0001620280FALSE00016202802024-02-292024-02-29

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): February 29, 2024
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 February 29, 2024, Uniti Group Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter and year ended December 31, 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: February 29, 2024
UNITI GROUP INC.
By:/s/ Daniel L. Heard
Name:Daniel L. Heard
Title:Executive Vice President – General Counsel and Secretary


a1.jpg
Exhibit 99.1
Press Release
Release date: February 29, 2024
Uniti Group Inc. Reports Fourth Quarter and Full Year 2023 Results
Recently Announced ABS Bridge Financing & Asset Sales Strengthen Balance Sheet

Provides Initial 2024 Outlook
•Net Income (Loss) of $30.7 million and $(81.7) million for the Fourth Quarter and Full Year, Respectively
•Net Income (Loss) of $0.13 and $(0.35) Per Diluted Common Share for the Fourth Quarter and Full Year, Respectively
•AFFO Per Diluted Common Share of $0.34 and $1.42 for the Fourth Quarter and Full Year, Respectively
LITTLE ROCK, Ark., February 29, 2024 (GLOBE NEWSWIRE) – Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) today announced its results for the fourth quarter and full year 2023.

“2023 was another productive year for Uniti. Our core recurring strategic fiber business continues to demonstrate its resiliency with top line growth of 5% in 2023 when compared to 2022 and continued declining net success-based capital intensity. Non-recurring revenue was predictably lower in 2023 than in 2022 due to lower ETL fees and one-time low-margin equipment sales, which we have decided to largely exit in 2024. As a result, our full year 2023 Adjusted EBITDA and AFFO results were essentially in-line with our previous full year guidance,” commented President and Chief Executive Officer, Kenny Gunderman.

Mr. Gunderman continued, “Despite a challenging economic backdrop, Uniti successfully fully financed its current business plan by refinancing $3.1 billion of its outstanding debt in 2023, while also raising up to $437 million of additional capital through the ABS bridge financing and recent non-core asset sales at premium multiples. These initiatives result in our current business plan being fully funded, no material permanent debt maturities until 2027, and over 95% of our consolidated debt being fixed rate.”
QUARTERLY RESULTS
Consolidated revenues for the fourth quarter of 2023 were $285.7 million. Net income and Adjusted EBITDA were $30.7 million and $231.1 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 81%. Net income attributable to common shareholders was $30.4 million for the period. AFFO attributable to common shareholders was $91.6 million, or $0.34 per diluted common share.
Uniti Fiber contributed $70.7 million of revenues and $27.0 million of Adjusted EBITDA for the fourth quarter of 2023, achieving Adjusted EBITDA margins of approximately 38%. Uniti Fiber’s net success-based capital expenditures during the quarter were $20.7 million.
1

Uniti Leasing contributed revenues of $214.9 million and Adjusted EBITDA of $209.5 million for the fourth quarter. During the quarter, Uniti Leasing deployed capital expenditures of $23.1 million.

FULL YEAR RESULTS

Consolidated revenues for the year ended December 31, 2023 were $1.1 billion. Net loss and Adjusted EBITDA were $81.7 million and $923.5 million, respectively, for the same period. Net loss attributable to common shares was $82.9 million for the period, and included a $204.0 million goodwill impairment charge related to our Uniti Fiber segment that was driven by an increase in the macro interest rate environment. AFFO attributable to common shareholders was $385.3 million, or $1.42 per diluted common share.

Uniti Fiber contributed $297.1 million of revenues and $115.7 million of Adjusted EBITDA for the full year of 2023, achieving Adjusted EBITDA margins of approximately 39%. Uniti Fiber’s net success-based capital expenditures for the full year of 2023 were $118.3 million.

Uniti Leasing contributed revenues of $852.8 million and Adjusted EBITDA of $829.6 million for the full year of 2023. For the full year of 2023, Uniti Leasing deployed capital expenditures of $277.2 million primarily related to the construction of approximately 4,100 new route miles of valuable fiber infrastructure.

FINANCING TRANSACTIONS

On February 26th, Uniti announced that it had entered into an asset-backed Bridge Loan and Security Agreement for up to $350 million of borrowings pursuant to a multi-draw term loan facility (the “ABS Facility”) through an indirect, bankruptcy remote subsidiary of the Company. Borrowings under the ABS Facility will bear interest at an initial rate equal to Term SOFR for the applicable interest period plus an applicable margin of 3.75%, subject to customary step-ups in the applicable margin based on how long the ABS Facility remains outstanding. The ABS Facility will mature 18 months from the initial draw date and is subject to customary covenants.

INVESTMENT TRANSACTIONS

On February 26th, Uniti also announced multiple asset sales that it recently completed. First, Uniti sold its remaining investment interest in the fiber network operated by Bluebird Network LLC. In addition, Uniti sold to CableSouth Media III, LLC (“SwyftFiber”) the fiber network assets previously leased to SwyftFiber since its 2018 sale leaseback transaction with Uniti. As part of the agreement, Uniti will continue to have access to certain strands within the SwyftFiber network at zero-cost. Finally, Uniti recently completed the sale of essentially all of its remaining wireless towers to CTI Towers, Inc., a portfolio company of Palistar Capital LP. Total cash considerations for these transactions were approximately $87 million.
LIQUIDITY
At year-end, the Company had approximately $354.3 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 6.03x based on net debt to fourth quarter 2023 annualized Adjusted EBITDA.
On February 22, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $0.15 per common share, payable on April 12, 2024, to stockholders of record on March 28, 2024.
2

FULL YEAR 2024 OUTLOOK
Our 2024 outlook includes the estimated impact from the recent ABS Facility, the planned exit of most one-time equipment sales, the recently completed asset sales, and the upcoming maturity of the remaining 4.00% exchangeable notes due June 2024. Our outlook excludes future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein.
The Company’s consolidated outlook for 2024 is as follows (in millions):
Full Year 2024
Revenue$1,154 to$1,174 
Net income attributable to common shareholders
108 to128 
Adjusted EBITDA (1)
930 to950 
Interest expense, net (2)
500 to500 
Attributable to common shareholders:
FFO (1)
334 to354 
AFFO (1)
365 to385 
Weighted-average common shares outstanding - diluted284 to284 
__________________________
(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 December 31, 2023, Uniti owns approximately 140,000 fiber route miles, 8.5 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.
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 2024 financial outlook, expectations regarding high-margin recurring revenue, lease-up of our network 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.
3

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; 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; 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)
December 31,
2023		December 31,
2022
Assets:
Property, plant and equipment, net$3,982,069 $3,754,547 
Cash and cash equivalents62,264 43,803 
Accounts receivable, net46,358 42,631 
Goodwill157,380 361,378 
Intangible assets, net305,115 334,846 
Straight-line revenue receivable90,988 68,595 
Operating lease right-of-use assets, net125,105 88,545 
Other assets, net118,117 77,597 
Investments in unconsolidated entities— 38,656 
Deferred income tax assets, net109,128 40,631 
Assets held for sale28,605 — 
Total Assets$5,025,129 $4,851,229 
Liabilities and Shareholders' Deficit:
Liabilities:
Accounts payable, accrued expenses and other liabilities, net$119,340 $122,195 
Settlement payable163,583 251,098 
Intangible liabilities, net156,397 167,092 
Accrued interest payable133,683 121,316 
Deferred revenue1,273,661 1,190,041 
Dividends payable36,162 2 
Operating lease liabilities84,404 66,356 
Finance lease obligations18,110 15,520 
Notes and other debt, net5,523,579 5,188,815 
Liabilities held for sale331 — 
Total liabilities7,509,250 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: 236,559 shares at December 31, 2023 and 235,829 at December 31, 202224 24 
Additional paid-in capital1,221,824 1,210,033 
Distributions in excess of accumulated earnings(3,708,240)(3,483,634)
Total Uniti shareholders' deficit(2,486,392)(2,273,577)
Noncontrolling interests - operating partnership units and non-voting convertible preferred stock2,271 2,371 
Total shareholders' deficit(2,484,121)(2,271,206)
Total Liabilities and Shareholders' Deficit$5,025,129 $4,851,229 
5

Uniti Group Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
Three Months Ended December 31,Year Ended December 31,
2023202220232022
Revenues:
Uniti Leasing$214,923 $208,579 $852,772 $827,457 
Uniti Fiber70,733 75,156 297,059 301,390 
Total revenues285,656 283,735 1,149,831 1,128,847 
Costs and Expenses:
Interest expense, net123,106 86,552 512,349 376,832 
Depreciation and amortization79,149 75,512 310,528 292,788 
General and administrative expense25,401 25,174 102,732 100,992 
Operating expense (exclusive of depreciation, accretion and amortization)34,398 34,947 144,276 143,131 
Goodwill impairment— 24,500 203,998 240,500 
Transaction related and other costs2,806 3,016 12,611 10,340 
Gain on sale of real estate (740)(89)(2,164)(433)
Gain on sale of operations — — — (176)
Other expense (income), net(2,937)985 18,386 (7,269)
Total costs and expenses261,183 250,597 1,302,716 1,156,705 
Income (Loss) before income taxes and equity in earnings from unconsolidated entities24,473 33,138 (152,885)(27,858)
Income tax benefit(5,575)(7,182)(68,474)(17,365)
Equity in earnings from unconsolidated entities(672)(675)(2,662)(2,371)
Net income (loss)30,720 40,995 (81,749)(8,122)
Net income (loss) attributable to noncontrolling interests14 18 (36)153 
Net income (loss) attributable to shareholders30,706 40,977 (81,713)(8,275)
Participating securities' share in earnings(317)(238)(1,207)(1,135)
Dividends declared on convertible preferred stock(5)(5)(20)(20)
Net income (loss) attributable to common shareholders$30,384 $40,734 $(82,940)$(9,430)
Net income (loss) attributable to common shareholders - Basic30,384 40,734 (82,940)(9,430)
Impact of if-converted securities— (4,348)— — 
Net income (loss) attributable to common shareholders - Diluted$30,384 $36,386 $(82,940)$(9,430)
Weighted-average number of common shares outstanding
Basic236,547 235,818 236,401 235,567 
Diluted236,547 273,020 236,401 235,567 
Earnings (loss) per common share (Note 14):
Basic$0.13 $0.17 $(0.35)$(0.04)
Diluted$0.13 $0.13 $(0.35)$(0.04)
6

Uniti Group Inc.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
20232022
Cash flows from operating activities: 
Net loss$(81,749)$(8,122)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation and amortization310,528 292,788 
Amortization of deferred financing costs and debt discount18,498 18,147 
Loss (Gain) on debt extinguishment31,187 (10,754)
Interest rate swap termination— 9,243 
Deferred income taxes(68,497)(28,909)
Equity in earnings of unconsolidated entities(2,662)(2,371)
Distributions of cumulative earnings from unconsolidated entities3,964 3,969 
Cash paid for interest rate swap settlement— (10,413)
Straight-line revenues and amortization of below-market lease intangibles(37,944)(40,925)
Stock-based compensation12,491 12,751 
Goodwill impairment 203,998 240,500 
Gain on sale of real estate(2,164)(433)
Gain on sale of operations— (176)
Gain on sale of unconsolidated entity(2,646)(7,923)
(Gain) Loss on asset disposals(573)898 
Accretion of settlement payable10,506 11,714 
Other701 (72)
Changes in assets and liabilities:  
Accounts receivable(3,727)(4,176)
Other assets15,795 15,148 
Accounts payable, accrued expenses and other liabilities(54,577)(30,769)
Net cash provided by operating activities353,129 460,115 
Cash flows from investing activities:  
Capital expenditures(417,002)(427,567)
Proceeds from sale of unconsolidated entity— 32,527 
Proceeds from sale of real estate, net of cash2,545 665 
Proceeds from sale of operations — 541 
Proceeds from sale of other equipment3,146 1,815 
Net cash used in by investing activities(411,311)(392,019)
Cash flows from financing activities:  
Repayment of debt(2,263,662)(194,043)
Proceeds from issuance of Notes2,600,000 306,500 
Dividends paid(107,405)(142,950)
Payments of settlement payable(98,022)— 
Distributions paid to noncontrolling interest(48)(233)
Payment for exchange of noncontrolling interest— (4,620)
Borrowings under revolving credit facility506,000 180,000 
Payments under revolving credit facility(486,000)(192,000)
Finance lease payments(2,262)(1,193)
Payments for financing costs(26,955)(9,852)
Costs related to early repayment of debt(44,303)— 
Payments for capped call option— (21,149)
Payment for settlement of common stock warrant(56)(522)
Termination of bond hedge59 1,190 
Employee stock purchase program730 589 
Payments related to tax withholding for stock-based compensation(1,433)(4,913)


Net cash provided by (used in) financing activities76,643 (83,196)
Net increase (decrease) in cash and cash equivalents18,461 (15,100)
Cash and cash equivalents at beginning of period43,803 58,903 
Cash and cash equivalents at end of period$62,264 $43,803 


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,
2023202220232022
Net income (loss) attributable to common shareholders$30,384 $40,734 $(82,940)$(9,430)
Real estate depreciation and amortization56,132 54,456 221,115 211,892 
Gain on sale of real estate assets(740)(89)(2,164)(433)
Participating securities share in earnings317 238 1,207 1,135 
Participating securities share in FFO(766)(557)(2,064)(2,345)
Real estate depreciation and amortization from unconsolidated entities435 435 1,740 2,366 
Adjustments for noncontrolling interests(26)(25)(100)(260)
FFO attributable to common shareholders85,736 95,192 136,794 202,925 
Transaction related and other costs2,806 3,016 12,611 10,340 
Amortization of deferred financing costs and debt discount4,523 4,637 18,498 18,147 
Write off of deferred financing costs and debt discount— 2,330 10,412 2,330 
Gain on extinguishment of debt— (13,084)(1,269)(13,084)
Costs related to the early repayment of debt— — 51,997 — 
Stock based compensation3,083 3,087 12,491 12,751 
Gain on sale of unconsolidated entity, net of tax(2,476)— (2,476)(1,212)
Gain on sale of operations— — — (176)
Non-real estate depreciation and amortization23,016 21,055 89,413 80,896 
Goodwill impairment, net of tax— 18,238 151,856 223,903 
Straight-line revenues and amortization of below-market lease intangibles(9,149)(9,859)(37,944)(40,925)
Maintenance capital expenditures(1,624)(2,864)(6,962)(10,000)
Other, net(14,671)(6,761)(51,337)(31,838)
Adjustments for equity in earnings from unconsolidated entities320 320 1,280 1,207 
Adjustments for noncontrolling interests(3)(9)(112)(146)
AFFO attributable to common shareholders$91,561 $115,298 $385,252 $455,118 
Reconciliation of Diluted FFO and AFFO:
FFO Attributable to common shareholders - Basic$85,736 $95,192 $136,794 $202,925 
Impact of if-converted dilutive securities7,011 (4,068)27,269 4,932 
FFO Attributable to common shareholders - Diluted$92,747 $91,124 $164,063 $207,857 
AFFO Attributable to common shareholders - Basic$91,561 $115,298 $385,252 $455,118 
Impact of if-converted dilutive securities6,976 4,249 28,038 14,599 
AFFO Attributable to common shareholders - Diluted$98,537 $119,547 $413,290 $469,717 
Weighted average common shares used to calculate basic earnings (loss) per common share (1)
236,547 235,818 236,401 235,567 
Impact of dilutive non-participating securities (1)
— 39 — — 
Impact of if-converted dilutive securities53,401 37,163 53,701 33,473 
Weighted average common shares used to calculate diluted FFO and AFFO per common share (1)
289,948 273,020 290,102 269,040 
Per diluted common share:
EPS$0.13 $0.13 $(0.35)$(0.04)
FFO$0.32 $0.33 $0.57 $0.77 
AFFO$0.34 $0.44 $1.42 $1.75 
(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 (loss) per share.


Uniti Group Inc.
Reconciliation of EBITDA and Adjusted EBITDA
(In thousands)
Three Months Ended December 31,Year Ended December 31,
2023202220232022
Net income (loss)$30,720 $40,995 $(81,749)$(8,122)
Depreciation and amortization79,149 75,512 310,528 292,788 
Interest expense, net123,106 86,552 512,349 376,832 
Income tax benefit(5,575)(7,182)(68,474)(17,365)
EBITDA227,400 195,877 672,654 644,133 
Stock based compensation3,083 3,087 12,491 12,751 
Transaction related and other costs2,806 3,016 12,611 10,340 
Gain on sale of operations— — — (176)
Gain on sale of real estate(740)(89)(2,164)(433)
Goodwill impairment— 24,500 203,998 240,500 
Other, net(2,180)1,744 20,893 (4,790)
Adjustments for equity in earnings from unconsolidated entities755 755 3,019 3,571 
Adjusted EBITDA$231,124 $228,890 $923,502 $905,896 
Adjusted EBITDA:
Uniti Leasing$209,478 $203,496 $829,557 $806,027 
Uniti Fiber27,011 31,733 115,723 125,361 
Corporate(5,365)(6,339)(21,778)(25,492)
$231,124 $228,890 $923,502 $905,896 
Annualized Adjusted EBITDA (1)
$924,496 
As of December 31, 2023:
Total Debt (2)
$5,635,552 
Cash and cash equivalents62,264 
Net Debt$5,573,288 
Net Debt/Annualized Adjusted EBITDA6.03x
(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 $18.1 million of finance leases, but excludes $93.9 million of unamortized discounts and deferred financing costs.


Uniti Group Inc.
Projected Future Results (1)
(In millions)
Year Ended December 31, 2024
Net income attributable to common shareholders - Basic$107 to $127
Participating securities' share in earnings1
Net income (2)
108 to 128
Interest expense, net (3)
500
Depreciation and amortization315
Income tax benefit(9)
EBITDA (2)
914 to 934
Stock-based compensation13
Transaction related and other costs (4)
3
Adjusted EBITDA (2)
$930 to $950
(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 are not included in our current outlook.


Uniti Group Inc.
Projected Future Results (1)
(Per Diluted Share)
Year Ended December 31, 2024
Net income attributable to common shareholders – Basic$0.45 to $0.53
Real estate depreciation and amortization0.96
FFO attributable to common shareholders – Basic (2)
$1.41 to $1.49
Impact of if-converted securities(0.16)
FFO attributable to common shareholders – Diluted (2)
$1.25 to $1.32
FFO attributable to common shareholders – Basic (2)
$1.41 to $1.49
Amortization of deferred financing costs and debt discount0.08
Accretion of settlement payable (3)
0.03
Stock-based compensation0.06
Non-real estate depreciation and amortization0.37
Straight-line revenue(0.13)
Maintenance capital expenditures(0.03)
Other, net(0.24)
AFFO attributable to common shareholders – Basic (2)
$1.54 to $1.62
Impact of if-converted securities(0.16)
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)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, 2024
Interest expense on debt obligations$476
Accretion of Windstream settlement payable6
Amortization of deferred financing cost and debt discounts18
Interest expense, net (2)
$500
(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, 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

v3.24.0.1
Cover
Feb. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 29, 2024
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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