Earnings Labs

Uniti Group Inc. (UNIT)

Q3 2016 Earnings Call· Mon, Nov 14, 2016

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Transcript

Operator

Operator

Welcome to the CS&L Third Quarter 2016 Earnings Conference Call. My name is Andrew and I will be your operator for today. This call is being recorded and a replay will be available beginning at 1 o’ clock PM Eastern Time today. Both the telephone replay and the webcast will be available on the company’s website at www.cslreit.com until December 4, 2016 at 11:59 PM Eastern Time. [Operator Instructions] The company would like to remind you that today’s remarks include forward-looking statements and actual results could differ materially from those projected in these statements. The factors that could cause actual results to differ are discussed in the company’s filings with the SEC. Some of the comments today will refer to information posted on the CS&L website at www.cslreit.com. This includes information on the acquisition of the NMS Tower portfolio and you’re encouraged to reference that presentation. 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 on the company’s current report on Form 8-K dated today. I would now like to turn the call over to CS&L’s Executive Vice President, Chief Financial Officer and Treasurer, Mark Wallace. Please go ahead, Mr. Wallace.

Mark Wallace

Analyst

Thank you and good morning, everyone. We've been active on multiple fronts since our last quarterly call with the earlier than expected closing of Tower Cloud, the acquisition of NMS we announced this morning, our successful term loan B re-pricing and pursuing multiple other acquisition opportunities. We certainly intend to continue that momentum as we head into the last few weeks of 2016. We'd like to spend most of the call today discussing our acquisition of the NMS portfolio, but I’ll start with a review of our recent financial performance. We're pleased to report that our operating results for the third quarter were again in line with our expectations with consolidated revenues of just over 200 million and consolidated adjusted EBITDA of 175.7 million. AFFO for the quarter was $0.65 per diluted common share. Net loss attributable to common shares after transaction related costs, was 4.1 million or $0.03 per diluted share. Leasing segment revenues were 169.5 million with adjusted EBITDA of 165.2 million. Once again, our leasing segment benefited from over $41 million of improvements this quarter to our network made by Windstream with their capital. On a cumulative basis, since our spin-off, we have benefited from nearly $181 million of tenant capital improvements completed by Windstream. Uniti Fiber reported revenues of 25.2 million and adjusted EBITDA of 9.3 million for the quarter. Uniti Fiber’s results for the three months ended September 30 include a full quarter of operations of PEG Bandwidth as that acquisition closed on May 2 and one month of operations for Tower Cloud as that acquisition closed on August 31. Reported CapEx -- reported maintenance CapEx for the quarter was 1.4 million and success-based CapEx was 6 million. We remain confident that we will achieve the PEG, Tower Cloud integration synergies previously outlined at $2…

Kenny Gunderman

Analyst

Thanks, Mark. Good morning everyone and thank you for joining us. This morning, we're pleased to announce the acquisition of Network Management Holdings or NMS and the formal creation of Uniti Towers. I will turn to Uniti Towers shortly, but let me first comment on NMS. We're acquiring 359 wireless towers in Latin America for $65 million. There are numerous reasons why this portfolio is very attractive to us and furthers our strategic objectives. First, the anchored customer relationships are highly attractive and synergistic with our strategy. 90% of the revenue is with three investment grade international wireless carriers and 60% of the revenue is with existing -- is with an existing CSAL customer in the US. Our agreements with these customers are long term and highly predictable with average remaining initial lease terms of 8 years. All three of these customers have committed to growth and investment in substantial additional mission critical infrastructure. So we believe the opportunity to scale these relationships is material, not only in towers, but also fiber. Secondly, 75% of the tower cash flow is in high growth and stable Latin American markets. As mentioned, in each market, there are multiple investment grade international wireless carriers and AT&T is a recent new entrant into Mexico and Colombia. Not only is that move a validation of the growth potential in these markets, we also expect this move to further fuel competition and infrastructure spending in general. 4G is very underpenetrated in these markets. Mexico's at 6%. Colombia is at 8% and Nicaragua at 0%, while the average global 4G penetration is 29%. We believe investment is required in towers, fiber and other mission critical infrastructure to enhance 4G penetration. For example, the average towers per subscriber in these markets collectively is 50% to 80% below the…

Operator

Operator

[Operator Instructions] Our first question comes from the line of Phil Cusick from J.P. Morgan. Your line is open.

Phil Cusick

Analyst

Couple if of I can. First, can you give us any kind of multiple on the tower deal? You talked about a 20% IRR. What does it take to get there and can you give us a day-one yield?

Mark Wallace

Analyst

This is Mark, so the multiple is 18 times on the local country tower cash flows. So it represents on a US dollar basis about a five and a half initial yield on the current operating portfolio.

Phil Cusick

Analyst

And do you a hedge on the Mexican currency or you said there's some sort of collar on the currency?

Mark Wallace

Analyst

There is a collar in terms of how far exchange rates can fluctuate before the parties have an opportunity to renegotiate the prize. So it's a 15% fluctuation on the Mexican peso and a 20% fluctuation on the Colombia peso.

Phil Cusick

Analyst

Have we already broken through the Mexican side?

Mark Wallace

Analyst

It’s a ten-day average and it's a ten-day average between signing and closing.

Phil Cusick

Analyst

And can you talk about interest in doing more in the US, a tower overbill model maybe in partnership with the particular carrier.

Kenny Gunderman

Analyst

Phil, first let me hit the last part of your first question, which was the 20% IRR. So couple of couple things, there's contractual attractive escalators built in across the markets on our customer relationships. So that's a driver, but then beyond that we have very modest lease-up assumptions which again I think are conservative appropriately so but conservative. So we think those returns are very achievable.

Phil Cusick

Analyst

I'm just curious how you get to 20% IRR with that structure when you paid 18 times locking in.

Kenny Gunderman

Analyst

We can walk you through the math.

Phil Cusick

Analyst

We can do it offline.

Kenny Gunderman

Analyst

Offline Phil, so we are confident in the math. But to your second question, I think the answer is yes, and I think one of the appealing things about this NMS transaction and what we've been doing in Mexico in general is growing closer to some very important customers International and US customers on the tower side and we do think that there's a very, very nice opportunity in the US. And we expect to continue focusing on that and I think we’ll have more to say on that in the coming months.

Phil Cusick

Analyst

And this sort of goes to the same question, but I struggle with the company's value add in towers. It seems like the tower market is, A, very transparent and B, structured with a bunch of people who also don't pay taxes. And so your unique advantage in other areas doesn't really come to bear here. Aren’t there other places where you would have a more unique ability to deploy capital?

Kenny Gunderman

Analyst

Yeah I think there's a couple things, Phil. First of all, we've talked about this and I think it will become more apparent over time, but we do think that the tower business and tower real estate are complementary to our fiber strategy and they drive more business towards our fiber strategy. So, although towers are important to us, they're not our focus, fibers our focus and we're looking for ways to scale that business, we're looking for ways to drive more opportunity into that business and towers are a way to do that. In addition to getting closer to our customers there are bundling centers both real and sort of intangible. So that’s one point. These are important for driving business to the fiber side of our business. But secondly - well - and secondly, look we're a new entrant into the tower industry and we're not you know and that gives us a lot of flexibility on structuring transactions and opportunities that are not only good transactions for us but are also good transactions for the carriers. And so I do think there is a bit of the unique opportunity for us that others don't possess. And again I think there will be more to be said on that in the coming months.

Operator

Operator

Thank you. Our next question comes from the line of Barry McCarver from Stephen Incorporated. Your line is open.

Barry McCarver

Analyst

First off, Mark, in your prepared remarks, I think you said that since the close of Tower Cloud, Uniti Fiber has seen revenue grow 21%. Re-implying an organic growth rates for that business and what's a good outlook if that's not the case?

Mark Wallace

Analyst

Hey Barry, so what I said was revenues under contract. So if we look at - so what I said was the revenue under contract that we have so that would be revenues that exist under revenues contractual for the future that will be recognized over the next five and a half years. So it's really a reflection of backlog that's growing and contracts as I mentioned that had been that were renewed and therefore the contract length and the contract value is now longer.

Barry McCarver

Analyst

Okay that makes sense.

Mark Wallace

Analyst

That was, that if you remember that was one of the - kind of the key metrics that we gave out in our original IR presentations of both the Tower Cloud and the PEG Bandwidth acquisition.

Barry McCarver

Analyst

And then for the 114 towers under-development at NMS, what's the timeline for completion and will you expect kind of the run rate of new deals there to look like once you get that closed.

Mark Wallace

Analyst

So those will all be completed within a year and I actually expect that they'll be completed inside of a year, so maybe within the next nine months or so. So should be relatively short term.

Barry McCarver

Analyst

And any guess on the pipeline of new bookings there?

Kenny Gunderman

Analyst

New bookings in NMS you mean, Barry?

Barry McCarver

Analyst

Correct.

Kenny Gunderman

Analyst

I think it's - we sort of look at it independent of NMS frankly. We do think there's more build opportunities in Mexico in particular. And we haven't said what we think those numbers are but I do think there's more to come, in Mexico in particular.

Operator

Operator

Thank you. Our next question comes from the line of David Barden from Bank of America Merrill Lynch. Your line is open.

Unidentified Analyst

Analyst

Hey guys it's Josh in for David. Thanks for taking the questions. I just want to ask about the FiberNet deal that was announced about two weeks ago. And just wanted to see if you guys had looked at it and kind of how that valuation impacts new deals that you see in the pipeline. Thanks.

Kenny Gunderman

Analyst

So, we obviously saw the deal, very interested in it, it was not a transaction that was in our funnel or pipeline for variety of reasons. So we didn't consider it a loss. I think the valuation was very - it was a strong valuation which from our perspective we think validates our thesis on the mission critical nature of fiber but it also we think reinforces the underlying net asset value of the fiber that we own, 4 million plus strand miles, 90,000 plus route miles. So, I think the other thing that I mentioned in my remarks that really important is the pickup in M&A activity around fiber in particular has been very good for us. So on the one hand there is more competition for assets but on the other hand and certainly outweighing that is the activity itself is good in the sense that if we have more opportunities for partnering on sale leaseback and whole company acquisitions ourselves. So, I think that deal was just one of the series of deals all of which have built up a lot of activity in the space which we’re excited about.

Operator

Operator

Thank you. Our next question comes from the line of Frank Louthan from Raymond James. Your line is open.

Frank Louthan

Analyst

Talk to us a little bit more about the fiber opportunity in Latin America. Give us an idea of what you that opportunity can be. And then just on the revenue coming from the Latin American acquisition is that assumed none of that’s in US dollars, if could clarify that, that would be great.

Kenny Gunderman

Analyst

So Frank, I think when you look at Mexico in particular we think there could be 75,000 new towers coming as the infrastructure investment there really kicks into high gear particularly with AT&T's entrance there and the competition that we think is coming. So it’s a lot of towers and similar to kind of the land grab that happened in the US around backhaul a few years ago, we think that could happen in Mexico. Now to what extent we participate in that is still remains to be seen. We have a lot of very attractive fiber opportunities that we're prioritizing here in the US. But we do like opening up the potential investment channel in Mexico particularly with AT&T there as it relates to backhaul. So more to come on that as we continuously prioritize on our investment opportunities but we do think there will be a big opportunity there in general.

Frank Louthan

Analyst

And just another clarification, you described the M&A activity and looking at potentially bringing you lot of [indiscernible] for sale leaseback, can you just walk us through some of the discussions you're having, what does that exactly look like and how prevalent is this in the M&A activity out there, is it a couple folks on the front trying to make a deal work or is this - how significant of an opportunity is there for you to participate tangentially in some of this other M&A.

Kenny Gunderman

Analyst

Well, I can't mention specific names obviously, but what I would say is over the past 18 months since we became public, we've had discussions with a spectrum of potential partners on M&A including new entrants into the industry such as private equity buyers and existing strategic players in the industry looking to make acquisitions. And when you think about fiber acquisitions and whether it would be pure fiber companies or potentially companies that are a combination of fiber and ILEC businesses, there are a lot of opportunities for consolidation. And so many parties that we've talked to look at our structure as a way to provide a tax efficient separation of the underlying telecom real estate from the operations, but at the same time locking exclusive use of the underlying real estate and potentially getting a value or multiple arbitrage based upon how we can value the real estate versus how they would value it on their own. So, the more we have - the longer we've been public and the more people have become comfortable with our structure in addition to the improvement in our cost of capital and the recent wave of activity in the space have all kind of led to a lot more conversations and a lot more serious conversations around this alternative.

Frank Louthan

Analyst

So my guess is sort of in the case for a while as your sense that the transaction you participate in is a lot more imminent now than say it was a year ago.

Kenny Gunderman

Analyst

Yeah, I think more actionable for sure.

Operator

Operator

Thank you. Our next question comes from the line of Greg Williams from Cowen and Company. Your line is open.

Greg Williams

Analyst

Can we just talk about the sale leaseback competition a little bit further, where do an EarthLink sale leaseback carve out be part of that conversation or are you looking to more diversified revenue streams from one tenant and how would you weigh that decision? My second question is just around that IRR of the LATAM assets. What kind of SG&A can we expect either from a dollar amount or percentage of revenue and what can we expect in terms of AFFO accretion? Thanks.

Kenny Gunderman

Analyst

Sure, I'll let Mark take the second question, but on your first question, I think obviously we are very focused on the EarthLink transaction thing, it's a really good transaction for Windstream, we think it's credit enhancing and I know when Tony was asked the question about a sale leaseback, he answered that it could be an option that they're interested in pursuing and what I would say is that's an option that Windstream wants to pursue, we're very happy to engage in discussions around that to see us if there's something that makes sense for both of us. And I think that in general, if we can find ways to help our largest customer and to do things that are credit enhancing for our largest customer we're going to look very, very hard at that. But as we've mentioned before, our goal is to diversify and will always look at potential sale leaseback options - additional sale leaseback options with Windstream in the context of other options that we have and we’ll prioritize - we’ll prioritize those appropriately at the team.

Mark Wallace

Analyst

This is Mark, on your question about G&A because we're leveraging our existing team. My guess would be that the incremental SG&A for NMS will be somewhere around $0.5 million to $1 million per year.

Operator

Operator

Thank you. Our last question for the day will be coming from the line of Simon Flannery from Morgan Stanley. Your line is open.

Spencer Gantsoudes

Analyst

Hi, it’s Spencer for Simon. Can you give us quick update on the pipeline mix in terms of fiber tower ground leases, et cetera. And then also on the deal size mix as well, I think earlier you guys mentioned there was the amount of bigger deals was increasing.

Kenny Gunderman

Analyst

On the asset type more than 60% remains fiber focused, a little over 20% is towers and about 13% ground leases. This is a snapshot in time, this changes but that's the snapshot in time. In terms of the deal sizes, roughly 60% of the deals are less than 250 million and over 20%, almost 25% are deals of greater than 500 million. So the trend of looking at bigger deals is continuing and I expect - I continue to expect that number to grow over time.

Operator

Operator

Thank you. Thank you ladies and gentlemen that now concludes our Q&A session. I'd like to turn the call back over to management for closing remarks.

Kenny Gunderman

Analyst

Thank you all for joining us today and we look forward to talking to you on our next call.

Operator

Operator

Ladies and gentlemen thank you again for your participation in today's conference. This now concludes the program and you may all disconnect at this time. Everyone have a great day.