2101 Riverfront Drive, Suite A
Little Rock, AR 72202
501-850-0820
www.uniti.com
A N N UA L R E P O RT 2 0 2 3
MY FELLOW
STOCKHOLDERS:
2023 was another productive year for Uniti. Our core recurring strategic fiber business continues to
demonstrate its resiliency with top line growth of 5% in 2023, including Uniti Leasing lease-up, and Uniti Fiber
Enterprise and Wholesale growth of 20%, 15% and 9%, respectively, with continued declining capital intensity.
Despite a challenging macroeconomic backdrop, we successfully refinanced $3.1 billion of debt in 2023,
resulting in our current business plan now being fully funded, having no significant permanent debt
maturities until 2027, and over 95% of our debt being fixed rate.
Just as importantly, by addressing our balance sheet, we afforded ourselves the ability to focus on strategic
matters. We recently sold non-core assets that included our remaining tower portfolio, our remaining
investment interest in Bluebird Network, and our sale leaseback with CableSouth for total proceeds of $87
million, an almost 10 times blended EBITDA multiple.
Also, we have decided to largely exit the non-core one-time equipment sale business. As a reminder, this
business represents re-selling of networking and other IT equipment. On a go forward basis, we expect one-
time equipment sales will be a negligible part of our results as we will only pursue those sales that are part of
an important fiber network sale and are desired by our important customers.
We also recently announced an ABS bridge financing that will provide funding of up to $350 million. This is
an exciting development for Uniti which reinforces that fiber truly is a mission critical communication asset,
and we believe that ABS will be an important value accretive financing option going forward.
As an asset rich company with one of the largest fiber portfolios in the country, Uniti is uniquely positioned
to benefit from M&A trends that continue to highlight the value of quality fiber assets, both wholesale and
fiber-to-the-home. Over the past 5 years, Uniti has sold or monetized nearly $1 billion of assets at premium
multiples, and we expect to continue that disciplined on-going review of our current asset portfolio.
In addition, given our balance sheet and liquidity runway, we expect to be active this year evaluating
transformative transactions, including the on-going review of our current asset portfolio. Despite that,
however, our primary focus, as always, will be execution of disciplined growth of our core business operations.
In closing, I would like to thank our investors and customers for their continued support of Uniti. I would
also like to thank our dedicated employees for their continued hard work and diligence to make Uniti the
best company it can be. With our current business plan fully funded, no significant permanent near term
debt maturities, and a long runway for profitable growth, our ability to create value for all of our stakeholders
continues to be robust.
Sincerely,
Kenny A. Gunderman
President and Chief Executive Officer
DIRECTORS:
Francis X. Frantz – Chairman of the Board of Uniti Group Inc.
Kenneth A. Gunderman – President and Chief Executive Officer of Uniti Group Inc.
Jennifer S. Banner – Executive Director of the University of Tennessee Haslam College
of Business Forum for Emerging Enterprises and Private Business
Scott G. Bruce – President of Radius Global Infrastructure, Inc.
Carmen Perez-Carlton – Former President of FPL Fibernet, LLC
CORPORATE OFFICERS:
Kenneth A. Gunderman – President and Chief Executive Officer
Paul Bullington – Senior Vice President, Chief Financial Officer and Treasurer
Daniel L. Heard – Executive Vice President, General Counsel and Secretary
Michael Friloux – Executive Vice President, Chief Technology Officer
Ronald J. Mudry – Senior Vice President and Chief Revenue Officer
Travis Black – Senior Vice President, Chief Accounting Officer
TRANSFER AGENT AND REGISTRAR
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
INDEPENDENT AUDITORS
KPMG LLP
Dallas, Texas
CORPORATE HEADQUARTERS
2101 Riverfront Drive, Suite A
Little Rock, AR 72202
INVESTOR RELATIONS
Website: investor.uniti.com
Contact: Investor.Relations@uniti.com
LISTING
NASDAQ Global Select Market,
Ticker Symbol “UNIT”
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM 10-K
________________________________________________________________
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
o 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
________________________________________________________________
Uniti Group Inc.
(Exact name of Registrant as specified in its Charter)
________________________________________________________________
Maryland
(State or other jurisdiction of
incorporation or organization)
2101 Riverfront Drive
Suite A
Little Rock, Arkansas
(Address of principal executive offices)
46-5230630
(I.R.S. Employer
Identification No.)
72202
(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
Common Stock, $0.0001 Par Value
Trading Symbol
UNIT
Name of each exchange
on which registered
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
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.
Large accelerated filer
Non-accelerated filer
x
o
Accelerated filer
Smaller reporting company
Emerging growth company
o
o
o
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 has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public
accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing
price of the shares of common stock on The NASDAQ Global Select Market on June 30, 2023 was $1,089,222,999.
The number of shares of the Registrant’s common stock outstanding as of February 22, 2024 was 238,751,855.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement relating to the 2024 annual meeting of stockholders are incorporated by reference
into Part III of this Annual Report on Form 10-K.
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Table of Contents
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2.
Properties
Item 3.
Item 4. Mine Safety Disclosures
Legal Proceedings
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
[Reserved]
1.
2.
3.
4.
Overview
Results of Operations
Non-GAAP Financial Measures
Liquidity and Capital Resources
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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”); 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 refinancing of and
interest expense on our new ABS Loan Facility (as defined below); our expectations regarding filing an amendment to this
Form 10-K to include Windstream’s audited financial statements as of and for the year ended December 31, 2023; our
expectations regarding the future growth and demand of the telecommunication industry, future financing plans, business
strategies, growth prospects, operating and financial performance, and our 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; our expectations regarding remediation
of the material weakness in our internal control over financial reporting as discussed in Part II, Item 9A of this Annual
Report on Form 10-K; 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:
•
•
•
•
•
•
•
•
•
•
•
•
the future prospects of our largest customer, Windstream, following its emergence from
bankruptcy;
adverse impacts of inflation and higher interest rates 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;
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;
3
•
•
•
•
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 1A “Risk Factors” and Part II, Item 7 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” of this Annual
Report on Form 10-K, as well as those described from time to time in our future reports filed
with the U.S. Securities and Exchange Commission (the “SEC”).
Forward-looking statements speak only as of the date of this Annual Report on Form 10-K. 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.
4
Item 1. Business.
Overview
PART I
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.
As of December 31, 2023, Uniti and its subsidiaries own approximately 140,000 fiber network route miles, representing
approximately 8.5 million fiber strand miles, approximately 231,000 route miles of copper cable lines, central office land
and buildings across 44 states and beneficial rights to permits, pole agreements and easements. Refer to Part I, Item 2
“Properties” of this Annual Report on Form 10-K for a more detailed breakdown of our telecommunications properties.
For the year ended December 31, 2023, we had revenues of $1.1 billion, net loss attributable to common shareholders of
$82.9 million, Funds From Operations (“FFO”) of $136.8 million and Adjusted Funds From Operations (“AFFO”) of
$385.3 million. Both FFO and AFFO are non-GAAP financial measures, which we use to analyze our results. Refer to Part
II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Annual
Report on Form 10-K for additional information regarding these non-GAAP financial measures. We manage our operations
in two reportable segments, Leasing and Fiber (which we refer to as Uniti Leasing and Uniti Fiber, respectively), which are
described in more detail in Note 16 to our consolidated financial statements contained in Part II, Item 8 “Financial
Statements and Supplementary Data” in addition to our corporate operations.
Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Overview—Significant Business Developments,” of this Annual Report on Form 10-K for information regarding
significant developments in our business in 2023.
Industry
The current communications infrastructure industry is marked by the growing demand for and use of bandwidth-intensive
devices and applications, such as smart devices, real-time and online streaming video, cloud-based applications, social
media and mobile broadband. This growth in consumption requires the support of robust communications infrastructure, of
which fiber networks and communications towers are critical components. Substantial investments have been made in
recent years in fiber networks, lit services and colocation facilities to keep pace with the increased bandwidth use of both
enterprise and consumer-end users. As companies attempt to keep pace with this rapidly evolving business sector,
communications infrastructure continues to increase in priority and economic importance. We believe this considerable
demand creates significant opportunities for us as an operator and as a funding source for operators seeking to capitalize on
these trends through build outs and acquisitions of infrastructure assets.
The wireless communications industry is a prime example of the growing importance of the bandwidth infrastructure
industry. As wireless traffic and mobile data consumption continue to grow worldwide, participants in the wireless
communications industry are increasing their network capacity through the development of new wireless cell sites and the
addition of bandwidth capacity. Consumers are demanding network quality and coverage, and as a result, wireless carriers
are making significant capital investments to improve quality, expand their coverage and remain relevant in a highly
competitive industry. We expect this continued growth in capital expenditures to generate high demands for bandwidth
infrastructure services.
Strategy
Our primary goal is to create long-term stockholder value by (i) generating reliable and growing cash flows, (ii)
diversifying our tenant and asset base, (iii) paying a dividend and (iv) maintaining our financial strength and liquidity. To
achieve this goal, we have employed a business strategy that includes the following components:
Acquire Additional Infrastructure Assets Through Sale Leaseback Transactions
We actively seek to diversify our overall portfolio by acquiring communications infrastructure assets from communication
service providers and leasing these assets back to the communication service providers on a long-term basis. We believe
5
this type of transaction benefits the communication service providers with incremental liquidity which can be used to
reduce indebtedness or for other investments, while they continue to focus on their existing business. We seek to employ a
disciplined, opportunistic acquisition strategy and seek to price transactions appropriately based on, among other things,
growth opportunities, the mix of assets acquired, length and terms of the lease, and credit worthiness of the tenant.
Capitalize on the Market Demand for Increased Bandwidth Infrastructure and Performance
Bandwidth intensive devices and applications are rapidly fueling worldwide consumption of bandwidth, which in turn fuels
a continuously growing demand for stable and secure bandwidth options. Communications service providers and other
enterprises whose services and businesses require substantial amounts of bandwidth are increasingly looking to
infrastructure providers to support their bandwidth needs and to expand the reach, performance and security of their
networks. We believe we are well positioned to capitalize on this ongoing demand for bandwidth infrastructure solutions.
Partner with Communication Service Provides for Improvements of Infrastructure Assets
We believe the communications infrastructure industry in the United States is currently going through an upgrade cycle
driven by consumers’ general desire for greater bandwidth and wireless services. These upgrades require significant capital
expenditures.
We intend to support our tenant operators and other communication service providers by partnering with them on
infrastructure improvements such as capacity augmentation projects, tower construction and network expansions.
Pursue M&A Transactions in the Communication Service Sector
The highly fragmented nature of the communication service sector is expected to result in more consolidation, which we
believe will provide us ample opportunity to pursue M&A transactions, including the acquisition or disposition of assets or
businesses by Uniti or as a capital partner to potential acquirers in the communication service sector. For example, we may
partner with operators through use of “OpCo-PropCo” structures, pursuant to which we acquire the underlying network and
other assets and the operator acquires the operations.
Maintain Balance Sheet Strength and Liquidity
We seek to maintain a capital structure that provides the resources and financial flexibility to position us to capitalize on
strategic growth opportunities. Our access to, and cost of, external capital is dependent on various factors, including
general market conditions, credit ratings on our securities, interest rates and expectations of our future business
performance. We intend to maintain a strong balance sheet through disciplined use of leverage, aiming to lower our relative
cost of capital over time, and continuing to have access to multiple sources of capital and liquidity. As of December 31,
2023, we had $62.3 million of unrestricted cash and cash equivalents. As of December 31, 2023, with the exception of our
Revolving Credit Facility, all of our debt was fixed-rate debt.
Competition
We compete for investments in the communications industry with telecommunications companies, investment companies,
private equity funds, hedge fund investors, sovereign funds and other REITs who focus primarily on specific segments of
the communications infrastructure industry. The communications infrastructure industry is characterized by a high degree
of competition among a large number of participants, including many local, regional and global corporations. Some of our
competitors are significantly larger and have greater financial resources and lower costs of capital than we have. In
addition, revenues from our network properties are dependent, to an extent, on the ability of our operating partners to
compete with other communication service providers.
Our Business
Uniti's primary lines of business are Uniti Leasing and Uniti Fiber, which are described in further detail below.
Uniti Leasing
Uniti Leasing is engaged in acquiring and constructing mission-critical communications assets, such as fiber, data centers,
next-generation consumer broadband, coaxial and upgradeable copper, and leasing them back to anchor customers on
6
either an exclusive or shared-tenant basis. Presently, a substantial portion of Uniti Leasing’s revenue is rental revenues
from leasing the Distribution Systems to Windstream as described below in the section titled “Significant Customers.”
With Uniti Leasing, our goal is to provide creative and tax-efficient solutions to additional customers, including (i) sale-
leaseback transactions, whereby Uniti Leasing acquires existing infrastructure assets from communications service
providers and leases them back on a long-term basis; (ii) capital investment financing, whereby Uniti Leasing offers
communications service providers a cost-efficient method of raising funds for discrete capital investments to upgrade or
expand their network; and (iii) mergers and acquisitions financing, whereby Uniti Leasing facilitates mergers and
acquisition transactions as a capital partner. Results for Uniti Leasing are reported in our consolidated financial statements
in our Uniti Leasing business segment.
Uniti Fiber
Uniti Fiber is a leading provider of infrastructure solutions, including cell site backhaul and small cell for wireless
operators and ethernet, wavelengths and dark fiber for telecommunications carriers and enterprises. With Uniti Fiber, our
goal is to capitalize on the rising demand by carriers and enterprises for dark fiber, establish ourselves as a proven small-
cell systems provider and leverage wholesale enterprise opportunities as well as opportunities through the School and
Libraries Program (commonly referred to as "E-Rate") administered by the Universal Service Administrative Company
(also known as USAC). We believe fiber is the mission-critical focal point in the modern communications infrastructure
industry and that Uniti Fiber will accelerate our growth and diversification strategy and expand our relationships with high
quality national and international wireless carriers.
At December 31, 2023, Uniti Fiber’s revenues under contract were over $1.1 billion, with a network consisting of
approximately 3.0 million strand miles of fiber and approximately 28,599 customer connections. Results for Uniti Fiber are
reported in our consolidated financial statements in our Uniti Fiber business segment.
The Company
Uniti Group Inc. was incorporated in the state of Maryland on September 4, 2014.
Uniti 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. 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.
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. This 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 December 31, 2023,
we are the sole general partner of the Operating Partnership and own approximately 99.96% of the partnership interests in
the Operating Partnership. In addition, we have undertaken a series of transactions to permit us to hold certain of our assets
indirectly through subsidiaries that are taxed as REITs, which may also facilitate future acquisition opportunities.
Human Capital Resources
On December 31, 2023, we employed 813 people, of whom 467 work directly developing and maintaining network
operations, 132 in sales and sales support, 68 in shared services, 76 accounting and finance related positions and 70 in
operations support roles. None of our employees are subject to a collective bargaining agreement.
Our employees are our most important resources and their success ultimately creates our own. We fuel their success by
offering career growth, recognition and appreciation programs, fulfilling work relationships, empowerment, mentoring, and
training and development opportunities. We demonstrate the value we place in our employees financial, physical and
emotional health by providing our employees with competitive salaries, health benefits, investment opportunities, vacation
options and a generous paid volunteer program, among other benefits.
In 2023, Uniti launched ULead, a manager training program focused on the growth and development of our emerging
leaders. ULead is a comprehensive training program to help prepare and support Uniti supervisors and managers as they
navigate the responsibilities and challenges of managing a team. By investing in their professional development, we are
7
equipping them with the knowledge, tools and confidence to successfully lead their teams to achieve Uniti’s goals and
objectives, reduce turnover, and continue to enhance our valued culture.
For the last six years Uniti has been certified as a Great Place to Work®. Our management team strives to embody and
promote our company values of united, necessary, innovative, tenacious, and integrity. As a certified Great Place to
Work®, 95% of our employees say they are treated fairly and are made to feel welcome. 89% of them agree that Uniti is a
great place to work. We believe our energetic and collaborative work environment is a contributing factor to our limited
employee turnover and high levels of engagement.
Within our organization, we believe in unity and know that it can only be generated through connection, collaboration and
respect. We are committed to fostering these ideals by hiring, developing and supporting a diverse and inclusive workplace
that encourages, supports and celebrates the diverse voices of our team members. Two women sit on our board of directors
and women represent approximately 25% of leadership positions across our company. A key component to our
commitment includes our Diversity and Inclusion Groups (“DIGs”) which support employees and allies in various
experiences including diverse backgrounds, lifestyle, characteristics, and more. Uniti currently has six active DIGs that
allow for enrichment, connection and growth for our employees. Each DIG is sponsored and supported by senior leaders
across the organization.
We value our strong ethical foundation and have instituted policies and procedures designed to preserve and prioritize
corporate integrity. To actively promote honest, ethical and respectful conduct, we engage in a top-down approach by
requiring our directors and executives to set high standards of integrity, responsibility, and transparency. We insist all
employees adhere to a code of conduct that sets standards for appropriate behavior and includes information on preventing,
identifying, reporting and stopping any type of discrimination or unethical behavior.
Uniti is committed to offering competitive and inclusive benefits to meet the needs of our employees. We offer an
employer-paid benefit which provides our employees comprehensive, inclusive fertility healthcare and family-forming
benefits. Employees have access to exclusive resources designed to make fertility care more accessible and affordable to
everyone — regardless of age, sex, sexual orientation, gender identity, or location. Uniti continues to support the mental
health needs of our employees with an employer-paid virtual mental health benefit in addition to our already available
Employee Assistance Program ("EAP"). Our EAP offers free, confidential assessments and short-term counseling to
employees. Together, with our additional virtual mental health benefit, employees have the opportunity to seek in person or
virtual assistance with personal and/or work-related problems.
Uniti will continue to seek opportunities to support the overall health and well-being of our employees as we continue to
realize significant value for our stockholders, customers and communities.
Significant Customers
For the years ended December 31, 2023, 2022, and 2021, 67.3%, 66.5% and 66.4% of our revenues, respectively, were
derived from leasing our Distribution Systems to Windstream.
On April 24, 2015, we were separated and spun-off from Windstream pursuant to which Windstream contributed certain
telecommunications network assets, including fiber and copper networks and other real estate (the "Distribution Systems")
and 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.
Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the
periodic filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Windstream’s
historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020,
Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act.
Windstream’s filings are not incorporated by reference in this Annual Report on Form 10-K.
8
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 new 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 Annual Report on Form 10-K, Windstream is current on all lease payments. We note that in August
2020, Moody’s Investors Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection
with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with
a stable outlook. Both ratings remain current as of the date of this filing. In addition, in order to assist us in our continuing
assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and
metrics from Windstream. Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” of this Annual Report on Form 10-K for additional information regarding this assessment.
Government Regulation, Licensing and Enforcement
U.S. Telecommunications Regulatory Overview
Our subsidiaries and our tenants operate in a regulated market. As operators of telecommunications facilities and services,
both we and the current and future tenants of our telecommunications assets are typically subject to extensive and complex
federal, state and local telecommunications laws and regulations. The Federal Communications Commission (“FCC”)
regulates the provision of interstate and international telecommunications services, and state public utility commissions
(“PUCs”) regulate intrastate telecommunications services. Federal and state telecommunications laws and regulations are
wide-ranging, and violations of them can subject us and our tenants to civil, criminal and administrative sanctions. We
expect that the telecommunications industry, in general, will continue to face increased regulation. Changes in laws and
regulations and violations of federal or state laws or regulations by us or our tenants could have a significant direct or
indirect effect on our operations and financial condition, as detailed below and set forth under “Risk Factors—Risks
Related to Our Business.”
Our operations require that certain of our subsidiaries across all segments hold licenses or other forms of authorization
from the FCC and state PUCs in those states where we operate, and in some jurisdictions our subsidiaries must file tariffs
or other price lists describing their rates, terms and conditions of the services they provide. The FCC and PUCs can modify
or terminate a service provider’s license or other authority to provide telecommunications services for failure to comply
with applicable laws and regulations. The FCC and PUCs may also investigate our subsidiaries’ operations and may
impose fines or other penalties for violations of the same. In addition, our subsidiaries are required to submit periodic
reports to the FCC and PUCs documenting their revenues and other data. Some of this information is used as the basis for
the imposition of various regulatory fees and other assessments. In order to engage in certain transactions in some
jurisdictions, including changes of control, the encumbrance of certain assets, the issuance of securities, the incurrence of
indebtedness, the guarantee of indebtedness of other entities, including subsidiaries of ours, and the transfer of assets, we
may be required to provide notice and/or obtain prior approval from certain governmental agencies. Failure to obtain
required approvals could subject us to fines or other penalties.
Our subsidiaries are subject to a number of federal, state, and local regulations that govern the way we can conduct our
business. Such regulations may impose requirements and costs for our entities to operate and utilize local rights of way.
They may also impose other operating costs on our businesses, including restrictions on pricing flexibility for certain
products, minimum service quality standards, service reporting, intercarrier compensation, contributions to universal
service, and other obligations. Further, the relaxation of regulatory requirements on our competitors, such as those granting
us access to incumbent local exchange carrier facilities and/or services or the prices that such carriers may charge for such
services or access to their facilities, may also have a detrimental effect on the businesses of our subsidiaries and/or tenants.
We have sought to structure the operations for our core real estate business in a manner to minimize the likelihood that we
may be required to become regulated as a public utility or common carrier by the FCC or PUCs, but a number of our
business operations are nonetheless subject to federal, state, and local regulation, and we cannot guarantee that our core
real estate business will not become further subject to federal, state, and local regulation in the future.
With respect to the broadband internet services that we provide, traditionally, the FCC has recognized that broadband
internet access services are “information services” subject to limited regulation. In 2015, the FCC issued a “network
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neutrality” decision that declared broadband internet access services to be subject to certain “telecommunications services”
regulation under Title II of the Communications Act of 1934. These regulations would have limited the ways that
broadband internet access service providers could structure business arrangements and manage their networks and spurred
additional restrictions, including rate regulation, which could adversely affect broadband investment and innovation. In
2017, the FCC voted to return broadband internet access service to its prior classification as “information services.” In
2023 the FCC announced its intention to consider rules aimed at subjecting broadband internet service to regulation under
Title II again. The regulatory classification of broadband internet service is likely to continue to be subject to evolving
standards set by the FCC. Further, state legislators and governors in some jurisdictions have introduced, and in some cases
passed, state laws and executive orders requiring different levels of adherence to “network neutrality” principles for
broadband internet access service providers active in the applicable states. As a result of the FCC's activities, as well as
state laws and regulations, it is unclear at this time how broadband internet services will be regulated in the future, and the
potential impact those regulations may have on our broadband internet service business. In addition, while they have not
sought to specifically regulate the manner in which broadband internet service providers manage network traffic, the FCC
has nonetheless continued to adopt other forms of regulation over such services, such as broadband labelling requirements,
which may affect our operations and subject us to sanctions if we fail to comply with them. We cannot anticipate what
additional requirements may be imposed on our broadband internet access business by federal, state or local authorities in
the future.
Uniti Fiber
Our subsidiaries that compose Uniti Fiber own and operate significant fiber and other communications facilities throughout
various regions of the United States. The provision of such services is often subject to FCC and PUC licensure in many
jurisdictions, and the companies are typically licensed as CLECs and/or interexchange carriers in those states where they
operate. The companies also hold various FCC wireless licenses in order to provide microwave backhaul and other wireless
services. Because of the nature of the licenses that these companies hold, and the nature of the services that they provide,
they are subject to various federal and state regulatory requirements, including, but not limited to, revenue and other
reporting requirements and tariffing requirements. The companies must also maintain their wireless licenses with the FCC,
which requires construction and notification reporting and other regulatory requirements. New fiber network construction
is also subject to certain state and local governmental permitting and licensing requirements. Delays in the local and state
permitting process can delay the construction of new facilities. Failure to abide by permit requirements can subject the
company to fines and other penalties.
In some cases, our subsidiaries that compose Uniti Fiber utilize services or facilities of incumbent local exchange carriers
through arrangements established under the Telecommunications Act of 1996 and FCC regulations. The FCC has recently
issued orders allowing ILECs to stop offering such elements and/or to increase the rates that they may charge competitive
providers for access to such elements. The loss of these elements, or significant price increases associated with our use of
such elements, may increase our costs to maintain and construct new network facilities to replace those we may no longer
access, or have other negative effects on our business such as a loss of ability to continue to provide services to certain
customers.
A number of our subsidiaries that compose Uniti Fiber provide services to customers within the FCC’s E-Rate and Rural
Healthcare (“RHC”) programs. E-Rate and RHC are federally funded programs that provide discounts to assist eligible
schools, libraries, and healthcare providers to fund the acquisition and operation of certain communications services and
technology. These programs are administered by the Universal Service Administrative Company under the direction of the
FCC. The E-Rate and RHC programs are subject to regulatory requirements that change often, and require strict-adherence
to program requirements and deadlines. Failure to abide by program and regulatory requirements can result in loss of
funding, claw back of prior funding, and fines or other sanctions. The E-Rate, RHC and other programs are funded by the
universal service fund ("USF") program. The USF program design, including the manner in which USF contributions are
made by service providers, is currently subject to federal court challenges. They could also be modified by Congress or the
FCC in the future. We cannot predict future developments or changes to the regulatory environment with respect to the
USF, E-Rate or RHC programs, or the impact such developments or changes would have on our business.
Regulatory Changes
Future revenues, costs, and capital investment in the communication businesses of our tenants, Uniti Fiber, and other
related entities could be adversely affected by material changes to, or decisions regarding applicability of, government
requirements, including, but not limited to, changes in rules governing inter-carrier compensation, interconnection access to
network facilities, state and federal USF support, rules governing the prices that can be charged for business data services,
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infrastructure location and siting rules, access to unbundled network elements, and other requirements. Federal and state
communications laws and regulations may be amended in the future, and other new laws and regulations may affect our
business. In addition, certain laws and regulations applicable to us and our competitors may be, and have been, challenged
in the courts and could be vacated or modified at any time. We cannot predict future developments or changes to the
regulatory environment or the impact such developments or changes would have on our business.
In addition, regulations could create significant compliance costs for us. Delays in obtaining FCC and PUC certifications
and regulatory approvals could cause us to incur substantial legal and administrative expenses, and conditions imposed in
connection with such approvals could adversely affect the rates that we are able to charge our customers. Both our
subsidiaries and our tenants may also be affected by legislation and/or regulation imposing new or additional obligations
related to, for example, law enforcement assistance, cyber-security protection, intellectual property rights protections,
environmental protections, consumer privacy, tax, or other areas. We cannot predict how any such future changes may
impact our business, or the business of our tenants.
Environmental Matters
A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect
telecommunications operations and facilities. These laws and regulations, and their enforcement, involve complex and
varied requirements, and many such laws and regulations impose strict liability for violations. Some of these federal, state
and local laws may directly impact us. Under various federal, state and local environmental laws, ordinances and
regulations, an owner of real property, such as us, may be liable for the costs of removal or remediation of hazardous or
toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to
hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The
cost of any required remediation, removal, fines or personal property damages and the owner’s liability therefore could
exceed or impair the value of the property and/or the assets of the owner. In addition, the presence of such substances, or
the failure to properly dispose of or remediate such substances, may adversely affect the owner’s ability to sell or rent such
property or to borrow using such property as collateral, which, in turn, could reduce revenues.
Insurance
We maintain, or will require in our leases (including the Windstream Leases) that our tenants maintain, applicable lines of
insurance on our properties and their operations. Under the Windstream Leases, Windstream has the right to self-insure or
use a captive provider with respect to its insurance obligations. We believe that the amount and scope of insurance
coverage provided by our policies and the policies maintained by our tenants are customary for similarly situated
companies in the telecommunications industry. However, our tenants may elect not to, or be able to, maintain the required
insurance coverages, and the failure by any of them to do so could have a material adverse effect on us. We may not
continue to require the same levels of insurance coverage under our leases, including the Windstream Leases, and such
insurance may not be available at a reasonable cost in the future or fully cover all losses on our properties upon the
occurrence of a catastrophic event. Moreover, we cannot guarantee the future financial viability of the insurers.
Available Information
Our principal executive offices are located at 2101 Riverfront Drive, Suite A, Little Rock, AR 72202 and our telephone
number is (501) 850-0820. We maintain a website at www.uniti.com. Our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available on our website, free of charge, as soon as reasonably practicable
after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission. Our
Exchange Act filings can also be found at www.sec.gov.
Current copies of our Code of Business Conduct and Ethics & Whistleblower Policy, Corporate Governance Guidelines,
and the charters for our Audit, Compensation and Governance Committees are posted in the “Corporate Governance”
section of the About Us page of our website at www.uniti.com.
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Item 1A. Risk Factors.
Risks Related to Our Business
We are dependent on Windstream to make payments to us under the Windstream Leases, and an event that materially
and adversely affects Windstream’s business, financial position or results of operations could materially and adversely
affect our business, financial position or results of operations.
Windstream is the lessee of the Distribution Systems pursuant to the Windstream Leases and, therefore, is presently the
source of a substantial portion of our revenues.There can be no assurance that Windstream will have sufficient assets,
income and access to financing to enable it to satisfy its payment and other obligations under the Windstream Leases. In
recent years, Windstream has experienced annual declines in its total revenue, sales and cash flow and has undergone a
restructuring under Chapter 11 of the U.S. Bankruptcy Code.
The inability or unwillingness of Windstream to meet its rent obligations under the Windstream Leases could materially
adversely affect our business, financial position or results of operations, including our ability to pay dividends to our
stockholders as required to maintain our status as a REIT. The inability of Windstream to satisfy its other obligations under
the Windstream Leases, such as the payment of insurance, taxes and utilities, could materially and adversely affect the
condition of the Distribution Systems as well as the business, financial position and results of operations of Windstream. In
addition, Windstream will be dependent on distributions from its subsidiaries in order to satisfy the payment obligations
under the Windstream Leases, as such, if its subsidiaries were to experience a material and adverse effect on their business,
financial position or results of operations, our business, financial position or results of operations could also be materially
and adversely affected.
Failure by Windstream to comply with the terms of the Windstream Leases or to comply with the regulations to which the
Distribution Systems are subject could require us to find another lessee for such Distribution Systems, or a portion thereof,
and there could be a decrease or cessation of rental payments by Windstream.
There is no assurance that we would be able to lease the Distribution Systems to another lessee on substantially equivalent
or better terms than the Windstream Leases, or at all, successfully reposition the Distribution Systems for other uses or sell
the Distribution Systems on terms that are favorable to us. It may be more difficult to find a replacement tenant for a
telecommunications property than it would be to find a replacement tenant for a general commercial property due to the
specialized nature of the business. Even if we are able to find a suitable replacement tenant for the Distribution Systems,
transfers of operations of communication distribution systems are subject to regulatory approvals not required for transfers
of other types of commercial operations, which may affect our ability to successfully transition the Distribution Systems.
We may be unable to renew the Windstream Leases on commercially attractive terms or at all.
The initial term of the Windstream Leases expires on April 30, 2030. There can be no assurance that Windstream will
renew the Windstream Leases upon their expiration.
If Windstream elects to renew the Windstream Leases, we and Windstream will need to reach a mutual agreement on the
rent for the renewal term. The Windstream Leases require that the renewal rent be “Fair Market Rent,” and if we and
Windstream are unable to agree on that amount, the renewal Fair Market Rent will be determined by an independent
appraisal process. If the current rent payable by Windstream exceeds the Fair Market Rent at the time of renewal, then the
renewal term rent will be lower than the current rent payable by Windstream. We are confident that any renewal will be at
a rate reflecting fair value as required by the terms of the Windstream Leases and should be at an amount that will at least
approximate current rent amounts, but we can provide no assurance as to the outcome of any negotiation or appraisal
process. Any significant decrease in the renewal rent of the Windstream Leases could have a material adverse effect on our
results of operations, financial condition and future prospects.
Our level of indebtedness could materially and adversely affect our financial position, including reducing funds
available for other business purposes and reducing our operational flexibility.
As of December 31, 2023, we had outstanding long term indebtedness of approximately $5.62 billion consisting of senior
notes and a revolving credit facility provided by a syndicate of banks and other financial institutions, which, as of
December 31, 2023, provided for an aggregate committed amount of borrowings up to approximately $500.0 million.
Additionally, on February 23, 2024, we entered into the ABS Loan Agreement (as defined herein) which provides for the
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ABS Loan Facility (as defined herein) of $350 million. See “Significant Business Developments” in Part II, Item 7
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form
10-K for more information. Subject to the restrictions set forth in our debt agreements, our board of directors may establish
and change our leverage policy at any time without stockholder approval. Any significant additional indebtedness could
require a substantial portion of our cash flow to make interest and principal payments due on our indebtedness. Greater
demands on our cash resources may reduce funds available to us to pay dividends, make capital expenditures and
acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our ability to adjust
rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and
create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future
debt service obligations may limit our operational flexibility, including our ability to acquire assets, finance or refinance
our assets or sell assets as needed, and our ability to pay dividends.
We anticipate that we will have sufficient access to liquidity to fund our cash needs; if we are unable to do so, we would
need to reduce our spending and it could have an adverse effect on us.
We anticipate continuing to invest in our network infrastructure across our Uniti Leasing and Uniti Fiber portfolios. We
anticipate declaring dividends for the 2023 tax year to comply with our REIT distribution requirements. We anticipate that
we will partially finance these needs, together with operating expenses (including our debt service obligations) from our
cash on hand and cash flows provided by operating activities. We also expect the need to raise capital to fund obligations to
Windstream, including (i) $490.1 million of settlement payments payable over time (of which $171.5 million remains to be
paid as of December 31, 2023) and (ii) an aggregate of up to $1.75 billion for certain growth capital improvements (of
which $955.8 million remains to be paid as of December 31, 2023) in long-term value accretive fiber and related assets
made by Windstream (or other applicable tenant) to certain ILEC and CLEC properties (the “Growth Capital
Improvements”) subject to the Windstream Leases (although such investments will lead to higher rent payments).
However, we may need to access the capital markets to generate additional funds in an amount sufficient to fund our
business operations, announced investment activities, capital expenditures, debt service and distributions to our
shareholders. We are closely monitoring the equity and debt markets and will seek to access them promptly 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 a number of 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.
We intend to pursue acquisitions and seek other strategic opportunities, which may result in the use of a significant
amount of management resources or significant costs, and we may not fully realize the potential benefits of such
transactions.
We intend to pursue acquisitions and seek other strategic opportunities. Accordingly, we currently are, and expect in the
future to be, engaged in evaluating potential transactions and other strategic alternatives. Although there is uncertainty that
any of these discussions will result in definitive agreements or the completion of any transaction, we may devote a
significant amount of our management resources to such a transaction, which could negatively impact our operations. We
may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether
the transaction is completed. In the event that we consummate an acquisition or strategic alternative in the future, there is
no assurance that we would fully realize the potential benefits of such a transaction. Integration may be difficult and
unpredictable, and acquisition-related integration costs, including certain non-recurring charges, could materially and
adversely affect our results of operations. Moreover, integrating assets and businesses may significantly burden
management and internal resources, including the potential loss or unavailability of key personnel. If we fail to successfully
integrate the assets and businesses we acquire, we may not fully realize the potential benefits we expect, and our operating
results could be adversely affected.
Reports of a potential sale of the business may interfere with our business and harm our results of operations.
Media outlets have recently reported, and may report in the future, that certain unaffiliated third parties are interested in
acquiring us or that we may combine with another company. There can be no assurance that any such transaction will
occur. We generally do not confirm or deny rumors, and we also do not generally announce negotiations or discussions
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until definitive documentation has been executed. Such rumors and any related actions taken by third parties could
adversely affect our business, as responding to such reports and activity can be costly and time-consuming, disruptive to
our operations and divert the attention of management and our employees. Moreover, such reports and activities may create
perceived uncertainties among current and potential customers, employees and other constituencies as to our future
direction, which could result in the loss of business opportunities and make it more difficult to attract and retain qualified
personnel. In addition, any perception of a possible transaction may cause significant fluctuations in our stock price that do
not necessarily reflect the underlying fundamentals and prospects of our business.
We are dependent on the communications industry and may be susceptible to the risks associated with it, which could
materially adversely affect our business, financial position or results of operations.
As the owner, lessor and provider of communications services and distribution systems serving the communications
industry, we are impacted by the risks associated with the communications industry. Therefore, our success is dependent on
the communications industry, which could be adversely affected by economic conditions in general, changes in consumer
trends and preferences, changes in communications technology designed to enhance the efficiency of communications
distribution systems (including lit fiber networks and wireless equipment), and other factors over which we and our tenants
have no control. As we are subject to risks inherent in substantial investments in a single industry, a decrease in the
communications business or development and implementation of any such new technologies would likely have an adverse
effect on our revenues.
Our business is subject to government regulations and changes in current or future laws, regulations or rules could
restrict our ability to operate our business in the manner currently contemplated.
Our business, and that of our tenants, is subject to federal, state and local regulation. In certain jurisdictions these
regulations could be applied or enforced retroactively. Local zoning authorities and community organizations are often
opposed to construction in their communities and these regulations can delay, prevent or increase the cost of new
distribution system construction and modifications, thereby limiting our ability to respond to customer demands and
requirements. Existing regulatory policies may materially and adversely affect the associated timing or cost of such
projects and additional regulations (including, but not limited to, regulations related to public health and safety matters
similar to ones adopted in recent years to prevent the spread of COVID-19, like travel restrictions, stay at home policies,
temporary business closures, social distancing and vaccination requirements) may be adopted which increase delays or
result in additional costs to us, or that prevent such projects in certain locations. These factors could materially and
adversely affect our business, results of operations or financial condition. For more information regarding the regulations
we are subject to, please see the section entitled “Business – Government Regulation, Licensing and Enforcement.”
We have identified a material weakness in our internal control over financial reporting which could, if not remediated,
result in material misstatements in our financial statements.
As further described in Item 9A of this Annual Report, in the course of completing our assessment of internal control over
financial reporting as of December 31, 2023, management identified a material weakness in our internal control over
financial reporting related to controls over the annual goodwill impairment assessment. Specifically, the Company did not
have a sufficient complement of personnel with appropriate technical expertise to perform an effective risk assessment
related to determining the income tax impact of goodwill impairments, resulting in improper design and implementation of
certain control activities in the goodwill and tax process. A “material weakness” is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis. As a result,
management has concluded that, because of this material weakness, our internal control over financial reporting and our
disclosure controls and procedures were not effective as of December 31, 2023. If we fail to complete the remediation of
this material weakness, or after having remediated such material weakness, thereafter fail to maintain the effectiveness of
our internal control over financial reporting or our disclosure controls and procedures, we could be subjected to regulatory
scrutiny, civil or criminal penalties or shareholder litigation, the defense of any of which could cause the diversion of
management’s attention and resources, we could incur significant legal and other expenses, and we could be required to
pay damages to settle such actions if any such actions were not resolved in our favor. Continued or future failure to
maintain effective internal control over financial reporting could also result in financial statements that do not accurately
reflect our financial condition or results of operations. There can be no assurance that we will not conclude in the future
that this material weakness continues to exist or that we will not identify any significant deficiencies or other material
weaknesses that will impair our ability to report our financial condition and results of operations accurately or on a timely
basis.
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Any further impairment of our goodwill would negatively impact our financial condition.
Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. Impairment may
result from significant changes in the manner of use of the acquired assets, negative industry or economic trends and/or any
changes in the key assumptions regarding our fair value. The extent to which the fair value of net assets acquired in
business combinations is ultimately impacted will depend on numerous evolving factors that are presently uncertain and
which we may not be able to predict. Although we assess potential impairment of our goodwill on an annual basis, negative
industry or economic trends and/or any changes in key assumptions regarding our fair value may cause us to perform an
interim analysis of our goodwill and cause us to report an impairment charge in the future, which could have a significant
adverse impact on our reported earnings. At December 31, 2023, we had $157.4 million of goodwill on our consolidated
balance sheet after recognizing a $204.0 million goodwill impairment charge for the Uniti Fiber reporting unit during the
year ended December 31, 2023. For a discussion of our goodwill impairment testing, see Note 3 to our consolidated
financial statements in Part II, Item 8 “Financial Statements and Supplementary Data” and “Critical Accounting Estimates-
Evaluation of Goodwill Impairment” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of this Annual Report on Form 10-K.
We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the
capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses.
The Windstream Leases require, and we expect that additional lease agreements that we enter into will require, that the
tenant maintain comprehensive insurance and hazard insurance or self-insure its insurance obligations. However, there are
certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods that may be
uninsurable or not economically insurable. Insurance coverage may not be sufficient to pay the full current market value or
current replacement cost of a loss. Inflation, changes in ordinances, environmental considerations, and other factors also
might make it infeasible to use insurance proceeds to replace the property after such property has been damaged or
destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic
position with respect to such property.
In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event
may result in loss of revenue for our tenants or us. Any business interruption insurance may not fully compensate them or
us for such loss of revenue. If one of our tenants experiences such a loss, it may be unable to satisfy its payment obligations
to us under its lease with us.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security
failure of that technology could harm our business.
We rely on information technology networks and systems, including the internet, to process, transmit and store electronic
information and to manage or support a variety of our business processes, including financial transactions and maintenance
of records. We rely on commercially available systems, software, tools and monitoring to provide security for processing,
transmitting and storing confidential information. Although we have taken steps to protect the security of the data
maintained in our information systems, it is possible that our security measures will not be able to prevent the systems’
improper functioning, or the improper disclosure of information in the event of cyber-attacks. Physical or electronic break-
ins, computer viruses, attacks by hackers and similar security breaches, can create system disruptions, shutdowns or
unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of
our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory
penalties and could materially and adversely affect us.
Additionally, many of our employees may be working remotely from their homes, which could have the effect of
exacerbating any of the foregoing risks. While we have taken steps to ensure the security of our data and to prevent security
breaches, many of these measures are being deployed for the first time on a widespread and sustained basis, and there is no
guarantee the data security and privacy safeguards we have put in place will be completely effective or that we will not
encounter some of the common risks associated with employees accessing Company data and systems remotely. As a
result, we may be required to expend significant capital and other resources to protect against security breaches or to
alleviate problems caused by security breaches.
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Any failure of our physical infrastructure or services could lead to significant costs and disruptions.
The Company's business depends on providing customers with highly reliable service. The services provided are subject to
failure resulting from numerous factors, including human error, power loss, improper maintenance, physical or electronic
security breaches, fire, earthquake, hurricane, flood and other natural disasters, water damage, the effect of war, terrorism
and any related conflicts or similar events worldwide, and sabotage and vandalism. Problems within our networks or
facilities, whether within our control or the control of third-party providers, could result in service interruptions or
equipment damage. We may not be able to efficiently upgrade or change our networks or facilities to meet new demands
without incurring significant costs that we may not be able to pass on to customers. Given the service guarantees that may
be included in the Company's agreements with customers, such disruptions could result in customer credits; however, we
cannot assume that customers will accept these credits as compensation in the future, and we may face additional liability
or loss of customers.
Unforeseen events could adversely affect our operations, business, and reputation.
We could be negatively impacted by unforeseen events, such as extreme weather events, natural disasters (including as a
result of any potential effects of climate change), acts of vandalism or terrorism, or outbreak of highly infectious or
contagious diseases. For example, the COVID-19 pandemic negatively impacted the global economy, disrupted global
supply chains and created significant volatility and disruption of financial markets, and another pandemic or other
unforeseen event in the future could do the same. Also, there is increasing concern that global climate change is occurring
and could result in increased frequency of certain types of natural disasters and extreme weather events. We cannot predict
with certainty the rate at which climate change is occurring or the potential direct or indirect impacts of climate change to
our business. Any such unforeseen events could, among other things, damage or delay deployment of our communication
infrastructure, interrupt or delay service to our tenants or could result in legal claims or penalties, disruption in operations,
damage to our reputation, negative market perception, or costly response measures, which could adversely affect our
business.
Although our businesses are considered essential, an unforeseen event, such as the COVID-19 pandemic or a future
pandemic, could have material and adverse effects on our ability to successfully operate and on our financial condition,
results of operations and cash flows due to, among other factors: significant disruptions or delays in our operations or
network performance; increases in operating costs, inventory shortages and/or a decrease in productivity; delays in
permitting activities due to the shutdown of local permitting authorities; a deterioration in our ability to operate in affected
areas or delays in the supply of products or services; the impact on our contracts with customers and suppliers, including
potential disputes over force majeure events; adverse impact on the timing of installs in our enterprise and wholesale
customer segments at Uniti Fiber; a general reduction in business and economic activity; difficulty accessing debt and
equity capital on attractive terms, or at all; our access to capital may be restricted; and the potential negative impact on the
health and well-being of our personnel. We have implemented policies and procedures designed to mitigate the risk of
adverse impacts of unforeseen events on our operations, but we may incur additional costs to ensure continuity of business
operations caused by these events, which could adversely affect our financial condition and results of operations. However,
the extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of an unforeseen event and actions taken to contain
it or its impact, among others.
Risks Related to the Status of Uniti as a REIT
If we do not qualify as a REIT, or fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a
regular corporation and could face a substantial tax liability, which could reduce the amount of cash available for
distribution to our stockholders and to service debt.
We operate as a REIT for U.S. federal income tax purposes, as does one of our principal operating subsidiaries. Our
qualification as a REIT will depend on our satisfaction of certain highly technical and complex asset, income,
organizational, distribution, stockholder ownership and other requirements, including at the level of our subsidiary REIT,
on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market
values of our assets, some of which are not susceptible to a precise determination and for which we may not obtain
independent appraisals.
If we or our subsidiary REIT were to fail to qualify as a REIT in any taxable year, unless certain relief provisions apply, we
would be subject to U.S. federal income tax on all of our taxable income at regular corporate rates and dividends paid to
16
our stockholders would not be deductible by us in computing our taxable income. As a result, we would no longer be
required to pay dividends in order to qualify to be taxed as a REIT, and we could decide to reduce the amount of dividends
we pay to our stockholders. Any resulting corporate liability could be substantial and could reduce the amount of cash
available for distribution to our stockholders, which in turn could have an adverse impact on the value of our common
stock and to service debt. Unless we were entitled to relief under certain Code provisions, we also would be disqualified
from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT.
We are subject to the statutory requirements of the locations in which we conduct business, and state and local income
taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of
respective tax laws.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process
and by the IRS and the U.S. Department of the Treasury (“Treasury”). Changes to the tax laws affecting REITs or TRSs,
which may have retroactive application, could adversely affect our stockholders or us. We cannot predict how changes in
the tax laws might affect our stockholders or us. Accordingly, we cannot provide assurance that new legislation, Treasury
regulations, administrative interpretations or court decisions will not significantly affect our ability to remain qualified as a
REIT, the federal income tax consequences of such qualification, the determination of the amount of REIT taxable income
or the amount of tax paid by our TRSs.
We could fail to qualify as a REIT if income we receive from lease transactions, such as income from Windstream
pursuant to the Windstream Leases, is not treated as qualifying income.
Under applicable provisions of the Code, we will not be treated as a REIT unless we satisfy various requirements,
including requirements relating to the sources of our gross income. Rents received or accrued by us from Windstream or
other lessees will not be treated as qualifying rent for purposes of these requirements if the relevant lease is not respected as
a “true lease” for U.S. federal income tax purposes and is instead treated as a service contract, joint venture or some other
type of arrangement. If any of our leases, including the Windstream Leases, are not respected as a true lease for U.S.
federal income tax purposes, we may fail to qualify as a REIT.
REIT distribution requirements could adversely affect our ability to execute our business plan.
We generally must qualify as a REIT and distribute annually at least 90% of our REIT taxable income, determined without
regard to the dividends paid deduction and excluding any net capital gains, for the U.S. federal corporate income tax not to
apply to earnings that we distribute (assuming that certain other requirements are also satisfied). To the extent that we
satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable
income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject
to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4%
nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a
minimum amount specified for REITs under U.S. federal income tax laws. The same rules apply to our REIT subsidiary.
We currently intend to make distributions to our stockholders, and to cause our REIT subsidiary to make distributions, to
comply with the REIT requirements of the Code.
Our FFO is currently generated largely by rents paid under the Windstream Leases. From time to time, we may generate
taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income
and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or
amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on
unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future
acquisitions in order to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the
REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These
alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our
ability to grow, which could adversely affect the value of our common stock and decrease cash available to service debt.
A deterioration in Windstream’s financial condition could adversely affect our ability to continue to qualify as a REIT.
In addition to satisfying the distribution requirement described above in the immediately preceding risk factor, we and our
subsidiary REIT must each satisfy a number of other requirements in order to qualify as a REIT. A deterioration in
17
Windstream’s financial condition could adversely affect our ability to satisfy several of these requirements and thus our
ability to continue to qualify as a REIT.
For example, in order to qualify as a REIT for any year, at the end of each calendar quarter, at least 75% of the value of our
assets must consist of cash, cash items, government securities and “real estate assets” (as defined in the Code), and no more
than 20% of the value of our total assets can be represented by securities (other than qualified real estate assets) of one or
more TRSs. If we fail to comply with either of these requirements at the end of any calendar quarter, we must correct the
failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing
our REIT qualification. These same rules apply to our REIT subsidiary. Our ability to satisfy these requirements depends in
substantial part on the value of the assets that are the subject of the Windstream Leases with Windstream, and any
diminution in the value of such assets, including as a result of any diminution in the implied value of the Windstream
Leases as a result of changes in the financial condition or creditworthiness of Windstream or Windstream’s inability or
unwillingness to meet its rent and other obligations under the Windstream Leases, could adversely affect our ability to
satisfy these requirements at the end of any calendar quarter, and there can be no assurance that we would be able to timely
correct any such failure or otherwise qualify for any statutory relief provision. See “—Risks Related to Our Business—We
are dependent on Windstream Holdings to make payments to us under the Windstream Leases, and an event that materially
and adversely affects Windstream’s business, financial position or results of operations could materially and adversely
affect our business, financial position or results of operations.” In addition, under applicable provisions of the Code, we
will not be treated as a REIT for any year unless we satisfy various requirements, including requirements relating to the
sources of our gross income in such year. These same rules apply to our REIT subsidiary. Our ability to satisfy these gross
income tests depends in substantial part on our receipt of rents paid under the Windstream Leases. Windstream’s inability
or unwillingness to meet its rent and other obligations under the Windstream Leases, or any suspension, delay or other
reduction in the amount of rent that we receive under the Windstream Leases could adversely affect our ability to qualify as
a REIT.
Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our
income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. For
example, we hold some of our assets and conduct certain of our activities through a TRS that is subject to U.S. federal,
state and local corporate-level income taxes as a regular C corporation. In addition, we may incur a 100% excise tax on
transactions with a TRS if they are not conducted on an arm’s-length basis. Any of these taxes could decrease cash
available for distribution to our stockholders and servicing our debt.
Complying with the REIT requirements may cause us to forego otherwise attractive acquisition opportunities.
To qualify as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least
75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the
Code). The remainder of our investments (other than government securities, qualified real estate assets and securities issued
by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10%
of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of
our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of
the securities of any one issuer, no more than 20% of the value of our total assets can be represented by securities (other
than qualified real estate assets) of one or more TRSs, and no more than 25% of the value of our total assets can be
represented by nonqualified publicly offered REIT debt instruments (as defined in the Code). If we fail to comply with
these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the
calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering
adverse tax consequences. As a result of such asset limitations, we may be required to forego otherwise attractive
investments. These actions could have the effect of reducing our income and amounts available for distribution to our
stockholders and servicing our debt.
Risks Related to Our Common Stock
We cannot guarantee our ability to pay dividends in the future, and we could elect to pay dividends substantially in the
form of additional shares of our common stock.
To qualify as a REIT, our annual dividend must not be less than 90% of our REIT taxable income on an annual basis,
determined without regard to the dividends paid deduction and excluding any net capital gains. Our ability to pay dividends
18
may be adversely affected by a number of factors, including the risk factors herein. Dividends will be authorized by our
board of directors and declared by us based upon a number of factors, including actual results of operations, restrictions
under Maryland law or applicable debt covenants, our financial condition, our taxable income, the annual distribution
requirements under the REIT provisions of the Code, our operating expenses and other factors our directors deem relevant.
We cannot ensure that we will achieve investment results that will allow us to make a specified level of cash dividends or
year-to-year increases in cash dividends in the future. Accordingly, because we are required to make distributions in certain
amounts to our shareholders in order to maintain our REIT status and avoid incurring entity-level income and excise tax,
we may elect to pay one or more dividends to our shareholders substantially in the form of additional shares of common
stock. If we do so, the common stock that we distribute would be taxable dividend income to our shareholders, in whole or
in part, based on the fair market value of our common stock at the time the dividend is paid.
Furthermore, while we are required to pay dividends in order to maintain our REIT status, we may elect not to maintain our
REIT status, in which case we would no longer be required to pay such dividends. Moreover, even if we do maintain our
REIT status, after completing various procedural steps, we may elect to comply with the applicable distribution
requirements by distributing, under certain circumstances, shares of our common stock in lieu of cash, which may result in
holders of our common stock incurring tax liability without the receipt of a corresponding amount of cash. If we elect not
to maintain our REIT status or to satisfy any required distributions in shares of common stock in lieu of cash, such action
could negatively affect our business and financial condition as well as the market price of our common stock. No assurance
can be given that we will pay any dividends on shares of our common stock in the future.
The market price and trading volume of our common stock may fluctuate widely.
We cannot predict the prices at which our common stock may trade. The market price of our common stock has fluctuated
significantly since February 15, 2019 and may continue to fluctuate significantly, depending upon many factors, some of
which may be beyond our control.
Our charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying,
deferring or preventing a transaction or change of control of our company.
In order for us to qualify as a REIT, not more than 50% in value of our outstanding shares of stock may be owned,
beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year after the first
year for which we elect to be taxed and qualify as a REIT. Additionally, at least 100 persons must beneficially own our
stock during at least 335 days of a taxable year (other than the first taxable year for which we elect to be taxed and qualify
as a REIT). Our charter, with certain exceptions, authorizes our board of directors to take such actions as are necessary or
advisable to preserve our qualification as a REIT. Our charter also provides that, unless exempted by the board of directors,
no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our
common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock.
The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group
of related individuals or entities to be constructively owned by one individual or entity. These ownership limits could delay
or prevent a transaction or a change in control of us that might involve a premium price for shares of our stock or otherwise
be in the best interests of our stockholders.
Item 1B. Unresolved Staff Comments.
None
Item 1C. Cybersecurity
Risk Management and Strategy
The Company has established an information security program to assess, identify and manage material risks from
cybersecurity threats, which is an integral part of the Company's overall enterprise risk management program. This
program is established at the executive level, with regular reporting to, and oversight by, the Company’s Board as
described below.
As part of the Company’s information security program, the Company maintains written policies and procedures, such as
the Information Security Policy and Company’s Incident Response Plan, which identify how cybersecurity measures and
controls are developed, implemented, and regularly reviewed and updated. The Company’s Information Security Policy
19
identifies security controls, appropriate use, and user responsibilities for the organization that are in place to identify and
manage the risk of a cybersecurity incident.
The Company has implemented a set of controls to manage information risk, utilizing controls from multiple security
frameworks, specifically ISO 27001, and the Payment Card Industry Data Security Standard (PCI-DSS). The Company
also conducts various internal and external information risk assessments each year, which are based on nationally accepted
standards, including annual compliance required assessments, such as PCI and SOX audits, as well as ad-hoc assessments
driven by emerging risks, changes in the Company’s environment, or benchmark/roadmap needs. Risks identified in such
assessments are considered for inclusion in the Company’s risk portfolio and are then prioritized and addressed as needed
through the Company’s broader information security programs and policies. The risk assessment along with risk-based
analysis and judgment are used to select security controls to address risks. During this process, the following factors,
among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes,
feasibility and cost of controls, and impact of controls on operations and others. Specific controls that are used to some
extent include endpoint threat detection and response (EDR), identity and access management (IAM), privileged access
management (PAM), logging and monitoring involving the use of security information and event management (SIEM),
multi-factor authentication (MFA), firewalls and intrusion detection and prevention, encryption, and vulnerability and
patch management.
Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial
condition to date, we continue to closely monitor cyber risk. To protect its information and cyber assets, the Company
conducts appropriate cybersecurity exercises and training. For example, employees must complete cybersecurity training at
least annually, which educates our employees on the Company’s policies and procedures for incident reporting, and
avoiding common cybersecurity threats such as phishing attacks.
Additionally, the Company leverages third-party security firms in different capacities to implement or operate various
aspects of the Company’s information security program, including to conduct risk assessments, vulnerability scans, and
penetration testing based on nationally accepted standards. The Company uses a variety of processes to address
cybersecurity threats related to the use of third-party technology and services, such as requiring an independent assessment
of the third party’s information security controls where appropriate. As part of the Company’s process to continuously
improve its information security programs, the Company also engages third-party subject matter experts to assess and
evaluate the effectiveness of various aspects of the Company’s information security program.
The Company (or the third parties on which it relies) may not be able to fully, continuously, and effectively implement
security controls as intended. We utilize a risk-based approach and judgment to determine the security controls to
implement and it is possible we may not implement appropriate controls if we do not recognize or underestimate a
particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully
eliminate risks and events, when detected by security tools or third parties, may not always be immediately understood or
acted upon.
Board Governance and Management
Cybersecurity risk is managed as an enterprise risk in the Company’s enterprise risk management process. At the highest
level, the Company’s program includes multi-layered governance by management, the Audit Committee and the Board of
Directors.
Ultimate responsibility for risk oversight and management generally lies with the Company’s Board. To effectively manage
oversight of our cybersecurity risk management practices, the Board has delegated such responsibility to the Company’s
Audit Committee. The Company’s Chief Information Officer (“CIO”) and the information security team provide reports to
either the Audit Committee or the full Board on a quarterly basis on various matters, including current and emerging
cybersecurity risks to the Company, internal and external assessments of the Company’s information security program, and
a roadmap of projects to manage its information security posture. In the event of any significant cybersecurity incidents, the
Company’s Incident Response Plan outlines the process to escalate communications to the Audit Committee and/or the full
Board in the event of any significant cybersecurity incidents between the quarterly updates on an ad hoc basis.
At the executive and management level, the CIO has primary responsibility for the development, operation, and
maintenance of the Company’s information security program. The CIO has 19 years of experience in technology risk
management, 11 of which have been with the Company (or its affiliates), and has passed examinations and received
certifications as a SANS Global Information Security Leader and a Certified Information Systems Auditor. In addition to
the CIO, the Company’s information security team under the direction of the CIO, implements and provides governance
and functional oversight for cybersecurity controls and services. Information security processes include escalation of
certain risks and incidents to the CIO and the executive team, with monthly scorecard and quarterly dashboards also used to
update the risk landscape.
20
Overall, the Company has implemented tactical processes for assessing, identifying, and managing material risks from
cybersecurity threats to the company including governance at the Board level and accountability in our executive
management for the execution of the Company’s cyber risk management strategy and the controls designed to protect its
operations. In addition, we maintain cyber insurance that is designed to protect us against certain losses related to cyber
risks, and we believe the amount and scope of this insurance are customary for similarly situated companies in the
telecommunications industry. See ITEM 1A. RISK FACTORS for additional information regarding the Company’s
cybersecurity risks. Those sections of Item 1A should be read in conjunction with this Item 1C.
Item 2. Properties.
Uniti and its subsidiaries own or lease approximately 140,000 fiber network route miles, representing approximately 8.5
million fiber strand miles, approximately 231,000 route miles of copper cable lines, wireless communication towers,
central office land and buildings across 44 states and beneficial rights to permits, pole agreements and easements.
Leasing Segment
Uniti Leasing’s network properties include its fiber route miles and copper route miles. Below is a geographic distribution
summary as of December 31, 2023:
Location
Fiber Route
Miles
Copper Route
Miles
Total Route
Miles
TX
GA
KY
IA
OH
NC
AR
IL
FL
OK
IN
MI
WI
CA
MO
NM
NY
AL
PA
TN
VA
CO
LA
Other(1)
Total
(1) Includes 21 states.
13,700
13,500
13,100
9,400
6,000
5,800
5,300
3,600
3,300
2,500
2,100
2,100
2,100
1,800
1,800
1,700
1,400
1,300
1,300
1,300
1,100
1,000
1,000
39,100
45,000
32,700
31,600
10,700
18,000
13,400
—
8,300
12,200
—
—
—
—
10,800
5,200
—
2,400
—
—
—
—
—
52,800
58,500
45,800
41,000
16,700
23,800
18,700
3,600
11,600
14,700
2,100
2,100
2,100
1,800
12,600
6,900
1,400
3,700
1,300
1,300
1,100
1,000
1,000
6,600
102,800
1,500
230,900
8,100
333,700
21
Fiber Segment
Uniti Fiber’s network properties include its fiber route miles and wireless communications towers. Below is a geographic
distribution summary of approximate fiber route miles and wireless communications towers as of December 31, 2023:
Location
FL
LA
GA
AL
MS
VA
NY
TX
Other(1)
Total
(1) Includes 13 states.
Location
LA
AR
Other(1)
Total
(1) Includes 3 states.
Item 3. Legal Proceedings.
Fiber Route
Miles
9,500
6,700
6,200
5,400
3,200
1,600
1,500
1,300
2,100
37,500
Towers
15
6
4
25
A description of legal proceedings can be found in Note 17 - Commitments and Contingencies to our consolidated financial
statements in Part II, Item 8 “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K and is
incorporated by reference into this Item 3.
Item 4. Mine Safety Disclosures.
None
22
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
PART II
Market Information
Our common stock is traded on the NASDAQ Global Select Market under the symbol “UNIT.”
Holders
As of February 22, 2024, the closing price of our common stock was $5.66 per share as reported on the NASDAQ Global
Select Market. As of February 22, 2024, we had 238,751,855 outstanding shares of common stock, and there were
approximately 15,883 registered holders of record of Uniti’s common stock. A substantially greater number of holders of
Uniti common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other
financial institutions.
Dividends (Distributions)
Distributions with respect to our common stock are characterized for federal income tax purposes as taxable ordinary
dividends, capital gains dividends, non-dividend distributions or a combination thereof. It has been our policy to declare
dividends to common shareholders so as to comply with the provisions of the Internal Revenue Code governing REITs.
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.
As a result, we may be required to record a provision in our Consolidated Financial Statements for U.S. federal income
taxes related to the activities of the REIT and its pass-through subsidiaries for any undistributed income. We are subject to
the statutory requirements of the locations in which we conduct business, and state and local income taxes are accrued as
deemed required in the best judgment of management based on analysis and interpretation of respective tax laws.
Stock Performance
The following graph shows a comparison from December 31, 2018 through December 31, 2023 on the NASDAQ Global
Select Market of the cumulative total return for our common stock, the Standard & Poor's 400 Stock Index (S&P 400
Index), and the MSCI US REIT Index. The graph assumes that $100 was invested at the market open on December 31,
23
2018 and that all dividends were reinvested in the common stock of Uniti, the S&P 400 Index and the MSCI US REIT
Index. The stock price performance of the following graph is not necessarily indicative of future stock price performance.
Comparison of Annual Cumulative Total Return
Assumes Initial Investment of $100
$200.00
$180.00
$160.00
$140.00
$120.00
$100.00
$80.00
$60.00
$40.00
$20.00
$0.00
12/31/2018
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
Uniti Group Inc.
S&P 400 Index
MSCI US REIT Index
Cumulative Total Stockholder Returns
Based on Investment of $100.00 Beginning on December 31, 2018
12/31/2018
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
Uniti Group Inc.
$
100.00 $
55.06 $
84.44 $
106.09 $
44.81 $
100.00
126.20
143.44
178.95
155.58
53.43
181.15
100.00
125.89
116.36
166.46
125.66
142.93
S&P 400 Index
MSCI US REIT
Index
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
24
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 5.
Period
October 1, 2023 to October 31, 2023
November 1, 2023 to November 30, 2023
December 1, 2023 to December 31, 2023
Total
Total Number of
Shares
Purchased
Average Price
Paid per Share(1)
124 $
670
12,235
13,029 $
4.56
4.74
5.49
5.44
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
—
—
—
—
—
—
—
—
(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 6. [Reserved]
Item 7. 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, as well as our critical
accounting estimates.
This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions
of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Annual Report on Form
10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part
II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and
Exchange Commission on February 28, 2023, as amended by Amendment No. 1 thereto filed on Form 10-K/A with the
SEC on March 29, 2023.
Overview
Company Description
Uniti is an independent, internally managed REIT engaged in the acquisition and construction 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. (“Windstream
Holdings” and 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 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
25
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.
The Company operates through a customary up-REIT structure, pursuant to which we hold substantially all of our assets
through the Operating Partnership that we control as general partner. This 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 December 31, 2023, we are the sole general partner of the Operating Partnership
and own approximately 99.96% of the partnership interests in the Operating Partnership. In addition, we have undertaken a
series of transactions to permit us to hold certain assets indirectly through subsidiaries that are taxed as REITs, which may
also facilitate future acquisition opportunities.
We aim to grow and diversify our portfolio and tenant base by pursuing a range of transaction structures with
communication service providers, including (i) sale-leaseback transactions, whereby we acquire existing infrastructure
assets from third parties, including communication service providers, and lease them back on a long-term triple-net basis;
(ii) leasing of dark fiber and selling of lit services on our existing fiber network assets that we either constructed or
acquired; (iii) whole company acquisitions, which may include the use of one or more TRSs that are permitted under the
tax laws to acquire and operate non-REIT businesses and assets subject to certain limitations; (iv) capital investment
financing, whereby we offer communication service providers a cost efficient method of raising funds for discrete capital
investments to upgrade or expand their network; and (v) mergers and acquisitions financing, whereby we facilitate mergers
and acquisition transactions as a capital partner, including through operating company-property company (“OpCo-
PropCo”) structures.
Segments
We manage our operations as two reportable business segments, in addition to our corporate operations:
Leasing Segment (Uniti Leasing): Represents the results from our leasing business, Uniti Leasing, 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 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.
Fiber Segment (Uniti Fiber): Represents the operations of our fiber business, Uniti Fiber, 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
acquisition, pursuit, transaction and integration related costs (including unsuccessful acquisition pursuit 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, executive 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 16 to our consolidated financial
statements contained in Part II, Item 8 “Financial Statements and Supplementary Data.”
26
Significant Business Developments
Asset-Backed Securities Facility
On February 23, 2024, Uniti Fiber Bridge Borrower LLC (the “ABS Borrower”), Uniti Fiber Bridge HoldCo LLC and
Uniti Fiber GulfCo LLC (together, the “ABS Loan Parties”), each an indirect subsidiary of the Company, entered into a
bridge loan and security agreement, dated as of February 23, 2024 (the “ABS Loan Agreement”) by and among the ABS
Loan Parties, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank and
verification agent, Barclays Bank PLC, as facility agent, and the lenders identified therein.
The ABS Loan Agreement provides for a secured, multi-draw term loan facility of up to $350 million (the “ABS Loan
Facility”). Unless otherwise terminated pursuant to the terms of the ABS Loan Agreement, the ABS Loan Facility matures
on the date that is 18 months from the initial draw thereunder (the “Closing Date”). The Company intends to refinance the
ABS Loan Facility in full with proceeds from a long-term ABS facility secured primarily by certain Uniti Fiber network
assets.
Amounts outstanding under the ABS Loan Facility will bear interest at a floating rate equal to, at the Company’s option,
either (i) the one-month or three-month Secured Overnight Financing Rate (“SOFR”), plus a spread of 3.75% per annum or
(ii) Base Rate (as defined in the ABS Loan Agreement), plus a spread of 2.75% per annum; provided that the spread will
automatically increase to (a) 4.50% per annum in the case of loans bearing interest based on SOFR and 3.50% per annum
in the case of loans bearing interest based on Base Rate, in each case to the extent outstanding on and after the date that is
12 months following the Closing Date and (b) 5.25% per annum in the case of loans bearing interest based on SOFR and
4.25% per annum in the case of loans bearing interest based on Base Rate, in each case to the extent outstanding on and
after the date that is 15 months following the Closing Date. The Company intends to cap SOFR interest expense for the
duration of the ABS Loan Facility pursuant to an interest rate protection agreement.
In connection with the ABS Loan Facility, the Company formed Uniti Fiber ABS Parent LLC, an indirect subsidiary that
qualifies as a bankruptcy-remote special purpose entity (“ABS Parent”), and directed the formation of the ABS Loan
Parties, which are direct and indirect subsidiaries of ABS Parent. Each of the ABS Loan Parties is a Delaware limited
liability company and a special purpose, bankruptcy-remote, indirect subsidiary of the Company. The ABS Loan Facility is
secured by equity in the ABS Borrower and substantially all of the assets of the ABS Loan Parties (subject to certain
customary limited exceptions) and is non-recourse to the Company. Each of the ABS Loan Parties and ABS Parent was
designated as an unrestricted subsidiary under the Credit Agreement (as defined herein) and the applicable indentures
governing the Company’s outstanding senior notes. The assets of the ABS Loan Parties will only be available for payment
of the obligations arising under the ABS Loan Agreement and will not be available to pay any obligations or claims of the
Company’s other creditors.
In connection with the initial funding under the ABS Loan Facility on the Closing Date, the Company will, directly or
indirectly, (i) transfer certain Uniti Fiber non-regulated and interstate customer contracts and related equipment to the ABS
Loan Parties and (ii) grant an indefeasible right of use in the related fiber network assets to such ABS Loan Parties. In
addition, certain of the ABS Loan Parties will enter into a management agreement (the “Management Agreement”) with
Uniti Fiber Holdings Inc. (the “Manager”), pursuant to which the Manager will be responsible for servicing and
administering the assets securing the ABS Loan Facility and be permitted to make reimbursable servicing advances in
respect of the collateral securing the ABS Loan Facility under certain circumstances.
The ABS Loan Agreement contains customary covenants limiting the ability of the ABS Loan Parties to: incur or guarantee
additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments
or other restricted payments; sell fiber network assets; enter into transactions with affiliates; and create restrictions on the
ability of the ABS Loan Parties to incur liens on their assets constituting collateral to secure obligations under the ABS
Loan Agreement. These covenants are subject to a number of limitations, qualifications and exceptions. The ABS Loan
Agreement also contains a maximum leverage financial maintenance covenant and customary events of default.
CableSouth
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 "Transaction"). The Transaction closed on January 31, 2024. See
27
Notes 7 and 24 to our consolidated financial statements contained in Part II, Item 8 “Financial Statements and
Supplementary Data”.
Sale of BB Fiber Holdings Interest
On December 21, 2023, the Company completed the sale of its investment in BB Fiber Holdings LLC to MIP IV MidWest
Fiber Parent LLC, our partner in the investment, for total cash consideration of $40.0 million. As a result of the transaction,
during the fourth quarter of 2023 we recorded a pre-tax gain of $2.6 million within other expense (income), net and $0.2
million of income tax expense within our Consolidated Statements of (Loss) Income.
Secured Notes Offering
On February 14, 2023, the Operating Partnership, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL
Capital, LLC (collectively the "Issuers") issued $2.6 billion aggregate principal amount of the 10.50% Secured Notes due
February 2028 (the "February 2028 Secured Notes"). The Issuers used the net proceeds from the offering to fund the
redemption in full of the Issuers’ outstanding 7.875% senior secured notes due 2025 (the "2025 Secured Notes"), to repay
outstanding borrowings under the Revolving Credit Facility and to pay any related premiums, fees and expenses in
connection with the foregoing. During the year ended December 31, 2023, we recognized a $32.3 million loss on the
extinguishment of the 2025 Secured Notes within interest expense, net on the Consolidated Statements of (Loss) Income,
which included $10.3 million of non-cash interest expense for the write off of the unamortized discount and deferred
financing costs and $22.0 million of cash interest expense for the redemption premium.
The February 2028 Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured
basis by the Company and on a senior secured basis by each of the Operating Partnership’s existing and future domestic
restricted subsidiaries (other than the Issuers) that guarantees indebtedness under the Company’s senior secured credit
facilities and existing secured notes.
Exchangeable Notes
On March 21, 2023, the Company repurchased approximately $15.0 million aggregate principal amount of the 4.00%
exchangeable senior notes due 2024 (the “Exchangeable Notes") for total cash consideration of $13.7 million. During the
year ended December 31, 2023, we recorded a $1.1 million gain on extinguishment of debt, net within interest expense on
our Consolidated Statements of (Loss) Income, which included $0.1 million of non-cash interest expense for the write off
of the unamortized discount and deferred financing costs.
Amendments to Credit Agreement
On March 24, 2023, we entered into an amendment (the "Eighth Amendment") to our Credit Agreement (as defined
below). Pursuant to the Eighth Amendment, commitments from existing lenders under the Credit Agreement's Revolving
Credit Facility (as defined below) have been extended to September 24, 2027. The Eighth Amendment also transitioned the
Revolving Credit Facility from LIBOR to Term SOFR, and in connection with that change, set the credit spread adjustment
to ten basis points for all interest periods.
28
Comparison of the years ended December 31, 2023 and 2022
The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the
periods indicated:
(Thousands)
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 and
amortization)
Goodwill impairment
Transaction related and other costs
Gain on sale of real estate
Gain on sale of operations
Other expense (income), net
Total costs and expenses
Year Ended
December 31,
2023
% of
Revenues
Year Ended
December 31,
2022
% of
Revenues
$
845,925
65,903
911,828
6,847
231,156
238,003
73.6%
5.7%
79.3%
0.6%
20.1%
20.7%
$
822,867
69,547
892,414
4,590
231,843
236,433
72.9%
6.2%
79.3%
0.4%
20.5%
20.9%
1,149,831
100.0%
1,128,847
100.0%
512,349
310,528
102,732
144,276
203,998
12,611
(2,164)
—
18,386
44.6%
27.0%
8.9%
12.6%
17.7%
1.1%
(0.2%)
0.0%
1.6%
376,832
292,788
100,992
143,131
240,500
10,340
(433)
(176)
(7,269)
1,302,716
113.3%
1,156,705
Loss before income taxes and equity in earnings
from unconsolidated entities
(152,885)
(13.3%)
Income tax benefit
Equity in earnings from unconsolidated entities
Net loss
Net (loss) income attributable to noncontrolling
interests
Net loss attributable to shareholders
Participating securities' share in earnings
Dividends declared on convertible preferred stock
(68,474)
(2,662)
(81,749)
(36)
(81,713)
(1,207)
(20)
Net loss attributable to common shareholders
$
(82,940)
(6.0%)
(0.3%)
(7.1%)
0.0%
(7.1%)
(0.1%)
0.0%
(7.2%)
(27,858)
(17,365)
(2,371)
(8,122)
153
(8,275)
(1,135)
(20)
$
(9,430)
33.4%
25.9%
8.9%
12.7%
21.3%
0.9%
0.0%
0.0%
(0.6%)
102.5%
(2.4%)
(1.5%)
(0.2%)
(0.7%)
0.0%
(0.7%)
(0.1%)
0.0%
(0.8%)
The following table sets forth revenues, Adjusted EBITDA and net loss of our reportable segments for the years ended
December 31, 2023 and 2022:
29
Year Ended December 31, 2023
Uniti Leasing
Uniti Fiber
Corporate
Total of
Reportable
Segments
$
852,772 $
297,059 $
— $ 1,149,831
$
829,557 $
115,723 $
(21,778) $
923,502
Depreciation and amortization
178,872
131,600
56
(Thousands)
Revenues
Adjusted EBITDA
Less:
Interest expense, net
Other, net
Transaction related and other costs
Gain on sale of real estate
Goodwill impairment
Stock-based compensation
Income tax benefit
Adjustments for equity in earnings from unconsolidated
entities
Net loss
(Thousands)
Revenues
Adjusted EBITDA
Less:
Interest expense, net
Year Ended December 31, 2022
Uniti Leasing
Uniti Fiber
Corporate
$
827,457 $
301,390 $
— $ 1,128,847
$
806,027 $
125,361 $
(25,492) $
905,896
Depreciation and amortization
172,007
120,666
115
Other, net
Transaction related and other costs
Gain on sale of operations
Gain on sale of real estate
Goodwill impairment
Stock-based compensation
Income tax benefit
Adjustments for equity in earnings from unconsolidated
entities
Net loss
30
512,349
310,528
20,893
12,611
(2,164)
203,998
12,491
(68,474)
3,019
$
(81,749)
Total of
Reportable
Segments
376,832
292,788
(4,790)
10,340
(176)
(433)
240,500
12,751
(17,365)
3,571
$
(8,122)
Operating metrics:
Uniti Leasing:
Fiber strand miles
Copper route miles
Uniti Fiber:
Fiber strand miles
Customer connections
Revenues
Operating Metrics
As of December 31,
2023
2022
% Increase /
(Decrease)
5,510,000
5,175,000
231,000
230,000
2,960,000
2,860,000
28,599
28,137
6.5%
0.4%
3.5%
1.6%
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 is $672.2 million, and is subject to annual escalation at a rate of 0.5%. 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%. For a description of the Windstream Leases, see Part II, Item 7 Management’s Discussion and
Analysis of Financial Condition and Results of Operations in “Liquidity and Capital Resources—Windstream Leases.”
(Thousands)
Uniti Leasing revenues:
Windstream Leases:
Cash revenue
Cash rent
GCI revenue
Total cash revenue
Non-cash revenue
TCI revenue
GCI revenue
Other straight-line revenue
Total non-cash revenue
Total Windstream revenue
Other services
Year Ended December 31,
2023
2022
Amount
% of Segment
Revenues
Amount
% of Segment
Revenues
$ 672,235
78.8 % $ 668,890
32,003
704,238
46,967
16,319
6,722
70,008
774,246
78,526
3.8 %
13,981
82.6 %
682,871
5.5 %
1.9 %
0.8 %
8.2 %
43,199
14,615
10,091
67,905
90.8 %
750,776
9.2 %
76,681
80.8 %
1.7 %
82.5 %
5.2 %
1.8 %
1.2 %
8.2 %
90.7 %
9.3 %
Total Uniti Leasing revenues
$ 852,772
100.0 % $ 827,457
100.0%
The increase in tenant funded capital improvements ("TCIs") revenue is attributable to continued investment by
Windstream. Windstream invested $167.8 million in TCIs during the year ended December 31, 2023, offset by the Growth
Capital Improvement reimbursements of capital improvements that were completed in 2022 that, as allowed under the
Windstream Leases, were previously classified as TCIs of $35.1 million. The total amount invested in TCIs by Windstream
since the inception of the Windstream Leases (including the Master Lease) was $1.2 billion as of December 31, 2023 and
$1.1 billion as of December 31, 2022.
31
The increase in GCI revenue is attributable to continued reimbursement by Uniti. Uniti reimbursed $250.0 million in
Growth Capital Improvements during the year ended December 31, 2023. Subsequent to December 31, 2023, Windstream
requested and we reimbursed $79.6 million of qualifying Growth Capital Improvements. As of the date of this Annual
Report on Form 10-K, we have reimbursed a total of $873.8 million of Growth Capital Improvements.
For the year ended December 31, 2023, we recognized $78.5 million of revenues from other services including non-
Windstream triple-net leasing and dark fiber indefeasible rights of use (“IRU”) arrangements, compared to $76.7 million
for the year ended December 31, 2022. The increase is primarily driven by revenues from new customer arrangements.
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 maintain our status as a REIT and service debt if Windstream were to become unable to
generate sufficient cash to make payments to us.
Under the terms of the Windstream Leases, Windstream is required to provide us audited financial statements as of and for
the year ended December 31, 2023 (the “2023 Financial Statements”) no later than 90-days after its fiscal year-end. After
receipt of the 2023 Financial Statements, Uniti expects to file a Form 10-K/A to include the 2023 Financial Statements in
our annual report. As of the date of this Annual Report on Form 10-K, Windstream is current on all lease payments
required under the Windstream Leases.
Uniti Fiber – Revenue components for the Uniti Fiber segment for the years ended December 31, 2023 and 2022 consisted
of the following:
(Thousands)
Uniti Fiber revenues:
Lit backhaul services
Enterprise and wholesale
E-Rate and government
Dark fiber and small cells
Other services
Year Ended December 31,
2023
2022
$
Amount
74,538
97,834
55,682
65,903
3,102
% of
Segment
Revenues
25.1%
32.9%
18.8%
22.2%
1.0%
$
Amount
78,977
85,820
64,219
69,547
2,827
% of
Segment
Revenues
26.2%
28.5%
21.3%
23.1%
0.9%
Total Uniti Fiber revenues
$
297,059
100.0%
$
301,390
100.0%
For the years ended December 31, 2023 and 2022, we recognized $297.1 million and $301.4 million of revenue,
respectively, in our Uniti Fiber segment. The decrease in revenues of $4.3 million is primarily due to a decrease in E-rate
and government revenues of $8.5 million driven primarily by a decrease in equipment and installation sales, lit backhaul
services revenues of $4.4 million driven primarily by decreased one-time unsplicing and cancellation fees and $3.6 million
of dark fiber and small cells revenue related to one-time early termination and cancellation revenues, partially offset by an
increase in Enterprise and wholesale revenues of $12.0 million driven primarily by increased internet services.
32
Interest Expense, net
(Thousands)
Interest expense, net:
Cash:
Senior secured notes
Senior unsecured notes
Senior secured revolving credit facility - variable rate
Interest rate swap termination
Other
Total cash interest
Non-cash:
Amortization of deferred financing costs and debt discount
Accretion of settlement payable
Write off of deferred financing costs and debt discount
Pre-tax gain on extinguishment of debt
Capitalized interest
Total non-cash interest
Total interest expense, net
Year Ended December 31,
2023
2022
Increase /
(Decrease)
$
318,244 $
204,263 $
113,981
142,188
14,077
—
983
128,749
13,868
9,243
2,013
13,439
209
(9,243)
(1,030)
475,492
358,136
117,356
18,498
10,506
10,412
(1,269)
(1,290)
36,857
18,147
11,714
2,330
(13,084)
(411)
18,696
351
(1,208)
8,082
11,815
(879)
18,161
$
512,349 $
376,832 $
135,517
Interest expense for the year ended December 31, 2023 increased $135.5 million compared to the year ended December 31,
2022. The increase in cash interest expense of $117.4 million is primarily due to higher interest on our secured and
unsecured notes, as a result of the refinancing activities which occurred during 2022 and 2023, of $127.4 million, partially
offset by a $9.2 million decrease in interest rate swap termination interest which ceased October 2022. Non-cash interest
expense increased by $18.2 million, primarily due to the $8.1 million increase in write off of unamortized discount and
deferred financing costs, primarily associated with the 2025 Secured Notes (as defined below) during the year ended
December 31, 2023, and a decrease in the gain recognized on the partial extinguishment of the Exchangeable Notes (as
defined below) of $11.8 million.
33
Depreciation and Amortization Expense
We incur depreciation and amortization expense related to our property, plant and equipment, corporate assets and
intangible assets. Depreciation and amortization expense for our reportable segments for the years ended December 31,
2023 and 2022 consisted of the following:
(Thousands)
Depreciation and amortization expense by segment:
Depreciation expense
Uniti Leasing
Uniti Fiber
Corporate
Total depreciation expense
Amortization expense
Uniti Leasing
Uniti Fiber
Total amortization expense
Year Ended December 31,
2023
2022
Increase /
(Decrease)
$
171,955 $
165,090 $
108,786
56
280,797
6,917
22,814
29,731
97,800
115
263,005
6,917
22,866
29,783
6,865
10,986
(59)
17,792
—
(52)
(52)
Total depreciation and amortization expense
$
310,528 $
292,788 $
17,740
Uniti Leasing – Depreciation expense increased $6.9 million for the year ended December 31, 2023 as compared to the
year ended December 31, 2022. The increase is primarily attributable to asset additions since December 31, 2022.
Uniti Fiber – Depreciation expense increased $11.0 million for the year ended December 31, 2023 as compared to the year
ended December 31, 2022. The increase is primarily attributable to asset additions since December 31, 2022.
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 the administrative activities of our segments.
(Thousands)
General and administrative expense by segment:
Amount
Year Ended December 31,
2023
2022
% of
Consolidated
Revenues
Amount
% of
Consolidated
Revenues
Uniti Leasing
Uniti Fiber
Corporate
$
11,597
62,033
29,102
Total general and administrative expenses
$
102,732
1.0%
5.4%
2.5%
8.9%
$
12,792
54,695
33,505
$
100,992
1.1%
4.8%
3.0%
8.9%
Uniti Leasing – General and administrative expense decreased $1.2 million for the year ended December 31, 2023 as
compared to the year ended December 31, 2022. The decrease is primarily attributable to a decrease in personnel expenses
of $1.6 million, partially offset by an increase in insurance costs of $0.5 million.
Uniti Fiber – General and administrative expense increased $7.3 million for the year ended December 31, 2023 as
compared to the year ended December 31, 2022. The increase is primarily attributable to an increase in personnel expense
of $3.6 million, insurance expense of $1.3 million and regulatory expense, driven predominantly by universal service fees
of $0.9 million.
34
Corporate – Corporate general and administrative expense decreased $4.4 million for the year ended December 31, 2023 as
compared to the year ended December 31, 2022. The decrease is primarily attributable to a decrease in legal fees,
professional fees, and insurance expense of $6.2 million, partially offset by an increase in personnel expense of $1.8
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.
(Thousands)
Operating expense by segment:
Uniti Leasing
Uniti Fiber
Total operating expenses
Year Ended December 31,
2023
2022
Amount
% of
Consolidated
Revenues
Amount
% of
Consolidated
Revenues
$
$
22,377
121,899
144,276
1.9%
10.6%
12.5%
$
$
19,232
123,899
143,131
1.7%
11.0%
12.7%
Uniti Leasing – Operating expense increased $3.1 million for the year ended December 31, 2023 as compared to the year
ended December 31, 2022. The increase is primarily attributable to a $3.9 million increase in leased asset cost resulting
from customer growth, partially offset by a decrease in personnel expense of $0.8 million.
Uniti Fiber – Operating expense decreased $2.0 million for the year ended December 31, 2023 as compared to the year
ended December 31, 2022. The decrease is primarily attributable to decreased non-recurring equipment and installation
expenses of $5.1 million, unsplicing expenses of $1.6 million, early termination fees of $1.5 million, and personnel
expense of $1.4 million, partially offset by increased maintenance and repairs expense of $5.9 million and one-time
construction costs of $1.2 million.
Goodwill Impairment
As a result of macroeconomic and financial market factors, specifically increased interest rates impacting our discount rate,
we concluded that it was more likely than not that the fair value of the Uniti Fiber segment, estimated using a combination
of the income approach and market approach, is less than its carrying amount. Accordingly, we recorded a $204.0 million
($151.9 million net of tax) goodwill impairment in Uniti Fiber segment during the year ended December 31, 2023 as
compared to a $240.5 million ($223.9 million net of tax) goodwill impairment in the Uniti Fiber segment during the year
ended December 31, 2022. For additional information on this goodwill impairment see “Critical Accounting Estimate –
Goodwill” below and Note 3 of notes to our consolidated financial statements contained in Part II, Item 8 "Financial
Statements and Supplementary Data."
Transaction Related and Other Costs
Transaction related costs include acquisition pursuit, transaction and integration costs, including unsuccessful acquisition
pursuit costs. For the year ended December 31, 2023, we incurred $12.6 million of transaction related and other costs,
compared to $10.3 million of such costs during the year ended December 31, 2022.
Other Expense (Income), net
We recognized $18.4 million of other expense for the year ended December 31, 2023, which included $20.6 million of
costs related to the issuance of the February 2028 Secured Notes. We recognized $7.3 million of other income for the year
ended December 31, 2022, which included $7.9 million in pre-tax gain on the sale of our investment in Harmoni.
35
Income Tax Benefit
The income tax benefit recorded for the years ended December 31, 2023 and 2022 relates to the following:
(Thousands)
Income tax benefit
Pre-tax loss (Uniti Fiber)
Gain on sale of operations
Other undistributed REIT taxable income
REIT state and local taxes
Return to accrual adjustments
Other
Total income tax benefit
Year Ended December 31,
2023
2022
$
(68,671) $
(29,031)
—
—
1,459
(1,297)
35
6,711
3,329
1,558
11
57
$
(68,474) $
(17,365)
The primary difference between income tax benefit related to Uniti Fiber pre-tax loss for 2023 versus 2022 is impairment
of tax-deductible goodwill.
Non-GAAP Financial Measures
We refer to EBITDA, Adjusted EBITDA, Funds From Operations (“FFO”) (as defined by the National Association of Real
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 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, executive 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
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.
36
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 the 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, executive 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 to EBITDA and Adjusted EBITDA and of our net loss attributable to common
shareholders to FFO and AFFO for the years ended December 31, 2023 and 2022 is as follows:
(Thousands)
Net loss
Depreciation and amortization
Interest expense, net
Income tax benefit
EBITDA
Stock based compensation
Transaction related and other costs
Gain on sale of operations
Gain on sale of real estate
Goodwill impairment
Other, net
Adjustments for equity in earnings from unconsolidated entities
Year Ended December 31,
2023
2022
$
(81,749) $
(8,122)
310,528
512,349
292,788
376,832
(68,474)
(17,365)
$
672,654 $
644,133
12,491
12,611
—
(2,164)
203,998
20,893
3,019
12,751
10,340
(176)
(433)
240,500
(4,790)
3,571
Adjusted EBITDA
$
923,502 $
905,896
37
(Thousands)
Net loss attributable to common shareholders
Real estate depreciation and amortization
Gain on sale of real estate assets
Participating securities share in earnings
Participating securities share in FFO
Real estate depreciation and amortization from unconsolidated entities
Adjustments for noncontrolling interests
FFO attributable to common shareholders
Transaction related and other costs
Amortization of deferred financing costs and debt discount
Write off of deferred financing costs and debt discount
Gain on extinguishment of debt
Costs related to the early repayment of debt
Stock based compensation
Gain on sale of unconsolidated entity, net of tax
Gain on sale of operations
Non-real estate depreciation and amortization
Goodwill impairment, net of tax
Straight-line revenues and amortization of below-market lease intangibles
Maintenance capital expenditures
Other, net
Adjustments for equity in earnings from unconsolidated entities
Adjustments for noncontrolling interests
AFFO attributable to common shareholders
Critical Accounting Estimates
Year Ended December 31,
2023
2022
$
(82,940) $
(9,430)
221,115
211,892
(2,164)
1,207
(2,064)
1,740
(100)
(433)
1,135
(2,345)
2,366
(260)
$
136,794 $
202,925
12,611
18,498
10,412
10,340
18,147
2,330
(1,269)
(13,084)
51,997
12,491
(2,476)
—
89,413
151,856
(37,944)
(6,962)
(51,337)
1,280
(112)
—
12,751
(1,212)
(176)
80,896
223,903
(40,925)
(10,000)
(31,838)
1,207
(146)
$
385,252 $
455,118
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the
preparation of our 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 following 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 financial statements
are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating
amounts reflected in our financial statements, the resulting changes could have a material adverse effect on our results of
operations and, in certain situations, could have a material adverse effect on our financial condition.
Income Taxes
We elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue Code of 1986,
as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable income to
shareholders, and meet certain organizational and operational requirements, including asset holding requirements. As a
REIT, we will generally not be subject to U.S. federal income tax on income that we distribute as dividends to our
shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our
taxable income at regular corporate income tax rates, and we could not deduct dividends paid to our shareholders in
computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect
our net income and net cash available for distribution to shareholders. Unless we were entitled to relief under certain Code
provisions, we also would be disqualified from reelecting to be taxed as a REIT for the four taxable years following the
year in which we failed to qualify as a REIT.
38
We are subject to the statutory requirements of the locations in which we conduct business, and state and local income
taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of
respective tax laws.
We have elected to treat the subsidiaries through which we operate Uniti Fiber and certain subsidiaries of Uniti Leasing as
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.
Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws,
which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A
valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that
such assets will be realized.
We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their
technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood
of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a
component of income tax expense.
The Company may be subject to state corporate level tax in a certain limited number of states on any built-in gain
recognized from a sale of assets occurring within a ten-year recognition period after the Spin-Off. The five-year recognition
period applicable for federal corporate level tax on any built-in gain recognized from a sale of assets occurring within five
years after the Spin-Off expired in 2020.
Revenue Recognition
Leasing revenues are primarily derived from providing access to or usage of leased networks and facilities. Leasing
revenues are recognized on a straight-line basis over the initial lease term. Revenues derived from other
telecommunications services, including broadband, long distance and enhanced service revenues are recognized monthly as
services are provided. Sales of customer premise equipment are recognized when products are delivered to and accepted by
customers.
Service revenues are primarily derived from providing broadband transport and backhaul communications services and are
recognized using the following five step model: (i) identify the contract with a customer, (ii) identify the performance
obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue
when the related performance obligation is satisfied. Services provided to the Company’s customers are pursuant to
contractual fee-based arrangements, which generally provide for recurring fees charged for the use of designated portions
of the Company’s network and typically range for a period of three to ten years. The Company’s revenue arrangements
often include 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.
Impairment of Property, Plant and Equipment
We continually monitor events and changes in circumstances that could indicate that the carrying amount of our property,
plant and equipment may not be recoverable or realized. When indicators of potential impairment suggest that the carrying
value may not be recoverable, we assess the recoverability by estimating whether we will recover the carrying value of
those assets through its undiscounted future cash flows and the eventual disposition of the asset. If, based on this analysis,
we do not believe that we will be able to recover the carrying value of our property, plant and equipment, we would record
an impairment loss to the extent that the carrying value exceeds the estimated fair value of the related assets. During the
years ended December 31, 2023 and 2022, no impairment losses were recognized.
39
Goodwill
As of December 31, 2023 and 2022, all of our goodwill is included in our Uniti Fiber segment. Goodwill is recognized for
the excess of purchase price over the fair value of net assets of businesses acquired. Goodwill is reviewed for impairment at
least annually. Our annual impairment test is performed with a valuation date of October 1. In accordance with ASC
350-20, Intangibles-Goodwill and Other ("ASC 350-20"), we evaluate goodwill for impairment between annual
impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount (a “Triggering Event”). On the occurrence of a Triggering Event, an entity has the
option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely
than not that goodwill is impaired, the fair value of the reporting unit must be compared with its carrying value. Unless
circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter. Application of the goodwill
impairment test requires significant judgment, including the identification of reporting units, assignment of assets and
liabilities to reporting units, and the assignment of goodwill to reporting units.
During the third quarter of 2023, the Company identified a Triggering Event and, therefore, performed a qualitative and
quantitative goodwill impairment test with a valuation date of September 30, 2023. The Triggering Event was a result of
macroeconomic and financial market factors, specifically increased interest rates impacting our discount rate. As a result,
we concluded that the fair value of the Uniti Fiber reporting unit, estimated using a combination of the income approach
and market approach, was less than its carrying amount. Accordingly, we recorded a $204.0 million ($151.9 million net of
tax) goodwill impairment charge in the Uniti Fiber segment during the three months ended September 30, 2023.
During the third quarter of 2022, the Company identified a Triggering Event and, therefore, performed a qualitative and
quantitative goodwill impairment test with a valuation date of September 30, 2022. The Triggering Event was a result of
macroeconomic and financial market factors, specifically increased interest rates impacting our discount rate. As a result,
we concluded that the fair value of the Uniti Fiber reporting unit, estimated using a combination of the income approach
and market approach, was less than its carrying amount. Accordingly, we recorded a $216.0 million ($205.7 million net of
tax) goodwill impairment charge in the Uniti Fiber reporting unit during the three months ended September 30, 2022.
During the fourth quarter of 2022, we performed an additional quantitative and qualitative impairment test, and concluded
that as a result of the continuing macroeconomic and financial market factors, specifically increased interest rates
impacting our discount rate, the fair value of the Uniti Fiber reporting unit was less than its carrying amount. As a result,
we recorded a $24.5 million ($18.2 million net of tax) goodwill impairment charge in the Uniti Fiber reporting unit during
the three months ended December 31, 2022.
During the year ended December 31, 2021 no impairment losses were recognized.
We estimate the fair value of our Fiber reporting unit using a combination of an income approach based on the present
value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition
multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the
weighting applied to each methodology in the determination of the concluded fair value. If the carrying amount of a
reporting unit's net assets is less than its fair value, no impairment exists. If the carrying amount of the reporting unit is
greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the
Consolidated Statements of (Loss) Income not to exceed the carrying amount of goodwill.
Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our
operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans
and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic
conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of
management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or
estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of
potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may
include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting
margin, the level of capital expenditures required to sustain our growth and market factors, including stock price
fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in
our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term
growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our
expectations of average projected revenue growth percentage, average projected EBITDA margin percentage and/or
average projected capital expenditures as a percentage of revenue change, we may experience future impairment to
goodwill (while other assumptions remain constant). Furthermore, a deterioration in market factors such as stock prices or
40
increased interest rates and/or declines in acquisition multiples utilized in the market approach could affect the likelihood
and amount of potential impairment.
Liquidity and Capital Resources
Our principal liquidity needs are to fund operating expenses, meet debt service obligations, fund investment activities,
including capital expenditures, and make dividend distributions. 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. To date, we have paid $313.4 million of the $490.1
million 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 (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 $125
million in 2020, and $225 million in 2021, 2022 and 2023 and are limited to $225 million in 2024; $175 million per year in
2025 and 2026; and $125 million per year in 2027 through 2029. As of December 31, 2023, we have reimbursed a total of
$794.2 million in Growth Capital Improvements.
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. (collectively, the "Borrowers"), the guarantors and lenders party
thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”), and proceeds
from the issuance of debt and equity securities. As of December 31, 2023, the Credit Agreement provided for a $500
million revolving credit facility that matures on September 24, 2027 (the “Revolving Credit Facility”).
As of December 31, 2023, we had cash and cash equivalents of $62.3 million and approximately $292.0 million of
borrowing availability under our Revolving Credit Facility under the Credit Agreement. Subsequent to December 31, 2023,
other than $79.6 million of Growth Capital Improvements, there have been no material outlays of funds outside of our
scheduled interest and dividend payments.
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 restrictions on our ability to pay dividends. There were no
such restrictions as of December 31, 2023.
(Thousands)
Cash flow from operating activities:
Net cash provided by operating activities
Year Ended December 31,
2023
2022
$
353,129 $
460,115
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 $353.1 million and $460.1 million for the years ended December 31, 2023 and 2022, respectively. The
decrease in net cash provided by operating activities during the year ended December 31, 2023 is primarily attributable to
increases in cash interest expense, related to the issuance of the February 2028 Secured Notes, and changes in working
capital, including the timing of interest payments associated with debt activities occurring in 2023.
41
(Thousands)
Cash flow from investing activities:
Proceeds from sale of unconsolidated entity
Proceeds from sale of operations
Proceeds from sale of other equipment
Proceeds from sale of real estate, net of cash
Other capital expenditures
Net cash used in investing activities
Year Ended December 31,
2023
2022
$
— $
32,527
—
3,146
2,545
541
1,815
665
(417,002)
(427,567)
$
(411,311) $
(392,019)
Cash used in investing activities was $411.3 million for the year ended December 31, 2023 and is primarily driven by
capital expenditures of $417.0 million, which includes $250.0 million of Growth Capital Improvements. Cash used in
investing activities for the year ended December 31, 2022 was $392.0 million and was primarily driven by capital
expenditures of $427.6 million, which included $238.0 million of Growth Capital Improvements, partially offset by
proceeds from the sale of the Harmoni investment of $32.5 million.
(Thousands)
Cash flow from financing activities:
Repayment of debt
Proceeds from issuance of Notes
Dividends paid
Payments of settlement payable
Borrowings under revolving credit facility
Payments under revolving credit facility
Finance lease payments
Payments for financing costs
Payments for capped call option
Payment for settlement of common stock warrant
Termination of bond hedge option
Costs related to early repayment of debt
Distributions paid to noncontrolling interest
Payment for exchange of noncontrolling interest
Employee stock purchase plan
Payments related to tax withholding for stock-based compensation
Year Ended December 31,
2023
2022
$
(2,263,662) $
(194,043)
2,600,000
306,500
(107,405)
(142,950)
(98,022)
—
506,000
180,000
(486,000)
(192,000)
(2,262)
(26,955)
—
(56)
59
(44,303)
(48)
—
730
(1,433)
(1,193)
(9,852)
(21,149)
(522)
1,190
—
(233)
(4,620)
589
(4,913)
Net cash provided by (used in) financing activities
$
76,643 $
(83,196)
Cash provided by financing activities was $76.6 million for the year ended December 31, 2023, which was primarily driven
by proceeds received from the issuance of the February 2028 Secured Notes of $2.6 billion and borrowings under the
Revolving Credit Facility of $506.0 million, offset by the repayment of the 2025 Secured Notes of $2.3 billion, dividend
payments of $107.4 million, payments under the Revolving Credit Facility of $486.0 million, settlement payments of $98.0
million, and costs related to the early repayment of debt of $44.3 million. Cash used in financing activities was $83.2
million for the year ended December 31, 2022, which was primarily driven by the repayment of the Exchangeable Notes of
$194.0 million, dividend payments of $143.0 million, payments under the Revolving Credit Facility $192.0 million, and
payments for the capped call option related to the February 2028 Secured Notes of $21.1 million, partially offset by
proceeds received from the issuance of the February 2028 Secured Notes of $306.5 million and borrowings under the
Revolving Credit Facility of $180.0 million.
42
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.
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. 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 $125 million in 2020, and $225 million per year in 2021, 2022, and 2023, and are limited to $225 million in 2024; $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
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, except that, during calendar year 2022, Uniti’s combined total obligation to fund Growth Capital
Improvements may exceed $250 million to the extent of any unfunded excess amounts from calendar year 2021.
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. 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. No such loans have been
made as of December 31, 2023.
UPREIT Operating Partnership Units
During 2017, the Company completed its reorganization (the “up-REIT Reorganization”) to operate through a customary
“up-REIT” structure. Under this structure, the Operating Partnership now holds substantially all of the Company’s assets
and is the direct or indirect parent company of, among others, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti
Fiber Holdings.
43
Our UPREIT 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”). The limited partner equity interests in the Operating
Partnership are exchangeable on a one-for-one basis for shares of our common stock or, at our election, cash of equivalent
value. 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 issued limited partnership interests as part of the acquisition
consideration for the 2017 acquisitions of Hunt Telecommunications, LLC and Southern Light, LLC.
Senior Notes
At December 31, 2023, the Operating Partnership and certain of its subsidiaries had outstanding $2.6 billion aggregate
principal amount of the February 2028 Secured Notes, $570.0 million aggregate principal amount of 4.750% Senior
Secured Notes due April 15, 2028 (the “April 2028 Secured Notes”), $700.0 million aggregate principal amount of 6.00%
Senior Unsecured Notes due January 15, 2030 (the “2030 Notes”), and $1.1 billion aggregate principal amount of 6.50%
Senior Unsecured Notes due February 15, 2029 (the “2029 Notes”).
Convertible Notes
At December 31, 2023, the Company had outstanding $306.5 million aggregate principal amount of 7.50% Convertible
Senior Notes due December 1, 2027 (the “Convertible 2027 Notes”). The Convertible 2027 Notes are guaranteed by each
of the Company’s subsidiaries that is an issuer, obligor or guarantor under the Company’s existing senior notes (except
initially those subsidiaries that require regulatory approval prior to guaranteeing the Convertible 2027 Notes). The
Convertible 2027 Notes bear interest at a fixed rate of 7.50% per year, payable semiannually in arrears on June 1 and
December 1 of each year. The Convertible 2027 Notes are convertible into cash, shares of the Company’s common stock,
or a combination thereof, at the Company’s election at an initial conversion rate of 137.1742 shares of the Company’s
common stock per $1,000 principal amount (equal to an initial conversion price of approximately $7.29 per share) subject
to adjustment. The Convertible 2027 Notes will mature on December 1, 2027, unless earlier converted, redeemed or
repurchased.
Exchangeable Notes
At December 31, 2023, the Company had outstanding $122.9 million aggregate principal amount of 4.00% Exchangeable
Senior Unsecured Notes due June 15, 2024 (the “Exchangeable Notes”). The Exchangeable Notes bear interest at a fixed
rate of 4.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December
15, 2019. The Exchangeable Notes are exchangeable into cash, shares of the Company’s common stock, or a combination
thereof, at Uniti Fiber Holding Inc.’s election.
On March 21, 2023, the Company repurchased approximately $15.0 million of the Exchangeable Notes for total cash
consideration of $13.7 million.
Credit Agreement
The Borrowers are party to the Credit Agreement, which as of December 31, 2023, provided for the $500 million
Revolving Credit Facility that matures on September 24, 2027, which provides us with the ability to obtain revolving loans
as well as swingline loans and letters of credit from time to time.
On March 24, 2023, the Borrowers, each a subsidiary of Uniti Group Inc., entered into Amendment No. 8 (the
“Amendment”) to the Credit Agreement, which extended the maturity to September 24, 2027. The Amendment also
transitioned the Revolving Credit Facility from LIBOR to Term SOFR, and in connection with that change, set the credit
spread adjustment to ten basis points for all interest periods. 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
44
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 December 31, 2023, 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.
In connection with the up-REIT Reorganization, the Operating Partnership replaced the Company and assumed its
obligations as an obligor under the Credit Agreement. The Company is a guarantor to all series of senior notes, including
the Exchangeable Notes, and under the Credit Agreement. Separate financial statements of the Operating Partnership have
not been included since the Operating Partnership is not a registrant.
Asset-Backed Securities Facility
On February 23, 2024, the ABS Loan Parties, each an indirect subsidiary of the Company, entered into the ABS Loan
Agreement with Wilmington Trust, National Association, as administrative agent, collateral agent, account bank and
verification agent, Barclays Bank PLC, as facility agent, and the lenders identified therein.
The ABS Loan Agreement provides for the ABS Loan Facility of up to $350 million. Unless otherwise terminated pursuant
to the terms of the ABS Loan Agreement, the ABS Loan Facility matures on the Closing Date. The Company intends to
refinance the ABS Loan Facility in full with proceeds from a long-term ABS facility secured primarily by certain Uniti
Fiber network assets.
Amounts outstanding under the ABS Loan Facility will bear interest at a floating rate equal to, at the Company’s option,
either (i) the one-month or three-month SOFR, plus a spread of 3.75% per annum or (ii) Base Rate, plus a spread of 2.75%
per annum; provided that the spread will automatically increase to (a) 4.50% per annum in the case of loans bearing interest
based on SOFR and 3.50% per annum in the case of loans bearing interest based on Base Rate, in each case to the extent
outstanding on and after the date that is 12 months following the Closing Date and (b) 5.25% per annum in the case of
loans bearing interest based on SOFR and 4.25% per annum in the case of loans bearing interest based on Base Rate, in
each case to the extent outstanding on and after the date that is 15 months following the Closing Date. The Company
intends to cap SOFR interest expense for the duration of the ABS Loan Facility pursuant to an interest rate protection
agreement.
In connection with the ABS Loan Facility, the Company formed ABS Parent and directed the formation of the ABS Loan
Parties, which are direct and indirect subsidiaries of ABS Parent. Each of the ABS Loan Parties is a Delaware limited
liability company and a special purpose, bankruptcy-remote, indirect subsidiary of the Company. The ABS Loan Facility is
secured by equity in the ABS Borrower and substantially all of the assets of the ABS Loan Parties (subject to certain
customary limited exceptions) and is non-recourse to the Company. Each of the ABS Loan Parties and ABS Parent was
designated as an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the
Company’s outstanding senior notes. The assets of the ABS Loan Parties will only be available for payment of the
obligations arising under the ABS Loan Agreement and will not be available to pay any obligations or claims of the
Company’s other creditors.
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In connection with the initial funding under the ABS Loan Facility on the Closing Date, the Company will, directly or
indirectly, (i) transfer certain Uniti Fiber non-regulated and interstate customer contracts and related equipment to the ABS
Loan Parties and (ii) grant an indefeasible right of use in the related fiber network assets to such ABS Loan Parties. In
addition, certain of the ABS Loan Parties will enter into the Management Agreement with the Manager, pursuant to which
the Manager will be responsible for servicing and administering the assets securing the ABS Loan Facility and be permitted
to make reimbursable servicing advances in respect of the collateral securing the ABS Loan Facility under certain
circumstances.
The ABS Loan Agreement contains customary covenants limiting the ability of the ABS Loan Parties to: incur or guarantee
additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments
or other restricted payments; sell fiber network assets; enter into transactions with affiliates; and create restrictions on the
ability of the ABS Loan Parties to incur liens on their assets constituting collateral to secure obligations under the ABS
Loan Agreement. These covenants are subject to a number of limitations, qualifications and exceptions. The ABS Loan
Agreement also contains a maximum leverage financial maintenance covenant and customary events of default.
Outlook
We anticipate continuing to invest in our network infrastructure across our Uniti Leasing and Uniti Fiber portfolios. We
anticipate declaring dividends for the 2024 tax year to comply with our REIT distribution requirements. We anticipate that
we will partially finance these needs, as well as operating expenses (including our debt service obligations), from our cash
on hand, borrowings under our Revolving Credit Facility and ABS Loan Facility and cash flows provided by operating
activities. Our 2023 capital expenditures of $417.0 million and dividend payments of $107.4 million exceeded our 2023
cash flow from operating activities of $353.1 million, which has led us to seek additional external sources of capital.
As of December 31, 2023, we had $292.0 million in borrowing availability under our Revolving Credit Facility (subject to
customary borrowing conditions), however, we may need to access the capital markets to generate additional funds in an
amount sufficient to fund our business operations, announced investment activities, capital expenditures, including
reimbursement commitments for Growth Capital Improvements, debt service and distributions to our shareholders. We are
closely monitoring 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 a number of 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.
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.
Contractual Obligations
We enter into various contractual arrangements as a part of our normal operations. Many of these contractual obligations
are discussed in the notes to our consolidated financial statements contained in Part II, Item 8 “Financial Statements and
Supplementary Data”. As of December 31, 2023, material obligations discussed in the notes to our consolidated financial
statements included principal and interest payments on our long-term debt discussed above and in Note 13, operating and
finance leases discussed in Note 5, and reimbursement commitments for growth capital improvements and cash payments
related to the settlement agreement discussed in Note 3.
In addition, we have material purchase commitments related to network deployment for success-based projects for which
we have a signed customer contract before we commit resources to expand our network. As of December 31, 2023,
purchase commitments totaled $5.4 million due in 2024 and $0.9 million due in 2025. Projections of future cash flows are
subject to substantial uncertainty as discussed throughout Part II, Item 7 “Management’s Discussion and Analysis of
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Financial Condition and Results of Operations” and particularly in Part I, Item 1A “Risk Factors” of this Annual Report on
Form 10-K. Debt agreements may be renewed or refinanced if we determine it is advantageous to do so.
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.
The following table below sets out details regarding our cash dividends on our common stock:
Period
January 1, 2023 - March 31, 2023
April 1, 2023 - June 30, 2023
July 1, 2023 - September 30, 2023
October 1, 2023 - December 31, 2023
Payment Date
April 14, 2023
June 30, 2023
September 22, 2023
January 4, 2024
$
$
$
$
0.15
0.15
Record Date
March 31, 2023
June 16, 2023
0.15
September 8, 2023
0.15 December 15, 2023
Cash Dividend Per
Share
Any dividends must be declared by the Board, 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 the Board
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.
Capital Expenditures
(Thousands)
Capital expenditures:
Uniti Leasing, excluding growth
capital improvements
Growth capital improvements
Uniti Fiber
Twelve Months Ended December 31, 2023
Success
Based
Maintenance Non-Network
Total
$
27,235 $
250,000
132,085
$
—
—
6,962
— $
—
720
27,235
250,000
139,767
Total capital expenditures
$
409,320 $
6,962
$
720 $
417,002
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.
Uniti’s total annual reimbursement commitments to Windstream for the Growth Capital Improvements is discussed above
in this Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations" in
“Liquidity and Capital Resources—Windstream Leases.” Growth Capital Improvements are treated as success-based
capital improvements based on the rents paid with respect to such amounts.
47
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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
In fiscal year 2023, our primary market risk exposure was interest rate risk with respect to our variable rate indebtedness
under our Revolving Credit Facility, which had an aggregate principal amount of $208.0 million as of December 31, 2023.
A hypothetical 10% change in interest rates effective at December 31, 2023, would have had a $1.4 million impact on
Uniti’s results of operations for the year ended December 31, 2023.
An increase in interest rates could make the financing of any acquisition by us more costly. Rising interest rates could also
limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase
interest expense on refinanced indebtedness.
48
Item 8. Financial Statements and Supplementary Data.
Uniti Group Inc.
Consolidated Financial Statements
Index to Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185)
Uniti Group Inc.
Consolidated Balance Sheets
Consolidated Statements of (Loss) Income
Consolidated Statements of Comprehensive (Loss) Income
Consolidated Statements of Shareholders’ Deficit
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
1.
2.
3.
4.
5.
6.
Organization and Description of Business
Basis of Presentation and Consolidation
Summary of Significant Accounting Policies
Revenues
Leases
Business Combinations, Asset Acquisitions and Dispositions
7. Assets and Liabilities Held for Sale
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
Investment in Unconsolidated Entities
Fair Value of Financial Instruments
Property, Plant and Equipment
Derivative Instruments and Hedging Activities
Goodwill and Intangible Assets
Notes and Other Debt
Stock-Based Compensation
Earnings Per Share
Segment Information
Commitments and Contingencies
Accumulated Other Comprehensive Income
Income Taxes
Supplemental Cash Flow Information
Capital Stock
Dividends (Distributions)
Employee Benefit Plan
Subsequent Events
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99
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Uniti Group Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Uniti Group Inc. and subsidiaries (the Company) as of
December 31, 2023 and 2022, the related consolidated statements of (loss) income, comprehensive (loss) income,
shareholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2023, and the
related notes and financial statement schedules I to III (collectively, the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year
period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission, and our report dated February 29, 2024 expressed an adverse opinion on the effectiveness of
the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of the Uniti Fiber Reporting Unit
As discussed in Notes 3 and 12 to the consolidated financial statements, the Company’s consolidated goodwill balance
was $157.4 million as of December 31, 2023, all of which is associated with the Uniti Fiber segment. The Company
performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances occur that
would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company
estimated the fair value of the Uniti Fiber reporting unit using a combination of an income approach based on the
50
present value of estimated future cash flows and a market approach based on market data of comparable businesses.
The Company recorded impairment of goodwill for the Uniti Fiber reporting unit of $204.0 million during the year
ended December 31, 2023 to reduce the carrying value of the reporting unit to its estimated fair value.
We identified the evaluation of the fair value of the Uniti Fiber reporting unit as a critical audit matter. We performed
risk assessment procedures to determine the significant assumptions used to estimate the fair value of the reporting
unit. Specifically, forecasted revenue, profit margin, and capital expenditures were challenging to test as they represent
subjective estimates of future operations. The discount rate and long-term growth rate were also challenging to test as
they represent subjective judgments about the investment market for infrastructure operations and assets. Minor
changes to these assumptions, either individually or in aggregate, could have a significant effect on the Company’s
assessment of the fair value of the reporting unit. Additionally, the audit effort associated with the evaluation of the
fair value of the reporting unit required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design
and tested the operating effectiveness of certain internal controls related to the Company’s reporting unit fair value
determination. This included controls related to forecasted revenue, profit margin, and capital expenditures as well as
the discount rate and long-term growth rate. We evaluated the forecasted revenue and profit margins by comparing
them to peer company analyst reports. We also obtained an understanding of the Company’s intent to carry out
particular courses of action by inspecting their written plans and other relevant documentation, and assessed how the
Company incorporated those planned actions into forecasted revenue, profit margins and capital expenditures. We
compared the Company’s historical revenue, profit margin and capital expenditure forecasts to actual results to assess
the Company’s ability to accurately forecast. We evaluated the Company’s forecasted revenue, profit margin, and
capital expenditures by comparing them to historical results. We also evaluated whether the information used in the
determination of the fair value of the reporting unit was consistent with other information used internally, presented to
the Board of Directors, and used to develop other externally presented financial information. In addition, we involved
a valuation professional with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate
and long-term growth rate by comparing them to market data for comparable entities.
/s/ KPMG LLP
We have served as the Company’s auditor since 2020
Dallas, Texas
February 29, 2024
51
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Uniti Group Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Uniti Group Inc. and subsidiaries' (the Company) internal control over financial reporting as of December
31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness,
described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective
internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related
consolidated statements of (loss) income, comprehensive (loss) income, shareholders’ deficit, and cash flows for each of
the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules I to III
(collectively, the consolidated financial statements), and our report dated February 29, 2024 expressed an unqualified
opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will
not be prevented or detected on a timely basis. A material weakness related to an insufficient complement of personnel
with appropriate technical expertise to perform effective risk assessment related to determining the income tax impact of
goodwill impairments has been identified and included in management’s assessment. The material weakness was
considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated
financial statements, and this report does not affect our report on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
52
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Dallas, Texas
February 29, 2024
53
Uniti Group Inc.
Consolidated Balance Sheets
December 31,
2023
December 31,
2022
$
3,982,069 $
3,754,547
62,264
46,358
157,380
305,115
90,988
125,105
118,117
—
109,128
28,605
43,803
42,631
361,378
334,846
68,595
88,545
77,597
38,656
40,631
—
$
5,025,129 $
4,851,229
(Thousands, except par value)
Assets:
Property, plant and equipment, net
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
Investments in unconsolidated entities
Deferred income tax assets, net
Assets held for sale
Total Assets
Liabilities and Shareholders' Deficit:
Liabilities:
Accounts payable, accrued expenses and other liabilities, net
$
119,340 $
Settlement payable (Note 3)
Intangible liabilities, net
Accrued interest payable
Deferred revenue
Dividends payable
Operating lease liabilities
Finance lease obligations
Notes and other debt, net
Liabilities held for sale
Total liabilities
Commitments and contingencies (Note 17)
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:
236,559 shares at December 31, 2023 and 235,829 at December 31, 2022
Additional paid-in capital
Distributions in excess of accumulated earnings
Total Uniti shareholders' deficit
Noncontrolling interests:
Operating partnership units
Cumulative non-voting convertible preferred stock, $0.01 par value, 6 shares authorized, 3
issued and outstanding
Total shareholders' deficit
Total Liabilities and Shareholders' Deficit
163,583
156,397
133,683
122,195
251,098
167,092
121,316
1,273,661
1,190,041
36,162
84,404
18,110
2
66,356
15,520
5,523,579
5,188,815
331
—
7,509,250
7,122,435
—
24
—
24
1,221,824
1,210,033
(3,708,240)
(3,483,634)
(2,486,392)
(2,273,577)
2,021
250
2,121
250
(2,484,121)
(2,271,206)
$
5,025,129 $
4,851,229
The accompanying notes are an integral part of these consolidated financial statements.
54
Uniti Group Inc.
Consolidated Statements of (Loss) Income
(Thousands, except per share data)
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)
Goodwill impairment (Note 3)
Transaction related and other costs
Gain on sale of real estate
Gain on sale of operations
Other expense (income), net
Total costs and expenses
(Loss) income before income taxes and equity in earnings from
unconsolidated entities
Income tax benefit
Equity in earnings from unconsolidated entities
Net (loss) income
Net (loss) income attributable to noncontrolling interests
Net (loss) income attributable to shareholders
Participating securities' share in earnings
Dividends declared on convertible preferred stock
Year Ended December 31,
2023
2022
2021
$
845,925 $
822,867 $
797,048
65,903
911,828
6,847
231,156
238,003
69,547
892,414
4,590
231,843
236,433
48,052
845,100
4,449
250,973
255,422
1,149,831
1,128,847
1,100,522
512,349
310,528
102,732
144,276
203,998
12,611
376,832
292,788
100,992
143,131
240,500
10,340
(2,164)
—
18,386
(433)
(176)
(7,269)
1,302,716
1,156,705
(152,885)
(68,474)
(2,662)
(81,749)
(36)
(81,713)
(1,207)
(20)
(27,858)
(17,365)
(2,371)
(8,122)
153
(8,275)
(1,135)
(20)
446,296
290,942
101,176
146,869
—
7,544
(442)
(28,143)
18,553
982,795
117,727
(4,916)
(2,102)
124,745
1,085
123,660
(1,077)
(10)
Net (loss) income attributable to common shareholders
$
(82,940) $
(9,430) $
122,573
(Loss) earnings per common share (Note 15)
Basic
Diluted
$
$
(0.35) $
(0.35) $
(0.04) $
(0.04) $
0.53
0.51
Weighted-average number of common shares outstanding
Basic
Diluted
236,401
236,401
235,567
235,567
232,888
264,077
The accompanying notes are an integral part of these consolidated financial statements.
55
Uniti Group Inc.
Consolidated Statements of Comprehensive (Loss) Income
(Thousands)
Net (loss) income
Other comprehensive income:
Interest rate swap termination
Other comprehensive income
Comprehensive (loss) income
Comprehensive (loss) income attributable to noncontrolling interest
Year Ended December 31,
2023
2022
2021
$
(81,749) $
(8,122) $
124,745
—
—
(81,749)
(36)
9,243
9,243
1,121
232
11,317
11,317
136,062
1,199
Comprehensive (loss) income attributable to shareholders
$
(81,713) $
889 $
134,863
The accompanying notes are an integral part of these consolidated financial statements.
56
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58
Uniti Group Inc.
Consolidated Statements of Cash Flows
(Thousands)
Cash flow from operating activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred financing costs and debt discount
Loss (Gain) on debt extinguishment
Interest rate swap termination
Deferred income taxes
Equity in earnings of unconsolidated entities
Distributions of cumulative earnings from unconsolidated entities
Cash paid for interest rate swap settlement
Straight-line rental revenues
Stock-based compensation
Gain on sale of operations
Gain on sale of unconsolidated entity
Goodwill impairment (Note 3)
Gain on prepayment of settlement payable (Note 3)
(Gain) Loss on asset disposals
Gain on sale of real estate
Accretion of settlement payable
Other
Changes in assets and liabilities, net of acquisitions:
Accounts receivable
Other assets
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities
Cash flow from investing activities
Proceeds from sale of other equipment
Proceeds from sale of operations (Note 6)
Proceeds from sale of real estate, net of cash
Proceeds from sale of unconsolidated entity
Capital expenditures
Net cash used in by investing activities
Cash flow from financing activities
Repayment of debt
Proceeds from issuance of Notes
Dividends paid
Payments of settlement payable
Payments of contingent consideration
Borrowings under revolving credit facility
Payments under revolving credit facility
Finance lease payments
Payments for financing costs
Payments for capped call option
Payment for settlement of common stock warrant
Proceeds from termination of bond hedge option
Costs related to early repayment of debt
Distributions paid to noncontrolling interest
Payment for exchange of noncontrolling interest
Proceeds from employee stock purchase plan
Payments related to tax withholding for stock-based compensation
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
59
Year Ended December 31,
2023
2022
2021
$
(81,749) $
(8,122) $
124,745
310,528
18,498
31,187
—
(68,497)
(2,662)
3,964
—
(37,944)
12,491
—
(2,646)
203,998
—
(573)
(2,164)
10,506
701
(3,727)
15,795
(54,577)
353,129
3,146
—
2,545
—
(417,002)
(411,311)
(2,263,662)
2,600,000
(107,405)
(98,022)
—
506,000
(486,000)
(2,262)
(26,955)
—
(56)
59
(44,303)
(48)
—
730
(1,433)
76,643
18,461
292,788
18,147
(10,754)
9,243
(28,909)
(2,371)
3,969
(10,413)
(40,925)
12,751
(176)
(7,923)
240,500
—
898
(433)
11,714
(72)
(4,176)
15,148
(30,769)
460,115
1,815
541
665
32,527
(427,567)
(392,019)
(194,043)
306,500
(142,950)
—
—
180,000
(192,000)
(1,193)
(9,852)
(21,149)
(522)
1,190
—
(233)
(4,620)
589
(4,913)
(83,196)
(15,100)
290,942
18,122
49,280
11,317
(6,467)
(2,102)
3,922
(12,483)
(41,239)
13,847
(28,143)
—
—
(5,432)
(213)
(442)
16,901
145
24,497
14,161
27,799
499,157
1,487
62,113
1,034
—
(385,855)
(321,221)
(2,260,000)
2,380,000
(141,371)
(190,924)
(2,979)
310,000
(220,000)
(2,019)
(27,660)
—
—
—
(36,486)
(1,700)
—
672
(4,100)
(196,567)
(18,631)
Cash and cash equivalents at beginning of period
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
Sale of unconsolidated entity
$
$
$
$
43,803
58,903
62,264 $
43,803 $
8,798 $
167,763 $
40,000 $
8,519 $
119,685 $
— $
77,534
58,903
15,395
139,012
—
The accompanying notes are an integral part of these consolidated financial statements.
60
Uniti Group Inc.
Notes to the Consolidated Financial Statements
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. 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
December 31, 2023, we are the sole general partner of the Operating Partnership and own approximately 99.96% of the
partnership interests in the Operating Partnership.
Note 2. Basis of Presentation and Consolidation
The accompanying 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 810,
Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the
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.
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) for financial information set forth in the Accounting Standards Codification (“ASC”), as
published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the
Securities and Exchange Commission (“SEC”).
Immaterial Error Correction of Previously Issued Financial Statements
The Company has made certain adjustments to previously reported amounts for correcting immaterial errors related to the
income tax benefits associated with the goodwill impairment in our unaudited condensed consolidated financial statements
as of September 30, 2023 and for the three and nine months then ended, as summarized in the table below. The Company's
management has determined that their related impact was not material to those financial statements. The adjustments had
no impact on Adjusted EBITDA (see Note 16), which is the performance measure management uses to evaluate the
performance of our reportable segments or our operating cash flows. The Company will correct previously reported
financial information for these immaterial errors in our future filings, as applicable.
61
Unaudited Interim Financial Information
A summary of the adjustments to our prior period unaudited condensed consolidated balance sheet, condensed consolidated
statement of loss, condensed consolidated statement of comprehensive loss, and condensed consolidated statement of cash
flows is presented below:
(Thousands)
Goodwill
Deferred income taxes, net
Total Assets
Distributions in excess of accumulated earnings
Total Uniti shareholders' deficit
Operating partnership units
Total shareholders' deficit
Total Liabilities and Shareholders' Deficit
(Thousands)
Goodwill impairment
Loss before income taxes and equity in earnings from unconsolidated
entities
Income tax benefit
Net loss
Net loss attributable to noncontrolling interest
Net loss attributable to shareholders
Net loss attributable to common shareholders
Earnings per share - Basic
Earnings per share - Diluted
Comprehensive loss:
Net loss
Comprehensive loss
Comprehensive loss attributable to noncontrolling interest
Comprehensive loss attributable to shareholders
As of September 30, 2023
As Reported Adjustments
As Adjusted
$
$
$
$
$
$
$
$
208,378 $
(50,998) $
90,792 $
13,035 $
157,380
103,827
4,981,325 $
(37,963) $
4,943,362
(3,665,569) $
(37,946) $
(3,703,515)
(2,446,730) $
(37,946) $
(2,484,676)
2,040 $
(17) $
2,023
(2,444,440) $
(37,963) $
(2,482,403)
4,981,325 $
(37,963) $
4,943,362
Three Months Ended September 30, 2023
As Reported Adjustments
As Adjusted
$
$
$
$
$
$
$
$
$
$
$
$
$
153,000 $
50,998 $
203,998
(124,698) $
(50,998) $
(175,696)
(43,095) $
(13,035) $
(56,130)
(80,933) $
(37,963) $
(118,896)
(36) $
(17) $
(53)
(80,897) $
(37,946) $
(118,843)
(81,223) $
(37,946) $
(119,169)
(0.34) $
(0.34) $
(0.16) $
(0.16) $
(0.50)
(0.50)
(80,933) $
(37,963) $
(118,896)
(80,933) $
(37,963) $
(118,896)
(36) $
(80,897) $
(17) $
(37,946) $
(53)
(118,843)
62
(Thousands)
Goodwill impairment
Loss before income taxes and equity in earnings from unconsolidated
entities
Income tax benefit
Net loss
Net loss attributable to noncontrolling interest
Net loss attributable to shareholders
Net loss attributable to common shareholders
Earnings per share - Basic
Earnings per share - Diluted
Comprehensive loss:
Net loss
Comprehensive loss
Comprehensive loss attributable to noncontrolling interest
Comprehensive loss attributable to shareholders
(Thousands)
Cash Flows from Operating Activities
Net Loss
Adjustments to reconcile net loss to net cash provided by operating
activities:
Nine Months Ended September 30, 2023
As Reported Adjustments
As Adjusted
$
$
$
$
$
$
$
$
$
$
$
$
$
153,000 $
50,998 $
203,998
(126,360) $
(50,998) $
(177,358)
(49,864) $
(13,035) $
(62,899)
(74,506) $
(37,963) $
(112,469)
(33) $
(17) $
(50)
(74,473) $
(37,946) $
(112,419)
(75,378) $
(37,946) $
(113,324)
(0.32) $
(0.32) $
(0.16) $
(0.16) $
(0.48)
(0.48)
(74,506) $
(37,963) $
(112,469)
(74,506) $
(33) $
(37,963) $
(17) $
(112,469)
(50)
(74,473) $
(37,946) $
(112,419)
Nine Months Ended September 30, 2023
As Reported Adjustments
As Adjusted
$
(74,506) $
(37,963) $
(112,469)
Deferred income taxes
Goodwill impairment
Net cash provided by operating activities
$
$
$
(50,161) $
(13,035) $
(63,196)
153,000 $
50,998 $
190,575 $
— $
203,998
190,575
Note 3. Summary of Significant Accounting Policies
Use of Estimates—The preparation of financial statements, in accordance with GAAP, requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of
contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based
upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual
results may differ from the estimates and assumptions used in preparing the accompanying financial statements, and such
differences could be material.
Liquidity—We anticipate continuing to invest in our network infrastructure across our Uniti Leasing and Uniti Fiber
portfolios. We also anticipate declaring dividends for the 2024 tax year to comply with our REIT distribution requirements.
We anticipate these expenditures will be met, as well as operating expenses (including our debt service obligations), in the
near term from our cash on hand, borrowings under our Revolving Credit Facility and the new $350 million ABS Loan
Facility we entered into in February 2024 and cash flows provided by operating activities. Our 2023 capital expenditures
of $417.0 million and dividend payments of $107.4 million exceeded our 2023 cash flow from operating activities of
$353.1 million, which led us to seek additional external sources of capital. We will closely monitor the equity and debt
markets and may seek to access those markets when we deem conditions are appropriate. The amount, nature and timing of
any capital markets transactions will depend on our operating performance, capital requirements, and the availability of
those capital markets, all of which are subject to uncertainties.
Property, Plant and Equipment—Property, plant and equipment is stated at original cost, net of accumulated depreciation.
The Company capitalizes costs incurred in bringing property, plant and equipment to an operational state, including all
activities directly associated with the acquisition, construction, and installation of the related assets it owns. The Company
63
capitalizes a portion of the interest costs it incurs for assets that require a period of time to get them ready for their intended
use. The amount of interest that is capitalized is based on the average accumulated expenditures made during the period
involved in bringing the assets comprising a network to an operational state at the Company’s weighted average interest
rate during the respective accounting period.
The Company also enters into leasing arrangements providing for the long-term use of constructed fiber that is then
integrated into the Company’s network infrastructure. For each lease that qualifies as a finance lease, the present value of
the lease payments, which may include both periodic lease payments over the term of the lease as well as upfront payments
to the lessor, is capitalized at the inception of the lease and included in property and equipment. As of December 31, 2023
and 2022, the accumulated amortization of our finance lease assets was $20.4 million and $22.2 million, respectively.
On April 24, 2015, we were separated and spun-off (the “Spin-Off”) from Windstream Holdings, Inc. (“Windstream
Holdings” and 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”) to Uniti. Certain property, plant and equipment acquired as part of our
Spin-Off is depreciated using a group composite depreciation method. Under this method, when property is retired, the
original cost, net of salvage value, is charged against accumulated depreciation and no immediate gain or loss is recognized
on the disposition of the property. For all other property, which includes amortization of finance lease assets, depreciation
is computed using the straight-line method over the estimated useful life of the respective property. When the property is
retired or otherwise disposed of, the related cost and accumulated depreciation are written-off, with the corresponding gain
or loss reflected in operating results. Construction in progress includes direct materials and labor related to fixed assets
during the construction period. Depreciation begins once the construction period has ceased and the related asset is placed
into service, and the asset will be depreciated over its useful life.
Costs of maintenance and repairs to property, plant and equipment subject to triple-net leasing arrangements are the
responsibility of our tenant. Costs of maintenance and repairs to property, plant and equipment not subject to triple-net
leasing arrangements are expensed as incurred.
Tenant Capital Improvements—The leases with Windstream (as discussed below) provide that tenant funded capital
improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacements to the leased network,
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 the
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. At December 31, 2023 and 2022, the net book value of TCIs recorded as a component of property, plant and
equipment on our Consolidated Balance Sheets was $970.1 million and $884.4 million, respectively. For the years ended
December 31, 2023, 2022 and 2021, we recognized $47.0 million, $43.2 million, and $39.0 million of revenue and
depreciation expense related to TCIs, respectively.
Impairment of Long-Lived Assets—We review long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset group may not be recoverable from future undiscounted net
cash flows we expect the asset group to generate. If the asset group is not fully recoverable, an impairment loss would be
recognized for the difference between the carrying value of the asset group and its estimated fair value based on discounted
net future cash flows. Assets held for sale, if any, are reported at the lower of the carrying amount or fair value less cost to
sell. Assets held for sale are no longer depreciated once held for sale criteria are met. During the years ended December 31,
2023, 2022 and 2021, there were no events or changes in circumstances indicating that the carrying amount of any of our
assets groups was not recoverable from future undiscounted net cash flows we expect the asset groups to generate, and no
impairment losses were recognized.
Asset Retirement Obligations—The Company records obligations to perform asset retirement activities, primarily
including requirements to remove equipment from leased space or customer sites as required under the terms of the related
lease and customer agreements. The fair value of the liability for asset retirement obligations, which represents the net
present value of the estimated expected future cash outlay, is recognized in the period in which it is incurred and the fair
value of the liability can reasonably be estimated. The liability accretes as a result of the passage of time and related
accretion expense is recognized in the Consolidated Statements of (Loss) Income. The associated asset retirement costs are
capitalized as an additional carrying amount of the related long-lived asset and depreciated on a straight-line basis over the
asset’s useful life. As of December 31, 2023 and 2022, our aggregate carrying amount of asset retirement obligations
64
totaled $16.8 million and $13.3 million, respectively. During the year ended December 31, 2023, we incurred $6.5 million
in liabilities related to asset retirement obligations and in the year ended December 31, 2022, we incurred no liabilities
related to asset retirement obligations. During the years ended December 31, 2023, 2022, and 2021, we recognized $2.8
million, $1.7 million, and $1.5 million of accretion expense related to asset retirement obligations, respectively, included in
depreciation and amortization expense in our Consolidated Statements of (Loss) Income.
Cash and Cash Equivalents—Cash and cash equivalents include all non-restricted cash held at financial institutions and
other non-restricted highly liquid short-term investments with original maturities of three months or less.
Derivative Instruments and Hedging Activities—We account for our derivatives in accordance with FASB ASC 815,
Derivatives and Hedging ("ASC 815"), in which we reflect all derivative instruments at fair value as either assets or
liabilities on our Consolidated Balance Sheets. For derivative instruments that are designated and qualify as hedging
instruments, we record the effective portion of the gain or loss on the hedged instruments as a component of accumulated
other comprehensive income or loss. Any ineffective portion of a derivative’s change in fair value is immediately
recognized within net income. For derivatives that do not meet the criteria for hedge accounting, changes in fair value are
immediately recognized within net income.
Exchangeable Notes and Related Transactions—On June 28, 2019, Uniti Fiber Holdings Inc., a subsidiary of the Company,
issued $345 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the
“Exchangeable Notes”). The Exchangeable Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in
arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The Exchangeable Notes are
exchangeable into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber Holdings Inc.’s
election. In accordance with ASC 470-20, Debt – Debt with Conversion and Other Options ("ASC 470"), because the
conversion feature in the Exchangeable Notes is not bifurcated pursuant to ASC 815 and because the conversion can be
settled in cash, shares, or a combination thereof, the Exchangeable Notes were separated into a liability component and an
equity component in a manner that reflects Uniti Fiber Holdings Inc.’s non-convertible debt borrowing rate. The carrying
amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an
associated conversion feature. See Note 13. The Company adopted ASU No. 2020-06, Debt - Debt with Conversion and
Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) on January 1, 2021.
ASU 2020-06 (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing
the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash
conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception
from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both
indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity
classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings
per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share
settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The adoption of
ASU 2020-06 resulted in the re-combination of the liability and equity components of these notes into a single liability
instrument.
In connection with the offering of the Exchangeable Notes, Uniti Fiber Holdings Inc. entered into exchangeable note hedge
transactions with respect to the Company’s common stock (the “Note Hedge Transactions”) with certain of the initial
purchasers or their respective affiliates (collectively, the “Counterparties”). In addition, the Company entered into warrant
transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to
approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of $16.42 per
share. The warrant transactions may have a dilutive effect with respect to the Company’s common stock to the extent the
market price per share of the Company’s common stock exceeds the strike price of the Warrants. While the Note Hedge
Transactions and the Warrants each meet the definition of a derivative in ASC 815-10-15-83, they each meet the equity
scope exception specified in ASC 815-10-15-74(a); as such, the Warrants and the Note Hedge Transactions are not
accounted for as derivatives that must be remeasured each reporting period and instead, are recorded in stockholders’
deficit. See Note 13.
On December 12, 2022, in connection with the issuance of the Convertible 2027 Notes (See Note 13), approximately
$207.1 million aggregate principal amount of the Exchangeable Notes was repurchased for $194.0 million. Additionally,
on March 21, 2023, the Company repurchased approximately $15.0 million of the Exchangeable Notes for total cash
consideration of $13.7 million.
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On December 7, 2022, in connection with the Company’s repurchase of the Exchangeable Notes, the Company entered
into partial unwind agreements (the “Unwind Agreements”) with the Counterparties to unwind a portion of the Note Hedge
Transactions and the Warrants described above (collectively, the “Unwind Transactions”). In connection with the Unwind
Transactions, the Company received cash as a termination payment for of the portion of the Note Hedge Transactions that
were unwound, and the Company delivered cash as a termination payment in respect of the portion of the Warrants that
were unwound. The amount of cash that was received, which was approximately $1.2 million, and the amount of cash that
was delivered to the Counterparties, which was approximately $0.5 million, were based generally on the termination values
of the unwound portions of such instruments. See Note 11 and Note 13.
Intangible Assets—Intangible assets are presented in the financial statements at cost less accumulated amortization and are
amortized using the straight-line method over their estimated useful lives.
Transaction Related and Other Costs—The Company expenses non-capitalizable transaction related and other costs in the
period in which they are incurred and services are received. Transaction related costs include acquisition pursuit,
transaction and integration costs, including unsuccessful acquisition pursuit costs. Pursuit and transaction costs include
professional services (legal, accounting, advisory, regulatory, etc.), finder’s fees, travel expenses, and other direct expenses
associated with a business acquisition. Integration costs include direct costs necessary to integrate an acquired business,
including professional services, systems and data conversion, severance and retention bonuses payable to employees of an
acquired business. In addition, other costs, such as costs incurred as a result of Windstream’s bankruptcy filing, costs
associated with Windstream’s claims against us (see Note 17), and costs associated with the implementation of our
enterprise resource planning system are included within this line item on the Consolidated Statements of (Loss) Income.
Settlement Payable—On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream filed a complaint with
the Bankruptcy Court against Uniti and certain of its affiliates, alleging, among other things, that the Master Lease (as
defined in Note 5) should be recharacterized as a financing arrangement, that certain rent payments and TCIs made by
Windstream under the Master Lease constitute constructive fraudulent transfers, that the Master Lease is a lease of personal
property and that Uniti breached certain of its obligations under the Master Lease. On March 2, 2020, Uniti and
Windstream jointly announced that they agreed to the Settlement (as defined below) to resolve any and all claims and
causes of action that have been or may be asserted against Uniti by Windstream, including all litigation brought by
Windstream and certain of its creditors in the context of Windstream’s bankruptcy, and on May 12, 2020, the Bankruptcy
Court entered an order approving Windstream’s assumption of the Master Lease as part of the Settlement.
In connection with Windstream’s emergence from bankruptcy on September 21, 2020, Uniti entered into several
agreements and consummated several transactions, including a stock transaction closed on September 18, 2020 in which
we issued 38,633,470 shares of Uniti common stock to certain first lien creditors of Windstream and transferred the
proceeds to Windstream and an asset transaction closed on September 18, 2020, in which we paid to Windstream
approximately $284.6 million in exchange for certain fiber assets and dark fiber dark fiber indefeasible rights of use related
thereto, to implement its settlement (the “Settlement”) with Windstream pursuant to the settlement agreement dated as of
May 12, 2020 between Uniti and Windstream. Pursuant to the Settlement, Uniti and Windstream agreed to mutual releases
with respect to any and all liability related to any claims and causes of action between them, including those brought by
Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and the Master Lease. On
January 8, 2021, Windstream filed in the bankruptcy court a stipulation and order dismissing the adversary proceeding
against Uniti with prejudice subject to the terms set forth in the settlement agreement. The stipulation and order was
entered by the bankruptcy court on January 25, 2021.
In accordance with the Settlement, we also have a number of ongoing obligations including the following:
i.
ii.
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 we may prepay any installments
due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). As of
December 31, 2023, the Company has made payments totaling $313.4 million; and
we are obligated to reimburse Windstream for Growth Capital Improvements as described in
Note 5.
Debt Issuance Costs—The Company recognizes debt issuance costs related to a recognized debt liability as a direct
deduction from the carrying amount of the debt liability, consistent with debt discounts. The costs, which include
underwriting, legal, and other direct costs related to the issuance of debt, are amortized over the contractual term of the
debt using the effective interest method.
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Revenue Recognition— The following is a description of principal activities, separated by reportable segments (see Note
16), from which the Company generates its revenues. We exclude from the transaction price any amounts collected from
customers for sales taxes and therefore, they are not included in revenue.
Uniti Leasing
Uniti Leasing revenue represents the results from our Uniti Leasing segment, 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. See discussion in “Leases” in this Note 3 and Note 5.
The Windstream Leases (as defined in Note 5) are long-term exclusive triple-net leases, whereby 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 or insurance, as
Windstream makes direct payments to the taxing authorities and insurance carriers, respectively.
Uniti Fiber
The Uniti Fiber segment represents the operations of our fiber business, Uniti Fiber, which provides:
i.
ii.
iii.
iv.
v.
Consumer, enterprise, wholesale, and backhaul lit fiber revenue is recognized over the life of the
contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit
fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the
contract term, plus any non-recurring or variable charges. For each contract, the customer is
invoiced monthly.
E-Rate contracts involve providing lit fiber services to schools and libraries, and revenue is
recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-
ready obligation to provide lit fiber services. The transaction price is equal to the monthly-
recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For
each contract, the customer is invoiced monthly.
Construction revenue is generated from contracts to provide various construction services such
as equipment installation or the laying of fiber. Construction revenue is recognized over time as
construction activities occur as we are either enhancing a customer’s owned asset or
constructing an asset with no alternative use to us and we would be entitled to our costs plus a
reasonable profit margin if the contract was terminated early by the customer. We are utilizing
our costs incurred as the measure of progress of satisfying our performance obligation.
Dark fiber and small cell arrangements represent operating leases and revenue is recognized
under the leasing guidance. When (i) a customer makes an advance payment or (ii) a customer
is contractually obligated to pay any amounts in advance, which is not deemed a separate
performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized
ratably over the expected term of the contract, unless the pattern of service suggests otherwise.
The Company generates revenues from other services, such as consultation services and
equipment sales. Revenue from the sale of customer premise equipment and modems that are
not provided as an essential part of the telecommunications services, including broadband, long
distance, and enhanced services is recognized when products are delivered to and accepted by
the customer. Revenue from customer premise equipment and modems provided as an essential
part of the telecommunications services, including broadband, long distance, and enhanced
services are recognized over time in a pattern that reflects the satisfaction of the service
performance obligation.
Commissions – Under Topic 606 and Topic 340, Other Assets and Deferred Costs, we capitalize commission fees as costs
of obtaining a contract when those commissions are incremental and expected to be recovered from the revenue contract
and we amortize those capitalized costs consistent with the pattern of transfer of the product or service to which the
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capitalized costs relate. The amortization of these costs are included in general and administrative expense on the
Consolidated Statements of (Loss) Income.
We are exposed to credit losses primarily through our trade receivables. We assess ability to pay for certain customers by
considering a variety of factors, such as the customer’s established credit rating, if available, and our assessment of
creditworthiness. We determine the allowance for credit losses on accounts receivable using a combination of specific
reserves for accounts that are deemed to exhibit credit loss indicators and general reserves that are determined using loss
rates based on historical experience and economic expectations. We update our estimate of credit loss reserves quarterly,
considering recent write-offs, collections information and underlying economic expectations. The allowance for credit
losses is recorded in accounts receivable, net on our Consolidated Balance Sheets. At December 31, 2023 and 2022, our
allowance for credit losses was $3.2 million and $2.9 million, respectively. Credit losses for the years ended December 31,
2023, 2022 and 2021 were $1.2 million, $0.6 million and $1.5 million, respectively.
Straight-Line Revenue Receivable—We evaluate the collectability of our straight-line revenue receivables in accordance
with the provisions of ASC 842, where if the collectability of lease payments is not probable at the commencement date, or
at any time during the lease term, then we limit the lease revenue to the lesser of the revenue recognized on a straight-line
basis or cash basis. If our assessment of collectability changes after the commencement date, we record the difference
between the lease revenue that would have been recognized on a straight-line basis and cash basis as a current period
adjustment to lease revenue.
Leases—We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys the right
to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.
As a lessee, we enter into lease contracts including ground, tower, equipment, building, automobile, colocation and fiber
lease arrangements, and service contracts that may include embedded leases.
When we are the lessee, we classify leases as either finance or operating leases based on the principle of whether or not the
lease is effectively a financed purchase. This classification will determine whether lease expense is comprised of
amortization on the right-of-use (“ROU”) asset and interest expense recognized based on an effective interest method (a
finance lease) or as a single lease cost recognized on a straight-line basis over the term of the lease (an operating lease). We
recognize an ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of classification.
We recognize the lease payments associated with our short-term leases, which have lease terms less than 12 months, as an
expense on a straight-line basis over the lease term.
ROU assets and lease liabilities related to operating leases where we are the lessee are separately stated on our
Consolidated Balance Sheets. The ROU asset is initially measured as the initial amount of the lease liability adjusted for
lease payments made at or before the lease commencement date, plus any initial direct costs incurred less, any lease
incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease
liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease
incentives received. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease
payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
ROU assets and lease liabilities related to finance leases where we are the lessee are included in property, plant and
equipment, net and finance lease obligations, respectively, on our Consolidated Balance Sheets. The ROU asset is initially
measured as the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement
date, plus any initial direct costs incurred less, any lease incentives received. The ROU asset is subsequently amortized
using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the
lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an
option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying
asset. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at
amortized cost using the effective interest method. Amortization of the finance lease assets is recognized and presented
separately from interest expense on the lease liability, as part of depreciation and amortization expense on the Consolidated
Statements of (Loss) Income.
We have lease agreements which include lease and nonlease components. For leases where we are a lessee, we have
elected to combine lease and nonlease components for all lease contracts. For leases where we are the lessor, we combine
the lease and non-lease components when the components qualify to be combined and we account for the combined
arrangement based on whether the lease or non-lease component is predominant. Maintenance services are the primary
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nonlease components and the combined components typically are treated as leases for revenue recognition purposes. We
have elected to exclude sales taxes from lease payments in arrangements where we are a lessor.
Operating leases where we are the lessor are included in Uniti Leasing and Unit Fiber revenues on our Consolidated
Statements of (Loss) Income.
For operating leases where we are the lessor, we continue recognizing the underlying asset and depreciating it over its
estimated useful life. Lease income is recognized on a straight-line basis over the lease term. Leasing revenue is not
recognized when collection of all contractual rents over the term of the agreement is not probable. When collection is not
probable, we limit the lease revenue to the lesser of the revenue recognized on a straight-line basis or cash basis.
From time to time we may enter into sales-type lease arrangements as a lessor that may include (i) a lessee obligation to
purchase the leased equipment at the end of the lease term, (ii) a bargain purchase option, (iii) a lease term having a
duration that is for the major part of the remaining economic life of the leased equipment or (iv) provides for minimum
lease payments with a present value amounting to substantially all of the fair value of the leased asset at the date of lease
commencement.
Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease
agreement on which those payments are assessed occurs. Variable lease payments are presented within Uniti Leasing and
Unit Fiber revenues and general and administrative expense and operating expense in our Consolidated Statements of
(Loss) Income in the same line item as revenue arising from fixed lease payments (operating leases where we are the
lessor) and expense arising from fixed lease payments (operating leases where we are the lessee) or amortization of the
ROU asset (finance leases), respectively.
We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in
the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding
ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case,
the amount of the adjustment that would result in a negative ROU asset balance is recorded in general and administrative
and operating expense in our Consolidated Statements of (Loss) Income.
Key lease estimates and judgments include how we determined (i) the discount rate we use to discount the unpaid lease
payments to present value, (ii) lease term and (iii) lease payments.
i.
ii.
iii.
ASC 842 requires a lessor to discount its unpaid lease payments using the interest rate implicit
in the lease and a lessee to discount its unpaid lease payments using the interest rate implicit in
the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we
generally do not know the implicit rate for our leases where we are the lessee, we use our
incremental borrowing rate based on the information available at commencement date in
determining the present value of lease payments. Our incremental borrowing rate for a lease is
the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to
the lease payments under similar terms.
The lease term for all of our leases includes the noncancellable period of the lease plus any
additional periods covered by either a lessee option to extend (or not to terminate) the lease that
the lessee is reasonably certain to exercise, or an option to extend (or not to terminate) the lease
controlled by the lessor.
Lease payments included in the measurement of the lease asset or liability comprise the
following: (i) fixed payments (including in-substance fixed payments), (ii) variable payments
that depend on index or rate based on the index or rate at lease commencement, and (iii) the
exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably
certain to exercise.
Stock-Based Compensation—We account for stock-based compensation using the fair value method of accounting. We
have determined that our stock-based payment awards granted in exchange for employee services qualify as equity
classified awards, which are measured based on the fair value of the award on the date of the grant. The fair value of
restricted stock-based payments is based on the market value of our common stock on the date of grant. The fair value of
performance-based awards, which have performance conditions, is based on a Monte Carlo simulation. The fair value of all
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stock-based compensation is recognized over the period during which an employee is required to provide services in
exchange for the award. See Note 14.
Income Taxes—We elected on our initial U.S. federal income tax return to be treated as a REIT under the Internal Revenue
Code of 1986, as amended (the “Code”). To qualify as a REIT, we must distribute at least 90% of our annual REIT taxable
income, determined without regard to the dividends paid deduction and excluding any capital gains, to shareholders, and
meet certain organizational and operational requirements, including asset holding requirements. As a REIT, we will
generally not be subject to U.S. federal income tax on income that we distribute as dividends to our shareholders. If we fail
to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular
corporate income tax rates, and we could not deduct dividends paid to our shareholders in computing taxable income. Any
resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash
available for distribution to shareholders. Unless we were entitled to relief under certain Code provisions, we also would be
disqualified from reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to
qualify as a REIT.
We may be required to record a provision in our Consolidated Financial Statements for U.S. federal income taxes related to
the activities of the REIT and its passthrough subsidiaries for any undistributed income. We are subject to the statutory
requirements of the locations in which we conduct business, and state and local income taxes are accrued as deemed
required in the best judgment of management based on analysis and interpretation of respective tax laws.
We have elected to treat the subsidiaries through which we operate Uniti Fiber and certain subsidiaries of 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.
Deferred tax assets and liabilities are recognized under the asset and liability method for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws,
which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A
valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that
such assets will be realized.
We recognize the benefit of tax positions that are "more likely than not" to be sustained upon examination based on their
technical merit. The benefit of a tax position is measured at the largest amount that has a greater than 50 percent likelihood
of being realized upon ultimate settlement. If applicable, we will report tax-related penalties and interest expense as a
component of income tax expense. We currently have unrecognized tax benefits of $1.7 million recorded in deferred
income taxes on our Consolidated Balance Sheet.
The Company may be subject to state corporate level tax in a certain limited number of states on any built-in gain
recognized from a sale of assets occurring within a ten-year recognition period after the Spin-Off. The five-year recognition
period applicable for federal corporate level tax on any built-in gain recognized from a sale of assets occurring within five
years after the Spin-Off expired in 2020.
Business Combinations and Asset Acquisitions—In accordance with ASC 805, Business Combinations, we apply the
acquisition method of accounting for acquisitions meeting the definition of a business combination or asset acquisition,
where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of
operations are included with those of the Company from the dates of the respective acquisitions. The fair value of the
acquired assets and liabilities are estimated using the income, market and/or cost approach. The income approach utilizes
the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market
approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar
circumstances. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from
a review of operating results, business plans, expected growth rates, capital expenditure plans, cost of capital and tax rates.
We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors
used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could
materially affect the cash flow projections, and therefore could affect the estimated fair value. Impacts of these assumptions
or estimates include customer retention, execution of our business plans, which impact growth, cost escalation impacting
margin, the level of capital expenditures required to sustain our growth and market factors, including interest rate and stock
price fluctuations, impacting our cost of capital.
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For acquisitions meeting the definition of a business combination, any excess of the purchase price paid by the Company
over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. ASC 805 also requires
acquirers to, among other things, estimate the acquisition date fair value of any contingent consideration and recognize any
subsequent changes in the fair value of contingent consideration in earnings. When provisional amounts are initially
recorded, the Company continues to evaluate acquisitions for a period not to exceed one year after the applicable
acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the
purchase price paid for the assets acquired and liabilities assumed.
For acquisitions meeting the definition of an asset acquisition, the fair value of the consideration transferred, including
transaction costs, is allocated to the assets acquired and liabilities assumed based on their relative fair values. There are
significant judgments and estimates used in determining the fair values of the assets acquired and liabilities assumed, which
include assumptions with respect to items such as replacement cost, land value, assemblage factor, discount rate, lease-up
period, implied rents per strand mile, and useful life. No goodwill is recognized in an asset acquisition.
Noncontrolling Interest—The limited partner equity interests in our operating partnership are exchangeable on a one-for-
one basis for shares of our common stock or, at our election, cash of equivalent value. All of the limited partner equity
interests in our operating partnership not held by the Company are reflected as noncontrolling interests. In the Consolidated
Statements of (Loss) Income, we allocate net income (loss) attributable to noncontrolling interests to arrive at net (loss)
income attributable to shareholders based on their proportionate share.
For transactions that result in changes to the Company's ownership interest in our operating partnership, the carrying
amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the
consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment
to additional paid-in capital on the Consolidated Balance Sheets.
Investments in Unconsolidated Entities—We report our investments in unconsolidated entities under the equity method of
accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received
as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber
Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are
included in equity in earnings from unconsolidated entities in our Consolidated Statements of (Loss) Income. See Note 8.
Goodwill—As of December 31, 2023, and 2022, all of our goodwill is included in our Uniti Fiber segment. Goodwill is
recognized for the excess of purchase price over the fair value of net assets of businesses acquired. Goodwill is reviewed
for impairment on an annual basis. Our annual impairment test is performed with a valuation date of October 1. In
accordance with ASC 350-20, Intangibles-Goodwill and Other ("ASC 350-20"), we evaluate goodwill for impairment
between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying amount (a “Triggering Event”). On the occurrence of a Triggering Event, an
entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it
is more likely than not that goodwill is impaired, the fair value of the reporting unit must be compared with its carrying
value. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter. Application
of the goodwill impairment test requires significant judgment, including: the identification of reporting units; assignment of
assets and liabilities to reporting units; assignment of goodwill to reporting units; and the estimation of the fair value of a
reporting unit.
During the third quarter of 2023, the Company identified a Triggering Event under ASC 350-20 and, therefore, performed
a qualitative and quantitative goodwill impairment test with a valuation date of September 30, 2023. The Triggering Event
was a result of macroeconomic and financial market factors, specifically increased interest rates impacting our discount
rate. As a result, we concluded that the fair value of the Uniti Fiber reporting unit, estimated using a combination of the
income approach and market approach, was less than its carrying amount. Accordingly, we recorded a $204.0 million
goodwill impairment charge in the Uniti Fiber reporting unit.
During the third quarter of 2022, the Company identified a Triggering Event under ASC 350-20 and, therefore, performed
a qualitative and quantitative goodwill impairment test with a valuation date of September 30, 2022. The Triggering Event
was a result of macroeconomic and financial market factors, specifically increased interest rates impacting our discount
rate. As a result, we concluded that the fair value of the Uniti Fiber reporting unit, estimated using a combination of the
income approach and market approach, was less than its carrying amount. Accordingly, we recorded a $216.0 million
goodwill impairment charge in the Uniti Fiber reporting unit. During the fourth quarter of 2022, we performed an
additional quantitative and qualitative impairment test, and concluded that as a result of the continuing macroeconomic and
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financial market factors, specifically increased interest rates impacting our discount rate, the fair value of the Uniti Fiber
reporting unit was less than its carrying amount. As a result, we recorded an additional $24.5 million goodwill impairment
charge in the Uniti Fiber reporting unit.
During the year ended December 31, 2021, no impairment losses were recognized.
We estimate the fair value of our reporting units (which are our segments) using a combination of an income approach
based on the present value of estimated future cash flows and a market approach based on market data of comparable
businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation
methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If
the carrying amount of a reporting unit's net assets is less than its fair value, no impairment exists. If the carrying amount of
the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess
and recorded in the Consolidated Statements of (Loss) Income not to exceed the carrying amount of goodwill.
Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our
operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans
and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic
conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of
management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or
estimates could materially affect our cash flow projections, and therefore could affect the likelihood and amount of
potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may
include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting
margin, the level of capital expenditures required to sustain our growth and market factors, including stock price
fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in
our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long term
growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our
expectations of average projected revenue growth percentage, average projected EBITDA margin percentage and/or
average projected capital expenditures as a percentage of revenue change, we may experience future impairment to
goodwill (while other assumptions remain constant). Furthermore, a deterioration in market factors such as stock prices or
increased interest rates and/or declines in acquisition multiples utilized in the market approach could affect the likelihood
and amount of potential impairment.
Earnings per Share—Outstanding restricted stock awards that contain rights to non-forfeitable dividends are deemed to be
participating securities, requiring the application of the two-class method of computing basic and dilutive earnings per
share.
Basic earnings per share includes only the weighted average number of common shares outstanding during the period.
Dilutive earnings per share includes the weighted average number of common shares and the dilutive effect of restricted
stock, performance-based awards outstanding during the period, the Convertible 2027 Notes and the Exchangeable Notes,
when such awards are dilutive. See Note 15.
Concentration of Credit Risks—Revenue under the Windstream Leases provided 67.3% of our revenue for the year ended
December 31, 2023, 66.5% of our revenue for the year ended December 31, 2022, and 66.4% of our revenue for the year
ended December 31, 2021. 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 pay dividends and service debt if Windstream were to default
under the Windstream Leases or otherwise experiences operating or liquidity difficulties and becomes unable to generate
sufficient cash to make payments to us.
Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the
periodic filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Windstream
historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020,
Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act.
Windstream’s filings are not incorporated by reference in this Annual Report on Form 10-K.
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 new reports regarding Windstream and
72
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 Annual Report on Form 10-K, Windstream is current on all lease payments. We note that in August
2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection
with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with
a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. Both ratings remain current
as of the date of this filing. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we
periodically receive certain confidential financial information and metrics from Windstream.
Reclassifications—Certain prior year asset and liability categories and related amounts have been reclassified to conform
with current year presentation. Operating lease right of use assets, net and operating lease liabilities are now presented
separately on our Consolidated Balance Sheets.
Recently Adopted Accounting Pronouncements
In March 2022, the FASB issued Accounting Standards Update ("ASU") 2022-02, Financial Instruments—Credit Losses
(Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which eliminates the accounting
guidance for troubled debt restructurings and requires the disclosure of current-period gross write-offs of financing
receivables and net investment in leases by year of origination. The Company adopted ASU 2022-02 on January 1, 2023,
and the adoption had no impact on the Company's consolidated financial statements.
In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of
Topic 848 ("ASU 2022-06"), which provides additional relief for contract modifications completed after the December 31,
2022 LIBOR sunset date. The amendment allows for a deferral until December 31, 2024. The Company adopted ASU
2022-06 at issuance, and the adoption had no impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment
Disclosures ("ASU 2023-07"), which requires incremental disclosures related to reportable segments. Specifically, the
ASU requires disclosure of significant segment expense categories and amounts for each reportable segment. The ASU is
effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December
15, 2024, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it will
have on our financial statements.
73
Note 4. Revenues
Disaggregation of Revenue
The following table presents our revenues disaggregated by revenue stream.
(Thousands)
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
Year Ended December 31,
2023
2022
2021
$
74,538 $
78,977 $
97,834
55,682
3,102
85,820
64,219
2,827
86,915
86,390
74,396
3,272
$
231,156 $
231,843 $
250,973
6,847
238,003
845,925
65,903
911,828
4,590
236,433
822,867
69,547
892,414
4,449
255,422
797,048
48,052
845,100
Total revenue
$
1,149,831 $
1,128,847 $
1,100,522
At December 31, 2023 and 2022, lease receivables were $22.0 million and $26.2 million, respectively, and receivables
from contracts with customers were $18.8 million and $16.1 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 receivables, net on our
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 years ended December 31, 2023, 2022, and 2021,
we recognized revenues of $4.1 million, $6.4 million, and $13.2 million, respectively that was included in the
December 31, 2022, December 31, 2021, and December 31, 2020 contract liabilities balance, respectively.
The following table provides information about contract assets and contract liabilities accounted for under Topic 606.
(Thousands)
Balance at December 31, 2022
Balance at December 31, 2023
Contract
Assets
Contract
Liabilities
$
$
173 $
26 $
8,699
11,109
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
74
deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the
performance obligation. As of December 31, 2023, our future revenues (i.e. transaction price related to remaining
performance obligations) under contracts accounted for under ASC 606 totaled $645.0 million, of which $589.0 million is
related to contracts that are currently being invoiced and have an average remaining contract term of 3.3 years, while $56.0
million represents our backlog for sales bookings which have yet to be installed and have an average remaining contract
term of 5.2 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 5. Leases
Lessor Accounting
We lease communications towers, ground, colocation, other communication equipment 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 years ended December 31, 2023 and 2022 are as follows:
(Thousands)
Lease income - operating leases
Year Ended
December 31,
2023
Year Ended
December 31,
2022
$
911,828 $
892,414
Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the
lease terms as of December 31, 2023 are as follows:
December 31,
2023 (1)
$
806,483
816,771
818,196
819,134
819,813
1,556,217
5,636,614
(Thousands)
2024
2025
2026
2027
2028
Thereafter
Total lease receivables
$
(1) Total future minimum lease payments to be received include $4.7 billion relating to the Windstream Leases.
75
The underlying assets under operating leases where we are the lessor as of December 31, 2023 and 2022 are summarized as
follows:
(Thousands)
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
December 31,
2023
December 31,
2022
$
26,533 $
347,700
314,488
26,549
346,093
296,941
3,862,635
3,529,835
436
437
3,974,410
3,964,439
90,087
58
1,890
10,434
89,963
1,397
28,126
10,434
8,628,671
8,294,214
(5,690,066)
(5,542,726)
$
2,938,605 $
2,751,488
Depreciation expense for the underlying assets under operating leases where we are the lessor for the years ended
December 31, 2023 and 2022 is summarized as follows:
(Thousands)
Depreciation expense for underlying assets under operating leases
Lessee Accounting
Year Ended
December 31,
2023
Year Ended
December 31,
2022
$
182,906 $
176,160
We have commitments under operating leases for communications towers, ground, colocation, other communication
equipment, dark fiber lease arrangements and buildings. We also have finance leases for automobiles and dark fiber lease
arrangements. 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 December 31, 2023, we have short term lease commitments amounting to approximately $3.5 million.
76
The components of lease cost are presented within general and administrative expense and operating expense, while
sublease income is presented within revenues in our Consolidated Statements of (Loss) Income for the years ended
December 31, 2023 and 2022 are as follows:
(Thousands)
Finance lease cost
Amortization of ROU assets
Interest on lease liabilities
Total finance lease cost
Operating lease cost
Short-term lease cost
Variable lease cost
Less sublease income
Total lease cost
Year Ended
December 31,
2023
Year Ended
December 31,
2022
$
4,066 $
1,575
5,641
22,999
3,525
938
3,793
1,437
5,230
19,946
3,109
547
(14,590)
(13,683)
$
18,513 $
15,149
Amounts reported in the Consolidated Balance Sheets for leases where we are the lessee as of December 31, 2023 and
2022 were as follows:
(Thousands)
Operating leases
ROU asset, net
Lease liability
Finance leases
ROU asset, gross
Lease liability
Weighted-average remaining lease term
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
Location on Consolidated Balance Sheets
December 31,
2023
December 31,
2022
Operating lease right-of-use assets, net
$
125,105
$
Operating lease liabilities
84,404
88,545
66,356
Property, plant and equipment, net
Finance lease obligations
$
52,589
18,110
$
73,487
15,520
13.4 years
8.7 years
10.1 years
11.5 years
10.3 %
9.9 %
8.6 %
10.1 %
77
Other information related to leases as of December 31, 2023 and 2022 are as follows:
(Thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for finance leases
Operating cash flows for operating leases
Financing cash flows for finance leases
Non-cash items:
New operating leases and remeasurements, net
New finance leases
Year Ended
December 31,
2023
Year Ended
December 31,
2022
$
1,575 $
22,326
2,262
1,437
19,874
1,193
$
32,490 $
5,687
23,173
1,314
Future lease payments under non-cancellable leases as of December 31, 2023 are as follows:
(Thousands)
2024
2025
2026
2027
2028
Thereafter
Total undiscounted lease payments
Less: imputed interest
Total lease liabilities
Future sublease rentals as of December 31, 2023 are as follows:
(Thousands)
2024
2025
2026
2027
2028
Thereafter
Total
Windstream Leases
Operating Leases
Finance Leases
$
19,220 $
16,442
12,980
10,317
8,672
96,881
$
$
164,512 $
(80,108)
84,404 $
3,709
3,656
3,530
3,166
2,467
9,583
26,111
(8,001)
18,110
Sublease Rentals
$
$
10,837
10,961
11,082
11,166
11,002
128,810
183,858
Pursuant to the Spin-Off, Uniti 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 that each expire on
April 30, 2030 (collectively, the “Windstream Leases”), which Windstream Leases amended and restated the Master Lease
in its entirety. The Windstream Leases consist of two leases: (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 competitive local exchange carrier (“CLEC”)
operations. The aggregate initial annual rent under the Windstream Leases is $663.0 million. The tenants under the ILEC
MLA are Windstream Holdings II, LLC (“Windstream Holdings II,” successor in interest to Windstream Holdings, Inc.),
Windstream Services II, LLC (“Windstream Services II,” successor in interest to Windstream Services LLC), and certain
78
subsidiaries and/or newly formed affiliated entities operating the ILECs, and the landlords under the ILEC MLA are the
Uniti entities that own the applicable ILEC assets. Similarly, the tenants under the CLEC MLA are Windstream Holdings
II, Windstream Services II, and certain subsidiaries and/or newly formed affiliated entities operating CLECs, and the
landlords under the CLEC MLA are the Uniti entities that own the CLEC assets. 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.
In addition, the Windstream Leases impose certain financial restrictions on Windstream if Windstream fails to maintain
certain financial covenants. Windstream covenants not to incur certain indebtedness (other than certain refinancing in a
principal amount that does not exceed the sum of the principal amount of the indebtedness refinanced, the accrued and
unpaid interest on such indebtedness refinanced and any other amounts owing thereon and any customary costs incurred in
connection with such refinancing or drawings under its third party syndicated revolving credit facility, in an amount not to
exceed $750 million) if its total leverage ratio, pro forma for the incurrence of such indebtedness, would exceed 3.00:1.00.
Further, Windstream covenants not to incur certain additional indebtedness, pay dividends, repurchase stock or prepay
unsecured debt, or enter into a transaction with an entity controlled by a member of the board without Uniti’s consent if
Windstream’s total leverage ratio exceeds 3.50:1.00. Notwithstanding the foregoing, the financial covenants described
herein shall not apply at any time in which Windstream maintains a corporate family rating of not less than “B2” by
Moody’s and either “B” by Standard & Poor’s or “B” by Fitch Ratings.
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”). 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 $125
million in 2020 and $225 million per year in 2021, 2022 and 2023 and are limited to $225 million in 2024; $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 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, except that, during calendar year 2021, Uniti’s combined
total obligation to fund Growth Capital Improvements may exceed $250 million to the extent of any unfunded excess
amounts from calendar year 2020. 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 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 Improvement 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
79
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 to Windstream as of December 31, 2023.
The Windstream Leases provide that 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 real estate investments and deferred revenue. We depreciate the real estate investments 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.
During the year ended December 31, 2023, Uniti reimbursed $250.0 million of Growth Capital Improvements, of which
$35.1 million, as allowed for under the Settlement, represented the reimbursement of capital improvements completed in
2022 that were previously classified as TCIs. Subsequent to December 31, 2023, Windstream requested and we reimbursed
$79.6 million of qualifying Growth Capital Improvements that were reported as TCIs as of December 31, 2023. As of the
date of this Annual Report on Form 10-K, we have reimbursed a total of $873.8 million of Growth Capital Improvements.
Note 6. Business Combinations, Asset Acquisitions and Dispositions
2021 Transactions
Everstream OpCo-PropCo Transaction
On May 28, 2021, the Company completed its previously announced strategic transaction with Everstream Solutions LLC
(“Everstream”). As part of the transaction, Uniti entered into two 20-year dark fiber indefeasible rights of use (“IRU”) lease
agreements with Everstream on Uniti owned fiber. Concurrently, Uniti sold its Uniti Fiber Northeast operations and certain
dark fiber IRU contracts acquired as part of the Windstream settlement to Everstream. Total cash consideration, including
upfront IRU payments, was approximately $135 million. In addition to the upfront proceeds, Uniti will receive fees of
approximately $3 million annually from Everstream over the initial 20-year term of the IRU lease agreements, subject to an
annual escalator of 2%. During the quarter ended June 30, 2021, we recorded a gain of $28.1 million related to this
transaction, which is included in gain on sale of operations in our Consolidated Statements of (Loss) Income.
(Thousands)
Assets and liabilities sold:
Assets:
Property, plant and equipment, net
Goodwill
Intangible assets, net
Right of use assets, net
Total assets
Liabilities:
Lease liabilities
Intangible liabilities, net
Finance lease obligations
Total liabilities
Cash consideration
Less: total assets and liabilities sold, net
Gain on sale of operations
80
$
$
$
$
$
$
44,685
17,794
7,264
19,841
89,584
18,779
4,492
32,343
55,614
62,113
(33,970)
28,143
Note 7. Assets and Liabilities Held for Sale
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 million (the "Transaction"). The Transaction closed on January 31, 2024. See Note
24.
The following table presents the assets and liabilities, associated with the Transaction, which were classified as held for
sale as of December 31, 2023:
(Thousands)
Assets:
Property, plant and equipment, net
Straight-line revenue receivable
Total Assets
Liabilities:
Accounts payable, accrued expenses and other liabilities, net
Deferred revenue
Total Liabilities
December 31,
2023
$
$
$
$
25,842
2,763
28,605
67
264
331
The assets and liabilities associated with the Transaction are included in the results of the Uniti Leasing segment. The sale
does not represent a strategic shift that will have a major effect on operations and financial results and, therefore, did not
qualify for presentation as a discontinued operation.
Note 8. Investment in Unconsolidated Entities
Fiber Holdings
On December 21, 2023, the Company completed the sale of its investment in BB Fiber Holdings LLC to MIP IV MidWest
Fiber Parent LLC, our partner in the investment, for total cash consideration of $40.0 million, which was received in
January of 2024. The receivable was included within Other Assets on the Consolidated Balance Sheet as of December 31,
2023. As a result of the transaction, during the fourth quarter of 2023 we recorded a pre-tax gain of $2.6 million within
other expense (income), net and $0.2 million of income tax expense within our Consolidated Statements of (Loss) Income.
Harmoni
On June 21, 2022, the Company completed the sale of its investment in Harmoni Towers LP to Palistar Communications
Infrastructure GP LLC, our partner in the investment, for total cash consideration of $32.5 million. As a result of the
transaction, during the second quarter of 2022 we recorded a pre-tax gain of $7.9 million within other expense (income),
net and $6.7 million of income tax expense within our Consolidated Statements of (Loss) Income.
Note 9. Fair Value of Financial Instruments
FASB 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;
81
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, derivative instruments,
contingent consideration, our outstanding notes and other debt, settlement payable, contingent consideration and accounts,
interest and dividends payable.
The following table summarizes the fair value of our financial instruments at December 31, 2023 and 2022:
(Thousands)
At December 31, 2023
Liabilities
Senior secured notes - 10.50%, due February 15,
2028
Senior secured notes - 4.75%, due April 15, 2028
Senior unsecured notes - 6.50%, due February 15,
2029
Senior unsecured notes - 6.00%, due January 15,
2030
Exchangeable senior unsecured notes - 4.00%, due
June 15, 2024
Convertible senior notes - 7.50% due December 1,
2027
Senior secured revolving credit facility, variable
rate, due September 24, 2027
Settlement payable
Total
(Thousands)
At December 31, 2022
Liabilities
Total
Quoted Prices in
Active Markets
(Level 1)
Prices with
Other
Observable
Inputs
(Level 2)
Prices with
Unobservable
Inputs
(Level 3)
$
2,624,596 $
488,205
— $
—
2,624,596 $
488,205
796,125
486,675
122,140
301,755
207,979
160,550
—
—
—
—
—
—
796,125
486,675
122,140
301,755
207,979
160,550
$
5,188,025 $
— $
5,188,025 $
—
—
—
—
—
—
—
—
—
Total
Quoted Prices in
Active Markets
(Level 1)
Prices with
Other
Observable
Inputs
(Level 2)
Prices with
Unobservable
Inputs
(Level 3)
Senior secured notes - 7.875%, due February 15,
2025
Senior secured notes - 4.75%, due April 15, 2028
Senior unsecured notes - 6.50%, due February 15,
2029
Senior unsecured notes - 6.00%, due January 15,
2030
Exchangeable senior unsecured notes - 4.00%, due
June 15, 2024
Convertible senior notes - 7.50%, due
December 1, 2027
Senior secured revolving credit facility, variable
rate, due December 10, 2024
Settlement payable
Total
$
2,208,319 $
— $
2,208,319 $
469,740
759,917
467,401
127,024
297,765
187,981
232,350
—
—
—
—
—
—
—
469,740
759,917
467,401
127,024
297,765
187,981
232,350
$
4,750,497 $
— $
4,750,497 $
—
—
—
—
—
—
—
—
—
82
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 Notes and other debt was $5.62 billion at December 31, 2023, with a fair value of $5.03
billion. The estimated fair value of the 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. Derivative instruments are carried at fair value. See Note 11.
Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes (see Note 13) is
determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy.
Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information,
quoted market prices, and current market rates for similar convertible debt instruments.
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 3). The Settlement Payable was 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. The remaining
Settlement Payable is $163.6 million and is reported as settlement payable on our Consolidated Balance Sheets at
December 31, 2023. There have been no changes in the valuation methodologies used since the initial recording.
Note 10. Property, Plant and Equipment
The carrying value of property, plant and equipment is as follows:
(Thousands)
Land
Building and improvements
Poles
Fiber
Equipment
Copper
Conduit
Tower assets
Finance lease assets
Construction in progress
Other assets
Corporate assets
Less accumulated depreciation
Property, plant and equipment, net
Depreciable
Lives(1)
December 31,
2023
December 31,
2022
Indefinite $
30,099 $
366,490
314,489
28,845
363,077
296,941
3 - 40 years
30 years
30 years
4,835,623
4,434,506
5 - 7 years
460,463
399,473
20 years
30 years
20 years
See Note 3
See Note 3
15 - 20 years
3 - 7 years
3,974,410
3,964,439
90,087
1,221
52,589
49,771
10,436
89,963
5,619
73,487
46,508
10,436
15,731
10,201,409
14,883
9,728,177
(6,219,340)
(5,973,630)
$
3,982,069 $
3,754,547
(1) Certain property acquired from Windstream is depreciated using Windstream's estimated useful lives. Specifically,
certain Fiber assets are depreciated using an average 20 year life.
Finance lease assets above predominantly represent fiber leases, where we have the exclusive, unrestricted, and
indefeasible right to use one, a pair, or more strands of fiber of a fiber cable.
Depreciation expense for the years ended December 31, 2023, 2022, and 2021 was $280.8 million, $263.0 million and
$261.2 million, respectively.
83
Note 11. Derivative Instruments and Hedging Activities
Exchangeable Notes Hedge Transactions
On June 25, 2019, concurrently with the pricing of the 4.00% Exchangeable Notes due June 15, 2024 (the "Exchangeable
Notes"), and on June 27, 2019, concurrently with the exercise by the initial purchasers involved in the offering of the
Exchangeable Notes (the “Initial Purchasers”) of their option to purchase additional Exchangeable Notes, Uniti Fiber
Holdings Inc., the issuer of the Exchangeable Notes, entered into exchangeable note hedge transactions with respect to the
Company’s common stock (the “Note Hedge Transactions”) with certain of the Initial Purchasers or their respective
affiliates (collectively, the “Counterparties”). The Note Hedge Transactions cover, subject to anti-dilution adjustments
substantially similar to those applicable to the Exchangeable Notes, the same number of shares of the Company’s common
stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the
Exchangeable Notes. The Note Hedge Transactions have an initial strike price that corresponds to the initial exchange price
of the Exchangeable Notes, subject to anti-dilution adjustments substantially similar to those applicable to the
Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier
exercised. The Note Hedge Transactions are intended to reduce potential dilution to the Company’s common stock upon
any exchange of the Exchangeable Notes and/or offset any cash payments Uniti Fiber Holdings Inc. is required to make in
excess of the principal amount of exchanged Exchangeable Notes, as the case may be, in the event that the market value
per share of the Company’s common stock, as measured under the Note Hedge Transactions, at the time of exercise is
greater than the strike price of the Note Hedge Transactions.
The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber Holdings Inc. with the Counterparties,
and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with
respect to the Note Hedge Transactions. The Note Hedge Transactions meet certain accounting criteria under GAAP, are
recorded in additional paid-in capital on our Consolidated Balance Sheets and are not accounted for as derivatives that are
remeasured each reporting period.
Warrant Transactions
On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the
exercise by the initial purchasers of their option to purchase additional Exchangeable Notes, the Company entered into
warrant transactions to sell to the Counterparties Warrants to acquire, subject to anti-dilution adjustments, up to
approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of approximately
$16.42 per share. The maximum number of shares of the Company’s common stock that could be issued pursuant to the
Warrants is approximately 55.5 million. The Company offered and sold the Warrants in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). If the market
value per share of the Company’s common stock, as measured under the Warrants, at the time of exercise exceeds the
strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s common stock unless, subject to the
terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants will expire over a period beginning in
September 2024.
The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms
of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The
Warrants meet certain accounting criteria under GAAP, are recorded in additional paid-in capital on our Consolidated
Balance Sheets and are not accounted for as derivatives that are remeasured each reporting period.
Capped Call Transactions
On December 7, 2022, in connection with the pricing of the Convertible 2027 Notes (see Note 13), the Company entered
into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions at a cost of
$21.1 million. The Capped Calls cover the same number of shares of the Company’s common stock that initially underlie
the Convertible 2027 Notes in the aggregate. By entering into the Capped Calls, the Company expects to reduce the
potential dilution to its common stock (or, in the event a conversion of the Convertible 2027 Notes is settled in cash, to
reduce its cash payment obligation) in the event that at the time of conversion of the Convertible 2027 Notes its common
stock price exceeds the conversion price of the Convertible 2027 Notes. The cap price of the Capped Calls will initially be
$10.63 per share of common stock, which represents a premium of 75% over the last reported sale price of the Company’s
common stock of $6.075 per share on December 7, 2022 and is subject to customary anti-dilution adjustments substantially
similar to those applicable to the Convertible 2027 Notes. The Company used approximately $21.1 million of the net
84
proceeds from the offering of the Convertible 2027 Notes to pay for the cost of the Capped Calls. The Capped Calls meet
the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to
additional paid-in-capital within stockholders’ equity.
Additionally on December 7, 2022, in connection with the Company’s repurchase of the Exchangeable Notes, the
Company entered into partial unwind agreements (the “Unwind Agreements”) with the Counterparties to unwind (see Note
13) a portion of the Note Hedge Transactions and the Warrants described above (collectively, the “Unwind Transactions”).
In connection with the Unwind Transactions, the Company received cash as a termination payment for of the portion of the
Note Hedge Transactions that were unwound, and the Company delivered cash as a termination payment in respect of the
portion of the Warrants that were unwound. The amount of cash that was received, which was approximately $1.2 million,
and the amount of cash that was delivered to the Counterparties, which was approximately $0.5 million, were based
generally on the termination values of the unwound portions of such instruments.
Note 12. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill occurring during the year ended December 31, 2023 and 2022, are as follows:
(Thousands)
Goodwill at December 31, 2021
Accumulated impairment charges as of December 31, 2021
Balance at December 31, 2021
Impairment charges
Balance as of December 31, 2022
Impairment charges (Note 3)
Balance at December 31, 2023
Goodwill at December 31, 2023
Accumulated impairment charges as of December 31, 2023
Balance at December 31, 2023
Uniti Fiber
Total
672,878 $
(71,000)
601,878
672,878
(71,000)
601,878
(240,500)
(240,500)
361,378
361,378
(203,998)
(203,998)
157,380 $
157,380
672,878 $
672,878
(515,498)
(515,498)
157,380 $
157,380
$
$
$
$
85
The carrying value of our other intangible assets is as follows:
(Thousands)
Finite life intangible assets:
Customer lists
Contracts
Underlying rights
Total intangible assets
Less: accumulated amortization
Total intangible assets, net
Finite life intangible liabilities:
Acquired below-market leases
Total intangible liabilities
Less: accumulated amortization
Total intangible liabilities, net
December 31, 2023
December 31, 2022
Cost
Accumulated
Amortization
Cost
Accumulated
Amortization
$
416,104 $
(151,542) $
416,104 $
(128,728)
52,536
10,497
(21,343)
(1,137)
52,536
10,497
(14,776)
(787)
$
$
479,137
(174,022)
305,115
$
$
479,137
(144,291)
334,846
$
191,154 $
(34,757) $
191,154 $
(24,062)
191,154
(34,757)
191,154
(24,062)
$
156,397
$
167,092
As of December 31, 2023, the remaining weighted average amortization period of the Company’s intangible assets was
13.4 years.
Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $29.7 million, $29.8 million and $29.8
million, respectively. Amortization expense is estimated to be $29.7 million in 2024, $29.7 million in 2025, $29.7 million
in 2026, $29.7 million in 2027 and $28.1 million in 2028.
We recognize the amortization of below-market leases in revenue in arrangements where we are the lessor. Revenue related
to the amortization of the below-market leases for the years ended December 31, 2023, 2022 and 2021 was $10.7 million,
$10.7 million, and $10.7 million respectively. As of December 31, 2023, the remaining weighted average amortization
period of the Company’s intangible liabilities was 16.1 years. Revenue due to the amortization of the below-market leases
is estimated to be $10.7 million in 2024, $10.7 million in 2025, $10.7 million in 2026, $10.7 million in 2027, and $10.2
million in 2028.
Note 13. Notes and Other Debt
All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership
and certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt.
Notes and other debt is as follows:
(Thousands)
Principal amount
Less unamortized discount, premium and debt issuance costs
December 31,
2023
December 31,
2022
$
5,617,442 $
5,262,373
(93,863)
(73,558)
Notes and other debt less unamortized discount and debt issuance costs
$
5,523,579 $
5,188,815
86
Notes and other debt at December 31, 2023 and 2022 consisted of the following:
December 31, 2023
December 31, 2022
(Thousands)
Principal
Unamortized
Discount,
Premium and
Debt Issuance
Costs
Principal
Unamortized
Discount,
Premium and
Debt Issuance
Costs
Senior secured notes - 7.875%, due February 15,
2025
(discount is based on imputed interest rate of 8.38%)
$
— $
— $
2,250,000 $
(22,239)
Senior secured notes - 10.50%, due February 15,
2028
(discount is based on imputed interest rate of 11.06%
Senior secured notes - 4.75%, due April 15, 2028
(discount is based on imputed interest rate of 5.04%)
2,600,000
(48,290)
—
—
570,000
(6,360)
570,000
(7,654)
Senior unsecured notes - 6.50%, due February 15,
2029
(discount is based on imputed interest rate of 6.83%)
Senior unsecured notes - 6.00%, due January 15,
2030
(discount is based on imputed interest rate of 6.27%)
Exchangeable senior unsecured notes - 4.00%, due
June 15, 2024
(discount is based on imputed interest rate of 4.77%)
Convertible senior notes - 7.50%, due December 1,
2027
(discount is based on imputed interest rate of 8.29%)
Senior secured revolving credit facility, variable rate,
due September 24, 2027
Total
1,110,000
700,000
(15,761)
(9,307)
1,110,000
700,000
(18,245)
(10,535)
122,942
(427)
137,873
(1,501)
306,500
(8,092)
306,500
(9,768)
208,000
(5,625)
188,000
(3,616)
$
5,617,442 $
(93,863) $
5,262,373 $
(73,558)
At December 31, 2023, notes and other debt included the following: (i) $208.0 million under 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 issue and certain
other lenders name therein (the “Credit Agreement”); (ii) $2.6 billion aggregate principal amount of 10.50% Senior
Secured Notes due February 15, 2028 (the “February 2028 Secured Notes”); (iii) $570.0 million aggregate principal
amount of 4.75% Senior Secured Notes due April 15, 2028 (the “2028 Secured Notes”); (iv) $1.11 billion aggregate
principal amount of 6.50% Senior Unsecured Notes due February 15, 2029 (the “2029 Notes”); (v) $122.9 million
aggregate principal amount of the Exchangeable Notes; (vi) $700.0 million aggregate principal amount of 6.00% Senior
Unsecured Notes due January 15, 2030 (the “2030 Notes”); and (vii) $306.5 million aggregate principal amount of 7.50%
Convertible Senior Notes due December 1, 2027 (the "Convertible 2027 Notes" and collectively with the February 2028
Secured Notes, 2028 Secured Notes, 2029 Notes, the Exchangeable Notes, and the 2030 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 swing line 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
87
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 December 31, 2023, 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 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.
The Notes
Secured Notes
On February 14, 2023, the Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber
Holdings Inc. (collectively, the “Issuers”) issued $2.6 billion aggregate principal amount of the February 2028 Secured
Notes. The Issuers used the net proceeds from the offering to fund the redemption in full of the Issuers’ outstanding
7.875% senior secured notes due 2025 (the "2025 Secured Notes"), to repay outstanding borrowings under the Revolving
Credit Facility and to pay any related premiums, fees and expenses in connection with the foregoing. On February 14,
2023, the Issuers deposited the full redemption price of $2.25 billion for the 2025 Secured Notes with the trustee and
satisfied and discharged their obligations with respect to the 2025 Secured Notes at such time. During the first quarter of
2023, we recorded $32.3 million of loss on the extinguishment of the 2025 Secured Notes within interest expense, net on
the Condensed Consolidation Statements of (Loss) Income, which includes $10.3 million of non-cash interest expense for
the write off of the unamortized discount and deferred financing costs and $22.0 million of cash interest expense for the
redemption premium. The February 2028 Secured Notes mature on February 15, 2028 and interest is payable on March 15
and September 15 of each year, beginning on September 15, 2023.
On April 20, 2021, the Borrowers issued $570.0 million aggregate principal amount of the 2028 Secured Notes (together
with the 2025 Secured Notes, the “Secured Notes”) and used the net proceeds from the offering to fund the redemption in
full of the $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “2023
Secured Notes”) on May 6, 2021. During the three months ended June 30, 2021, we recognized a $4.3 million loss on the
extinguishment of the 2023 Secured Notes within interest expense, net on the Consolidated Statements of (Loss) Income,
which included $1.3 million of non-cash interest expense for the write off of the unamortized discount and deferred
financing costs and $3.0 million of cash interest expense for the redemption premium. The 2028 Secured Notes mature on
April 15, 2028 and bear interest at a rate of 4.750% per year. Interest on the 2028 Secured Notes is payable on April 15 and
October 15 of each year.
The Secured Notes and the related guarantees are secured by liens on substantially all of the assets of the issuers and
guarantors thereto, which assets also ratably secure obligations under the senior secured credit facilities, in each case,
subject to certain exceptions and permitted liens. The collateral does not include real property (below a specified threshold
of value), but includes certain fixtures and other equipment as well as cash that we receive pursuant to the Windstream
Leases.
The indentures governing the Secured Notes contain customary high yield covenants limiting the ability of the Operating
Partnership and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured
88
indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other
restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of
their assets; and create restrictions on the ability to pay dividends or other amounts to the Borrowers or Issuers, as
applicable. These covenants are subject to a number of limitations, qualifications and exceptions. The indentures
governing the Secured Notes also contain customary events of default. As of December 31, 2023, the Company was in
compliance with all of the covenants under the indentures governing the Secured Notes.
Senior Unsecured Notes
On February 2, 2021, the Borrowers issued $1.11 billion aggregate principal of the 2029 Notes and used the net proceeds to
fund the tender offer and subsequent redemption of all outstanding 8.25% Senior Unsecured Notes due October 15, 2023
(the “2023 Notes”). During the year ended December 31, 2021, we recognized a $39.1 million loss on the tendered 2023
Notes within interest expense, net on the Consolidated Statements of (Loss) Income, which included $21.5 million of non-
cash interest expense for the write off of the unamortized discount and deferred financing costs and $17.6 million of cash
interest expense for the tender premium. The 2029 Notes mature on February 15, 2029 and bear interest at a rate of 6.50%
per year. Interest on the 2029 Notes is payable on February 15 and August 15 of each year.
On October 13, 2021, the Issuers issued $700.0 million aggregate principal amount of the 2030 Notes (together with the
2029 Notes, the “Senior Unsecured Notes”) and used the net proceeds to fund redemption in full of the $600.0 million
7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”) on December 15, 2021. During the year ended
December 31, 2021, we recognized a $5.9 million loss on the extinguishment of the 2024 Notes within interest expense, net
on the Consolidated Statements of (Loss) Income, which included $1.8 million of non-cash interest expense for the write
off of the unamortized discount and deferred financing costs and $4.1 million of cash interest expense for the redemption
premium. The Company used the remaining proceeds of $78.0 million to prepay a portion of the settlement obligations
under the settlement agreement with Windstream. See Note 3. The 2030 Notes mature on January 15, 2030 and bear
interest at a rate of 6.000% per year. Interest on the 2030 Notes is payable on January 15 and July 15 of each year,
beginning on July 15, 2022.
The indentures governing the Senior Unsecured Notes contain customary high yield covenants limiting the ability of the
Operating Partnership 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; enter into transactions with affiliates; merge or consolidate or sell all or
substantially all of their assets; and create restrictions on the ability to pay dividends or other amounts to the Issuers or
Borrowers, as applicable. These covenants are subject to a number of important and significant limitations, qualifications
and exceptions. The indentures governing the Senior Unsecured Notes also contain customary events of default. As of
December 31, 2023, the Company was in compliance with all of the covenants under the indentures governing the Senior
Unsecured Notes.
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and
by each of the Operating Partnership’s existing and future domestic restricted subsidiaries (other than the Borrowers or
Issuers, as applicable) that guarantees indebtedness under the Company’s senior secured credit facilities. 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 Notes.
The Exchangeable Notes
On June 28, 2019, Uniti Fiber Holdings Inc., a subsidiary of the Company, issued $345 million aggregate principal amount
of the Exchangeable Notes. The Exchangeable Notes are senior unsecured notes and are guaranteed by the Company and
each of the Company’s subsidiaries (other than Uniti Fiber Holdings Inc.) that is an issuer, obligor or guarantor under the
Company’s Notes. The Exchangeable Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in arrears
on June 15 and December 15 of each year, beginning on December 15, 2019. The Exchangeable Notes are exchangeable
into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber Holdings Inc.’s election, subject
to limitations under the Company's Credit Agreement. The Exchangeable Notes will mature on June 15, 2024, unless
earlier exchanged, redeemed or repurchased.
Uniti Fiber Holdings Inc. issued the Exchangeable Notes pursuant to an indenture, dated as of June 28, 2019, among Uniti
Fiber Holdings Inc., the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as
trustee. Prior to the close of business on the business day immediately preceding March 15, 2024, the Exchangeable Notes
89
are exchangeable only upon satisfaction of certain conditions and during certain periods described in the indenture, and
thereafter, the Exchangeable Notes are exchangeable at any time until the close of business on the second scheduled trading
day immediately preceding the maturity date. The Exchangeable Notes are exchangeable on the terms set forth in the
indenture into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber Holdings Inc.’s
election, subject to limitations under the Company's Credit Agreement. The exchange rate is initially 80.4602 shares of the
Company’s common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of
approximately $12.43 per share of the Company’s common stock). The exchange rate is subject to adjustment in some
circumstances as described in the indenture. In addition, following certain corporate events that occur prior to the maturity
date or Uniti Fiber Holdings Inc.’s delivery of a notice of redemption, Uniti Fiber Holdings Inc. will increase, in certain
circumstances, the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such
corporate event or notice of redemption, as the case may be.
If Uniti Fiber Holdings Inc. or the Company undergoes a fundamental change (as defined in the indenture), subject to
certain conditions, holders may require Uniti Fiber Holdings Inc. to repurchase for cash all or part of their Exchangeable
Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus
accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date.
Uniti Fiber Holdings Inc. may redeem all or a portion of the Exchangeable Notes, at any time, at a cash redemption price
equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but
not including, the redemption date, if the Company’s board of directors determines such redemption is necessary to
preserve the Company's status as a real estate investment trust for U.S. federal income tax purposes. Uniti Fiber Holdings
Inc. may not otherwise redeem the Exchangeable Notes prior to June 20, 2022. On or after June 20, 2022 and prior to the
42nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of the
Company’s common stock has been at least 130% of the exchange price for the Exchangeable Notes for certain specified
periods, Uniti Fiber Holdings Inc. may redeem all or a portion of the Exchangeable Notes at a cash redemption price equal
to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest to, but not
including, the redemption date.
Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be
separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-
convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Exchangeable Notes, the Company
separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component
was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature.
The carrying amount of the equity component, which was initially recognized as a debt discount, represented the difference
between the proceeds from the issuance of the Exchangeable Notes and the fair value of the liability component of the
Exchangeable Notes. The excess of the principal amount of the liability component over its carrying amount was amortized
to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity
component was not remeasured.
Debt issuance costs related to the Exchangeable Notes were comprised of commissions payable to the initial purchasers of
$10.4 million and third-party costs of approximately $1.4 million.
In accounting for the debt issuance costs related to the issuance of the Exchangeable Notes, the Company allocated the total
amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the
liability component were recorded as a contra-liability and are presented net against the Exchangeable Notes balance on
our Consolidated Balance Sheets. These costs are amortized to interest expense using the effective interest method over the
term of the Exchangeable Notes. Debt issuance costs of $2.9 million attributable to the equity components were offset
against the equity component in stockholders’ equity, which netted to $80.8 million.
As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for the outstanding
exchangeable senior unsecured notes. The adoption of ASU 2020-06 resulted in the re-combination of the liability and
equity components of these notes into a single liability instrument. The carrying value as of December 31, 2020, totaled
approximately $275.4 million and as a result of the adoption increased by $61.1 million to $336.5 million as of January 1,
2021. Because of this adoption, the effective interest rate on the exchangeable senior unsecured notes went from 11.1% to
4.8%. Additional paid-in-capital was reduced by $59.9 million and deferred tax liabilities were reduced by $15.8 million.
Approximately $14.6 million of cumulative effect of adoption was recognized to the opening balance of distributions in
excess of accumulated earnings as of January 1, 2021. See Note 3.
90
On December 12, 2022, in connection with the issuance of the Convertible 2027 Notes (as discussed below),
approximately $207.1 million aggregate principal amount was repurchased for $194.0 million. As a result, we recognized a
gain on extinguishment of $10.8 million, which is comprised of a $13.1 million gain on the repurchase of the Exchangeable
Notes and a $2.3 million write off of the related unamortized deferred financing costs, within interest expense, net on the
Consolidated Statements of (Loss) Income.
On March 21, 2023, the Company repurchased approximately $15.0 million of the Exchangeable Notes for total cash
consideration of $13.7 million. During the first quarter of 2023, we recorded $1.1 million of gain on extinguishment of
debt, net within interest expense on our Condensed Consolidated Statements of (Loss) Income, which included $0.1 million
of non-cash interest expense for the write off of the unamortized discount and deferred financing costs. In connection with
these repurchases, the Company entered into partial unwind agreements with the Counterparties to unwind a portion of the
Note Hedge Transactions and the Warrants described above (see Note 11).
Convertible 2027 Notes
Uniti Group Inc. issued $300 million aggregate principal amount of the Convertible 2027 Notes on December 12, 2022
and, pursuant to an over-allotment option, $6.5 million aggregate principal amount of the Convertible 2027 Notes on
December 23, 2022. The Convertible 2027 Notes are guaranteed by each of the Company’s subsidiaries that is an issuer,
obligor or guarantor under the Company’s existing senior notes (except initially those subsidiaries that require regulatory
approval prior to guaranteeing the Convertible 2027 Notes). The Convertible 2027 Notes bear interest at a fixed rate of
7.50% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2023. The
Convertible 2027 Notes are convertible into cash, shares of the Company’s common stock, or a combination thereof, at the
Company’s election at an initial conversion rate of 137.1742 shares of the Company’s common stock per $1,000 principal
amount (equal to an initial conversion price of approximately $7.29 per share) subject to adjustment. The Convertible 2027
Notes will mature on December 1, 2027, unless earlier converted, redeemed or repurchased.
The net proceeds from the sale of the Convertible 2027 Notes were approximately $298.1 million, after deducting
discounts and commissions to the initial purchasers and other estimated fees and expenses. The Company contributed
approximately $198.1 million of the net proceeds of the offering to Uniti Fiber Holdings Inc., a wholly owned subsidiary of
the Company (“Uniti Fiber Holdings”), to fund the repurchase of, and to pay accrued and unpaid interest with respect to,
approximately $207.1 million aggregate principal amount of the Exchangeable Notes issued by Uniti Fiber Holdings. The
Company used $21.1 million of the net proceeds of the offering to pay the cost of certain capped call transactions in
connection with the Convertible 2027 Notes offering, as described in Note 11. The Company intends to use the remaining
net proceeds from the offering for general corporate purposes, which may include the repurchase or repayment of other
outstanding debt, including, but not limited to, additional open market repurchases, redemptions or tender offers of the
Exchangeable Notes.
Deferred Financing Cost
Deferred financing costs were incurred in connection with the issuance of the Notes and the Facilities. These costs are
amortized using the effective interest method over the term of the related indebtedness, and are included in interest expense
in our Consolidated Statements of (Loss) Income. For the year ended December 31, 2023, 2022 and 2021, we recognized
$18.1 million, $17.5 million and $16.5 million of non-cash interest expense, respectively, related to the amortization of
deferred financing costs.
Aggregate annual maturities of our long-term obligations at December 31, 2023 are as follows:
(Thousands)
2024
2025
2026
2027
2028
Thereafter
Total
$
122,942
—
—
514,500
3,170,000
1,810,000
$
5,617,442
91
Note 14. Stock-Based Compensation
The Company’s Board of Directors adopted the Uniti Group Inc. 2015 Equity Incentive Plan (the “Equity Plan”), which is
administered by the Compensation Committee of the Board of Directors. Awards issuable under the Equity Plan include
incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance
shares, restricted shares, and restricted stock units.
Restricted Awards
During the year ended December 31, 2023, the Company granted 1,505,876 shares of restricted stock to employees, which
had a fair value of $8.7 million as of the date of grant. We calculate the grant date fair value of non-vested shares of
restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are
amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31,
2023, there were 8,636,162 shares available for future issuance under the Equity Plan. The following table sets forth the
number of unvested restricted stock awards and the weighted-average fair value of these awards at the date of grant:
Unvested balance December 31, 2022
Granted
Forfeited
Vested
Restricted
Awards
Weighted
Average Fair
Value at Grant
Date
Aggregate
Intrinsic
Value(1)($000s)
1,356,389 $
1,505,876 $
(66,088) $
(699,184) $
11.11
5.78
8.00
11.04
Unvested balance, December 31, 2023
2,096,993 $
7.41 $
12,121
(1) The aggregate intrinsic value is calculated using the market value of our common stock as of December 29, 2023.
The market value as of December 29, 2023 was $5.78 per share, which was the closing price of our common stock
reported for transactions effected on the NASDAQ Global Select Market on December 29, 2023, the final trading
day of 2023.
During the year ended December 31, 2022, there were 925,059 shares of restricted stock granted with a weighted-average
fair value of $9.52 per share. During the year ended December 31, 2021, there were 691,241 shares of restricted stock
granted with a weighted-average fair value of $11.82 per share.
The total fair value of shares vested for the years ended December 31, 2023, 2022 and 2021 was $7.7 million, $9.1 million
and $9.9 million, respectively.
As of December 31, 2023, total unrecognized compensation expense on restricted awards was approximately $9.0 million,
and the expense is expected to be recognized over a weighted average vesting period of 1.0 year.
Performance Awards
The Company grants long-term incentives to members of management in the form of performance-based restricted stock
units (“PSUs”) under the Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified
performance goals, over a specified performance period, and may range from 0% to 200% of the target shares. The PSUs
have a service condition that will expire at the end of the three-year performance period provided that the holder continues
to be employed by the Company at the end of the performance period. Holders of PSUs are entitled to dividend
equivalents, which will be accrued and paid in cash upon the vesting of a PSU. Dividend equivalents are forfeited to the
extent that the underlying PSU is forfeited.
On February 27, 2023, we issued 449,614 PSUs equal to 100% of the target amount, with an aggregate fair value of $3.7
million on the grant date. The PSUs, in addition to a service condition, are subject to the Company’s performance versus
the total return of the MSCI US REIT Index and a triple-net lease peer group, as defined by the Compensation Committee.
Upon evaluating the results of the market conditions, the final number of shares is determined, and such shares vest based
on satisfaction of the service condition. The PSUs are amortized on a straight-line basis over the vesting period. During the
92
year ended December 31, 2023, no PSUs were forfeited due to termination of service. The following table sets forth the
number of unvested PSUs and the weighted-average fair value of these awards at the date of grant:
Unvested balance December 31, 2022
Granted
Forfeited
Vested
Performance
Awards
Weighted
Average Fair
Value at Grant
Date
Aggregate
Intrinsic
Value(1)($000s)
847,146 $
449,614 $
— $
(243,572) $
15.07
8.22
—
15.46
Unvested balance, December 31, 2023
1,053,188 $
12.06 $
6,087
(1) The aggregate intrinsic value is calculated using the market value of our common stock as of December 29, 2023.
The market value as of December 29, 2023 was $5.78 per share, which was the closing price of our common stock
reported for transactions effected on the NASDAQ Global Select Market on December 29, 2023, the final trading
day of 2023.
During the year ended December 31, 2022, there were 425,010 PSUs granted with a weighted-average fair value of $14.42
per share. During the year ended December 31, 2021, there were 216,085 PSUs granted with a weighted-average fair value
of $16.27 per share.
As of December 31, 2023, total unrecognized compensation expense related to PSUs was approximately $6.4 million, and
the weighted-average vesting period was 1.4 years. The fair value of each PSU award is estimated at the date of grant using
a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield.
Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the
three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions
used to value the PSUs granted during the years ended December 31, 2023, 2022 and 2021:
Expected term (years)
Expected volatility
Expected annual dividend
Risk free rate
Employee Stock Purchase Plan
Year Ended December 31,
2023
2022
2021
3.0
56.8 %
0.0 %
4.4 %
3.0
40.6 %
0.0 %
1.8 %
3.0
57.1 %
0.0 %
0.2 %
The Company's Board of Directors adopted the Uniti Group Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP
authorizes us to issue up to 2,000,000 shares of our common stock to any of our employees so long as the employee is
employed on the first day of the applicable offering period. Under the ESPP, there are two six-month plan periods during
each calendar year, one beginning January 1 and ending on June 30, and one beginning on July 1 and ending on December
31. Under the terms of the ESPP, employees can choose each plan period to have up to 15% of their annual base earnings,
limited to $25,000 withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of its
beginning-of-period or end-of-period market price. Under the ESPP the Company issued 172,641, 69,854 and 74,950
shares during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there were
93
1,502,480 shares available for future issuance under the ESPP. The following table summarizes the assumptions used to
value the purchase rights granted under the ESPP during the years ended December 31, 2023, 2022 and 2021:
Expected term (years)
Expected volatility
Expected annual dividend
Risk free rate
Year Ended December 31,
2023
2022
2021
0.5
58.0 %
12.2 %
5.4 %
0.5
12.0 %
6.1 %
2.5 %
0.5
28.0 %
5.5 %
0.1 %
For the years ended December 31, 2023, 2022 and 2021, we recognized $12.5 million, $12.8 million and $13.8 million,
respectively, of compensation expense related to restricted stock awards, performance-based awards and the ESPP, which
is recorded in general and administrative expense on our Consolidated Statements of (Loss) Income.
Note 15. Earnings Per Share
Our 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 FASB ASC 260, Earnings per Share.
We also have outstanding PSUs that contain forfeitable rights to receive dividends. Therefore, the awards are considered
non-participating restrictive shares and not dilutive under the two-class method until performance conditions are met.
During the year ended December 31, 2023, approximately 1,053,189 PSUs were excluded from the computation of diluted
earnings per share, as their effect would have been anti-dilutive. During the year ended December 31, 2022, approximately
604,000 PSUs were excluded from the computation of diluted net loss per share because the performance conditions had
not been met.
The dilutive effect of the Exchangeable Notes and the Convertible 2027 Notes (see Note 13) are 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 the number of weighted average shares. The dilutive effect of the Warrants (see Note 11) is
calculated using the treasury-stock method. During the years ended December 31, 2023, 2022 and 2021, 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.
94
The following sets forth the computation of basic and diluted earnings per share under the two-class method:
(Thousands, except per share data)
Basic earnings per share:
Numerator:
Year Ended December 31,
2023
2022
2021
Net (loss) income attributable to shareholders
$
(81,713) $
(8,275) $
123,660
Less: Income allocated to participating securities
Dividends declared on convertible preferred stock
(1,207)
(1,135)
(20)
(20)
(1,077)
(10)
Net (loss) income attributable to common shares
$
(82,940) $
(9,430) $
122,573
Denominator:
Basic weighted-average common shares outstanding
236,401
235,567
Basic (loss) earnings per common share
$
(0.35) $
(0.04) $
232,888
0.53
(Thousands, except per share data)
Diluted earnings per share:
Numerator:
Year Ended December 31,
2023
2022
2021
Net (loss) income attributable to shareholders
$
(81,713) $
(8,275) $
123,660
Less: Income allocated to participating securities
Dividends declared on convertible preferred stock
Impact on if-converted dilutive securities
(1,207)
(1,135)
(20)
—
(20)
—
(1,077)
(10)
11,926
Net (loss) income attributable to common shares
$
(82,940) $
(9,430) $
134,499
Denominator:
Basic weighted-average common shares outstanding
236,401
235,567
Impact on if-converted dilutive securities
Effect of dilutive non-participating securities
—
—
—
—
Weighted-average shares for dilutive earnings per common share
236,401
235,567
Dilutive (loss) earnings per common share
$
(0.35) $
(0.04) $
232,888
30,809
380
264,077
0.51
For the year ended December 31, 2023, 53,700,524 potential common shares related to the Convertible 2027 Notes and the
Exchangeable Notes were excluded from the computation of earnings per share, as their effect would have been anti-
dilutive. For the year ended December 31, 2022, 33,472,978 potential common shares related to the Convertible 2027
Notes and the Exchangeable Notes were excluded from the computation of earnings per share, as their effect would have
been anti-dilutive.
Note 16. Segment Information
Our management, including our chief executive officer, who is our chief operating decision maker, managed our operations
as two reportable segments, Uniti Leasing and Uniti Fiber, in addition to our corporate operations, as described below.
Uniti Leasing: Represents the operations of our leasing business, Uniti Leasing, 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, Uniti Fiber, which is a leading provider of infrastructure
solutions, including cell site backhaul and dark fiber, to the telecommunications industry.
95
Corporate: Represents our corporate office and shared service functions. Certain costs and expenses, primarily related to
headcount, 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 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, costs associated with the
implementation of our enterprise resource planning system, goodwill impairment charges, executive 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.
Selected financial data related to our segments is presented below for the years ended December 31, 2023, 2022 and 2021:
(Thousands)
Revenues
Adjusted EBITDA
Less:
Interest expense, net
Year Ended December 31, 2023
Uniti Leasing
Uniti Fiber
Corporate
Total of
Reportable
Segments
$
$
852,772 $
297,059 $
— $
1,149,831
829,557 $
115,723 $
(21,778) $
923,502
Depreciation and amortization
178,872
131,600
56
Other, net
Transaction related and other costs
Gain on sale of real estate
Goodwill impairment
Stock-based compensation
Income tax benefit
Adjustments for equity in earnings from
unconsolidated entities
Net loss
512,349
310,528
20,893
12,611
(2,164)
203,998
12,491
(68,474)
$
3,019
(81,749)
Capital expenditures
$
277,235 $
139,767 $
— $
417,002
96
(Thousands)
Revenues
Adjusted EBITDA
Less:
Interest expense, net
(Thousands)
Revenues
Adjusted EBITDA
Less:
Interest expense, net
Year Ended December 31, 2022
Uniti Leasing
Uniti Fiber
Corporate
Total of
Reportable
Segments
$
$
827,457 $
301,390 $
— $
1,128,847
806,027 $
125,361 $
(25,492) $
905,896
Depreciation and amortization
172,007
120,666
115
Other, net
Transaction related and other costs
Gain on sale of operations
Gain on sale of real estate
Goodwill impairment
Stock-based compensation
Income tax benefit
Adjustments for equity in earnings from
unconsolidated entities
Net loss
376,832
292,788
(4,790)
10,340
(176)
(433)
240,500
12,751
(17,365)
3,571
(8,122)
$
Capital expenditures
$
263,269 $
163,962 $
336 $
427,567
Year Ended December 31, 2021
Uniti Leasing
Uniti Fiber
Corporate
Total of
Reportable
Segments
$
$
801,497 $
299,025 $
— $
1,100,522
784,061 $
118,452 $
(24,232) $
878,281
Depreciation and amortization
174,622
116,065
255
Other, net
Transaction related and other costs
Gain on sale of operations
Gain on sale of real estate
Stock-based compensation
Income tax benefit
Adjustments for equity in earnings from
unconsolidated entities
Net loss
446,296
290,942
24,917
7,544
(28,143)
(442)
13,847
(4,916)
3,491
$
124,745
Capital expenditures
$
223,251 $
162,463 $
141 $
385,855
97
Total assets by business segment as of December 31, 2023 and December 31, 2022 are as follows:
(Thousands)
Uniti Leasing
Uniti Fiber
Corporate
Total of reportable segments
Note 17. Commitments and Contingencies
Litigation
December 31,
2023
2022
$
2,936,972 $
2,705,934
1,956,381
2,076,136
131,776
69,159
$
5,025,129 $
4,851,229
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.
In accordance with ASC 450, we recorded $38.9 million of settlement expense within general and administrative expense
within our Consolidated Statement of (Loss) Income during the first quarter of 2022, related to the settlement of that certain
shareholder class action previously filed in the U.S. District Court for the Eastern District of Arkansas under the caption In
re Uniti Group Inc. Securities Litigation (the “Class Action”). On June 17, 2022, the parties signed a stipulation of
settlement related to the Class Action and plaintiffs moved for preliminary approval of the settlement. On November 7,
2022, the court granted final approval of the settlement. As the amount was not paid until the first quarter of 2024, it is
recorded within accounts payable, accrued expenses and other liabilities, net within our Consolidated Balance Sheets as of
December 31, 2023. Additionally, we recorded the probable insurance recovery of $38.9 million as a reduction to general
and administrative expense during the first quarter of 2022 within our Consolidated Statement of (Loss) Income. As the
recovery was not received until the first quarter of 2024, it is recorded within other assets on the Consolidated Balance
Sheets as of December 31, 2023.
On August 17, 2021, shareholders filed a derivative action on behalf of the Company in the Circuit Court for Baltimore
City, Maryland, under the caption Mayer et al. v. Gunderman et al. (the “Mayer Derivative Action”). On February 11,
2022, a shareholder filed a derivative action on behalf of the Company in the federal District Court for the District of
Maryland, under the caption Guzzo et al. v. Gunderman et al. (the “Guzzo Derivative Action” and together, with the Mayer
Derivative Action, the "Derivative Actions"). Various members of the Company's board of directors and management team
were named as defendants in the Derivative Actions. The allegations in the Derivative Actions are similar to those in the
Class Action, and both sought unspecified damages, equity relief and related costs and fees. On March 3, 2023, the parties
to the Derivative Actions signed a stipulation of settlement agreeing to settle the actions in exchange for non-monetary
damages, and also agreeing to an award of attorney’s fees and expenses to plaintiffs’ counsel in both actions in the amount
of $0.8 million. The court in the Mayer Derivative Action granted final approval to the settlement on May 9, 2023 and
dismissed the action. On May 11, 2023, the parties to the Guzzo Derivative Action filed a stipulation and order of dismissal
in the action based on the final approval of the settlement in the Mayer Derivative Action, which was entered on May 25,
2023.
We maintain insurance policies that would provide coverage to various degrees for potential liabilities arising from the
legal proceedings described above.
Note 18. Accumulated Other Comprehensive Income
In 2015, we entered into fixed for floating interest rate swap agreements to mitigate the interest rate risk inherent in our
variable rate senior secured term loan facility. As result of the repayment of the senior secured term loan facility in 2020,
we entered into receive-fixed interest rate swaps to offset our existing pay-fixed interest rate swaps, which matured on
October 24, 2022. The Company discontinued hedge accounting as the hedge accounting requirements were no longer met
98
and amounts in accumulated other comprehensive (loss) income as of the date of de-designation, were reclassified to
interest expense as the hedged transactions impacted earnings.
Changes in accumulated other comprehensive income (loss) by component is as follows for the years ended December 31,
2023, 2022 and 2021:
(Thousands)
2023
2022
2021
Cash flow hedge changes in fair value (loss) gain:
Balance at beginning of period
$
(30,353) $
(30,353) $
(30,353)
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive
income
Net other comprehensive loss
Less: Other comprehensive loss attributable to noncontrolling
interest
Balance at end of period
Interest rate swap termination:
Balance at beginning of period attributable to common
shareholders
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 common shareholders
—
—
—
—
—
—
(30,353)
(30,353)
(30,353)
—
—
—
(30,353)
(30,353)
(30,353)
30,353
21,189
9,986
—
30,353
—
30,353
9,243
30,432
79
30,353
11,317
21,303
114
21,189
(9,164)
Accumulated other comprehensive income (loss) at end of period
$
— $
— $
Note 19. Income Taxes
We elected on our initial U.S. federal income tax return to be treated as a REIT under the Code. To qualify as a REIT, we
must distribute at least 90% of our annual REIT taxable income, determined without regard to the dividends paid deduction
and excluding any capital gains, to shareholders, and meet certain organizational and operational requirements, including
asset holding requirements. As a REIT, we will generally not be subject to U.S. federal income tax on income that we
distribute as dividends to our shareholders. If we fail to qualify as a REIT in any taxable year unless certain relief
provisions apply, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates,
and we could not deduct dividends paid to our shareholders in computing taxable income. Any resulting corporate liability
could be substantial and could materially and adversely affect our net income and net cash available for distribution to
shareholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from
reelecting to be taxed as a REIT for the four taxable years following the year in which we failed to qualify as a REIT.
We are subject to the statutory requirements of the locations in which we conduct business, and state and local income
taxes are accrued as deemed required in the best judgment of management based on analysis and interpretation of
respective tax laws.
We have elected to treat the subsidiaries through which we operate Uniti Fiber and certain subsidiaries of Uniti Leasing as
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.
99
Income tax expense (benefit) for the years ended December 31, 2023, 2022 and 2021 as reported in the accompanying
Consolidated Statements of (Loss) Income was comprised of the following:
(Thousands)
Current
Federal
State
Total current expense
Deferred
Federal
State
Total deferred benefit
Total income tax benefit
Year Ended December 31,
2023
2022
2021
$
(753) $
8,782 $
776
23
2,762
11,544
(53,188)
(15,309)
(68,497)
(22,804)
(6,105)
(28,909)
$
(68,474) $
(17,365) $
(71)
1,622
1,551
(5,066)
(1,401)
(6,467)
(4,916)
An income tax expense reconciliation between the U.S. statutory tax rate and the effective tax rate is as follows:
(Thousands)
Year Ended December 31,
2023
2022
2021
Income (loss) from continuing operations, before tax
$
(150,223) $
(25,487) $
119,844
Income tax expense (benefit) at U.S. statutory federal rate
(31,547)
(5,352)
25,167
Increases (decreases) resulting from:
State taxes, net of federal benefit
Benefit of REIT status
Impairment of nondeductible goodwill
Return to accrual
Permanent differences
Income tax benefit
(11,219)
(24,796)
(2,255)
288
(46,604)
(30,565)
—
36,895
(1,298)
386
(44)
(5)
—
193
1
$
(68,474) $
(17,365) $
(4,916)
The effective tax rate on income from continuing operations differs from tax at the statutory rate primarily due to our status
as a REIT, and goodwill impairment which is not fully deductible for tax purposes in all years presented.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
100
The components of the Company's deferred tax assets and liabilities are as follows:
(Thousands)
Deferred tax assets:
Deferred revenue
Stock-based compensation
Asset retirement obligation
Inventory reserve
Excess business interest expense
Lease asset liability
Settlement obligation
Debt discount and interest expense
Other intangible amortization
Other
Net operating loss carryforwards
Deferred tax assets
Deferred tax liabilities:
Property, plant and equipment
Customer list intangible
Other intangible amortization
Right of use asset
Deferred or prepaid costs
Other
Deferred tax liabilities
Deferred tax asset, net
December 31,
2023
December 31,
2022
$
31,123 $
30,616
629
1,511
133
24,090
12,715
605
841
27,494
4,560
156,482
$
260,183 $
$
(97,459) $
(37,159)
—
(12,489)
(3,792)
(156)
528
2,213
140
14,037
14,325
680
2,593
—
3,035
143,733
211,900
(94,889)
(39,125)
(18,320)
(15,384)
(3,533)
(18)
$
(151,055) $
(171,269)
$
109,128 $
40,631
As of December 31, 2023, the Company’s deferred tax assets were primarily the result of U.S. federal and state NOL
carryforwards.
As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could
impact management’s view with regard to future realization of deferred tax assets. Management has evaluated sources of
future taxable income, including the Company’s significant deferred tax liabilities and available tax planning strategies,
and determined that sufficient positive evidence exists as of December 31, 2023, to conclude that it is more likely than not
that all of its deferred tax assets are realizable, and therefore, no valuation allowance has been recorded.
We have total federal NOL carryforwards as of December 31, 2023 of approximately $164.4 million which will expire
between 2030 and 2037, and approximately $391.3 million which will not expire but the utilization of which will be
limited to 80% of taxable income annually under provisions enacted in the Tax Cut and Jobs Act.
With the exception of Tower Cloud, Inc., whose outstanding equity we acquired 100% of in August 2016, and Uniti Fiber
Holdings Inc., our 2020 returns remain open to examination. As Tower Cloud, Inc. and Uniti Fiber Holdings Inc. have
NOLs available to carry forward, the applicable tax years will generally remain open to examination several years after the
applicable loss carryforwards have been utilized or expire.
101
The Company or its subsidiaries file tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and
certain foreign jurisdictions. A reconciliation of the Company’s beginning and ending liability for unrecognized tax
benefits is as follows:
(Thousands)
Balance at January 1
Balance at December 31
2023
2022
$
$
1,734 $
1,734 $
1,734
1,734
The Company’s entire liability for unrecognized tax benefit would affect the annual effective tax rate if recognized.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as additional tax expense. The
Company recorded no interest expense and penalties for the period ending December 31, 2023. The Company’s balance of
accrued interest and penalties related to unrecognized tax benefits as of December 31, 2023 was $1.3 million.
Note 20. Supplemental Cash Flow Information
Cash paid for interest expense, net of capitalized interest and income taxes, net of refunds for the years ended
December 31, 2023, 2022 and 2021 is as follows:
(Thousands)
Cash payments for:
Interest, net of capitalized interest
Income taxes, net of refunds
Note 21. Capital Stock
Year Ended December 31,
2023
2022
2021
$
$
460,734 $
335,920 $
375,578
1,289 $
9,437 $
1,386
The limited partner equity 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.
During the year ended December 31, 2023, the company exchanged no OP Units held by third parties. During the year
ended December 31, 2022, the Company exchanged 591,349 OP Units held by third parties, of which 244,683 OP Units
were exchanged for an equal number of common shares of the Company and 346,667 OP Units were exchanged for cash
consideration of $4.6 million, representing approximately 85% of the OP Units held by third parties with a carrying value
of $11.9 million as of the exchange dates.
We are authorized to issue up to 500,000,000 shares of voting common stock and 50,000,000 shares of preferred stock, of
which 236,558,601 and 0 shares, respectively, were outstanding at December 31, 2023. We had 263,441,399 shares of
voting common stock available for issuance at December 31, 2023.
Note 22. Dividends (Distributions)
Distributions with respect to our common stock is characterized for federal income tax purposes as taxable ordinary
dividends, capital gains dividends, non-dividend distribution or a combination thereof. For the years ended December 31,
2023, 2022, and 2021, our common stock distribution per share was $0.45, $0.75 and $0.45, respectively, characterized as
follows:
Ordinary dividends
Capital gain distribution
Total
Year Ended December 31,
2022
2021
2023
$
$
$
0.45 $
— $
0.45 $
0.75 $
— $
0.75 $
0.45
—
0.45
102
Note 23. Employee Benefit Plan
We sponsor a defined contribution plan under section 401(k) of the Internal Revenue Code, which covers employees who
are 21 years of age and over. Under this plan, we match voluntary employee contributions at a rate of 100% for the first 3%
of an employee’s annual compensation and at a rate of 50% for the next 2% of an employee’s annual compensation.
Employees vest in our contribution immediately. Our expense related to the plan recognized for the years ended
December 31, 2023, 2022 and 2021 was $2.3 million, $2.2 million and $2.1 million, respectively.
We sponsor a deferred compensation plan. The plan is established and maintained by the Company primarily to permit
certain management or highly compensated employees of the Company and its subsidiaries, within the meaning of Section
301(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to defer a percentage of their
compensation. The plan is an unfunded deferred compensation plan intended to qualify for the exemptions provided in, and
shall be administered in a manner consistent with Section 201, 301 and 401 of ERISA and Section 409A of the Internal
Revenue Code of 1986, as amended.
Note 24. Subsequent Events
Asset-Backed Securities Facility
On February 23, 2024, Uniti Fiber Bridge Borrower LLC (the “ABS Borrower”), Uniti Fiber Bridge HoldCo LLC and
Uniti Fiber GulfCo LLC (together, the “ABS Loan Parties”), each an indirect subsidiary of the Company, entered into a
bridge loan and security agreement, dated as of February 23, 2024 (the “ABS Loan Agreement”) by and among the ABS
Loan Parties, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank and
verification agent, Barclays Bank PLC, as facility agent, and the lenders identified therein.
The ABS Loan Agreement provides for a secured, multi-draw term loan facility of up to $350 million (the “ABS Loan
Facility”). Unless otherwise terminated pursuant to the terms of the ABS Loan Agreement, the ABS Loan Facility matures
on the date that is 18 months from the initial draw thereunder (the “Closing Date”). The Company intends to refinance the
ABS Loan Facility in full with proceeds from a long-term ABS facility secured primarily by certain Uniti Fiber network
assets.
Amounts outstanding under the ABS Loan Facility will bear interest at a floating rate equal to, at the Company’s option,
either (i) the one-month or three-month Secured Overnight Financing Rate (“SOFR”), plus a spread of 3.75% per annum or
(ii) Base Rate (as defined in the ABS Loan Agreement), plus a spread of 2.75% per annum; provided that the spread will
automatically increase to (a) 4.50% per annum in the case of loans bearing interest based on SOFR and 3.50% per annum
in the case of loans bearing interest based on Base Rate, in each case to the extent outstanding on and after the date that is
12 months following the Closing Date and (b) 5.25% per annum in the case of loans bearing interest based on SOFR and
4.25% per annum in the case of loans bearing interest based on Base Rate, in each case to the extent outstanding on and
after the date that is 15 months following the Closing Date. The Company intends to cap SOFR interest expense for the
duration of the ABS Loan Facility pursuant to an interest rate protection agreement.
In connection with the ABS Loan Facility, the Company formed Uniti Fiber ABS Parent LLC, an indirect subsidiary that
qualifies as a bankruptcy-remote special purpose entity (“ABS Parent”), and directed the formation of the ABS Loan
Parties, which are direct and indirect subsidiaries of ABS Parent. Each of the ABS Loan Parties is a Delaware limited
liability company and a special purpose, bankruptcy-remote, indirect subsidiary of the Company. The ABS Loan Facility is
secured by equity in the ABS Borrower and substantially all of the assets of the ABS Loan Parties (subject to certain
customary limited exceptions) and is non-recourse to the Company. Each of the ABS Loan Parties and ABS Parent was
designated as an unrestricted subsidiary under the Credit Agreement (as defined herein) and the applicable indentures
governing the Company’s outstanding senior notes. The assets of the ABS Loan Parties will only be available for payment
of the obligations arising under the ABS Loan Agreement and will not be available to pay any obligations or claims of the
Company’s other creditors.
In connection with the initial funding under the ABS Loan Facility on the Closing Date, the Company will, directly or
indirectly, (i) transfer certain Uniti Fiber non-regulated and interstate customer contracts and related equipment to the ABS
Loan Parties and (ii) grant an indefeasible right of use in the related fiber network assets to such ABS Loan Parties. In
addition, certain of the ABS Loan Parties will enter into a management agreement (the “Management Agreement”) with
Uniti Fiber Holdings Inc. (the “Manager”), pursuant to which the Manager will be responsible for servicing and
administering the assets securing the ABS Loan Facility and be permitted to make reimbursable servicing advances in
respect of the collateral securing the ABS Loan Facility under certain circumstances.
103
The ABS Loan Agreement contains customary covenants limiting the ability of the ABS Loan Parties to: incur or guarantee
additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments
or other restricted payments; sell fiber network assets; enter into transactions with affiliates; and create restrictions on the
ability of the ABS Loan Parties to incur liens on their assets constituting collateral to secure obligations under the ABS
Loan Agreement. These covenants are subject to a number of limitations, qualifications and exceptions. The ABS Loan
Agreement also contains a maximum leverage financial maintenance covenant and customary events of default.
CableSouth
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 "Transaction"). The Transaction closed on January 31, 2024.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-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 December 31, 2023. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as
of December 31, 2023, due to the material weakness in our internal control over financial reporting, as described below.
In light of the material weakness described below, management performed additional analysis and other procedures to
ensure that our consolidated financial statements were prepared in accordance with US GAAP. Accordingly, management
believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all
material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in
accordance with US GAAP.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined
in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles, and includes those policies and
procedures that:
•
•
Pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and
104
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our principal executive officer and principal financial officer, under the
oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of
December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).
Based on that evaluation, management concluded that the Company's internal control over financial reporting was not
effective as of December 31, 2023, due to the material weakness described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be
prevented or detected on a timely basis.
The Company did not have a sufficient complement of personnel with appropriate technical expertise to perform an
effective risk assessment related to determining the income tax impact of goodwill impairments. As a result, certain control
activities in the goodwill and tax processes were not designed and implemented effectively.
This material weakness resulted in immaterial misstatements to goodwill, deferred income tax assets, income tax benefit,
and goodwill impairment that have been corrected prior to issuance of the consolidated financial statements as of and for
the year ended December 31, 2023. Furthermore, the control deficiency described above created a reasonable possibility
that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.
Therefore, we concluded that the deficiency represents a material weakness in our internal control over financial reporting
and, as a result, our internal control over financial reporting was not effective as of December 31, 2023.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements
included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company's internal
control over financial reporting. KPMG LLP's report appears in Part II, Item 8 of this Annual Report on Form 10-K.
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) and
15d-15(f) under the Exchange Act, during the quarter ended December 31, 2023 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Remediation Plan
Management is implementing corrective actions to remediate the material weakness. The remedial actions we are taking,
and expect to take, include educating and re-training employees, enhancing risk assessment and the design of control
activities related to determining the income tax implications associated with nonroutine transactions such as goodwill
impairment.
We believe that these actions, and the improvements we expect to achieve as a result, will effectively remediate the
material weakness. However, the material weakness in our internal control over financial reporting will not be considered
remediated until the operation of the remediated control is sufficiently tested. We expect that the remediation of this
material weakness will be completed in fiscal 2024.
Item 9B. Other Information.
(a) None.
105
(b) During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule
16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading
arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
106
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
Except as set forth below, the information required by this item is incorporated by reference from the definitive proxy
statement to be filed within 120 days after December 31, 2023, pursuant to Regulation 14A under the Exchange Act in
connection with our 2024 annual meeting of stockholders.
We have a code of ethics as defined in Item 406 of Regulation S-K which applies to all of our directors and employees,
including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons
performing similar functions. A copy of this code of ethics, titled “Code of Business Conduct and Ethics and
Whistleblower Policy,” is available free of charge in the Corporate Governance section of the About Us page on our
website at www.uniti.com. We intend to satisfy the disclosure requirements of Form 8-K regarding any amendment to, or a
waiver from, any provision of our code of ethics by posting such amendment or waiver on our website.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference from the definitive proxy statement to be filed within
120 days after December 31, 2023, pursuant to Regulation 14A under the Exchange Act in connection with our 2024
annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Except as set forth below, the information required by this item is incorporated by reference from the definitive proxy
statement to be filed within 120 days after December 31, 2023, pursuant to Regulation 14A under the Exchange Act in
connection with our 2024 annual meeting of stockholders.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information about our equity compensation plan as of December 31, 2023:
EQUITY COMPENSATION PLAN INFORMATION
Plan category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security
holders
Total
Number of
securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
—
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
—
Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities
reflected in column
(a))
(c)
10,138,642
1
—
—
—
—
—
10,138,642
1 Amount includes 8,636,162 shares available for issuance under the Uniti Group Inc. 2015 Equity Incentive Plan and
1,502,480 shares under the Uniti Group Inc. Employee Stock Purchase Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference from the definitive proxy statement to be filed within
120 days after December 31, 2023, pursuant to Regulation 14A under the Exchange Act in connection with our 2024
annual meeting of stockholders.
107
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference from the definitive proxy statement to be filed within
120 days after December 31, 2023, pursuant to Regulation 14A under the Exchange Act in connection with our 2024
annual meeting of stockholders.
108
Item 15. Exhibit and Financial Statement Schedules.
Financial Statements
PART IV
See Index to Consolidated Financial Statements in “Financial Statements and Supplementary Data.”
Financial Statement Schedules
Uniti Group Inc. Schedule I – Condensed Financial Information of the Registrant (Parent Company) Condensed Balance
Sheets as of December 31, 2023 and 2022, and the related Condensed Statements of Comprehensive Income and Cash
Flows for each of the three years ended December 31, 2023, including the related notes, appearing on pages S-1, S-2, S-3,
and S-4 of this report.
Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts for each of the three years ended December 31, 2023
appearing on page S-5 of this report.
Uniti Group Inc. Schedule III – Schedule of Real Estate Investments and Accumulated Depreciation as of December 31,
2023 appearing on page S-6 of this report.
Index to Exhibits
Exhibit No.
2.1
2.2
3.1
3.2
3.3
3.4
4.1*
4.2
4.3
Description
Separation and Distribution Agreement, dated as of March 26, 2015, by and among Windstream Holdings,
Inc., Windstream Services, LLC and Communications Sales & Leasing, Inc. (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 March 26,
2015 (File No. 001-36708))
Second Amended and Restated Agreement of Limited Partnership of Uniti Group LP, dated as of
December 12, 2022 (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form
10-K dated and filed with the SEC as of February 28 2023 (File No. 001-36708))
Articles of Amendment and Restatement of Communications Sales & Leasing, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
April 10, 2015 (File No. 001-36708))
Articles of Amendment of Communications Sales & Leasing, Inc. (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 28, 2017
(File No. 001-36708))
Articles of Amendment of Uniti Group Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of May 18, 2018 (File No. 001-36708))
Amended and Restated Bylaws of Uniti Group Inc., as amended November 1, 2023 (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as
of November 2, 2023 (File No. 001-36708))
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934
Indenture, dated as of June 28, 2019, among Uniti Fiber Holdings, Inc., as issuer, Uniti Group Inc. and the
other guarantors named therein, as guarantors, and Deutsche Bank Trust Company Americas, as trustee,
governing the 4.00% Exchangeable Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated June 25, 2019 and filed with the SEC as of June 28, 2019
(File No. 001-36708))
Form of 4.00% Exchangeable Senior Notes due 2024 (included in Exhibit 4.2 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 25, 2019 and filed with
the SEC as of June 28, 2019 (File No. 001-36708))
109
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
10.1
10.2
10.3
10.4
Indenture, dated February 2, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas,
as trustee, governing the 6.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated and filed with the SEC as of February 2, 2021 (File No.
001-36708))
Form of 6.500% Senior Notes due 2029 (included in Exhibit 4.4 above) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 2,
2021 (File No. 001-36708))
Indenture, dated as April 20, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche Bank Trust Company Americas,
as trustee and collateral agent, governing the 4.750% Senior Secured Notes due 2028 (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20,
2021 (File No. 001-36708))
Form of 4.750% Senior Secured Notes due 2028 (included in Exhibit 4.6 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20,
2021 (File No. 001-36708))
Indenture, dated October 13, 2021, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group
Finance 2019 Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee, governing the 6.000% Senior Notes due 2030 (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
October 13, 2021 (File No. 001-36708))
Form of 6.000% Senior Notes due 2030 (included in Exhibit 4.8 above) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 13,
2021 (File No. 001-36708))
Indenture, dated December 12, 2022, among Uniti Group Inc., the other guarantors party thereto and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No. 001-36708))
Form of 7.50% Convertible Senior Notes due 2027 (included in Exhibit 4.10 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
December 12, 2022 (File No. 001-36708))
Indenture, dated as February 14, 2023, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti
Group Finance 2019 Inc. and CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche
Bank Trust Company Americas, as trustee and collateral agent, governing the 10.50% Senior Secured
Notes due 2028 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 14, 2023 (File No. 001-36708))
Form of 10.50% Senior Secured Notes due 2028 (included in Exhibit 4.12 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
February 14, 2023 (File No. 001-36708))
Settlement Agreement, dated as of May 12, 2020 by and among Windstream Holdings, Inc., Windstream
Services, LLC and certain of their subsidiaries, and Uniti Group Inc. and certain of its subsidiaries
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on May 15, 2020 (File No. 001-36708))
Amended and Restated ILEC Master Lease, entered into as of September 18, 2020, by and between CSL
National, LP and the other entities listed therein, as Landlord, and Windstream Holdings II, LLC (as
successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (as successor in interest
to Windstream Services, LLC) and the other entities listed therein, as Tenant (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020
(File No. 001-36708))
Amended and Restated CLEC Master Lease, entered into as of September 18, 2020, by and between CSL
National, LP and the other entities listed therein, as Landlord, and Windstream Holdings II, LLC (as
successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (as successor in interest
to Windstream Services, LLC) and the other entities listed therein, as Tenant (incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020
(File No. 001-36708))
Tax Matters Agreement, entered into as of April 24, 2015, by and among Windstream Holdings, Inc.,
Windstream Services, LLC and Communications Sales & Leasing, Inc. (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of April 27,
2015 (File No. 001-36708))
110
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
Credit Agreement, dated as of April 24, 2015, by and among Communications Sales & Leasing, Inc. and
CSL Capital, LLC, as Borrowers, the guarantors party thereto, the lenders party thereto from time to time
and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer
(incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K dated and filed
with the SEC as of April 27, 2015 (File No. 001-36708))
Amendment No. 1 to the Credit Agreement, dated as of October 21, 2016 by and among Communications
Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of October 21, 2016 (File No. 001-36708))
Amendment No. 2 to the Credit Agreement, dated as of February 9, 2017 by and among Communications
Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of February 9, 2017 (File No. 001-36708))
Amendment No. 3 (Incremental Amendment) to the Credit Agreement, dated as of April 28, 2017 by and
among Uniti Group Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders
party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of May 1, 2017 and
filed with the SEC as of May 2, 2017 (File No. 001-36708))
Amendment No. 4 and Limited Waiver to the Credit Agreement, dated as of March 18, 2019, among Uniti
Group Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc. and CSL Capital, LLC, as
borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as
administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Company’s
Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No. 001-36708))
Amendment No. 5 to the Credit Agreement, dated as of June 24, 2019, among Uniti Group Inc., as parent
guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers, the guarantors
party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral
agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and
filed with the SEC as of June 24, 2019 (File No. 001-36708))
Amendment No. 6 and Limited Waiver to the Credit Agreement, dated as of February 10, 2020, among
Uniti Group LP, Uniti Group Finance 2019 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 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on February 10, 2020 (File No. 001-36708))
Amendment No. 7 to the Credit Agreement, dated as of December 10, 2020, by and among Uniti Group
Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers,
the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent
and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K dated and filed with the SEC as of December 10, 2020 (File No. 001-36708))
Amendment No. 8 to the Credit Agreement, dated as of March 24, 2023, 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 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of March 27, 2023 (File No. 001-36708))
Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2019, by and among Uniti
Group LP, CSL Capital, LLC, Uniti Group Finance, Inc., and Uniti Fiber Holdings, Inc., as Issuers, and
Deutsche Bank Trust Company Americas, as successor trustee, and Wells Fargo Bank, N.A., as resigning
trustee (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q dated
and filed with the SEC as of August 8, 2019 (File No. 001-36708))
Borrower Assumption Agreement and Joinder, dated as of May 9, 2017 by and among Uniti Group Inc.,
as initial borrower, Uniti Group LP and Uniti Group Finance Inc., as borrowers, the guarantors party
thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed
with the SEC as of May 9, 2017 (File No. 001-36708))
111
10.16
10.17
10.18+
10.19+
10.20+
10.21+
10.22+
10.23+
10.24+
10.25+
10.26+
10.27+
10.28+
10.29
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
Recognition Agreement, dated April 24, 2015, by and among CSL National, LP and the other entities
listed therein, as Landlord, and Windstream Holdings, Inc., as Tenant, and JPMorgan Chase Bank, N.A.,
as administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of April 27, 2015 (File No. 001-36708))
Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No.
001-36708))
Employment Agreement between Uniti Group Inc. and Kenneth Gunderman, effective as of December 14,
2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and
filed with the SEC as of December 14, 2018 (File No. 001-36708))
Form of Severance Agreement for executive officers (incorporated by reference to Exhibit 10.18 to the
Company’s Annual Report on Form 10-K dated and filed with the SEC as of February 28, 2023 (File No.
001-36708))
Uniti Group Inc. 2015 Equity Incentive Plan, as amended and restated effective April 11, 2023
(incorporated by reference to Exhibit 102 to the Company’s Quarterly Report on Form 10-Q dated and
filed with the SEC as of May 4, 2023 (File No. 001-36708))
Form of Restricted Shares Agreement for employees (incorporated by reference to Exhibit 10.19 to the
Company’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No.
001-36708))
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.21
to the Company’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File
No. 001-36708))
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.22
to the Company’s Annual Report on Form 10-K dated and filed with the SEC as of February 28, 2023
(File No. 001-36708))
Form of Restricted Shares Agreement for non-employee directors (incorporated by reference to Exhibit
10.5 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of June 3, 2015 (File
No. 001-36708))
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Registration
Statement on Form S-4 dated and filed with the SEC as of July 2, 2015 (File No. 333-205450))
Communications Sales & Leasing, Inc. Deferred Compensation Plan, effective August 10, 2015
(incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q dated and
filed with the SEC as of August 13, 2015 (File No. 001-36708))
Uniti Group Inc. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated and filed with the SEC as of
June 7, 2018 (File No. 333-225501))
Uniti Group Inc. Annual Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as of May 11, 2020 (File No.
001-36708))
Bridge Loan and Security Agreement, dated as of February 23, 2024, by and among Uniti Fiber Bridge
Borrower LLC, Uniti Fiber Bridge HoldCo LLC, the subsidiary guarantors from time to time party
thereto, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank
and verification agent, Barclays Bank PLC, as facility agent, and the lenders from time to time party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
and filed with the SEC as of February 26, 2024 (File No. 001-36708)
List of Subsidiaries of Uniti Group Inc.
Consent of KPMG LLP, independent registered public accounting firm
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.
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
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
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
112
97*
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Uniti Group Inc. Policy Regarding Repayment or Forfeiture of Certain Compensation by Executive
Officers (“Clawback Policy”)
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.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
____________________
* Filed herewith
+ Constitutes a management contract or compensation plan or arrangement.
Item 16. Form 10-K Summary
None.
113
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date: February 29, 2024
By:
UNITI GROUP INC.
/s/ Kenneth A. Gunderman
Kenneth A. Gunderman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Kenneth A. Gunderman
Kenneth A. Gunderman
President and Chief Executive Officer
(Principal Executive Officer)
February 29, 2024
/s/ Paul E. Bullington
Senior Vice President – Chief Financial Officer and
Treasurer
February 29, 2024
Paul E. Bullington
(Principal Financial Officer)
/s/ Travis T. Black
Travis T. Black
Senior Vice President – Chief Accounting Officer
February 29, 2024
(Principal Accounting Officer)
/s/ Francis X. Frantz
Chairman and Director
February 29, 2024
Francis X. Frantz
/s/ Jennifer S. Banner
Director
Jennifer S. Banner
/s/ Scott G. Bruce
Scott G. Bruce
Director
/s/ Carmen Perez-Carlton
Director
Carmen Perez-Carlton
February 29, 2024
February 29, 2024
February 29, 2024
114
Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Condensed Balance Sheets
(Thousands, except par value)
Assets:
Cash and cash equivalents
Other assets
Total Assets
Liabilities:
Accrued other liabilities
Dividends payable
Notes and other debt, net
Cash distributions and losses in excess of investments in consolidated subsidiaries
Total liabilities
Shareholders' Deficit:
December 31,
2023
December 31,
2022
$
$
$
627 $
—
627 $
2,733
202
2,935
6,441 $
36,144
298,408
2,146,026
2,487,019
5,152
—
296,732
1,974,628
2,276,512
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:
236,559 shares at December 31, 2023 and 235,829 at December 31, 2022
Additional paid-in capital
Distributions in excess of accumulated earnings
Total Uniti shareholders' deficit
—
24
—
24
1,221,824
1,210,033
(3,708,240)
(3,483,634)
(2,486,392)
(2,273,577)
Total Liabilities, Convertible Preferred Stock, and Shareholders' Deficit
$
627 $
2,935
See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary
Data.
S-1
Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Condensed Statements of Comprehensive (Loss) Income
(Thousands)
Costs and Expenses:
Interest Expense
General and administrative expense
Transaction related costs
Total costs and expenses
Operating (loss) income
(Loss) earnings from consolidated subsidiaries
(Loss) income before income taxes
Income tax (benefit) expense
Year Ended December 31,
2023
2022
2021
$
24,625 $
56
9
24,690
(24,690)
(57,816)
(82,506)
(793)
(81,713)
(81,713) $
— $
(17)
57
40
(40)
2,178
2,138
10,413
(8,275)
889 $
—
(58)
18
(40)
40
124,810
124,850
1,190
123,660
134,863
Net (loss) income attributable to shareholders
Comprehensive (loss) income attributable to shareholders
$
See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary
Data.
S-2
Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Condensed Statements of Cash Flows
(Thousands)
Cash flow from operating activities
Year Ended December 31,
2023
2022
2021
Net cash provided by (used in) operating activities
$
104,630 $
(134,179) $
141,527
Cash flow from investing activities
Proceeds from sale of real estate, net of cash
Net cash provided by investing activities
Cash flow from financing activities
Dividends paid
Proceeds from issuance of Notes
Payments for financing costs
Payment for settlement of common stock warrant
Net share settlement
Proceeds from termination of bond hedge option
Payments for capped call option
Intercompany transactions, net
Employee stock purchase plan
Net cash (used in) provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
—
—
—
—
—
—
(107,405)
(142,950)
(141,371)
—
—
(56)
(1,432)
59
—
1,368
730
306,500
(9,852)
(522)
(4,913)
1,190
(21,149)
4,907
589
—
—
—
(4,100)
—
—
4,100
672
(106,736)
133,800
(140,699)
(2,106)
2,733
(379)
3,112
828
2,284
3,112
Cash and cash equivalents at end of period
$
627 $
2,733 $
See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary
Data.
S-3
Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Notes to Condensed Financial Statements
Note 1. Background and Basis of Presentation
Uniti Group Inc.’s ("Uniti" or "the Company") parent company financial information has been derived from its
consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes of
Uniti and its subsidiaries included in Item 8 "Financial Statements and Supplementary Data" in this Annual Report on
Form 10-K.
Note 2. Subsidiary Transactions
Investment in Subsidiaries
During 2017, the parent company completed its reorganization (the “up-REIT Reorganization”) to operate 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, with the only
significant difference between the financial position and results of operations of the Operating Partnership and its
subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the
results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consisted
of Talk America Services, LLC. We substantially completed the wind down of the Consumer CLEC Business as of the end
of the second quarter of 2020. 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 December 31, 2023, Uniti is the sole general partner of the Operating Partnership and own approximately 99.96% of the
partnership interests in the Operating Partnership.
Dividends
Cash dividends received from subsidiaries and recorded in Cash Flow from Operating Activities in the Condensed
Statement of Cash Flows were $106.4 million, $141.4 million and $139.9 million for the year ended December 31, 2023,
2022 and 2021, respectively.
S-4
Uniti Group Inc.
Schedule II – Valuation and Qualifying Accounts
(dollars in thousands)
Column A
Column B
Column C
Additions
Column D
Column E
Description
Allowance for Doubtful Accounts
Balance at
Beginning of
Period
Charged to Cost
and Expenses
Charged to Other
Accounts
Deductions
Balance at End of
Period
Year Ended December 31, 2023
Year Ended December 31, 2022
Year Ended December 31, 2021
$
$
$
2,876 $
2,717 $
2,940 $
1,302 $
571 $
1,522 $
— $
17 $
— $
(935) $
(429) $
(1,745) $
3,243
2,876
2,717
S-5
Uniti Group Inc.
Schedule III – Real Estate Investments and Accumulated Depreciation
As of December 31, 2023
(dollars in thousands)
Col. A
Col. B
Col. C
Col. D
Col. E
Col. F
Col. G
Col. H
Cost capitalized
subsequent to acquisition(1)
(3)
Col. I
Life on which
Depreciation
in Latest
Income
Description
Encumbrances
Initial cost to
company(1)
Improvements
Carry
Costs
Gross Amount
Carried at
Close of
Period(5)
Accumulated
Depreciation
Date of
Construction(2)
Date
Acquired(2)
Statements is
Computed
Land
$
—
(1)
(1)
(1) $ 26,533 $
—
(2)
(2) Indefinite
Building and
improvement
s
Poles
Fiber
Copper
Conduit
—
—
—
—
—
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1) 347,700
211,190
(1) 314,489
202,610
(1) 3,615,409
1,676,891
(1) 3,974,410
3,480,791
(1) 90,087
73,022
(2)
(2)
(2)
(2)
(2)
3 - 40
years
30 years
30 years
20 years
30 years
(2)
(2)
(2)
(2)
(2)
—
(1)
Towers
20 years
15 - 20
years
Other assets
See Note
Construction
3
in progress
(1) Given the voluminous nature and variety of our real estate investment assets, this schedule omits columns C and D from
(1) 10,434
(1) 16,512
5,041
(2)
(2)
(2)
(1)
(1)
(1)
(1)
(1)
(1)
(2)
(2)
(2)
—
23
58
—
—
the schedule III presentation.
(2) Because additions and improvements to our real estate investment assets are ongoing, construction and acquisition dates
are not applicable.
(3) For the year ended December 31, 2023, the amount of capitalized costs related to the Distribution Systems is as follows
(millions):
Tenant capital improvements(4)
Growth capital improvements(5)
250.0
(4) Tenant capital improvements (“TCIs”) represent, maintenance, repair, overbuild, upgrade or replacements to the leased
network, including, without limitation, the replacement of copper distribution systems with fiber distribution systems.
We receive non-monetary consideration related to the TCIs as they automatically become our property, and we
recognize the cost basis of TCIs that are capital in nature.
167.8
$
$
(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”).
(6) Aggregate cost for Federal income tax purposes related to our real estate investment assets is $7.7 billion.
S-6
Uniti Group Inc.
Schedule III – Real Estate Investments and Accumulated Depreciation
As of December 31, 2023
(dollars in thousands)
Gross amount at beginning
Additions during period:
Tenant capital improvements(1)
Growth capital improvements(1)
Acquisitions
Other
Total additions
Deductions during period:
Cost of real estate sold or disposed
Other
Total deductions
2023
2022
$
8,066,830 $
7,742,069
132,622
250,000
28,244
—
88,822
237,986
23,426
—
410,866
350,234
25,004
57,062
82,066
25,473
—
25,473
Balance at end
(1) During the year ended December 31, 2023, TCIs totaled $167.8 million, offset by $35.1 million which represented the
reimbursement of Growth Capital Improvements completed in 2022 that were previously classified as TCIs and are
included within the Growth Capital Improvement additions of $250.0 million.
8,395,630 $
8,066,830
$
Gross amount of accumulated depreciation at beginning
Additions during period:
Depreciation
Other
Total additions
Deductions during period:
Amount of accumulated depreciation for assets sold or disposed
Other
Total deductions
Balance at end
2023
2022
$
5,509,904 $
5,366,918
175,085
167,297
—
—
175,085
167,297
24,587
10,834
35,421
24,311
—
24,311
$
5,649,568 $
5,509,904
S-7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
________________________________________________________________
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
o 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
________________________________________________________________
Uniti Group Inc.
(Exact name of Registrant as specified in its Charter)
________________________________________________________________
Maryland
(State or other jurisdiction of
incorporation or organization)
2101 Riverfront Drive
Suite A
Little Rock, Arkansas
(Address of principal executive offices)
46-5230630
(I.R.S. Employer
Identification No.)
72202
(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
Common Stock, $0.0001 Par Value
Trading Symbol
UNIT
Name of each exchange
on which registered
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
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.
Large accelerated filer
Non-accelerated filer
x
o
Accelerated filer
Smaller reporting company
Emerging growth company
o
o
o
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 has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public
accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing
price of the shares of common stock on The NASDAQ Global Select Market on June 30, 2023 was $1,089,222,999
The number of shares of the Registrant’s common stock outstanding as of February 22, 2024 was 238,751,855.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement relating to the 2024 annual meeting of stockholders are incorporated by reference
into Part III of this Annual Report on Form 10-K.
Auditor Firm Id: 185
Auditor Name: KPMG LLP Auditor Location: Dallas, Texas
Explanatory Note
Uniti Group Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) to its Annual
Report for the year ended December 31, 2023 (the “Original 10-K”) filed with the U.S. Securities and Exchange
Commission on February 29, 2024 to include financial statements and related notes of Windstream Holdings II, LLC and
consolidated subsidiaries (collectively, “Windstream”), the Company’s most significant customer. For the years ended
December 31, 2023, 2022 and 2021, 67.3%, 66.5% and 66.4% of our revenues, respectively, were derived from leasing the
Company’s fiber and copper networks and other real estate to Windstream.
The Original 10-K is being amended by this Amended 10-K to include as exhibits: (i) the Windstream audited financial
statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, prepared in
accordance with generally accepted accounting principles in the United States, (ii) the consent of the independent auditor of
Windstream and (iii) certifications by our Chief Executive Officer and Chief Financial Officer. This Amended 10-K does
not otherwise update any exhibits as originally filed and does not otherwise reflect events that occurred after the filing date
of the Original 10-K.
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements
PART IV
See Index to Consolidated Financial Statements in “Financial Statements and Supplementary Data” of the Original 10-K.
Financial Statement Schedules
Uniti Group Inc. Schedule I – Condensed Financial Information of the Registrant (Parent Company) Condensed Balance
Sheets as of December 31, 2023 and 2022, and the related Condensed Statements of Comprehensive Income and Cash
Flows for each of the three years in the period ended December 31, 2023, including the related notes, appearing on pages
S-1, S-2, S-3, and S-4 of the Original 10-K.
Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts for each of the three years in the period ended
December 31, 2023 appearing on page S-5 of the Original 10-K.
Uniti Group Inc. Schedule III – Schedule of Real Estate Investments and Accumulated Depreciation as of December 31,
2023 appearing on page S-6 of the Original 10-K.
Index to Exhibits
Exhibit No.
2.1
2.2
3.1
3.2
3.3
3.4
4.1#
4.2
4.3
4.4
Description
Separation and Distribution Agreement, dated as of March 26, 2015, by and among Windstream Holdings,
Inc., Windstream Services, LLC and Communications Sales & Leasing, Inc. (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 March 26,
2015 (File No. 001-36708))
Second Amended and Restated Agreement of Limited Partnership of Uniti Group LP, dated as of
December 12, 2022 (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form
10-K dated and filed with the SEC as of February 28, 2023 (File No. 001-36708))
Articles of Amendment and Restatement of Communications Sales & Leasing, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
April 10, 2015 (File No. 001-36708))
Articles of Amendment of Communications Sales & Leasing, Inc. (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 28, 2017
(File No. 001-36708))
Articles of Amendment of Uniti Group Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of May 18, 2018 (File No. 001-36708))
Amended and Restated Bylaws of Uniti Group Inc., as amended November 1, 2023 (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as
of November 2, 2023 (File No. 001-36708))
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934
Indenture, dated as of June 28, 2019, among Uniti Fiber Holdings, Inc., as issuer, Uniti Group Inc. and the
other guarantors named therein, as guarantors, and Deutsche Bank Trust Company Americas, as trustee,
governing the 4.00% Exchangeable Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated June 25, 2019 and filed with the SEC as of June 28, 2019
(File No. 001-36708))
Form of 4.00% Exchangeable Senior Notes due 2024 (included in Exhibit 4.2 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 25, 2019 and filed with
the SEC as of June 28, 2019 (File No. 001-36708))
Indenture, dated February 2, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas,
as trustee, governing the 6.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated and filed with the SEC as of February 2, 2021 (File No.
001-36708))
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
10.1
10.2
10.3
10.4
10.5
Form of 6.500% Senior Notes due 2029 (included in Exhibit 4.4 above) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 2,
2021 (File No. 001-36708))
Indenture, dated as April 20, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche Bank Trust Company Americas,
as trustee and collateral agent, governing the 4.750% Senior Secured Notes due 2028 (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20,
2021 (File No. 001-36708))
Form of 4.750% Senior Secured Notes due 2028 (included in Exhibit 4.6 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20,
2021 (File No. 001-36708))
Indenture, dated October 13, 2021, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group
Finance 2019 Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee, governing the 6.000% Senior Notes due 2030 (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
October 13, 2021 (File No. 001-36708))
Form of 6.000% Senior Notes due 2030 (included in Exhibit 4.8 above) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 13,
2021 (File No. 001-36708))
Indenture, dated December 12, 2022, among Uniti Group Inc., the other guarantors party thereto and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No. 001-36708))
Form of 7.50% Convertible Senior Notes due 2027 (included in Exhibit 4.10 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
December 12, 2022 (File No. 001-36708))
Indenture, dated as February 14, 2023, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti
Group Finance 2019 Inc. and CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche
Bank Trust Company Americas, as trustee and collateral agent, governing the 10.50% Senior Secured
Notes due 2028 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 14, 2023 (File No. 001-36708))
Form of 10.50% Senior Secured Notes due 2028 (included in Exhibit 4.12 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
February 14, 2023 (File No. 001-36708))
Settlement Agreement, dated as of May 12, 2020 by and among Windstream Holdings, Inc., Windstream
Services, LLC and certain of their subsidiaries, and Uniti Group Inc. and certain of its subsidiaries
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on May 15, 2020 (File No. 001-36708))
Amended and Restated ILEC Master Lease, entered into as of September 18, 2020, by and between CSL
National, LP and the other entities listed therein, as Landlord, and Windstream Holdings II, LLC (as
successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (as successor in interest
to Windstream Services, LLC) and the other entities listed therein, as Tenant (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020
(File No. 001-36708))
Amended and Restated CLEC Master Lease, entered into as of September 18, 2020, by and between CSL
National, LP and the other entities listed therein, as Landlord, and Windstream Holdings II, LLC (as
successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (as successor in interest
to Windstream Services, LLC) and the other entities listed therein, as Tenant (incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020
(File No. 001-36708))
Tax Matters Agreement, entered into as of April 24, 2015, by and among Windstream Holdings, Inc.,
Windstream Services, LLC and Communications Sales & Leasing, Inc. (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of April 27,
2015 (File No. 001-36708))
Credit Agreement, dated as of April 24, 2015, by and among Communications Sales & Leasing, Inc. and
CSL Capital, LLC, as Borrowers, the guarantors party thereto, the lenders party thereto from time to time
and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer
(incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K dated and filed
with the SEC as of April 27, 2015 (File No. 001-36708))
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
Amendment No. 1 to the Credit Agreement, dated as of October 21, 2016 by and among Communications
Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of October 21, 2016 (File No. 001-36708))
Amendment No. 2 to the Credit Agreement, dated as of February 9, 2017 by and among Communications
Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of February 9, 2017 (File No. 001-36708))
Amendment No. 3 (Incremental Amendment) to the Credit Agreement, dated as of April 28, 2017 by and
among Uniti Group Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders
party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of May 1, 2017 and
filed with the SEC as of May 2, 2017 (File No. 001-36708))
Amendment No. 4 and Limited Waiver to the Credit Agreement, dated as of March 18, 2019, among Uniti
Group Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc. and CSL Capital, LLC, as
borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as
administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Company’s
Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No. 001-36708))
Amendment No. 5 to the Credit Agreement, dated as of June 24, 2019, among Uniti Group Inc., as parent
guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers, the guarantors
party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral
agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and
filed with the SEC as of June 24, 2019 (File No. 001-36708))
Amendment No. 6 and Limited Waiver to the Credit Agreement, dated as of February 10, 2020, among
Uniti Group LP, Uniti Group Finance 2019 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 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on February 10, 2020 (File No. 001-36708))
Amendment No. 7 to the Credit Agreement, dated as of December 10, 2020, by and among Uniti Group
Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers,
the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent
and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K dated and filed with the SEC as of December 10, 2020 (File No. 001-36708))
Amendment No. 8 to the Credit Agreement, dated as of March 24, 2023, 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 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of March 27, 2023 (File No. 001-36708))
Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2019, by and among Uniti
Group LP, CSL Capital, LLC, Uniti Group Finance, Inc., and Uniti Fiber Holdings, Inc., as Issuers, and
Deutsche Bank Trust Company Americas, as successor trustee, and Wells Fargo Bank, N.A., as resigning
trustee (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q dated
and filed with the SEC as of August 8, 2019 (File No. 001-36708))
Borrower Assumption Agreement and Joinder, dated as of May 9, 2017 by and among Uniti Group Inc.,
as initial borrower, Uniti Group LP and Uniti Group Finance Inc., as borrowers, the guarantors party
thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed
with the SEC as of May 9, 2017 (File No. 001-36708))
Recognition Agreement, dated April 24, 2015, by and among CSL National, LP and the other entities
listed therein, as Landlord, and Windstream Holdings, Inc., as Tenant, and JPMorgan Chase Bank, N.A.,
as administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of April 27, 2015 (File No. 001-36708))
Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No.
001-36708))
10.18+
10.19+
10.20+
10.21+
10.22+
10.23+
10.24+
10.25+
10.26+
10.27+
10.28+
10.29
21.1#
23.1#
23.2*
31.1#
31.2#
31.3*
31.4*
32.1#
32.2#
Employment Agreement between Uniti Group Inc. and Kenneth Gunderman, effective as of December 14,
2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and
filed with the SEC as of December 14, 2018 (File No. 001-36708))
Form of Severance Agreement for executive officers (incorporated by reference to Exhibit 10.18 to the
Company’s Annual Report on Form 10-K dated and filed with the SEC as of February 28, 2023 (File No.
001-36708))
Uniti Group Inc. 2015 Equity Incentive Plan, as amended and restated effective April 11, 2023
(incorporated by reference to Exhibit 102 to the Company’s Quarterly Report on Form 10-Q dated and
filed with the SEC as of May 4, 2023 (File No. 001-36708))
Form of Restricted Shares Agreement for employees (incorporated by reference to Exhibit 10.19 to the
Company’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No.
001-36708))
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.21
to the Company’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File
No. 001-36708))
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.22
to the Company’s Annual Report on Form 10-K dated and filed with the SEC as of February 28, 2023
(File No. 001-36708))
Form of Restricted Shares Agreement for non-employee directors (incorporated by reference to Exhibit
10.5 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of June 3, 2015 (File
No. 001-36708))
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Registration
Statement on Form S-4 dated and filed with the SEC as of July 2, 2015 (File No. 333-205450))
Communications Sales & Leasing, Inc. Deferred Compensation Plan, effective August 10, 2015
(incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q dated and
filed with the SEC as of August 13, 2015 (File No. 001-36708))
Uniti Group Inc. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated and filed with the SEC as of
June 7, 2018 (File No. 333-225501))
Uniti Group Inc. Annual Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as of May 11, 2020 (File No.
001-36708))
Bridge Loan and Security Agreement, dated as of February 23, 2024, by and among Uniti Fiber Bridge
Borrower LLC, Uniti Fiber Bridge HoldCo LLC, the subsidiary guarantors from time to time party
thereto, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank
and verification agent, Barclays Bank PLC, as facility agent, and the lenders from time to time party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
and filed with the SEC as of February 26, 2024 (File No. 001-36708)
List of Subsidiaries of Uniti Group Inc.
Consent of KPMG LLP, independent registered public accounting firm
Consent of PricewaterhouseCoopers LLP, independent auditors of Windstream Holdings II, LLC
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.
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
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
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
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
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
32.3*
32.4*
97#
99.1*
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
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
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
Uniti Group Inc. Policy Regarding Repayment or Forfeiture of Certain Compensation by Executive
Officers (“Clawback Policy”)
Financial Statements of Windstream Holding II, LLC, and consolidated subsidiaries
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.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
____________________
* Filed herewith
+ Constitutes a management contract or compensation plan or arrangement.
#
Incorporated by reference to the corresponding exhibit to the Original 10-K.
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date: March 26, 2024
By:
UNITI GROUP INC.
/s/ Kenneth A. Gunderman
Kenneth A. Gunderman
President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM 10-K/A
(Amendment No. 2)
________________________________________________________________
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
o 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
________________________________________________________________
Uniti Group Inc.
(Exact name of Registrant as specified in its Charter)
________________________________________________________________
Maryland
(State or other jurisdiction of
incorporation or organization)
2101 Riverfront Drive
Suite A
Little Rock, Arkansas
(Address of principal executive offices)
46-5230630
(I.R.S. Employer
Identification No.)
72202
(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
Common Stock, $0.0001 Par Value
Trading Symbol
UNIT
Name of each exchange
on which registered
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
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.
Large accelerated filer
Non-accelerated filer
x
o
Accelerated filer
Smaller reporting company
Emerging growth company
o
o
o
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 has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public
accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing
price of the shares of common stock on The NASDAQ Global Select Market on June 30, 2023 was $1,089,222,999
The number of shares of the Registrant’s common stock outstanding as of February 22, 2024 was 238,751,855.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement relating to the 2024 annual meeting of stockholders are incorporated by reference
into Part III of this Annual Report on Form 10-K.
Auditor Firm Id: 185
Auditor Name: KPMG LLP Auditor Location: Dallas, Texas
Explanatory Note
On March 26, 2024, Uniti Group Inc. filed Amendment No. 1 on Form 10-K/A (the “Original Amended 10-K”) to its
Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange
Commission on February 29, 2024, (the "Original 10-K"). This Form 10-K/A (the “Amended 10-K No. 2”) amends the
Original Amended 10-K and is being filed solely to replace Exhibit 99.1. Uniti Group Inc. inadvertently filed the incorrect
version of Exhibit 99.1, thereby omitting disclosure in Note 16 included in Exhibit 99.1 regarding events subsequent to the
original issuance of the consolidated financial statements of Windstream Holdings II, LLC as of December 31, 2023 and
2022 and for the years ended December 31, 2023, 2022 and 2021 filed as Exhibit 99.1 to the Original Amended 10-K. The
updated Exhibit 99.1 includes the previously omitted disclosure from Note 16 thereto. Except for the foregoing, the
Amended 10-K No. 2 does not modify or update any disclosure contained in the Original Amended 10-K or its exhibits,
but for ease of reference, this Amended 10-K No. 2 restates in its entirety the Original Amended 10-K, as amended.
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements
PART IV
See Index to Consolidated Financial Statements in “Financial Statements and Supplementary Data” of the Original 10-K.
Financial Statement Schedules
Uniti Group Inc. Schedule I – Condensed Financial Information of the Registrant (Parent Company) Condensed Balance
Sheets as of December 31, 2023 and 2022, and the related Condensed Statements of Comprehensive Income and Cash
Flows for each of the three years in the period ended December 31, 2023, including the related notes, appearing on pages
S-1, S-2, S-3, and S-4 of the Original 10-K.
Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts for each of the three years in the period ended
December 31, 2023 appearing on page S-5 of the Original 10-K.
Uniti Group Inc. Schedule III – Schedule of Real Estate Investments and Accumulated Depreciation as of December 31,
2023 appearing on page S-6 of the Original 10-K.
Index to Exhibits
Exhibit No.
2.1
2.2
3.1
3.2
3.3
3.4
4.1#
4.2
4.3
4.4
Description
Separation and Distribution Agreement, dated as of March 26, 2015, by and among Windstream Holdings,
Inc., Windstream Services, LLC and Communications Sales & Leasing, Inc. (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 March 26,
2015 (File No. 001-36708))
Second Amended and Restated Agreement of Limited Partnership of Uniti Group LP, dated as of
December 12, 2022 (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form
10-K dated and filed with the SEC as of February 28, 2023 (File No. 001-36708))
Articles of Amendment and Restatement of Communications Sales & Leasing, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
April 10, 2015 (File No. 001-36708))
Articles of Amendment of Communications Sales & Leasing, Inc. (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 28, 2017
(File No. 001-36708))
Articles of Amendment of Uniti Group Inc. (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of May 18, 2018 (File No. 001-36708))
Amended and Restated Bylaws of Uniti Group Inc., as amended November 1, 2023 (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as
of November 2, 2023 (File No. 001-36708))
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934
Indenture, dated as of June 28, 2019, among Uniti Fiber Holdings, Inc., as issuer, Uniti Group Inc. and the
other guarantors named therein, as guarantors, and Deutsche Bank Trust Company Americas, as trustee,
governing the 4.00% Exchangeable Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated June 25, 2019 and filed with the SEC as of June 28, 2019
(File No. 001-36708))
Form of 4.00% Exchangeable Senior Notes due 2024 (included in Exhibit 4.2 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 25, 2019 and filed with
the SEC as of June 28, 2019 (File No. 001-36708))
Indenture, dated February 2, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas,
as trustee, governing the 6.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated and filed with the SEC as of February 2, 2021 (File No.
001-36708))
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
10.1
10.2
10.3
10.4
10.5
Form of 6.500% Senior Notes due 2029 (included in Exhibit 4.4 above) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 2,
2021 (File No. 001-36708))
Indenture, dated as April 20, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche Bank Trust Company Americas,
as trustee and collateral agent, governing the 4.750% Senior Secured Notes due 2028 (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20,
2021 (File No. 001-36708))
Form of 4.750% Senior Secured Notes due 2028 (included in Exhibit 4.6 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20,
2021 (File No. 001-36708))
Indenture, dated October 13, 2021, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group
Finance 2019 Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee, governing the 6.000% Senior Notes due 2030 (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
October 13, 2021 (File No. 001-36708))
Form of 6.000% Senior Notes due 2030 (included in Exhibit 4.8 above) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 13,
2021 (File No. 001-36708))
Indenture, dated December 12, 2022, among Uniti Group Inc., the other guarantors party thereto and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No. 001-36708))
Form of 7.50% Convertible Senior Notes due 2027 (included in Exhibit 4.10 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
December 12, 2022 (File No. 001-36708))
Indenture, dated as February 14, 2023, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti
Group Finance 2019 Inc. and CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche
Bank Trust Company Americas, as trustee and collateral agent, governing the 10.50% Senior Secured
Notes due 2028 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 14, 2023 (File No. 001-36708))
Form of 10.50% Senior Secured Notes due 2028 (included in Exhibit 4.12 above) (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of
February 14, 2023 (File No. 001-36708))
Settlement Agreement, dated as of May 12, 2020 by and among Windstream Holdings, Inc., Windstream
Services, LLC and certain of their subsidiaries, and Uniti Group Inc. and certain of its subsidiaries
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on May 15, 2020 (File No. 001-36708))
Amended and Restated ILEC Master Lease, entered into as of September 18, 2020, by and between CSL
National, LP and the other entities listed therein, as Landlord, and Windstream Holdings II, LLC (as
successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (as successor in interest
to Windstream Services, LLC) and the other entities listed therein, as Tenant (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020
(File No. 001-36708))
Amended and Restated CLEC Master Lease, entered into as of September 18, 2020, by and between CSL
National, LP and the other entities listed therein, as Landlord, and Windstream Holdings II, LLC (as
successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (as successor in interest
to Windstream Services, LLC) and the other entities listed therein, as Tenant (incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020
(File No. 001-36708))
Tax Matters Agreement, entered into as of April 24, 2015, by and among Windstream Holdings, Inc.,
Windstream Services, LLC and Communications Sales & Leasing, Inc. (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of April 27,
2015 (File No. 001-36708))
Credit Agreement, dated as of April 24, 2015, by and among Communications Sales & Leasing, Inc. and
CSL Capital, LLC, as Borrowers, the guarantors party thereto, the lenders party thereto from time to time
and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer
(incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K dated and filed
with the SEC as of April 27, 2015 (File No. 001-36708))
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
Amendment No. 1 to the Credit Agreement, dated as of October 21, 2016 by and among Communications
Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of October 21, 2016 (File No. 001-36708))
Amendment No. 2 to the Credit Agreement, dated as of February 9, 2017 by and among Communications
Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of February 9, 2017 (File No. 001-36708))
Amendment No. 3 (Incremental Amendment) to the Credit Agreement, dated as of April 28, 2017 by and
among Uniti Group Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders
party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of May 1, 2017 and
filed with the SEC as of May 2, 2017 (File No. 001-36708))
Amendment No. 4 and Limited Waiver to the Credit Agreement, dated as of March 18, 2019, among Uniti
Group Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc. and CSL Capital, LLC, as
borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as
administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Company’s
Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No. 001-36708))
Amendment No. 5 to the Credit Agreement, dated as of June 24, 2019, among Uniti Group Inc., as parent
guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers, the guarantors
party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral
agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and
filed with the SEC as of June 24, 2019 (File No. 001-36708))
Amendment No. 6 and Limited Waiver to the Credit Agreement, dated as of February 10, 2020, among
Uniti Group LP, Uniti Group Finance 2019 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 10.1 to the Company’s Current Report on Form 8-K filed with the
SEC on February 10, 2020 (File No. 001-36708))
Amendment No. 7 to the Credit Agreement, dated as of December 10, 2020, by and among Uniti Group
Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers,
the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent
and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K dated and filed with the SEC as of December 10, 2020 (File No. 001-36708))
Amendment No. 8 to the Credit Agreement, dated as of March 24, 2023, 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 10.1 to the Company’s Current Report on Form 8-K dated and filed with the SEC as
of March 27, 2023 (File No. 001-36708))
Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2019, by and among Uniti
Group LP, CSL Capital, LLC, Uniti Group Finance, Inc., and Uniti Fiber Holdings, Inc., as Issuers, and
Deutsche Bank Trust Company Americas, as successor trustee, and Wells Fargo Bank, N.A., as resigning
trustee (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q dated
and filed with the SEC as of August 8, 2019 (File No. 001-36708))
Borrower Assumption Agreement and Joinder, dated as of May 9, 2017 by and among Uniti Group Inc.,
as initial borrower, Uniti Group LP and Uniti Group Finance Inc., as borrowers, the guarantors party
thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed
with the SEC as of May 9, 2017 (File No. 001-36708))
Recognition Agreement, dated April 24, 2015, by and among CSL National, LP and the other entities
listed therein, as Landlord, and Windstream Holdings, Inc., as Tenant, and JPMorgan Chase Bank, N.A.,
as administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Company’s
Current Report on Form 8-K dated and filed with the SEC as of April 27, 2015 (File No. 001-36708))
Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No.
001-36708))
10.18+
10.19+
10.20+
10.21+
10.22+
10.23+
10.24+
10.25+
10.26+
10.27+
10.28+
10.29
21.1#
23.1#
23.2##
23.3*
31.1#
31.2#
31.3##
31.4##
31.5*
31.6*
Employment Agreement between Uniti Group Inc. and Kenneth Gunderman, effective as of December 14,
2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and
filed with the SEC as of December 14, 2018 (File No. 001-36708))
Form of Severance Agreement for executive officers (incorporated by reference to Exhibit 10.18 to the
Company’s Annual Report on Form 10-K dated and filed with the SEC as of February 28, 2023 (File No.
001-36708))
Uniti Group Inc. 2015 Equity Incentive Plan, as amended and restated effective April 11, 2023
(incorporated by reference to Exhibit 102 to the Company’s Quarterly Report on Form 10-Q dated and
filed with the SEC as of May 4, 2023 (File No. 001-36708))
Form of Restricted Shares Agreement for employees (incorporated by reference to Exhibit 10.19 to the
Company’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No.
001-36708))
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.21
to the Company’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File
No. 001-36708))
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.22
to the Company’s Annual Report on Form 10-K dated and filed with the SEC as of February 28, 2023
(File No. 001-36708))
Form of Restricted Shares Agreement for non-employee directors (incorporated by reference to Exhibit
10.5 to the Company’s Current Report on Form 8-K dated and filed with the SEC as of June 3, 2015 (File
No. 001-36708))
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Registration
Statement on Form S-4 dated and filed with the SEC as of July 2, 2015 (File No. 333-205450))
Communications Sales & Leasing, Inc. Deferred Compensation Plan, effective August 10, 2015
(incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q dated and
filed with the SEC as of August 13, 2015 (File No. 001-36708))
Uniti Group Inc. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated and filed with the SEC as of
June 7, 2018 (File No. 333-225501))
Uniti Group Inc. Annual Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q dated and filed with the SEC as of May 11, 2020 (File No.
001-36708))
Bridge Loan and Security Agreement, dated as of February 23, 2024, by and among Uniti Fiber Bridge
Borrower LLC, Uniti Fiber Bridge HoldCo LLC, the subsidiary guarantors from time to time party
thereto, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank
and verification agent, Barclays Bank PLC, as facility agent, and the lenders from time to time party
thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
and filed with the SEC as of February 26, 2024 (File No. 001-36708)
List of Subsidiaries of Uniti Group Inc.
Consent of KPMG LLP, independent registered public accounting firm
Consent of PricewaterhouseCoopers LLP, independent auditors of Windstream Holdings II, LLC
Consent of PricewaterhouseCoopers LLP, independent auditors of Windstream Holdings II, LLC
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.
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
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
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
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
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#
32.2#
32.3##
32.4##
32.5*
32.6*
97#
99.1*
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
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
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
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
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
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
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
Uniti Group Inc. Policy Regarding Repayment or Forfeiture of Certain Compensation by Executive
Officers (“Clawback Policy”)
Financial Statements of Windstream Holding II, LLC, and consolidated subsidiaries
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.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
____________________
* Filed herewith
+ Constitutes a management contract or compensation plan or arrangement.
#
Incorporated by reference to the corresponding exhibit to the Original 10-K.
## Incorporated by reference to the corresponding exhibit to the Original Amended 10-K.
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date: March 27, 2024
By:
UNITI GROUP INC.
/s/ Kenneth A. Gunderman
Kenneth A. Gunderman
President and Chief Executive Officer
MY FELLOW
STOCKHOLDERS:
2023 was another productive year for Uniti. Our core recurring strategic fiber business continues to
demonstrate its resiliency with top line growth of 5% in 2023, including Uniti Leasing lease-up, and Uniti Fiber
Enterprise and Wholesale growth of 20%, 15% and 9%, respectively, with continued declining capital intensity.
Despite a challenging macroeconomic backdrop, we successfully refinanced $3.1 billion of debt in 2023,
resulting in our current business plan now being fully funded, having no significant permanent debt
maturities until 2027, and over 95% of our debt being fixed rate.
Just as importantly, by addressing our balance sheet, we afforded ourselves the ability to focus on strategic
matters. We recently sold non-core assets that included our remaining tower portfolio, our remaining
investment interest in Bluebird Network, and our sale leaseback with CableSouth for total proceeds of $87
million, an almost 10 times blended EBITDA multiple.
Also, we have decided to largely exit the non-core one-time equipment sale business. As a reminder, this
business represents re-selling of networking and other IT equipment. On a go forward basis, we expect one-
time equipment sales will be a negligible part of our results as we will only pursue those sales that are part of
an important fiber network sale and are desired by our important customers.
We also recently announced an ABS bridge financing that will provide funding of up to $350 million. This is
an exciting development for Uniti which reinforces that fiber truly is a mission critical communication asset,
and we believe that ABS will be an important value accretive financing option going forward.
As an asset rich company with one of the largest fiber portfolios in the country, Uniti is uniquely positioned
to benefit from M&A trends that continue to highlight the value of quality fiber assets, both wholesale and
fiber-to-the-home. Over the past 5 years, Uniti has sold or monetized nearly $1 billion of assets at premium
multiples, and we expect to continue that disciplined on-going review of our current asset portfolio.
In addition, given our balance sheet and liquidity runway, we expect to be active this year evaluating
transformative transactions, including the on-going review of our current asset portfolio. Despite that,
however, our primary focus, as always, will be execution of disciplined growth of our core business operations.
In closing, I would like to thank our investors and customers for their continued support of Uniti. I would
also like to thank our dedicated employees for their continued hard work and diligence to make Uniti the
best company it can be. With our current business plan fully funded, no significant permanent near term
debt maturities, and a long runway for profitable growth, our ability to create value for all of our stakeholders
continues to be robust.
Sincerely,
Kenny A. Gunderman
President and Chief Executive Officer
DIRECTORS:
Francis X. Frantz – Chairman of the Board of Uniti Group Inc.
Kenneth A. Gunderman – President and Chief Executive Officer of Uniti Group Inc.
Jennifer S. Banner – Executive Director of the University of Tennessee Haslam College
of Business Forum for Emerging Enterprises and Private Business
Scott G. Bruce – President of Radius Global Infrastructure, Inc.
Carmen Perez-Carlton – Former President of FPL Fibernet, LLC
CORPORATE OFFICERS:
Kenneth A. Gunderman – President and Chief Executive Officer
Paul Bullington – Senior Vice President, Chief Financial Officer and Treasurer
Daniel L. Heard – Executive Vice President, General Counsel and Secretary
Michael Friloux – Executive Vice President, Chief Technology Officer
Ronald J. Mudry – Senior Vice President and Chief Revenue Officer
Travis Black – Senior Vice President, Chief Accounting Officer
TRANSFER AGENT AND REGISTRAR
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
INDEPENDENT AUDITORS
KPMG LLP
Dallas, Texas
CORPORATE HEADQUARTERS
2101 Riverfront Drive, Suite A
Little Rock, AR 72202
INVESTOR RELATIONS
Website: investor.uniti.com
Contact: Investor.Relations@uniti.com
LISTING
NASDAQ Global Select Market,
Ticker Symbol “UNIT”
2101 Riverfront Drive, Suite A
Little Rock, AR 72202
501-850-0820
www.uniti.com
A N N UA L R E P O RT 2 0 2 3