Welcome to Uniti Group's Second Quarter 2022 Conference Call. My name is Daniel and I will be your operator for today. A webcast of this call will be available on the company's website, www.uniti.com, beginning today, and will remain available for 14 days. [Operator instructions] The company would like to remind you that today's remarks include forward-looking statements and actual results could differ materially from those projected in these statements. The factors that could cause actual results to differ are discussed in the company's filings with the SEC. The company's remarks this morning will reference slides posted on its website, and you are encouraged to refer to those materials during the call. Discussions during this call will also include certain financial measures that were not prepared in accordance with generally accepted accounting principles. Reconciliation of those non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the company's current report on Form 8-K dated today. I would now like to turn the call over to Uniti Group's Chief Executive Officer, Kenny Gunderman. Please go ahead, Mr. Gunderman.

Thank you. Good morning everyone and thank you for joining. Starting on Slide 3, the demand for our mission-critical fiber infrastructure continues to accelerate across virtually all of our customer segments. Our results for the second quarter exceeded our expectations and we continued to be enthusiastic about our prospects for the second half of the year. As a result we announced today that we're once again raising our full year outlook. We received our fifth consecutive quarter of elevated, consolidated new sales bookings, while also realizing our highest level of gross install activity since 2017. As the second largest independent fiber operator in the country with 133,000 route mile network, Uniti is successfully enabling broadband connectivity for our customers from local businesses to large national carriers. We remain uniquely positioned to benefit from the favorable trends within our industry and our strategy also further demonstrates that the shared infrastructure benefits of fiber result in healthy adjusted EBITDA and AFFO growth. Turning Slide 4 Uniti continues to track well in these shared infrastructure economics. As a result, we believe that a healthy mix of anchor and lease-up bookings and installs represents the most effective way to drive profitable growth. Uniti acquires or builds new fiber largely for our wireless customers with attractive long-term anchor cash flow yields in the mid- to high-single digits. We're then successfully adding additional tenants with very high margins and minimal CapEx, resulting in accumulative cash flow yield today of 21%, a threefold increase from the anchor yield of these projects. Slide 5 illustrates an important part of our healthy business mix. We continue to show that the majority of new bookings are lease-up in nature and the business mix results in predictable cash flow with industry leading monthly churn of 0.3% and an average remaining contract…

Thank you, Kenny. Good morning, everyone. Both our Uniti Leasing and Uniti Fiber businesses continue to perform well. And this performance is reflected in our better than expected second quarter results. Despite increased economic uncertainty and volatility within the capital markets, Uniti remains well positioned, given our robust level of long-term revenues under contract, our declining capital intensity, along with the work we have done to strengthen our balance sheet and push out our debt maturities. As a result of the strength of the quarter and our continued confidence in our ability to execute in the second half of the year, we are once again, increasing the midpoint of our 2022 outlook for revenue and adjusted EBITDA. Please turn to Slide 8 and I'll start with comments on our second quarter. We reported consolidated revenues of $284 million; consolidated adjusted EBITDA of $227 million; AFFO attributed to common shares of $115 million and AFFO per diluted common share of $0.44. Net income attributable to common shares for the quarter was approximately $53 million or $0.21 per diluted share. At Uniti Leasing we reported segment revenues of $206 million and adjusted EBITDA of $200 million up 5% and 4% respectively from the prior year. Accordingly, Uniti Leasing achieved an adjusted EBITDA margin of 97% for the quarter. Turning the Slide 9, our growth capital investment program continues to make progress and provide positive results for Uniti. Over the past six years, our tenant has invested approximately $1 billion of tenant capital improvements in our network. Uniti continues to invest its own capital in long-term, value accretive fiber, largely focused on highly valuable last mile fiber, including fiber and commercial parks and fiber-to-the-home. Collectively, these investments have resulted in 16,400 route miles of newly constructed fiber and 22% of the legacy copper…

Thanks, Paul. Before turning to Q&A, I'd like to address the current economic backdrop and the implications for Uniti. We're prepared for the likelihood of a recession or at least a sustained economic downturn, as well as an elevated interest rate environment for some time. With respect to a potential recession we believe our core business will likely see little to no noticeable impact given the mission critical nature of broadband. Further, the vast majority of our revenue is wholesale in nature with long-term contracts, some of which have escalators pegged to CPI. This customer base has proven more resilient than enterprise during downturns. With respect to costs, we're beginning to forecast higher labor and material costs in some areas. With that said, however, we don't expect any meaningful changes to current or forecasted margins or capital intensity. Given that our business performed exceptionally well during the depths of the pandemic, we would expect to execute at a similar level during any potential recession or economic downturn. The elevated interest rate environment has created capital market challenges for high yield issuers seeking to finance M&A or to refinance near-term debt. Fortunately for Uniti, we have no significant near-term maturities. As it relates to potential debt, refinancing in M&A we have the ability to be patient. To be clear we remain confident in our intrinsic value and our ability to execute on our strategic options, but we believe better execution could be achieved in more normalized markets. Despite this macroeconomic backdrop, we continue to prioritize investment in our core business. We currently have over $7 billion of revenue under contract with the average remaining term of 8.5 years. The majority of this revenue is passively managed in the form of triple-net or dark fiber MLA's. As a result, the operating costs…

Our first question comes from Gregory Williams with Cowen. Your line is now open.

Great. Thanks for taking my questions. First one is just on the solid gross installs. Obviously impressive here and you're finally chipping away at this backlog. Is this sort of a function of the better weather so can get out there and install and we're coming out of the pandemic. And how does that translate to your ability to hire contractors in the workforce? I think as I think about the sustainability of the solid gross installs? And then the second question just on the M&A environment, I think you noted, you're waiting for better execution for a more normalized environment. How would you characterize your M&A and your appetite, and I didn't see any deals today. Does that mean something more transformative is still on the table? Thanks

Greg. On installs I'd say it's a result of three things. One we've just had elevated bookings now for several quarters and just starting to, I mean, obviously bookings precede installs, so you're starting to see installs catch up if you will. Secondly, very active first half of the year with dish which I think was probably more active than we expected. So that was an important contributor. And to your question about labor, it continues to be a challenge to get whether it be contract labor or full time labor, frankly. That's one of the reasons we called it out in our prepared remarks. But fortunately we've been able to staff the positions we need and we actively manage that. So I think we're confident that that's not going to be a bottleneck for us. Although, like we said, there could be some elevated costs associated with it going forward, but at this level of bookings and this level of installs for us, that's a cost well worth bearing. With respect to M&A not much more to say than what we had in our prepared remarks. We're just going to continue to be patient and opportunistic like we always have. We continue to think the trends both in the industry and in the conversations that we're having are very favorable and we believe will be very fruitful for Uniti in the future.

Got it. Thank you.

Thank you. And our next question comes from Michael Rollins with Citi. Your line is now open.

Thanks, and good morning. Two questions: first on the guidance. The revenue and EBITDA midpoints picked up a little bit, but AFFO looks unchanged. If you could just unpack a little bit more of the pluses and minuses in that transition from income statement to the AFFO guide? And then secondly, you talked about the opportunity to deliver over time with the cash that the business can produce. Should that be the base case for investors that in the absence of any larger transformative transactions that Uniti is aspiring to de-lever to a certain financial net debt target range? Thank you.

Hey, Michael this is Paul. Thanks so much for your question. Yes. Just some differences particularly in terms of cash, cash revenue and translating from EBITDA to from revenue and adjusted EBITDA to AFFO between the quarters. So I think that's the primary difference that you're seeing there. There's a couple other minor things, and we can get you some more detail on that, Michael, if you'd – if you'd like. But I think that just the differences between cash, cash revenue and non-cash revenue is the major contributor to the difference there.

So just too quickly follow-up on that. So is the benefit in the short-term straight line or deferred revenue and over time that converts into cash revenue. So therefore you're getting the benefit in the income statement, but not AFFO. I was curious if it was more that, or if there's just other offsetting items to a change in the cash income statement contributors versus like interest or some other items like that.

Yes. I think without getting into too much – too much detail there, I think that a lot of those cash differences do come in when you're looking at straight line revenue. I think you're exactly right there and those differences coming in as you have that role on and off with new contracts or old contracts. So I think that's the largest contributor, so I think you're right on target there.

And Michael, it’s Kenny. With respect to your question about some of the longer term outlook we provided. I doubt we will ever get down to 2.5 times to 3.5 times leverage simply because that's probably under leveraged relative to an optimal capital structure for our business. What we were really trying to demonstrate is the ability to do that. If we chose to, I think more likely we would use that cash to either pay higher dividend or invest more in the business, especially given the trends that we're seeing in the business and the trends that we're seeing in the industry or some combination of those things. And I think that's a great place for us to be at, to have the optionality to either invest, pay our dividend or deleverage or some combination. And by the way that also sets you up for doing more opportunistic bolt-on M&A with a better balance sheet and more liquidity. So that that obviously would factor in. And with respect to this being the base case, I think this is the base case. I mean, we're – M&A for us has always been opportunistic especially transformative M&A and I think in doing M&A, it's always important to have the ability to be patient and in order to be patient you have to have a good business that's performing well, and you have to have a good balance sheet and a good runway for liquidity, and we certainly have all those things.

Thanks.

Thank you. And our next question comes from Frank Louthan with Raymond James. Your line is now open.

Great. Thank you. In your slides, you talked about the 275,000 buildings that you passed, what percentage of those are realistic targets to get business from? And what's your current penetration? And then what are you doing to try to increase that penetration going forward?

Hey, Frank, I would say all of them are accessible, and that's really the point. We do a lot of work both with our own data and outside sources where it's useful to pinpoint our network and opportunities near that network. So anything on that list and by the way that's a list we share with our customers, it's out there for the industry to see. So we want customers and potential customers to see that, and therefore call us when there's opportunities in those buildings. So that's a real number that we're executing on. And I would say with respect to market share, we look at it by market and we've got some markets where we're approaching maybe 10% market share, but the vast majority – in the vast majority of our metro markets, we're well below 5%. So we're really an insurgent, a share taker and just feel really excited about the opportunity that we have going forward to continue – continue taking share in the near-term.

All right, great. And talking with some other infrastructure players or seeing some of their escalators go up, AO’s inflation has gone up. Are you having any similar conversations with new customers or when you're renewing leases about raising some of the escalators to compensate for that?

Yes absolutely. Escalators have always been important to include whenever we can and especially our long-term dark fiber contracts that have such a long life. But in the current market and current times, escalators are even more important. So, yes, that's we're putting even more focus on making sure our contracts have the escalators that can continue to protect our revenue stream and isolate it from kind of inflationary pressures going forward. And as Kenny mentioned in our comments, we do have, some of those escalators are fixed rates, but some of those escalators are tied to CPI, which is particularly valuable time like 2022 when we've had such an increase in the CPI year-over-year. So that's been a nice thing for us to have those built-in whenever we can and we'll continue to put an increased focus on that in a time like this for sure.

All right, great. That's really helpful. And if you can make sure the operator turns my mic off this time, that'd be great.

Thank you. And our next question comes from David Barden with Bank of America. Your line is now open.

Hey guys, thanks so much. Hey Frank, make sure your dogs are quieted down there please. So guys, I guess I got three questions. So the first one could be Paul, can you remind us just the 2022 termination income that you're expecting from the T-Mobile merger and what the one timers contributed to 2Q? And then what you kind of think is left over for 2023 that we should be thinking about? I think you mentioned that in the prepared remarks. The second, I guess, would be Kenny, now that you guys have broken through that covenant barrier, could you give us a timetable and some criteria either execution or cash flow generation or leverage criteria that you think would help us inform a decision about revisiting the dividend payout policy? And then I guess my last question would be, there was a window, there is a window to refinance your highest coupon debt, seven to seven eight 2025. That started in kind of the mid first quarter and a quarter ago, it would've been call it a six-ish percent type of coupon to refinance it. Now it's probably north of seven. So you didn't do that presumably for a reason. And one speculation is that the reason why you're not coming back to the markets is that this dispute with Windstream about the least renewal term and the 2027 arbitration is impacting your decision making around capital markets access. So I was wondering if you could kind of revisit that topic too, please. Thank you so much.

All right. Thanks, David. It’s Paul, I'll take your first question. So yes, we've been mentioning for a while that the Sprint churn is going to peak in 2022. So it's definitely having an impact on the financials this year. So we wanted to provide a little bit more color on that for you guys in our comments this time. Like I said in my remarks we expect ETLs in 2023 to be less than in 2022, since 2022 is, like I said, the peak year. And we're expecting that to be about $12 million or $13 million less than what it is this year. So this year if you look at our page there is a breakdown, Uniti Fiber revenue, you can see the $61 million of core nonrecurring that we're projecting at UF for 2023. About $25 million of that is expected to be related to ETLs and the vast majority of that is associated with the Sprint decoms. So, that amount would really kind of be cut close to in half. If you look out towards 2023 for our expectations. I don't know the exact number for the second quarter. I think you asked that, we can get you that David later, but it's definitely a contributor to the quarter. No, I do have the – I've got the number here. It was about $7 million contribution to the second quarter alone ETLs from a revenue standpoint.

Great.

And David, with respect to your other two questions on the dividend, obviously that's a board level decision. So I don't want to put any parameters around that to get ahead of them. But certainly I had a robust discussion with the Board about it last week at the Board meeting and we'll con continue to have that in the coming months, quarters. I think right now we're paying 90% of taxable income most REITs pay a 100%. There is tax savings associated with that. There certainly would be for us. And so that's an incremental consideration that I'm sure you're thinking about aware of. But beyond that, I don't want to put any put any guardrails around it and get ahead of the Board in any way. But it's great to have that covenant cleared so that they have the flexibility to pull that lever on capital application, if they choose to. With respect to your last question, I don't agree with your conclusion. We certainly did not finance or refinance some of the debt that you mentioned, but there is a lot of factors that go into that. I won't go into all the ones that we considered, but for starters, we've got a really nice runway before we need to refinance those large maturities. And we actively manage that and actively discuss with our advisors, including a whole host of financing opportunities. And I can assure you that the renewal issue was not a concern for us. In fact, in some ways as you know, we didn't choose to have this public spat, but the fact that we are actually caused us to put our disclosure out there. And I think a lot of investors and lenders, creditors took comfort in seeing that disclosure. So I think it's actually, probably the opposite of your speculation with respect to any concerns there. And look longer term going back to our prepared remarks at the end about our longer term trajectory in terms of the cash flow, generating opportunities in the business, we just feel very confident about the balance sheet liquidity and how that gives us a terrific runway to continue fueling the growth in the business.

All right. Great. Thanks, Kenny. Appreciate it. Thanks, Paul.

No problem.

Thank you. And our next question comes from Simon Flannery with Morgan Stanley. Your line is now open.

Great. Thank you very much. Good morning. Paul coming back to the fiber, perhaps you could just give us a sense of what the recurring revenue trends are. I think your model suggests it's pretty stable for this year, but any sense of how that looked this quarter? And I know that DISH has been a big part of your optimism for 2023. What are you seeing from DISH right now? They gave us an update on their call yesterday about continuing to expand to 15,000 towers to hit their June 2023 guidance. So is that starting to flow through to some of your markets, or is that more of a 2023 factor? And then Kenny you talked about being patient with M&A, you've also talked about potentially exploring a separation to highlight the value of the non-Windstream revenue and cash flow streams. So could you update us on your thoughts there? Thank you.

Sure. Simon I'll get us started. In terms of recurring revenue, recurring revenue growth is really as expected and even a little bit better than expected revenue. Recurring revenue came in a little bit above our projections for the second quarter. And part of that as Kenny mentioned was contribution from DISH, not the only contribution to that, but DISH made a meaningful contribution to that. So, we're continuing to expect the mid-single digit growth in recurring revenue. Some pieces of it are growing even faster. Kenny mention our enterprise recurring revenue grew double digits, 11%, I think, year-over-year. So we're seeing nice growth in our recurring revenue business, which is really what we put on the majority of our focus on building over the long-term. And as we look out into next year, like I said, in my comments, we expect that same sort of growth to continue. So very pleased with that. Installs were the highest they have ever been. In the second quarter, we had a record quarter, both in the wireless part of our business and enterprise part of our business as well. So, installs is an MRR, monthly recurring revenue number. So, that's all about recurring revenue coming on to the business and churn continues to remain low. So, the outflow of recurring revenue out of the backdoor continues to remain really low for the business kind of industry leading, we think in terms of our churn performance. So we see nice trends there and we see those trends continuing.

So Simon on your last question, look, the reason we focused on developing a plan to separate our businesses because we believe there is a conglomerate discount associated with our stock and it's weighed down by the Windstream part of our business. And so when you look at that and when we look at the trends in the industry, including in the last quarter and this year, they continue to reinforce that view. And by that, I mean, when we look at private market multiples related to fiber-to-the-home businesses, those multiples continue to [indiscernible] that view. And by that, I mean, when we look at private market multiples related to fiber-to-the-home businesses, those multiples continue to improve. And obviously our Windstream business is an important part of a fiber-to-the-home provider. And so, we're emboldened by the operating trends in the industry and the multiples associated with those businesses, and feel that's another area where it's important for us to be smart and patient about unlocking that value. And with respect to commercial fiber, which is our bread and butter, that's the core part of our business. We've also seen those multiples elevate. There were a couple of private market transactions announced during the quarter where multiples were – if EBITDA multiple were well north of 20 times, EBITDA in fact, approaching 30 times EBITDA. So, we feel like that the markets, whether it be private or public but mostly private are putting the appropriate intrinsic valuations upon our piece parts. And so, as a result, we believe it's important to be able to separate those assets and unlock that value for our shareholders in the event, there is transformative M&A opportunities. And so I think maybe coming full circle to your question, we wouldn't separate our assets unless it were in the context of a transformative M&A transaction, or at least that's what we're contemplating today.

Great. Thank you. And anything more on DISH as over the next several quarters when you really expect that to start scaling?

Yes, sorry, we missed that one. Look, I think DISH was more active than we expected in the first half of the year. And a lot of that was to help them hit their first targeted date with the FCC. But candidly, most of the markets they were targeting were not Uniti markets. I mean, they were more Tier 1 in nature as you know Simon. And we're generally more in the Tier 2-ish markets. And so now they are moving on to the second targeted date of midyear next year. And we actually think there is going to be more – we know there are going to be more opportunities for us in our markets. And so, as a result, we do think the second half of this year, and probably the first half of next year in particular are going to be very busy.

Great. Thanks a lot.

Sure.

Thank you. I would now like to turn the conference back to Kenny Gunderman for closing remarks.

Thank you. We appreciate your interest in Uniti Group and look forward to updating you further [indiscernible].

This concludes today's conference call. Thank you for participating. You may now disconnect.