Uniti Group Inc. (UNIT) Q2 2016 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen and welcome to the Communications Sales & Leasing Second Quarter 2016 Earnings Conference Call. My name is Michelle and I will be your operator for today. [Operator Instructions] As a reminder, this conference is being recorded. I would like to turn the call over to Mark Wallace, the company’s Executive Vice President, Chief Financial Officer and Treasurer for opening remarks. Please go ahead, Mr. Wallace.

Thank you and good morning everyone. Before we start, I would like to remind you that our discussions during this conference call will include forward-looking statements and actual results could differ materially from those projected in these statements. The factors that could cause actual results to differ are discussed in our filings with the SEC. Discussions during the call will also include certain financial measures that were not prepared in accordance with generally accepted accounting principles. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in our current report on Form 8-K dated today. I will now turn the call over to Kenny Gunderman, our President and Chief Executive Officer.

Good morning and welcome to our second quarter earnings call. We had another very active quarter in which we deployed or signed deals to deploy an additional $660 million of capital in mission-critical communications infrastructure. In addition, we were highly active in the capital markets by helping facilitate the placement of over $750 million of our equity owned by Windstream and we also raised over $200 million of capital ourselves to help fuel future growth. We were very pleased with the execution of the placement of Windstream’s entire 19.6% retained stake during the quarter. We now have an established base of long-term shareholders led by Searchlight Capital. Searchlight is a reputable telecom investment firm who performed extensive due diligence on CSAL, and importantly, our largest customer, Windstream, and elected to invest $220 million in our equity. We are also pleased to welcome two new board members, including Andrew Frey from Searchlight and Scott Bruce from Associated Partners. Scott and Andrew have already begun making introductions and expanding our opportunity set as expected. Collectively, our board members and management now represent direct ownership of almost 10% of our company’s equity. Our shareholders should take comfort that we and our board are making thoughtful decisions to help drive growth and value in complete alignment with our shareholders. Now, turning to our fiber infrastructure group, our performance was in line with our expectations for the quarter and progress executing on our growth strategy continued. Highlights of organic growth include strong evidence of beginning to lease up our network with wholesale wins as well as near-net backhaul wins. On the wholesale front, we had notable wins with three large national carriers and one state Department of Transportation. These wins, along with other bookings in the quarter, represent new total contractual revenue of nearly $40 million. In addition, we had numerous near-net backhaul wins with attractive yields and margins, including mostly dark fiber awards. Notably, during the quarter, we announced our signed agreement to acquire Tower Cloud for the initial purchase price of $230 million. Tower Cloud is an established provider of two of the biggest growth areas in the industry today, including dark fiber and small cells. Tower Cloud is a proven and trusted provider for the national carriers, and as a result, 90% plus of its revenue is in the form of long-term contractual arrangements with its creditworthy customers. We think the core potential in the backhaul business is very strong, but there are also numerous opportunities to lease up the Tower Cloud network through wholesale and E-Rate initiatives similar to our PEG acquisition thesis. Lastly, the fit with PEG is very strong, each with complementary skill sets. And as we have talked about previously, we expect there to be meaningful incremental cash synergies as we combine the businesses. Integration efforts are progressing well and on schedule and we expect to close the transaction in third quarter of 2016. As part of the integration, I am pleased to announce today that upon closing we will begin branding our fiber infrastructure business as Unity Fiber. Ron Mudry, the current CEO of Tower Cloud, will be named President of Unity Fiber and will be responsible for the day-to-day operations and growth of the business. Mike Friloux, the current CEO of PEG, will be named Chief Technology Officer of all of CSAL. In addition to responsibility for future-proofing our IT systems for future M&A and asset acquisitions, Mike will play a critical role in sourcing and diligencing assets as part of our underwriting efforts. I am excited about Mark and Ron’s new roles, especially as they bring critical experience and relationships to help us manage the tremendous opportunities ahead of us and source new ones. Looking forward, we expect to be very active on the M&A front in the remaining 5 months of 2016 and into 2017. Our capital markets activity in the second quarter has positioned us to now be as aggressive acquirers as ever before by removing the sizable overhang on our stock and reloading our revolver. At the same time that our financing flexibility is primed, our opportunity set in fiber, towers and tower real estate including home company deals and sale leasebacks has never been better. Although, as always, we cannot predict M&A transactions and we will remain disciplined all signs point towards attractive activity in both the U.S. and Latin American markets. In closing, we remain very excited about our strategy of providing mission critical communications infrastructure and the industry trends and dynamics continue to reinforce that strategy. I will now turn it over to Mark to discuss our second quarter results.

Thank you. As Kenny mentioned, we have been active on several fronts since our last quarterly call, with the closing of PEG, our expected acquisition of Tower Cloud that should close in the next several weeks, disposition of Windstream to retain stake and accessing both the debt and equity capital markets. We are also pleased to report that operating results for the second quarter were in line with our expectations, with consolidated revenues of $188.6 million and consolidated adjusted EBITDA of $171.6 million. This morning, we reported AFFO of $0.66 per diluted common share and net loss attributable to common shares of $2.9 million or $0.02 per diluted share, which is after transaction cost. Leasing segment revenues were $169.1 million, including $4.3 million of straight-line rental income, with adjusted EBITDA of $164.8 million. Our fiber infrastructure segment, which today represents our newly acquired PEG business reported revenues of $13.8 million and adjusted EBITDA of $5.5 million for the period from May 2 – from the period from the May 2 acquisition date to quarter end, both of which were consistent with our prior guidance. During that period, PEG incurred maintenance CapEx of just under $700,000 and invested $2.7 million in success based CapEx. Once again, we benefited this quarter from $38 million of improvements to our network made by Windstream with their capital. On a cumulative basis, since our spin-off, we are benefited from nearly $140 million of capital improvements related to network enhancements completed by Windstream. Turning to our balance sheet, our liquidity and capital market access continues to be in great shape. In June, we issued $150 million of senior secured notes, followed by the issuance of 2.2 million shares of common stock in connection with Windstream’s disposition of their retained stake. Aggregate net proceeds of just over $200 million from these offerings along with excess cash on hand were used to reduce borrowings under our revolving agreement. Accordingly at quarter end, we had $507 million of liquidity consisting of $49 million of cash and $458 million of un-drawn borrowing capacity under our revolving credit facility. Our leverage ratio under our debt agreements at quarter end stands at 5.6x based on net debt to annualized adjusted EBITDA. Earlier this week, our Board of Directors declared a regular quarterly cash dividend of $0.60 per share, representing an annual dividend rate of $2.40 per share. Regarding our current outlook for the full year 2016, we expect full year AFFO to range between $2.58 and $2.60 per diluted common share. Our AFFO guidance reflects a $0.02 per share reduction associated with the capital market transactions we executed in the second quarter. We continue to expect PEG to contribute $55 million of revenue and $21 million in adjusted EBITDA for the eighth months following close. Our current outlook for 2016 includes the following items. Leasing segment revenues are expected to be $676 million, including $21 million of non-cash straight line and deferred revenue amortization. We continue to expect consumer CLEC business revenues of between $21 million to $22 million, with average adjusted EBITDA margins of between – of approximately 21% for 2016. SG&A costs should range between $35 million to $36 million, including $5 million of stock based compensation expense. We continue to expect maintenance CapEx related to PEG to be less than $3 million for the post acquisition period. Success based CapEx in the aggregate should range between $14 million and $18 million, including $1.5 million related to our tower builds in Mexico. We still expect $25 million of ground lease investments this year. Interest expense for the full year should range between $274 million to $276 million, including $15 million related to debt, discount and financing cost amortization. And last, our guidance assumes weighted average common shares outstanding this year of 152 million, including the 1 million shares we issued in connection with the PEG acquisition. As a reminder, our guidance for 2016 continues to be based on PEG’s preliminary purchase price allocation adjustments, which are subject to change. It does not include any impact from our expected acquisition of Tower Cloud, the impact of any future acquisitions or capital market transactions or future transaction related cost. We expect to provide updated guidance on our combined fiber infrastructure business, now branded as Unity Fiber, following the closing of Tower Cloud. In closing, let me say I am confident we are well positioned to continue the momentum we have established this year. We have significant depth in our M&A pipeline, with transactions that include both quality assets and strong tenants. Our fiber infrastructure group leadership is in place and ready to capitalize on an increasing number of organic opportunities. We have ample liquidity and capital market access to grow and diversify across multiple asset classes. That concludes my prepared remarks. Operator, we will now open the call up for questions.

Thank you. [Operator Instructions] Our first question comes from the line of Barry McCarver with Stephens. Your line is open. Please go ahead.

Hey, good morning, guys. Great quarter and thanks for taking my questions. I guess first off, on the new contracted revenue under the fiber segment of $40 million, can you give us an idea of the timing of that starting to hit the income statement?

Good morning, Barry. It’s Kenny. We will give more clarity on this later this year, but I think some of it will actually start this year and then there will be some in 2017 and 2018.

Alright. And then on the CapEx that you gave in the quarter, you said $2.7 million was to PEG and then I think you said about $700,000 was maintenance, what was the remainder of the CapEx spend there?

There are some on the Windstream Tower acquisition as well. There is $3 million on that, that we – and then also about – little bit over $1 million on ground leases.

Alright. And then I guess just lastly, you certainly continue to talk about the acquisition pipeline being pretty full. I know you don’t want to get specific on the timing, but sort of any change on, I guess the temperament of looking at deals now that, I mean, obviously your CSAL stock has performed very well, balance sheet is coming together plenty of liquidity? Are you seeing those discussions really starting to open up?

Yes, Barry. I would say we are definitely more active than we have ever been as I have mentioned in my comments. And I think part of that is for the couple of reasons that you mentioned, including the improvement in the cost of capital and just the general momentum that we have been showing. And this is something that we foreshadowed starting last year that we felt that once we started showing progress and putting wins on the board that we would see building momentum not only in our conversations with the industry and potential counterparties, but also on our cost of capital, which would all help facilitate more deals and importantly, better deals, high-quality deals. So, we are very excited about where we sit and our ability to transact has never been better. And frankly, the opportunity set has never been better. So, we expect we can’t predict timing as you mentioned, but all the leading indicators are there from more activity and we expect there to be so.

That’s great to hear. Thanks a lot, guys.

Thank you. And our next question comes from the line of Eric Pan with JPMorgan. Your line is open. Please go ahead.

Good morning, guys. Thanks for taking my questions. You mentioned integration work to be done between PEG and Tower Cloud, how should we think about the potential costs and the synergies there?

So, this is Mark. So, on the synergies I think we are certainly on track. We actually made a little bit better on the synergies than what we had mentioned on the last call. If you recall, we said that over – we would expected to get $3 million to be able to identify that and implement that within the first 3 years and $2 million within the first year. And we are definitely on track to do that. The integration teams have been working now for probably – certainly, in earnest here over the last four weeks or so. And we made really good progress on the organization and sort of identifying the synergies. I don’t have kind of what the – I don’t really have a good estimate for you for the costs that will be incurred post close, but we can update you on that later on. But on the integration front, I would say that we are in very good shape in terms of having the integration in a good place on closing date and then also to achieve the synergies that we had identified on the last call.

Got it. And then now that your share price is back to a more normal level, would you consider using more equity in future deals or is debt still the preferred method?

Yes. So I think that we continue to want to be prudent about and always be prudent about the use of equity. Our preference has always been to issue equity. Generally, when there is a strategic reason to issue equity, either to counterparties in connection with an acquisition, which we have done on both Tower Cloud and PEG as well as in order to help facilitate the Windstream disposition, so I think we will continue to be prudent on our equity issuance. We definitely still think that our equity is undervalued. But as we acquire future – to make future acquisitions, we will – I would certainly expect to tap the debt markets once and have some equity issuance to fund those as well.

Got it.

Eric, I will just add to that that despite our stock trading up, we continue to see very strong interest from counterparties, M&A counterparties like Mark mentioned and taking stock is consideration. So as Mark mentioned, I expect that to continue.

Right. And then last one for me, do you have to wait for the telco deal to close before doing another one?

No.

Not at all.

Great. Thank you.

Thank you. And our next question comes from the line of Frank Louthan with Raymond James. Your line is open. Please go ahead.

Great. Thank you. If you – conceptually, if you just keep running the business and what you have sort of announced, if you look out 12 months from now, where do you – what sort of you exposure do you expect to have for Windstream as a percentage of revenue, again, kind of all else equal and what percentage of revenue do you think the rating agencies and so forth start to look at you as being more diversified and possibly not count that against you in ratings and so forth. And then could you be a little bit more specific on the capital markets activity, are they – could you characterize the deals you are looking at, are they going to be more QRS related, more asset type sales or we move in more into – through an operating company structures with these next deals?

So Frank, good morning, with respect to the diversification from Windstream, looking out 12 months, 18 months, we have not talked publicly about a target or an expectation and we will continue to avoid specifics, although what I would encourage you to think about is in the short period of time, over the past call it, six months of this year, how much progress we have made. And when you consider that the momentum is building and it’s at its peak from where we have been so far, then you could expect more activity than what you have seen. And so you can sort of extrapolate out that we expect to make continued progress on that front. I would also say that it’s very important to us that the Windstream overhang has been removed because it really frees us to think about larger transactions. And so we are very pleased with the activity we have had so far and the size of the deals we have had so far. But I think now that the overhang has gone and we think about financings and accessing the various parts of the capital markets, we feel more freed to look at larger transactions. So, with respect to your question about the pipeline and the mix of the pipeline, the types of deals, with respect to the assets, it’s – the pipeline today is roughly 55% fiber related, 35% tower and tower real estate related and 10% consumer broadband related. And when you compare that to what it was the last quarter and before and when you look at the mix of sale leasebacks, then you will conclude there is little bit more consumer broadband. And those are really a reflection of inbound interest that we are getting from some really high-quality potential counterparties that we are entertaining. And when you look at the asset mix, the types of deals, I think there is a very heavy component of QRS activity in the pipeline versus TRS activity. So again, can’t predict timing nor deals, but when you put all that together, there is a very heavy component of QRS activity building.

Alright, great. Just one quick follow-up, if I can. Is there – what sort of potential upside, I think you have got 25 towers or so you are working on Mexico. Can you either – can you give us an idea of a potential upside there after this initial round of construction?

Yes. I think the best way to think about that, Frank, is as we talked about initially the platform that we are establishing there and the core anchor customer that we have. And we have resisted naming that customer, but it’s a core anchor customer, very high credit quality and we have an outstanding team and platform in place and expect to use that team to grow both organically. So, I do think there are more build opportunities there. In fact, we think there are substantial build opportunities, but there are also acquisition opportunities there that we are very excited about. So, as I mentioned in my comments, I think you will see continued activity there in addition to the U.S.

Hey, Frank, this is Mark. Just to also follow-up on your QRS question, just keep in mind that really the only thing that doesn’t go – that needs to go into the TRS would be linked services. So, a lot of the things that we talk about on these calls are dark fiber and small cell accelerating and those are definitely QRS eligible and we will work on and are working on making sure that any dark fiber or small cell activity at PEG and Tower Cloud can either be transferred over to the QRS or can go into the QRS assets initially built.

Okay, great. That’s really helpful. Thank you.

Thank you. And our next question comes from the line of David Barden with Bank of America. Your line is open. Please go ahead.

Hey, guys. Thanks for taking the questions. I guess, my first one Mark would be following the Tower Cloud deal announcement, I think you talked about it being an accretive deal. Obviously, we took down the guide $0.02 for a lot of the financing that’s been done, but we obviously haven’t included the Tower Cloud financial. So, could you kind of I guess, number one, just kind of revisit kind of what the run-rates of Tower Cloud are? And second, should we be expecting third quarter guide to kind of come back up for the year now once Tower Cloud is in it?

Yes. So, the only thing that really affected our guidance that we gave was the capital market transactions that we did during the quarter. There was a little bit of the change on purchase price allocation between real estate and non-real estate. And just to mention also on our guidance, we talked earlier about synergies on Tower Cloud. We actually did take down a little bit of our expected G&A in the third and fourth quarter, because we actually see some capabilities within Tower Cloud and PEG, where we will not have to hire and incur some costs at CSAL, because those activities that we had planned for can be absorbed by Unity Fiber. So, we are actually starting to see some synergies. What we had said previously in terms of Tower Cloud was the first quarter they had a little bit over $10 million of revenue. They had adjusted EBITDA of about $3.5 million for the quarter. And then I think what I have said previously was they were incurring about $10 million of net success based CapEx and I expect all those things are pretty consistent with what I would tell you today on success based CapEx and the maintenance CapEx on Tower Cloud, pretty minimal. They incurred less than $0.5 million on maintenance CapEx in the first quarter and I don’t really see that taking up much over the balance of the year. So I think that will remain fairly steady. I do think and what we had indicated at that as I do think in the fourth quarter going into 2017, you will start to see revenue turn up associated with additional broadband, our bandwidth being sold as well as the dark fiber sites turning over and revenue starting to be generated from that. That said, we are not – don’t really want to give guidance – full year guidance on PEG until after the closing – I am sorry, until on Tower Cloud, sorry.

Okay, got it. And then just the second, just a follow-up on this question of kind of the use of equity, I appreciate that there is a strong kind of maybe strategic counterparty component to using it, but it’s obviously your most expensive form of capital at this stage of the game, is there a resistance to moving north of the 5.6 leverage or is there a willingness to do that as long as counterparties are willing to let you just pay cash?

Okay. So on the 5.6 leverage, I think what I have said kind of consistently is we are not trying to change our target leverage. I think the 5.6 overall leverage that we are at today we will – as we draw down on the revolver, I think leverage will go up incrementally, the revolver is there primary in order to take down acquisitions, possibly to fund some success based CapEx going forward, but primarily for M&A activity. So as we draw down on the revolver, the leverage will go up. But then I would expect as we put permanent capital structures in place over time that the leverage will come back down. So I think 5.6, I would say we are going to be right around there plus or minus going forward.

David, I would say that most of the opportunities we are looking at are cash or all cash are very heavily – very heavy cash related. Even though counterparties may be interested in our equity, we will continue to guard using it as consideration very carefully, like we have in the past.

Got it. And then my last question relates to – Kenny you said that, “all signs point to attractive opportunities in U.S. and Latin American markets” when you refer to Latin America markets are you speaking specifically to Mexico or are you casting now a wider net further south?

Yes. David, I would say predominantly Mexico, although there are other markets that are attractive. But we are predominantly focused on Mexico.

Great, alright. Thanks so much.

Thank you. And our next question comes from the line of Simon Flannery with Morgan Stanley. Your line is open. Please go ahead.

Hi, it’s Spencer for Simon. Thanks for taking the question. Just a quick follow-up on your QRS comments, moving forward how should we think about the mix of deals between TRS and QRS, it sounds like at least in the near-term, you are more tilted towards the QRS. And I think remind me if I am wrong, but current capacity under TRS is roughly $800 million or so. And then finally, can you talk about the difference if any, between the potential initial yields with yields in TRS versus QRS? Thanks.

Yes. With respect to the mix of QRS versus TRS, I think we covered that a little bit with Barry’s question, but – and it’s hard to predict. But based upon what we are focused on today, what’s in the pipeline, I think there is a heavy component of QRS activity. And as Mark mentioned, even though an opportunity or a transaction may initially go into the TRS, over time you will see a lot of that move into the QRS. And so TRS is almost a transient opportunity or situation with a lot of the acquisitions that we are looking at. So eventually, you will see very heavy – or you will continue to see heavy activity across the board. But eventually most of our opportunities will wind up in the QRS.

Yes, this is Mark. Just one more thing I would add on that, I think the important question on the TRS is also what the tax paying status of activities are going on in the TRS. And as I have mentioned before on PEG, we have got – we have a number of ways to shelter any revenue or income in the TRS. So on PEG, we are getting a step up basis on the assets. And then as I talked about before, we also have put in our company notes in place in order to kind of incur interest expense at the TRS and income at the QRS. Tower Cloud is a little bit different. We are not getting a step up on basis of the assets, but we are getting with Tower Cloud is we are inheriting about $60 million of NOL carry-forwards. So again, I don’t expect the TRS to be a taxpaying entity for quite sometime. And so just think about – as a general rule, think about the TRS is not going to be a taxpaying entity and the QRS is certainly not going to be a taxpaying entity.

Great, thanks. And then again on any difference in the initial yields between those two entities?

We don’t really know. We don’t really think about kind of there being a difference in the yields on what goes into QRS versus TRS.

Okay, great. Thank you.

Thank you. And our next question comes from the line of Brett Feldman with Goldman Sachs. Your line is open. Please go ahead.

Thanks. Just two questions and just still following up on the QRS theme here. Earlier, I think you said something about some of those potential deals being consumer broadband. And I am wondering if what you meant is that some of the deals you may do in the QRS are similar to what you did with Windstream initially meaning an operating company that you take over the network from and leaseback from them or has it really seemed like the initial deal with Windstream was very unique and not probably a structure we will see again?

Good morning, Brett. Yes, I think your – what you characterize is accurate. And with respect to the types of consumer broadband deals so similar to the Windstream structure. And when I say similar, I mean taking the underlying real estate, we take the underlying real estate and lease it back to the operating business over a long period of time, so very similar to what we did with Windstream. And the differences could be the type of asset. It maybe copper or it maybe coaxial or it maybe fiber or it maybe a combination and it may or may not be for the entire network as we did for Windstream or the vast majority of Windstream’s network. It could be for segments of it or for even new builds. And we have talked about all that in the past and those are the types of opportunities that we are looking at.

Got it. And then just to go back to a point you made, an important point you made earlier, which is that a big chunk of what Windstream spends on CapEx ultimately becomes your property. And I will just assume that, that’s basically 100% fiber meaning a portion of the network you own that is copper is being upgraded to fiber by Windstream. And because it’s an upgrade of an existing piece of the network, you take possession of it. So, is it fair to say that this is substantially copper-to-fiber enhancement in your network?

Yes, that’s correct.

So, my question to follow-up on that is does that actually help your secured borrowing capacity, because the underlying quality of your asset is improving or does it give you better rates? I am just trying to think about how that can be a benefit to you beyond just having Windstream sort of handle all that work?

I don’t think about it as improving our secured borrowing capacity. What I think about it as doing is continually to – it continues to upgrade the quality of the network. And so even though we don’t get additional – and so this is primarily overbuilding the copper portion of our network with fiber. So, I think about it as continuing to improve the network – the quality of the network that we own and we lease to Windstream.

Got it. Alright, thank you for taking the question.

Thank you. And our next question comes from the line of Michael Rollins with Citi. Your line is open. Please go ahead.

Yes, hi. Thanks for taking the question. Just curious if you could just take a step back strategically, can you talk about how you are viewing the wireless infrastructure side strategically in terms of the best place for capital for you? And is it the best place to put capital given your cost of capital, such that as the market could give you a lower cost of capital over time, you might then diversify into other property arenas, other types of triple net businesses or do you view the wireless infrastructure business as just the best place to put capital regardless of what your cost of capital is? Thanks.

So Michael, good morning, we don’t look at anything independent of our cost of capital. So we always keep an eye on that. I think that the wireless infrastructure, broadband infrastructure is we think an outstanding area to put our capital to work. It’s an area that has multiple asset classes, whether its fiber or towers or ground leases, increasingly small cells, which we think are predominantly fiber driven. We think the assets are increasing in value versus depreciating. We think carriers are very interested in finding partners to help them finance those assets. And as a REIT, we are very uniquely situated to do a lot of that, particularly given that many of the underlying contracts on these assets are very long-term, predictable, cash paying contracts with escalators or growth potential through lease-up potential. So when you think about all those characteristics, we think it’s a fantastic place for us to put our capital to work. We are very focused on fiber. That continues to be the dominant asset for us and that’s reflected on our pipeline and frankly, in our activities so far. And I think that’s going to continue, but these other assets do fit as well. And with respect to triple net versus operating, I think a lot of these assets have both an operating component and a triple net opportunity. There are absolutely situations where we can – where we are and have been looking at assets that are in the wireless broadband arena that could be treated as triple net versus operating. Ground leases, for example, are an extremely passive asset. And the ones that we have accumulated so far have been true triple net assets. And we expect that to continue. So Mark, I don’t know if you want to add anything.

One thing I would say, having talked with the rating agencies about asset types, I would say that wireless infrastructure assets are viewed very favorably by the rating agencies.

Thanks very much.

Thank you. And I am showing no further questions at this time. And I would like to turn the conference back over to Mr. Kenny Gunderman for any closing remarks.

Thank you and thank you all for joining our second quarter earnings call. And we look forward to speaking to you all on our next call.

Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program. And you may all disconnect. Everyone, have a great day.