Financial Performance & Targets - Total revenue decreased by 6% from $947 million in 2Q24 to $887 million in 2Q25[11] - Total revenue is projected to decrease by 7% from approximately $3.775 billion in FY2024 to approximately $3.5 billion in FY2025[12] - The company is targeting approximately 75% of total service revenue from fiber by 2029[7] - Kinetic consumer fiber revenue grew approximately 27% year-over-year in 2Q25[75] Fiber Expansion & Penetration - The company aims to reach approximately 2 million fiber homes by the end of 2025 and approximately 3.5 million fiber homes by 2029[7] - Year 1 cohort fiber penetration is at 28%, with Year 2 cohort fiber penetration improving to 31%[7] - The company is targeting a long-term consumer fiber penetration of 40%[7] - Homes passed with fiber increased from approximately 1.6 million in FY2024 to approximately 1.7 million in 2Q25[8] Fiber Revenue Mix - Total fiber revenue increased from 31% of the revenue mix in 2Q24 to 37% in 2Q25, representing a 10% growth[11] - Total fiber revenue is projected to increase from approximately 30% of the revenue mix in FY2024 to approximately 40% in FY2025, representing an 11% growth[12] Wholesale & Hyperscaler Opportunities - The combined Uniti and Windstream hyperscaler funnel represents approximately $1.5 billion of total contract value[43] - Hyperscaler contribution to Uniti's sales funnel increased approximately 5x from 2Q24 levels[43]

Core Insights - Uniti Group Inc. has completed its merger with Windstream, creating a significant fiber provider with approximately 240,000 route miles, poised to benefit from trends in communications infrastructure, including convergence and Generative AI [2][10]. - The company reported a solid second quarter in 2025, with core recurring strategic fiber revenue growing approximately 5% compared to the same quarter in 2024, and an Adjusted EBITDA margin of approximately 81% [3][4]. Financial Performance - Consolidated revenues for Q2 2025 were $300.7 million, with a net loss of $10.7 million and Adjusted EBITDA of $242.6 million [4][5]. - Uniti Fiber contributed $74.3 million in revenues and $28.8 million in Adjusted EBITDA, while Uniti Leasing generated $226.5 million in revenues and $220.1 million in Adjusted EBITDA [5]. Financing Activities - On June 24, 2025, Uniti issued $600 million of 8.625% Senior Unsecured Notes due 2032, using proceeds to partially redeem $500 million of its 10.50% Senior Secured Notes due 2028 [6]. - At the end of the quarter, the company had approximately $740.7 million in unrestricted cash and cash equivalents, with a leverage ratio of 5.75x based on net debt to annualized Adjusted EBITDA [7]. Merger Details - The merger resulted in Legacy Uniti shareholders receiving 0.6029 shares of Uniti common stock for each share held, leading to them owning approximately 62% of the combined company [11]. - Windstream shareholders received approximately $371 million in cash and preferred stock with a $575 million liquidation preference, along with non-voting warrants for up to 6.9% of the common stock [11]. 2025 Outlook - The company expects the merger to contribute approximately $1.0 billion in additional revenues and $160 million in Adjusted EBITDA for the five-month period following the merger [13]. - The consolidated outlook for 2025 includes projected revenues of $2,215 million to $2,265 million, a net loss attributable to common shareholders of $(125) million to $(75) million, and Adjusted EBITDA of $1,110 million to $1,160 million [15][36].

Core Points - Uniti Group Inc. has successfully completed the merger with Windstream, resulting in both Legacy Uniti and Windstream becoming wholly owned subsidiaries of Uniti [1][2] - Following the merger, Legacy Uniti stockholders received 0.6029 shares of Uniti common stock for each share held, leading to them owning approximately 62% of the combined company's outstanding common stock [2] - Uniti plans to combine the indebtedness of Legacy Uniti and Windstream into a single organizational silo, expected to be completed around August 4, 2025 [3] Company Overview - Uniti is a leading fiber provider in the U.S., focused on delivering fast and reliable communication services to over a million consumers and businesses [4]

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Uniti Group Inc. reported increased revenues but a sharp decline in net income for H1 2025, driven by higher interest expenses [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and liabilities increased as of June 30, 2025, with a continued significant shareholders' deficit Condensed Consolidated Balance Sheets (Thousands) | Balance Sheet Item | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | | :--- | :--- | :--- | | **Total Assets** | **5,543,531** | **5,282,145** | | Property, plant and equipment, net | 4,366,790 | 4,209,747 | | Cash and cash equivalents | 240,727 | 155,593 | | **Total Liabilities** | **7,987,519** | **7,733,985** | | Notes and other debt, net | 6,064,751 | 5,783,597 | | **Total Shareholders' Deficit** | **(2,443,988)** | **(2,451,840)** | [Condensed Consolidated Statements of (Loss) Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20(Loss)%20Income) Q2 2025 net loss and year-to-date net income decline were primarily driven by a substantial increase in interest expense Condensed Consolidated Statements of (Loss) Income (Thousands, except EPS) | Metric ($ thousands, except EPS) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | 300,732 | 294,947 | 594,641 | 581,365 | | Interest Expense, net | 160,784 | 127,475 | 298,771 | 250,686 | | **Net (Loss) Income** | (10,729) | 18,281 | 1,491 | 59,629 | | **Diluted EPS** | $(0.04) | $0.07 | $0.00 | $0.25 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Stable operating cash flow and increased investing/financing activities led to a higher net cash increase for H1 2025 Condensed Consolidated Statements of Cash Flows (Thousands) | Cash Flow Activity ($ thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 183,495 | 174,338 | | Net Cash Used in Investing Activities | (245,587) | (182,284) | | Net Cash Provided by Financing Activities | 176,838 | 77,173 | | **Net Increase in Cash** | **114,746** | **69,227** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the pending Windstream merger, customer concentration, capital commitments, and recent debt restructuring activities - Uniti entered into a merger agreement with its largest customer, Windstream, with an intended closing date of August 1, 2025; post-merger, Uniti will cease to be a REIT[31](index=31&type=chunk)[38](index=38&type=chunk) - Revenue from the Windstream Leases constituted **68.2% of total revenue** for the first six months of 2025, highlighting significant customer concentration[42](index=42&type=chunk) - The company has an ongoing commitment to reimburse Windstream for up to **$1.75 billion** in Growth Capital Improvements through 2029, with **$1.2 billion** reimbursed to date[118](index=118&type=chunk) - In Q2 2025, the company issued **$600 million** of 8.625% Senior Unsecured Notes due 2032 and used the proceeds to partially redeem higher-cost secured notes[88](index=88&type=chunk)[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Windstream merger, Q2 2025 revenue growth, increased interest expense, and liquidity for operations and merger funding [Overview](index=39&type=section&id=1.Overview) Uniti, an internally managed REIT, is merging with Windstream, terminating its REIT status and integrating fiber infrastructure - The company is structured as a REIT with two primary business segments: Uniti Leasing, which acquires and leases mission-critical communications assets, and Uniti Fiber, which provides infrastructure solutions like cell site backhaul[135](index=135&type=chunk)[136](index=136&type=chunk) - A definitive merger agreement with Windstream was signed, with an expected closing date of August 1, 2025; post-merger, Uniti will cease to be a REIT and become an integrated telecommunications company[139](index=139&type=chunk)[140](index=140&type=chunk)[146](index=146&type=chunk) - In June 2025, Uniti issued **$600 million** of 8.625% Senior Notes due 2032, using proceeds to redeem a portion of its 10.50% Senior Secured Notes, resulting in a **$31.9 million** loss on extinguishment[147](index=147&type=chunk)[153](index=153&type=chunk) [Results of Operations](index=43&type=section&id=2.Results%20of%20Operations) Q2 2025 total revenues increased by 2.0% due to Uniti Leasing, but a net loss resulted from a significant rise in interest expense Revenue by Segment (Thousands) | Revenue Segment ($ thousands) | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Uniti Leasing | 226,478 | 218,286 | 3.7% | | Uniti Fiber | 74,254 | 76,661 | (3.1%) | | **Total Revenues** | **300,732** | **294,947** | **2.0%** | - The increase in Uniti Leasing revenue was primarily driven by higher cash revenue from Growth Capital Improvement (GCI) reimbursements and non-cash revenue from Tenant Funded Capital Improvements (TCIs)[162](index=162&type=chunk)[163](index=163&type=chunk) - Interest expense for Q2 2025 increased by **$33.3 million** year-over-year, mainly due to a **$31.9 million** loss on the partial redemption of the February 2028 Secured Notes[167](index=167&type=chunk) - Transaction-related costs rose to **$13.5 million** in Q2 2025 from **$11.0 million** in Q2 2024, primarily due to expenses associated with the pending merger with Windstream[177](index=177&type=chunk) [Non-GAAP Financial Measures](index=55&type=section&id=3.Non-GAAP%20Financial%20Measures) Adjusted EBITDA and AFFO increased in Q2 2025, reflecting operational growth despite a GAAP net loss Non-GAAP Financial Measures (Thousands) | Non-GAAP Metric ($ thousands) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | EBITDA | 223,540 | 221,237 | 448,912 | 457,918 | | **Adjusted EBITDA** | **242,563** | **236,659** | **480,393** | **465,287** | | FFO attributable to common shareholders | 46,301 | 72,409 | 114,571 | 149,871 | | **AFFO attributable to common shareholders** | **96,483** | **92,254** | **188,784** | **179,880** | [Liquidity and Capital Resources](index=57&type=section&id=4.Liquidity%20and%20Capital%20Resources) Uniti maintains strong liquidity for operations and the Windstream merger, with significant capital expenditures in H1 2025 - As of June 30, 2025, the company had total liquidity of approximately **$798.6 million**, consisting of **$298.6 million** in cash and equivalents and **$500.0 million** of borrowing availability under its revolving credit facility[211](index=211&type=chunk) - The company expects to fund the **$425 million** cash portion of the Windstream merger consideration using cash on hand and borrowings from its Revolving Credit Facility[220](index=220&type=chunk) Capital Expenditures YTD 2025 (Thousands) | Capital Expenditures YTD 2025 ($ thousands) | Amount | | :--- | :--- | | Success Based (incl. GCIs) | 241,222 | | Maintenance | 3,582 | | Non-Network | 1,394 | | **Total Capital Expenditures** | **246,198** | - The company has suspended dividend payments, except where necessary to maintain REIT status, until the consummation of the Merger with Windstream[228](index=228&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures have occurred since the most recent Annual Report on Form 10-K - There have been no material changes to the company's market risk disclosures since the last Annual Report[234](index=234&type=chunk) [Controls and Procedures](index=62&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[236](index=236&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[237](index=237&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 11 of the Condensed Consolidated Financial Statements - Information regarding legal proceedings is incorporated by reference from Note 11 of the Condensed Consolidated Financial Statements[239](index=239&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the Annual Report on Form 10-K - No material changes to the risk factors discussed in the Annual Report have occurred[240](index=240&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company withheld 534 common shares during the quarter to satisfy employee tax obligations from restricted stock vesting Shares Purchased to Satisfy Tax Obligations | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 12 | $4.80 | | May 2025 | 522 | $4.21 | | June 2025 | 0 | N/A | | **Total** | **534** | **$4.22** | [Other Information](index=64&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q2 2025 - No directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[243](index=243&type=chunk)

As of July 28, 2025, two stocks in the real estate sector could be flashing a real warning to investors who value momentum as a key criteria in their trading decisions. The RSI is a momentum indicator, which compares a stock's strength on days when prices go up to its strength on days when prices go down. When compared to a stock's price action, it can give traders a better sense of how a stock may perform in the short term. An asset is typically considered overbought when the RSI is above 70, according to ...

Core Viewpoint - Uniti Group Inc. and Windstream have received regulatory approval for their merger, expected to close around August 1, 2025, following prior approvals and stockholder consent [2][4]. Group 1: Merger Details - The merger will result in Uniti becoming an indirect, wholly owned subsidiary of Windstream Parent, Inc., which will be renamed "Uniti Group Inc." [4]. - The common stock of the newly formed Uniti Group Inc. is anticipated to be listed on the Nasdaq Global Market under the symbol "UNIT" starting around August 4, 2025 [4]. Group 2: Management Commentary - The CEO of Uniti expressed excitement about the merger, highlighting its potential to create a leading fiber provider and enhance connectivity for businesses and communities [3]. Group 3: Tax Implications - The merger is expected to be a taxable transaction for Uniti's stockholders, and the company has received a favorable private letter ruling from the IRS regarding certain tax consequences, which may lead to a step-up in the tax basis of some assets post-merger [5]. Group 4: Company Overview - Uniti is a real estate investment trust focused on acquiring and constructing critical communications infrastructure, owning approximately 147,000 fiber route miles and 8.8 million fiber strand miles across the U.S. as of March 31, 2025 [6].

Group 1 - Uniti Group Inc. will report its second quarter 2025 financial results on August 5, 2025, before the market opens [1] - A conference call to discuss the earnings will take place on the same day at 8:30 AM Eastern Time [1] - The conference call will be available via live webcast on Uniti's Investor Relations website, with a replay also accessible afterward [2] Group 2 - Uniti is an internally managed real estate investment trust focused on acquiring and constructing mission-critical communications infrastructure [3] - As of March 31, 2025, Uniti owns approximately 147,000 fiber route miles and 8.8 million fiber strand miles across the United States [3] - Uniti is a leading provider of fiber and wireless solutions for the communications industry [3]

Merger Overview - Uniti and Windstream will combine to create a premier fiber provider with approximately $4 billion in revenue and 236,000 fiber route miles across 47 states in the U S[18] - Existing Uniti shareholders will own about 62% and Windstream shareholders will own about 38% of the combined company's common equity[18] - Windstream shareholders will receive $425 million in cash, $575 million of preferred equity, and common shares representing approximately 38% ownership of the combined company[32] Financial Profile - New Uniti's Fiber Core Revenue for YTD 2024 is $1495 million, a 1 1% increase from $1478 million in YTD 2023[23] - New Uniti's Adjusted EBITDA for YTD 2024 is $916 million, a 5 0% increase from $872 million in YTD 2023[23] - The company projects 2028 revenue of $4 1 billion and Adjusted EBITDA of $2 0 billion[27] Synergies and Growth - The merger aims for up to $100 million in annual operating expense synergies and $20-30 million in annual capital expenditure synergies[52] - Kinetic has upgraded approximately 1 6 million households to Next-gen FTTH[42] - Kinetic's cost per passing is approximately $650[42]

Merger Overview - Uniti and Windstream are merging to create a premier fiber provider with approximately $4 billion in revenue and 240,000 fiber route miles across 47 US states[13] - Existing Uniti shareholders will own roughly 62% and Windstream shareholders will own about 38% of the combined company's common equity[13] - The combined company has approximately 44 million residential households, 240,000 fiber route miles, and 150,000 on-net locations[8] Financial Profile & Growth - The combined company anticipates core fiber revenue between $2845 million and $2865 million, and total revenue between $3745 million and $3780 million in 2025[25] - The combined company anticipates total adjusted EBITDA between $1545 million and $1575 million, and total net Capex between $1210 million and $1220 million in 2025[25] - Kinetic consumer revenue is expected to grow approximately 2% in 2025, and strategic fiber infrastructure revenue is expected to grow approximately 5% in 2025[28] - Uniti is targeting strategic recurring revenue growth of approximately 4% to 6% and strategic recurring adjusted EBITDA growth of approximately 8% to 10% in 2025[35] Strategic Priorities - Uniti aims to pass an incremental 325,000 homes with fiber in 2025, reaching approximately 2 million homes in total[35] - Consolidated new sales bookings MRR was $08 million in Q1 2025, up approximately 40% from the prior year period[49] - The company's debt yielded approximately 125% in February 2023, which has improved to approximately 75% currently[52] AI Opportunity - The total AI TAM is projected to be $300 billion by 2030, with digital infrastructure TAM at $40 billion and fiber/network TAM at $15 billion[19]

Group 1 - Uniti Group Inc. announced the pricing of $600 million aggregate principal amount of 8.625% Senior Unsecured Notes due 2032, with an issue price of 100.000% [1] - The net proceeds from the offering will be used to fund the partial redemption of $500 million aggregate principal amount of outstanding 10.50% senior notes due 2028, with the redemption expected to occur on June 24, 2025 [2] - The notes will not be registered under the Securities Act of 1933 and will be offered only to qualified institutional buyers [3] Group 2 - Uniti is an internally managed real estate investment trust engaged in the acquisition and construction of mission-critical communications infrastructure, owning approximately 147,000 fiber route miles and 8.8 million fiber strand miles as of March 31, 2025 [5]