Second Quarter Consolidated Bookings Monthly Recurring Revenue of $1.1 Million Increased Approximately 50% From Prior Year Updates 2024 Outlook Net Income of $18.3 Million for the Second Quarter Net Income of $0.07 Per Diluted Common Share for the Second Quarter AFFO of $0.34 Per Diluted Common Share for the Second Quarter LITTLE ROCK, Ark., Aug. 01, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. ("Uniti" or the "Company") (NASDAQ:UNIT) today announced its results for the second quarter 2024. "Uniti reported another quarter of solid results fueled by strong demand for its mission critical fiber infrastructure. Approximately 40% of our consolidated bookings during the quarter, the highest level since 2022, was driven by Hyperscalers and Generative AI demand, and we expect that growth to continue. Our core recurring strategic fiber business grew 3% in the second quarter of 2024 when compared to the second quarter of 2023, while net success-based capital intensity at Uniti Fiber during the quarter declined to 27% from 44% in the second quarter of 2023," commented President and Chief Executive Officer, Kenny Gunderman. Mr. Gunderman continued, "We continue to make significant progress on our recently announced transformational merger with Windstream, and remain on track to close the transaction by the second half of 2025. As a combined company, we will continue our disciplined growth trajectory while expanding our fiber network into Tier II and III markets, and significantly improving our overall financial profile. The demand for both commercial and residential fiber has never been greater and Uniti is well positioned to capture this growth potential going forward." QUARTERLY RESULTS Consolidated revenues for the second quarter of 2024 were $294.9 million. Net income and Adjusted EBITDA were $18.3 million and $236.7 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 80%. Net income attributable to common shares was $17.6 million for the period. AFFO attributable to common shareholders was $92.3 million, or $0.34 per diluted common share. Uniti Fiber contributed $76.7 million of revenues and $31.1 million of Adjusted EBITDA for the second quarter of 2024, achieving Adjusted EBITDA margins of approximately 40%. Uniti Fiber's net success-based capital expenditures during the quarter were $20.8 million. Uniti Leasing contributed revenues of $218.3 million and Adjusted EBITDA of $210.9 million for the second quarter. During the quarter, Uniti Leasing deployed capital expenditures of $69.6 million, including $65.3 million of GCI capex. FINANCING TRANSACTIONS On May 17, 2024, Uniti closed on the issuance of $300 million of additional senior secured notes due February 2028 (the "Additional 2028 Notes"). The Additional 2028 Notes bear interest of 10.50% and were issued at 103.00% of their principal amount. The proceeds from the offering are expected to be used for general corporate purposes, including funding a portion of the cash consideration payable in connection with the previously announced merger with Windstream. LIQUIDITY At quarter-end, the Company had approximately $618.8 million of unrestricted cash and cash equivalents, and undrawn borrowing availability under its revolving credit agreement. The Company's leverage ratio at quarter-end was 5.97x based on net debt to second quarter 2024 annualized Adjusted EBITDA, excluding the debt and Adjusted EBITDA impact from the ABS loan facility. UPDATED FULL YEAR 2024 OUTLOOK The Company is updating its 2024 outlook primarily for business unit level revisions, recent financing transactions, and transaction related and other costs incurred to date. Our outlook excludes any impact from the expected merger with Windstream, future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein. The Company's consolidated outlook for 2024 is as follows (in millions):   Full Year 2024   Revenue $ 1,154   to   $ 1,174   Net income attributable to common shareholders   98   to     118   Adjusted EBITDA (1)   930   to     950   Interest expense, net (2)   514   to     514                     Attributable to common shareholders:                 FFO (1)   301   to     321   AFFO (1)   353   to     373                     Weighted-average common shares outstanding – diluted   285   to     285   ________________________                 (1) See "Non-GAAP Financial Measures" below.(2) See "Components of Interest Expense" below. CONFERENCE CALL Uniti will hold a conference call today to discuss the announced merger with Windstream and this earnings release at 8:30 AM Eastern Time (7:30 AM Central Time). The conference call will be webcast live on Uniti's Investor Relations website at investor.uniti.com. Those parties interested in participating via telephone may register on the Company's Investor Relations website or by clicking here. A replay of the call will also be made available on the Investor Relations website. ABOUT UNITI Uniti, an internally managed real estate investment trust, is engaged in the acquisition and construction of mission critical communications infrastructure, and is a leading provider of fiber and other wireless solutions for the communications industry. As of June 30, 2024, Uniti owns approximately 142,000 fiber route miles, 8.6 million fiber strand miles, and other communications real estate throughout the United States. Additional information about Uniti can be found on its website at www.uniti.com. NO OFFER OR SOLICITATION This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Uniti, Windstream Holdings II ("Windstream") or Windstream Parent, Inc., the proposed combined company following the closing of the Merger (as defined below) ("New Uniti") or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the contemplated merger (the "Merger"), New Uniti has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus and other documents, which has not yet become effective. Once effective, Uniti will mail the proxy statement/prospectus contained in the Form S-4 to its stockholders. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection with the Merger. THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER CONTAINS IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE MERGER AND RELATED MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE MERGER. The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with the SEC in connection with the Merger will be available free of charge on the SEC's website (at www.sec.gov). Copies of documents filed with the SEC by Uniti will be made available free of charge on Uniti's investor relations website (at https://investor.uniti.com/financial-information/sec-filings). PARTICIPANTS IN THE SOLICITATION Uniti, Windstream and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti's stockholders in connection with the Merger. Information about Uniti's directors and executive officers is set forth in the sections titled "Proposal No. 1 Election of Directors" and "Security Ownership of Certain Beneficial Owners and Management" included in Uniti's proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section titled "Directors, Executive Officers and Corporate Governance" included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000162828024008054/unit-20231231.htm), and subsequent statements of beneficial ownership on file with the SEC and other filings made from time to time with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant materials filed by New Uniti with the SEC. These documents can be obtained free of charge from the sources indicated above. FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by terms such as "may," "will," "appears," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern expectations, strategy, plans, or intentions. However, the absence of these words or similar terms does not mean that a statement is not forward-looking. All forward-looking statements are based on information and estimates available to Uniti and Windstream at the time of this communication and are not guarantees of future performance. Examples of forward-looking statements in this communication (made at the date of this communication unless otherwise indicated) include, among others, statements regarding the Merger and the future performance of Uniti, Windstream and New Uniti (the "Merged Group"), the perceived and potential synergies and other benefits of the Merger, and expectations around the financial impact of the Merger on the Merged Group's financials. In addition, this communication contains statements concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the Merged Group, the anticipated timing for and outcome and effects of the Merger (including expected benefits to shareholders of Uniti), expectations for the ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the Merged Group. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement and may include statements regarding the expected timing and structure of the Merger; the ability of the parties to complete the Merger considering the various closing conditions; the expected benefits of the Merger, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of New Uniti following completion of the Merger; and anticipated growth strategies and anticipated trends in Uniti's, Windstream's and, following the expected completion of the Merger, New Uniti's business. In addition, other factors related to the Merger that contribute to the uncertain nature of the forward-looking statements and that could cause actual results and financial condition to differ materially from those expressed or implied include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the Merger, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Merger, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the Merger within the expected time period (if at all); potential difficulties in Uniti's and Windstream's ability to retain employees as a result of the announcement and pendency of the Merger; risks relating to the value of New Uniti's securities to be issued in the Merger; disruptions of Uniti's and Windstream's current plans, operations and relationships with customers caused by the announcement and pendency of the Merger; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Merger; funding requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy) and risks associated with general economic conditions. Additional factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements are detailed in the filings with the SEC, including Uniti's annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. There can be no assurance that the Merger will be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any expected synergies). Except as required by applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with respect to Uniti, Windstream or the Merged Group, or the subject matter of this communication), create an implication that there has been no change in the affairs of Uniti or Windstream since the date of this communication. NON-GAAP PRESENTATION This release and today's conference call contain certain supplemental measures of performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States ("GAAP"). Such measures should not be considered as alternatives to GAAP. Further information with respect to and reconciliations of such measures to the nearest GAAP measure can be found herein. Uniti Group Inc.Consolidated Balance Sheets(In thousands, except per share data)       June 30, 2024   December 31, 2023 Assets:         Property, plant and equipment, net   $ 4,092,799     $ 3,982,069   Cash and cash equivalents     118,763       62,264   Restricted cash and cash equivalents     12,728       -   Accounts receivable, net     56,654       46,358   Goodwill     157,380       157,380   Intangible assets, net     290,264       305,115   Straight-line revenue receivable     101,710       90,988   Operating lease right-of-use assets, net     128,837       125,105   Other assets     40,699       118,117   Deferred income tax assets, net     117,780       109,128   Assets held for sale     -       28,605   Derivative asset     1,616       -   Total Assets   $ 5,119,230     $ 5,025,129                 Liabilities and Shareholders' Deficit             Liabilities:             Accounts payable, accrued expenses and other liabilities   $ 87,105     $ 119,340   Settlement payable     118,232       163,583   Intangible liabilities, net     151,050       156,397   Accrued interest payable     142,227       133,683   Deferred revenue     1,242,165       1,273,661   Dividends payable     1,134       36,162   Operating lease liabilities     79,812       84,404   Finance lease obligations     18,110       18,110   Notes and other debt, net     5,771,809       5,523,579   Liabilities held for sale     -       331   Total Liabilities     7,611,644       7,509,250                 Commitments and contingencies                           Shareholders' Deficit:             Preferred stock, $ 0.0001 par value, 50,000 shares authorized, no shares issued and outstanding     -       -   Common stock, $ 0.0001 par value, 500,000 shares authorized, issued and outstanding: 237,353 shares at June 30, 2024 and 236,559 shares at December 31, 2023     24       24   Additional paid-in capital     1,228,527       1,221,824   Accumulated other comprehensive income     136       -   Distributions in excess of accumulated earnings     (3,722,066 )     (3,708,240 ) Total Uniti shareholders' deficit     (2,493,379 )     (2,486,392 ) Noncontrolling interests – operating partnership units and non-voting convertible preferred stock     965       2,271   Total shareholders' deficit     (2,492,414 )     (2,484,121 ) Total Liabilities and Shareholders' Deficit   $ 5,119,230     $ 5,025,129   Uniti Group Inc.Consolidated Statements of Operations(In thousands, except per share data)     Three Months Ended June 30,     Six Months Ended June 30,     2024       2023       2024       2023   Revenues:                       Uniti Leasing $ 218,286     $ 212,453     $ 435,907     $ 423,261   Uniti Fiber   76,661       71,245       145,458       150,259   Total revenues   294,947       283,698       581,365       573,520                           Costs and expenses:                       Interest expense, net   127,475       119,689       250,686       268,552   Depreciation and amortization   78,052       77,267       155,537       154,042   General and administrative expense   25,716       23,417       53,849       51,850   Operating expense (exclusive of depreciation and amortization)   37,036       37,418       72,234       72,486   Transaction related and other costs   10,977       5,576       16,664       8,364   Gain on sale of real estate   -       -       (18,999 )     -   Other (income) expense, net   (19 )     (291 )     (301 )     19,888   Total costs and expenses   279,237       263,076       529,670       575,182                           Income (loss) before income taxes and equity in earnings from unconsolidated entities   15,710       20,622       51,695       (1,662 ) Income tax benefit   (2,571 )     (4,357 )     (7,934 )     (6,769 ) Equity in earnings from unconsolidated entities   -       (659 )     -