[10-Q] Uniti Group Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Compass, Inc. filed a Form D reporting completion of a $501,897 private placement of Class A common stock under Rule 506(b). The shares were issued on 16 Jul 2025 to a single investor in satisfaction of a hold-back obligation from a prior acquisition; therefore the transaction is tied to a business-combination settlement rather than a new cash raise.
The New York-based Delaware corporation is classified as operating in the Residential AG真人官方 Estate industry and discloses annual revenue of over $100 million. Minimum outside investment was $10,000; no non-accredited investors participated. No sales commissions or finder鈥檚 fees were paid, and the issuer does not expect the offering to continue beyond one year.
Given the company鈥檚 revenue scale, the 0.5 million-dollar issuance appears immaterial and enables Compass to conserve cash while meeting acquisition-related obligations with negligible dilution.
Compass, Inc. ha presentato un Modulo D segnalando il completamento di un collocamento privato di 501.897 dollari in azioni ordinarie di Classe A ai sensi della Regola 506(b). Le azioni sono state emesse il 16 luglio 2025 a un singolo investitore per soddisfare un obbligo di trattenuta derivante da una precedente acquisizione; pertanto, la transazione 猫 collegata a una sistemazione di una fusione aziendale e non a una nuova raccolta di capitale.
La societ脿, con sede a New York e costituita in Delaware, opera nel settore del mercato immobiliare residenziale e dichiara un fatturato annuo superiore a 100 milioni di dollari. L'investimento minimo esterno 猫 stato di 10.000 dollari; non hanno partecipato investitori non accreditati. Non sono state pagate commissioni di vendita n茅 compensi a intermediari, e l'emittente non prevede che l'offerta prosegua oltre un anno.
Considerata la dimensione del fatturato dell'azienda, l'emissione da 0,5 milioni di dollari appare irrilevante e permette a Compass di conservare liquidit脿 rispettando gli obblighi legati all'acquisizione con una diluizione trascurabile.
Compass, Inc. present贸 un Formulario D reportando la finalizaci贸n de una colocaci贸n privada de $501,897 en acciones ordinarias Clase A bajo la Regla 506(b). Las acciones fueron emitidas el 16 de julio de 2025 a un solo inversor para cumplir con una obligaci贸n de retenci贸n derivada de una adquisici贸n previa; por lo tanto, la transacci贸n est谩 vinculada a una liquidaci贸n de combinaci贸n empresarial y no a una nueva recaudaci贸n de fondos.
La corporaci贸n con sede en Nueva York y constituida en Delaware est谩 clasificada en la industria de Bienes Ra铆ces Residenciales y declara ingresos anuales superiores a $100 millones. La inversi贸n m铆nima externa fue de $10,000; no participaron inversores no acreditados. No se pagaron comisiones de venta ni honorarios a intermediarios, y el emisor no espera que la oferta contin煤e m谩s all谩 de un a帽o.
Dada la escala de ingresos de la empresa, la emisi贸n de medio mill贸n de d贸lares parece insignificante y permite a Compass conservar efectivo mientras cumple con obligaciones relacionadas con adquisiciones con una diluci贸n m铆nima.
Compass, Inc.电� Rule 506(b)鞐� 霐半澕 Class A 氤错喌欤� $501,897鞚� 靷 氚滍枆 鞕勲毳� 氤搓碃頃樀鐢 Form D毳� 鞝滌稖頄堨姷雼堧嫟. 欤检嫕鞚� 2025雲� 7鞗� 16鞚� 雼澕 韴瀽鞛愳棎瓴� 鞚挫爠 鞚胳垬鞐愳劀 氚滌儩頃� 氤挫湢 鞚橂毳� 於╈”頃橁赴 鞙勴暣 氚滍枆霅橃棃鞙茧┌, 霐半澕靹� 鞚� 瓯半灅电� 鞁犼窚 順勱笀 臁半嫭鞚� 鞎勲媽 靷梾 瓴绊暕 鞝曥偘瓿� 甏�霠悩鞏� 鞛堨姷雼堧嫟.
雺挫殨鞐� 氤胳偓毳� 霊� 雿鸽澕鞗柎 氩曥澑鞚� 欤缄卑鞖� 攵�霃欖偘 靷办梾鞐� 靻嶍晿氅� 鞐瓣皠 毵れ稖鞚� 1鞏� 雼煬 鞚挫儊鞛勳潉 瓿店皽頄堨姷雼堧嫟. 斓滌唽 鞕鸽秬 韴瀽电� $10,000鞓�鞙茧┌, 牍勳澑歃� 韴瀽鞛惖鐢 彀胳棳頃橃 鞎婌晿鞀惦媹雼�. 韺愲Г 靾橃垬耄岆倶 欷戧皽 靾橃垬耄尩鐢 歆�旮夒悩歆� 鞎婌晿鞙茧┌, 氚滍枆靷鐢 鞚措矆 瓿惦臧� 1雲� 鞚挫儊 歆�靻嶋悹 瓴冹溂搿� 鞓堨儊頃橃 鞎婌姷雼堧嫟.
須岇偓鞚� 毵れ稖 攴滊毳� 瓿犽牑頃� 霑�, 50毵� 雼煬 氚滍枆鞚� 欷戩殧頃橃 鞎婌潃 靾橃鞙茧 氤挫澊氅� Compass臧� 順勱笀鞚� 鞝堨暯頃橂┐靹� 鞚胳垬 甏�霠� 鞚橂毳� 瓯办潣 頋劃 鞐嗢澊 鞚错枆頃� 靾� 鞛堧弰搿� 頃╇媹雼�.
Compass, Inc. a d茅pos茅 un formulaire D signalant l鈥檃ch猫vement d鈥檜n placement priv茅 de 501 897 $ en actions ordinaires de classe A en vertu de la r猫gle 506(b). Les actions ont 茅t茅 茅mises le 16 juillet 2025 脿 un seul investisseur pour satisfaire une obligation de blocage issue d鈥檜ne acquisition ant茅rieure ; par cons茅quent, la transaction est li茅e 脿 un r猫glement de fusion plut么t qu鈥櫭� une nouvelle lev茅e de fonds.
La soci茅t茅 bas茅e 脿 New York, constitu茅e dans le Delaware, est class茅e dans le secteur de l鈥�immobilier r茅sidentiel et d茅clare un chiffre d鈥檃ffaires annuel sup茅rieur 脿 100 millions de dollars. L鈥檌nvestissement minimum ext茅rieur 茅tait de 10 000 $ ; aucun investisseur non accr茅dit茅 n鈥檃 particip茅. Aucune commission de vente ni frais d鈥檌nterm茅diaire n鈥檃 茅t茅 vers茅e, et l鈥櫭﹎etteur ne pr茅voit pas que l鈥檕ffre se poursuive au-del脿 d鈥檜n an.
Compte tenu de l鈥檌mportance du chiffre d鈥檃ffaires de la soci茅t茅, l鈥�茅mission de 0,5 million de dollars semble n茅gligeable et permet 脿 Compass de pr茅server sa tr茅sorerie tout en respectant ses obligations li茅es 脿 l鈥檃cquisition avec une dilution minime.
Compass, Inc. hat ein Formular D eingereicht, in dem die Durchf眉hrung einer Privatplatzierung von 501.897 US-Dollar in Class A Stammaktien gem盲脽 Rule 506(b) gemeldet wird. Die Aktien wurden am 16. Juli 2025 an einen einzelnen Investor ausgegeben, um eine Zur眉ckbehaltungsverpflichtung aus einer fr眉heren 脺bernahme zu erf眉llen; daher steht die Transaktion im Zusammenhang mit einer Unternehmenszusammenschluss-Abwicklung und nicht mit einer neuen Kapitalbeschaffung.
Das in New York ans盲ssige Unternehmen mit Sitz in Delaware ist in der Branche Wohnimmobilien t盲tig und gibt einen Jahresumsatz von 眉ber 100 Millionen US-Dollar an. Die Mindestinvestition von au脽en betrug 10.000 US-Dollar; es nahmen keine nicht akkreditierten Investoren teil. Es wurden keine Verkaufsprovisionen oder Vermittlungsgeb眉hren gezahlt, und der Emittent erwartet nicht, dass das Angebot 眉ber ein Jahr hinaus fortgesetzt wird.
Angesichts der Umsatzgr枚脽e des Unternehmens erscheint die Emission in H枚he von 0,5 Millionen US-Dollar unerheblich und erm枚glicht es Compass, liquide Mittel zu schonen und gleichzeitig 眉bernahmebedingte Verpflichtungen mit vernachl盲ssigbarer Verw盲sserung zu erf眉llen.
Positive
- No cash outlay: settling acquisition holdback with equity preserves cash resources.
- No fees: transaction incurred zero sales commissions or finder鈥檚 fees, minimizing costs.
Negative
- Share dilution: issuance of additional stock, albeit small, marginally increases outstanding shares.
Insights
TL;DR: $502K Rule 506(b) share issuance settles acquisition holdback; negligible size vs. >$100M revenue, minimal dilution, neutral impact.
The Form D reveals Compass issued $501,897 of Class A stock to one accredited investor on 16 Jul 2025. Proceeds settle a previously agreed holdback tied to an acquisition, so the deal avoids cash outflow. Revenue category (> $100 m) implies the issuance is less than 1% of annual sales, suggesting de minimis dilution and no balance-sheet strain. Absence of commissions keeps the transaction cost-efficient. Because the filing reflects routine post-M&A consideration rather than fresh capital, market impact should be limited. Investors may monitor share count changes but the event is operationally and financially non-material.
Compass, Inc. ha presentato un Modulo D segnalando il completamento di un collocamento privato di 501.897 dollari in azioni ordinarie di Classe A ai sensi della Regola 506(b). Le azioni sono state emesse il 16 luglio 2025 a un singolo investitore per soddisfare un obbligo di trattenuta derivante da una precedente acquisizione; pertanto, la transazione 猫 collegata a una sistemazione di una fusione aziendale e non a una nuova raccolta di capitale.
La societ脿, con sede a New York e costituita in Delaware, opera nel settore del mercato immobiliare residenziale e dichiara un fatturato annuo superiore a 100 milioni di dollari. L'investimento minimo esterno 猫 stato di 10.000 dollari; non hanno partecipato investitori non accreditati. Non sono state pagate commissioni di vendita n茅 compensi a intermediari, e l'emittente non prevede che l'offerta prosegua oltre un anno.
Considerata la dimensione del fatturato dell'azienda, l'emissione da 0,5 milioni di dollari appare irrilevante e permette a Compass di conservare liquidit脿 rispettando gli obblighi legati all'acquisizione con una diluizione trascurabile.
Compass, Inc. present贸 un Formulario D reportando la finalizaci贸n de una colocaci贸n privada de $501,897 en acciones ordinarias Clase A bajo la Regla 506(b). Las acciones fueron emitidas el 16 de julio de 2025 a un solo inversor para cumplir con una obligaci贸n de retenci贸n derivada de una adquisici贸n previa; por lo tanto, la transacci贸n est谩 vinculada a una liquidaci贸n de combinaci贸n empresarial y no a una nueva recaudaci贸n de fondos.
La corporaci贸n con sede en Nueva York y constituida en Delaware est谩 clasificada en la industria de Bienes Ra铆ces Residenciales y declara ingresos anuales superiores a $100 millones. La inversi贸n m铆nima externa fue de $10,000; no participaron inversores no acreditados. No se pagaron comisiones de venta ni honorarios a intermediarios, y el emisor no espera que la oferta contin煤e m谩s all谩 de un a帽o.
Dada la escala de ingresos de la empresa, la emisi贸n de medio mill贸n de d贸lares parece insignificante y permite a Compass conservar efectivo mientras cumple con obligaciones relacionadas con adquisiciones con una diluci贸n m铆nima.
Compass, Inc.电� Rule 506(b)鞐� 霐半澕 Class A 氤错喌欤� $501,897鞚� 靷 氚滍枆 鞕勲毳� 氤搓碃頃樀鐢 Form D毳� 鞝滌稖頄堨姷雼堧嫟. 欤检嫕鞚� 2025雲� 7鞗� 16鞚� 雼澕 韴瀽鞛愳棎瓴� 鞚挫爠 鞚胳垬鞐愳劀 氚滌儩頃� 氤挫湢 鞚橂毳� 於╈”頃橁赴 鞙勴暣 氚滍枆霅橃棃鞙茧┌, 霐半澕靹� 鞚� 瓯半灅电� 鞁犼窚 順勱笀 臁半嫭鞚� 鞎勲媽 靷梾 瓴绊暕 鞝曥偘瓿� 甏�霠悩鞏� 鞛堨姷雼堧嫟.
雺挫殨鞐� 氤胳偓毳� 霊� 雿鸽澕鞗柎 氩曥澑鞚� 欤缄卑鞖� 攵�霃欖偘 靷办梾鞐� 靻嶍晿氅� 鞐瓣皠 毵れ稖鞚� 1鞏� 雼煬 鞚挫儊鞛勳潉 瓿店皽頄堨姷雼堧嫟. 斓滌唽 鞕鸽秬 韴瀽电� $10,000鞓�鞙茧┌, 牍勳澑歃� 韴瀽鞛惖鐢 彀胳棳頃橃 鞎婌晿鞀惦媹雼�. 韺愲Г 靾橃垬耄岆倶 欷戧皽 靾橃垬耄尩鐢 歆�旮夒悩歆� 鞎婌晿鞙茧┌, 氚滍枆靷鐢 鞚措矆 瓿惦臧� 1雲� 鞚挫儊 歆�靻嶋悹 瓴冹溂搿� 鞓堨儊頃橃 鞎婌姷雼堧嫟.
須岇偓鞚� 毵れ稖 攴滊毳� 瓿犽牑頃� 霑�, 50毵� 雼煬 氚滍枆鞚� 欷戩殧頃橃 鞎婌潃 靾橃鞙茧 氤挫澊氅� Compass臧� 順勱笀鞚� 鞝堨暯頃橂┐靹� 鞚胳垬 甏�霠� 鞚橂毳� 瓯办潣 頋劃 鞐嗢澊 鞚错枆頃� 靾� 鞛堧弰搿� 頃╇媹雼�.
Compass, Inc. a d茅pos茅 un formulaire D signalant l鈥檃ch猫vement d鈥檜n placement priv茅 de 501 897 $ en actions ordinaires de classe A en vertu de la r猫gle 506(b). Les actions ont 茅t茅 茅mises le 16 juillet 2025 脿 un seul investisseur pour satisfaire une obligation de blocage issue d鈥檜ne acquisition ant茅rieure ; par cons茅quent, la transaction est li茅e 脿 un r猫glement de fusion plut么t qu鈥櫭� une nouvelle lev茅e de fonds.
La soci茅t茅 bas茅e 脿 New York, constitu茅e dans le Delaware, est class茅e dans le secteur de l鈥�immobilier r茅sidentiel et d茅clare un chiffre d鈥檃ffaires annuel sup茅rieur 脿 100 millions de dollars. L鈥檌nvestissement minimum ext茅rieur 茅tait de 10 000 $ ; aucun investisseur non accr茅dit茅 n鈥檃 particip茅. Aucune commission de vente ni frais d鈥檌nterm茅diaire n鈥檃 茅t茅 vers茅e, et l鈥櫭﹎etteur ne pr茅voit pas que l鈥檕ffre se poursuive au-del脿 d鈥檜n an.
Compte tenu de l鈥檌mportance du chiffre d鈥檃ffaires de la soci茅t茅, l鈥�茅mission de 0,5 million de dollars semble n茅gligeable et permet 脿 Compass de pr茅server sa tr茅sorerie tout en respectant ses obligations li茅es 脿 l鈥檃cquisition avec une dilution minime.
Compass, Inc. hat ein Formular D eingereicht, in dem die Durchf眉hrung einer Privatplatzierung von 501.897 US-Dollar in Class A Stammaktien gem盲脽 Rule 506(b) gemeldet wird. Die Aktien wurden am 16. Juli 2025 an einen einzelnen Investor ausgegeben, um eine Zur眉ckbehaltungsverpflichtung aus einer fr眉heren 脺bernahme zu erf眉llen; daher steht die Transaktion im Zusammenhang mit einer Unternehmenszusammenschluss-Abwicklung und nicht mit einer neuen Kapitalbeschaffung.
Das in New York ans盲ssige Unternehmen mit Sitz in Delaware ist in der Branche Wohnimmobilien t盲tig und gibt einen Jahresumsatz von 眉ber 100 Millionen US-Dollar an. Die Mindestinvestition von au脽en betrug 10.000 US-Dollar; es nahmen keine nicht akkreditierten Investoren teil. Es wurden keine Verkaufsprovisionen oder Vermittlungsgeb眉hren gezahlt, und der Emittent erwartet nicht, dass das Angebot 眉ber ein Jahr hinaus fortgesetzt wird.
Angesichts der Umsatzgr枚脽e des Unternehmens erscheint die Emission in H枚he von 0,5 Millionen US-Dollar unerheblich und erm枚glicht es Compass, liquide Mittel zu schonen und gleichzeitig 眉bernahmebedingte Verpflichtungen mit vernachl盲ssigbarer Verw盲sserung zu erf眉llen.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________
FORM 10-Q
_______________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______ to _______
Commission File Number: 001-36708
_______________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (501 ) 850-0820
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of July 24, 2025, the registrant had 246,191,625 shares of common stock, $0.0001 par value per share, outstanding.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements as defined under U.S. federal securities law. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements regarding: our expectations regarding the settlement we have entered into with Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”); our expectations regarding our potential Merger (as defined herein) with Windstream; the future prospects and financial health of Windstream; our expectations about our ability to maintain our status as a real estate investment trust (a “REIT”); our expectations regarding the effect of tax-related legislation on our tax position; our expectations regarding the future growth and demand of the telecommunication industry, future financing plans, business strategies, growth prospects, operating and financial performance, and future liquidity needs and access to capital; our expectations regarding future deployment of fiber strand miles and small cell networks and recognition of revenue related thereto; our expectations regarding levels of capital expenditures; our expectations regarding the deductibility of goodwill for tax purposes; our expectations regarding the amortization of intangible assets; and our expectations regarding the payment of dividends.
Words such as “anticipate(s),” “expect(s),” “intend(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 have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:
•our and Windstream’s ability to consummate our Merger (as defined herein) with Windstream on the expected terms or according to the anticipated timeline;
•the risk that the Merger Agreement (as defined herein) may be modified or terminated prior to its expiration, or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
•the effect our Merger with Windstream may have on relationships with our customers, suppliers, vendors, employees and other stakeholders and our operating results and the operating results of Windstream;
•the diversion of our management’s time on issues related to our Merger with Windstream;
•the risk that we fail to fully realize the potential benefits, expected synergies, efficiencies and cost savings from our Merger with Windstream within the expected time period (if at all);
•legal proceedings that may be instituted against us or Windstream following the consummation of the Merger;
•the future prospects of our largest customer, Windstream;
•adverse impacts of inflation, higher interest rates, tariffs, trade restrictions and the potential for economic slowdown on our employees, our business, the business of our customers and other business partners and the global financial markets;
•the ability and willingness of our customers to meet and/or perform their obligations under any contractual arrangements entered into with us, including master lease arrangements;
•the ability and willingness of our customers to renew their leases with us upon their expiration, our ability to reach agreement on the price of such renewal or ability to obtain a satisfactory renewal rent from an independent appraisal, 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 or operate and integrate the acquired businesses;
•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;
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•the impact on our business or the business of our customers as a result of credit rating downgrades and fluctuating interest rates;
•our ability to retain our key management personnel;
•our ability to maintain our status as a REIT;
•changes in the U.S. tax law and other federal, state or local laws, whether or not specific to REITs;
•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;
•the risk that we fail to fully realize the potential benefits of or have difficulty in integrating the companies we acquire;
•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 discussed in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, in Part II, Item 1A "Risk Factors" of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 6, 2025, and in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 21, 2025, as amended by Amendment No. 1 thereto filed on Form 10-K/A with the SEC on March 7, 2025 (the "Annual Report"), as well as those described from time to time in our future reports filed with the SEC.
Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except in the normal course of our public disclosure obligations, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.
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Uniti Group Inc.
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| Page | ||||||||
PART I. | FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements (Unaudited) | 5 | ||||||
Condensed Consolidated Balance Sheets | 6 | |||||||
Condensed Consolidated Statements of (Loss) Income | 7 | |||||||
Condensed Consolidated Statements of Comprehensive (Loss) Income | 8 | |||||||
Condensed Consolidated Statements of Shareholders’ Deficit | 9 | |||||||
Condensed Consolidated Statements of Cash Flows | 10 | |||||||
Notes to Condensed Consolidated Financial Statements | 12 | |||||||
1.Organization and Description of Business | 12 | |||||||
2.Basis of Presentation and Summary of Significant Accounting Policies | 13 | |||||||
3.Revenues | 15 | |||||||
4.Leases | 16 | |||||||
5.Fair Value of Financial Instruments | 18 | |||||||
6.Property, Plant and Equipment | 20 | |||||||
7.Goodwill and Intangible Assets and Liabilities | 21 | |||||||
8.Notes and Other Debt | 22 | |||||||
9.Earnings Per Share | 25 | |||||||
10.Segment Information | 27 | |||||||
11.Commitments and Contingencies | 32 | |||||||
12.Accumulated Other Comprehensive (Loss) Income | 33 | |||||||
13.Capital Stock | 33 | |||||||
14.Supplementary Unrestricted Subsidiary Information | 33 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 | ||||||
1.Overview | 36 | |||||||
2.Results of Operations | 40 | |||||||
3.Non-GAAP Financial Measures | 52 | |||||||
4.Liquidity and Capital Resources | 54 | |||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 59 | ||||||
Item 4. | Controls and Procedures | 59 | ||||||
PART II. | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 60 | ||||||
Item 1A. | Risk Factors | 60 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 60 | ||||||
Item 3. | Defaults Upon Senior Securities | 60 | ||||||
Item 4. | Mine Safety Disclosures | 60 | ||||||
Item 5. | Other Information | 60 | ||||||
Item 6. | Exhibits | 61 | ||||||
Signatures | 63 | |||||||
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
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Uniti Group Inc.
Condensed Consolidated Balance Sheets
| (Unaudited) | ||||||||||||||
| (Thousands, except par value) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Assets: | ||||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash and cash equivalents | ||||||||||||||
| Accounts receivable, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Straight-line revenue receivable | ||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Deferred income tax assets, net | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| Liabilities and Shareholders' Deficit: | ||||||||||||||
| Liabilities: | ||||||||||||||
| Accounts payable, accrued expenses and other liabilities | $ | $ | ||||||||||||
| Settlement payable (Note 11) | ||||||||||||||
| Intangible liabilities, net | ||||||||||||||
| Accrued interest payable | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Dividends payable | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Finance lease obligations | ||||||||||||||
| Notes and other debt, net | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (Note 11) | ||||||||||||||
| Shareholders' Deficit: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Distributions in excess of accumulated earnings | ( | ( | ||||||||||||
| Total Uniti shareholders' deficit | ( | ( | ||||||||||||
| Noncontrolling interests: | ||||||||||||||
| Operating partnership units | ||||||||||||||
Cumulative non-voting convertible preferred stock, $ | ||||||||||||||
| Total shareholders' deficit | ( | ( | ||||||||||||
| Total Liabilities and Shareholders' Deficit | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Uniti Group Inc.
Condensed Consolidated Statements of (Loss) Income
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue from rentals | ||||||||||||||||||||||||||
| Uniti Leasing | $ | $ | $ | $ | ||||||||||||||||||||||
| Uniti Fiber | ||||||||||||||||||||||||||
| Total revenue from rentals | ||||||||||||||||||||||||||
| Service revenues | ||||||||||||||||||||||||||
| Uniti Leasing | ||||||||||||||||||||||||||
| Uniti Fiber | ||||||||||||||||||||||||||
| Total service revenues | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| General and administrative expense | ||||||||||||||||||||||||||
| Operating expense (exclusive of depreciation, accretion and amortization) | ||||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Gain on sale of real estate | ( | |||||||||||||||||||||||||
| Other expense (income), net | ( | ( | ||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||
| (Loss) income before income taxes and equity in earnings from unconsolidated entities | ( | ( | ||||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Net (loss) income | ( | |||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Net (loss) income attributable to shareholders | ( | |||||||||||||||||||||||||
| Participating securities' share in earnings | ( | ( | ( | |||||||||||||||||||||||
| Dividends declared on convertible preferred stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | ( | $ | $ | $ | |||||||||||||||||||||
| (Loss) income per common share: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Diluted | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Uniti Group Inc.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||
| Unrealized loss on valuation of interest rate cap | ( | |||||||||||||||||||||||||
| Reclassification of realized interest on interest rate cap | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Comprehensive (loss) income | ( | |||||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interest | ||||||||||||||||||||||||||
| Comprehensive (loss) income attributable to shareholders | $ | ( | $ | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Uniti Group Inc.
Condensed Consolidated Statements of Shareholders’ Deficit
(unaudited)
| For the three months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Thousands, except share data) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Accumulated Earnings | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non- voting Preferred Shares | Total Shareholders' Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends declared ($ | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest declared | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of noncontrolling interest | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performance award dividend | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| For the six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Thousands, except share data) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in Excess of Accumulated Earnings | Noncontrolling Interest - OP Units | Noncontrolling Interest - Non- voting Preferred Shares | Total Shareholders' Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends declared ($ | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest declared | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of noncontrolling interest | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - employee stock purchase plan | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Performance award dividend | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of noncontrolling interest | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments related to tax withholding for stock-based compensation | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - employee stock purchase plan | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Uniti Group Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Six Months Ended June 30, | ||||||||||||||
| (Thousands) | 2025 | 2024 | ||||||||||||
| Cash flow from operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of deferred financing costs and debt discount | ||||||||||||||
| Loss on extinguishment of debt, net | ||||||||||||||
| Interest rate cap amortization | ||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Cash paid for interest rate cap | ( | |||||||||||||
| Straight-line revenues and amortization of below-market lease intangibles | ( | ( | ||||||||||||
| Stock-based compensation | ||||||||||||||
| (Gain) loss on asset disposals | ( | |||||||||||||
| Gain on sale of real estate | ( | |||||||||||||
| Accretion of settlement obligation | ||||||||||||||
| Other | ( | |||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Other assets | ||||||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flow from investing activities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sale of other equipment | ||||||||||||||
| Proceeds from sale of real estate | ||||||||||||||
| Proceeds from sale of unconsolidated entity | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flow from financing activities | ||||||||||||||
| Repayment of debt | ( | ( | ||||||||||||
| Proceeds from issuance of notes | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Payments of settlement obligation | ( | ( | ||||||||||||
| Borrowings under revolving credit facility | ||||||||||||||
| Payments under revolving credit facility | ( | ( | ||||||||||||
| Proceeds from ABS Loan Facility and Notes | ||||||||||||||
| Finance lease payments | ( | ( | ||||||||||||
| Payments for financing costs | ( | ( | ||||||||||||
| Costs related to the early repayment of debt | ( | |||||||||||||
| Distributions paid to noncontrolling interests | ( | |||||||||||||
| Payment for noncontrolling interest | ( | ( | ||||||||||||
| Employee stock purchase program | ||||||||||||||
| Payments related to tax withholding for stock-based compensation | ( | ( | ||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Net increase in cash, restricted cash and cash equivalents | ||||||||||||||
| Cash, restricted cash and cash equivalents at beginning of period | ||||||||||||||
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| Cash, restricted cash and cash equivalents at end of period | $ | $ | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Property and equipment acquired but not yet paid | $ | $ | ||||||||||||
| Tenant capital improvements | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Uniti Group Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1. Organization and Description of Business
Uniti Group Inc. (the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the state of Maryland on September 4, 2014. On July 29, 2025, pursuant to the transactions contemplated by the Merger Agreement (defined below), Uniti converted to a Delaware corporation. We are an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic, copper and coaxial broadband networks and data centers. We manage our operations focused on our two primary lines of business: Uniti Fiber and Uniti Leasing.
The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”) that we control as general partner. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of June 30, 2025, we are the sole general partner of the Operating Partnership and own 100.00 % of the partnership interests in the Operating Partnership.
Our Proposed Merger with Windstream
On May 3, 2024, Uniti entered into an Agreement and Plan of Merger, by and between Uniti and Windstream, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the "Merger Agreement"). Upon the terms and subject to the conditions set forth in the Merger Agreement and following a pre-closing reorganization of Windstream, an affiliate of Windstream identified as "Merger Sub" in the Merger Agreement will merge with and into Uniti (the "Merger"), with Uniti surviving the Merger, with the result that both of Uniti and Windstream's successor by merger will be indirect wholly owned subsidiaries of Windstream Parent Inc., a Delaware corporation that is currently an indirect wholly owned subsidiary of Windstream (“New Uniti”). In connection with the Merger, Windstream Parent, Inc. will be renamed Uniti Group Inc. Following the Merger, the common stock of New Uniti (“New Uniti Common Stock”) is expected to be listed on the Nasdaq Global Market under the proposed symbol “UNIT.” Our Merger with Windstream is subject to customary closing conditions, including, among others, approval by our stockholders, which was obtained April 2, 2025, and receipt of required regulatory approvals, the last of which was received on July 24, 2025. As of the date of this Quarterly Report on Form 10-Q, Uniti and Windstream intend to close the Merger after market-close on August 1, 2025.
The Merger is expected to be a taxable transaction to the Company's stockholders. In addition, during the current quarter, the Company received a favorable private letter ruling from the Internal Revenue Service regarding certain U.S. federal income tax consequences of a post-closing restructuring, which is expected to result in a step-up in the tax basis of certain of the Company's assets following the closing of the Merger.
The Merger intends to reunite Windstream’s business with the underlying fiber infrastructure owned by the Company to create a premier digital infrastructure company with a strong platform for value creation. Upon consummation of the Merger, the board of directors of New Uniti will initially comprise nine members, including five directors to be appointed by Uniti. It is expected that Uniti’s existing officers will serve as initial officers of New Uniti.
At the effective time of the Merger, each share of Uniti’s common stock that is issued and outstanding will automatically be cancelled and retired and converted into the right to a number of shares of New Uniti Common Stock pursuant to an exchange ratio set forth in the Merger Agreement such that the Company's and Windstream's stockholders are expected to hold approximately 62 % and 38 %, respectively, of the combined company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase New Uniti Common Stock referenced below.
In addition, at the closing of the Merger, we will fund an aggregate cash payment of $425 million (less certain transaction expenses) that will be distributed to Windstream equityholders on a pro-rata basis (the “Merger Cash Consideration”). Windstream equityholders will also be entitled to pro rata distributions of (i) new shares of non-voting preferred stock of New Uniti with a dividend rate of 11 % per year for the first six years , subject to an additional 0.5 1 % per year during each subsequent year, subject to a cap of 16 % per year and with an aggregate liquidation preference of $575 million, and (ii) warrants to purchase New Uniti Common Stock, with an exercise price of $0.01 per share, subject to customary adjustments, representing in the aggregate approximately 6.9 % of the pro forma share total of New Uniti. We intend to
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fund the Merger Cash Consideration with cash on hand and borrowings under the Revolving Credit Facility (as defined herein).
Upon consummation of the Merger, New Uniti will become an integrated telecommunications company. Initially, the legacy Uniti and Windstream organizational structures will remain separate, and the existing agreements and arrangements presently in effect between Uniti and Windstream, such as the Windstream Leases (as defined herein) and the settlement agreement with Windstream, which requires Uniti to fund periodic settlement payments and reimburse Windstream for certain growth capital improvements, will remain in place. All Windstream debt obligations would remain obligations of Windstream and our debt obligations would remain as ours, with no cross-guarantees or credit support between the Company and Windstream. In September and October 2024, Windstream undertook a series of transactions through which it amended the terms of its outstanding debt to, among other things, allow for the consolidation of Uniti's and Windstream's debt following the completion of the Merger into a single silo under a common parent entity (the "Post-Closing Reorganization"). In April 2025, we amended our Credit Agreement (as defined herein) to modify its lien covenant to facilitate the Post-Closing Reorganization. As a result, following the completion of the Merger, Uniti may, but is not required to, consummate the Post-Closing Reorganization. If the Post-Closing Reorganization is completed, certain existing agreements and arrangements presently in effect between Uniti and Windstream, including the Windstream Leases and the settlement agreement described above, could be (but are not required to be) terminated. In addition, if the Post-Closing Reorganization is completed, each obligor under Uniti's outstanding debt (other than the ABS Notes, as defined herein) would become an obligor under Windstream's outstanding debt, and each obligor under Windstream's outstanding debt would become an obligor under Uniti's outstanding debt (other than the ABS Notes, as defined herein). We presently intend to consummate the Post-Closing Reorganization shortly after the closing of the Merger.
Finally, it is expected that, following consummation of the Merger, Uniti will cease to be a REIT and New Uniti would not qualify as a REIT.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying Condensed Consolidated Financial Statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries, including the Operating Partnership. Under the Accounting Standards Codification ("ASC") 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Condensed Consolidated Financial Statements of Uniti Group Inc. because the Company is the primary beneficiary. All material intercompany balances and transactions have been eliminated.
ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined as the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.
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Concentration of Credit Risks
Prior to September 2020, we were party to a long-term exclusive triple-net lease (the “Master Lease”) with Windstream pursuant to which a substantial portion of our real property was leased to Windstream and from which a substantial portion of our leasing revenues were derived. On September 18, 2020, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases (collectively, the “Windstream Leases”), which amended and restated the Master Lease in its entirety. The Windstream Leases consist of (a) a master lease (the "ILEC MLA") that governs Uniti owned assets used for Windstream's incumbent local exchange carrier ("ILEC") operations and (b) a master lease (the "CLEC MLA") that governs Uniti owned assets used for Windstream's consumer competitive local exchange carrier ("CLEC") operations. Revenue under the Windstream Leases provided 68.2 % and 68.1 % of our revenue for the six months ended June 30, 2025 and 2024, respectively. Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the Windstream Leases, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to service debt if Windstream were to default under the Windstream Leases or otherwise experience operating or liquidity difficulties and become unable to generate sufficient cash to make payments to us.
We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the Windstream Leases, (iii) monitoring news reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the Windstream Leases and (vi) monitoring the timeliness of its payments under the Windstream Leases.
As of the date of this Quarterly Report on Form 10-Q, Windstream is current on all lease payments.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represent funds that are restricted for an obligation under the ABS Loan Facility (as defined in Note 11) to maintain three months of interest and other expenses.
Income Taxes
On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act, was signed into law in the U.S. and contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the three and six months ended June 30, 2025.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which expands the disclosure requirements for income taxes and enhances the transparency and decision-usefulness of income tax disclosures. The standard requires disclosure of additional specified categories in the rate reconciliation in both percentage and dollar amounts as well as greater disaggregation of income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods in fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.
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Note 3. Revenues
Disaggregation of Revenue
The following table presents our revenues disaggregated by revenue stream.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue disaggregated by revenue stream | ||||||||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||||||||
| Uniti Fiber | ||||||||||||||||||||||||||
| Lit backhaul | $ | $ | $ | $ | ||||||||||||||||||||||
| Enterprise and wholesale | ||||||||||||||||||||||||||
| E-Rate and government | ||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||
| Uniti Fiber | ||||||||||||||||||||||||||
| Uniti Leasing | ||||||||||||||||||||||||||
| Total revenue from contracts with customers | ||||||||||||||||||||||||||
| Revenue accounted for under leasing guidance | ||||||||||||||||||||||||||
| Uniti Leasing | ||||||||||||||||||||||||||
| Uniti Fiber | ||||||||||||||||||||||||||
| Total revenue accounted for under leasing guidance | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
At June 30, 2025 and December 31, 2024, lease receivables were $17.5 million and $28.8 million, respectively, and receivables from contracts with customers were $20.1 million and $19.1 million, respectively.
Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue)
Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. Contract assets are reported within accounts receivable, net on our Condensed Consolidated Balance Sheets. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the three and six months ended June 30, 2025, we recognized revenues of $1.2 million and $2.8 million, respectively, which were included in the December 31, 2024 contract liabilities balance.
The following table provides information about contract assets and contract liabilities accounted for under ASC 606, Revenue from Contracts with Customers ("ASC 606").
| (Thousands) | Contract Assets | Contract Liabilities | ||||||||||||
| Balance at December 31, 2024 | $ | $ | ||||||||||||
| Balance at June 30, 2025 | $ | $ | ||||||||||||
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Transaction Price Allocated to Remaining Performance Obligations
Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of June 30, 2025, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under ASC 606 totaled $573.8 million, of which $510.4 million is related to contracts that are currently being invoiced and have an average remaining contract term of 2.9 years, while $63.4 million represents our backlog for sales bookings which have yet to be installed and have an average contract term of 5.4 years. We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less.
Note 4. Leases
Lessor Accounting
We lease communications towers, ground space, colocation space and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from less than one year to 35 years, most of which include options to extend or renew the leases for less than one year to 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six months . Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments.
The components of lease income for the three and six months ended June 30, 2025 and 2024 respectively, are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Lease income - operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
Lease payments to be received under non-cancellable operating leases as of June 30, 2025 are as follows:
| (Thousands) | June 30, 2025⁽¹⁾ | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total lease receivables | $ | |||||||
(1) Total future minimum lease payments to be received include $ | ||||||||
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The underlying assets under operating leases where we are the lessor are summarized as follows:
| (Thousands) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Land | $ | $ | ||||||||||||
| Building and improvements | ||||||||||||||
| Poles | ||||||||||||||
| Fiber | ||||||||||||||
| Equipment | ||||||||||||||
| Copper | ||||||||||||||
| Conduit | ||||||||||||||
| Tower assets | ||||||||||||||
| Finance lease assets | ||||||||||||||
| Other assets | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| Underlying assets under operating leases, net | $ | $ | ||||||||||||
Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and six months ended June 30, 2025 and 2024, respectively, is summarized as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Depreciation expense for underlying assets under operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
Lessee Accounting
We have commitments under operating leases for communications towers, ground space, colocation space, dark fiber and buildings. We also have finance leases for dark fiber, equipment, and automobiles. Our leases have initial lease terms ranging from less than one year to 30 years, most of which include options to extend or renew the leases for less than one year to 20 years, and some of which may include options to terminate the leases within one to six months . Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments.
As of June 30, 2025, we have short-term lease commitments amounting to approximately $3.0 million.
Lease payments to be made under non-cancellable leases as of June 30, 2025 are as follows:
| (Thousands) | Operating Leases | Finance Leases | ||||||||||||
| 2025 | $ | $ | ||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total undiscounted lease payments | $ | $ | ||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
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Note 5. Fair Value of Financial Instruments
ASC 820, Fair Value Measurements, establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring assets and liabilities at fair values. This hierarchy establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 – Unobservable inputs for the asset or liability.
Our financial instruments consist of cash and cash equivalents, accounts and other receivables, our outstanding notes and other debt, settlement payable, interest and dividends payable.
The following table summarizes the fair value of our financial instruments at June 30, 2025 and December 31, 2024:
| (Thousands) | Total | Quoted Prices in Active Markets (Level 1) | Prices with Other Observable Inputs (Level 2) | Prices with Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
Senior secured notes - | $ | $ | $ | $ | ||||||||||||||||||||||
Senior secured notes - | ||||||||||||||||||||||||||
Senior unsecured notes - | ||||||||||||||||||||||||||
Senior unsecured notes - | ||||||||||||||||||||||||||
Senior unsecured notes - | ||||||||||||||||||||||||||
Convertible senior notes - | ||||||||||||||||||||||||||
ABS Notes (Class A-2) - | ||||||||||||||||||||||||||
ABS Notes (Class B) - | ||||||||||||||||||||||||||
ABS Notes (Class C) - | ||||||||||||||||||||||||||
| Settlement payable | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
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| (Thousands) | Total | Quoted Prices in Active Markets (Level 1) | Prices with Other Observable Inputs (Level 2) | Prices with Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Derivative asset | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
Senior secured notes - | $ | $ | $ | $ | ||||||||||||||||||||||
Senior secured notes - | ||||||||||||||||||||||||||
Senior unsecured notes - | ||||||||||||||||||||||||||
Senior unsecured notes - | ||||||||||||||||||||||||||
Convertible senior notes - | ||||||||||||||||||||||||||
ABS Loan Facility, variable rate, due September 1, 2025 | ||||||||||||||||||||||||||
| Settlement payable | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments.
The total principal balance of our outstanding notes and other debt was $6.15 billion at June 30, 2025, with a fair value of $6.24 billion. The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy.
Uniti is required to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning October 2020 (the “Settlement Payable”). See Note 11. The Settlement Payable was initially recorded at fair value, using the present value of future cash flows. The future cash flows are discounted using discount rate input based on observable market data. Accordingly, we classify inputs used as Level 2 in the fair value hierarchy. As of June 30, 2025, the remaining Settlement Payable is $24.2 million. There have been no changes in the valuation methodologies used since the initial recording.
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Note 6. Property, Plant and Equipment
The carrying value of property, plant and equipment is as follows:
| (Dollars in Thousands) | Depreciable Lives | June 30, 2025 | December 31, 2024 | |||||||||||||||||
| Land | Indefinite | $ | $ | |||||||||||||||||
| Building and improvements | ||||||||||||||||||||
| Poles | ||||||||||||||||||||
| Fiber | ||||||||||||||||||||
| Equipment | ||||||||||||||||||||
| Copper | ||||||||||||||||||||
| Conduit | ||||||||||||||||||||
| Tower assets | ||||||||||||||||||||
| Finance lease assets | See Note 3 | |||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Construction in progress | See Note 3 | |||||||||||||||||||
| Corporate assets | ||||||||||||||||||||
| Less accumulated depreciation | ( | ( | ||||||||||||||||||
| Net property, plant and equipment | $ | $ | ||||||||||||||||||
Depreciation expense for the three and six months ended June 30, 2025 was $72.2 million and $144.5 million, respectively. Depreciation expense for the three and six months ended June 30, 2024 was $70.6 million and $140.7 million, respectively.
CableSouth Transaction
In 2018, we acquired certain fiber assets from CableSouth Media, LLC (“CableSouth”) and leased back certain of those acquired assets to CableSouth pursuant to a triple-net lease.
During the fourth quarter of 2023, the Company entered into an agreement with a fund managed by Macquarie Asset Management ("MAM") pursuant to which MAM would make a structured equity investment into CableSouth in order to assist CableSouth in the acquisition of all of our previously acquired CableSouth fiber assets and the buyout of their triple-net lease for cash consideration of $40.0 million (the "CableSouth Transaction"). The Company completed the CableSouth Transaction on January 31, 2024 and recorded a $19 million gain on sale of real estate in our Condensed Consolidated Statements of Income during the six months ended June 30, 2024.
The CableSouth Transaction is included in the results of the Uniti Leasing segment, and because the sale does not represent a strategic shift that will have a major effect on operations and financial results, it does not qualify for presentation as a discontinued operation.
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Note 7. Goodwill and Intangible Assets and Liabilities
Changes in the carrying amount of goodwill occurring during the six months ended June 30, 2025 are as follows:
| (Thousands) | Uniti Fiber | Total | ||||||||||||
| Goodwill at December 31, 2024 | $ | $ | ||||||||||||
| Accumulated impairment charges as of December 31, 2024 | ( | ( | ||||||||||||
| Balance at December 31, 2024 | $ | $ | ||||||||||||
| Goodwill at June 30, 2025 | $ | $ | ||||||||||||
| Accumulated impairment charges as of June 30, 2025 | ( | ( | ||||||||||||
| Balance at June 30, 2025 | $ | $ | ||||||||||||
Carrying value of intangible assets and liabilities at June 30, 2025 and December 31, 2024 are as follows:
| (Thousands) | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||
Original Cost | Accumulated Amortization | Original Cost | Accumulated Amortization | |||||||||||||||||||||||
| Finite life intangible assets: | ||||||||||||||||||||||||||
| Customer lists | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Contracts | ( | ( | ||||||||||||||||||||||||
| Underlying Rights | ( | ( | ||||||||||||||||||||||||
| Total intangible assets | $ | $ | ||||||||||||||||||||||||
| Less: accumulated amortization | ( | ( | ||||||||||||||||||||||||
| Total intangible assets, net | $ | $ | ||||||||||||||||||||||||
| Finite life intangible liabilities: | ||||||||||||||||||||||||||
| Below-market leases | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Finite life intangible liabilities: | ||||||||||||||||||||||||||
| Below-market leases | $ | $ | ||||||||||||||||||||||||
| Less: accumulated amortization | ( | ( | ||||||||||||||||||||||||
| Total intangible liabilities, net | $ | $ | ||||||||||||||||||||||||
As of June 30, 2025, the remaining weighted average amortization period of the Company’s intangible assets was 12.9 years, 3.3 years, and 25.3 years for customer lists, contracts, and underlying rights, respectively. As of June 30, 2025, the total remaining weighted average amortization period for total intangible assets was 12.5 years.
Amortization expense for the three and six months ended June 30, 2025 was $7.4 million and $14.9 million, respectively. Amortization expense for the three and six months ended June 30, 2024 was $7.4 million and $14.9 million, respectively. Amortization expense is estimated to be $29.7 million for the full year of 2025, $29.7 million in 2026, $29.7 million in 2027, $28.1 million in 2028, and $23.1 million in 2029.
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Note 8. Notes and Other Debt
All debt, other than our Convertible 2027 Notes (as defined below), are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is a guarantor of our senior notes and borrowings under our Revolving Credit Facility. The Company is the primary obligor of our Convertible 2027 Notes, which are guaranteed by the Operating Partnership and other obligors under our senior notes.
Notes and other debt are as follows:
| (Thousands) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Principal amount | $ | $ | ||||||||||||
| Less unamortized discount, premium and debt issuance costs | ( | ( | ||||||||||||
| Notes and other debt less unamortized discount, premium and debt issuance costs | $ | $ | ||||||||||||
Notes and other debt at June 30, 2025 and December 31, 2024 consisted of the following:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (Thousands) | Principal | Unamortized Discount, Premium and Debt Issuance Costs | Principal | Unamortized Discount, Premium and Debt Issuance Costs | ||||||||||||||||||||||
Senior secured notes - (discount is based on imputed interest rate of | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Senior secured notes - (discount is based on imputed interest rate of | ( | ( | ||||||||||||||||||||||||
Senior unsecured notes - (discount is based on imputed interest rate of | ( | ( | ||||||||||||||||||||||||
Senior unsecured notes - (discount is based on imputed interest rate of | ( | ( | ||||||||||||||||||||||||
Senior unsecured notes - (discount is based on imputed interest rate of | ( | |||||||||||||||||||||||||
Convertible senior notes - (discount is based on imputed interest rate of | ( | ( | ||||||||||||||||||||||||
ABS Bridge Loan Facility variable rate, due September 1, 2025 (discount is based on imputed interest rate of | ( | |||||||||||||||||||||||||
ABS Notes (Class A-2) - (discount is based on imputed interest rate of | ( | |||||||||||||||||||||||||
ABS Notes (Class B) - (discount is based on imputed interest rate of | ( | |||||||||||||||||||||||||
ABS Notes (Class C) - (discount is based on imputed interest rate of | ( | |||||||||||||||||||||||||
Senior secured revolving credit facility, variable rate, due September 24, 2027 | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
At June 30, 2025, notes and other debt included the following: (i) the Revolving Credit Facility (as defined below) pursuant to that certain credit agreement, dated as of April 24, 2015, by and among the Operating Partnership, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (hereinafter, the “Borrowers”), the guarantors party thereto, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and an L/C issuer and certain other lenders named therein, as amended (the “Credit Agreement”), of which no borrowings were outstanding as of June 30, 2025; (ii) $
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Secured Notes”); (iv) $570.0 million aggregate principal amount of 4.75 % Senior Secured Notes due April 15, 2028 (the “April 2028 Secured Notes”); (v) $1.1 billion aggregate principal amount of 6.50 % Senior Unsecured Notes due February 15, 2029 (the “2029 Notes”); (vi) $700.0 million aggregate principal amount of 6.00 % Senior Unsecured Notes due January 15, 2030 (the “2030 Notes”); (vii) $600.0 million aggregate principal amount of 8.625 % Senior Unsecured Notes due June 15, 2032 (the “2032 Notes”), and (viii) $306.5 million aggregate principal amount of 7.50 % Convertible Senior Notes due December 1, 2027 (the "Convertible 2027 Notes" and collectively with the ABS Notes, February 2028 Secured Notes, April 2028 Secured Notes, 2029 Notes, 2030 Notes, and 2032 Notes, the “Notes”).
Credit Agreement
The Borrowers are party to the Credit Agreement, which provides for a $500 million revolving credit facility that will mature on September 24, 2027 (the “Revolving Credit Facility”) and provides us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time. All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of the Operating Partnership’s subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors.
The Borrowers are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and, if such debt is secured, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00. In addition, the Credit Agreement contains customary events of default, including a cross default provision whereby the failure of the Borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of June 30, 2025, the Borrowers were in compliance with all of the covenants under the Credit Agreement.
A termination of either Windstream Lease would result in an “event of default” under the Credit Agreement if a replacement lease is not entered into within ninety (90 ) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00.
Borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75 % to 3.50 % or a Term SOFR rate plus an applicable margin ranging from 3.75 % to 4.50 % in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. We are required to pay a quarterly commitment fee under the Revolving Credit Facility equal to 0.50 % of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40 % per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to Term SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.
Asset-Backed Notes & Bridge Loan Facility
On February 23, 2024, Uniti Fiber Bridge Borrower LLC (the “ABS Bridge Borrower”), Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (together, the “ABS Bridge Loan Parties”), each an indirect, bankruptcy-remote subsidiary of the Company, entered into a bridge loan and security agreement, dated as of February 23, 2024 (the “ABS Loan Agreement”).
The ABS Loan Agreement provided for a secured, multi-draw term loan facility of up to $350 million (the “ABS Loan Facility”). As of December 31, 2024, an aggregate of $275 million principal amount of loans under the ABS Loan Facility had been drawn.
On February 3, 2025, the ABS Notes Issuers issued $589.0 million aggregate principal amount of the ABS Notes, consisting of $426.0 million 5.877 % Series 2025-1, Class A-2 term notes, $65.0 million 6.369 % Series 2025-1, Class B term notes and $98.0 million 9.018 % Series 2025-1, Class C term notes, each with an anticipated repayment date in April 2030. The ABS Notes were issued as part of a securitization transaction, pursuant to which certain of the Company’s fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi
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and Alabama, including the assets of the ABS Bridge Loan Parties that secured the ABS Loan Facility, were contributed to the ABS Notes Issuers, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (collectively, the “ABS Notes Obligors”). The cash flow from these contributed assets will be used to service the obligations under the ABS Notes.
The ABS Notes were issued pursuant to an indenture, dated as of February 3, 2025, as supplemented by a Series 2025-1 Supplement thereto, dated as of February 3, 2025, in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.
The ABS Notes are secured by a security interest in substantially all of the assets (subject to customary limited exceptions) of the ABS Notes Obligors and are guaranteed by each ABS Notes Issuer’s respective parent entity (each an “ABS Guarantor” and, together with the ABS Notes Obligors, the "ABS Notes Parties"). The guarantee of each ABS Guarantor is secured by a security interest in the equity interests of the applicable ABS Notes Issuer. Neither the Company nor any subsidiary of the Company, other than the ABS Notes Parties, will guarantee or in any way be liable for the obligations under the ABS Notes. Each ABS Notes Party is a special purpose, bankruptcy remote subsidiary of the Company and is an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes.
On February 3, 2025, Uniti used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility and issued a notice of redemption to redeem $125.0 million aggregate principal amount of our February 2028 Secured Notes. Uniti redeemed the February 2028 Secured Notes called for redemption on February 14, 2025, at a redemption price of 103 % of the redeemed principal amount plus accrued interest to, but excluding, the redemption date.
During the six months ended June 30, 2025, we recognized a $3.2 million loss on the extinguishment of the ABS Loan Facility and a $5.3 million loss on the partial extinguishment of the February 2028 Secured Notes within interest expense, net on the Condensed Consolidated Statements of (Loss) Income, which includes $4.8 million of non-cash interest expense for the write off of the unamortized premium and deferred financing costs and $3.7 million of cash interest expense for the redemption premium.
Unsecured Notes
On June 24, 2025, Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC (together, the “Issuers”), each a subsidiary of the Company, completed a private offering of $600.0 million aggregate principal amount of the 2032 Notes.
The 2032 Notes were issued at an issue price of 100 % of their principal amount pursuant to an Indenture, dated as of June 24, 2025 (the “Indenture”), among the Issuers, the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee. The 2032 Notes mature on June 15, 2032 and bear interest at a rate of 8.625 % per year. Interest on the 2032 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2025.
The Issuers may redeem the 2032 Notes, in whole or in part, at any time prior to June 15, 2028 at a redemption price equal to100 % of the principal amount of the 2032 Notes redeemed plus accrued and unpaid interest on the 2032 Notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the Indenture. Thereafter, the Issuers may redeem the 2032 Notes in whole or in part, at the redemption prices set forth in the Indenture. In addition, at any time on or prior to June 15, 2028, up to 40 % of the aggregate principal amount of the 2032 Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 108.625 % of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60 % of aggregate principal amount of the originally issued 2032 Notes remains outstanding. If certain changes of control of Uniti Group LP occur, holders of the 2032 Notes will have the right to require the Issuers to offer to repurchase their 2032 Notes at 101 % of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The Issuers may redeem the 2032 Notes, in whole or in part, at any time prior to June 15, 2028 at a redemption price equal to
The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and by each of Uniti Group LP’s existing and future domestic restricted subsidiaries (other than the Issuers) that guarantees indebtedness under the Company’s senior secured credit facility and existing senior notes (except initially certain regulated subsidiaries for which the Company will seek regulatory approval to enable them to guarantee the 2032 Notes). The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the 2032 Notes.
The 2032 Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior unsecured indebtedness and
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senior in right of payment to any of the Issuers’ and the Guarantors’ subordinated indebtedness. The 2032 Notes and the related guarantees are effectively subordinated to all of the Issuers’ and the Guarantors’ secured indebtedness (including the senior secured credit facility and outstanding senior secured notes) to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future liabilities (including trade payables) of the Issuers’ subsidiaries that do not guarantee the 2032 Notes.
The Indenture contains customary high yield covenants limiting the ability of Uniti Group LP and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default.
On June 24, 2025, the Issuers used the net proceeds from the offering of the 2032 Notes to fund the partial redemption of $500.0 million aggregate principal amount of the February 2028 Secured Notes, including related premiums, fees and expenses in connection with the foregoing, and used or will use the remaining net proceeds for general corporate purposes.
During the three and six months ended June 30, 2025, we recognized a $31.9 million loss on the partial extinguishment of the February 2028 Secured Notes within interest expense, net on the Condensed Consolidated Statements of (Loss) Income, which includes $4.7 million of non-cash interest expense for the write off of the unamortized premium and deferred financing costs and $27.2 million of cash interest expense for the redemption premium.
During the three and six months ended June 30, 2025, we recognized a $
Deferred Financing Cost
Deferred financing costs were incurred in connection with the issuance of the Notes and our entry into the Revolving Credit Facility and the ABS Loan Facility. These costs are amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our Condensed Consolidated Statements of (Loss) Income. For the three and six months ended June 30, 2025, we recognized $5.7 million and $11.7 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. For the three and six months ended June 30, 2024, we recognized $6.1 million and $11.1 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs.
Note 9. Earnings Per Share
Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in ASC 260, Earnings per Share.
We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met.
The dilutive effect of the 4.00 % exchangeable notes that matured and were repaid on June 15, 2024 (the "Exchange Notes") and the Convertible 2027 Notes is calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the warrants previously issued in connection with the issuance of the Exchange Notes that terminated in June 2024 is calculated using the treasury-stock method. During the three and six months ended June 30, 2025 and 2024, the warrants were excluded from diluted shares outstanding because the exercise price exceeded the average market price of our common stock for the reporting period.
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The following sets forth the computation of basic and diluted earnings per share under the two-class method:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Basic earnings per share: | ||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net (loss) income attributable to shareholders | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Less: Income allocated to participating securities | ( | ( | ( | |||||||||||||||||||||||
| Dividends declared on convertible preferred stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Net (loss) income attributable to common shares | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic (loss) earnings per common share | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Diluted earnings per share: | ||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net (loss) income attributable to shareholders | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Less: Income allocated to participating securities | ( | ( | ( | |||||||||||||||||||||||
| Dividends declared on convertible preferred stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Impact on if-converted dilutive securities | ||||||||||||||||||||||||||
| Net (loss) income attributable to common shares | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Effect of dilutive non-participating securities | ||||||||||||||||||||||||||
| Impact on if-converted dilutive securities | ||||||||||||||||||||||||||
| Weighted-average shares for dilutive earnings per common share | ||||||||||||||||||||||||||
| Dilutive (loss) earnings per common share | $ | ( | $ | $ | $ | |||||||||||||||||||||
For the three and six months ended June 30, 2025, 2,023,995 42,043,892 1,412,563 52,910,874 and 54,070,019 potential common shares related to the Exchange Notes and the Convertible 2027 Notes, respectively, from the computation of earnings per share, as their effect would have been anti-dilutive.
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Note 10. Segment Information
Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as two
Uniti Leasing: Represents the operations of our leasing business which is engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. While the Leasing segment represents our REIT operations, certain aspects of the Leasing segment are also operated through taxable REIT subsidiaries.
Uniti Fiber: Represents the operations of our fiber business which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry.
Corporate: Represents our corporate office and shared service functions. Certain costs and expenses, primarily related to headcount, information technology systems, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments.
Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, 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, costs associated with the implementation of our enterprise resource planning system, goodwill impairment charges, severance costs, costs related to the settlement with Windstream, 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. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however, we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP.
The Company’s chief executive officer, who is our chief operating decision maker, reviews Adjusted EBITDA for the purpose of making operating decisions, assessing financial performance, and deciding how to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The chief operating decision maker considers budget-to-actual variances monthly when making decisions about allocating capital and personnel to the segments.
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Selected financial data related to our segments is presented below for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ||||||||||||||||||||||||
| Net Income | $ | |||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
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| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Gain on sale of real estate | ( | |||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
Significant segment expenses for our reportable segments are presented below for the periods indicated:
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| Uniti Fiber | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Employee-related (excluding stock-based compensation): | ||||||||||||||||||||||||||
| Operating Expense | ||||||||||||||||||||||||||
| General and Administrative Expense | ||||||||||||||||||||||||||
Network (a) | ||||||||||||||||||||||||||
Installation, Equipment, & Other Non-recurring Charges (a) | ||||||||||||||||||||||||||
Insurance (b) | ||||||||||||||||||||||||||
Professional Fees (b) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||
(a) Included within the Operating expense (exclusive of depreciation, accretion and amortization) line item in our Condensed Consolidated Statements of (Loss) Income.
(b) Included within the General and administration expense line item in our Condensed Consolidated Statements of (Loss) Income.
Employee-related expenses include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. Other includes office rent, IT costs, taxes and fees, advertising, and other overhead expenses.
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| Uniti Leasing | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Employee-related (excluding stock-based compensation): | ||||||||||||||||||||||||||
| Operating Expense | ||||||||||||||||||||||||||
| General and Administrative Expense | ||||||||||||||||||||||||||
Network (a) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||
(a) Included within the Operating expense (exclusive of depreciation, accretion and amortization) line item in our Condensed Consolidated Statements of (Loss) Income.
Employee-related expenses include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. Other includes insurance, professional fees, taxes and fees, and other overhead expenses.
Total assets by business segment as of June 30, 2025 and December 31, 2024 are as follows:
| (Thousands) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Uniti Leasing | $ | $ | ||||||||||||
| Uniti Fiber | ||||||||||||||
| Corporate | ||||||||||||||
| Total of reportable segments | $ | $ | ||||||||||||
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Note 11. Commitments and Contingencies
In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations.
Windstream Commitments
Following the consummation of our settlement agreement with Windstream, including entry into the Windstream Leases, we are obligated to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020, and Uniti may prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9 % rate). As of June 30, 2025, the Company has made payments totaling $460.4 million.
Further, beginning in October 2020, we became obligated to reimburse Windstream for up to an aggregate of $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (“Growth Capital Improvements”) through 2029. Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the property leased under the CLEC MLA, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) were limited to $225 million in 2024, and are limited to $175 125 250 million in any calendar year. During the six months ended June 30, 2025, Uniti reimbursed $175.0 million of Growth Capital Improvements, of which $175.0 million represented the reimbursement of capital improvements completed in 2024 that were previously classified as tenant funded capital improvements. As of the date of this Quarterly Report on Form 10-Q, we have reimbursed a total of $1.2 billion of Growth Capital Improvements.
Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease will increase by an amount equal to 8.0 % (the “Rent Rate”) of such installment of reimbursement. The Rent Rate will thereafter increase to 100.5 % of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either Windstream Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $20 million per year. If Uniti fails to reimburse any Growth Capital Improvement reimbursement payment or equipment loan funding request as and when it is required to do so under the terms of the Windstream Leases, and such failure continues for thirty (30 ) days, then such unreimbursed amounts may be applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts will thereafter be treated as if Uniti had reimbursed them).
Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of Growth Capital Improvements commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the Windstream Leases. Interest on these loans will accrue at 8 % from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will receive a first-lien security interest in the equipment purchased with the loans. No such loans have been made as of June 30, 2025.
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Note 12. Accumulated Other Comprehensive (Loss) Income
Changes in accumulated other comprehensive loss by component is as follows for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Cash flow hedge: | ||||||||||||||||||||||||||
| Balance at beginning of period attributable to shareholders | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
| Change in fair value of derivative asset | ( | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | ( | ( | ||||||||||||||||||||||||
| Less: Other comprehensive income attributable to noncontrolling interest | ||||||||||||||||||||||||||
| Balance at end of period attributable to shareholders | ( | ( | ||||||||||||||||||||||||
| Accumulated other comprehensive (loss) income at end of period | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Note 13. Capital Stock
The limited partnership interests in our operating partnership (commonly called “OP Units”), are exchangeable on a one-for-one basis for shares of our common stock or, at our election, cash of equivalent value. No OP Units held by third parties were exchanged during the three months ended June 30, 2025. During the six months ended June 30, 2025, the Company exchanged 14,722 OP Units held by third parties for cash consideration of $0.1 million, representing 100 % of the OP Units held by third parties with a carrying value of $0.3 million as of the exchange date.
Note 14. Supplementary Unrestricted Subsidiary Information
During 2024, we formed the Uniti Fiber ABS Parent LLC (" ABS Parent") and the ABS Bridge Loan Parties, each an indirect, bankruptcy-remote subsidiary of the Company, and we designated ABS Parent and the ABS Bridge Loan Parties as unrestricted subsidiaries under the Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes. During 2025, we formed the ABS Notes Obligors (other than Uniti Fiber GulfCo LLC, which was formed in 2024), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each ABS Notes Obligor is an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the Company’s senior notes. See Note 8.
Below are the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, and the Condensed Consolidated Statements of (Loss) Income for the three and six months ended June 30, 2025 and 2024, respectively, of such unrestricted subsidiaries:
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| As of June 30, 2025 | ||||||||||||||||||||||||||
| (Thousands) | Unrestricted Subsidiaries | Restricted Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||
| Restricted cash and cash equivalents | ||||||||||||||||||||||||||
| Accounts receivable, net | ( | |||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||||||||
| Straight-line revenue receivable | ||||||||||||||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||||||||||||||
| Other assets, net | ( | |||||||||||||||||||||||||
| Deferred income tax assets, net | ||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Liabilities and Shareholders' Deficit | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Accounts payable, accrued expenses and other liabilities, net | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Settlement payable | ||||||||||||||||||||||||||
| Intangible liabilities, net | ||||||||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||||||||
| Deferred revenue | ( | |||||||||||||||||||||||||
| Dividends payable | ||||||||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||||
| Finance lease obligations | ||||||||||||||||||||||||||
| Notes and other debt, net | ( | |||||||||||||||||||||||||
| Total liabilities | ( | |||||||||||||||||||||||||
| Shareholders' Deficit: | ||||||||||||||||||||||||||
| Total shareholders' deficit | ( | ( | ( | |||||||||||||||||||||||
| Total Liabilities and Shareholders' Deficit | $ | $ | $ | ( | $ | |||||||||||||||||||||
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| As of December 31, 2024 | ||||||||||||||||||||||||||
| (Thousands) | Unrestricted Subsidiaries | Restricted Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||
| Restricted cash and cash equivalents | ||||||||||||||||||||||||||
| Accounts receivable, net | ( | |||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||||||||
| Straight-line revenue receivable | ||||||||||||||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||||||||||||||
| Other assets, net | ( | |||||||||||||||||||||||||
| Deferred income tax assets, net | ||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Liabilities and Shareholders' Deficit | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Accounts payable, accrued expenses and other liabilities, net | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Settlement payable | ||||||||||||||||||||||||||
| Intangible liabilities, net | ||||||||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||||||||
| Deferred revenue | ||||||||||||||||||||||||||
| Dividends payable | ||||||||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||||
| Finance lease obligations | ||||||||||||||||||||||||||
| Notes and other debt, net | ||||||||||||||||||||||||||
| Total liabilities | ( | |||||||||||||||||||||||||
| Shareholders' Deficit: | ||||||||||||||||||||||||||
| Total shareholders' deficit | ( | ( | ( | |||||||||||||||||||||||
| Total Liabilities and Shareholders' Deficit | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| (Thousands) | Unrestricted Subsidiaries | Restricted Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| General and administrative expense | ( | |||||||||||||||||||||||||
| Operating expense (exclusive of depreciation, accretion and amortization) | ( | |||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Other (income) expense, net | ||||||||||||||||||||||||||
| Total costs and expenses | ( | |||||||||||||||||||||||||
| Income (loss) before income taxes and equity in earnings from unconsolidated entities | ( | ( | ||||||||||||||||||||||||
| Income tax benefit | ( | ( | ||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | |||||||||||||||||||||
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| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (Thousands) | Unrestricted Subsidiaries | Restricted Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| General and administrative expense | ( | |||||||||||||||||||||||||
| Operating expense (exclusive of depreciation, accretion and amortization) | ||||||||||||||||||||||||||
| Transaction related and other costs | ||||||||||||||||||||||||||
| Gain on sale of real estate | ( | ( | ||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ||||||||||||||||||||||||
| Total costs and expenses | ( | |||||||||||||||||||||||||
| Income (loss) before income taxes and equity in earnings from unconsolidated entities | ( | |||||||||||||||||||||||||
| Income tax benefit | ( | ( | ||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | |||||||||||||||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and six months ended June 30, 2025. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, and the notes thereto set forth in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on February 21, 2025, as amended by Amendment No. 1 thereto filed on Form 10-K/A with the SEC on March 7, 2025 (the "Annual Report").
Overview
Company Description
Uniti Group Inc. (the “Company”, “Uniti”, “we”, “us” or “our”) is an independent, internally managed REIT engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic, copper and coaxial broadband networks and data centers.
On April 24, 2015, we were separated and spun-off (the “Spin-Off”) from Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”) pursuant to which Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”) and a small consumer competitive local exchange carrier (“CLEC”) business (the “Consumer CLEC Business”) to Uniti and Uniti issued common stock and indebtedness and paid cash obtained from borrowings under Uniti’s senior credit facilities to Windstream. In connection with the Spin-Off, we entered into a long-term exclusive triple-net lease (the “Master Lease”) with Windstream, pursuant to which a substantial portion of our real property is leased to Windstream and from which a substantial portion of our leasing revenues are currently derived. In connection with Windstream’s emergence from bankruptcy, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases (collectively, the “Windstream Leases”), which amended and restated the Master Lease in its entirety. The Windstream Leases consist of (a) a master lease (the “ILEC MLA”) that governs Uniti owned assets used for Windstream’s incumbent local exchange carrier (“ILEC”) operations and (b) a master lease (the “CLEC MLA”) that governs Uniti owned assets used for Windstream’s CLEC operations.
Uniti currently operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally not subject to U.S. federal income taxes on income generated by its REIT operations, which includes income derived from the Windstream Leases. We have elected to treat the subsidiaries through which we operate our fiber business, Uniti Fiber, and certain aspects of our leasing business, Uniti Leasing, as taxable REIT subsidiaries (“TRSs”). TRSs enable us to engage in activities that result in income that does not constitute qualifying income for a REIT. Our TRSs are subject to U.S. federal, state and local corporate income taxes.
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The Company operates through a customary "up-REIT" structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of June 30, 2025, we are the sole general partner of the Operating Partnership and own 100.00% of the partnership interests in the Operating Partnership. In addition, we have undertaken a series of transactions to permit us to hold certain assets through subsidiaries that are taxed as REITs, which may also facilitate future acquisition opportunities.
If the Merger (as defined herein) is completed, we expect to cease to qualify as a REIT and New Uniti (as defined herein) would not qualify as a REIT.
Segments
We manage our operations as two reportable business segments, in addition to our corporate operations, which include:
Uniti Leasing: Represents the operations of our leasing business, which is engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. While the Leasing segment represents our REIT operations, certain aspects of the Leasing segment are also operated through TRSs.
Uniti Fiber: Represents the operations of our fiber business which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry.
Corporate: Represents our corporate office and shared service functions. Certain costs and expenses, primarily related to headcount, information technology systems, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments.
We evaluate the performance of each segment based on Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, 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, costs associated with the implementation of our enterprise resource planning system, goodwill impairment charges, severance costs, costs related to the settlement with Windstream, 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. For more information on Adjusted EBITDA, see “Non-GAAP Financial Measures.” Detailed information about our segments can be found in Note 10 to our accompanying Condensed Consolidated Financial Statements contained in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q.
Significant Business Developments
Our Proposed Merger with Windstream
On May 3, 2024, Uniti entered into an Agreement and Plan of Merger, by and between Uniti and Windstream, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement and following a pre-closing reorganization of Windstream, an affiliate of Windstream identified as “Merger Sub” in the Merger Agreement will merge with and into Uniti (the “Merger”), with Uniti surviving the Merger, with the result that both of Uniti and Windstream’s successor by merger will be indirect wholly owned subsidiaries of Windstream Parent, Inc., a Delaware corporation that is currently an indirect wholly owned subsidiary of Windstream (“New Uniti”). In connection with the Merger, Windstream Parent, Inc. will be renamed Uniti Group Inc. Following the Merger, the common stock of New Uniti ("New Uniti Common Stock") is expected to be listed on the Nasdaq Global Market under the proposed symbol “UNIT.” Our Merger with Windstream is subject to customary closing conditions, including, among others, approval by our stockholders, which was obtained April 2, 2025, and receipt of required regulatory approvals, the last of
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which was received on July 24, 2025. As of the date of this Quarterly Report on Form 10-Q, we and Windstream intend to close the Merger after market-close on August 1, 2025.
The Merger is expected to be a taxable transaction to the Company's stockholders. In addition, during the current quarter, the Company received a favorable private letter ruling from the Internal Revenue Service regarding certain U.S. federal income tax consequences of a post-closing restructuring, which is expected to result in a step-up in the tax basis of certain of the Company's assets following the closing of the Merger.
The Merger intends to reunite Windstream’s business with the underlying fiber infrastructure owned by the Company to create a premier digital infrastructure company with a strong platform for value creation. Upon consummation of the Merger, the board of directors of New Uniti will initially comprise nine members, including five directors to be appointed by Uniti. It is expected that Uniti’s existing officers will serve as initial officers of New Uniti.
At the effective time of the Merger, each share of Uniti’s common stock that is issued and outstanding will automatically be cancelled and retired and converted into the right to a number of shares of New Uniti Common Stock pursuant to an exchange ratio set forth in the Merger Agreement such that the Company's and Windstream's stockholders are expected to hold approximately 62% and 38%, respectively, of the combined company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase New Uniti Common Stock referenced below.
In addition, at the closing of the Merger, we will fund an aggregate cash payment of $425 million (less certain transaction expenses) that will be distributed to Windstream equityholders on a pro-rata basis (the “Merger Cash Consideration”). Windstream equityholders will also be entitled to pro rata distributions of (i) new shares of non-voting preferred stock of New Uniti with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the seventh and eighth year after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575 million, and (ii) warrants to purchase New Uniti Common Stock, with an exercise price of $0.01 per share, subject to customary adjustments, representing in the aggregate approximately 6.9% of the pro forma share total of New Uniti. We intend to fund the Merger Cash Consideration with cash on hand and borrowings under the Revolving Credit Facility (as defined herein).
Upon consummation of the Merger, New Uniti will become an integrated telecommunications company. Initially, the legacy Uniti and Windstream organizational structures will remain separate, and the existing agreements and arrangements presently in effect between Uniti and Windstream, such as the Windstream Leases and the settlement agreement with Windstream, which requires Uniti to fund periodic settlement payments and reimburse Windstream for certain Growth Capital Improvements, will remain in place. All Windstream debt obligations would remain obligations of Windstream and our debt obligations would remain as ours, with no cross-guarantees or credit support between the Company and Windstream. For a description of the Windstream Leases and the settlement agreement with Windstream, refer to “Liquidity and Capital Resources—Windstream Leases” within Part I, Item 2 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q. In September and October 2024, Windstream undertook a series of transactions through which it amended the terms of its outstanding debt to, among other things, allow for the consolidation of Uniti's and Windstream's debt following the completion of the Merger into a single silo under a common parent entity (the "Post-Closing Reorganization"). In April of 2025, we amended our Credit Agreement (as defined herein) to modify its lien covenant to facilitate the Post-Closing Reorganization. As a result, following the completion of the Merger, Uniti may, but is not required to, consummate the Post-Closing Reorganization. If the Post-Closing Reorganization is completed, certain existing agreements and arrangements presently in effect between Uniti and Windstream, including the Windstream Leases and the settlement agreement described above, could be (but are not required to be) terminated. In addition, if the Post-Closing Reorganization is completed, each obligor under Uniti's outstanding debt (other than the ABS Notes, as defined herein) would become an obligor under Windstream's outstanding debt, and each obligor under Windstream's outstanding debt would become an obligor under Uniti's outstanding debt (other than the ABS Notes, as defined herein). We presently intend to consummate the Post-Closing Reorganization shortly after the closing of the Merger.
Finally, it is expected that, following consummation of the Merger, Uniti will cease to be a REIT and New Uniti would not qualify as a REIT.
Unsecured Notes Transaction
On June 24, 2025, Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC (together, the “Issuers”), each a subsidiary of the Company, completed a private offering of $600 million aggregate principal amount of the Issuers’ 8.625% Senior Notes due 2032 (the “2032 Notes”).
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The 2032 Notes were issued at an issue price of 100% of their principal amount pursuant to an Indenture, dated as of June 24, 2025 (the “Indenture”), among the Issuers, the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee. The 2032 Notes mature on June 15, 2032 and bear interest at a rate of 8.625% per year. Interest on the 2032 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2025.
The Issuers may redeem the 2032 Notes, in whole or in part, at any time prior to June 15, 2028 at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed plus accrued and unpaid interest on the 2032 Notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the Indenture. Thereafter, the Issuers may redeem the 2032 Notes in whole or in part, at the redemption prices set forth in the Indenture. In addition, at any time on or prior to June 15, 2028, up to 40% of the aggregate principal amount of the 2032 Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60% of aggregate principal amount of the originally issued 2032 Notes remains outstanding. If certain changes of control of Uniti Group LP occur, holders of the 2032 Notes will have the right to require the Issuers to offer to repurchase their 2032 Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and by each of Uniti Group LP’s existing and future domestic restricted subsidiaries (other than the Issuers) that guarantees indebtedness under the Company’s senior secured credit facility and existing senior notes (except initially certain regulated subsidiaries for which the Company will seek regulatory approval to enable them to guarantee the 2032 Notes). The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the 2032 Notes.
The 2032 Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior unsecured indebtedness and senior in right of payment to any of the Issuers’ and the Guarantors’ subordinated indebtedness. The 2032 Notes and the related guarantees are effectively subordinated to all of the Issuers’ and the Guarantors’ secured indebtedness (including the senior secured credit facility and outstanding senior secured notes) to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future liabilities (including trade payables) of the Issuers’ subsidiaries that do not guarantee the 2032 Notes.
The Indenture contains customary high yield covenants limiting the ability of Uniti Group LP and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default.
The Issuers used the net proceeds from the offering of the 2032 Notes to fund the partial redemption of $500.0 million aggregate principal amount of their outstanding 10.50% Senior Secured Notes due February 15, 2028 (the "February 2028 Secured Notes"), including related premiums, fees and expenses in connection with the foregoing, and will use the remaining net proceeds for general corporate purposes. During the three and six months ended June 30, 2025, we recognized a $31.9 million loss on the partial extinguishment of the February 2028 Secured Notes within interest expense, net on the Condensed Consolidated Statements of (Loss) Income, which includes $4.7 million of non-cash interest expense for the write off of the unamortized premium and deferred financing costs and $27.2 million of cash interest expense for the redemption premium.
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Results of Operations
Comparison of the three months ended June 30, 2025 and 2024
The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Revenues | Amount | % of Revenues | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue from rentals | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 225,014 | 74.8 | % | $ | 216,640 | 73.4 | % | ||||||||||||||||||
| Uniti Fiber | 13,041 | 4.3 | % | 12,663 | 4.3 | % | ||||||||||||||||||||
| Total revenue from rentals | 238,055 | 79.1 | % | 229,303 | 77.7 | % | ||||||||||||||||||||
| Service revenues | ||||||||||||||||||||||||||
| Uniti Leasing | 1,464 | 0.5 | % | 1,646 | 0.6 | % | ||||||||||||||||||||
| Uniti Fiber | 61,213 | 20.4 | % | 63,998 | 21.7 | % | ||||||||||||||||||||
| Total service revenues | 62,677 | 20.9 | % | 65,644 | 22.3 | % | ||||||||||||||||||||
| Total revenues | 300,732 | 100.0 | % | 294,947 | 100.0 | % | ||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Interest expense, net | 160,784 | 53.5 | % | 127,475 | 43.2 | % | ||||||||||||||||||||
| Depreciation and amortization | 79,663 | 26.5 | % | 78,052 | 26.5 | % | ||||||||||||||||||||
| General and administrative expense | 27,838 | 9.3 | % | 25,716 | 8.7 | % | ||||||||||||||||||||
| Operating expense (exclusive of depreciation, accretion and amortization) | 34,765 | 11.5 | % | 37,036 | 12.6 | % | ||||||||||||||||||||
| Transaction related and other costs | 13,462 | 4.4 | % | 10,977 | 3.7 | % | ||||||||||||||||||||
| Gain on sale of real estate | — | — | % | — | — | % | ||||||||||||||||||||
| Other expense (income), net | 1,127 | 0.4 | % | (19) | 0.0 | % | ||||||||||||||||||||
| Total costs and expenses | 317,639 | 105.6 | % | 279,237 | 94.7 | % | ||||||||||||||||||||
| (Loss) income before income taxes and equity in earnings from unconsolidated entities | (16,907) | (5.6 | %) | 15,710 | 5.3 | % | ||||||||||||||||||||
| Income tax benefit | (6,178) | (2.0 | %) | (2,571) | (0.9 | %) | ||||||||||||||||||||
| Net (loss) income | (10,729) | (3.6 | %) | 18,281 | 6.2 | % | ||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | % | 3 | 0.0 | % | ||||||||||||||||||||
| Net (loss) income attributable to shareholders | (10,729) | (3.6 | %) | 18,278 | 6.2 | % | ||||||||||||||||||||
| Participating securities' share in earnings | — | — | % | (723) | (0.2 | %) | ||||||||||||||||||||
| Dividends declared on convertible preferred stock | (5) | 0.0 | % | (5) | 0.0 | % | ||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | (10,734) | (3.6 | %) | $ | 17,550 | 6.0 | % | ||||||||||||||||||
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The following tables set forth revenues, Adjusted EBITDA and net income of our reportable segments for the three months ended June 30, 2025 and 2024:
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | 226,478 | $ | 74,254 | $ | — | $ | 300,732 | ||||||||||||||||||
| Adjusted EBITDA | $ | 220,111 | $ | 28,763 | $ | (6,311) | $ | 242,563 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | (46) | 13,405 | 147,425 | 160,784 | ||||||||||||||||||||||
| Depreciation and amortization | 47,607 | 31,992 | 64 | 79,663 | ||||||||||||||||||||||
| Transaction related and other costs | 13,462 | |||||||||||||||||||||||||
| Other, net | 1,977 | |||||||||||||||||||||||||
| Stock-based compensation | 3,584 | |||||||||||||||||||||||||
| Income tax benefit | (2,128) | (3,668) | (382) | (6,178) | ||||||||||||||||||||||
| Net loss | $ | (10,729) | ||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | 218,286 | $ | 76,661 | $ | — | $ | 294,947 | ||||||||||||||||||
| Adjusted EBITDA | $ | 210,853 | $ | 31,091 | $ | (5,285) | $ | 236,659 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | (710) | 11,817 | 116,368 | 127,475 | ||||||||||||||||||||||
| Depreciation and amortization | 44,613 | 33,425 | 14 | 78,052 | ||||||||||||||||||||||
| Transaction related and other costs | 10,977 | |||||||||||||||||||||||||
| Other, net | 1,048 | |||||||||||||||||||||||||
| Stock-based compensation | 3,397 | |||||||||||||||||||||||||
| Income tax expense (benefit) | 319 | (2,942) | 52 | (2,571) | ||||||||||||||||||||||
| Net Income | $ | 18,281 | ||||||||||||||||||||||||
Summary of Operating Metrics
| Operating Metrics | ||||||||||||||||||||
| As of June 30, | ||||||||||||||||||||
| 2025 | 2024 | % Increase / (Decrease) | ||||||||||||||||||
| Operating metrics: | ||||||||||||||||||||
| Uniti Leasing: | ||||||||||||||||||||
| Fiber strand miles | 5,850,000 | 5,560,000 | 5.2% | |||||||||||||||||
| Copper strand miles | 231,000 | 231,000 | —% | |||||||||||||||||
| Uniti Fiber: | ||||||||||||||||||||
| Fiber strand miles | 2,970,000 | 3,000,000 | (1.0%) | |||||||||||||||||
| Customer connections | 30,230 | 29,031 | 4.1% | |||||||||||||||||
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Revenues
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Consolidated Revenues | Amount | % of Consolidated Revenues | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 226,478 | 75.3 | % | $ | 218,286 | 74.0 | % | ||||||||||||||||||
| Uniti Fiber | 74,254 | 24.7 | % | 76,661 | 26.0 | % | ||||||||||||||||||||
| Total revenues | $ | 300,732 | 100.0 | % | $ | 294,947 | 100.0 | % | ||||||||||||||||||
Uniti Leasing – Uniti Leasing revenues are primarily attributable to rental revenue from leasing our Distribution Systems to Windstream pursuant to the Windstream Leases. Under the Windstream Leases, Windstream is responsible for the costs related to operating the Distribution Systems, including property taxes, insurance, and maintenance and repair costs. As a result, we do not record an obligation related to the payment of property taxes, as Windstream makes direct payments to the taxing authorities. The initial term of the Windstream Leases expires on April 30, 2030. Annual rent under the Windstream Leases for the full year 2025 is $679.0 million and is subject to annual escalation at a rate of 0.5%. For a description of the Windstream Leases, see “Liquidity and Capital Resources— Windstream Leases” below.
The rent for the first year of each renewal term under the Windstream Leases will be an amount agreed to by us and Windstream. While the agreements require that the renewal rent be "Fair Market Rent," if we are unable to agree, the renewal Fair Market Rent will be determined by an independent appraisal process. Commencing with the second year of each renewal term, the renewal rent will increase at an escalation rate of 0.5%.
Pursuant to the Windstream Leases, Windstream (or any successor tenant under a Windstream Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term value accretive fiber and related assets made by Windstream (or the applicable tenant under the Windstream Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements” or “GCIs”). Uniti’s total annual reimbursement commitments to Windstream for the Growth Capital Improvements is discussed below in “Liquidity and Capital Resources—Windstream Leases.”
Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease will increase by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement. The Rent Rate will thereafter increase to 100.5% of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either Windstream Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $20.0 million per year. If Uniti fails to reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the Windstream Leases, and such failure continues for thirty (30) days, then such unreimbursed amounts may be applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts will thereafter be treated as if Uniti had reimbursed them).
The Windstream Leases provide that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacement to the Distribution Systems, including without limitation, the replacement of copper distribution systems with fiber distribution systems, automatically become property of Uniti upon their construction by Windstream. We receive non-monetary consideration related to TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as property, plant, and equipment and deferred revenue. We depreciate the property, plant, and equipment over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. TCIs exclude Growth Capital Improvements as and when reimbursed by Uniti.
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| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Segment Revenues | Amount | % of Segment Revenues | ||||||||||||||||||||||
| Uniti Leasing revenues: | ||||||||||||||||||||||||||
| Windstream Leases: | ||||||||||||||||||||||||||
| Cash revenue | ||||||||||||||||||||||||||
| Cash rent | $ | 169,744 | 74.9 | % | $ | 168,899 | 77.4 | % | ||||||||||||||||||
| GCI revenue | 19,159 | 8.5 | % | 12,967 | 5.9 | % | ||||||||||||||||||||
| Total cash revenue | 188,903 | 83.4 | % | 181,866 | 83.3 | % | ||||||||||||||||||||
| Non-cash revenue | ||||||||||||||||||||||||||
| TCI revenue | 14,025 | 6.2 | % | 12,214 | 5.6 | % | ||||||||||||||||||||
| GCI revenue | 1,637 | 0.7 | % | 3,730 | 1.7 | % | ||||||||||||||||||||
| Other straight-line revenue | (8) | 0.0 | % | 839 | 0.4 | % | ||||||||||||||||||||
| Total non-cash revenue | 15,654 | 6.9 | % | 16,783 | 7.7 | % | ||||||||||||||||||||
| Total Windstream revenue | 204,557 | 90.3 | % | 198,649 | 91.0 | % | ||||||||||||||||||||
| Other services | 21,920 | 9.7 | % | 19,637 | 9.0 | % | ||||||||||||||||||||
| Total Uniti Leasing revenues | $ | 226,477 | 100.0 | % | $ | 218,286 | 100.0 | % | ||||||||||||||||||
The increase in TCI revenue is attributable to the continued investment by Windstream. The total amount invested in TCIs by Windstream since the inception of the Windstream Leases (including the Master Lease) was $1.4 billion as of June 30, 2025 and $1.2 billion as of June 30, 2024.
The increase in GCI revenue is attributable to Uniti’s continued reimbursement of Growth Capital Improvements. As of the date of this Quarterly Report on Form 10-Q, we have reimbursed a total of $1.2 billion of Growth Capital Improvements.
We recognized $21.9 million and $19.6 million of revenues from other services including non-Windstream triple-net leasing and dark fiber indefeasible rights of use arrangements for the three months ended June 30, 2025 and 2024, respectively. The increase is primarily driven by revenues from new customer arrangements.
As of the date of this Quarterly Report on Form 10-Q, Windstream is current on all lease payments.
Uniti Fiber – Uniti Fiber revenues for the three months ended June 30, 2025 and 2024 consisted of the following:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Segment Revenues | Amount | % of Segment Revenues | ||||||||||||||||||||||
| Uniti Fiber revenues: | ||||||||||||||||||||||||||
| Lit backhaul services | $ | 18,380 | 24.8 | % | $ | 22,645 | 29.6 | % | ||||||||||||||||||
| Enterprise and wholesale | 28,399 | 38.2 | % | 24,327 | 31.7 | % | ||||||||||||||||||||
| E-Rate and government | 14,478 | 19.5 | % | 16,174 | 21.1 | % | ||||||||||||||||||||
| Dark fiber and small cells | 13,041 | 17.6 | % | 12,663 | 16.5 | % | ||||||||||||||||||||
| Other services | (44) | (0.1 | %) | 852 | 1.1 | % | ||||||||||||||||||||
| Total Uniti Fiber revenues | $ | 74,254 | 100.00 | % | $ | 76,661 | 100.0 | % | ||||||||||||||||||
For the three months ended June 30, 2025, Uniti Fiber revenues totaled $74.3 million as compared to $76.7 million for the three months ended June 30, 2024. Uniti Fiber revenues decreased $2.4 million, primarily attributable to a $5.0 million decrease in non-recurring cancellation fees within lit backhaul services, partially offset by a $1.8 million increase within enterprise and wholesale, driven primarily by increased customer connections and internet services.
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Interest Expense, net
| Three Months Ended June 30, | ||||||||||||||||||||
| (Thousands) | 2025 | 2024 | Increase / (Decrease) | |||||||||||||||||
| Interest expense, net: | ||||||||||||||||||||
| Cash: | ||||||||||||||||||||
| Senior secured notes | $ | 105,969 | $ | 78,781 | $ | 27,188 | ||||||||||||||
| Senior unsecured notes | 35,291 | 35,345 | (54) | |||||||||||||||||
| Senior secured revolving credit facility - variable rate | 632 | 1,713 | (1,081) | |||||||||||||||||
| ABS Notes & Loan Facility | 9,503 | 5,672 | 3,831 | |||||||||||||||||
| Interest rate cap | — | 24 | (24) | |||||||||||||||||
| Other | (870) | (1,290) | 420 | |||||||||||||||||
| Total cash interest | 150,525 | 120,245 | 30,280 | |||||||||||||||||
| Non-cash: | ||||||||||||||||||||
| Amortization of deferred financing costs and debt premium/discount | 5,276 | 5,915 | (639) | |||||||||||||||||
| Write off of deferred financing costs and debt premium/discount | 4,712 | — | 4,712 | |||||||||||||||||
| Accretion of settlement payable | 578 | 1,695 | (1,117) | |||||||||||||||||
| Interest rate cap | 348 | 720 | (372) | |||||||||||||||||
| Capitalized interest | (655) | (1,100) | 445 | |||||||||||||||||
| Total non-cash interest | 10,259 | 7,230 | 3,029 | |||||||||||||||||
| Total interest expense, net | $ | 160,784 | $ | 127,475 | $ | 33,309 | ||||||||||||||
Interest expense for the three months ended June 30, 2025 increased $33.3 million compared to the three months ended June 30, 2024. The increase is primarily attributable to a loss on extinguishment of debt of $31.9 million associated with the June 24, 2025 partial redemptions of the February 2028 Secured Notes, which included $27.2 million of cash interest expense for the redemption premium and $4.7 million of non-cash interest expense for the write-off of the unamortized debt premium and deferred financing costs, along with a $3.8 million increase in cash interest related to the March 1, 2024 draw on the ABS Loan Facility and the February 3, 2025 issuance of the ABS Notes, partially offset by a $1.1 million decrease in non-cash interest related to the accretion on the settlement payable.
Depreciation and Amortization Expense
| Three Months Ended June 30, | ||||||||||||||||||||
| (Thousands) | 2025 | 2024 | Increase / (Decrease) | |||||||||||||||||
| Depreciation and amortization expense by segment: | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Uniti Leasing | $ | 45,877 | $ | 42,885 | $ | 2,992 | ||||||||||||||
| Uniti Fiber | 26,296 | 27,728 | (1,432) | |||||||||||||||||
| Corporate | 64 | 14 | 50 | |||||||||||||||||
| Total depreciation expense | 72,237 | 70,627 | 1,610 | |||||||||||||||||
| Amortization expense | ||||||||||||||||||||
| Uniti Leasing | 1,730 | 1,729 | 1 | |||||||||||||||||
| Uniti Fiber | 5,696 | 5,696 | — | |||||||||||||||||
| Total amortization expense | 7,426 | 7,425 | 1 | |||||||||||||||||
| Total depreciation and amortization expense | $ | 79,663 | $ | 78,052 | $ | 1,611 | ||||||||||||||
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Uniti Leasing – Uniti Leasing depreciation expense increased $3.0 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to asset additions since June 30, 2024.
Uniti Fiber – Uniti Fiber depreciation expense decreased $1.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
General and Administrative Expense
General and administrative expenses include compensation costs, including stock-based compensation awards, professional and legal services, corporate office costs and other costs associated with administrative activities of our segments.
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Consolidated Revenues | Amount | % of Consolidated Revenues | ||||||||||||||||||||||
| General and administrative expense by segment: | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 3,094 | 1.0 | % | $ | 2,849 | 1.0 | % | ||||||||||||||||||
| Uniti Fiber | 16,144 | 5.4 | % | 15,587 | 5.3 | % | ||||||||||||||||||||
| Corporate | 8,600 | 2.9 | % | 7,280 | 2.4 | % | ||||||||||||||||||||
| Total general and administrative expenses | $ | 27,838 | 9.3 | % | $ | 25,716 | 8.7 | % | ||||||||||||||||||
Uniti Leasing – Uniti Leasing general and administrative expense increased $0.2 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to an increase in personnel expenses and professional fees of $0.2 million.
Uniti Fiber – Uniti Fiber general and administrative expense increased $0.6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to an increase in personnel expenses and regulatory fees of $0.2 million.
Corporate – Corporate general and administrative expense increased $1.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to an increase in personnel expenses of $1.8 million, partially offset by decreases in insurance and professional fees of $0.5 million.
Operating Expense
Operating expenses consist of network related costs, such as dark fiber and tower rents, lit service and maintenance expense and costs associated with our construction activities.
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Consolidated Revenues | Amount | % of Consolidated Revenues | ||||||||||||||||||||||
| Operating expense by segment: | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 4,523 | 1.5 | % | $ | 5,946 | 2.0 | % | ||||||||||||||||||
| Uniti Fiber | 30,242 | 10.1 | % | 31,090 | 10.6 | % | ||||||||||||||||||||
| Total operating expenses | $ | 34,765 | 11.6 | % | $ | 37,036 | 12.6 | % | ||||||||||||||||||
Uniti Leasing – Uniti Leasing operating expense decreased $1.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily attributable to a non-recurring credit to network repairs and maintenance expense of $1.1 million.
Uniti Fiber – Uniti Fiber operating expense decreased $0.8 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to a decrease in off-net expenses of $1.1 million, partially offset by an increase in repair and maintenance expense of $0.4 million.
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Transaction Related and Other Costs
Transaction related and other costs include incremental acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs). For the three months ended June 30, 2025, we incurred $13.5 million of transaction related and other costs, compared to $11.0 million of such costs during the three months ended June 30, 2024. The increase is primarily attributable to costs associated with the Merger.
Income Tax Benefit
The income tax benefit recorded for the three months ended June 30, 2025 and 2024, respectively, is related to the tax impact of the following:
| Three Months Ended June 30, | ||||||||||||||
| (Thousands) | 2025 | 2024 | ||||||||||||
| Income tax benefit | ||||||||||||||
| Pre-tax loss (Uniti Fiber) | $ | (3,668) | $ | (2,942) | ||||||||||
| REIT state and local taxes | 390 | 341 | ||||||||||||
| Reversal of unrecognized tax benefit related to expiration of statute | (2,900) | — | ||||||||||||
| Other | — | 30 | ||||||||||||
| Total income tax benefit | $ | (6,178) | $ | (2,571) | ||||||||||
Comparison of the six months ended June 30, 2025 and 2024
The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:
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| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Revenues | Amount | % of Revenues | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Revenue from rentals | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 445,927 | 75.0 | % | $ | 432,633 | 74.4 | % | ||||||||||||||||||
| Uniti Fiber | 29,151 | 4.9 | % | 24,826 | 4.3 | % | ||||||||||||||||||||
| Total revenue from rentals | 475,078 | 79.9 | % | 457,459 | 78.7 | % | ||||||||||||||||||||
| Service revenues | ||||||||||||||||||||||||||
| Uniti Leasing | 2,919 | 0.5 | % | 3,274 | 0.6 | % | ||||||||||||||||||||
| Uniti Fiber | 116,644 | 19.6 | % | 120,632 | 20.7 | % | ||||||||||||||||||||
| Total service revenues | 119,563 | 20.1 | % | 123,906 | 21.3 | % | ||||||||||||||||||||
| Total revenues | 594,641 | 100.0 | % | 581,365 | 100.0 | % | ||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Interest expense, net | 298,771 | 50.2 | % | 250,686 | 43.1 | % | ||||||||||||||||||||
| Depreciation and amortization | 159,346 | 26.8 | % | 155,537 | 26.8 | % | ||||||||||||||||||||
| General and administrative expense | 56,147 | 9.4 | % | 53,849 | 9.3 | % | ||||||||||||||||||||
| Operating expense (exclusive of depreciation, accretion and amortization) | 67,146 | 11.3 | % | 72,234 | 12.4 | % | ||||||||||||||||||||
| Transaction related and other costs | 21,309 | 3.6 | % | 16,664 | 2.9 | % | ||||||||||||||||||||
| Gain on sale of real estate | — | — | % | (18,999) | (3.3 | %) | ||||||||||||||||||||
| Goodwill impairment | — | — | % | — | — | % | ||||||||||||||||||||
| Other expense, net | 1,127 | 0.2 | % | (301) | (0.1 | %) | ||||||||||||||||||||
| Total costs and expenses | 603,846 | 101.5 | % | 529,670 | 91.1 | % | ||||||||||||||||||||
| Income before income taxes and equity in earnings from unconsolidated entities | (9,205) | (1.5 | %) | 51,695 | 8.9 | % | ||||||||||||||||||||
| Income tax benefit | (10,696) | (1.8 | %) | (7,934) | (1.4 | %) | ||||||||||||||||||||
| Equity in earnings from unconsolidated entities | — | — | % | — | — | % | ||||||||||||||||||||
| Net income | 1,491 | 0.3 | % | 59,629 | 10.3 | % | ||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | 0.0 | % | 22 | 0.0 | % | ||||||||||||||||||||
| Net income attributable to shareholders | 1,491 | 0.3 | % | 59,607 | 10.3 | % | ||||||||||||||||||||
| Participating securities' share in earnings | (335) | (0.1 | %) | (1,159) | (0.2 | %) | ||||||||||||||||||||
| Dividends declared on convertible preferred stock | (10) | 0.0 | % | (10) | 0.0 | % | ||||||||||||||||||||
| Net income attributable to common shareholders | $ | 1,146 | 0.2 | % | $ | 58,438 | 10.1 | % | ||||||||||||||||||
The following tables set forth revenues, Adjusted EBITDA and net income of our reportable segments for the six months ended June 30, 2025 and 2024:
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| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | 448,846 | $ | 145,795 | $ | — | $ | 594,641 | ||||||||||||||||||
| Adjusted EBITDA | $ | 435,237 | $ | 57,519 | $ | (12,363) | $ | 480,393 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | (145) | 28,706 | 270,210 | 298,771 | ||||||||||||||||||||||
| Depreciation and amortization | 94,458 | 64,808 | 80 | 159,346 | ||||||||||||||||||||||
| Transaction related and other costs | 21,309 | |||||||||||||||||||||||||
| Other, net | 2,827 | |||||||||||||||||||||||||
| Stock-based compensation | 7,345 | |||||||||||||||||||||||||
| Income tax benefit | (1,828) | (8,586) | (282) | (10,696) | ||||||||||||||||||||||
| Net income | $ | 1,491 | ||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| (Thousands) | Uniti Leasing | Uniti Fiber | Corporate | Subtotal of Reportable Segments | ||||||||||||||||||||||
| Revenues | $ | 435,907 | $ | 145,458 | $ | — | $ | 581,365 | ||||||||||||||||||
| Adjusted EBITDA | $ | 421,530 | $ | 54,929 | $ | (11,172) | $ | 465,287 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Interest expense | (710) | 18,708 | 232,688 | 250,686 | ||||||||||||||||||||||
| Depreciation and amortization | 89,593 | 65,917 | 27 | 155,537 | ||||||||||||||||||||||
| Transaction related and other costs | 16,664 | |||||||||||||||||||||||||
| Gain on sale of real estate | (18,999) | |||||||||||||||||||||||||
| Other, net | 2,959 | |||||||||||||||||||||||||
| Stock-based compensation | 6,745 | |||||||||||||||||||||||||
| Income tax expense (benefit) | 623 | (8,750) | 193 | (7,934) | ||||||||||||||||||||||
| Net income | $ | 59,629 | ||||||||||||||||||||||||
Revenues
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Consolidated Revenues | Amount | % of Consolidated Revenues | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 448,846 | 75.5% | $ | 435,907 | 75.0% | ||||||||||||||||||||
| Uniti Fiber | 145,795 | 24.5% | 145,458 | 25.0% | ||||||||||||||||||||||
| Total revenues | $ | 594,641 | 100.0% | $ | 581,365 | 100.0% | ||||||||||||||||||||
Uniti Leasing – Uniti Leasing revenues for the six months ended June 30, 2025 and 2024 consisted of the following:
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| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Segment Revenues | Amount | % of Segment Revenues | ||||||||||||||||||||||
| Uniti Leasing revenues: | ||||||||||||||||||||||||||
| Windstream Leases: | ||||||||||||||||||||||||||
| Cash revenue | ||||||||||||||||||||||||||
| Cash rent | $ | 338,923 | 75.5% | $ | 337,237 | 77.4% | ||||||||||||||||||||
| GCI revenue | 36,391 | 8.1% | 24,275 | 5.6% | ||||||||||||||||||||||
| Total cash revenue | 375,314 | 83.6% | 361,512 | 83.0% | ||||||||||||||||||||||
| Non-cash revenue | ||||||||||||||||||||||||||
| TCI revenue | 25,493 | 5.7% | 24,458 | 5.6% | ||||||||||||||||||||||
| GCI revenue | 4,176 | 0.9% | 7,507 | 1.7% | ||||||||||||||||||||||
| Other straight-line revenue | 548 | 0.1% | 2,238 | 0.5% | ||||||||||||||||||||||
| Total non-cash revenue | 30,217 | 6.7% | 34,203 | 7.8% | ||||||||||||||||||||||
| Total Windstream revenue | 405,531 | 90.3% | 395,715 | 90.8% | ||||||||||||||||||||||
| Other services | 43,315 | 9.7% | 40,192 | 9.2% | ||||||||||||||||||||||
| Total Uniti Leasing revenues | $ | 448,846 | 100.0% | $ | 435,907 | 100.0% | ||||||||||||||||||||
The increase in TCI revenue is attributable to the continued investment by Windstream. The total amount invested in TCIs by Windstream since the inception of the Windstream Leases (including the Master Lease) was $1.4 billion as of June 30, 2025 and $1.2 billion as of June 30, 2024.
The increase in GCI revenue is attributable to Uniti’s continued reimbursement of Growth Capital Improvements. During the six months ended June 30, 2025, Uniti reimbursed $175.0 million of Growth Capital Improvements. As of the date of this Quarterly Report on Form 10-Q, we have reimbursed a total of $1.2 billion of Growth Capital Improvements.
We recognized $43.3 million and $40.2 million of revenues from non-Windstream triple-net leasing, dark fiber IRU arrangements, and other services for the six months ended June 30, 2025 and 2024, respectively. The increase is primarily attributable to revenues from new customer arrangements.
Uniti Fiber – Uniti Fiber revenues for the six months ended June 30, 2025 and 2024 consisted of the following:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Segment Revenues | Amount | % of Segment Revenues | ||||||||||||||||||||||
| Uniti Fiber revenues: | ||||||||||||||||||||||||||
| Lit backhaul services | $ | 36,124 | 24.8% | $ | 40,367 | 27.7% | ||||||||||||||||||||
| Enterprise and wholesale | 56,517 | 38.8% | 51,220 | 35.2% | ||||||||||||||||||||||
| E-Rate and government | 24,084 | 16.5% | 27,318 | 18.8% | ||||||||||||||||||||||
| Dark fiber and small cells | 29,151 | 20.0% | 24,826 | 17.1% | ||||||||||||||||||||||
| Other services | (81) | (0.1%) | 1,727 | 1.2% | ||||||||||||||||||||||
| Total Uniti Fiber revenues | $ | 145,795 | 100.0% | $ | 145,458 | 100.0% | ||||||||||||||||||||
For the six months ended June 30, 2025, Uniti Fiber revenues totaled $145.8 million as compared to $145.5 million for the six months ended June 30, 2024. Uniti Fiber revenues increased by $0.3 million, primarily attributable to a $3.8 million increase within enterprise and wholesale, driven primarily by increased customer connections and internet services, and a $1.6 million increase in dark fiber and small cell, driven primarily by net customer additions, partially offset by a $5.0 million decrease in non-recurring cancellation fees within lit backhaul services.
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Interest Expense, net
| Six Months Ended June 30, | ||||||||||||||||||||
| (Thousands) | 2025 | 2024 | Increase / (Decrease) | |||||||||||||||||
| Interest expense, net: | ||||||||||||||||||||
| Cash: | ||||||||||||||||||||
| Senior secured notes | $ | 190,936 | $ | 153,800 | $ | 37,136 | ||||||||||||||
| Senior unsecured notes | 69,575 | 70,858 | (1,283) | |||||||||||||||||
| Senior secured revolving credit facility - variable rate | 1,434 | 5,884 | (4,450) | |||||||||||||||||
| ABS Notes & Loan Facility | 17,707 | 7,563 | 10,144 | |||||||||||||||||
| Interest rate cap | (6) | 19 | (25) | |||||||||||||||||
| Other | (1,864) | (1,305) | (559) | |||||||||||||||||
| Total cash interest | 277,782 | 236,819 | 40,963 | |||||||||||||||||
| Non-cash: | ||||||||||||||||||||
| Amortization of deferred financing costs and debt premium/discount | 10,797 | 10,950 | (153) | |||||||||||||||||
| Write off of deferred financing costs and debt premium/discount | 9,477 | — | 9,477 | |||||||||||||||||
| Accretion of settlement payable | 1,441 | 3,660 | (2,219) | |||||||||||||||||
| Gain on extinguishment of debt | — | — | — | |||||||||||||||||
| Interest rate cap | 536 | 720 | (184) | |||||||||||||||||
| Capitalized interest | (1,262) | (1,463) | 201 | |||||||||||||||||
| Total non-cash interest | 20,989 | 13,867 | 7,122 | |||||||||||||||||
| Total interest expense, net | $ | 298,771 | $ | 250,686 | $ | 48,085 | ||||||||||||||
Interest expense for the six months ended June 30, 2025 increased $48.1 million compared to the six months ended June 30, 2024. The increase is primarily attributable to a loss on extinguishment of debt of $40.5 million associated with the February 24, 2025 and June 24, 2025 partial redemptions of the February 2028 Secured Notes, which included $31.0 million of cash interest expense for the redemption premiums and $9.5 million of non-cash interest expense for the write-offs of the unamortized debt premium and deferred financing costs, along with a $10.1 million increase in cash interest related to the March 1, 2024 draw on the ABS Loan Facility and the February 3, 2025 issuance of the ABS Notes, partially offset by a $2.2 million decrease in non-cash interest related to the accretion on the settlement payable.
Depreciation and Amortization Expense
| Six Months Ended June 30, | ||||||||||||||||||||
| (Thousands) | 2025 | 2024 | Increase / (Decrease) | |||||||||||||||||
| Depreciation and amortization expense by segment: | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Uniti Leasing | $ | 90,999 | $ | 86,135 | $ | 4,864 | ||||||||||||||
| Uniti Fiber | 53,416 | 54,524 | (1,108) | |||||||||||||||||
| Corporate | 80 | 27 | 53 | |||||||||||||||||
| Total depreciation expense | 144,495 | 140,686 | 3,809 | |||||||||||||||||
| Amortization expense | ||||||||||||||||||||
| Uniti Leasing | 3,458 | 3,458 | — | |||||||||||||||||
| Uniti Fiber | 11,392 | 11,393 | (1) | |||||||||||||||||
| Total amortization expense | 14,850 | 14,851 | (1) | |||||||||||||||||
| Total depreciation and amortization expense | $ | 159,345 | $ | 155,537 | $ | 3,808 | ||||||||||||||
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Uniti Leasing – Uniti Leasing depreciation expense increased $4.9 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily attributable to asset additions since June 30, 2024.
Uniti Fiber – Uniti Fiber depreciation expense decreased $1.1 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
General and Administrative Expense
General and administrative expenses include compensation costs, including stock-based compensation awards, professional and legal services, corporate office costs and other costs associated with administrative activities of our segments.
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Consolidated Revenues | Amount | % of Consolidated Revenues | ||||||||||||||||||||||
| General and administrative expense by segment: | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 6,420 | 1.0 | % | $ | 5,931 | 1.0 | % | ||||||||||||||||||
| Uniti Fiber | 33,065 | 5.6 | % | 32,311 | 5.6 | % | ||||||||||||||||||||
| Corporate | 16,662 | 2.8 | % | 15,607 | 2.7 | % | ||||||||||||||||||||
| Total general and administrative expenses | $ | 56,147 | 9.4 | % | $ | 53,849 | 9.3 | % | ||||||||||||||||||
Uniti Leasing – Uniti Leasing general and administrative expense increased $0.5 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily attributable to an increase in personnel expenses and professional fees of $0.3 million.
Uniti Fiber – Uniti Fiber general and administrative expense increased $0.8 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which is primarily attributable to an increase in personnel expenses and regulatory fees of $0.8 million.
Corporate – Corporate general and administrative expense increased $1.1 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which is primarily attributable to an increase in personnel expenses and professional fees of $1.5 million, partially offset by a decrease in insurance expenses of $0.4 million.
Operating Expense
Operating expense consists of network related costs, such as dark fiber and tower rents, lit service and maintenance expense and costs associated with our construction activities.
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (Thousands) | Amount | % of Consolidated Revenues | Amount | % of Consolidated Revenues | ||||||||||||||||||||||
| Operating expense by segment: | ||||||||||||||||||||||||||
| Uniti Leasing | $ | 9,771 | 1.6% | $ | 11,727 | 2.0% | ||||||||||||||||||||
| Uniti Fiber | 57,375 | 9.7% | 60,507 | 10.4% | ||||||||||||||||||||||
| Total operating expenses | $ | 67,146 | 11.3% | $ | 72,234 | 12.4% | ||||||||||||||||||||
Uniti Leasing – Uniti Leasing operating expense decreased $2.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease is primarily attributable to decreases in personnel expense of $0.3 million and leased asset cost of $0.2 million, along with a $1.4 million decrease in network repairs and maintenance expense, which includes a non-recurring credit of $1.1 million.
Uniti Fiber – Uniti Fiber operating expenses decreased $3.1 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which is primarily attributable to a decrease in non-recurring equipment and
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installation expenses of $1.7 million and a decrease in off-net expenses of $2.6 million, partially offset by an increase in repair and maintenance expense of $1.1 million.
Transaction Related and Other Costs
Transaction related and other costs during the six months ended June 30, 2025 and 2024 included acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs). For the six months ended June 30, 2025, we incurred $21.3 million of transaction related and other costs, compared to $16.7 million of such costs during the six months ended June 30, 2024. The increase relates primarily to costs associated with the Merger.
Income Tax Benefit
The income tax benefit recorded for the six months ended June 30, 2025 and 2024, respectively, is related to the tax impact of the following:
| Six Months Ended June 30, | ||||||||||||||
| (Thousands) | 2025 | 2024 | ||||||||||||
| Income tax benefit | ||||||||||||||
| Pre-tax loss (Uniti Fiber) | $ | (8,586) | $ | (8,750) | ||||||||||
| REIT state and local taxes | 790 | 771 | ||||||||||||
| (2,900) | ||||||||||||||
| Other | — | 45 | ||||||||||||
| Total income tax benefit | $ | (10,696) | $ | (7,934) | ||||||||||
Non-GAAP Financial Measures
We refer to EBITDA, Adjusted EBITDA, Funds From Operations (“FFO”) (as defined by the National Association of AG真人官方 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 incremental acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs), costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), costs related to the settlement with Windstream, goodwill impairment charges, severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP.
Because the historical cost accounting convention used for real estate assets requires the recognition of depreciation expense except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined by NAREIT as net income
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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 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 TCIs; and (v) the impact, which may be recurring in nature, of the write-off of unamortized deferred financing fees, additional costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, severance costs, taxes associated with tax basis cancellation of debt, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments and similar or infrequent items less maintenance capital expenditures. AFFO includes adjustments to reflect the Company’s share of AFFO from unconsolidated entities. We believe that the use of FFO and AFFO, and their respective per share amounts, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and analysts, and makes comparisons of operating results among such companies more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating performance. In particular, we believe AFFO, by excluding certain revenue and expense items, can help investors compare our operating performance between periods and to other REITs on a consistent basis without having to account for differences caused by unanticipated items and events, such as transaction and integration related costs. The Company uses FFO and AFFO, and their respective per share amounts, only as performance measures, and FFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance.
Further, our computations of EBITDA, Adjusted EBITDA, FFO and AFFO may not be comparable to that reported by other REITs or companies that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define EBITDA, Adjusted EBITDA and AFFO differently than we do.
The reconciliation of our net (loss) income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net (loss) income | $ | (10,729) | $ | 18,281 | $ | 1,491 | $ | 59,629 | |||||||||||||||
| Depreciation and amortization | 79,663 | 78,052 | 159,346 | 155,537 | |||||||||||||||||||
| Interest expense, net | 160,784 | 127,475 | 298,771 | 250,686 | |||||||||||||||||||
| Income tax benefit | (6,178) | (2,571) | (10,696) | (7,934) | |||||||||||||||||||
| EBITDA | $ | 223,540 | $ | 221,237 | $ | 448,912 | $ | 457,918 | |||||||||||||||
| Stock based compensation | 3,584 | 3,397 | 7,345 | 6,745 | |||||||||||||||||||
| Transaction related and other costs | 13,462 | 10,977 | 21,309 | 16,664 | |||||||||||||||||||
| Gain on sale of real estate | — | — | — | (18,999) | |||||||||||||||||||
Other, net (1) | 1,977 | 1,048 | 2,827 | 2,959 | |||||||||||||||||||
| Adjusted EBITDA | $ | 242,563 | $ | 236,659 | $ | 480,393 | $ | 465,287 | |||||||||||||||
(1) A reconciliation of Other expense (income), net as reported in our Condensed Consolidated Statements of (Loss) Income to Other, net is as follows:
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Other expense (income), net | $ | 1,127 | $ | (19) | $ | 1,127 | $ | (301) | |||||||||||||||
Amortization of non-cash rights-of-use assets (a) | 850 | 850 | 1,700 | 1,670 | |||||||||||||||||||
Severance costs (b) | — | 217 | — | 1,590 | |||||||||||||||||||
| Other, net | $ | 1,977 | $ | 1,048 | $ | 2,827 | $ | 2,959 | |||||||||||||||
(a) Included within Operating expense (exclusive of depreciation and amortization) in our Condensed Consolidated Statements of (Loss) Income.
(b) Included within the General and administrative expense line item in our Condensed Consolidated Statements of (Loss) Income.
The reconciliation of our net (loss) income attributable to common shareholders to FFO and AFFO for the three and six months ended June 30, 2025 and 2024 is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | (10,734) | $ | 17,550 | $ | 1,146 | $ | 58,438 | |||||||||||||||
| AG真人官方 estate depreciation and amortization | 58,457 | 55,615 | 116,441 | 111,545 | |||||||||||||||||||
| Gain on sale of real estate, net of tax | — | — | — | (18,951) | |||||||||||||||||||
| Participating securities share in earnings | — | 723 | 335 | 1,159 | |||||||||||||||||||
| Participating securities share in FFO | (1,422) | (1,470) | (3,349) | (2,295) | |||||||||||||||||||
| Adjustments for noncontrolling interests | — | (9) | (2) | (25) | |||||||||||||||||||
| FFO attributable to common shareholders | $ | 46,301 | $ | 72,409 | $ | 114,571 | $ | 149,871 | |||||||||||||||
| Transaction related and other costs | 13,462 | 10,977 | 21,309 | 16,664 | |||||||||||||||||||
| Amortization of deferred financing costs and debt discount | 5,276 | 5,915 | 10,798 | 10,950 | |||||||||||||||||||
| Write off of deferred financing costs and debt discount | 4,712 | — | 9,477 | — | |||||||||||||||||||
| Costs related to the early repayment of debt | 28,359 | — | 32,109 | — | |||||||||||||||||||
| Stock based compensation | 3,584 | 3,397 | 7,345 | 6,745 | |||||||||||||||||||
| Non-real estate depreciation and amortization | 21,206 | 22,437 | 42,905 | 43,992 | |||||||||||||||||||
| Straight-line revenues and amortization of below-market lease intangibles | (4,802) | (8,216) | (11,661) | (17,038) | |||||||||||||||||||
| Maintenance capital expenditures | (2,176) | (1,909) | (3,582) | (3,998) | |||||||||||||||||||
| TCI revenue amortization | (14,025) | (12,214) | (25,493) | (24,458) | |||||||||||||||||||
| Other, net | (5,414) | (539) | (8,993) | (2,840) | |||||||||||||||||||
| Adjustments for noncontrolling interests | — | (3) | (1) | (8) | |||||||||||||||||||
| AFFO attributable to common shareholders | $ | 96,483 | $ | 92,254 | $ | 188,784 | $ | 179,880 | |||||||||||||||
Liquidity and Capital Resources
Our principal liquidity needs are to fund operating expenses, meet debt service obligations, fund investment activities, including capital expenditures, and to fund the Merger Cash Consideration. Furthermore, following consummation of our settlement agreement with Windstream, including entry into the Windstream Leases, we are obligated (i) to make $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020 and (ii) to reimburse Windstream for up to an aggregate of $1.75 billion for Growth Capital Improvements in long-term value accretive fiber and related assets made by Windstream through 2029. As of the date of this Quarterly Report on Form 10-Q, we have paid all amounts due to Windstream under the settlement agreement. Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures
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(except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) were limited to $225 million in 2024, and are limited to $175 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029.
Our primary sources of liquidity and capital resources are cash on hand, cash provided by operating activities (primarily from the Windstream Leases), available borrowings under our credit agreement by and among the Operating Partnership, CSL Capital, LLC and Uniti Group Finance 2019 Inc., the guarantors party thereto, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and an L/C issuer and certain other lenders named therein (the "Credit Agreement"), and proceeds from the issuance of debt and equity securities. See “—Outlook” for additional information concerning our near-term and long-term liquidity requirements.
As of June 30, 2025, we had total cash and cash equivalents of $298.6 million, including $57.9 million of restricted cash and cash equivalents, and $500.0 million of borrowing availability under our revolving credit facility maturing on September 24, 2027 under the Credit Agreement (the “Revolving Credit Facility”). Subsequent to June 30, 2025, there have been no material outlays of funds outside of our scheduled interest payments and the final payment on the Windstream settlement obligation. Availability under our Revolving Credit Facility is subject to various conditions, including a maximum secured leverage ratio of 5.0:1. In addition, if we incur debt under our Revolving Credit Facility or otherwise such that our total leverage ratio exceeds 6.5:1, our Revolving Credit Facility would impose significant restrictions on our ability to pay dividends. See “—Dividends.”
| Six Months Ended June 30, | ||||||||||||||
| (Thousands) | 2025 | 2024 | ||||||||||||
| Cash flow from operating activities: | ||||||||||||||
| Net cash provided by operating activities | $ | 183,495 | $ | 174,338 | ||||||||||
Net cash provided by operating activities is primarily attributable to our leasing activities, which includes the leasing of mission-critical communications assets to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber network assets to the telecommunications industry. Cash used in operating activities includes compensation and related costs, interest payments, and other changes in working capital. Net cash provided by operating activities was $183.5 million and $174.3 million for the six months ended June 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities during the six months ended June 30, 2025 is primarily attributable to an increase in Growth Capital Improvement related cash rent of $12.1 million, partially offset by an increase in cash interest of $3.1 million.
| Six Months Ended June 30, | ||||||||||||||
| (Thousands) | 2025 | 2024 | ||||||||||||
| Cash flow from investing activities: | ||||||||||||||
| Capital expenditures | $ | (246,198) | $ | (262,758) | ||||||||||
| Proceeds from sale of other equipment | 611 | 435 | ||||||||||||
| Proceeds from sale of real estate | — | 40,039 | ||||||||||||
| Proceeds from sale of unconsolidated entity | — | 40,000 | ||||||||||||
| Net cash used in investing activities | $ | (245,587) | $ | (182,284) | ||||||||||
Net cash used in investing activities increased $63.3 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by the proceeds received in 2024 from the sales of our investment in BB Fiber Holdings LLC of $40.0 million and the CableSouth network of $40.0 million, partially offset by a decrease in Uniti Leasing Growth Capital Improvements of $21.7 million during the six months ended June 30, 2025. Capital expenditures are primarily related to our Uniti Fiber and Uniti Leasing businesses for deployment of network assets, as described below under “—Capital Expenditures.”
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| Six Months Ended June 30, | ||||||||||||||
| (Thousands) | 2025 | 2024 | ||||||||||||
| Cash flow from financing activities: | ||||||||||||||
| Repayment of debt | $ | (900,000) | $ | (122,942) | ||||||||||
| Proceeds from issuance of notes | 600,000 | 309,000 | ||||||||||||
| Dividends paid | (10) | (108,445) | ||||||||||||
| Payments of settlement obligation | (49,011) | (49,011) | ||||||||||||
| Borrowings under revolving credit facility | 40,000 | 125,000 | ||||||||||||
| Payments under revolving credit facility | (40,000) | (333,000) | ||||||||||||
| Proceeds from ABS Loan Facility and Notes | 589,000 | 275,000 | ||||||||||||
| Finance lease payments | (1,936) | (1,265) | ||||||||||||
| Payments for financing costs | (28,119) | (15,778) | ||||||||||||
| Costs related to the early repayment of debt | (30,982) | — | ||||||||||||
| Distributions paid to noncontrolling interests | — | (37) | ||||||||||||
| Payment for noncontrolling interest | (79) | (92) | ||||||||||||
| Employee stock purchase program | 278 | 326 | ||||||||||||
| Payments related to tax withholding for stock-based compensation | (2,303) | (1,583) | ||||||||||||
| Net cash provided by financing activities | $ | 176,838 | $ | 77,173 | ||||||||||
Net cash provided by financing activities was $176.8 million for the six months ended June 30, 2025, which was primarily related to $600.0 million of proceeds from issuance of the 2032 Notes and $589.0 million of proceeds from issuance of the ABS Notes, partially offset by $900.0 million related to the repayment of the ABS Loan Facility of $275.0 million and the partial redemptions of the February 2028 Secured Notes of $625.0 million, repayments of the Settlement Payable of $49.0 million, payments for financing costs of $28.1 million, and costs related to the early repayment of debt of $31.0 million. Net cash provided by financing activities was $77.2 million for the six months ended June 30, 2024, which was primarily related to proceeds from issuance of the additional February 2028 Secured Notes of $309.0 million and the ABS Loan Facility of $275.0 million, partially offset by net payments under the Revolving Credit Facility of $208.0 million, $122.9 million of debt repayments, dividend payments of $108.4 million, repayments of the Settlement Payable of $49.0 million, and payments for financing costs of $15.8 million.
Windstream Leases
The initial term of the Windstream Leases expires on April 30, 2030. The aggregate initial annual rent under the Windstream Leases is $663.0 million. The Windstream Leases contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is the tenant under both of the Windstream Leases and unless and until the landlords under the ILEC MLA are different from the landlords under the CLEC MLA. The Windstream Leases permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the Windstream Leases, together or separately, so long as Uniti does not transfer interests in either Windstream Lease to a Windstream competitor.
Beginning in October 2020, pursuant to the Windstream Leases, Windstream (or any successor tenant under a Windstream Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion of Growth Capital Improvements through 2029. Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) were limited to $225 million in 2024, and are limited to $175 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029. If the cost incurred by Windstream (or the successor tenant under a Windstream Lease) for Growth Capital Improvements in any calendar year exceeds the annual limit for such calendar year, Windstream (or such tenant, as the case may be) may submit such excess costs for reimbursement in any subsequent year and such excess costs shall be funded from the annual commitment amounts in such subsequent period. In addition, to the extent that reimbursements for Growth Capital Improvements funded in any calendar year during the term is less than the annual limit for such calendar year, the unfunded amount in any calendar year will
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carry-over and may be added to the annual limits for subsequent calendar years, subject to an annual limit of $250 million in any calendar year.
Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease will increase by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement. The Rent Rate will thereafter increase to 100.5% of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either Windstream Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $20 million per year. If Uniti fails to reimburse any Growth Capital Improvement reimbursement payment or equipment loan funding request as and when it is required to do so under the terms of the Windstream Leases, and such failure continues for thirty (30) days, then such unreimbursed amounts may be applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts will thereafter be treated as if Uniti had reimbursed them).
Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively the “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of Growth Capital Improvements commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the Windstream Leases. Interest on these loans will accrue at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will receive a first-lien security interest in the equipment purchased with the loans. No such loans have been made as of June 30, 2025.
Up-REIT Operating Partnership Units
Our up-REIT structure enables us to acquire properties by issuing to sellers, as a form of consideration, limited partnership interests in our operating partnership, (commonly called “OP Units”). We believe that this structure will facilitate our ability to acquire individual properties and portfolios of properties by enabling us to structure transactions which will defer taxes payable by a seller while preserving our available cash for other purposes, including the possible payment of dividends. We would expect to eliminate this structure when we complete the Windstream combination.
Outlook
We anticipate closing the Merger with Windstream on August 1, 2025 and we expect to fund the $425 million (less certain transaction expenses) closing cash consideration from our cash on hand and borrowings under our Revolving Credit Facility. Following closing, we anticipate we will finance our operating expenses (including our debt service obligations), from our cash on hand, borrowings under our Revolving Credit Facility and cash flows provided by operating activities. As of June 30, 2025, we had $500.0 million in borrowing availability under our Revolving Credit Facility. In addition, we anticipate our cash on hand and borrowing availability under the Revolving Credit Facility, combined with the combined company's cash flows provided by operating activities, will be sufficient to fund our business operations and debt service. However, we may need to access the capital markets to generate additional funds to fund such expenditures. On a longer-term basis, we believe the same sources of liquidity and capital will be sufficient to satisfy these liquidity needs and anticipated capital expenditures of the combined company. See “Liquidity and Capital Resources” and “—Capital Expenditures” for additional information. A significant portion of the Company's indebtedness matures within the next three years, and the Company expects that it will need to refinance or repay its indebtedness at maturity by raising additional capital (which could include a combination of equity offerings and/or debt offerings) or instead seek to extend the applicable maturity dates of its indebtedness. We closely monitor the equity and debt markets and may seek to access them promptly if and when we determine market conditions are appropriate.
The amount, nature and timing of any capital markets transactions will depend on: our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions. These expectations are forward-looking and subject to several uncertainties and assumptions. If our expectations about our liquidity prove to be incorrect or we are unable to access the capital markets as we anticipate, we would be subject to a shortfall in liquidity in the future which could lead to a reduction in our capital expenditures and/or dividends and, in an extreme case, our ability to pay our debt service obligations. If this shortfall occurs rapidly and with little or no notice, it could limit our ability to address the shortfall on a timely basis.
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In addition to exploring potential capital markets transactions, the Company regularly evaluates market conditions, its liquidity profile, and various financing alternatives for opportunities to enhance its capital structure. If opportunities are favorable, the Company may refinance or repurchase existing debt. However, there can be no assurances that any debt refinancing would be on similar or more favorable terms than our existing arrangements. This would include the risk that interest rates could increase and/or there may be changes to our existing covenants.
Capital Expenditures
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| (Thousands) | Success Based | Maintenance | Non-Network | Total | ||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||
| Uniti Leasing | $ | 4,922 | $ | — | $ | — | $ | 4,922 | ||||||||||||||||||||||||
| Growth capital improvements | 175,000 | — | — | 175,000 | ||||||||||||||||||||||||||||
| Uniti Fiber | 61,300 | 3,582 | 529 | 65,411 | ||||||||||||||||||||||||||||
| Corporate | — | — | 865 | 865 | ||||||||||||||||||||||||||||
| Total capital expenditures | $ | 241,222 | $ | 3,582 | $ | 1,394 | $ | 246,198 | ||||||||||||||||||||||||
We categorize our capital expenditures as either (i) success-based, (ii) maintenance, or (iii) non-network. We define success-based capital expenditures as those related to installing existing or anticipated contractual customer service orders. Maintenance capital expenditures are those necessary to keep existing network elements fully operational. We anticipate continuing to invest in our network infrastructure across our Uniti Leasing and Uniti Fiber businesses and expect that cash on hand and cash flows provided by operating activities will be sufficient to support these investments. We have the right, but not the obligation (except for Growth Capital Improvements), to reimburse growth capital expenditures in certain of our lease arrangements where we are the lessor.
If circumstances warrant, we may need to take measures to conserve cash, which may include a suspension, delay or reduction in success-based capital expenditures.
ABS Entities
During 2024, we formed the ABS Parent and the ABS Bridge Loan Parties, each an indirect, bankruptcy-remote subsidiary of the Company, and we designated ABS Parent and the ABS Bridge Loan Parties as unrestricted subsidiaries under the Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes. During 2025, we formed the ABS Notes Obligors (other than Uniti Fiber GulfCo LLC, which was formed in 2024), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each ABS Notes Obligor is an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the Company’s senior notes.
For additional information concerning the financial position and results of operations of ABS Parent and its subsidiaries (all unrestricted subsidiaries as of June 30, 2025), please see Note 14 to our accompanying Condensed Consolidated Financial Statements contained in Part I, Item 1 “Financial Statements" of this Quarterly Report on Form 10-Q.
Dividends
We have elected to be taxed as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. In order to maintain our REIT status, we intend to make dividend payments of all or substantially all of our taxable income to holders of our common stock out of assets legally available for this purpose, if and to the extent authorized by our board of directors. Before we make any dividend payments, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service obligations. If our cash available for distribution is less than our taxable income, we could be required to sell assets or borrow funds to make cash dividends or we may make a portion of the required dividend in the form of a taxable distribution of stock or debt securities.
Under the Merger Agreement with Windstream, we have agreed to suspend dividend payments or other distributions until the consummation of the Merger, except for the dividend paid on June 28, 2024 and those dividends reasonably required for us or our subsidiaries to maintain its status as a REIT or to avoid the payment or imposition of income or excise tax,
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among other customary exceptions. Any dividends must be declared by our Board of Directors, which will take into account various factors including our current and anticipated operating results, our financial position, REIT requirements, conditions prevailing in the market, restrictions in our debt documents and additional factors they deem appropriate. Dividend payments are not guaranteed, and our Board of Directors may decide, in its absolute discretion, at any time and for any reason, not to pay dividends or to change the amount paid as dividends.
Critical Accounting Estimates
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our Condensed Consolidated Financial Statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for income taxes, revenue recognition, the impairment of property, plant and equipment, goodwill impairment and business combinations as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
We believe the current assumptions and other considerations used to estimate amounts reflected in our accompanying Condensed Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our Condensed Consolidated Financial Statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our financial condition.
For further information on our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our audited financial statements included in our Annual Report. As of June 30, 2025, there has been no material change to these estimates.
Recent Accounting Guidance
New accounting rules and disclosures can impact our reported results and comparability of our financial statements. See Note 2 to our accompanying Condensed Consolidated Financial Statements contained in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes from the information reported under Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, and based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
A description of legal proceedings can be found in Note 11 - Commitments and Contingencies to our Condensed Consolidated Financial Statements, included in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q, and is incorporated by reference into this Item 1.
Item 1A. Risk Factors.
There have been no material changes to the risk factors affecting our business that were discussed in Part I, Item 1A "Risk Factors” in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The table below provides information regarding shares withheld from Uniti employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted stock granted under the Uniti Group Inc. 2015 Equity Incentive Plan. The shares of common stock withheld to satisfy tax withholding obligations may be deemed purchases of such shares required to be disclosed pursuant to this Item 2.
| Period | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1, 2025 to April 30, 2025 | 12 | $ | 4.80 | — | — | |||||||||||||||||||||
| May 1, 2025 to May 31, 2025 | 522 | 4.21 | — | — | ||||||||||||||||||||||
| June 1, 2025 to June 30, 2025 | — | — | — | — | ||||||||||||||||||||||
| Total | 534 | $ | 4.22 | — | — | |||||||||||||||||||||
(1) The average price paid per share is the weighted average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not Applicable
Item 5. Other Information.
(a) None
(b) None
(c) During the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits.
Exhibit Number | Description | |||||||
| 2.1# | Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti Group Inc. and Windstream Holdings II, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of May 3, 2024 (File No. 001-36708)). | |||||||
| 2.2# | Amendment No. 1 to Agreement and Plan of Merger, dated July 17, 2024, by and between Uniti Group Inc. and Windstream Holdings II, LLC (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q dated and filed with the SEC as of August 1, 2024 (File No. 001-36708)). | |||||||
| 3.1 | Certificate of Incorporation of Uniti Group Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-36708)). | |||||||
| 3.2 | Bylaws of Uniti Group Inc. (incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-36708)). | |||||||
| 4.1 | Indenture, dated June 24, 2024, by and among Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 8.625% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC as of June 24, 2025 (File No. 001-36708)). | |||||||
| 4.2 | Form of 8.625% Senior Notes due 2032 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC as of June 24, 2025 (File No. 001-36708)). | |||||||
| 10.1 | Form of Restricted Shares Agreement for executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC as of April 17, 2025 (File No. 001-36708)). | |||||||
| 10.2 | Form of Performance-Based Restricted Stock Unit Agreement for executive officers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC as of April 17, 2025 (File No. 001-36708)). | |||||||
| 10.3 | Amendment No. 10 to the Credit Agreement, dated as of April 22, 2025, among Uniti Group LP, Uniti Group Finance Inc. and CSL Capital, LLC, as borrowers, the guarantor party thereto, the lenders party thereto, and Bank of America, N. A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as of May 6, 2025 (File No. 001-36708)). | |||||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
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| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
______________________________
| * | Filed herewith | ||||
| # | Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request. | ||||
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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 thereunto duly authorized.
| UNITI GROUP INC. | ||||||||||||||
| Date: | July 31, 2025 | /s/ Paul E. Bullington | ||||||||||||
| Paul E. Bullington Senior Vice President – Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||||||||||||
| Date: | July 31, 2025 | /s/ Travis T. Black | ||||||||||||
| Travis T. Black Senior Vice President – Chief Accounting Officer (Principal Accounting Officer) | ||||||||||||||
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FAQ
How much equity did Compass (COMP) issue in the Form D offering?
Compass issued $501,897 of Class A common stock.
Why was the equity issued by Compass?
Shares were used to pay a holdback amount related to a prior acquisition.
Were any non-accredited investors involved?
No. The filing lists one investor, and the non-accredited box is unchecked.
What exemption does Compass rely on for this private placement?
The company claimed the Rule 506(b) exemption under Regulation D.
Did Compass pay any sales commissions or finder鈥檚 fees?
No, the filing reports $0 in commissions and finder鈥檚 fees.
Is this offering expected to last more than one year?
No. Compass indicated the offering will not continue beyond one year.
What is Compass鈥檚 reported revenue range?
Compass selected the category of over $100 million in annual revenue.
Uniti Group Inc
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