UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2018
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number: 001-36708
Uniti Group Inc.
(Exact name of registrant as specified in its charter)
|
Maryland |
46-5230630 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
|
10802 Executive Center Drive Benton Building Suite 300 Little Rock, Arkansas |
72211 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (501) 850-0820
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 25, 2018, the registrant had 178,981,185 shares of common stock, $0.0001 par value per share, outstanding.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements as defined under U.S. federal securities law. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements regarding: our expectations regarding the future growth and demand of the telecommunication industry; future financing plans, business strategies, growth prospects and operating and financial performance; expectations regarding settling conversion of our 3% convertible preferred stock in cash upon conversion; expectations regarding future deployment of fiber strand miles and recognition of revenue related thereto; expectations regarding levels of capital expenditures; expectations regarding the deductibility of goodwill for tax purposes; expectations regarding the reclassification of accumulated other comprehensive income (loss) related to derivatives to interest expense; expectations regarding the amortization of intangible assets; expectations regarding the Information Transport Solutions, Inc. (“ITS”), U.S. TelePacific Holdings Corp (“TPx”) and CableSouth Media, LLC (“CableSouth”) transactions; and expectations regarding the payment of dividends.
Words such as "anticipate(s)," "expect(s)," "intend(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 have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:
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• |
the ability and willingness of our customers to meet and/or perform their obligations under any contractual arrangements entered into with us, including master lease arrangements; |
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• |
the ability of our customers to comply with laws, rules and regulations in the operation of the assets we lease to them; |
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• |
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; |
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• |
our ability to renew, extend or retain our contracts or to obtain new contracts with significant customers (including customers of the businesses that we acquire); |
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• |
the availability of and our ability to identify suitable acquisition opportunities and our ability to acquire and lease the respective properties on favorable terms or operate and integrate the acquired businesses; |
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• |
our ability to generate sufficient cash flows to service our outstanding indebtedness; |
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• |
our ability to access debt and equity capital markets; |
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• |
the impact on our business or the business of our customers as a result of credit rating downgrades, and fluctuating interest rates; |
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• |
adverse impacts of litigation or disputes involving us or our customers; |
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• |
our ability to retain our key management personnel; |
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• |
our ability to maintain our status as a real estate investment trust (“REIT”); |
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• |
changes in the U.S. tax law and other federal, state or local laws, whether or not specific to REITs, including the impact of the recently enacted U.S. tax reform legislation; |
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• |
covenants in our debt agreements that may limit our operational flexibility; |
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• |
the possibility that we may experience equipment failures, natural disasters, cyber attacks or terrorist attacks for which our insurance may not provide adequate coverage; |
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• |
the risk that we fail to fully realize the potential benefits of or have difficulty in integrating the companies we acquire; |
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• |
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; |
2
Forward-looking statements speak only as of the date of this Quarterly Report. Except in the normal course of our public disclosure obligations, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.
3
Table of Contents
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Page |
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PART I. |
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Item 1. |
5 |
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Uniti Group Inc. |
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5 |
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6 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) |
7 |
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8 |
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9 |
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10 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
31 |
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Item 3. |
47 |
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Item 4. |
47 |
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PART II. |
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Item 1. |
48 |
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Item 1A. |
48 |
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Item 2. |
48 |
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Item 3. |
48 |
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Item 4. |
48 |
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Item 5. |
48 |
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Item 6. |
49 |
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50 |
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4
Uniti Group Inc.
Condensed Consolidated Balance Sheets
(unaudited)
|
(Thousands, except par value) |
|
September 30, 2018 |
|
|
December 31, 2017 |
|
||
|
Assets: |
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
$ |
3,155,206 |
|
|
$ |
3,053,889 |
|
|
Cash and cash equivalents |
|
|
118,493 |
|
|
|
59,765 |
|
|
Accounts receivable, net |
|
|
58,661 |
|
|
|
43,652 |
|
|
Goodwill |
|
|
681,175 |
|
|
|
673,729 |
|
|
Intangible assets, net |
|
|
411,449 |
|
|
|
429,357 |
|
|
Straight-line revenue receivable |
|
|
58,212 |
|
|
|
47,041 |
|
|
Derivative asset |
|
|
64,410 |
|
|
|
6,793 |
|
|
Other assets |
|
|
23,218 |
|
|
|
15,856 |
|
|
Total Assets |
|
$ |
4,570,824 |
|
|
$ |
4,330,082 |
|
|
Liabilities, Convertible Preferred Stock and Shareholders' Deficit: |
|
|
|
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|
|
|
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Liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable, accrued expenses and other liabilities |
|
$ |
81,556 |
|
|
$ |
77,634 |
|
|
Accrued interest payable |
|
|
70,613 |
|
|
|
28,684 |
|
|
Deferred revenue |
|
|
682,481 |
|
|
|
537,553 |
|
|
Dividends payable |
|
|
112,277 |
|
|
|
109,557 |
|
|
Deferred income taxes |
|
|
54,539 |
|
|
|
55,478 |
|
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Capital lease obligations |
|
|
57,104 |
|
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|
56,329 |
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|
Contingent consideration |
|
|
86,435 |
|
|
|
105,762 |
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Notes and other debt, net |
|
|
4,745,227 |
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|
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4,482,697 |
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Total liabilities |
|
|
5,890,232 |
|
|
|
5,453,694 |
|
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|
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|
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Commitments and contingencies (Note 12) |
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Convertible preferred stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value |
|
|
85,763 |
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83,530 |
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Shareholders' Deficit: |
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Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding |
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- |
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- |
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Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 178,210 shares at September 30, 2018 and 174,852 at December 31, 2017 |
|
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18 |
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17 |
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Additional paid-in capital |
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711,271 |
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|
644,328 |
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Accumulated other comprehensive income |
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66,291 |
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7,821 |
|
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Distributions in excess of accumulated earnings |
|
|
(2,278,124 |
) |
|
|
(1,960,715 |
) |
|
Total Uniti shareholders' deficit |
|
|
(1,500,544 |
) |
|
|
(1,308,549 |
) |
|
Noncontrolling interests - operating partnership units |
|
|
95,373 |
|
|
|
101,407 |
|
|
Total shareholders' deficit |
|
|
(1,405,171 |
) |
|
|
(1,207,142 |
) |
|
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit |
|
$ |
4,570,824 |
|
|
$ |
4,330,082 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Condensed Consolidated Statements of Income
(unaudited)
|
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|
|
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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(Thousands, except per share data) |
|
2018 |
|
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2017 |
|
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2018 |
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2017 |
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||||
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Revenues: |
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|
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Leasing |
|
$ |
174,822 |
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$ |
171,673 |
|
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$ |
521,481 |
|
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$ |
512,893 |
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Fiber Infrastructure |
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|
70,130 |
|
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66,363 |
|
|
|
204,486 |
|
|
|
136,158 |
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Tower |
|
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4,319 |
|
|
|
2,796 |
|
|
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10,161 |
|
|
|
6,679 |
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Consumer CLEC |
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|
3,365 |
|
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|
4,378 |
|
|
|
10,752 |
|
|
|
13,966 |
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Total revenues |
|
|
252,636 |
|
|
|
245,210 |
|
|
|
746,880 |
|
|
|
669,696 |
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
80,406 |
|
|
|
78,784 |
|
|
|
237,398 |
|
|
|
227,235 |
|
|
Depreciation and amortization |
|
|
112,748 |
|
|
|
113,444 |
|
|
|
342,311 |
|
|
|
317,404 |
|
|
General and administrative expense |
|
|
20,666 |
|
|
|
22,068 |
|
|
|
63,867 |
|
|
|
49,549 |
|
|
Operating expense (exclusive of depreciation and amortization) |
|
|
34,773 |
|
|
|
30,172 |
|
|
|
96,199 |
|
|
|
74,258 |
|
|
Transaction related costs |
|
|
2,323 |
|
|
|
8,512 |
|
|
|
12,025 |
|
|
|
32,213 |
|
|
Other (income) expense |
|
|
(1,038 |
) |
|
|
(3,933 |
) |
|
|
(1,574 |
) |
|
|
9,638 |
|
|
Total costs and expenses |
|
|
249,878 |
|
|
|
249,047 |
|
|
|
750,226 |
|
|
|
710,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
2,758 |
|
|
|
(3,837 |
) |
|
|
(3,346 |
) |
|
|
(40,601 |
) |
|
Income tax benefit |
|
|
(1,466 |
) |
|
|
(8,672 |
) |
|
|
(5,208 |
) |
|
|
(8,976 |
) |
|
Net income (loss) |
|
|
4,224 |
|
|
|
4,835 |
|
|
|
1,862 |
|
|
|
(31,625 |
) |
|
Net income attributable to noncontrolling interests |
|
|
93 |
|
|
|
107 |
|
|
|
24 |
|
|
|
107 |
|
|
Net income (loss) attributable to shareholders |
|
|
4,131 |
|
|
|
4,728 |
|
|
|
1,838 |
|
|
|
(31,732 |
) |
|
Participating securities' share in earnings |
|
|
(655 |
) |
|
|
(388 |
) |
|
|
(1,992 |
) |
|
|
(1,156 |
) |
|
Dividends declared on convertible preferred stock |
|
|
(656 |
) |
|
|
(656 |
) |
|
|
(1,968 |
) |
|
|
(1,968 |
) |
|
Amortization of discount on convertible preferred stock |
|
|
(745 |
) |
|
|
(745 |
) |
|
|
(2,235 |
) |
|
|
(2,235 |
) |
|
Net income (loss) attributable to common shareholders |
|
$ |
2,075 |
|
|
$ |
2,939 |
|
|
$ |
(4,357 |
) |
|
$ |
(37,091 |
) |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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Earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
$ |
(0.02 |
) |
|
$ |
(0.22 |
) |
|
Diluted |
|
$ |
0.01 |
|
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
175,396 |
|
|
|
174,818 |
|
|
|
175,101 |
|
|
|
166,624 |
|
|
Diluted |
|
|
175,653 |
|
|
|
175,399 |
|
|
|
175,101 |
|
|
|
166,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share |
|
$ |
0.60 |
|
|
$ |
0.60 |
|
|
$ |
1.80 |
|
|
$ |
1.80 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
(Thousands) |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
Net income (loss) |
|
$ |
4,224 |
|
|
$ |
4,835 |
|
|
$ |
1,862 |
|
|
$ |
(31,625 |
) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on derivative contracts |
|
|
7,744 |
|
|
|
1,789 |
|
|
|
57,617 |
|
|
|
(4,340 |
) |
|
Changes in foreign currency translation |
|
|
2,547 |
|
|
|
76 |
|
|
|
2,233 |
|
|
|
5,074 |
|
|
Other comprehensive income: |
|
|
10,291 |
|
|
|
1,865 |
|
|
|
59,850 |
|
|
|
734 |
|
|
Comprehensive income (loss) |
|
|
14,515 |
|
|
|
6,700 |
|
|
|
61,712 |
|
|
|
(30,891 |
) |
|
Comprehensive income attributable to noncontrolling interest |
|
|
330 |
|
|
|
150 |
|
|
|
1,404 |
|
|
|
150 |
|
|
Comprehensive income (loss) attributable to common shareholders |
|
$ |
14,185 |
|
|
$ |
6,550 |
|
|
$ |
60,308 |
|
|
$ |
(31,041 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Uniti Group Inc.
Condensed Consolidated Statements of Shareholders’ Deficit
(unaudited)
|
(Thousands, except share data) |
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional Paid-in Capital |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Distributions in Excess of Accumulated Earnings |
|
|
Noncontrolling Interest |
|
|
Total Shareholders' Deficit |
|
|||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Balance at December 31, 2016 |
|
|
- |
|
|
$ |
- |
|
|
|
155,138,637 |
|
|
$ |
15 |
|
|
$ |
141,092 |
|
|
$ |
(6,369 |
) |
|
$ |
(1,537,183 |
) |
|
$ |
- |
|
|
$ |
(1,402,445 |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(31,732 |
) |
|
|
107 |
|
|
|
(31,625 |
) |
|
Issuance of common stock |
|
|
- |
|
|
|
- |
|
|
|
19,528,302 |
|
|
|
2 |
|
|
|
517,499 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
517,501 |
|
|
Amortization of discount of convertible preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,235 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,235 |
) |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
691 |
|
|
|
- |
|
|
|
43 |
|
|
|
734 |
|
|
Common stock dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(304,384 |
) |
|
|
- |
|
|
|
(304,384 |
) |
|
Convertible preferred stock dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,969 |
) |
|
|
- |
|
|
|
(1,969 |
) |
|
Equity issuance cost |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(18,575 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(18,575 |
) |
|
Contributions from noncontrolling interest holders |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
105,969 |
|
|
|
105,969 |
|
|
Distributions to noncontrolling interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,497 |
) |
|
|
(2,497 |
) |
|
Net share settlement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(421 |
) |
|
|
- |
|
|
|
(1,331 |
) |
|
|
- |
|
|
|
(1,752 |
) |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
154,100 |
|
|
|
- |
|
|
|
5,621 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,621 |
|
|
Balance at September 30, 2017 |
|
|
- |
|
|
$ |
- |
|
|
|
174,821,039 |
|
|
$ |
17 |
|
|
$ |
642,981 |
|
|
$ |
(5,678 |
) |
|
$ |
(1,876,599 |
) |
|
$ |
103,622 |
|
|
$ |
(1,135,657 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017 |
|
|
- |
|
|
$ |
- |
|
|
|
174,851,514 |
|
|
$ |
17 |
|
|
$ |
644,328 |
|
|
$ |
7,821 |
|
|
$ |
(1,960,715 |
) |
|
$ |
101,407 |
|
|
$ |
(1,207,142 |
) |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,838 |
|
|
|
24 |
|
|
|
1,862 |
|
|
At-the-market issuance of common stock, net of offering costs |
|
|
- |
|
|
|
- |
|
|
|
3,180,548 |
|
|
|
1 |
|
|
|
64,422 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
64,423 |
|
|
Amortization of discount on convertible preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,235 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,235 |
) |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
58,470 |
|
|
|
- |
|
|
|
1,380 |
|
|
|
59,850 |
|
|
Common stock dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(318,865 |
) |
|
|
- |
|
|
|
(318,865 |
) |
|
Distributions to noncontrolling interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,438 |
) |
|
|
(7,438 |
) |
|
Convertible preferred stock dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,968 |
) |
|
|
- |
|
|
|
(1,968 |
) |
|
Net share settlement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,302 |
) |
|
|
- |
|
|
|
(273 |
) |
|
|
- |
|
|
|
(1,575 |
) |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
178,135 |
|
|
|
- |
|
|
|
6,058 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,058 |
|
|
Impact of change in accounting standard |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,859 |
|
|
|
- |
|
|
|
1,859 |
|
|
Balance at September 30, 2018 |
|
|
- |
|
|
$ |
- |
|
|
|
178,210,197 |
|
|
$ |
18 |
|
|
$ |
711,271 |
|
|
$ |
66,291 |
|
|
$ |
(2,278,124 |
) |
|
$ |
95,373 |
|
|
$ |
(1,405,171 |
) |
8
The accompanying notes are an integral part of these condensed consolidated financial statements.
Uniti Group Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
|
Nine Months Ended September 30, |
|
|||||
|
(Thousands) |
|
2018 |
|
|
2017 |
|
||
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,862 |
|
|
$ |
(31,625 |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
342,311 |
|
|
|
317,404 |
|
|
Amortization of deferred financing costs and debt discount |
|
|
18,340 |
|
|
|
17,091 |
|
|
Deferred income taxes |
|
|
(6,081 |
) |
|
|
(12,281 |
) |
|
Straight-line revenues |
|
|
(10,932 |
) |
|
|
(10,857 |
) |
|
Stock-based compensation |
|
|
6,058 |
|
|
|
5,621 |
|
|
Change in fair value of contingent consideration |
|
|
(687 |
) |
|
|
9,091 |
|
|
Other |
|
|
2,721 |
|
|
|
810 |
|
|
Changes in assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(14,848 |
) |
|
|
532 |
|
|
Other assets |
|
|
(4,899 |
) |
|
|
(4,307 |
) |
|
Accounts payable, accrued expenses and other liabilities |
|
|
66,090 |
|
|
|
46,275 |
|
|
Net cash provided by operating activities |
|
|
399,935 |
|
|
|
337,754 |
|
|
Cash flow from investing activities |
|
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash acquired |
|
|
- |
|
|
|
(763,665 |
) |
|
Acquisition of ground lease investments |
|
|
- |
|
|
|
||