unit-8k_20171102.htm

 

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): November 2, 2017

 

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Maryland

 

001-36708

 

46-5230630

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

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

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Indicate by check mark whether the registrant is an emerging growth company 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.


Item 2.02 Results of Operations and Financial Condition

On November 2, 2017, Uniti Group Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended September 30, 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 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

 

 

 

Exhibit

Number

  

Description

99.1

 

Press Release issued November 2, 2017


 


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.

 

 

 

 

 

 

 

 

 

 

Date: November 2, 2017

 

 

 

UNITI GROUP INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Daniel L. Heard

 

 

 

 

 

 

Name:

 

Daniel L. Heard

 

 

 

 

 

 

Title:

 

Executive Vice President – General Counsel and Secretary

 

 

 

 

unit-ex991_15.htm

 

 

 

Exhibit 99.1

 

Press Release

Release date: November 2, 2017

Uniti Group Inc. Reports Third Quarter 2017 Results

 

 

Revenues of $245.2 Million; Net Loss of $0.02 Per Diluted Common Share

 

AFFO Per Diluted Common Share of $0.63 For the Quarter

 

Completed Acquisitions of Southern Light and Hunt Telecommunications

 

Costs Savings Related to Acquisitions Exceeding Expectations

LITTLE ROCK, Ark., November 2, 2017 (GLOBE NEWSWIRE) – Uniti Group Inc. ("Uniti" or the “Company”) (Nasdaq: UNIT) today announced its results for the third quarter of 2017.

“We continue to see growing demand for communication infrastructure products and services, and expect this trend to grow for several years given the multi-year investment cycle required for network densification. We are confident in our ability to further diversify our company and execute on our strategy,” commented Kenny Gunderman, President and Chief Executive Officer.  

Mr. Gunderman continued, “Uniti Fiber’s business performed well in the third quarter.  Our integration efforts are ahead of schedule and Uniti Fiber’s management team is executing effectively on their goals.  During the quarter, the Uniti Fiber team successfully managed through multiple hurricanes in the Southeast, maintaining high customer service levels with minimal disruptions.  While the financial effect on the third quarter was minimal, the storms will impact some future construction projects and service activation schedules.”

QUARTERLY RESULTS

Revenues for the third quarter of 2017 were $245.2 million.  Net income and Adjusted EBITDA was $4.8 million and $194.9 million, respectively, for the same period.  Net income attributable to common shares was $2.9 million for the period, and included a $3.9 million net gain for changes in the fair value of contingent consideration, and a $8.0 million income tax benefit primarily related to the release of valuation allowances.  Adjusted Funds From Operations (“AFFO”) attributable to common shares was $110.7 million, or $0.63 per diluted common share. The Company’s quarterly results include the impact of the acquisitions of Hunt and Southern Light from their July 3, 2017 acquisition date to September 30, 2017.  

Uniti Fiber contributed $66.4 million of revenues and $28.3 million of Adjusted EBITDA for the third quarter of 2017.  Uniti Fiber’s net success based capital expenditures during the quarter were $51.3 million.  Maintenance capital expenditures were $1.5 million.

1

 


 

 

 

INVESTMENT TRANSACTIONS

The Company closed the acquisitions of Southern Light and Hunt on July 3, 2017 for aggregate initial consideration of approximately $768 million of cash and the issuance of 4.2 million operating partnership units. 

LIQUIDITY AND FINANCING TRANSACTIONS

At quarter-end, the Company had approximately $49.9 million of unrestricted cash and cash equivalents, and $590 million of undrawn borrowing availability under its revolving credit agreement.  The Company’s leverage ratio at quarter end was 5.8x based on Net Debt to Annualized Adjusted EBITDA.  

As previously reported, on October 31, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.60 per common share, payable on January 12, 2018 to stockholders of record on December 29, 2017.

FULL YEAR 2017 OUTLOOK

Our current outlook excludes the impact of any 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 acquisitions and other factors.  Actual results could differ materially from these forward-looking statements.

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

 

Full Year 2017

Revenue

$

913

to

$

918

Adjusted EBITDA (1)

 

748

to

 

753

Interest expense (2)

 

306

to

 

306

 

 

 

 

 

 

Attributable to common shareholders:

 

 

 

 

 

Net loss

 

(37)

to

 

(30)

FFO (1)

 

336

to

 

341

AFFO (1)

 

422

to

 

426

Weighted-average common shares outstanding - diluted

 

169

to

 

169

________________________

 

 

 

 

 

(1)

See “Non-GAAP Financial Measures” below.

 

 

 

 

 

(2)

Includes amortization of deferred financing costs and debt discounts.

 

 

 

 

 

 


2

 


 

 

 

The Company’s 2017 guidance has been updated principally to reflect delays in dark fiber construction and service order activations in the Southeast resulting from the recent hurricanes, and delays in small cell deployments from municipal moratoria.   At the midpoint of its outlook, the Company expects full year 2017 net loss attributable to common shares to be approximately $0.24 per diluted share and AFFO per diluted common share to be $2.51.  The following table provides a reconciliation of the Company’s outlook for AFFO before the impact of pre-funding transactions.

 

Full Year 2017

Midpoint Outlook

Current 2017 outlook – AFFO

$

2.51

 

 

 

 

 

 

Pre-funding capital market transactions (1)

 

0.07

 

 

 

 

 

 

Current 2017 outlook – AFFO before pre-funding transactions

$

2.58

 

 

 

 

 

 

________________________

 

 

 

 

 

(1)

Represents the dilutive impact to AFFO per diluted common share from the effective date of the aforementioned pre-funding capital market transactions to the July 3, 2017 closing date of the Hunt and Southern Light acquisitions.

 

 

 

 

 

.

 

 

 

 

 

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 92383574.  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 September 30, 2017, Uniti owns 4.8 million fiber strand miles, 652 wireless towers, and other communications real estate throughout the United States and Latin America. 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, and our 2017 financial results.

 

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

3

 


 

 

 

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; the adverse impact of litigation affecting us or our customers; 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; 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.


4

 


 

 

 

Uniti Group Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

 

 

 

 

September 30, 2017

 

 

December 31, 2016

Assets:

 

 

 

 

Property, plant and equipment, net

 

$

3,037,469

 

$

2,670,037

Cash and cash equivalents

 

 

49,923

 

 

171,754

Accounts receivable, net

 

 

32,715

 

 

15,281

Goodwill

 

 

672,368

 

 

262,334

Intangible assets, net

 

 

438,019

 

 

160,584

Straight-line revenue receivable

 

 

42,050

 

 

29,088

Other assets

 

 

19,666

 

 

9,674

Total Assets

 

$

4,292,210

 

$

3,318,752

 

 

 

 

 

 

 

Liabilities, Convertible Preferred Stock and Shareholders’ Deficit

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

$

80,725

 

$

40,977

Accrued interest payable

 

 

70,205

 

 

27,812

Deferred revenue

 

 

466,321

 

 

261,404

Derivative liability

 

 

10,442

 

 

6,102

Dividends payable

 

 

109,188

 

 

94,607

Deferred income taxes

 

 

85,145

 

 

28,394

Capital lease obligations

 

 

56,976

 

 

54,535

Contingent consideration

 

 

104,117

 

 

98,600

Notes and other debt, net

 

 

4,361,963

 

 

4,028,214

Total Liabilities

 

 

5,345,082

 

 

4,640,645

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value

 

 

82,785

 

 

80,552

 

 

 

 

 

 

 

Shareholder’s 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: 174,821 shares at September 30, 2017 and 155,139 at

December 31, 2016

 

 

17

 

 

15

Additional paid-in capital

 

 

642,981

 

 

141,092

Accumulated other comprehensive loss

 

 

(5,678)

 

 

(6,369)

Distributions in excess of accumulated earnings

 

 

(1,876,599)

 

 

(1,537,183)

Total Uniti shareholders’ deficit

 

 

(1,239,279)

 

 

(1,402,445)

Noncontrolling interests – operating partnership units

 

 

103,622

 

 

-

Total shareholders’ deficit

 

 

(1,135,657)

 

 

(1,402,445)

Total Liabilities, Convertible Preferred Stock and Shareholders’ Deficit

 

$

4,292,210

 

$

3,318,752

 


5

 


 

 

 

Uniti Group Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Leasing

$

171,673

 

$

                    169,366

 

$

512,893

 

$

                    506,945

Fiber Infrastructure

 

66,363

 

 

25,219

 

 

136,158

 

 

38,995

Towers

 

2,796

 

 

159

 

 

6,679

 

 

271

Consumer CLEC

 

4,378

 

 

5,496

 

 

13,966

 

 

17,277

Total revenues

 

245,210

 

 

200,240

 

 

669,696

 

 

563,488

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

78,784

 

 

70,522

 

 

227,235

 

 

204,607

Depreciation and amortization

 

113,444

 

 

96,723

 

 

317,404

 

 

275,448

General and administrative expense

 

22,068

 

 

10,191

 

 

49,549

 

 

23,619

Operating expense (exclusive of depreciation and amortization)

 

30,172

 

 

15,704

 

 

74,258

 

 

30,322

Transaction related costs

 

8,512

 

 

9,315

 

 

32,213

 

 

24,435

Other (income) expense

 

(3,933)

 

 

-

 

 

9,638

 

 

-

Total costs and expenses

 

249,047

 

 

202,455

 

 

710,297

 

 

558,431

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(3,837)

 

 

(2,215)

 

 

(40,601)

 

 

5,057

Income tax (benefit) expense

 

(8,672)

 

 

128

 

 

(8,976)

 

 

899

Net income (loss)

 

4,835

 

 

(2,343)

 

 

(31,625)

 

 

4,158

Net income attributable to noncontrolling interests

 

107

 

 

-

 

 

107

 

 

-

Net income (loss) attributable to shareholders

 

4,728

 

 

(2,343)

 

 

(31,732)

 

 

4,158

Participating securities’ share in earnings

 

(388)

 

 

(407)

 

 

(1,156)

 

 

(1,164)

Dividends declared on convertible preferred stock

 

(656)

 

 

(649)

 

 

(1,968)

 

 

(1,087)

Amortization of discount on convertible preferred stock

 

(745)

 

 

(745)

 

 

(2,235)

 

 

(1,241)

Net income (loss) attributable to common shareholders

$

2,939

 

$

(4,144)

 

$

(37,091)

 

$

666

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shareholders – Basic

$

2,939

 

$

                        (4,144)

 

$

(37,091)

 

$

                        666

Mark-to-market gains on share settled contingent consideration arrangements

 

(6,964)

 

 

-

 

 

(6,964)

 

 

-

Net (loss) income attributable to common shareholders - Diluted

$

(4,025)

 

$

(4,144)

 

$

(44,055)

 

$

666

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

174,818

 

 

153,878

 

 

166,624

 

 

151,578

Diluted

 

175,399

 

 

153,878

 

 

166,816

 

 

151,716

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.02

 

$

(0.03)

 

$

(0.22)

 

$

0.00

Diluted

$

(0.02)

 

$

(0.03)

 

$

(0.26)

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

0.60

 

$

0.60

 

$

1.80

 

$

1.80

 


6

 


 

 

 

Uniti Group Inc.

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

2017

 

2016

Cash flow from operating activities:

 

 

 

 

Net (loss) income

 

$

(31,625)

 

$

4,158

Adjustments to reconcile net (loss) income to net cash provided by

operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

317,404

 

 

275,448

Amortization of deferred financing costs

 

 

7,964

 

 

5,640

Amortization of debt discount

 

 

9,127

 

 

5,964

Deferred income taxes

 

 

(12,281)

 

 

836

Straight-line revenues

 

 

(10,857)

 

 

(13,174)

Stock based compensation

 

 

5,621

 

 

3,478

Change in fair value of contingent consideration

 

 

9,091

 

 

-

Other

 

 

810

 

 

22

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

532

 

 

(4,435)

Other assets

 

 

(4,307)

 

 

(4,951)

Accounts payable, accrued expenses and other liabilities

 

 

46,275

 

 

27,565

Net cash provided by operating activities

 

 

337,754

 

 

300,551

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

 

(763,665)

 

 

(489,538)

Acquisition of ground lease investments

 

 

(13,869)

 

 

(8,549)

NMS asset acquisitions

 

 

(68,557)

 

 

-

Capital expenditures - other

 

 

(111,101)

 

 

(10,655)

Net cash used in investing activities

 

 

(957,192)

 

 

(508,742)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Principal payment on debt

 

 

(15,810)

 

 

(16,744)

Dividends paid

 

 

(294,272)

 

 

(273,692)

Payments of contingent consideration

 

 

(19,999)

 

 

-

Proceeds from issuance of Notes

 

 

201,000

 

 

148,875

Borrowings under revolving credit facility

 

 

360,000

 

 

521,000

Payments under revolving credit facility

 

 

(200,000)

 

 

(321,000)

Capital lease payments

 

 

(2,348)

 

 

(945)

Deferred financing costs

 

 

(28,533)

 

 

(2,946)

Common stock issuance, net of costs

 

 

498,924

 

 

54,211

Net share settlement

 

 

(1,752)

 

 

(2,123)

Net cash provided by financing activities

 

 

497,210

 

 

106,636

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

397

 

 

(181)

Net decrease in cash and cash equivalents

 

 

(121,831)

 

 

(101,736)

Cash and cash equivalents at beginning of period

 

 

171,754

 

 

142,498

Cash and cash equivalents at end of period

 

$

49,923

 

$

40,762

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

Property and equipment acquired but not yet paid

 

$

3,602

 

$

4,403

Tenant capital improvements

 

 

166,298

 

 

112,200

Acquisition of businesses through non-cash consideration

 

 

122,395

 

 

259,996

 

 

 

 

 

 

 


7

 


 

 

 

Uniti Group Inc.

Reconciliation of Net Income to FFO and AFFO

(In thousands, except per share data)

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

2017

 

2016

Net income (loss) attributable to common shareholders

 

$

2,939

 

$

(4,144)

 

$

(37,091)

 

$

666

Real estate depreciation and amortization

 

 

95,519

 

 

88,846

 

 

278,714

 

 

261,678

Participating securities’ share in earnings

 

 

388

 

 

407

 

 

1,156

 

 

1,164

Participating securities’ share in FFO

 

 

(388)

 

 

(394)

 

 

(1,156)

 

 

(1,164)

Adjustments for noncontrolling interests

 

 

(2,222)

 

 

-

 

 

(2,222)

 

 

-

FFO attributable to common shareholders

 

 

96,236

 

 

84,715

 

 

239,401

 

 

262,344

Transaction related costs

 

 

8,512

 

 

9,315

 

 

32,213

 

 

24,435

Change in fair value of contingent consideration

 

 

(3,933)

 

 

-

 

 

9,091

 

 

-

Amortization of deferred financing costs

 

 

2,889

 

 

1,959

 

 

7,964

 

 

5,640

Amortization of debt discount

 

 

3,221

 

 

2,038

 

 

9,127

 

 

5,964

Stock based compensation

 

 

1,968

 

 

1,331

 

 

5,621

 

 

3,478

Non-real estate depreciation and amortization

 

 

17,925

 

 

7,877

 

 

38,690

 

 

13,770

Straight-line revenues

 

 

(3,609)

 

 

(4,547)

 

 

(10,857)

 

 

(13,174)

Maintenance capital expenditures

 

 

(1,476)

 

 

(1,415)

 

 

(3,454)

 

 

(2,095)

Amortization of discount on convertible preferred stock

 

 

745

 

 

745

 

 

2,235

 

 

1,241

Adjustment to deferred tax valuation allowance

 

 

(7,992)

 

 

-

 

 

(7,992)

 

 

-

Other non-cash (revenue) expense, net

 

 

(3,509)

 

 

(2,333)

 

 

(9,304)

 

 

(4,842)

Adjustments for noncontrolling interests

 

 

(310)

 

 

-

 

 

(310)

 

 

-

Adjusted FFO attributable to common shareholders

 

$

110,667

 

$

99,685

 

$

312,425

 

$

296,761

 

 

 

 

 

 

 

 

 

 

 

 

 

Per diluted common share:

 

 

 

 

 

 

 

 

 

 

 

 

EPS

 

$

(0.02)

 

$

(0.03)

 

$

(0.26)

 

$

0.00

FFO

 

$

0.55

 

$

0.55

 

$

1.44

 

$

                   1.73

AFFO

 

$

0.63

 

$

0.65

 

$

1.87

 

$

                   1.96

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares used to calculate basic (loss) earnings per common share

 

 

174,818

 

 

153,878

 

 

166,624

 

 

151,578

Effect of dilutive non-participating securities

 

 

581

 

 

149

 

 

192

 

 

138

Weighted average common shares used to calculate diluted FFO and AFFO per common share

 

 

175,399

 

 

154,027

 

 

166,816

 

 

151,716

 

 


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Uniti Group Inc.

Reconciliation of EBITDA and Adjusted EBITDA

(In thousands)

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016


Net income (loss)

 

$

4,835

 

$

(2,343)

 

$

(31,625)

 

$

4,158

Depreciation and amortization

 

 

113,444

 

 

96,723

 

 

317,404

 

 

275,448

Interest expense

 

 

78,784

 

 

70,522

 

 

227,235

 

 

204,607

Income tax (benefit) expense

 

 

(8,672)

 

 

128

 

 

(8,976)

 

 

899

EBITDA

 

 

188,391

 

 

165,030

 

 

504,038

 

 

485,112

Stock based compensation

 

 

1,968

 

 

1,331

 

 

5,621

 

 

3,478

Transaction related costs

 

 

8,512

 

 

9,315

 

 

32,213

 

 

24,435

Other (income) expense

 

 

(3,933)

 

 

-

 

 

9,638

 

 

-

Adjusted EBITDA

 

$

194,938

 

$

175,676

 

$

551,510

 

$

513,025

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

Leasing

 

$

171,215

 

$

169,075

 

$

511,803

 

$

505,912

Fiber Infrastructure

 

 

28,348

 

 

9,273

 

 

52,533

 

 

14,773

Towers

 

 

(98)

 

 

(258)

 

 

(1,075)

 

 

(857)

Consumer CLEC

 

 

1,025

 

 

1,213

 

 

3,514

 

 

3,875

Corporate

 

 

(5,552)

 

 

(3,627)

 

 

(15,265)

 

 

(10,678)

 

 

$

194,938

 

$

175,676

 

$

551,510

 

$

513,025

 

 

 

 

 

 

 

 

 

 

 

 

 

Annualized Adjusted EBITDA (1)

 

$

779,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt (2)

 

$

4,569,133

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

49,923

 

 

 

 

 

 

 

 

 

Net Debt

 

$

4,519,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt/Annualized Adjusted EBITDA

 

 

5.9x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Debt/Annualized Adjusted EBITDA

 

 

5.8x

 

 

 

 

 

 

 

 

 

 

(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 $57.0 million of capital leases, but excludes $150.2 million of unamortized discounts and deferred financing costs.

 

 

 

 

 

 


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Uniti Group Inc.

Projected Future Results (1)

(In millions)

      

 

 

Year Ended

December 31, 2017

Net loss attributable to common shareholders

 

($37) to ($30)

Noncontrolling interest share in earnings

 

-

Participating securities’ share in earnings

 

2

Dividends declared on convertible preferred stock

 

3

Amortization of discount on convertible preferred stock

 

3

Net Loss (2)

 

($29) to ($22)

Interest expense

 

306

Depreciation and amortization

 

428

Income tax benefit

 

(9)

EBITDA (2)

 

$697 to $703

Stock based compensation

 

8

Transaction related cost

 

32

Other expense

 

10

Adjusted EBITDA (2)

 

$748 to $753

 

(1)

These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release.  Final purchase price allocations, 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.

 

 

 

 

 


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Uniti Group Inc.

Projected Future Results (1)

(Per Diluted Share)

      

 

 

Year Ended

December 31, 2017

Net loss attributable to common shareholders (2)

 

($0.26) to ($0.22)

Mark-to-market gain on share settled contingent consideration arrangements

 

0.04

Real estate depreciation and amortization

 

2.22

Participating securities share in earnings

 

0.01

Participating securities share in FFO

 

(0.01)

Adjustments for noncontrolling interests

 

(0.03)

FFO attributable to common shareholders (3)

 

$1.98 to $2.02

Transaction related costs

 

0.19

Amortization of deferred financing costs and debt discount

 

0.14

Stock based compensation

 

0.05

Non-real estate depreciation and amortization

 

0.31

Change in fair value of contingent consideration

 

0.05

Straight-line revenues

 

(0.09)

Maintenance capital expenditures

 

(0.03)

Amortization of discount on convertible preferred stock

 

0.02

Adjustment to deferred tax valuation allowance

 

(0.05)

Other non-cash revenue, net

 

(0.08)

Adjustments for noncontrolling interests

 

(0.00)

AFFO attributable to common shareholders (3)

$2.49 to $2.52

 

 

 

 

(1)

These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release.  Final purchase price allocations, 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)

Calculated in accordance with generally accepted accounting principles, and excludes the impact of $7.0 million of mark-to-market gains on share settled contingent consideration arrangements.

 

(3)

The components of projected future results may not add to FFO and AFFO attributable to common shareholders due to rounding.

 

 

 

 

 

 

Components of Interest Expense (1)

(In millions)

      

 

 

Year Ended

December 31, 2017

Interest expense on debt obligations

 

$283

Amortization of deferred financing cost and debt discounts

 

23

Interest expense (2)

 

$306

 

(1)

These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release.  Final purchase price allocations, 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 interest expense may not add to the total due to rounding.

 

 

 

 


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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”) 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, 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 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. We compute FFO in accordance with NAREIT’s definition.

The Company defines AFFO, as FFO excluding (i) transaction and integration costs; (ii) 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, straight line revenues, 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; (iii) 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 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

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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:

 

Mark A. Wallace, 501-850-0866

Executive Vice President, Chief Financial Officer & Treasurer

mark.wallace@uniti.com

Jim Volk, 501-850-0872

Vice President, Finance & Investor Relations

jim.volk@uniti.com

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