Uniti Group Inc. Reports Second Quarter 2023 Results

August 3, 2023

Reiterates 2023 Outlook for Revenue, Adjusted EBITDA and AFFO

  • Net Income of $25.6 Million or $0.11 Per Diluted Common Share for the Second Quarter
  • AFFO Per Diluted Common Share of $0.34 for the Second Quarter

LITTLE ROCK, Ark., Aug. 03, 2023 (GLOBE NEWSWIRE) -- Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) today announced its results for the second quarter 2023.

“We continue to see robust demand for our fiber infrastructure, highlighted by $0.75 million of consolidated bookings during the quarter, a 20% increase from the prior quarter. Our consolidated core recurring revenue also showed continued resiliency with 4% growth during the quarter when compared to the same quarter in the prior year,” commented President and Chief Executive Officer, Kenny Gunderman.   

Mr. Gunderman continued, “As the second largest independent fiber provider in the country with a network spanning 138,000 route miles, Uniti is uniquely positioned to capitalize on all of the growing use cases of fiber, including mobile broadband, fixed wireless, fiber-to-the-home, small cells, fiber-to-the-tower, and hyperscaler connectivity. We see limited competitive threats to our infrastructure and a long runway of profitable growth.”

QUARTERLY RESULTS

Consolidated revenues for the second quarter of 2023 were $283.7 million. Net income and Adjusted EBITDA were $25.6 million and $228.2 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 80%. Net income attributable to common shares was $25.3 million for the period. Adjusted Funds From Operations (“AFFO”) attributable to common shareholders was $91.0 million, or $0.34 per diluted common share.

Uniti Fiber contributed $71.2 million of revenues and $25.2 million of Adjusted EBITDA for the second quarter of 2023. Revenue during the quarter was impacted by lower than expected non-recurring revenue related to equipment sales and installs and ETL fees. However, core recurring revenue grew approximately 5% during the quarter compared to the second quarter in the prior year. Uniti Fiber’s net success-based capital expenditures during the quarter were $31.2 million.

Uniti Leasing contributed revenues of $212.5 million and Adjusted EBITDA of $206.6 million for the second quarter. During the quarter, Uniti Leasing deployed capital expenditures of $96.3 million primarily related to the construction of approximately 1,600 new route miles of valuable fiber infrastructure.

LIQUIDITY

At quarter-end, the Company had approximately $452.1 million of unrestricted cash and cash equivalents, and undrawn borrowing availability under its revolving credit agreement. The Company’s leverage ratio at quarter-end was 6.00x based on net debt to second quarter 2023 annualized Adjusted EBITDA.

On July 28, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.15 per common share, payable on September 22, 2023, to stockholders of record on September 8, 2023.

UPDATED FULL YEAR 2023 OUTLOOK

The Company is updating its 2023 outlook primarily for transaction related and other costs incurred to date. Our 2023 outlook excludes future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein.

The Company’s consolidated outlook for 2023 is as follows (in millions):

  Full Year 2023
Revenue $ 1,154 to $ 1,174
Net income attributable to common shareholders 56 to   76
Adjusted EBITDA (1)   915 to   935
Interest expense, net (2)   517 to   517
           
Attributable to common shareholders:          
FFO (1)   276 to   296
AFFO (1)   373 to   393
           
Weighted-average common shares outstanding – diluted   290 to   290
________________________          
(1)   See “Non-GAAP Financial Measures” below.
(2)   See “Components of Interest Expense” below.
 

CONFERENCE CALL

Uniti will hold a conference call today to discuss this earnings release at 8:30 AM Eastern Time (7:30 AM Central 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 register on the Company’s Investor Relations website or by clicking here. A replay of the call will be available on the Investor Relations website beginning today at approximately 12:00 PM Eastern Time.

ABOUT UNITI

Uniti, an internally managed real estate investment trust, is engaged in the acquisition and construction of mission critical communications infrastructure, and is a leading provider of fiber and other wireless solutions for the communications industry. As of June 30, 2023, Uniti owns approximately 138,000 fiber route miles, 8.3 million fiber strand miles, and other communications real estate throughout the United States. Additional information about Uniti can be found on its website at www.uniti.com.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release and today’s conference call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. Those forward-looking statements include all statements that are not historical statements of fact, including, without limitation, our 2023 financial outlook, expectations regarding bookings, installs and strong demand trends, our business strategies, growth prospects, our ability to sustain difficult economic conditions, industry trends, sales opportunities, and operating and financial performance.

Words such as "anticipate(s)," "expect(s)," "intend(s)," “estimate(s),” “foresee(s),” "plan(s)," "believe(s)," "may," "will," "would," "could," "should," "seek(s)" and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could materially alter our expectations include, but are not limited to, the future prospects of Windstream, our largest customer; the ability and willingness of our customers to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant; the availability of and our ability to identify suitable acquisition opportunities and our ability to acquire and lease the respective properties on favorable terms; the risk that we fail to fully realize the potential benefits of acquisitions or have difficulty integrating acquired companies; our ability to generate sufficient cash flows to service our outstanding indebtedness and fund our capital funding commitments; our ability to access debt and equity capital markets; the impact on our business or the business of our customers as a result of credit rating downgrades and fluctuating interest rates; our ability to retain our key management personnel; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to real estate investment trusts; covenants in our debt agreements that may limit our operational flexibility; the possibility that we may experience equipment failures, natural disasters, cyber-attacks or terrorist attacks for which our insurance may not provide adequate coverage; other risks inherent in the communications industry and in the ownership of communications distribution systems, including potential liability relating to environmental matters and illiquidity of real estate investments; and additional factors described in our reports filed with the SEC.

Uniti expressly disclaims any obligation to release publicly any updates or revisions to any of the forward-looking statements set forth in this press release and today’s conference call to reflect any change in its expectations or any change in events, conditions or circumstances on which any statement is based.

NON-GAAP PRESENTATION

This release and today’s conference call contain certain supplemental measures of performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). Such measures should not be considered as alternatives to GAAP. Further information with respect to and reconciliations of such measures to the nearest GAAP measure can be found herein.

 
Uniti Group Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
 
    June 30,
2023
  December 31,
2022
Assets:        
Property, plant and equipment, net   $ 3,895,206     $ 3,754,547  
Cash and cash equivalents     38,145       43,803  
Accounts receivable, net     43,021       42,631  
Goodwill     361,378       361,378  
Intangible assets, net     319,967       334,846  
Straight-line revenue receivable     81,415       68,595  
Operating lease right-of-use assets, net     124,060       88,545  
Other assets     84,695       77,597  
Investment in unconsolidated entities     38,006       38,656  
Deferred income tax assets, net     48,677       40,631  
Total Assets   $ 5,034,570     $ 4,851,229  
             
Liabilities and Shareholders’ Deficit            
Liabilities:            
Accounts payable, accrued expenses and other liabilities   $ 135,378     $ 122,195  
Settlement payable     207,863       251,098  
Intangible liabilities, net     161,745       167,092  
Accrued interest payable     156,558       121,316  
Deferred revenue     1,213,633       1,190,041  
Dividends payable     69       2  
Operating lease liabilities     82,151       66,356  
Finance lease obligations     15,881       15,520  
Notes and other debt, net     5,392,536       5,188,815  
Total Liabilities     7,365,814       7,122,435  
             
Commitments and contingencies            
             
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: 236,431 shares at June 30, 2023 and 235,829 shares at December 31, 2022     24       24  
Additional paid-in capital     1,215,260       1,210,033  
Distributions in excess of accumulated earnings     (3,548,870 )     (3,483,634 )
Total Uniti shareholders’ deficit     (2,333,586 )     (2,273,577 )
Noncontrolling interests – operating partnership units and non-voting convertible preferred stock     2,342       2,371  
Total shareholders’ deficit     (2,331,244 )     (2,271,206 )
Total Liabilities and Shareholders’ Deficit   $ 5,034,570     $ 4,851,229  


 
Uniti Group Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
 
  Three Months Ended June 30,     Six Months Ended June 30,
  2023   2022   2023   2022
Revenues:                      
Uniti Leasing $ 212,453     $ 205,614     $ 423,261     $ 410,255  
Uniti Fiber   71,245       78,361       150,259       151,754  
Total revenues   283,698       283,975       573,520       562,009  
                       
Costs and expenses:                      
Interest expense, net   119,689       96,377       268,552       192,549  
Depreciation and amortization   77,267       72,303       154,042       143,760  
General and administrative expense   23,417       25,085       51,850       48,955  
Operating expense (exclusive of depreciation and amortization)   37,418       36,917       72,486       71,893  
Transaction related and other costs   5,576       3,235       8,364       4,949  
Gain on sale of real estate   -       (250 )     -       (250 )
Other (income) expense, net   (291 )     (7,930 )     19,888       (8,328 )
Total costs and expenses   263,076       225,737       575,182       453,528  
                       
Income (loss) before income taxes and equity in earnings from unconsolidated entities   20,622       58,238       (1,662 )     108,481  
Income tax (benefit) expense   (4,357 )     4,944       (6,769 )     2,873  
Equity in earnings from unconsolidated entities   (659 )     (480 )     (1,320 )     (1,024 )
Net income   25,638       53,774       6,427       106,632  
Net income attributable to noncontrolling interests   12       77       3       205  
Net income attributable to shareholders   25,626       53,697       6,424       106,427  
Participating securities’ share in earnings   (322 )     (340 )     (569 )     (671 )
Dividends declared on convertible preferred stock   (5 )     (5 )     (10 )     (10 )
Net income attributable to common shareholders $ 25,299     $ 53,352     $ 5,845     $ 105,746  
                       
Net income attributable to common shareholders – Basic $ 25,299     $ 53,352     $ 5,845     $ 105,746  
Impact of if-converted securities   -       3,000       -       5,994  
Net income attributable to common shareholders – Diluted $ 25,299     $ 56,352     $ 5,845     $ 111,740  
                       
Weighted average number of common shares outstanding:                      
Basic   236,429       235,656       236,260       235,352  
Diluted   236,429       267,361       236,260       267,045  
                       
Earnings per common share:                      
Basic $ 0.11     $ 0.23     $ 0.02     $ 0.45  
Diluted $ 0.11     $ 0.21     $ 0.02     $ 0.42  


 
Uniti Group Inc.
Consolidated Statements of Cash Flows
(In thousands)
 
   

Six Months Ended June 30,
    2023   2022
Cash flow from operating activities:        
Net income   $ 6,427     $ 106,632  
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization     154,042       143,760  
Amortization of deferred financing costs and debt discount     9,454       9,015  
Loss on debt extinguishment     31,187       -  
Interest rate swap termination     -       5,659  
Deferred income taxes     (8,046 )     (7,185 )
Equity in earnings of unconsolidated entities     (1,320 )     (1,024 )
Distributions of cumulative earnings from unconsolidated entities     1,969       1,969  
Cash paid for interest rate swap settlement     -       (6,346 )
Straight-line revenues and amortization of below-market lease intangibles     (19,216 )     (21,148 )
Stock-based compensation     6,260       6,513  
Gain on sale of unconsolidated entity     -       (7,923 )
Gain on sale of real estate     -       (250 )
(Gain) loss on asset disposals     (172 )     586  
Accretion of settlement obligation     5,776       5,787  
Other     -       (630 )
Changes in assets and liabilities, net of acquisitions:            
Accounts receivable     (391 )     (7,224 )
Other assets     967       559  
Accounts payable, accrued expenses and other liabilities     12,894       5,858  
Net cash provided by operating activities     199,831       234,608  
             
Cash flows from investing activities:            
Capital expenditures     (247,269 )     (184,039 )
Proceeds from sale of unconsolidated entity     -       32,527  
Proceeds from sale of real estate, net of cash     -       325  
Proceeds from sale of other equipment     1,169       431  
Net cash used in investing activities     (246,100 )     (150,756 )
             
Cash flows from financing activities:            
Repayment of debt     (2,263,662 )     -  
Proceeds from issuance of notes     2,600,000       -  
Dividends paid     (71,594 )     (71,771 )
Payments of settlement payable     (49,011 )     -  
Distributions paid to noncontrolling interests     (32 )     (186 )
Payment for exchange of noncontrolling interest     -       (4,620 )
Borrowings under revolving credit facility     245,000       105,000  
Payments under revolving credit facility     (347,000 )     (105,000 )
Finance lease payments     (799 )     (601 )
Payments for financing costs     (26,955 )     -  
Payment of settlement of common stock warrant     (56 )     -  
Termination of bond hedge     59       -  
Costs related to the early repayment of debt     (44,303 )     -  
Employee stock purchase program     314       264  
Payments related to tax withholding for stock-based compensation     (1,350 )     (4,436 )
Net cash provided by (used in) financing activities     40,611       (81,350 )
Net (decrease) increase in cash and cash equivalents     (5,658 )     2,502  
Cash and cash equivalents at beginning of period     43,803       58,903  
Cash and cash equivalents at end of period   $ 38,145     $ 61,405  
             


 
Uniti Group Inc.
Reconciliation of Net Income to FFO and AFFO
(In thousands, except per share data)
 
    Three Months Ended June 30,   Six Months Ended June 30,
    2023   2022   2023   2022
Net income attributable to common shareholders   $ 25,299     $ 53,352     $ 5,845     $ 105,746  
Real estate depreciation and amortization     55,062       52,424       109,578       104,317  
Gain on sale of real estate, assets, net of tax     -       (250 )     -       (250 )
Participating securities share in earnings     322       340       569       671  
Participating securities share in FFO     (730 )     (904 )     (977 )     (1,562 )
Real estate depreciation and amortization from unconsolidated entities     435       806       870       1,496  
Adjustments for noncontrolling interests     (25 )     (82 )     (50 )     (211 )
FFO attributable to common shareholders     80,363       105,686       115,835       210,207  
Transaction related and other costs     5,576       3,235       8,364       4,949  
Amortization of deferred financing costs and debt discount     4,491       4,501       9,454       9,015  
Write off of deferred financing costs and debt discount     -       -       10,412       -  
Costs related to the early repayment of debt     -       -       51,997       -  
Stock based compensation     3,130       3,201       6,260       6,513  
Gain on sale of unconsolidated entity, net of tax     -       (1,212 )     -       (1,212 )
Non-real estate depreciation and amortization     22,205       19,879       44,464       39,443  
Straight-line revenues and amortization of below-market lease intangibles     (9,789 )     (10,126 )     (19,216 )     (21,148 )
Maintenance capital expenditures     (1,916 )     (2,456 )     (3,744 )     (4,822 )
Other, net     (13,417 )     (8,060 )     (26,078 )     (16,230 )
Adjustments for equity in earnings from unconsolidated entities     320       269       640       565  
Adjustments for noncontrolling interests     (5 )     (20 )     (37 )     (41 )
AFFO attributable to common shareholders   $ 90,958     $ 114,897     $ 198,351     $ 227,239  
                         
Reconciliation of Diluted FFO and AFFO:                        
FFO Attributable to common shareholders – Basic   $ 80,363     $ 105,686     $ 115,835     $ 210,207  
Impact of if-converted dilutive securities     6,991       3,000       13,258       5,994  
FFO Attributable to common shareholders – Diluted   $ 87,354     $ 108,686     $ 129,093     $ 216,201  
                         
AFFO Attributable to common shareholders – Basic   $ 90,958     $ 114,897     $ 198,351     $ 227,239  
Impact of if-converted dilutive securities     6,976       3,450       14,085       6,900  
AFFO Attributable to common shareholders – Diluted   $ 97,934     $ 118,347     $ 212,436     $ 234,139  
                         
Weighted average common shares used to calculate basic earnings per common share (1)     236,429       235,656       236,260       235,352  
Impact of dilutive non-participating securities     -       359       -       347  
Impact of if-converted dilutive securities     53,455       31,346       54,082       31,346  
Weighted average common shares used to calculate diluted FFO and AFFO per common share (1)     289,884       267,361       290,342       267,045  
                         
Per diluted common share:                        
EPS   $ 0.11     $ 0.21     $ 0.02     $ 0.42  
FFO   $ 0.30     $ 0.41     $ 0.44     $ 0.81  
AFFO   $ 0.34     $ 0.44     $ 0.73     $ 0.88  


(1)   For periods in which FFO to common shareholders is a loss, the weighted average common shares used to calculate diluted FFO per common share is equal to the weighted average common shares used to calculate basic earnings per share.


 
Uniti Group Inc.
Reconciliation of EBITDA and Adjusted EBITDA
(In thousands)
 
    Three Months Ended
 June 30,
  Six Months Ended
 June 30,
    2023   2022   2023   2022

Net income
  $ 25,638     $ 53,774     $ 6,427     $ 106,632  
Depreciation and amortization     77,267       72,303       154,042       143,760  
Interest expense, net     119,689       96,377       268,552       192,549  
Income tax (benefit) expense     (4,357 )     4,944       (6,769 )     2,873  
EBITDA   $ 218,237     $ 227,398     $ 422,252     $ 445,814  
Stock-based compensation     3,130       3,201       6,260       6,513  
Transaction related and other costs     5,576       3,235       8,364       4,949  
Gain on sale of real estate     -       (250 )     -       (250 )
Other, net     469       (7,495 )     20,982       (7,134 )
Adjustments for equity in earnings from unconsolidated entities     755       1,075       1,510       2,061  
Adjusted EBITDA   $ 228,167     $ 227,164     $ 459,368     $ 451,953  
                         
Adjusted EBITDA:                        
Uniti Leasing   $ 206,552     $ 200,349     $ 411,518     $ 399,322  
Uniti Fiber     25,181       33,583       58,855       65,042  
Corporate     (3,566 )     (6,768 )     (11,005 )     (12,411 )
    $ 228,167     $ 227,164     $ 459,368     $ 451,953  
                         
Annualized Adjusted EBITDA (1)   $ 912,668                    
                         
                         
As of June 30, 2023:                        
Total Debt (2)   $ 5,511,323                    
Cash and cash equivalents     38,145                    
Net Debt   $ 5,473,178                    
                         
Net Debt/Annualized Adjusted EBITDA     6.00x                  

________________________

(1)   Calculated as Adjusted EBITDA for the most recently reported three-month period, multiplied by four.  Annualized Adjusted EBITDA has not been prepared on a pro forma basis in accordance with Article 11 of Regulation S-X.
(2)   Includes $15.9 million of finance leases, but excludes $102.9 million of unamortized discounts and deferred financing costs.


 
Uniti Group Inc.
Projected Future Results (1)
(In millions)
 
    Year Ended
December 31, 2023
Net income attributable to common shareholders – Basic   $ 56 to $ 76
Noncontrolling interest share in earnings   1
Participating securities’ share in earnings   1
Net income (2)   57 to 77
Interest expense, net (3)   517
Depreciation and amortization   308
Income tax benefit   (11)
EBITDA (2)   871 to 891
Stock-based compensation   13
Transaction related and other costs (4)   28
Adjustment for unconsolidated entities   3
Adjusted EBITDA (2)   $ 915 to $ 935

________________________

(1)   These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release.  Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections.  There can be no assurance that our actual results will not differ materially from the estimates set forth above.
(2)   The components of projected future results may not add due to rounding.
(3)   See “Components of Projected Interest Expense” below.
(4)   Includes $20 million of costs associated with the early repayment of our 7.875% Senior Secured Notes due 2025.  Future transaction related costs are not included in our current outlook.


 
Uniti Group Inc.
Projected Future Results (1)
(Per Diluted Share)
 
    Year Ended
December 31, 2023
Net income attributable to common shareholders – Basic   $ 0.24 to $ 0.32
Real estate depreciation and amortization   0.92
Adjustments for unconsolidated entities   0.01
FFO attributable to common shareholders – Basic (2)   $ 1.17 to $ 1.25
Impact of if-converted securities   (0.15)
FFO attributable to common shareholders – Diluted (2)   $ 1.03 to $ 1.10
     
FFO attributable to common shareholders – Basic (2)   $ 1.17 to $ 1.25
Transaction related and other costs (3)   0.04
Amortization of deferred financing costs and debt discount (4)   0.12
Costs related to the early retirement of debt (5)   0.22
Accretion of settlement payable (6)   0.04
Stock-based compensation   0.05
Non-real estate depreciation and amortization   0.37
Straight-line revenues   (0.16)
Maintenance capital expenditures   (0.04)
Other, net   (0.24)
AFFO attributable to common shareholders – Basic (2)   $ 1.58 to $ 1.66
Impact of if-converted securities   (0.20)
AFFO attributable to common shareholders – Diluted (2) $ 1.38 to $ 1.45

________________________

(1)   These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release.  Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections.  There can be no assurance that our actual results will not differ materially from the estimates set forth above.
(2)   The components of projected future results may not add to FFO and AFFO attributable to common shareholders due to rounding.
(3)   Future transaction related and other costs are not included in our current outlook.
(4)   Includes the write-off of approximately $10 million of deferred financing costs related to the early repayment of our 7.875% Senior Secured Notes due 2025.
(5)   Represents the premium paid on and related costs associated with the early repayment of our 7.875% Senior Secured Notes due 2025.
(6)   Represents the accretion of the Windstream settlement payable to its stated value.  At the effective date of the settlement, we recorded the payable on the balance sheet at its initial fair value, which will be accreted based on an effective interest rate of 4.2% and reduced by the scheduled quarterly payments.

 

 
Uniti Group Inc.
Components of Projected Interest Expense (1)
(In millions)
 
    Year Ended
December 31, 2023
Interest expense on debt obligations   $446
Accretion of Windstream settlement payable   10
Amortization of deferred financing cost and debt discounts (2)   29
Premium on early repayment of debt (3)   32
Interest expense, net (4)   $517

________________________

(1)   These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release.  Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections.  There can be no assurance that our actual results will not differ materially from the estimates set forth above.
(2)   Includes the write-off of approximately $10 million of deferred financing costs related to the early repayment of our 7.875% Senior Secured Notes due 2025.
(3)   Represents the premium paid on and related costs associated with the early repayment of our 7.875% Senior Secured Notes due 2025.
(4)   The components of interest expense may not add to the total due to rounding.
     

NON-GAAP FINANCIAL MEASURES

We refer to EBITDA, Adjusted EBITDA, Funds From Operations (“FFO”) (as defined by the National Association of Real Estate Investment Trusts (“NAREIT”)) and Adjusted Funds From Operations (“AFFO”) in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA, Adjusted EBITDA, FFO and AFFO are important non-GAAP supplemental measures of operating performance for a REIT.

We define “EBITDA” as net income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), costs related to the settlement with Windstream, goodwill impairment charges, executive severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP.

Because the historical cost accounting convention used for real estate assets requires the recognition of depreciation expense except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined by NAREIT as net income attributable to common shareholders computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges, and includes adjustments to reflect the Company’s share of FFO from unconsolidated entities. We compute FFO in accordance with NAREIT’s definition.

The Company defines AFFO, as FFO excluding (i) Transaction Related and Other Costs; (ii) costs related to the litigation settlement with Windstream, accretion on our settlement obligation, and gains on the prepayment of our settlement obligation as these items are not reflective of ongoing operating performance; (iii) goodwill impairment charges; (iv) certain non-cash revenues and expenses such as stock-based compensation expense, amortization of debt and equity discounts, amortization of deferred financing costs, depreciation and amortization of non-real estate assets, amortization of non-cash rights-of-use assets, straight line revenues, non-cash income taxes, and the amortization of other non-cash revenues to the extent that cash has not been received, such as revenue associated with the amortization of tenant capital improvements; and (v) the impact, which may be recurring in nature, of the write-off of unamortized deferred financing fees, additional costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, executive severance costs, taxes associated with tax basis cancellation of debt, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments and similar or infrequent items less maintenance capital expenditures. AFFO includes adjustments to reflect the Company’s share of AFFO from unconsolidated entities. We believe that the use of FFO and AFFO, and their respective per share amounts, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and analysts, and makes comparisons of operating results among such companies more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating performance. In particular, we believe AFFO, by excluding certain revenue and expense items, can help investors compare our operating performance between periods and to other REITs on a consistent basis without having to account for differences caused by unanticipated items and events, such as transaction and integration related costs. The Company uses FFO and AFFO, and their respective per share amounts, only as performance measures, and FFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance.

Further, our computations of EBITDA, Adjusted EBITDA, FFO and AFFO may not be comparable to that reported by other REITs or companies that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define EBITDA, Adjusted EBITDA and AFFO differently than we do.

INVESTOR AND MEDIA CONTACTS:

Paul Bullington, 251-662-1512
Senior Vice President, Chief Financial Officer & Treasurer
paul.bullington@uniti.com

Bill DiTullio, 501-850-0872
Vice President, Investor Relations & Treasury
bill.ditullio@uniti.com 


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Source: Uniti Group Inc.