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Uniti Group Inc. To Report Second Quarter 2024 Financial Results and Host Conference Call
GlobeNewswire News Room· 2024-07-01 20:15
LITTLE ROCK, Ark., July 01, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. ("Uniti") (Nasdaq: UNIT) announced today that it will report its second quarter 2024 financial results prior to the opening of trading on the Nasdaq Stock Exchange on August 1, 2024. A conference call to discuss those earnings will be held the same day at 8:30 AM Eastern Time. The conference call will be webcast live on Uniti's Investor Relations website at investor.uniti.com. Those parties interested in participating via telephone may re ...
HOUSTON AMERICAN ENERGY ANNOUNCES DRILLING PLANS ON FINKLE UNIT IN REEVES COUNTY
GlobeNewswire News Room· 2024-06-17 21:00
Houston, TX., June 17, 2024 (GLOBE NEWSWIRE) -- Houston American Energy Corp. (NYSE American: HUSA) today announced plans to participate in the drilling of six wells, each well consisting of an approximate 3 mile lateral, on the State Finkle Unit in the Wolfcamp formation in Reeves County, Texas. EOG Resources will act as operator of the unit and is the principal working interest owner in the unit. The unit includes acreage subject to our existing O'Brien lease. We will hold an approximately 0.0078 working ...
Uniti Group Inc. to Present at the Nareit 2024 REITweek Investor Conference
globenewswire.com· 2024-05-29 20:15
LITTLE ROCK, Ark., May 29, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. ("Uniti") (Nasdaq: UNIT) announced today that its President and Chief Executive Officer, Kenny Gunderman, and Vice President, Investor Relations & Treasury, Bill DiTullio, are scheduled to present at the Nareit 2024 REITweek Investor Conference. The presentation is scheduled for 9:30 AM EDT on June 5, 2024 in New York, NY. You may access a live webcast of the event on Uniti's Investor Relations website at investor.uniti.com. The webcast wi ...
Uniti Group Inc. to Present at the TD Cowen 52nd Annual Technology, Media and Telecom Conference
Newsfilter· 2024-05-22 20:15
Core Insights - Uniti Group Inc. will present at the TD Cowen 52nd Annual Global Technology, Media and Telecom Conference on May 29, 2024, at 9:40 AM EDT [1] - The presentation will be accessible via a live webcast on Uniti's Investor Relations website, with a replay available for a limited time [2] Company Overview - Uniti is an internally managed real estate investment trust focused on acquiring and constructing mission-critical communications infrastructure [3] - As of March 31, 2024, Uniti owns approximately 141,000 fiber route miles and 8.5 million fiber strand miles across the United States [3]
Uniti Group Inc. to Present at the TD Cowen 52nd Annual Technology, Media and Telecom Conference
globenewswire.com· 2024-05-22 20:15
LITTLE ROCK, Ark., May 22, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. ("Uniti") (Nasdaq: UNIT) announced today that its President and Chief Executive Officer, Kenny Gunderman, and Senior Vice President, Chief Financial Officer and Treasurer, Paul Bullington, are scheduled to present at the TD Cowen 52nd Annual Global Technology, Media and Telecom Conference. The presentation is scheduled for 9:40 AM EDT on May 29, 2024 in New York, NY. You may access a live webcast of the event on Uniti's Investor Relations ...
Uniti(UNIT) - 2024 Q1 - Quarterly Report
2024-05-03 20:22
PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents the unaudited condensed consolidated financial statements and accompanying notes for the period **Condensed Consolidated Balance Sheets (March 31, 2024 vs. December 31, 2023)** | Metric | March 31, 2024 (Thousands) | December 31, 2023 (Thousands) | | :-------------------------------- | :--------------------------- | :---------------------------- | | Total Assets | $4,984,569 | $5,025,129 | | Total Liabilities | $7,462,052 | $7,509,250 | | Total Shareholders' Deficit | $(2,477,483) | $(2,484,121) | **Condensed Consolidated Statements of Income (Loss) (Three Months Ended March 31, 2024 vs. 2023)** | Metric | 2024 (Thousands) | 2023 (Thousands) | Change (YoY) | | :----------------------------------- | :--------------- | :--------------- | :----------- | | Total Revenues | $286,418 | $289,822 | $(3,404) | | Net Income (Loss) | $41,348 | $(19,211) | $60,559 | | Net Income (Loss) Attributable to Common Shareholders | $40,888 | $(19,454) | $60,342 | | Basic EPS | $0.17 | $(0.08) | $0.25 | | Diluted EPS | $0.16 | $(0.08) | $0.24 | **Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31, 2024 vs. 2023)** | Metric | 2024 (Thousands) | 2023 (Thousands) | | :----------------------------------- | :--------------- | :--------------- | | Net Cash Provided by Operating Activities | $6,190 | $14,562 | | Net Cash Used in Investing Activities | $(87,587) | $(114,374) | | Net Cash Provided by Financing Activities | $69,875 | $126,355 | | Cash, Restricted Cash and Cash Equivalents at End of Period | $50,742 | $70,346 | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures and explanations for the condensed consolidated financial statements [1. Organization and Description of Business](index=14&type=section&id=1.Organization%20and%20Description%20of%20Business) The company operates as a REIT focused on communications infrastructure through an up-REIT structure - Uniti Group Inc is an independent, internally managed real estate investment trust (REIT) focused on acquiring, constructing, and leasing mission-critical communications infrastructure, primarily fiber optic, copper, and coaxial broadband networks and data centers[29](index=29&type=chunk) - The company operates through an "up-REIT" structure, holding substantially all assets via Uniti Group LP, where Uniti Group Inc is the sole general partner, owning approximately **99.96% of partnership interests** as of March 31, 2024[30](index=30&type=chunk) [2. Basis of Presentation and Summary of Significant Accounting Policies](index=14&type=section&id=2.Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the U.S. GAAP basis for the interim statements and highlights key accounting policies - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC rules, and should be read in conjunction with the Annual Report on Form 10-K[33](index=33&type=chunk) - Restricted cash and cash equivalents represent funds that are restricted for an obligation under the ABS Loan Facility to maintain three months of interest and other expenses[34](index=34&type=chunk) - Revenue from Windstream Leases accounted for **68.8% and 66.0% of total revenue** for the three months ended March 31, 2024 and 2023, respectively, highlighting a significant concentration of credit risk[36](index=36&type=chunk) [3. Revenues](index=16&type=section&id=3.Revenues) Details the disaggregation of total revenue and discusses contract liabilities and future performance obligations **Total Revenue Disaggregation (Three Months Ended March 31, 2024 vs. 2023)** | Revenue Stream | 2024 (Thousands) | 2023 (Thousands) | | :----------------------------------- | :--------------- | :--------------- | | Revenue from contracts with customers | $58,263 | $57,902 | | Revenue accounted for under leasing guidance | $228,155 | $231,920 | | **Total Revenue** | **$286,418** | **$289,822** | - Contract liabilities (deferred revenue) decreased from $11.1 million at December 31, 2023, to **$9.5 million** at March 31, 2024, with $1.3 million recognized as revenue during the quarter[43](index=43&type=chunk)[45](index=45&type=chunk) - Future revenues from remaining performance obligations under ASC 606 totaled **$627.1 million** as of March 31, 2024, with an average remaining contract term of 3.3 years for invoiced contracts and 5.0 years for backlog[46](index=46&type=chunk) [4. Leases](index=17&type=section&id=4.Leases) Discloses lease income from operating leases and details the underlying assets **Lease Income - Operating Leases (Three Months Ended March 31)** | Year | Amount (Thousands) | | :--- | :----------------- | | 2024 | $228,155 | | 2023 | $231,920 | - Total future minimum lease payments to be received under non-cancellable operating leases as of March 31, 2024, are **$5.44 billion**, with $4.6 billion relating to the Windstream Leases[48](index=48&type=chunk) **Underlying Assets Under Operating Leases, Net (March 31, 2024 vs. December 31, 2023)** | Asset Type | March 31, 2024 (Thousands) | December 31, 2023 (Thousands) | | :-------------------------------- | :--------------------------- | :---------------------------- | | Fiber | $3,950,464 | $3,862,635 | | Copper | $3,978,023 | $3,974,410 | | Total Underlying Assets, Net | $2,991,249 | $2,938,605 | [5. Fair Value of Financial Instruments](index=19&type=section&id=5.Fair%20Value%20of%20Financial%20Instruments) Reports the fair value of the company's outstanding debt and other financial instruments - The total principal balance of outstanding notes and other debt was **$5.76 billion** at March 31, 2024, with a fair value of **$5.36 billion**, based on Level 2 inputs[57](index=57&type=chunk) - The Settlement Payable to Windstream was **$141.0 million** as of March 31, 2024, recorded at fair value using Level 2 inputs based on discounted future cash flows[58](index=58&type=chunk) [6. Property, Plant and Equipment](index=21&type=section&id=6.Property%20Plant%20and%20Equipment) Details the composition of property, plant, and equipment and related depreciation expense **Net Property, Plant and Equipment (March 31, 2024 vs. December 31, 2023)** | Asset Type | March 31, 2024 (Thousands) | December 31, 2023 (Thousands) | | :-------------------------------- | :--------------------------- | :---------------------------- | | Fiber | $4,941,964 | $4,835,623 | | Copper | $3,978,023 | $3,974,410 | | Total Net Property, Plant and Equipment | $4,042,485 | $3,982,069 | - Depreciation expense for the three months ended March 31, 2024, was **$70.1 million**, an increase from $69.3 million in the prior year[60](index=60&type=chunk) - The company completed the CableSouth Transaction on January 31, 2024, selling fiber assets and buying out a triple-net lease for $40.0 million cash, recording a **$19 million gain on sale of real estate**[62](index=62&type=chunk) [7. Derivative Instruments and Hedging Activities](index=21&type=section&id=7.Derivative%20Instruments%20and%20Hedging%20Activities) Describes the company's use of interest rate caps as cash flow hedges - On March 1, 2024, the Company entered into an interest rate cap agreement (ABS Loan Interest Rate Cap) with a notional value of **$275.0 million**, capping the 1-month SOFR at 4.50%, designated as a cash flow hedge[65](index=65&type=chunk) - The fair value of interest rate caps as a derivative asset was **$1.845 million** at March 31, 2024, compared to zero at December 31, 2023[66](index=66&type=chunk) - The company estimates that an additional **$0.4 million** will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next twelve months[66](index=66&type=chunk) [8. Goodwill and Intangible Assets and Liabilities](index=23&type=section&id=8.Goodwill%20and%20Intangible%20Assets%20and%20Liabilities) Reports the carrying amounts of goodwill and net intangible assets - Goodwill remained stable at **$157.38 million** for the Uniti Fiber segment as of March 31, 2024, with accumulated impairment charges of $515.498 million[73](index=73&type=chunk) **Intangible Assets, Net (March 31, 2024 vs. December 31, 2023)** | Asset Type | March 31, 2024 (Thousands) | December 31, 2023 (Thousands) | | :-------------------------------- | :--------------------------- | :---------------------------- | | Customer lists | $258,866 | $264,562 | | Contracts | $29,552 | $31,193 | | Underlying Rights | $9,271 | $9,360 | | **Total Intangible Assets, Net** | **$297,689** | **$305,115** | - Amortization expense for intangible assets was **$7.4 million** for both the three months ended March 31, 2024 and 2023[76](index=76&type=chunk) [9. Notes and Other Debt](index=24&type=section&id=9.Notes%20and%20Other%20Debt) Provides a detailed breakdown of the company's outstanding debt obligations **Notes and Other Debt (March 31, 2024 vs. December 31, 2023)** | Metric | March 31, 2024 (Thousands) | December 31, 2023 (Thousands) | | :-------------------------------- | :--------------------------- | :---------------------------- | | Principal Amount | $5,757,442 | $5,617,442 | | Net of Discount/Costs | $5,660,696 | $5,523,579 | - On February 23, 2024, the company entered into an ABS Loan Agreement for a secured, multi-draw term loan facility of up to **$350 million**, with an initial drawing of $275 million on March 1, 2024[86](index=86&type=chunk) - The ABS Loan Facility bears interest at a floating rate (SOFR + 3.75% or Base Rate + 2.75%), with spreads increasing after 12 and 15 months, and SOFR interest expense capped at **4.50%** via an interest rate cap[87](index=87&type=chunk) [10. Earnings Per Share](index=27&type=section&id=10.Earnings%20Per%20Share) Presents the calculation of basic and diluted earnings per share - **Basic EPS for Q1 2024 was $0.17**, up from $(0.08) in Q1 2023; **Diluted EPS for Q1 2024 was $0.16**, up from $(0.08) in Q1 2023[19](index=19&type=chunk)[96](index=96&type=chunk) - The computation of EPS uses the two-class method for time-based restricted stock awards and the "if-converted" method for Exchangeable Notes and Convertible 2027 Notes[92](index=92&type=chunk)[94](index=94&type=chunk) [11. Segment Information](index=29&type=section&id=11.Segment%20Information) Details financial performance for the Uniti Leasing and Uniti Fiber operating segments - Uniti manages operations in two reportable segments: Uniti Leasing (REIT operations, leasing communications assets) and Uniti Fiber (infrastructure solutions, cell site backhaul, dark fiber)[98](index=98&type=chunk)[99](index=99&type=chunk) **Adjusted EBITDA by Segment (Three Months Ended March 31, 2024 vs. 2023)** | Segment | 2024 (Thousands) | 2023 (Thousands) | | :---------------- | :--------------- | :--------------- | | Uniti Leasing | $210,677 | $204,966 | | Uniti Fiber | $23,838 | $33,674 | | Corporate | $(5,887) | $(7,439) | | **Total Adjusted EBITDA** | **$228,628** | **$231,201** | [12. Commitments and Contingencies](index=31&type=section&id=12.Commitments%20and%20Contingencies) Outlines significant financial commitments, primarily related to Windstream - Uniti is obligated to make **$490.1 million** in cash payments to Windstream in 20 consecutive quarterly installments, with $337.9 million paid as of March 31, 2024[105](index=105&type=chunk) - Uniti is committed to reimburse Windstream up to **$1.75 billion** for Growth Capital Improvements through 2029, with annual limits ($225M in 2024, $175M in 2025-2026, $125M in 2027-2029)[106](index=106&type=chunk) - As of March 31, 2024, Uniti reimbursed **$131.3 million** for Growth Capital Improvements during the quarter, bringing the total reimbursed to $952.4 million[106](index=106&type=chunk) [13. Accumulated Other Comprehensive Loss](index=32&type=section&id=13.Accumulated%20Other%20Comprehensive%20Loss) Reports changes in accumulated other comprehensive loss attributable to shareholders - Accumulated other comprehensive loss attributable to shareholders was **$(167) thousand** at March 31, 2024, compared to $0 at March 31, 2023, primarily due to changes in the fair value of derivative assets[109](index=109&type=chunk) [14. Subsequent Events](index=32&type=section&id=14.Subsequent%20Events) Discloses significant events after the reporting period, including the proposed merger with Windstream - On May 3, 2024, Uniti entered into a Merger Agreement with Windstream Holdings II, LLC, to combine the companies, forming "New Uniti," with Uniti and Windstream stockholders expected to hold approximately **62% and 38%** respectively[110](index=110&type=chunk)[112](index=112&type=chunk) - The merger involves a **$425 million cash payment** to Windstream equityholders, new non-voting preferred stock with an 11% dividend rate, and warrants for New Uniti Common Stock[113](index=113&type=chunk) - The merger is expected to close in 2025, subject to stockholder and regulatory approvals, and Uniti will suspend dividend payments and **cease to be a REIT post-merger**[114](index=114&type=chunk)[116](index=116&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes financial performance, liquidity, and capital resources, including key business developments and non-GAAP measures [1. Overview](index=33&type=section&id=1.Overview) Summarizes the company's business, operating segments, and recent significant developments - Uniti Group Inc is an independent, internally managed REIT focused on acquiring and constructing mission-critical communications infrastructure, operating through Uniti Leasing (REIT operations) and Uniti Fiber (infrastructure solutions)[118](index=118&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - The company's proposed merger with Windstream aims to create an integrated telecommunications company, with Uniti and Windstream stockholders holding approximately **62% and 38%** of New Uniti, respectively[127](index=127&type=chunk)[129](index=129&type=chunk) - Uniti completed the CableSouth Transaction on January 31, 2024, selling fiber assets and buying out a triple-net lease for $40.0 million cash, resulting in a **$19 million gain on sale of real estate**[140](index=140&type=chunk) [2. Results of Operations](index=37&type=section&id=2.Results%20of%20Operations) Provides a detailed comparison of operating results for the current and prior year periods **Total Revenues (Three Months Ended March 31, 2024 vs. 2023)** | Segment | 2024 (Thousands) | 2023 (Thousands) | % of Total 2024 | % of Total 2023 | | :---------------- | :--------------- | :--------------- | :-------------- | :-------------- | | Uniti Leasing | $217,621 | $210,808 | 76.0% | 72.7% | | Uniti Fiber | $68,797 | $79,014 | 24.0% | 27.3% | | **Total Revenues** | **$286,418** | **$289,822** | **100.0%** | **100.0%** | - **Net income increased significantly to $41.3 million** in Q1 2024 from a net loss of $19.2 million in Q1 2023, primarily due to a decrease in interest expense and a gain on sale of real estate[143](index=143&type=chunk) - Uniti Fiber revenues decreased by **$10.2 million**, mainly due to a $10.1 million decrease in dark fiber and small cells revenue and a $2.7 million decrease in E-rate and government revenues, partially offset by a $4.3 million increase in Enterprise and wholesale revenues[158](index=158&type=chunk) - Interest expense, net, decreased by **$25.7 million YoY**, primarily attributable to a $32.3 million loss on extinguishment of debt recognized in Q1 2023 that did not recur in Q1 2024[160](index=160&type=chunk) [3. Non-GAAP Financial Measures](index=41&type=section&id=3.Non-GAAP%20Financial%20Measures) Defines and reconciles non-GAAP financial measures such as EBITDA, FFO, and AFFO to their GAAP equivalents - The company uses non-GAAP measures like EBITDA, Adjusted EBITDA, FFO, and AFFO to supplement GAAP net income, believing they provide additional insights into operating performance for a REIT[174](index=174&type=chunk)[175](index=175&type=chunk)[178](index=178&type=chunk) **Adjusted EBITDA (Three Months Ended March 31, 2024 vs. 2023)** | Metric | 2024 (Thousands) | 2023 (Thousands) | | :---------------- | :--------------- | :--------------- | | EBITDA | $236,681 | $204,015 | | **Adjusted EBITDA** | **$228,628** | **$231,201** | **AFFO Attributable to Common Shareholders (Three Months Ended March 31, 2024 vs. 2023)** | Metric | 2024 (Thousands) | 2023 (Thousands) | | :----------------------------------- | :--------------- | :--------------- | | FFO attributable to common shareholders | $77,462 | $35,472 | | **AFFO attributable to common shareholders** | **$87,626** | **$107,393** | [4. Liquidity and Capital Resources](index=46&type=section&id=4.Liquidity%20and%20Capital%20Resources) Discusses the company's sources of liquidity, cash flows, and capital expenditure plans - Principal liquidity needs include funding operating expenses, meeting debt service obligations, funding investment activities, and making dividend distributions, alongside a **$1.75 billion commitment** for Growth Capital Improvements through 2029[182](index=182&type=chunk) - As of March 31, 2024, liquidity sources included **$50.7 million cash**, $427.0 million borrowing availability under the Revolving Credit Facility, and up to $75.0 million under the ABS Loan Facility[184](index=184&type=chunk) - Net cash provided by operating activities decreased to **$6.2 million** in Q1 2024 from $14.6 million in Q1 2023, primarily due to an increase in cash interest expense associated with secured notes[185](index=185&type=chunk) - Capital expenditures totaled **$167.9 million** in Q1 2024, including $131.3 million for Growth Capital Improvements, which are classified as success-based[200](index=200&type=chunk) - The company plans to fund the **$425 million Merger Cash Consideration** with up to $300 million of secured debt and cash on hand[196](index=196&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that there have been no material changes in market risk disclosures from the Annual Report - There have been no material changes from the information reported under Item 7A of the Annual Report[209](index=209&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Reports that disclosure controls were ineffective due to a material weakness in internal control over financial reporting - Disclosure controls and procedures were **not effective** as of March 31, 2024, due to a material weakness in internal control over financial reporting[211](index=211&type=chunk)[212](index=212&type=chunk) - The material weakness relates to ineffective controls over the annual goodwill impairment assessment, specifically a lack of sufficient personnel with appropriate technical expertise for determining the income tax impact[212](index=212&type=chunk) - Management is continuing to implement a remediation plan, expecting completion later in fiscal year 2024, and believes the Condensed Consolidated Financial Statements are prepared in accordance with US GAAP[213](index=213&type=chunk)[215](index=215&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) Refers to the financial statement notes for a description of legal proceedings - Legal proceedings are described in Note 12 - Commitments and Contingencies, and **none are believed to be material**[104](index=104&type=chunk)[218](index=218&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) Details risks related to the proposed merger, business operations, REIT status, and common stock [Risks Related to our Proposed Merger with Windstream](index=54&type=section&id=Risks%20Related%20to%20our%20Proposed%20Merger%20with%20Windstream) Outlines risks associated with the successful completion and integration of the Windstream merger - A **failure to complete the merger** could cause irreparable reputational harm and negatively impact business, operations, earnings, financial results, and the trading and pricing of common stock[219](index=219&type=chunk) - Realizing expected benefits depends on **successful and efficient integration**, which is complex and time-consuming[221](index=221&type=chunk) - The merger agreement limits Uniti's ability to pursue alternatives and could discourage competing offers, with a potential termination fee of **$55 million** payable to Windstream under certain circumstances[228](index=228&type=chunk) - Uniti shareholders may recognize **taxable gain or loss** upon exchanging Uniti shares for New Uniti shares, even without receiving cash, depending on the final merger structure[231](index=231&type=chunk)[232](index=232&type=chunk) - Post-merger, the Windstream Leases will become intercompany agreements, and New Uniti's performance will still depend on Windstream's ability to meet its lease obligations[234](index=234&type=chunk) [Risks Related to our Business](index=58&type=section&id=Risks%20Related%20to%20our%20Business) Describes operational risks including customer concentration, lease renewals, indebtedness, and internal controls - Uniti is **highly dependent on Windstream** for lease payments, which constitute a substantial portion of its revenues; a default by Windstream could materially adversely affect Uniti's business[236](index=236&type=chunk)[237](index=237&type=chunk) - The initial term of the Windstream Leases expires on April 30, 2030; there's **no assurance of renewal** on commercially attractive terms[240](index=240&type=chunk)[241](index=241&type=chunk) - Uniti's outstanding long-term indebtedness was approximately **$5.8 billion** as of March 31, 2024, with an additional $300 million expected for the Windstream merger, which could limit operational flexibility[242](index=242&type=chunk) - A **material weakness in internal control** over financial reporting related to goodwill impairment assessment could lead to material misstatements if not remediated[248](index=248&type=chunk) [Risks Related to the Status of Uniti as a REIT](index=59&type=section&id=Risks%20Related%20to%20the%20Status%20of%20Uniti%20as%20a%20REIT) Highlights risks associated with maintaining REIT qualification and its distribution requirements - If Uniti **fails to qualify as a REIT**, it would be subject to U.S. federal income tax as a regular corporation, reducing cash available for distributions and debt service[259](index=259&type=chunk)[262](index=262&type=chunk) - REIT distribution requirements (at least **90% of taxable income** annually) may force Uniti to borrow, sell assets, or reduce investments to make distributions[266](index=266&type=chunk)[267](index=267&type=chunk) - A deterioration in Windstream's financial condition could adversely affect Uniti's ability to meet REIT asset and income tests, potentially leading to **loss of REIT qualification**[269](index=269&type=chunk)[270](index=270&type=chunk) [Risks Related to Our Common Stock](index=64&type=section&id=Risks%20Related%20to%20Our%20Common%20Stock) Discusses risks affecting common stock, including dividend uncertainty and ownership restrictions - Uniti **cannot guarantee future dividend payments**, especially if the Windstream merger is completed and it ceases to be a REIT[274](index=274&type=chunk)[276](index=276&type=chunk) - The market price and trading volume of common stock may **fluctuate widely** due to various factors, including the success of the Windstream merger[277](index=277&type=chunk) - Uniti's charter restricts stock ownership and transfer (e.g., **9.8% limit**) to maintain REIT status, which could delay or prevent a change of control[278](index=278&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports on shares withheld from employees to cover tax withholding obligations **Shares Withheld for Tax Obligations (Q1 2024)** | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :-------------------------------- | :----------------------------- | :--------------------------- | | February 1, 2024 to February 29, 2024 | 281,521 | $5.59 | | **Total** | **281,521** | **$5.59** | [Item 3. Defaults Upon Senior Securities](index=66&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that there were no defaults upon senior securities - None[282](index=282&type=chunk) [Item 4. Mine Safety Disclosures](index=66&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that this item is not applicable - Not Applicable[282](index=282&type=chunk) [Item 5. Other Information](index=66&type=section&id=Item%205.%20Other%20Information) Reports that no directors or officers adopted or terminated Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2024[282](index=282&type=chunk) [Item 6. Exhibits](index=66&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed with the Form 10-Q, including key merger and loan agreements - Includes the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti Group Inc and Windstream Holdings II, LLC (Exhibit 2.1)[283](index=283&type=chunk) - Includes the Bridge Loan and Security Agreement, dated as of February 23, 2024 (Exhibit 10.1)[283](index=283&type=chunk) - Includes various Voting Agreement, Unitholder Agreement, and Form Stockholder Agreement related to the proposed merger[283](index=283&type=chunk)[284](index=284&type=chunk) Signatures [Signatures](index=68&type=section&id=Signatures) Contains the signatures of the authorized officers certifying the report - Signed by Paul E Bullington, Senior Vice President – Chief Financial Officer and Treasurer[288](index=288&type=chunk) - Signed by Travis T Black, Senior Vice President – Chief Accounting Officer[288](index=288&type=chunk)
Uniti(UNIT) - 2024 Q1 - Earnings Call Presentation
2024-05-03 16:22
$1.13 (MRR $ in millions) $0.3 $0.7 $0.5 $0.7 $0.5 $0.5 $0.5 $0.8 $0.3 $0.4 $0.4 $0.3 $0.3 $0.3 $0.3 $0.4 $0.3 $0.3 $0.4 $0.3 $0.4 $0.4 $0.3 $0.3 $0.3 $0.3 $0.53 $0.98 $0.93 $1.01 $0.84 $0.88 $0.79 $0.62 $0.75 $0.71 $0.54 $0.60 66% 72% 61% 67% 52% 64% 74% 74% 77% 64% 62% 68% 57% Note: Amounts may not foot due to rounding. (1) Wholesale Bookings include Uniti Leasing bookings, and wireless and wholesale bookings at Uniti Fiber. (2) Non-Wholesale Bookings include enterprise, E-Rate and government bookings at ...
Uniti(UNIT) - 2024 Q1 - Earnings Call Transcript
2024-05-03 16:20
Financial Data and Key Metrics Changes - The implied valuation for Windstream is at an attractive 5.3 times EBITDA multiple and 4.7 times on a synergy-adjusted basis [6] - The company expects full year AFFO to range between $1.36 and $1.43 per diluted common share, with a midpoint of $1.40 [39] - The leverage ratio at quarter end was 6.07 times based on net debt to first quarter 2024 annualized adjusted EBITDA [69] Business Line Data and Key Metrics Changes - Uniti's consolidated bookings during the first quarter were $0.6 million of MRR, with April expected to be one of the largest months on record with close to $500,000 of MRR [30][31] - Uniti Leasing revenue and EBITDA estimates have been slightly increased due to higher than expected lease-up activity [38] - Uniti Fiber revenue and adjusted EBITDA estimates have been slightly lowered due to the timing of enterprise sales [38] Market Data and Key Metrics Changes - The combined company will serve more than 1.1 million customers, with a strong presence in the Midwest and Southeast [21] - Kinetic is currently targeting building fiber to 1.9 million homes by 2027, achieving over 40% coverage with fiber [29] - The company overlaps with Charter in about 40% of households and with Comcast in about 15% to 20% [109] Company Strategy and Development Direction - The merger with Windstream is expected to create a premier insurgent fiber provider in the U.S., focusing on expanding fiber-to-the-home deployments [21][40] - The company plans to prioritize expanding the fiber-to-the-home build and continue investing in Uniti Fiber and leasing businesses [40] - The combined company will retain the Uniti name and expects to report business segments as Kinetic Fiber Infrastructure and Managed Services [62] Management's Comments on Operating Environment and Future Outlook - Management highlighted the importance of fiber as a mission-critical asset in communications infrastructure, especially during the digital transformation era [54] - The company expects to realize significant incremental upside from enhanced sales and cost of capital improvements [37] - Management expressed confidence in the strategic optionality that the combined company will have compared to the two companies separately [52] Other Important Information - The company will suspend its common dividend going forward, with a total of $0.45 per share distributed for the 2024 tax year [7] - The merger is expected to generate annual CapEx synergies of $20 million to $30 million per year [37] - The company has entered into a bridge funding commitment with certain banks in the amount of $300 million to fund the cash consideration for Windstream [35] Q&A Session Summary Question: Access to Windstream's Financials - Management acknowledged the importance of transparency and plans to provide more information going forward, especially regarding Windstream's financials [74] Question: Timing of the Deal - Management explained that the deal was made possible after clearing previous financing work and having ample liquidity, allowing for a proactive approach to M&A [50] Question: Debt Structure and Leverage - Management clarified that the pro forma leverage of 4.8 times includes the $425 million cash required at closing and does not include the preferred equity [75] Question: Fiber-to-the-Home Build Plans - Management indicated that the target for expanding the fiber-to-the-home build may extend beyond 2027, especially with the BEAD program [106] Question: Competitive Landscape - Management provided insights on market overlap, indicating competition with Charter and Comcast, and noted the number of ACP customers served by Kinetic [109]
Uniti(UNIT) - 2024 Q1 - Quarterly Results
2024-05-03 11:10
Exhibit 99.1 Press Release Release date: May 3, 2024 Uniti Group Inc. Reports First Quarter 2024 Results QUARTERLY RESULTS Announced Merger with Windstream Creates Premier Insurgent Fiber Provider Updates 2024 Outlook LITTLE ROCK, Ark., May 3, 2024 (GLOBE NEWSWIRE) – Uniti Group Inc. ("Uniti" or the "Company") (Nasdaq: UNIT) today announced its results for the first quarter 2024. "Uniti is off to a solid start in 2024. Our core recurring strategic fiber business grew 4% in the first quarter of 2024 when com ...
Uniti(UNIT) - 2023 Q4 - Annual Report
2024-02-29 22:10
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-K ________________________________________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ ...