UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2017 

 

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (501) 850-0820

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition

On May 4, 2017, Uniti Group Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended March 31, 2017. A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

The information contained in this Item 2.02, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 8.01 Other Events

Additionally, effective in the quarter ended March 31, 2017, our management, including our chief executive officer, who is our chief operating decision maker, commenced managing our operations as four reportable segments (in addition to our corporate operation):  Leasing, Fiber Infrastructure, Towers and Consumer CLEC.  Exhibit 99.2 contains more detail about the new segment structure and a recast of historical unaudited financial results by segment to conform to the current year presentation. We are filing Exhibit 99.2 to this Form 8-K to provide a description of our reportable segments and present business segment information on a basis consistent with the new segment structure. Our financial statements beginning with quarter ended March 31, 2017 reflect the new reporting structure with prior periods adjusted accordingly.

 

Item 9.01 Financial Statements and Exhibits

 

 

(d) Exhibits

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

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EXHIBIT INDEX

 

 

 

Exhibit 99.1

 

 

 

Press Release

Release date: May 4, 2017

 

Uniti Group Inc. Reports First Quarter 2017 Results

 

LITTLE ROCK, Ark., May 4, 2017 (GLOBE NEWSWIRE) – Uniti Group Inc. ("Uniti" or the “Company”) (Nasdaq: UNIT) today announced its results for the first quarter of 2017.

FIRST QUARTER 2017 RESULTS

"We are pleased with the execution of our strategy during the first quarter and our businesses performed very well. Uniti Fiber and our two recently announced acquisitions, Southern Light and Hunt, had strong sales bookings including awards for 1,300 new small cell nodes as well as E-Rate and Fortune 500 enterprise wins.  We have excellent momentum and industry dynamics are creating more opportunities for us to deploy capital for acquisitions, sale-leasebacks and other transactions involving critical communication infrastructure assets.” said Kenny Gunderman, President and Chief Executive Officer. 

Revenues for the first quarter of 2017 were $211.5 million.  Net loss and Adjusted EBITDA was $20.0 million and $177.0 million, respectively, for the same period.  Net loss attributable to common shares was $21.8 million, or ($0.14) per diluted share, for the period, and includes a $10.9 million non-cash charge for a change in the fair value of contingent consideration related to the Tower Cloud acquisition and achievement of small cell deployment milestones.    Adjusted Funds From Operations (“AFFO”) attributable to common shares was $100.3 million, or $0.65 per diluted common share.  

Uniti Fiber contributed $34.8 million of revenues and $11.6 million of Adjusted EBITDA for the first quarter of 2017.  Uniti Fiber’s net success based capital expenditures during the quarter were $11.7 million and maintenance capital expenditures were $0.5 million.

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INVESTMENT TRANSACTIONS

Southern Light Acquisition

On April 7, 2017, the Company entered into a definitive agreement to acquire Southern Light, LLC (“Southern Light”) for aggregate consideration of $700 million, including $635 million in cash, subject to certain adjustments set forth in the transaction documents, and approximately 2.5 million operating partnership units.  

Southern Light is a leading provider of data transport services along the Gulf Coast region serving twelve attractive Tier II and Tier III markets across Florida, Alabama, Louisiana, Georgia, and Mississippi. Southern Light’s dense regional fiber network comprises nearly 540,000 fiber strand miles, 5,700 fiber route miles, and over 4,500 on-net locations.  The acquisition is expected to close during the third quarter of 2017 and is subject to customary closing conditions.  

Hunt Telecom Acquisition

On February 22, 2017, the Company entered into a definitive agreement to acquire Hunt Telecommunications LLC (“Hunt”) for the aggregate consideration of $170 million, including approximately $114.5 million in cash and 2.1 million operating partnership units, subject to adjustment.  Hunt shareholders may receive additional contingent equity consideration upon Hunt achieving certain defined operational and financial milestones.  

Hunt is a leading provider of data transport to K–12 schools and government agencies with a dense network of 140,000 fiber strand miles and 2,600 fiber route miles in Louisiana.  The acquisition is expected to close during the second quarter of 2017 and is subject to customary closing conditions.

LIQUIDITY AND FINANCING TRANSACTIONS

During the first quarter, the Company repriced $2.1 billion of term loans outstanding under its revolving credit agreement, decreasing the interest by 50 basis points.  The term loans currently accrue interest at LIBOR plus 3.00% per annum (with a LIBOR minimum of 1%).  The Company has entered into interest rate swap agreements that fix the rate on these loans at 5.1%.

To pre-fund the acquisitions of Hunt and Southern Light the Company completed two capital market transactions in April 2017:

 

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The Company also entered into an amendment to its revolving credit agreement in April 2017 to increase the borrowing capacity thereunder from $500 million to $750 million.  Other terms of the revolving credit agreement were unchanged.

At quarter-end, the Company had $68.7 million of unrestricted cash and cash equivalents, and its revolving credit agreement was completely undrawn.  The Company’s leverage ratio at quarter end was 5.9x based on Net Debt to Annualized Adjusted EBITDA.  

As previously reported, on May 3, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.60 per common share, payable on July 14, 2017 to stockholders of record on June 30, 2017.

FULL YEAR 2017 OUTLOOK

The Company’s current 2017 outlook remains unchanged from its prior guidance, except for the effect of the recent equity and Notes issuances referred to above, and the inclusion of the estimated impact of the Hunt and Southern Light acquisitions.  

Our current outlook estimates that the Hunt acquisition closes on June 1, 2017, the Southern Light acquisition closes on August 1, 2017, and the results of operations of each are consolidated after the estimated closing dates.  Accordingly, we expect Hunt to contribute revenues and Adjusted EBITDA of approximately $22.0 million and $10.0 million, respectively, for the seven-month period from its estimated closing date.  We expect Southern Light to contribute revenues and Adjusted EBITDA of approximately $38.0 million and $21.5 million, respectively, for the five-month period from its estimated closing date.  

Our current outlook excludes the impact of any other future acquisitions, capital market transactions, and transaction costs.  Furthermore, our outlook is subject to adjustment based on the finalization of purchase price allocations related to the acquisitions, and actual results could differ materially from these forward-looking statements.

The Company’s outlook for 2017 is as follows (in millions):

 

 

 

 

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At the midpoint of its outlook, the Company expects full year 2017 net loss attributable to common shares to be approximately $(0.07) per diluted share.  The following table provides a reconciliation from the Company’s prior outlook for AFFO to its current outlook.

CONFERENCE CALL

Uniti will hold a conference call today to discuss this earnings release at 4:15 PM Eastern Time (3:15 PM Central Time).  The dial-in number for the conference call is (844) 513-7153 (or (508) 637-5603 for international callers) and the conference ID 3938179.  The conference call will be webcast live and can be accessed on the Company’s website at www.uniti.com.  A replay of the webcast will be available following the call on the Company’s website, beginning today at approximately 8:00 PM Eastern Time and will remain available for 14 days.  

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 wireless infrastructure solutions for the communications industry.  As of March 31, 2017, Uniti owns 4.2 million fiber strand miles, 493 wireless towers, and other communications real estate throughout the United States and Mexico. 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, those regarding our business strategies, growth prospects, industry trends, sales opportunities, operating and financial performance, 2017 financial results and the anticipated closing of, and benefits of, the Hunt and Southern Light transactions.

 

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

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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 ability and willingness of our customers to meet and/or perform their obligations under any contractual arrangements entered into with us; 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; our ability to renew, extend or obtain contracts with significant customers (including customers of the businesses we acquire); 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; 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; our ability to qualify or maintain our status as a real estate investment trust (“REIT”); changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; covenants in our debt agreements that may limit our operational flexibility; 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; the risk that the Hunt or Southern Light transaction agreements may be modified or terminated prior to expiration; risks related to satisfying the conditions to the Hunt or Southern Light transactions; 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.

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Uniti Group Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

 

 

 

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Uniti Group Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

 

 

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Uniti Group Inc.

Consolidated Statements of Cash Flows

(In thousands)

 

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Uniti Group Inc.

Reconciliation of Net Income to FFO, NFFO and AFFO

(In thousands, except per share data)

 

 

 

 

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Uniti Group Inc.

Reconciliation of EBITDA and Adjusted EBITDA

(In thousands)

 

 

 

 

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Uniti Group Inc.

Projected Future Results ⁽¹⁾

(In millions)

      

 

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Uniti Group Inc.

Projected Future Results ⁽¹⁾

(Per Diluted Share)

      

Components of Interest Expense ⁽¹⁾

(In millions)

      

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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”), Normalized Funds From Operations (“NFFO”) 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, NFFO 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, collectively “Transaction Related Costs”, 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. 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 use 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 applicable 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. We compute FFO in accordance with NAREIT’s definition.

The Company defines NFFO, as FFO excluding the impact, which may be recurring in nature, of transaction and integration related costs. The Company defines AFFO, as NFFO excluding (i) 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, straight line revenues, revenue associated with the amortization of tenant capital improvements; (ii) the impact, which may be recurring in nature, of the write-off of unamortized deferred financing fees, additional costs incurred as a result of early repayment of debt, changes in the fair value of contingent consideration and financial instruments and similar items less maintenance capital expenditures. We believe that the use of FFO, NFFO 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, NFFO 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,

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such as transaction and integration related costs. The Company uses FFO, NFFO and AFFO, and their respective per share amounts, only as performance measures, and FFO, NFFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. While FFO, NFFO 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, NFFO 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, NFFO and AFFO differently than we do.

INVESTOR AND MEDIA CONTACTS:

 

Mark A. Wallace, 501-850-0866

Executive Vice President, Chief Financial Officer & Treasurer

mark.wallace@uniti.com

Jim Volk, 501-850-0872

VP, Finance & Investor Relations

jim.volk@uniti.com

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Exhibit 99.2

Effective in the first quarter of 2017, our management, including our chief executive officer, who is our chief operating decision maker, commenced managing our operations as four reportable segments in addition to our corporate operations and include:

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

Fiber Infrastructure: Represents the operations of 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 in the United States and Latin America.

Consumer CLEC: Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, that 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.

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 defined 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 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’s unaudited financial results by business segment presented below have been recast to conform to the current year presentation.

 

Three months ended March 31, 2016:

 

 

Three and six months ended June 30, 2016:

 

 

 

 

 

Three and nine months ended September 30, 2016:

 

 

 

 

 

For the year ended December 31, 2016 and the period from April 24, 2015 to December 31, 2015:

 

 

 

 

 

Total assets by business segment as of December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 are as follows: