Uniti Group - Earnings Call - Q1 2019

Transcript

Speaker 0

Welcome to Uniti Group's First Quarter twenty nineteen Earnings Conference Call. My name is Itamarra and I will be your operator for today. A webcast of this call will be available on the company's website, www.unity.com, beginning 05/09/2019 and will remain available for fourteen days. At this time, all participants are in a listen only mode. Participants on the call will have the opportunity to ask questions following the company prepared comments.

The company would like to remind you that today's remarks include forward looking statements and actual results could differ materially from those projected in these statements. The factors that could cause actual results to differ are discussed in the company's filings with the SEC. The company's remarks this afternoon will reference slides posted on its website and you are encouraged to refer to those materials during this call. Discussions during the call will also include certain financial measures that were not prepared in accordance with generally accepted accounting principles. Reconciliation of those non GAAP financial measures to the most directly comparable GAAP financial measures can be found in the company's current report on Form eight ks dated today.

I would now like to turn the call over to Unity Group's Chief Executive Officer, Kenny Gunderman. Please go ahead, Mr. Gunderman.

Speaker 1

Thank you. Good afternoon, everyone, and thank you for joining. We continue to see strong demand for fiber infrastructure, both for macro backhaul towers and small cells, as well as demand for new tower builds as wireless carriers continue their progress towards a broader rollout of five g wireless services. Again, we believe that both Uniti Fiber and Leasing are uniquely positioned to capture this demand with over 5,000,000 strand miles of valuable owned fiber. We continue to expect to complete the build out of several dark fiber and small cell projects, primarily in the Southeast, by the end of this year.

We've deployed over 1,100 small cells to date and currently have over 1,700 small cells in our backlog, with over 1,500 of those expected to be deployed in 2019. An important part of our strategy is to replace shorter term lit wireless backhaul with longer term contractual dark fiber and small cell revenue. Dark fiber and small cell revenue contracts generally have ten to twenty year terms with virtually no associated churn. In 2018, dark fiber and small cell revenue grew by almost 100% from the prior year and represented approximately 70% of total wireless bookings. We expect these trends to continue in 2019.

Another important part of our strategy is for the lease up of anchor wireless networks to grow, including lease up from non wireless customers such as enterprise, schools, government. In 2018, non wireless revenue grew as a percentage of total Uniti Fiber revenue year over year, and non wireless bookings grew from 55% in the prior year to 63 of total Uniti Fiber bookings in 2018. Again, we expect both trends to continue in 2019. These lease up opportunities drive attractive incremental cash flow yields substantially less CapEx than our anchor wireless fields. On May 1, we acquired the fiber network of Southern FiberNet.

Southern FiberNet is a privately held regional fiber Internet and cable provider with services located in Southern Georgia. As part of the transaction, Uniti will acquire SFM's 1,800 mile fiber strand network for $6,000,000 and simultaneously enter into a twenty year triple net master lease that will pay Uniti approximately $570,000 in annual rent plus a 2% annual escalator. This investment will generate an initial cash yield of 9.5%. Uniti will also have exclusive use of fiber on parts of the network where it provides us with strategic assets for additional lease up. As with our previous sale leaseback transactions, Uniti is protected with minimum rent coverage and maximum leverage ratio covenants that are included in the lease.

The transaction closed on May 1. We're pleased to execute another sale leaseback of valuable nonexclusive fiber at attractive returns, we expect this trend to continue. We continue to believe that by offering a full suite of services across Uniti Fiber, towers, and leasing, we are uniquely positioned as a complete infrastructure provider and have potential to unlock significant value for our company and stockholders. We currently have consolidated revenue remaining under contract of nearly $10,000,000,000 and excluding revenue relating to the Windstream lease, our total revenue under contract grew 30% from the prior year's first quarter, which included both the TPx and CenturyLink transactions. We believe it is important to reiterate that over 90% of our revenue remaining remaining under contract relates to leasing, towers, dark fiber and small cells, which have little to no churn associated with them and provide highly visible steady cash flows over the next several years.

In fact, our total company monthly churn for the quarter was less than 0.5, which we believe is on par with some of the best companies within the communications infrastructure industry. Let me now provide an update on our operational results. Uniti Fiber sales bookings in the first quarter were approximately $400,000 of MRR. 76% of our sales bookings in the first quarter came from local enterprises, government, schools, and wholesale, and 24% from national wireless carriers. As I highlighted earlier, our non wireless bookings have become an increasingly larger part of our overall bookings over the past two years, and we expect they will continue to comprise a significant part of our bookings going forward.

A significant portion of our wireless sales bookings were related to leasing dark fiber to the tower for backhaul and for small cells in expectation for the eventual broader rollout of five gs services. RFP activity for both small cells and backhaul from our wireless carriers continues to remain healthy in our markets. Overall, had a successful E rate season this year. If you recall, we had 100% retention customers last year, but our bookings on new E Rate opportunities were small. This season, we were able to retain almost all of our existing customers as well as add over 200,000 of MRR associated with new E Rate awards.

As a reminder, these awards will be part of our second quarter bookings and are not included in first quarter's data. Highlighting our new awards was a ten year contract with a large metropolitan school district in Florida that will add over $118,000 of MRR, representing total contract value of approximately $14,000,000. As I stated last quarter, we're already seeing benefits from our ITS acquisition as we have won a handful of deals that our ITS and Unity sales teams partnered on. And we expect ITS to play even a larger role in E Rate next season as we further integrate the team within Uniti Fiber. Uniti Fiber installed 700,000 of MRR during the first quarter, which was a 30% increase from last year's first quarter, with 30% related to enterprise opportunities, 23% related to dark fiber backhaul and small cell projects, and 20% related to bandwidth upgrades.

Total churn for the quarter was $600,000 resulting monthly churn rate of 1% for Uniti Fiber, in line with our expectations for the quarter. Disconnect and re rate churn were both 0.5% for the quarter respectively. Re rate churn was primarily driven by renewal pricing for lit backhaul sites with two of our larger wireless customers. Turning to towers, in The US, we continue to expect to complete the construction on approximately 200 towers in 2019. Although we are still in the early stages of leasing up our tower portfolio with additional tenants, we've been pleased with the progress we've we have made to date and expect lease up activity on our US tower portfolio to continue to ramp throughout 2019.

Building towers continues to be a significant part of our overall strategy to provide a full suite of solutions to wireless carriers as well as other customers. In Uniti Leasing, we continue to see positive momentum for additional lease up opportunities on our existing fiber networks. In addition, we continue to pursue additional value accretive sale leaseback opportunities and OpCo PropCo partnerships. As a reminder, the economics of additional lease up at Uniti Leasing are very attractive with near 100 margins and little to no additional CapEx required. Our sales funnel at Uniti Leasing continues to represent numerous opportunities that include leasing additional routes across our entire footprint to a wide variety of customers, including the largest content providers, MSOs, and wireless carriers in the industry.

With that, I will turn the call over to Mark.

Speaker 2

Thanks, Kenny, and good afternoon, everyone. We reported strong first quarter results with all of our business units performing well to start the year. Except for a few discrete items that I'll cover in a moment, we're maintaining our previous guidance. While we are certainly keenly focused on the Windstream bankruptcy process and positioning Uniti for long term success, one of our priorities this year is solid operating performance by all of our business segments. We were pleased that each of our businesses delivered on that priority this quarter, so let's review the numbers.

Turning to slide five, we reported consolidated revenues of $261,000,000 consolidated adjusted EBITDA of $200,000,000 AFFO attributable to common shares of $107,000,000 and AFFO per diluted common share of $0.59 Net income attributable to common shares for the quarter after transaction and integration related cost was $1,000,000 or $01 per diluted share. Net income for the quarter was impacted by a few items that did not affect AFFO. Those items include $6,700,000 of transaction and integration related costs, 4,600,000.0 of cash taxes associated with tax basis cancellation of debt income, partially offset by approximately 3,300,000.0 of income from changes in The cancellation of debt income is related to the fourth amendment and waiver to our credit agreement we executed in March and impacted our textbooks only as there is no associated income recognized under GAAP for financial reporting purposes. For the first quarter of this year, our leasing segment revenues were $176,000,000 with adjusted EBITDA of 135,000,000. Non Windstream revenues and adjusted EBITDA were 5,200,000.0 and 4,200,000.0 respectively and should continue to represent a growing share of Uniti Leasing revenues over the next several years.

The new lease accounting standard known as ASC eight forty two had the most significant impact on our leasing segment, so let me walk you through the impact. We adopted ASC eight forty two effective 01/01/2019. Among its other provisions, ASC eight forty two provides an updated accounting standard regarding evaluating the realizability of straight line rent receivables in leasing arrangements. In accordance with this new standard, we were required to reevaluate the realizability of straight line rent receivables associated with our Windstream master lease under a higher probability threshold than the previous accounting literature. We determined that the balance of approximately $61,000,000 of straight line rent receivables should be charged off through equity as a cumulative adjustment from the adoption of ASC eight forty two in light of Windstream's bankruptcy proceedings.

Accordingly, we will account for Windstream lease on a cash basis starting this year until there is more clarity regarding the master lease. The change reduced Uniti Leasing's first quarter revenue and EBITDA by about $3,000,000 We'll have more comments regarding Windstream later in our call today. Our sales funnel at Uniti Leasing remains well diversified with opportunities from international, domestic, and regional carriers, as well as cable and content providers. With one year of development work, our current Uniti leasing sales funnel represents approximately $18,000,000 of annual revenue and $350,000,000 of total contract value. During the quarter, Windstream made nearly 30,000,000 of improvements to our network with their capital, bringing the cumulative amount since our spin off to just under $640,000,000 of tenant capital improvements.

Turning to our fiber business, Uniti Fiber reported revenues of $77,000,000 and adjusted EBITDA of $30,000,000 achieving adjusted EBITDA margins of 39% for the quarter, slightly ahead of our expectations. As Kenny mentioned, we continue to make progress in our dark fiber and small cell projects, as we turned over 200 dark fiber and 100 small cell sites this quarter across multiple markets for wireless carriers, adding annualized revenues of nearly $2,000,000 during the quarter. At the end of the first quarter, we still had seven major dark fiber projects and seven small cell projects under development, all of which remain on schedule for completion. Uniti Fiber net success based CapEx was $31,000,000 for the quarter. We also incurred $4,000,000 of integration CapEx during the quarter, principally related to our off net savings initiatives.

Integration CapEx was higher in the first quarter than we expect to average each quarter for the balance of 2019 as a portion of the integration CapEx shifted from the prior year into early twenty nineteen. Maintenance CapEx for the quarter was $3,000,000 or about 3.6% of revenues. Uniti Towers reported revenues of $5,100,000 and adjusted EBITDA of $300,000 for the quarter, including a full quarter's results related to our Latin American operations which were sold on April 2. Towers CapEx was approximately $27,000,000 during the first quarter and we completed the construction of 72 towers and the acquisition of two towers. At quarter end, Uniti Towers had five zero four completed towers in The US approximately 300 towers in various stages of development.

During the quarter, we issued an aggregate of 1,200,000.0 shares of common stock off of our At the Market, or ATM program, at an average price of $18.63 for net proceeds of $21,600,000 This brings total shares issued under our ATM program to approximately 6,700,000.0 shares for aggregate net proceeds of over 131,000,000. Please turn to slide six and I'll cover our current 2019 outlook. Today we are revising our prior guidance solely for four items. First, the impact of the change in accounting for our master lease with Windstream as a result of the adoption of ASC eight forty two, principally the elimination of Windstream's straight line rent recognition. Second, incremental Windstream funded TCI revenue realized in the first quarter of this year.

Third, transaction and other income reported in the first quarter. And last, the AFFO impact of cash taxes related to the tax basis cancellation of debt I previously mentioned. Other expectations continue to be consistent with the previous guidance provided in our last earnings call, and a reconciliation of our current outlook to our prior guidance is included in the presentation materials posted on our website today. Our outlook excludes any future acquisitions, capital market transactions, and future transaction integration costs except those specifically mentioned. Our current outlook assumes Windstream continues to make timely payments of all rent under a master lease, the acquisition of the Bluebird Fiber Network, sale of our Uniti Fiber Midwest operation to Macquarie, and the concurrent lease of the Bluebird and Midwest Fiber Networks to Macquarie are included in our outlook based on closing this transaction by the end of the third quarter.

Our outlook is subject to adjustment based on events arising during reorganization proceedings, the timing and closing of acquisitions, any future capital market transactions, market conditions, finalization of purchase price allocations related to acquisitions, and other factors. Actual results could differ materially from these forward looking statements. Our current outlook includes the following for each segment. Starting with Uniti Leasing. We now expect Uniti Leasing 2019 revenues and adjusted EBITDA to be $713,000,000 and $7.00 $7,000,000 respectively at the midpoint.

This is an approximately $9,000,000 net reduction from our prior guidance, which consists of $12,000,000 reduction for foregoing the recognition of Windstream straight line rents, partially offset by incremental TCI revenue of approximately $3,000,000 Slide seven highlights the major Uniti Leasing transactions we have completed to date. These investments currently have an attractive cash yield of over 10% with the potential for higher cumulative yields through additional lease up over the life of the contract terms, which generally range from fifteen to twenty five years. Regarding the Blue Bird transaction, we continue to work through the various regulatory approvals and still expect the transaction to close in the third quarter of this year. As a reminder, this transaction will include a twenty year initial term master release with an initial cash yield of 9.6% and over $20,000,000 of annual cash rent. I want to underscore that Uniti Leasing represents a proprietary business strategy within communication infrastructure that allows fiber networks to be positioned for their most productive use.

In addition to attractive initial cash yields, these transactions can be structured with multiple growth drivers to enhance returns over the life of the lease. We continue to see strong interest in additional lease up on existing routes, new sale leasebacks, and opcopropco opportunities with a diverse set of potential counterparties. Given the attractive economics of our leasing business, we may deploy more capital into Uniti Leasing than any of our other business units over time. Moving to slide eight, consistent with our prior guidance, at the midpoint we expect Uniti Fiber to contribute $337,000,000 of revenues, dollars 128,000,000 of adjusted EBITDA, and achieve adjusted EBITDA margins of 38% for the full year. As noted on our last call, net success CapEx for Uniti Fiber in 2019 should be about $125,000,000 at the midpoint, of which about 45% will be directed to our dark fiber and small cell projects.

Of the seven dark fiber and seven small cell projects currently under construction, we still expect all of these to be completed by year end, except for two dark fiber projects and one small cell project that should finish in 2020. Upon completion, these 14 projects are projected to consume $57,000,000 of net capital in 2019 and $24,000,000 in 2020, will add annualized incremental revenue of about $20,000,000 We'll add approximately 100,000 fiber strand miles, and bring thirteen eighty small cells on air. We expect Uniti Fiber's net success based capital intensity to decrease to about 42% in 2019 and then trend towards the mid-thirty percent range thereafter. We also expect integration and maintenance CapEx for 2019 of $9,000,000 and $7,000,000 respectively. Turning to slide nine.

As previously announced, we closed on the sale of our Latin America tower business for approximately $100,000,000 to Phoenix Towers on April 2 and have included the Latin America results in our 2019 guidance up to that date. For 2019, we expect tower revenues to be about $15,000,000 with reported adjusted EBITDA of $500,000 in 2019. As we continue to invest in building out our US tower business, we expect Uniti Towers to complete the construction of about 200 towers this year with capital expenditures forecast to range from $60,000,000 to $70,000,000 resulting in Unity towers having six twenty completed towers in The US at year end. Turning to slide 10, for 2019 we now expect full year AFFO to range between $2.25 and $2.31 per diluted share with a midpoint of $2.28 On a consolidated basis, we expect revenues to be nearly $1,100,000,000 and adjusted EBITDA to be $814,000,000 at the midpoint. We continue to expect weighted average common shares outstanding for 2019 to be approximately 183,000,000 shares.

As a reminder, guidance ranges for key components of our current outlook are included in the appendix to our presentation today. On slide 11, we have provided a tabular reconciliation of our prior guidance to our updated 2019 outlook, which summarizes some of my comments this afternoon. Turning to our balance sheet. At quarter end, we had approximately 106,000,000 of combined unrestricted cash and cash equivalents. Our leverage ratio under our debt agreements at the end of the first quarter stood at 6.3 times based on net debt to annualized adjusted EBITDA.

Subsequent to quarter end on April 7, we received approximately 100,000,000 of proceeds from the sale of our Latin American business, which reduced our net leverage to approximately 6.2 times. Yesterday, board declared a dividend of 5¢ per share to stockholders of record on June 28, payable on July 15. Consistent with my remarks on our last call, for tax year 2019, our estimated allowable dividends attributable to our Capital stock continues to be approximately $180,000,000 including the dividends paid in January and April of this year. Over the next three quarters, such allowable dividends are estimated to be approximately 60,000,000 or about 32¢ per common share under our credit agreement. We expect our board will reconsider our dividend policy as key developments in Windstream's reorganization process occur and in context of our long term business strategy and financial profile.

With that, I'll now turn the call back to Kenny.

Speaker 1

Thanks Mark. As I mentioned last quarter, Uniti is uniquely positioned to participate as both a buyer and a seller of valuable communications infrastructure assets. As we demonstrated this quarter, we have the ability to transact on smaller value accretive M and A despite the overhang from the Windstream bankruptcy proceedings. We also continue to remain active with our diversification efforts during the duration of these proceedings. I'd like to provide a short update on Windstream.

So far we've been pleased with how the Windstream bankruptcy proceedings have progressed. We were also delighted to see that Windstream received court approval and was able to finalize its $1,000,000,000 in debtor in possession financing. Windstream continues to remain current on its monthly lease payments, have been paid in full and on time through May. We continue to be open to pursuing mutually beneficial outcomes with Windstream that could potentially be credit enhancing to Windstream and its stakeholders and value accretive to Uniti. We still believe we have the ability to navigate the Windstream bankruptcy proceedings without having to raise external capital and still be able to invest in all of our valuable business units including potentially pursuing smaller M and A transactions.

We remain confident that Windstream will successfully emerge from the restructuring process and continue to remain focused on operating its business in normal course, resulting in a potentially stronger tenant and a commercial relationship that could be enhanced. Operator, we are now ready to take questions.

Speaker 0

On your touchtone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. Your first response is from with Goldman Sachs. Please go ahead.

Speaker 3

Thanks for taking the question. And two about Uniti Fiber if you don't mind. It looks like revenue declined sequentially in the quarter. So I was hoping I can get a little more insight into what's behind that and what supports your guidance that you reiterated for that segment for the full year on an operating basis so beyond just the M and A implications? And then also maybe at a higher level, I'm curious for your thoughts on how you think about the Uniti Fiber business fitting into your business mix over the long term, particularly as you move past the resolution of the Windstream bankruptcy?

It certainly seems like you're getting more and more visibility into your opportunity funnel and leasing. And is there merit to maybe pivoting away, maybe selling off the fiber, Uniti Fiber business and exclusively focusing on leasing and opcopropco relationships? Thank you.

Speaker 2

Yes, operator, on your first question regarding the revenues, they were down a little bit in the first quarter from our expectations on revenue, not really on EBITDA because we had some cost there. They were down slightly from what we expected on revenues for Uniti Fiber. But it was mostly construction income, which is mostly a timing item, and then also some equipment sale income as well. So as we looked at our forecast for balance of the year, again, those are primarily just timing issues, and we remain confident that those will be made up in the balance of the year. I'll let Kenny take the balance of your question.

Speaker 1

Hey Brett, yeah, good question. And we, as I mentioned in my prepared remarks, we are constantly evaluating, the asset portfolio. We're, as we have been for the past couple of years, have been fielding inbound interest in the assets given the strategic nature of them. I think that's only continued, accelerated in this current environment. But as we look out, we still think having a fiber operating platform is valuable for the optionality that it brings to us, not only in terms of investing our capital organically, but also the incremental M and A opportunities that it presents for us.

So still see that as a value, play for us. But ultimately, as I mentioned, and as we've proven with some of the other asset sales we've executed on, including the Latin American towers, and selling the Midwest fiber operations, not the fiber but the operations, at attractive multiples. We are open to opportunities like that, particularly where they enhance our shareholder value. So we'll continue to be open minded and look for value accretive opportunities going forward.

Speaker 3

If you don't mind if I just follow-up to the very first question just about the impact of the equipment and construction revenues. During your prepared remarks, it did not sound like churn in Uniti Fiber had really ticked up. So is it fair to assume that the recurring revenues in that segment were flat to up or much more stable during the quarter? Or are there any moving parts in there we need to be thinking about?

Speaker 2

Not really. The churn was pretty much as we expected. And I think we outlined, kind of all the different, waterfall of the MRR growth that we expect for this year on our last call. So there's a slide in our last quarter's call deck. So I think we expect to be for the full year with the growth rates that we outlined on that call.

Great, thank you.

Speaker 0

Thank you. Your next response is from Philip Cusick of JPMorgan.

Speaker 4

Hi guys. I suppose a similar question to Brett's with towers. Does it make sense to have this in the company any more or less than fiber? And any restrictions on selling that asset?

Speaker 1

Hey Phil, yeah, look we think there is value to having the three pronged infrastructure, well actually four pronged infrastructure approach, including Uniti Fiber, backhaul, small cells, towers, and leasing. Think that's a very unique offering to the marketplace and we see the benefits of that, value of that with our customer relationships every day. And I think it's growing as the scale and the portfolio under each of those businesses grow. So we see value in it. And in our tower business, our thesis going into that initially was that there was provider, particularly a REIT, with staying power given the carrier's desire for vendor diversity.

And so we thought the opportunity was there. That's proven to be true, particularly with FirstNet opportunity and with the activity of AT and T and others. So we've been very pleased with that. And we've been pleased with the early returns on the lease up that we're seeing on those towers. It's as expected.

So we feel very good about that. And we've been pleased with the synergy value associated with that across our customer relationships and the rest of our portfolio. So a lot of both what I'd characterize as quantifiable synergies and qualitative synergies across our customer relationships. Having said all of that, remain open to optimizing shareholder value in various ways. And so we're going to remain open minded around all opportunities.

Speaker 4

Are there any restrictions on who you could sell those towers to from your anchor tenant?

Speaker 1

No.

Speaker 4

Okay. One other, if I can. Your first OpCo PropCo deal, Blue Bird is supposed to close, I think, in the third quarter. Anything you can share on how that's going? And then what does the pipeline look like here for additional deals like that?

Speaker 1

Yeah, I think Mark mentioned in his remarks, we're still working towards I think, third quarter closing. So everything's on track there. The work towards integration and that sort of thing is progressing. So no surprises. I would say on the funnel, frankly as evidenced by the SFN deal, the funnel on sale leaseback opportunities and opcopropco partnerships remains robust and growing.

I think I mentioned this on our last call, Bill, but we don't, even though there's a lot of volatility in our securities, we're very cognizant of not overextending ourselves with really sizable transactions. But we do want to maintain the development of that pipeline and engagement with the M and A market, particularly on sale leasebacks and opcopropco opportunities. So we've continued that and we'll over the coming months and quarters.

Speaker 4

Thanks, Kenny.

Speaker 0

Thank you. Your next response is from Simon Flannery of Morgan Stanley.

Speaker 5

Great. Thank you. Good evening. Thanks for the color on the Windstream lease and the progress on the lease payments. Have you had any substantive discussions with Windstream or their advisors at this point?

Or is that still TBD? And do you have any sense on the timeframe? Are they on track for a plan of reorg, I guess, in the four month timeframe? Or do you think it might take longer? And then, Mark, just to clarify on the dividend point, you talked about the $0.32 Is that the maximum that you can pay?

And what would you be required to pay on under REIT rules in terms of IRS net income distribution? Thank you.

Speaker 1

Hey, Simon, I'll take the first couple. I'd rather not comment on specific conversations, I'll say that with our both legal and financial advisors, can rest assured we're having conversations with advisors and principals. I would say that we continue to feel optimistic about the progress. We think all parties are looking to expedite the bankruptcy process and believe that there's no benefit to anyone of dragging out the process, elongating the process, and spending a lot of unnecessary legal fees and advisory fees. So that continues to be true.

We think that there is a general consensus that our network remains mission critical to Windstream's business. And so we've been pleased by that. And again, no surprise, but that has met our expectations. We also continue to feel optimistic about the engagement around, mutually beneficial opportunities to enhance the commercial relationship. So all of those things are consistent with our last order of messaging, and I would say no changes there.

With respect to the specific timeline, again, we've talked about dates that are sort of in the lease and dates plus extensions in June and then September. Really don't have anything new to say beyond that, Simon. So we'll just leave it at that.

Speaker 2

your dividend questions, those amounts that I gave are consistent with the same amounts I gave previously except for the dividend that we've declared since that time. Those do represent the minimum that we are required to pay out, under the 90% of taxable income, that you're required to pay out. And that's the maximum that we're allowed to pay out under the credit agreement amendment.

Speaker 5

Great. Thank you.

Speaker 0

Thank you. Your next response is from David Barden of Bank of America. Please go ahead.

Speaker 6

Thanks for taking the questions. I guess I have kind of three questions. I guess the first one is, Kenny, when you talk about working with Windstream for mutual beneficial outcomes and creating value for a unit that offsets the potential loss of value with respect to the lease, When I think about that and, you you have a $650,000,000 lease, for there to be a change in the lease relationship that means pretty much anything to the credit quality Windstream, probably a minimum of $100,000,000 And that $100,000,000 over a thirty year lease is, you know, discounted back $1,000,000,000 1,000,000,000 I think a lot of people struggle to see where Unity could extract $1,000,000,000 or 1,000,000,000 point dollars out of the relationship with Windstream. So if you could kind of point to where you think that value is so that you could come to this mutually beneficial outcome would be helpful. And then the second question maybe for you Mark, I guess as you look down, this bankruptcy is going be still going on in a year.

Your revolver matures in April. I was just interested in knowing kind of what you think the bank's appetite to roll that is. And if you don't think there is one, do you need to wait for the lease to be accepted in bankruptcy to do anything about it? And if you do, is there any way you can get Windstream to kind of accelerate that process which, you know, should happen in June but could be pushed off until September? And I'm sorry, but this last question is fundamental which is really again back on the tower business which is, you know, with respect to, you know, the wins that you're getting in the tower business, built to suit, I imagine, can you kind of profile the terms and conditions that you're offering relative to, you know, kind of standard industry conditions that are letting you win and talk about the returns you're generating off of those terms?

Thanks.

Speaker 1

David, this is Kenny. I'll take the first and third, and I'll let Mark take the second. So on the first one, think, first of all, we don't You mentioned the $100,000,000 rent cut and the roughly billion dollars of of discounted value associated with that. We don't we don't have a value bogey or a rent cut bogey that we're trying to hit, at all. And so I think that's that's the big, the the big, difference in in what you're saying versus how we're thinking of it.

Our our is there are some opportunities to enhance the commercial relationship that could be beneficial to both. Whether it's a billion dollars of value or something more or less, I won't comment on, but we're not we don't have a bogey that we're that we're aiming towards.

Speaker 6

The Windstream creditors probably do, though, right?

Speaker 1

Well, I won't I won't speak for them, but at the end of the day, we're not a creditor, we're a landlord. And so with respect to what what the creditors may be hoping for or want, that doesn't necessarily, dictate what what conversations we're we're prepared to have or what opportunities we're prepared to pursue.

Speaker 6

Got it.

Speaker 1

So, Mark, you wanna comment on the second question?

Speaker 2

Yeah. Hey, David. The revolver. So we're certainly focused on getting the revolver refinanced. We had started conversations, pre petition on Windstream with the banks, previously, with the bankruptcy filing.

Those went on pause for a little while. Currently having conversations, with our banks about addressing the revolver. I don't wanna go into too much about it right now, but I do but, to answer your question specifically, I do think there's appetite for extending it to this time. Or, you know, we could wait till there's more clarity, around the Windstream bankruptcy process and or resolution around the lease. But I think either way, I think the banks do have appetite for helping us get that addressed, and are certainly focused on it right now.

Speaker 6

Mark, just a quick follow-up. It's my inexperience with the process, but is there a reason why Wynn would or wouldn't want to accelerate or decelerate the acceptance of the lease if they said they're already just going to keep paying it in the ordinary

Speaker 2

I think it's I think it's hard to kind of say what what for us to comment on what Windstream is thinking. I think, you know, our view has always been that, you know, we're trying to get trying to have a resolution run the bankruptcies or regulator is probably, everybody's interest. So but, you know, we'll have to just see how it plays out right now.

Speaker 1

Got it. David, with respect to your last question on towers, you're right. Most of our opportunities to invest new capital there in The US are on build to suit opportunities. We did acquire a tower portfolio from Windstream a few years ago when we acquired a portfolio when we acquired Hunt. I think together that represents roughly two twenty or two thirty of our towers there alone, where we spent a de minimis amount of money to acquire those.

But with respect to buying new portfolios of towers in The US, we've really shied away from that because the valuations are at a level that we find difficult to make accretive. And so we've shied away from that. But the build to suit opportunities are ones where think we have a proprietary opportunity, especially with certain customers, where we're not necessarily competing against the entire tower industry. And so as a result, we've pursued those. And I and I would say we have we have definitely seen some build to suit opportunities in The US that are unattractive to us, where we just can't make the returns work for for a variety of reasons.

And we're we're perfectly willing to just let those opportunities go. Because as I've said many times, we are not a tower company. We don't wanna be a tower company. We're an infrastructure company with a focus on fiber who happens to believe that having a tower business in our portfolio is additive to that fiber business. But we're not in a position where have to take on tower deals that are unattractive.

And so we've really stuck to what we said from the very beginning and continue to say in our public filings about the type of tower deals that we will take on. I think we still show that five to 10% range on cap rates, one to 3% escalators. Of course, there's many other terms to a tower deal, but those tend to be the big economic ones that people focus on. I would say we have held true to those terms that we laid out really two years ago, more than two years ago.

Speaker 6

Thanks so much, Kenny.

Speaker 1

Thank you.

Speaker 0

Thank you. Your next response is from Matthew Niknam from Deutsche Bank.

Speaker 7

Hey guys, thank you for taking the questions. One on leasing, so I think in the past you've talked about sale leaseback opportunities being more prevalent, larger and larger deals maybe being out there. But I'm just wondering, I know there's sort of a tendency right now given the current state, to keep yourself to maybe smaller sale leaseback deals. But are you seeing, more appetite for these types of deals from larger operators, whether they be telcos or cablecos? That's question one.

And then secondly, on the fiber side, I think you had mentioned about three quarters of the bookings coming from non wireless. Just wondering, you know, what sort of demand have you seen of late from the wireless carriers? Has that, evolved, declined at all? And then how we should think about the opportunity on a go forward basis? Thanks.

Speaker 1

Yeah sure, I'll take both of those. We have definite, so as the pipeline development work has progressed and on the leasing side and as we have, begun to show real transactions, signed transactions, announced transactions, including larger and smaller ones. And we've devoted a team of experienced executives to that business. I've mentioned in the past, Ron Mudry is now heading up that effort for us. We have definitely seen an increase in interest and including smaller deals and larger deals.

And I I would say that on the larger transactions, I I don't wanna imply that we we would not pursue larger transactions now because in reality, there is capital out there to help us finance those types of opportunities. And we've got some very interesting assets that can enhance those deals with synergy value in other ways. But I'm just cautioning that the likelihood of those types of opportunities are lower during this period of volatility. But we are definitely continuing those conversations, and I would say the interest level in that type of opportunity continues to grow, including with larger opportunities. With respect to the second part of your question, I would say the demand among our wireless carriers continues to be strong.

Especially when you consider we're selling both traditional wholesale, we're selling fiber traditional wholesale and fiber to the tower backhaul and small cells. So we're now doing all three with pretty much all of the big four carriers. So that is growing. Our focus on growing the other parts of our business, the non wireless parts of our business, is definitely a conscious effort because we've always talked about the need to lease up those anchor wireless networks with, enterprise schools and government as a way to really drive, better economics off those networks. And so it isn't that the demand, has declined among our wireless carriers.

It's really a conscious effort on our part to focus on the other parts of our business that's driving that that change in mix.

Speaker 7

That's helpful. Thanks, Kenny.

Speaker 1

Thank you.

Speaker 0

You. Your next response is from Frank Lotham with Raymond James.

Speaker 8

Great. Thank you. Can you characterize how you're handling employee retention during the process? What's the current number of quota bearing heads? And what do you expect that to be throughout the course of the year?

And then just kind of what are you doing to maintain that and keep folks motivated while you're going through the whole process of Windstream?

Speaker 1

Yeah, Frank, great question. We've got roughly 40 quota bearing reps now. We've been growing that number, especially as we're beginning to move into some of these markets where we're building fiber. Our fiber is now coming online and so we're backfilling with on the ground enterprise or E Rate sales folks. And so I would say we've been growing our base and have a conscious effort to continue doing that.

We really haven't seen a lot of churn among our base. And I certainly wouldn't attribute any of the churn to some of the volatility that we've seen with Windstream. I will say that the labor market is tight. We've found that up and down the chain in our organization. And as I talk with other folks in the industry, I don't think that's an uncommon thing.

I think that's just something that's impacting a lot of us. But I don't think there's, we've seen churn related to our volatility. Having said that, we're very focused on employee engagement, very regular employee engagement at the executive level on And we were even before the filings earlier this year, preparing people with talking points on on how to deal with customers, and talking points with respect to our position in all of this. And so I think that's the best approach, is to communicate and give people the facts and lean into it, and that's certainly what we've done. And with respect to any other items, we are in discussion with our board constantly about comp related matters.

So I think we're very focused on all the things that we need to be focused on there.

Speaker 8

All right, great. Thank you very much.

Speaker 0

I am showing no further questions at this time. I would like to turn the conference back over to Kenny Gunderman.

Speaker 1

Okay. We appreciate your interest in Unity Group and look forward to updating you further on future calls. Thank you all for joining today.

Speaker 0

Ladies and gentlemen, this concludes today's conference. Thank you for your participation, and have a wonderful day. You may all disconnect.