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  Title	Uniti Group Inc. Reports Fourth Quarter and Full Year 2024 Results
  ID	7175602
  External ID	7569481450
  Author	Unknown
  Published Date	Feb. 21, 2025, 1:48 p.m.
  Summary	Recently Completed Landmark ABS Financing Provides Attractive Alternative Source of Capital While Further Strengthening Uniti’s Balance Sheet Provides Initial 2025 Outlook Net Income of $21.6 Millio
  Tags	None
  URL	https://www.marketscreener.com/quote/stock/uniti-group-inc-34126458/news/uniti-group-inc-reports-fourth-quarter-and-full-year-2024-results-49127169/
  Sentiment	Negative: 0.02050    Neutral: 0.03060    Positive: 0.94890
  Relevance	0.03057

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  Content ID	4495642
  Key	ff7eb9b3-c696-48a7-a2cd-c4af3b1ab86c
  Content	Recently Completed Landmark ABS Financing Provides Attractive Alternative Source of Capital While Further Strengthening Uniti’s Balance Sheet Provides Initial 2025 Outlook Net Income of $21.6 Million and $93.4 Million for the Fourth Quarter and Full Year, Respectively Net Income of $0.09 and $0.38 Per Diluted Common Share for the Fourth Quarter and Full Year, Respectively AFFO of $0.35 and $1.35 Per Diluted Common Share for the Fourth Quarter and Full Year, Respectively LITTLE ROCK, Ark., Feb. 21, 2025 (GLOBE NEWSWIRE) -- Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) today announced its results for the fourth quarter and full year 2024. “2024 was a transformational year for Uniti with the announcement of our upcoming merger with Windstream, solid growth across our business segments, and continued work to improve and strengthen our balance sheet. Our core recurring strategic fiber revenue grew approximately 5% in 2024 when compared to 2023, consolidated bookings were up 40% during the fourth quarter when compared to the same period last year, and the capital intensity of our fiber business continues to decline. Strategically, Uniti is uniquely well positioned to benefit from the emerging themes related to Generative AI and convergence, both of which put a premium demand on our mission critical fiber infrastructure,” commented President and Chief Executive Officer, Kenny Gunderman. Mr. Gunderman continued, “Turning to our balance sheet, we continue to work diligently to enhance and strengthen our capital structure prior to completing the merger with Windstream. We recently completed our landmark inaugural ABS transaction that provides Uniti with an attractive source of capital, and used a portion of those proceeds to redeem some of our most expensive debt. Also, together with recent refinancing activity at Windstream, we have successfully pushed out a meaningful portion of the combined company’s upcoming debt maturities, specifically those that were set to mature in 2028. Finally, we continue to make meaningful progress on our merger with Windstream and remain on track to close the transaction by the second half of 2025.” QUARTERLY RESULTS Consolidated revenues for the fourth quarter of 2024 were $293.3 million. Net income and Adjusted EBITDA were $21.6 million and $239.5 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 82%. Net income attributable to common shares was $21.0 million for the period. AFFO attributable to common shareholders was $92.0 million, or $0.35 per diluted common share. Uniti Fiber contributed $71.7 million of revenues and $31.1 million of Adjusted EBITDA for the fourth quarter of 2024, achieving Adjusted EBITDA margins of approximately 43%. Uniti Leasing contributed revenues of $221.7 million and Adjusted EBITDA of $214.5 million for the fourth quarter. Combined gross capital expenditures for both Uniti Fiber and Uniti Leasing were $24.3 million during the fourth quarter of 2024, which was offset by upfront customer payments totaling $23.6 million, resulting in net success-based capex of $0.7 million for the quarter. FULL YEAR RESULTS Consolidated revenues for the year ended December 31, 2024 were $1.2 billion. Net income and Adjusted EBITDA were $93.4 million and $940.1 million, respectively, for the same period. Net income attributable to common shares was $91.3 million for the period. AFFO attributable to common shareholders was $358.9 million, or $1.35 per diluted common share. Uniti Fiber contributed $286.4 million of revenues and $111.6 million of Adjusted EBITDA for the full year of 2024, achieving Adjusted EBITDA margins of approximately 39%. Uniti Fiber’s net success-based capital expenditures for the full year of 2024 were $69.3 million, representing capital intensity of 24%. Uniti Leasing contributed revenues of $880.5 million and Adjusted EBITDA of $851.2 million for the full year of 2024. Uniti Leasing’s net success-based capital expenditures for the full year of 2024 were $242.8 million, including $230.8 million of GCI capex. FINANCING TRANSACTIONS On February 3, 2025, Uniti announced that it had closed on its previously announced inaugural $589 million fiber securitization notes offering (collectively, the “Series 2025-1 Term Notes”). The Series 2025-1 Term Notes have a weighted average yield of approximately 6.5% and will be secured by certain fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi and Alabama. Uniti used a portion of the net proceeds to repay and terminate its existing ABS bridge facility, and to redeem $125 million aggregate principal amount of its outstanding 10.50% senior secured notes due 2028. LIQUIDITY At year-end, the Company had approximately $655.6 million of unrestricted cash and cash equivalents, and undrawn borrowing availability under its revolving credit agreement. The Company’s leverage ratio at year-end was 5.80x based on net debt to fourth quarter 2024 annualized Adjusted EBITDA, excluding the debt and the net contributions from the ABS facilities. FULL YEAR 2025 OUTLOOK Our 2025 outlook includes the estimated impact from the recent ABS financing and partial redemption of the 10.50% senior secured notes due 2028. Our outlook excludes any impact from the expected merger with Windstream, future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein. The Company’s consolidated outlook for 2025 is as follows (in millions): Full Year 2025 Revenue $ 1,196 to $ 1,216 Net income attributable to common shareholders 95 to 115 Adjusted EBITDA (1) 966 to 986 Interest expense, net (2) 532 to 532 Attributable to common shareholders: FFO (1) 322 to 342 AFFO (1) 369 to 389 Weighted-average common shares outstanding – diluted 280 to 280 ________________________ (1) See “Non-GAAP Financial Measures” below. (2) See “Components of Interest Expense” below. CONFERENCE CALL Uniti will hold a conference call today to discuss this earnings release at 8:30 AM Eastern Time (7:30 AM Central Time). The conference call will be webcast live on Uniti’s Investor Relations website at investor.uniti.com. Those parties interested in participating via telephone may register on the Company’s Investor Relations website or by clicking here. A replay of the call will also be made available on the Investor Relations website. ABOUT UNITI Uniti, an internally managed real estate investment trust, is engaged in the acquisition and construction of mission critical communications infrastructure, and is a leading provider of fiber and other wireless solutions for the communications industry. As of December 31, 2024, Uniti owns approximately 145,000 fiber route miles, 8.8 million fiber strand miles, and other communications real estate throughout the United States. Additional information about Uniti can be found on its website at www.uniti.com. NO OFFER OR SOLICITATION This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Uniti, Windstream Holdings II (“Windstream”) or Windstream Parent, Inc., the proposed combined company following the closing of the Merger (as defined below) (“New Uniti”) or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the contemplated merger (the “Merger”), New Uniti has filed a registration statement on Form S-4 with the SEC, as amended (No. 333-281068), which was declared effective by the SEC on February 12, 2025 and contains a definitive proxy statement/prospectus and other documents. The definitive proxy statement/prospectus was mailed to stockholders of Uniti seeking their approval of the transaction-related proposals. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents that have been or may be filed with the SEC in connection with the Merger. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER CONTAIN IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE MERGER AND RELATED MATTERS. INVESTORS SHOULD READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE MERGER. The definitive proxy statement/prospectus, any supplements thereto and all other documents filed with the SEC in connection with the Merger are available free of charge on the SEC’s website (at www.sec.gov). Copies of documents filed with the SEC by Uniti have been and will continue to be made available free of charge on Uniti's investor relations website (at https://investor.uniti.com/financial-information/sec-filings). PARTICIPANTS IN THE SOLICITATION Uniti, Windstream and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti’s stockholders in connection with the Merger. Information about Uniti’s directors and executive officers is set forth in the sections titled “Proposal No. 1 Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management” included in Uniti’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section titled “Directors, Executive Officers and Corporate Governance” included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000162828024008054/unit-20231231.htm), and subsequent statements of beneficial ownership on file with the SEC and other filings made from time to time with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus filed by Uniti with the SEC (and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465925012218/tm2412846-31_defm14a.htm). FORWARD-LOOKING STATEMENTS Certain statements in this press release and today’s conference call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. Those forward-looking statements include all statements that are not historical statements of fact, including, without limitation, our 2025 financial outlook, expectations regarding lease-up of our network, strong demand trends, business strategies, growth prospects, and statements regarding the Merger and potential synergies, potential cost savings and the future performance of New Uniti (together with Windstream and Uniti, the “Merged Group”). In addition, this communication contains statements concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the Merged Group, the anticipated timing for and outcome and effects of the Merger (including expected benefits to shareholders of Uniti), expectations for the final capital structure, ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the Merged Group. Words such as "anticipate(s)," "expect(s)," "intend(s)," “estimate(s),” “foresee(s),” "plan(s)," "believe(s)," "may," "will," "would," "could," "should," "seek(s)," “appear(s),” “target(s),” “project(s),” “contemplate(s),” “predict(s),” “potential,” “continue(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could materially alter our expectations include, but are not limited to, the future prospects of Windstream, our largest customer; the ability and willingness of our customers to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant; the availability of and our ability to identify suitable acquisition opportunities and our ability to acquire and lease the respective properties on favorable terms; the risk that we fail to fully realize the potential benefits of acquisitions or have difficulty integrating acquired companies; our ability to generate sufficient cash flows to service our outstanding indebtedness and fund our capital funding commitments; our ability to access debt and equity capital markets; the impact on our business or the business of our customers as a result of credit rating downgrades and fluctuating interest rates; our ability to retain our key management personnel; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to real estate investment trusts; covenants in our debt agreements that may limit our operational flexibility; the possibility that we may experience equipment failures, natural disasters, cyber-attacks or terrorist attacks for which our insurance may not provide adequate coverage; other risks inherent in the communications industry and in the ownership of communications distribution systems, including potential liability relating to environmental matters and illiquidity of real estate investments; the satisfaction of the conditions precedent to the consummation of the Merger, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Merger, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the Merger within the expected time period (if at all); potential difficulties in Uniti’s and Windstream’s ability to retain employees as a result of the announcement and pendency of the Merger; risks relating to the value of New Uniti’s securities to be issued in connection with the Merger; disruptions of Uniti’s and Windstream’s current plans, operations and relationships with customers caused by the announcement and pendency of the Merger; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Merger; funding requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy); and additional factors described in our reports filed with the SEC, including Uniti’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. There can be no assurance that the Merger will be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any potential cost savings or expected synergies). See also “Additional Information and Where to Find it.” All forward-looking statements are based on information and estimates available at the time of this communication and are not guarantees of future performance. Except as required by applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with respect to Uniti, Windstream or the Merged Group, or the subject matter of this communication), create an implication that there has been no change in the affairs of Uniti or Windstream since the date of this communication. NON-GAAP PRESENTATION This release and today’s conference call contain certain supplemental measures of performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). Such measures should not be considered as alternatives to GAAP. Further information with respect to and reconciliations of such measures to the nearest GAAP measure can be found herein. Uniti Group Inc. Consolidated Balance Sheets (In thousands, except per share data) December 31, 2024 December 31, 2023 Assets: Property, plant and equipment, net $ 4,209,747 $ 3,982,069 Cash and cash equivalents 155,593 62,264 Restricted cash and cash equivalents 28,254 — Accounts receivable, net 51,418 46,358 Goodwill 157,380 157,380 Intangible assets, net 275,414 305,115 Straight-line revenue receivable 108,870 90,988 Operating lease right-of-use assets, net 126,791 125,105 Other assets, net 40,556 118,117 Deferred income tax assets, net 128,045 109,128 Assets held for sale — 28,605 Derivative asset 77 — Total Assets $ 5,282,145 $ 5,025,129 Liabilities and Shareholders’ Deficit Liabilities: Accounts payable, accrued expenses and other liabilities, net $ 89,688 $ 119,340 Settlement payable 71,785 163,583 Intangible liabilities, net 145,703 156,397 Accrued interest payable 143,901 133,683 Deferred revenue 1,400,952 1,273,661 Dividends payable 665 36,162 Operating lease liabilities 80,504 84,404 Finance lease obligations 17,190 18,110 Notes and other debt, net 5,783,597 5,523,579 Liabilities held for sale — 331 Total liabilities 7,733,985 7,509,250 Commitments and contingencies Shareholders’ Deficit: Preferred stock, $ 0.0001 par value, 50,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.0001 par value, 500,000 shares authorized, issued and outstanding: 237,513 shares at December 31, 2024 and 236,559 shares at December 31, 2023 24 24 Additional paid-in capital 1,236,045 1,221,824 Accumulated other comprehensive loss (634 ) — Distributions in excess of accumulated earnings (3,687,808 ) (3,708,240 ) Total Uniti shareholders’ deficit (2,452,373 ) (2,486,392 ) Noncontrolling interests – operating partnership units and non-voting convertible preferred stock 533 2,271 Total shareholders’ deficit (2,451,840 ) (2,484,121 ) Total Liabilities and Shareholders’ Deficit $ 5,282,145 $ 5,025,129 Uniti Group Inc. Consolidated Statements of Income (Loss) (In thousands, except per share data) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Revenues: Uniti Leasing $ 221,661 $ 214,923 $ 880,490 $ 852,772 Uniti Fiber 71,654 70,733 286,437 297,059 Total revenues 293,315 285,656 1,166,927 1,149,831 Costs and Expenses: Interest expense, net 129,671 123,106 511,364 512,349 Depreciation and amortization 79,948 79,149 314,810 310,528 General and administrative expense 24,473 25,401 105,019 102,732 Operating expense (exclusive of depreciation, accretion and amortization) 33,624 34,398 140,377 144,276 Transaction related and other costs 7,666 2,806 38,734 12,611 Loss (gain) on sale of real estate 46 (740 ) (18,953 ) (2,164 ) Goodwill impairment — — — 203,998 Other (income) expense, net — (2,937 ) (301 ) 18,386 Total costs and expenses 275,428 261,183 1,091,050 1,302,716 Income (loss) before income taxes and equity in earnings from unconsolidated entities 17,887 24,473 75,877 (152,885 ) Income tax benefit (3,686 ) (5,575 ) (17,555 ) (68,474 ) Equity in earnings from unconsolidated entities — (672 ) — (2,662 ) Net income (loss) 21,573 30,720 93,432 (81,749 ) Net income (loss) attributable to noncontrolling interests 3 14 26 (36 ) Net income (loss) attributable to shareholders 21,570 30,706 93,406 (81,713 ) Participating securities’ share in earnings (587 ) (317 ) (2,080 ) (1,207 ) Dividends declared on convertible preferred stock (5 ) (5 ) (20 ) (20 ) Net income (loss) attributable to common shareholders $ 20,978 $ 30,384 $ 91,306 $ (82,940 ) Net income (loss) attributable to common shareholders – Basic $ 20,978 $ 30,384 $ 91,306 $ (82,940 ) Impact of if-converted dilutive securities — — — — Net income (loss) attributable to common shareholders – Diluted $ 20,978 $ 30,384 $ 91,306 $ (82,940 ) Weighted average number of common shares outstanding: Basic 237,495 236,547 237,306 236,401 Diluted 237,495 236,547 237,306 236,401 Earnings (loss) per common share: Basic $ 0.09 $ 0.13 $ 0.38 $ (0.35 ) Diluted $ 0.09 $ 0.13 $ 0.38 $ (0.35 ) Uniti Group Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2024 2023 Cash flow from operating activities: Net income (loss) $ 93,432 $ (81,749 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 314,810 310,528 Amortization of deferred financing costs and debt discount 22,738 18,498 Loss on debt extinguishment — 31,187 Interest rate cap amortization 1,489 — Deferred income taxes (18,917 ) (68,497 ) Equity in earnings of unconsolidated entities — (2,662 ) Distributions of cumulative earnings from unconsolidated entities — 3,964 Cash paid for interest rate cap (2,200 ) — Straight-line revenues and amortization of below-market lease intangibles (30,584 ) (37,944 ) Stock-based compensation 13,508 12,491 Goodwill impairment — 203,998 (Gain) Loss on asset disposals (872 ) (573 ) Gain on sale of real estate (18,953 ) (2,164 ) Gain on sale of unconsolidated entity — (2,646 ) Accretion of settlement payable 6,224 10,506 Other 2,767 701 Changes in assets and liabilities: Accounts receivable (5,060 ) (3,727 ) Other assets 15,961 15,795 Accounts payable, accrued expenses and other liabilities (27,648 ) (54,577 ) Net cash provided by operating activities 366,695 353,129 Cash flow from investing activities: Capital expenditures (354,834 ) (417,002 ) Proceeds from sale of equipment 2,397 3,146 Proceeds from sale of real estate, net of cash 40,241 2,545 Proceeds from sale of unconsolidated entity 40,000 — Net cash used in investing activities (272,196 ) (411,311 ) Cash flow from financing activities: Repayment of debt (122,942 ) (2,263,662 ) Proceeds from issuance of notes 309,000 2,600,000 Dividends paid (108,455 ) (107,405 ) Payments of settlement payable (98,022 ) (98,022 ) Borrowings under revolving credit facility 130,000 506,000 Payments under revolving credit facility (338,000 ) (486,000 ) Proceeds from ABS Loan Facility 275,000 — Finance lease payments (2,652 ) (2,262 ) Payments for financing costs (15,778 ) (26,955 ) Payment for settlement of common stock warrant — (56 ) Proceeds from termination of bond hedge option — 59 Costs related to the early repayment of debt — (44,303 ) Distributions paid to noncontrolling interests (37 ) (48 ) Payment for exchange of noncontrolling interest (92 ) — Employee stock purchase program 657 730 Payments related to tax withholding for stock-based compensation (1,595 ) (1,433 ) Net cash provided by financing activities 27,084 76,643 Net increase in cash, restricted cash and cash equivalents 121,583 18,461 Cash, restricted cash and cash equivalents at beginning of period 62,264 43,803 Cash, restricted cash and cash equivalents at end of period $ 183,847 $ 62,264 Non-cash investing and financing activities: Property and equipment acquired but not yet paid $ 10,186 $ 8,798 Tenant capital improvements 263,087 167,763 Sale of unconsolidated entity — 40,000 Uniti Group Inc. Reconciliation of Net Income to FFO and AFFO (In thousands, except per share data) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Net income (loss) attributable to common shareholders $ 20,978 $ 30,384 $ 91,306 $ (82,940 ) Real estate depreciation and amortization 58,504 56,132 226,419 221,115 Gain on sale of real estate assets, net of tax 46 (740 ) (18,905 ) (2,164 ) Participating securities share in earnings 587 317 2,080 1,207 Participating securities share in FFO (2,178 ) (766 ) (6,344 ) (2,064 ) Real estate depreciation and amortization from unconsolidated entities — 435 — 1,740 Adjustments for noncontrolling interests (8 ) (26 ) (42 ) (100 ) FFO attributable to common shareholders 77,929 85,736 294,514 136,794 Transaction related and other costs 7,666 2,806 38,734 12,611 Amortization of deferred financing costs and debt discount 5,964 4,523 22,738 18,498 Write off of deferred financing costs and debt discount — — — 10,412 Gain on extinguishment of debt — — — (1,269 ) Costs related to the early repayment of debt — — — 51,997 Stock based compensation 3,388 3,083 13,508 12,491 Gain on sale of unconsolidated entity, net of tax — (2,476 ) — (2,476 ) Non-real estate depreciation and amortization 21,444 23,016 88,391 89,413 Goodwill impairment, net of tax — — — 151,856 Straight-line revenues and amortization of below-market lease intangibles (6,226 ) (9,149 ) (30,584 ) (37,944 ) Maintenance capital expenditures (2,175 ) (1,624 ) (8,064 ) (6,962 ) TCI revenue amortization (13,641 ) (12,339 ) (50,889 ) (46,967 ) Other, net (2,365 ) (2,332 ) (9,414 ) (4,370 ) Adjustments for equity in earnings from unconsolidated entities — 320 — 1,280 Adjustments for noncontrolling interests (2 ) (3 ) (13 ) (112 ) AFFO attributable to common shareholders $ 91,982 $ 91,561 $ 358,921 $ 385,252 Reconciliation of Diluted FFO and AFFO: FFO Attributable to common shareholders – Basic $ 77,929 $ 85,736 $ 294,514 $ 136,794 Impact of if-converted dilutive securities 5,967 7,011 25,825 27,269 FFO Attributable to common shareholders – Diluted $ 83,896 $ 92,747 $ 320,339 $ 164,063 AFFO Attributable to common shareholders – Basic $ 91,982 $ 91,561 $ 358,921 $ 385,252 Impact of if-converted dilutive securities 5,747 6,976 25,277 28,038 AFFO Attributable to common shareholders – Diluted $ 97,729 $ 98,537 $ 384,198 $ 413,290 Weighted average common shares used to calculate basic earnings per common share (1) 237,495 236,547 237,306 236,401 Impact of dilutive non-participating securities — — — — Impact of if-converted dilutive securities 42,044 53,401 48,024 53,701 Weighted average common shares used to calculate diluted FFO and AFFO per common share (1) 279,539 289,948 285,330 290,102 Per diluted common share: EPS $ 0.09 $ 0.13 $ 0.38 $ (0.35 ) FFO $ 0.30 $ 0.32 $ 1.12 $ 0.57 AFFO $ 0.35 $ 0.34 $ 1.35 $ 1.42 (1) For periods in which FFO to common shareholders is a loss, the weighted average common shares used to calculate diluted FFO per common share is equal to the weighted average common shares used to calculate basic earnings per share. Uniti Group Inc. Reconciliation of EBITDA and Adjusted EBITDA (In thousands) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Net income (loss) $ 21,573 $ 30,720 $ 93,432 $ (81,749 ) Depreciation and amortization 79,948 79,149 314,810 310,528 Interest expense, net 129,671 123,106 511,364 512,349 Income tax benefit (3,686 ) (5,575 ) (17,555 ) (68,474 ) EBITDA $ 227,506 $ 227,400 $ 902,051 $ 672,654 Stock-based compensation 3,388 3,083 13,508 12,491 Transaction related and other costs 7,666 2,806 38,734 12,611 Gain on sale of real estate 46 (740 ) (18,953 ) (2,164 ) Goodwill impairment — — — 203,998 Other, net 849 (2,180 ) 4,726 20,893 Adjustments for equity in earnings from unconsolidated entities — 755 — 3,019 Adjusted EBITDA $ 239,455 $ 231,124 $ 940,066 $ 923,502 Adjusted EBITDA: Uniti Leasing $ 214,460 $ 209,478 $ 851,178 $ 829,557 Uniti Fiber 31,071 27,011 111,557 115,723 Corporate (6,076 ) (5,365 ) (22,669 ) (21,778 ) $ 239,455 $ 231,124 $ 940,066 $ 923,502 Annualized Adjusted EBITDA (1) $ 939,578 As of December 31, 2024: Total Debt (2) $ 5,603,690 Unrestricted cash and cash equivalents 155,593 Net Debt $ 5,448,097 Net Debt/Annualized Adjusted EBITDA 5.80x ________________________ (1) Calculated as Adjusted EBITDA for the most recently reported three-month period, excluding net contributions of $4.6 million from the ABS Loan Facility subsidiaries, 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 $17.2 million of finance leases, but excludes $77.9 million of unamortized discounts and deferred financing costs and excludes the principal balance from the $275.0 million ABS loan facility. Uniti Group Inc. Projected Future Results (1) (In millions) Year Ended December 31, 2025 Net income attributable to common shareholders $ 95 to $ 115 Participating securities’ share in earnings 3 Net income (2) 98 to 118 Interest expense, net (3) 532 Depreciation and amortization 323 Income tax benefit (4) EBITDA (2) 949 to 969 Stock-based compensation 14 Transaction related and other costs (4) 3 Adjusted EBITDA (2) $ 966 to $ 986 ________________________ (1) These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release. Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections. There can be no assurance that our actual results will not differ materially from the estimates set forth above. (2) The components of projected future results may not add due to rounding. (3) See “Components of Projected Interest Expense” below. (4) Future transaction related costs not mentioned herein are not included in our current outlook. Uniti Group Inc. Projected Future Results (1) (Per Diluted Share) Year Ended December 31, 2025 Net income attributable to common shareholders – Basic $ 0.40 to $ 0.48 Real estate depreciation and amortization 0.98 Participating securities’ share in earnings and FFO, net (0.03) FFO attributable to common shareholders – Basic (2) $ 1.35 to $ 1.43 Impact of if-converted securities (0.14) FFO attributable to common shareholders – Diluted (2) $ 1.21 to $ 1.29 FFO attributable to common shareholders – Basic (2) $ 1.35 to $ 1.43 Transaction related and other costs (3) - Amortization of deferred financing costs and debt discount 0.11 Accretion of settlement payable (4) 0.01 Stock-based compensation 0.06 Non-real estate depreciation and amortization 0.37 Straight-line revenues (0.08) Maintenance capital expenditures (0.03) Other, net (0.24) AFFO attributable to common shareholders – Basic (2) $ 1.55 to $ 1.63 Impact of if-converted securities (0.15) AFFO attributable to common shareholders – Diluted (2) $ 1.40 to $ 1.47 ________________________ (1) These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release. Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections. There can be no assurance that our actual results will not differ materially from the estimates set forth above. (2) The components of projected future results may not add to FFO and AFFO attributable to common shareholders due to rounding. (3) Future transaction related and other costs are not included in our current outlook. (4) Represents the accretion of the Windstream settlement payable to its stated value. At the effective date of the settlement, we recorded the payable on the balance sheet at its initial fair value, which will be accreted based on an effective interest rate of 4.2% and reduced by the scheduled quarterly payments. Uniti Group Inc. Components of Projected Interest Expense (1) (In millions) Year Ended December 31, 2025 Interest expense on debt obligations $ 504 Accretion of Windstream settlement payable 2 Amortization of deferred financing cost and debt discounts 26 Interest expense, net (2) $ 532 ________________________ (1) These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release. Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections. There can be no assurance that our actual results will not differ materially from the estimates set forth above. (2) The components of interest expense may not add to the total due to rounding. NON-GAAP FINANCIAL MEASURES We refer to EBITDA, Adjusted EBITDA, Funds From Operations (“FFO”) (as defined by the National Association of Real Estate Investment Trusts (“NAREIT”)) and Adjusted Funds From Operations (“AFFO”) in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA, Adjusted EBITDA, FFO and AFFO are important non-GAAP supplemental measures of operating performance for a REIT. We define “EBITDA” as net income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of transaction and integration related costs, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), costs related to the settlement with Windstream, goodwill impairment charges, severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP. Because the historical cost accounting convention used for real estate assets requires the recognition of depreciation expense except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined by NAREIT as net income attributable to common shareholders computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges, and includes adjustments to reflect the Company’s share of FFO from unconsolidated entities. We compute FFO in accordance with NAREIT’s definition. The Company defines AFFO, as FFO excluding (i) Transaction Related and Other Costs; (ii) costs related to the litigation settlement with Windstream, accretion on our settlement obligation, and gains on the prepayment of our settlement obligation as these items are not reflective of ongoing operating performance; (iii) goodwill impairment charges; (iv) certain non-cash revenues and expenses such as stock-based compensation expense, amortization of debt and equity discounts, amortization of deferred financing costs, depreciation and amortization of non-real estate assets, amortization of non-cash rights-of-use assets, straight line revenues, non-cash income taxes, and the amortization of other non-cash revenues to the extent that cash has not been received, such as revenue associated with the amortization of tenant capital improvements; and (v) the impact, which may be recurring in nature, of the write-off of unamortized deferred financing fees, additional costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, severance costs, taxes associated with tax basis cancellation of debt, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments and similar or infrequent items less maintenance capital expenditures. AFFO includes adjustments to reflect the Company’s share of AFFO from unconsolidated entities. We believe that the use of FFO and AFFO, and their respective per share amounts, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and analysts, and makes comparisons of operating results among such companies more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating performance. In particular, we believe AFFO, by excluding certain revenue and expense items, can help investors compare our operating performance between periods and to other REITs on a consistent basis without having to account for differences caused by unanticipated items and events, such as transaction and integration related costs. The Company uses FFO and AFFO, and their respective per share amounts, only as performance measures, and FFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. Further, our computations of EBITDA, Adjusted EBITDA, FFO and AFFO may not be comparable to that reported by other REITs or companies that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define EBITDA, Adjusted EBITDA and AFFO differently than we do. INVESTOR AND MEDIA CONTACTS: Paul Bullington, 251-662-1512 Senior Vice President, Chief Financial Officer & Treasurer paul.bullington@uniti.com Bill DiTullio, 501-850-0872 Senior Vice President, Investor Relations & Treasury bill.ditullio@uniti.com This press release was published by a CLEAR® Verified individual.
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