissions			1,700
ATM Program \| Maximum
Schedule Of Capitalization Equity [Line Items]
Aggregate offering price of common stock		$ 250,000	$ 250,000
ATM Program \| Common Stock
Schedule Of Capitalization Equity [Line Items]
Issued and sold common stock shares		6,700,000	6,700,000
Weighted average price per share			$ 19.92