0001620280FALSE00016202802023-08-032023-08-03

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): August 3, 2023
Uniti Group Inc.
(Exact name of registrant as specified in its charter)
Maryland001-3670846-5230630
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2101 Riverfront Drive, Suite A
Little Rock, AR, 72202
(Address of Principal Executive Offices)
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockUNITThe NASDAQ Global Select Market
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 o
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. o


Item 2.02 Results of Operations and Financial Condition
On August 3, 2023, Uniti Group Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2023. 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
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
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: August 3, 2023
UNITI GROUP INC.
By:/s/ Daniel L. Heard
Name:Daniel L. Heard
Title:Executive Vice President – General Counsel and Secretary

Exhibit 99.1
a1.jpg
Press Release
Release date: August 3, 2023


Uniti Group Inc. Reports Second Quarter 2023 Results
Reiterates 2023 Outlook for Revenue, Adjusted EBITDA and AFFO
•Net Income of $25.6 Million or $0.11 Per Diluted Common Share for the Second Quarter
•AFFO Per Diluted Common Share of $0.34 for the Second Quarter

LITTLE ROCK, Ark., August 3, 2023 (GLOBE NEWSWIRE) – Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) today announced its results for the second quarter 2023.

“We continue to see robust demand for our fiber infrastructure, highlighted by $0.75 million of consolidated bookings during the quarter, a 20% increase from the prior quarter. Our consolidated core recurring revenue also showed continued resiliency with 4% growth during the quarter when compared to the same quarter in the prior year,” commented President and Chief Executive Officer, Kenny Gunderman.

Mr. Gunderman continued, “As the second largest independent fiber provider in the country with a network spanning 138,000 route miles, Uniti is uniquely positioned to capitalize on all of the growing use cases of fiber, including mobile broadband, fixed wireless, fiber-to-the-home, small cells, fiber-to-the-tower, and hyperscaler connectivity. We see limited competitive threats to our infrastructure and a long runway of profitable growth.”
QUARTERLY RESULTS
Consolidated revenues for the second quarter of 2023 were $283.7 million.  Net Income and Adjusted EBITDA were $25.6 million and $228.2 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 80%.  Net income attributable to common shares was $25.3 million for the period. Adjusted Funds From Operations (“AFFO”) attributable to common shareholders was $91.0 million, or $0.34 per diluted common share.
Uniti Fiber contributed $71.2 million of revenues and $25.2 million of Adjusted EBITDA for the second quarter of 2023. Revenue during the quarter was impacted by lower than expected non-recurring revenue related to equipment sales and installs and ETL fees. However, core recurring revenue grew approximately 5% during the quarter compared to the second quarter in the prior year. Uniti Fiber’s net success-based capital expenditures during the quarter were $31.2 million.
Uniti Leasing contributed revenues of $212.5 million and Adjusted EBITDA of $206.6 million for the second quarter. During the quarter, Uniti Leasing deployed capital expenditures of $96.3 million primarily related to the construction of approximately 1,600 new route miles of valuable fiber infrastructure.
1


LIQUIDITY
At quarter-end, the Company had approximately $452.1 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 6.00x based on net debt to second quarter 2023 annualized Adjusted EBITDA.
On July 28, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.15 per common share, payable on September 22, 2023, to stockholders of record on September 8, 2023.
UPDATED FULL YEAR 2023 OUTLOOK

The Company is updating its 2023 outlook primarily for business unit level revisions, and transaction related and other costs incurred to date.  Our 2023 outlook excludes future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein.
The Company’s consolidated outlook for 2023 is as follows (in millions):
Full Year 2023
Revenue$1,154 to$1,174 
Net income attributable to common shareholders
56 to76 
Adjusted EBITDA (1)
915 to935 
Interest expense, net (2)
517 to517 
Attributable to common shareholders:
    FFO (1)
276 to296 
    AFFO (1)
373 to393 
Weighted-average common shares outstanding - diluted290 to290 
__________________________

(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 be available on the Investor Relations website beginning today at approximately 12:00 PM Eastern Time.
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 June 30, 2023, Uniti owns approximately 138,000 fiber route miles, 8.3 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.
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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 2023 financial outlook, expectations regarding bookings, installs and strong demand trends, our business strategies, growth prospects, our ability to sustain difficult economic conditions, industry trends, sales opportunities, and operating and financial performance.

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 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; 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.
3

Uniti Group Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
June 30,
2023		December 31,
2022
Assets:
Property, plant and equipment, net$3,895,206 $3,754,547 
Cash and cash equivalents38,145 43,803 
Accounts receivable, net43,021 42,631 
Goodwill361,378 361,378 
Intangible assets, net319,967 334,846 
Straight-line revenue receivable81,415 68,595 
Operating lease right-of-use assets, net124,060 88,545 
Other assets84,695 77,597 
Investment in unconsolidated entities38,006 38,656 
Deferred income tax assets, net48,677 40,631 
Total Assets$5,034,570 $4,851,229 
Liabilities and Shareholders' Deficit:
Liabilities:
Accounts payable, accrued expenses and other liabilities$135,378 $122,195 
Settlement payable207,863 251,098 
Intangible liabilities, net161,745 167,092 
Accrued interest payable156,558 121,316 
Deferred revenue1,213,633 1,190,041 
Dividends payable69 2 
Operating lease liabilities82,151 66,356 
Finance lease obligations15,881 15,520 
Notes and other debt, net5,392,536 5,188,815 
Total liabilities7,365,814 7,122,435 
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: 236,431 shares at June 30, 2023 and 235,829 at December 31, 202224 24 
Additional paid-in capital1,215,260 1,210,033 
Distributions in excess of accumulated earnings(3,548,870)(3,483,634)
Total Uniti shareholders' deficit(2,333,586)(2,273,577)
Noncontrolling interests - operating partnership units and non-voting convertible preferred stock2,342 2,371 
Total shareholders' deficit(2,331,244)(2,271,206)
Total Liabilities and Shareholders' Deficit$5,034,570 $4,851,229 
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Uniti Group Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenues:
Uniti Leasing$212,453 $205,614 $423,261 $410,255 
Uniti Fiber71,245 78,361 150,259 151,754 
Total revenues283,698 283,975 573,520 562,009 
Costs and Expenses:
Interest expense, net119,689 96,377 268,552 192,549 
Depreciation and amortization77,267 72,303 154,042 143,760 
General and administrative expense23,417 25,085 51,850 48,955 
Operating expense (exclusive of depreciation and amortization)37,418 36,917 72,486 71,893 
Transaction related and other costs5,576 3,235 8,364 4,949 
Gain on sale of real estate— (250)— (250)
Other expense (income), net(291)(7,930)19,888 (8,328)
Total costs and expenses263,076 225,737 575,182 453,528 
Income (loss) before income taxes and equity in earnings from unconsolidated entities20,622 58,238 (1,662)108,481 
Income tax (benefit) expense(4,357)4,944 (6,769)2,873 
Equity in earnings from unconsolidated entities(659)(480)(1,320)(1,024)
Net income25,638 53,774 6,427 106,632 
Net income attributable to noncontrolling interests12 77 3 205 
Net income attributable to shareholders25,626 53,697 6,424 106,427 
Participating securities' share in earnings(322)(340)(569)(671)
Dividends declared on convertible preferred stock(5)(5)(10)(10)
Net income attributable to common shareholders$25,299 $53,352 $5,845 $105,746 
Net income attributable to common shareholders - Basic25,299 53,352 5,845 105,746 
Impact of if-converted dilutive securities— 3,000 — 5,994 
Net income attributable to common shareholders - Diluted$25,299 $56,352 $5,845 $111,740 
Weighted-average number of common shares outstanding:
Basic236,429 235,656 236,260 235,352 
Diluted236,429 267,361 236,260 267,045 
Earnings per common share:
Basic$0.11 $0.23 $0.02 $0.45 
Diluted$0.11 $0.21 $0.02 $0.42 
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Uniti Group Inc.
Consolidated Statements of Cash Flows
(In thousands)
Six Months Ended June 30,
20232022
Cash flow from operating activities
Net income$6,427 $106,632 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization154,042 143,760 
Amortization of deferred financing costs and debt discount9,454 9,015 
Loss on extinguishment of debt, net31,187 — 
Interest rate swap termination— 5,659 
Deferred income taxes(8,046)(7,185)
Equity in earnings of unconsolidated entities(1,320)(1,024)
Distributions of cumulative earnings from unconsolidated entities1,969 1,969 
Cash paid for interest rate swap settlement— (6,346)
Straight-line revenues and amortization of below-market lease intangibles(19,216)(21,148)
Stock-based compensation6,260 6,513 
Gain on sale of unconsolidated entity— (7,923)
Gain on sale of real estate— (250)
(Gain) loss on asset disposals(172)586 
Accretion of settlement obligation5,776 5,787 
Other— (630)
Changes in assets and liabilities:
Accounts receivable(391)(7,224)
Other assets967 559 
Accounts payable, accrued expenses and other liabilities12,894 5,858 
Net cash provided by operating activities199,831 234,608 
Cash flow from investing activities
Capital expenditures(247,269)(184,039)
Proceeds from sale of unconsolidated entity— 32,527 
Proceeds from sale of real estate, net cash— 325 
Proceeds from sale of other equipment1,169 431 
Net cash used in investing activities(246,100)(150,756)
Cash flow from financing activities
Repayment of debt(2,263,662)— 
Proceeds from issuance of notes2,600,000 — 
Dividends paid(71,594)(71,771)
Payments of settlement payable(49,011)— 
Distributions paid to noncontrolling interest(32)(186)
Payment for exchange of noncontrolling interest— (4,620)
Borrowings under revolving credit facility245,000 105,000 
Payments under revolving credit facility(347,000)(105,000)
Finance lease payments(799)(601)
Payments for financing costs(26,955)— 
Payment for settlement of common stock warrant(56)— 
Termination of bond hedge option59 — 
Costs related to the early repayment of debt(44,303)— 
Employee stock purchase program314 264 
Payments related to tax withholding for stock-based compensation(1,350)(4,436)
Net cash provided by (used in) financing activities40,611 (81,350)
Net (decrease) increase in cash and cash equivalents(5,658)2,502 
Cash and cash equivalents at beginning of period43,803 58,903 
Cash and cash equivalents at end of period$38,145 $61,405 


Uniti Group Inc.
Reconciliation of Net Income to FFO and AFFO
(In thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net income attributable to common shareholders$25,299 $53,352 $5,845 $105,746 
Real estate depreciation and amortization55,062 52,424 109,578 104,317 
Gain on sale of real estate assets, net of tax— (250)— (250)
Participating securities share in earnings322 340 569 671 
Participating securities share in FFO(730)(904)(977)(1,562)
Real estate depreciation and amortization from unconsolidated entities435 806 870 1,496 
Adjustments for noncontrolling interests(25)(82)(50)(211)
FFO attributable to common shareholders80,363 105,686 115,835 210,207 
Transaction related and other costs5,576 3,235 8,364 4,949 
Amortization of deferred financing costs and debt discount4,491 4,501 9,454 9,015 
Write off of deferred financing costs and debt discount— — 10,412 — 
Costs related to the early repayment of debt— — 51,997 — 
Stock based compensation3,130 3,201 6,260 6,513 
Gain on sale of unconsolidated entity, net of tax— (1,212)— (1,212)
Non-real estate depreciation and amortization22,205 19,879 44,464 39,443 
Straight-line revenues and amortization of below-market lease intangibles(9,789)(10,126)(19,216)(21,148)
Maintenance capital expenditures(1,916)(2,456)(3,744)(4,822)
Other, net(13,417)(8,060)(26,078)(16,230)
Adjustments for equity in earnings from unconsolidated entities320 269 640 565 
Adjustments for noncontrolling interests(5)(20)(37)(41)
AFFO attributable to common shareholders$90,958 $114,897 $198,351 $227,239 
Reconciliation of Diluted FFO and AFFO:
FFO Attributable to common shareholders - Basic$80,363 $105,686 $115,835 $210,207 
Impact of if-converted dilutive securities6,991 3,000 13,258 5,994 
FFO Attributable to common shareholders - Diluted$87,354 $108,686 $129,093 $216,201 
AFFO Attributable to common shareholders - Basic$90,958 $114,897 $198,351 $227,239 
Impact of if-converted dilutive securities6,976 3,450 14,085 6,900 
AFFO Attributable to common shareholders - Diluted$97,934 $118,347 $212,436 $234,139 
Weighted average common shares used to calculate basic earnings per common share (1)
236,429 235,656 236,260 235,352 
Impact of dilutive non-participating securities— 359 — 347 
Impact of if-converted dilutive securities53,455 31,346 54,082 31,346 
Weighted average common shares used to calculate diluted FFO and AFFO per common share (1)
289,884 267,361 290,342 267,045 
Per diluted common share:
EPS$0.11 $0.21 $0.02 $0.42 
FFO$0.30 $0.41 $0.44 $0.81 
AFFO$0.34 $0.44 $0.73 $0.88 

(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 June 30,Six Months Ended June 30,
2023202220232022
Net income$25,638 $53,774 $6,427 $106,632 
Depreciation and amortization77,267 72,303 154,042 143,760 
Interest expense, net119,689 96,377 268,552 192,549 
Income tax (benefit) expense(4,357)4,944 (6,769)2,873 
EBITDA$218,237 $227,398 $422,252 $445,814 
Stock based compensation3,130 3,201 6,260 6,513 
Transaction related and other costs5,576 3,235 8,364 4,949 
Gain on sale of real estate— (250)— (250)
Other, net469 (7,495)20,982 (7,134)
Adjustments for equity in earnings from unconsolidated entities755 1,075 1,510 2,061 
Adjusted EBITDA$228,167 $227,164 $459,368 $451,953 
Adjusted EBITDA:
Uniti Leasing $206,552 $200,349 $411,518 $399,322 
Uniti Fiber25,181 33,583 58,855 65,042 
Corporate(3,566)(6,768)(11,005)(12,411)
$228,167 $227,164 $459,368 $451,953 
Annualized Adjusted EBITDA (1)
$912,668 
As of June 30, 2023:
Total Debt (2)
$5,511,323 
Cash and cash equivalents38,145 
Net Debt$5,473,178 
Net Debt/Annualized Adjusted EBITDA6.00x

(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 $15.9 million of finance leases, but excludes $102.9 million of unamortized discounts and deferred financing costs.


Uniti Group Inc.
Projected Future Results (1)
(In millions)
Year Ended December 31, 2023
Net income attributable to common shareholders - Basic$56 to $76
Noncontrolling interest share in earnings1
Participating securities' share in earnings1
Net income (2)
57 to 77
Interest expense, net (3)
517
Depreciation and amortization308
Income tax benefit(11)
EBITDA (2)
871 to 891
Stock-based compensation13
Transaction related and other costs (4)
28
Adjustment for unconsolidated entities3
Adjusted EBITDA (2)
$915 to $935

(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)Includes $20 million of costs associated with the early repayment of our 7.875% Senior Secured Notes due 2025. Future transaction related costs are not included in our current outlook.



Uniti Group Inc.
Projected Future Results (1)
(Per Diluted Share)
Year Ended December 31, 2023
Net income attributable to common shareholders – Basic $0.24 to $0.32
Real estate depreciation and amortization0.92
Adjustments for unconsolidated entities0.01
FFO attributable to common shareholders – Basic (2)
$1.17 to $1.25
Impact of if-converted securities(0.15)
FFO attributable to common shareholders – Diluted (2)
$1.03 to $1.10
FFO attributable to common shareholders – Basic (2)
$1.17 to $1.25
Transaction related and other costs (3)
0.04
Amortization of deferred financing costs and debt discount (4)
0.12
Costs related to the early retirement of debt (5)
0.22
Accretion of settlement payable (6)
0.04
Stock-based compensation0.05
Non-real estate depreciation and amortization0.37
Straight-line revenues(0.16)
Maintenance capital expenditures(0.04)
Other, net(0.24)
AFFO attributable to common shareholders – Basic (2)
$1.58 to $1.66
Impact of if-converted securities(0.20)
AFFO attributable to common shareholders – Diluted (2)
$1.38 to $1.45

(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)Includes the write-off of approximately $10 million of deferred financing costs related to the early repayment of our 7.875% Senior Secured Notes due 2025.
(5)Represents the premium paid on and related costs associated with the early repayment of our 7.875% Senior Secured Notes due 2025.
(6)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.



Components of Projected Interest Expense (1)
(In millions)
Year Ended December 31, 2023
Interest expense on debt obligations$446
Accretion of Windstream settlement payable10
Amortization of deferred financing cost and debt discounts (2)
29
Premium on early repayment of debt (3)
32
Interest expense, net (4)
$517

(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)Includes the write-off of approximately $10 million of deferred financing costs related to the early repayment of our 7.875% Senior Secured Notes due 2025.
(3)Represents the premium paid on and related costs associated with the early repayment of our 7.875% Senior Secured Notes due 2025.
(4)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, executive 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, executive 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
Vice President, Investor Relations & Treasury
bill.ditullio@uniti.com

v3.23.2
Cover
Aug. 03, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 03, 2023
Entity Registrant Name Uniti Group Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-36708
Entity Tax Identification Number 46-5230630
Entity Address, Address Line One 2101 Riverfront Drive
Entity Address, Address Line Two Suite A
Entity Address, City or Town Little Rock
Entity Address, State or Province AR
Entity Address, Postal Zip Code 72202
City Area Code 501
Local Phone Number 850-0820
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol UNIT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001620280
Amendment Flag false
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