RELEASE

Completes Previously Announced Merger with Windstream

Provides Consolidated 2025 Outlook for Combined Company

• Net Loss of $10.7 Million for the Second Quarter
• Net Loss of $0.04 Per Diluted Common Share for the Second Quarter
• AFFO of $0.36 Per Diluted Common Share for the Second Quarter
  

LITTLE ROCK, Ark., Aug. 05, 2025 (GLOBE NEWSWIRE) -- Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) today announced its results for the second quarter 2025. The second quarter results and highlights presented in this release are for legacy Uniti Group Inc. (now known as Uniti Group LLC and a subsidiary of the Company) prior to the previously announced business combination with Windstream, which closed August 1, 2025, as discussed in greater detail below.

“This is an exciting time for Uniti as we enter a new chapter in the Company’s history with the completion of our merger with Windstream. The combination creates a premier insurgent fiber provider with approximately 240,000 route miles that is uniquely positioned to benefit from many favorable tailwinds driving the communications infrastructure industry, including convergence and Generative AI,” commented Kenny Gunderman, President and Chief Executive Officer of Uniti.

Mr. Gunderman continued, “We saw another quarter of solid results at Uniti and continue to successfully execute on our priorities we set out earlier this year. Our core recurring strategic fiber revenue grew approximately 5% in the second quarter of 2025 when compared to the second quarter of 2024, consolidated bookings were consistent with levels in recent quarters, and the capital intensity of our fiber business continues to become more efficient. We also successfully issued unsecured debt recently for the first time within the past four years and redeemed a portion of our most expensive current outstanding debt while at the same time substantially reducing our secured leverage. We are well positioned to now accelerate our already impressive fiber to home build engine and ultimately grow our mission critical fiber business.”

QUARTERLY RESULTS

Consolidated revenues for the second quarter of 2025 were $300.7 million. Net loss and Adjusted EBITDA were $10.7 million and $242.6 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 81%. Net loss attributable to common shares was $10.7 million for the period. AFFO attributable to common shareholders was $96.5 million, or $0.36 per diluted common share.

Uniti Fiber contributed $74.3 million of revenues and $28.8 million of Adjusted EBITDA for the second quarter of 2025, achieving Adjusted EBITDA margins of approximately 39%. Uniti Fiber’s net success-based capital expenditures during the quarter were $20.6 million.

Uniti Leasing contributed revenues of $226.5 million and Adjusted EBITDA of $220.1 million for the second quarter. Uniti Leasing’s net success-based capital expenditures during the quarter were $1.8 million.

FINANCING TRANSACTIONS

On June 24, 2025, Uniti closed its offering of $600 million aggregate principal amount of 8.625% Senior Unsecured Notes due 2032. Uniti used the net proceeds from the offering to fund the partial redemption of $500 million aggregate principal amount of its outstanding 10.50% Senior Secured Notes due 2028 and for general corporate purposes.

LIQUIDITY

At quarter-end, the Company had approximately $740.7 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 5.75x based on net debt to second quarter 2025 annualized Adjusted EBITDA, excluding the debt and the net contributions from our ABS facilities.

MERGER WITH WINDSTREAM

On August 1, 2025, Uniti successfully completed the previously announced merger (the “Merger”) of Uniti Group LLC (formerly known as Uniti Group Inc.) (“Legacy Uniti”) with New Windstream Merger Sub, LLC, and the merger of New Windstream, LLC (together with its subsidiaries, “Windstream”) with and into the Company (formerly known as Windstream Parent, Inc.). As a result of the mergers, both Legacy Uniti and Windstream have become indirect, wholly owned subsidiaries of the Company.

As previously announced, as a result of this Merger, Legacy Uniti shareholders received 0.6029 shares of Uniti common stock per share of Legacy Uniti common stock held at the closing of the Merger, which resulted in Legacy Uniti shareholders collectively holding approximately 62% of the outstanding common stock of the Company. Windstream shareholders received approximately $371 million of cash, the Company’s preferred stock with $575 million in aggregate initial liquidation preference and approximately 38% of the outstanding common stock of the Company. Windstream shareholders additionally received non-voting warrants to acquire up to 6.9% of common stock of the Company. The cash portion of the consideration was financed using available funds under Legacy Uniti’s revolving credit facility and cash on hand.

In conjunction with the closing of the Merger, Uniti recently completed the necessary steps to combine the Legacy Uniti senior indebtedness and legacy Windstream indebtedness under a single organizational silo that includes both Uniti and Windstream and their respective subsidiaries, thereby effectively eliminating any debt covenants limiting the ability of Legacy Uniti and Windstream to operate together efficiently.

FULL YEAR CONSOLIDATED 2025 OUTLOOK

The Company’s 2025 outlook reflects the consolidation of Windstream’s expected results for the five-month period following the closing of the Merger on August 1, 2025. We expect this transaction to contribute additional revenues and Adjusted EBITDA of approximately $1.0 billion and $160 million, respectively, during such period.

The Company is also updating its 2025 outlook primarily for business unit level revisions, the impact from the issuance of the 8.625% senior unsecured notes due 2032 and partial redemption of the 10.50% senior secured notes due 2028, and transaction related and other costs incurred to date. Our outlook excludes any impact from other future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein.

The Company’s 2025 outlook is based on management’s current expectations and beliefs but is subject to change as we continue the integration of Windstream and Legacy Uniti.

The Company’s consolidated outlook for 2025 is as follows (in millions):

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 also be made available on the Investor Relations website.

ABOUT UNITI

Uniti (NASDAQ: UNIT) is a premier insurgent fiber provider dedicated to enabling mission-critical connectivity across the United States. We build, operate, and deliver fast and reliable communications services, empowering more than a million consumers and businesses in the digital economy. Our broad portfolio of services is offered through a suite of brands: Uniti Wholesale, Kinetic, Uniti Fiber, and Uniti Solutions. Visit us online at www.uniti.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and Uniti management’s current expectations, involve certain risks and uncertainties, and are not guarantees. These forward-looking statements include, but are not limited to, statements regarding Uniti’s fiber build strategy, the businesses growth potential, efficiencies from the debt silos combination, and Uniti’s 2025 outlook. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Uniti may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on the forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Uniti makes. These forward-looking statements involve risks and uncertainties, known and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including, without limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding in consumer service areas and general competition in business markets; risks related to Uniti’s indebtedness, which could reduce funds available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete; risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of, data; risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws; risks inherent in the communications industry and associated with general economic conditions; and additional risks set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company and its predecessors’ most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission as well as the Company’s predecessor’s registration statement on Form S-4 dated February 12, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. Uniti does not assume any obligation to update any forward-looking statements.

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.

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, as well as FFO and AFFO for a real estate investment trust (“REIT”), are important non-GAAP supplemental measures. Following the Merger, Legacy Uniti ceased to be a REIT, and the Company does not qualify as a REIT for U.S. federal income tax purposes. The Company does not expect to report FFO and AFFO in future periods.

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 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, 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. 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, 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 Executive Vice President, Chief Financial Officer & Treasurer
paul.bullington@uniti.com

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

This press release was published by a CLEAR® Verified individual.

Source: Uniti Group Inc.