Uniti Group Inc. (UNIT) Earnings Call Transcript & Summary

Welcome, everyone. I'm Ana Goshko, and thanks for joining us at the Bank of America Leveraged Finance Conference. Again, I cover on the fixed income side, telecom and technology. And we are thrilled to have with us again this year Uniti Group. And we have Paul Bullington, the company's Chief Financial Officer and Treasurer. So, Paul, thanks very much for being with us.

Yes. Thank you. It's always great to be here, Ana. Appreciate you having us.

Okay. Great. So before we jump into Q&A, I'd just give you an opportunity to make any opening comments if you feel the need.

No, I think we can jump in.

Okay. Awesome.

We'll cover everything well.

Okay. So, obviously, the big news is your update -- your pending merger with Windstream. So is there any updates you can provide on timing for the merger close? So, I think at the end of October, you had cited 13 of 18 regulatory approvals and any progress on that front?

Yes. So, a little progress. I think the scorecard now is 14 of 18 PUC -- state PUC approvals. So, we've got 4 still outstanding. So, making progress there. We also just recently received the DOJ Hart-Scott-Rodino approval as well. So, we've kind of checked that box now as well. So, that's another major step as well. So, making good progress. I would say we are ahead of pace, but it's hard to handicap what that means for the actual closing is positive for it. But you can only close as quickly as that last regulatory approval comes in. And so our guidance has been closing in the second half of 2025. And I think given where we are today, we feel more confident that it would be kind of more of a mid-year thing versus an end of the year closing.

Got it. Okay. And can you tell us what 4 are left?

Not some -- we're not naming the states kind of specifically. Just don't want to call out anyone in particular with regard to that. But I would say that the 4 remaining ones -- and we haven't had any issues come up. We're just working through the process. Yes.

Okay. Great. And then just to kind of set the stage as background for our broader discussion today, could you recap how the existing operations of Windstream and Uniti are going to map into the segments of new Uniti? And I think the way you have laid out the new Uniti segments are Kinetic, fiber infrastructure and managed services. How do your 2 companies map into those 3 segments?

How does that map into those? Yes, no, that's exactly right. So we're -- on a go-forward basis, we expect to report in 3 segments. So, Kinetic is the consumer fiber-to-the-home business, but it's also those ILEC -- traditional ILEC territories as well. So, there is a wholesale and an enterprise revenue base within those footprints that are part of that Kinetic business as well. But it's primarily the consumer, fiber-to-the-home business. So that's Kinetic. And then fiber infrastructure is Uniti Fiber and Uniti Leasing, combined with the Windstream wholesale business. So, those 3 businesses are very on-net, fiber-based businesses dominated by wholesale services. And so those fit really nicely together. And then the third segment is the managed services business and that is the more off-net, the cloud-based services. So communications, security, those sorts of solutions that are generally delivered off-net on other networks to customers. And we've described that managed services business as being non-core primarily because it's not in keeping with our thesis of owning and operating our own fiber and delivering services over our own network.

Okay. Great. So just to clarify, so Kinetic is really the ILEC. And just to bring up one of your peers, so if someone looked at a publicly traded peer like Frontier, it's fiber-to-the-home. But on the ILEC assets, there is some SMB and there are some wholesale like fiber-to-the-tower in that. So it's just a classic ILEC property.

Yes. That's correct. And it's a little bit confusing because Windstream went through a little bit of a reorganization of how they report recently prior to the announcement of the merger, which sort of pulled some of those ILEC enterprise and wholesale services often and into their enterprise and wholesale group. So, there's a little bit of remapping that is going on that I know provides a little confusion. But our plan is to have the ILEC sort of be more pure in the way we report it.

Okay. And the fiber infrastructure is clearly like the Uniti Fiber business, which is heavily on-net and then the Windstream wholesale business, that's partially an off-net business.

Yes. That's right. I would say that, that fiber infrastructure business, when you combine those 3 segments together: Uniti Fiber, Uniti Leasing, Windstream Wholesale, will be characterized as primarily an on-net wholesale services company. There are some off-net pieces of it. Windstream has some fiber leases that are part of its national network. Uniti has some off-net services as well. Every communication provider uses some off-nets to go places where its own network doesn't go. But our focus is on the on-net piece of that business and really driving our own network to serve our own customers.

Okay. Great. So super helpful. So with that, let's dive into the 3 segments. So on Kinetic, so you have been a passive owner of these ILEC network elements, but now you're going to become the active operator. So any -- like what is the potential for change in the operational approach, like kind of revisiting the strategy?

We're definitely revisiting. I mean, everything, I think, is on the table. We're taking a fresh look at that business. We are going through a full evaluation of the opportunities there, particularly in terms of the fiber build plan and the expansion of that fiber build plan to get to more and more homes. I would say, generally -- and Windstream is already on the path to moving in this direction, and I think doing a good job of moving this business in this direction. But I think we're going to really lean into, what I would call an insurgent approach. I mean, if you think about the DNA of Uniti, a lot of our executives, me included, came from fiber start-ups or from competitive fiber companies that really kind of earned our chops in the competitive sort of insurgent market. And I think we're going to bring that mindset to that Kinetic business. And what that means is, I think, more of that mindset in terms of our go-to-market strategy, in terms of our customer service approach and in terms of the build plan. I think I would -- we're -- like I said, we're going through an evaluation. We've talked about -- we think there's 1 million additional homes above the 1.9 million that's in sort of the base Kinetic build plan today that it makes good sense from a return standpoint to build to. And in the past, really, Windstream has said that a lot of those were left on the table because they didn't have an incentive really to invest in the Uniti-owned markets because any fiber investments that they made there over and above the GCI program, the Growth Capital Investment program would accrue to our asset, right? So, there was a sort of a perverse incentive there in the old structure. Well, that's wiped out. That's gone in the new structure. And so we're going to lean in heavily into really pushing that network as far as we can and as deep as we can into those territories.

Okay. So said another way, I think you guys have talked about pushing potentially past 60% homes passed with fiber. And is that sort of where you're kind of right now?

Yes. So, we're relooking at all of that right now. I think, expect to hear more from us early next year, a lot more detail on what that plan looks like. But I think that's directionally right. So if you have 4.3 million homes in that footprint today, if you take the 1.9 million homes passed in the Windstream plan, if you add up to 1 million more to those, you start to get into that neighborhood.

Okay. And then so Windstream has cited, I think, what's been an industry low fiber cost per pass about $650, which I think you and Windstream have attributed to prior investments that they've made in fiber backhaul. So as you look to expand the homes passed, can you maintain this low cost? Or is -- are you looking to expand in areas where they really haven't made this investment and you're going to have that cost per pass?

Yes. I think that's a really key component of the investment thesis at Kinetic. So that -- we're really proud of that cost per passing number. We think it's one of the best in the industries. And you're right, it has been enabled -- it's really been enabled by 2 things. One is the prior investments that Windstream made to drive fiber-to-the-node, and then also the decision that Windstream made to develop its own in-house construction capability. So, a high percentage of those builds are being done by internal crews, which has enabled them to achieve some cost savings with regard to outsourcing a lot of that construction. So, I think that fiber-to-the-node investment that they're leveraging is pretty ubiquitous throughout those, what I would call the strategic markets for Kinetic. We talk about strategic passings and we talk about subsidized passings. So subsidized would be RDOF and BEAD type opportunities where the network is sparse and speeds are sort of sub-25 meg. But then the strategic opportunities are in the more developed areas. And I think Kinetic has pushed fiber-to-the-node in those markets. So, I think we're going to continue to be able to leverage that to keep our costs low. But as we push deeper into those markets, we may have to bring -- if we look to accelerate the plan, we may have to bring in more outside crews, which could increase the cost a little bit. And then the other factor is sort of aerial versus underground construction to the extent that the mix of aerial versus underground changes to be a little bit more towards underground, then that could increase the cost. But I would expect us to continue to be able to achieve passings at a cost well below $1,000 per passing on a go-forward basis. It might elevate a little bit over the $650, but I think we're going to continue to be very competitive with regard to the efficiency of our cost per passing.

Okay. That's good to hear. I wanted to raise the topic of local wireline, wireless convergence. And so as you're having your kind of strategy meetings, like where you -- if you guys have any particular thoughts kind of vision on how that's going to play out? I mean, obviously, we saw the Verizon and Frontier agreement. And Kinetic does have a collaboration with AT&T Wireless. So, I just wanted to have you talk more about what that relationship is and whether that relationship sort of has legs?

Yes, yes. So, think about it kind of in 2 areas. One is sort of for our ongoing operation, I think it's a nice to have a -- it's not a must-have in terms of executing on the Kinetic business plan in terms of having a wireless offering. Kinetic is in the early stages of relationship with AT&T. That's basically a cross-sell relationship where Kinetic can bundle its services with an AT&T service.

How does the billing work on that?

So, there's a discount provided on the bill for a combined bundle, but it's not highly integrated. It just provides a little additional benefit to customers of AT&T and Kinetic when they identify themselves as such. So, we think it's incremental. It's helpful that the initial results from that are positive. So, I think it's a good thing for us. And Kinetic, I think it helps both in terms of marketing and driving penetration and in terms of the stickiness and churn of customers. We think there will be some help there. So, I think we're off to a good start with regard to that relationship. And Windstream did choose to go that route versus trying to do kind of an MVNO or a strategy where they marketed, they have the ability to have their own wireless solution. I think more -- the other way to think about it is more broadly, what is it doing to the industry? And I think it's very positive for Uniti and new Uniti going forward. We're seeing -- I think it's real. I mean, I think these deals, the Frontier deal, the Ziply deal, I think, is showing that it's a real thing. I think it's driving valuations. I think new entrants are coming into the market. And I think all of that is a positive read-through for new Uniti and Kinetic going forward.

Okay. Let me shift to the fiber infrastructure business. So, just an update on the current demand environment. And in particular, I mean, I think, obviously, investors like to see recurring revenue businesses. But on the other hand, I think there's also been demand for kind of strategic sales and it could be very cash generative to kind of make these strategic sales. So, what are you seeing in terms of demand for strategic sales versus MRR deals? And maybe another way to talk about it is dark fiber versus lit capacity demand.

Yes, yes. So, we like all of the above. So, we like diverse demand coming from different customer segments: wholesale segments, wireless segments, direct to enterprise. And now we're seeing significant demand materialize from hyperscalers, particularly with the investment in AI and cloud infrastructure that's going on. We like selling dark fiber, and we like selling lit solutions, particularly on that Uniti Fiber network where it's predominantly a lit solutions network, but there's plenty of dark fiber to offer on those networks as well. What we're seeing is that with the hyperscaler AI type demand, it is largely a dark fiber demand that's coming in. And those dark fiber deals are typically structured as classic IRUs. So, not a new structure. I mean it's something that -- a deal structure that's been around for some time, and it's kind of the classic dark fiber structure. And it's basically a prepaid lease. So the cash comes in for the lease upfront. There is a recurring revenue stream associated with maintenance and with colocation much of the time across that 20-year period as well. But a large percentage of the revenue -- sorry, a large percentage of the cash comes in upfront. And then that revenue is generally amortized and recognized over that full 20-year period of the lease. So, that's sort of the classic most typical structure. And that can be nice because that upfront cash comes in and can offset capital requirements to deliver these networks. And so the economics of that generally works well with -- especially when combined with the lit recurring revenue model. But sometimes it materializes in what we have called a strategic sale where the revenue would all be recognized upfront. And generally, that's just the accounting treatment. So whether or not it's a sales type lease or more of a capitalized lease in terms of the accounting treatment, it still typically would be an IRU structure. Just maybe the useful life extends beyond -- or maybe the lease extends beyond the useful life of the fiber or a certain percentage of the useful life of the fiber from an accounting standpoint or maybe there's some sort of a discounted buyout at the end or something like that, that would trip that accounting treatment. But generally, the same sorts of contract structures and product offerings.

Okay. And on the topic of hyperscale, I think you've talked about hyperscale and these cash upfront deals as being anchors for your ability to execute on market expansion. So for these deals, are you proactively seeking out these deals? Or are they more incoming and then you're kind of using that as an opportunity to kind of go into that market?

Well, we definitely have a sales force that's trying to stay as close to these hyperscaler providers and develop relationships and try to make sure they understand where we can help serve them and try to understand their needs and make sure that we're in front of them in ways that can advertise our ability to serve their needs. So, we're definitely not sitting around waiting for these opportunities to land in our inbox. But these players are also very knowledgeable about the market landscape. They know who the big players are. They generally know where -- who has fiber where. And so when they have a project in a particular area where Uniti has assets, they're typically seeking us out as well. And so I think the demand is being driven both ways.

Okay. I wanted to touch quickly on the managed services business. You've talked about is effectively non-core. So how much investment and resources is required to maintain it and what's the free cash flow profile of that business?

Yes. So the way I would describe it is -- so that managed services business is a cash flowing business. It's providing good solid cash flow. It's a declining -- it's got a declining top line largely because Windstream is taking what we think is the right strategy and driving TDM and sort of other legacy services that are low margin and old technology out of that business and focusing on, what they call, their strategic type services. So it's about $1 billion in revenue, about $300 million in EBITDA. So, about 30% margin there. The capital intensity of that business is about 10%. So, that leaves you pretty nice cash flow. Over time, what we expect as those legacy services are sort of driven out, the profit margin -- the EBITDA margin, I would say it's -- I would look to have that increase to about a 40% margin, maybe somewhere in that neighborhood. So, definitely a solid cash flow profile for that business.

Okay. Is there theoretically a potential buyer for that business? Or are you sort of resigned to just continuing to manage it as declining but cash flow generative?

Yes. I think you could certainly do either. You could continue to harvest it. I do think, especially given the cash flow profile of that business, I think there could be a broad range of interest in that business.

What kind of company would be a better owner?

Well, I think -- so we described it as non-core for us, but I think a company that's looking to grow those enterprise services that's focused on those enterprise services, I think there are companies like that out there in the marketplace today that it could be a fit for. And then the other type of buyer, I think, could be a good fit for that business is a company with a large broadband network. So if you can take what's largely for Windstream as an off-net business and roll those services onto to an on-net-network, I think you can pick up a lot of synergies there. So, I think it could be a fit for someone with that kind of a network capability as well.

Okay. I want to make sure we touch on capital structure. So Uniti-Windstream, you've gotten a series of consents from your debt holders to effectively combine the debt capital structure. And then that's really going to allow you to eliminate the intercompany lease and hopefully not have to report separate financials. Is that...

Yes, yes. Absolutely, yes.

Okay. So anything left to do on that front with regard to the documentation and consents that you need or you're pretty much there?

Yes. So, all that is basically prewired at this point. So, we are really excited about the way we were able to accomplish this. It was something that was important for us to work towards looking to simplify the capital structure, both for us, but also for investors. And the more we got out and talked to investors with regard to the dual silo structure, there was an understanding of why we had sort of structured the deal that way. But definitely, we heard a lot of sentiment from the market that collapsing the structures would be positively viewed and simplifying the structures would make it more investable, which is definitely something we wanted to get accomplished. So getting it accomplished efficiently and quickly is something that we're certainly excited about. So, we've got consents for all of the Windstream debt basically to port into the Uniti structure post-merger. And so all that's basically prewired.

Okay. So with that done and with the business plan and the strategic vision that we just discussed, is the new Uniti business plan fully funded?

Yes. So what we have talked about it -- we've talked about it being a fully funded business plan, and that really refers to sort of the Windstream -- the closing of the deal and the Windstream base build plan. Windstream as a part of the transactions that they executed to kind of prewire the collapsing of the structure, they also raised an additional $300 million of capital. So, that capital we expect will most likely largely be used to expand the Windstream build plan. So, that bakes in a little more ability to continue to push the fiber build plan further into the network. And I think what we're -- the evaluation that we're going through now is that full additional, call it, 1 million home opportunity. And the funding, the capital requirements of that is really going to be dictated by, I think, largely the time frame. So, spread out over a longer period of time, we can use the cash flow generated by the business to do that. If we want to accelerate it more, be more aggressive on there, could require some additional capital there. But I think you'll hear more from us on that early next year with regard to that plan.

Okay. And then just with regard to leverage targets, what are they? That's the first question. But then secondly, I think you've talked about that you may actually have leverage increasing before it starts declining again. And so -- but what is that outlook?

Yes. So pro forma leverage, we talked about it at announcement being kind of 4.8x, taking into consideration the $425 million of cash at closing. Windstream has raised a little incremental debt. So now call it, closer to probably 5x on a pro forma basis. I would expect that to increase a little bit over that 5x, as we kind of execute on this build plan over the next couple of years. But we do think -- we think that's justified in order to take advantage of the opportunity to fiberize the network. But we also think that's a little bit high for operating the business on a go-forward basis. And so we've described a target that's more sort of in the 4x to 4.5x on a sort of longer-term basis. I think the current Windstream build plan executing on that, you could -- there's a path, and we put this out in our earnings materials to getting to into that 4 to 4.5 range and sort of in that 2028 time period. If we push the expansion of the build plan, that could elongate that period a little bit, but our plan is definitely to manage leverage lower and our target range is that 4 to 4.5.

Okay. And we've got about 2 minutes left. And I did want to ask you about ABS. We could table that. So, I want to give you the opportunity to kind of end with probably the topic that's most near and dear to your heart in the context also of discussing your leverage target. So it's really what is new Uniti worth? And I know that on your earnings calls and Kenny Gunderman is, I think, is not shy about talking about approaches to valuing the business. So, we talked about the 3 segments. We're seeing valuation, for example, for fiber-to-the-home businesses in these M&A deals kind of continuing to creep up. So, how do you believe investors should think about the sum of the parts of Uniti and what it's worth?

Well, I definitely think the sum of the parts is very -- an instructive way to kind of look at it. And I think when you look at the sum of the parts for this business, you can see that there is a value play here and an ability to create value over the longer term. So as we think about the sum of the parts, I think I'll be consistent with the materials that we've put out. I think you could argue that some of it is a little conservative with some of the deals that we're seeing in the marketplace. But we've talked about that, that consumer business, the Kinetic business, we think having a valuation range. We pegged it sort of at 8x to 10x range. I think, like I said, that might be a little conservative as we push fiber deeper into the network, given some recent transactions. But we've pegged it in that 8x to 10x range, the fiber infrastructure business sort of in that 9x to 15x range. And then that managed -- the managed services business more in the 3x to 5x range. So when you kind of mesh all that together, I think there's definitely a valuation play here in terms of where we're trading today, kind of more in the 7x -- 7x to 7.5x range kind of based on our current stock price versus the possibility as we bring these companies together and execute on a go-forward basis.

Okay. So with that, we're out of time. And I think that's a great way to end. So, Paul, thanks so much for being with us.

Yes. Thank you, Ana. Thanks, everybody. Appreciate it.