Earnings Labs

Uniti Group Inc. (UNIT)

Q1 2018 Earnings Call· Thu, May 10, 2018

$11.66

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Transcript

Operator

Operator

Welcome to the Uniti Group First Quarter 2018 Conference Call. My name is Emani, and I will be your operator for today. A webcast of this call will be available on the company's Web site, www.uniti.com, beginning May 10, 2018, and will remain available for 14 days. At this time, all participants are in a listen-only mode. Participants on the call will have the opportunity to ask questions following the company’s prepared comments. Forward-looking statement disclaimer. 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. Our remarks this afternoon will reference slides posted on our Web site and we encourage you to refer to those materials during this call. Discussions during the call will also include certain financial measures that were not prepared in accordance with generally accepted accounting principles. Reconciliation of those non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the company's current report on Form 8-K dated today. The company will not be responding to questions regarding Windstreams’ current litigation during this conference call as Uniti Group is not a party to that litigation. I would now like to turn the call over to Uniti Group's Chief Executive Officer, Kenny Gunderman. Please go ahead, Mr. Gunderman.

Kenneth Gunderman

Management

Thank you, Emani. Good afternoon everyone and thank you for joining. Please turn to Slide 4 in our presentation. I’m very pleased to announce that we closed on the first tranche of our TPx sale-leaseback transaction last week including the Nevada, Texas and Massachusetts markets. We still expect to close on the California assets in the third quarter of this year. We also announced the acquisition of 30 long-haul intercity dark fiber routes from CenturyLink that helped facilitate the U.S. Department of Justice required divestitures from the CenturyLink/Level 3 merger. These are highly strategic routes and we already have an anchor tenant lease in place with multiple additional lease-up agreements currently in negotiation. I’ll talk more about the specifics of the CenturyLink transactions later in the call, but the TPx and CenturyLink transactions demonstrate both that the telecom industry continues to embrace the idea of shared fiber infrastructure and the momentum we are gaining at Uniti Leasing. Given the continued growing opportunity we see at Uniti Leasing, we’ve recently asked Ron Mudry to assume the role of Chief Revenue Officer at Uniti Group. Ron was previously Uniti Fiber’s President of Sales and Business Development and is a 35-year telecom industry veteran. As CRO, Ron will devote a significant amount of his efforts to leasing up the substantial inventory of available fiber we now have at Uniti Leasing, as well as pursuing new sale-leaseback and other related transactions to add more valuable fiber to our growing portfolio. Ron will also be focused on delivering a full suite of services to our large customers including wireless carriers. We are uniquely positioned as a holistic infrastructure partner to the wireless carriers with our fiber solutions, small cell capabilities, macro tower deployment capabilities and our proprietary Uniti Leasing business. Andy Newton will now lead…

Mark Wallace

Management

Thanks, Kenny. Good afternoon, everyone. We’re pleased to be able to raise our full year 2018 guidance today driven by increased activity at Uniti Leasing. Both the TPx and CenturyLink transactions increase our recurring cash flows, add to our portfolio of strategic fiber assets at Uniti Leasing and the transaction structure serve as templates for future deals. Industry dynamics continued to be healthy across all of our business units and we continue to focus on revenue and cost synergies across all three verticals. With that backdrop, I’m also pleased to report solid first quarter results that were in line with our prior guidance. Turning to Slide 6 in our presentation. We reported consolidated revenues of 247 million, consolidated adjusted EBITDA of 197 million, AFFO attributable to common shares of 109 million and AFFO per diluted common share of $0.62. Net loss attributable to common shares for the quarter after transaction and integration-related costs was 0.9 million or $0.01 per diluted share. Net income for the quarter included a $3.9 million unrealized non-cash gain related to mark-to-market adjustment on our contingent consideration agreements. This gain has been excluded from both AFFO and adjusted EBITDA. Effective January 1 of this year, we adopted the FASB’s new revenue recognition standard utilizing the modified retrospective approach. As a result, we recorded a cumulative adjustment to increase opening equity by $1.9 million. The change primarily related to commissions that were previously expensed but that now be capitalized, amortized over at the related contract term. Prior year comparative information has not been adjusted and continues to be reported under the prior revenue recognition method. Our leasing segment revenues were 172.8 million with adjusted EBITDA of 172.4 million for the first quarter of 2018. Windstream made over $47 million of improvements during the quarter to our network…

Kenneth Gunderman

Management

Thanks, Mark. Please turn to Slide 11. We acquired a strategic fiber portfolio consisting of 30 long-haul intercity dark fiber routes. These attractive high-demand assets totaled 11,000 route miles and 270,000 fiber strand miles across 25 states. In connection with this acquisition, we’ve already executed a material 20-year anchor tenant lease with a Fortune 100 company for 11% of the fiber strand miles and anticipate substantial lease-up activity in the future, including potentially more later this year. Our anchor customer on this transaction represents Uniti’s first material win with a large Web scale provider. We believe this could lead to more opportunities not only with this customer but other large Web scale providers. This transaction, along with the acquisition of the 7,000 strand miles of non-exclusive used fiber that we acquired from TPx, demonstrates our ability to acquire fiber in bulk and lease it out in tranches. Further lease-up of these routes will provide attractive economics with incremental adjusted EBITDA margins potentially near 100% on future tenants. Importantly, these transactions demonstrate that there are substantial portfolios of valuable fiber at both large and small carriers that could more efficiently be owned in our REIT-shared infrastructure model. We will continue to add to our portfolio in the coming quarters. This acquisition is immediately accretive to AFFO in 2018 and will increase our revenue diversification by 1% by the fourth quarter of this year. Turning to Slide 12, you’ll see our updated network footprint which includes the CenturyLink and TPx transactions. 730 CenturyLink routes overlap our existing Uniti Fiber footprint and may provide for additional off-net to on-net synergies for Uniti Fiber. Turning to Slide 13. We own a unique portfolio of assets in some of the fastest growing segments in telecommunications. We have significant leasable capacity across all of our business units and because the incremental cost of adding new tenants is relatively small, we can drive attractive incremental yields across all of our asset classes. We expect these strategic assets will position us well for sustained organic growth for many years. Operator, we will now take questions.

Operator

Operator

Thank you. [Operator Instructions]. Our first question comes from Matthew Niknam with Deutsche Bank. Your line is now open.

Matthew Niknam

Analyst

Hi, guys. Thank you for taking the questions. Just two, if I could, one on the M&A pipeline. I think last quarter you had talked about getting diversification or targeting revenues sort of ex-Windstream at about 50% in the next 12 to 18 months. TPx and the CenturyLink deal appear to sort of help you out by about 4%. But I’m wondering, is that still sort of the target in the next 12 to 18 months and what’s the path to get you there? Is it several larger deals, is it multiple smaller deals? So if we can get any sort of updated color there. And then secondly, you mentioned sort of increasing guidance. One of the components to increasing guidance was additional lease-up at Uniti Leasing. And I’m wondering is that referencing the TPx or CenturyLink properties or is this also additional lease up you’re seeing on the sort of – assets held at the Windstream lease? Thanks.

Kenneth Gunderman

Management

Hi, Matt. It’s Kenny. Thanks for the questions. I’ll take the first one and then Mark can take the second one. In terms of the 50% goal that we have given for midyear 2019, we still feel good about it. And we don’t just use that number and give that time period loosely. We really have put some thought into it just like we have in the past. I think we set goals around achieving diversification levels in the past and we’ve actually achieved those and think we’ll achieve this one. And to give you a little bit of color on how we arrive at that and to your – directly to your question about are these smaller deals or larger deals or some combination? We really do look at our funnel and look at specific opportunities that we have in the funnel. We’re not speculating about things on the comb [ph]. We’re really including opportunities that are in our funnel where we’re having conversations with counterparties, and we probably weigh the success of those various opportunities, we probably look at the valuations of those opportunities, the competitive landscape of those opportunities. And we overlay with that our cost to capital, what we think our cost to capital will be over time. We also look at our access to capital both public and private and put all those things together and arrived at where we really think we can be in 12, 18 months and still feel very good about that target. And our funnel includes smaller transactions like the couple that you mentioned. It includes midsized transactions similar to ones we’ve announced in the past and it certainly includes larger, more transformative transactions that we talked about in the past. So good mix of all those things. So we still feel good about it. But again, it’s a target. It’s not a mandate. We’re not going to do it at any cost. We’re going to do it where it makes sense for us, so still feel good about it.

Mark Wallace

Management

And on your second question, the initial lease-up. Leasing is solely related to the CenturyLink assets.

Matthew Niknam

Analyst

Got it. Thank you.

Operator

Operator

Thank you. Our next question comes from Philip Cusick with JPMorgan. Your line is now open.

Philip Cusick

Analyst · JPMorgan. Your line is now open.

Hi, guys. Thanks. The Web scale customer who took down 30,000 strand miles in that CTL deal, can you help us understand the intended use? And how did that transaction come about? Did you develop the customer or was it already there with CTL before?

Kenneth Gunderman

Management

Hi, Phil. It’s Kenny. I’ll take that. So I can’t comment on what the use will be. That’s obviously up to our customer. But in terms of the source of it, it was definitely a customer that we developed ourselves. We’ve always been in dialogue with Web scale customers over time and we matched their need with this opportunity. So we’re very, very pleased about that. And we’ve talked in the past about synergies between and among our different businesses and this is an example of how the wholesale sales force at Uniti Fiber was instrumental in helping bring this customer to the table.

Philip Cusick

Analyst · JPMorgan. Your line is now open.

Okay. You also mentioned the potential for distributed data centers on the call. Have you spent much time on this? And aside from building fiber, how do you prepare your sites for opportunities like that?

Kenneth Gunderman

Management

Yes, so we’ve been spending more time on it, Phil, and there will be more to talk about in future calls. There’s a whole subculture of companies out there and professionals out there that are developing this opportunity as you probably are aware. So we’re spending time there. But we know that owning the backhaul to our own towers in and of itself is valuable from the standpoint of giving us more leasable connections whether it’d be on the tower or the fiber or both and definitely enhances our customer retention. And the distributed data center opportunity is really optionality. And it’s not something we see in the immediate term, the next 12 months or so, but certainly beyond that we do see it as an opportunity.

Philip Cusick

Analyst · JPMorgan. Your line is now open.

Okay. And one more if I can. How to ask this? An interesting and occasionally activist investor bought a new 4% position in the company back in the fourth quarter. I wonder if they’ve been involved with the company or the Board at all. And have they said what they hoped the company should do?

Kenneth Gunderman

Management

Phil, obviously we know – I think I know who you’re referring to. They can remain unnamed. Look, we’ve been in dialogue with this particular investor even before the investment. Numerous investor relations meetings to help them understand the story and get to know us and our strategy and frankly we’re pleased when we learned about the investment. They are long holders and our dialogue with them has been very constructive. And look forward to helping them continue to support Uniti going forward.

Mark Wallace

Management

Phil, it’s Mark. I’ll just add that we’ve had a long dialogue with them I’d say probably over the last year at least. And so we weren’t surprised when we saw the investment and that we have a very good relationship with them.

Philip Cusick

Analyst · JPMorgan. Your line is now open.

Thanks again, guys.

Operator

Operator

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

Michael Rollins

Analyst · Citi. Your line is now open.

Hi. Good afternoon. If you turn back to Slide 7, you described that the Uniti Fiber business is growing at about 8% off of pro forma in 2017. Can you help explain how much of that 8% you’re able to get with just the maintenance CapEx versus how much CapEx you’re spending this year to get the rest of the revenue growth and just maybe help us understand a little bit more the relationship to Uniti Fiber revenue growth relative to Uniti capital spending within the Fiber business? Thanks.

Mark Wallace

Management

So, Michael, I’ll try to kind of fill [ph] that. So the maintenance CapEx as you know it generally run around 3% of revenues for Uniti Fiber. And most of our capital goes towards the dark fiber and small cell projects. I’d say it’s not always – I’d say kind of the incremental capital that you need kind of varies by what the products are that you’re selling. But usually people want to try to estimate what the additional capital is that you spend for churn. I would say it’s relatively minimal for churn replacement although I don’t have a precise number, but it may be another 1% to 2% for additional churn replacement.

Michael Rollins

Analyst · Citi. Your line is now open.

And just in terms of some of the strategic transactions that you’re looking at, in the past you’ve talked about the opportunity to consider bringing investment to the project level versus at the Uniti corporate level. Can you maybe describe what your feelings are in terms of to go after larger strategic deals, the types of capital that you may be considering for those projects? Thanks.

Mark Wallace

Management

Yes. Michael, this is Mark and I’ll start and Kenny may want to add on. So you’re exactly correct. I would say both in our M&A pipeline but also partly as our discussions with some of the private capital sources. We’ve discussed and I’m trying to describe these previously, we have discussed and people have inquired about making an investment directly at one of our business units, so either Uniti – primarily either Uniti Fiber or Uniti Towers. And those transaction structures generally involve either a joint venture, kind of a traditional real estate joint venture type arrangement or they would involve an opco propco arrangement. Now I’d say more recently we’ve also had some discussions around opco propco structures on M&A targets where the sale leaseback transaction, at least our investment on the sale leaseback of the real estate assets would go into Uniti Leasing. So frankly we’re having those type of structural discussions across all three verticals that we have. And then as I’ve mentioned earlier or I had mentioned previously on the fiber capital sources, we’ve also had discussions about those investments being at the Uniti Group level as well.

Kenneth Gunderman

Management

Yes, Michael, the only thing I’d add to what Mark said is to emphasize the point about the creative structures that we’re seeing in our funnel for both larger and smaller transactions. I think it’s challenging for us to communicate what those are given the proprietary nature of them and the confidentiality of them. And so we understand that our investors want more color but it’s harder to give it. What I would say is if you look at what we have done to-date, we have made acquisitions of companies outright, we’ve put in place development programs where we’re spending capital over time on effectively CapEx programs where we’re building infrastructure. We have done triple net single use sale leasebacks, we’ve done triple net multiuse sale leasebacks and now with the CenturyLink transaction, we’re showing an example of us buying fiber portfolios in bulk with the opportunity for us to lease it up. So there’s a fair bit of creativity that we’ve demonstrated and I would say there’s that plus much more in our funnel that we’re excited about.

Michael Rollins

Analyst · Citi. Your line is now open.

Thanks very much.

Kenneth Gunderman

Management

Sure.

Operator

Operator

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

Alex Sklar

Analyst · Raymond James. Your line is now open.

Hi. This is Alex Sklar here for Frank. I apologize if I missed this. But did you disclose the purchase price for the fiber you got from CenturyLink and the revenue associated with that anchor tenant? And then does that represent the full extent of the intercity fiber divestitures or is there potentially another amount you can bid on? I know there were three other markets that they needed to divest as part of the deal. Thanks.

Kenneth Gunderman

Management

Alex, this is Kenny. We are not at liberty to disclose the purchase price unfortunately and frankly for competitive reasons we’d prefer not to anyway. But we’re not at liberty to disclose it. I will say as we referenced in our remarks and in the slide deck that we’re highly confident that we will recover our capital on the acquisitions within a year. So we think the payback on this capital deployed is less than one year. So we think it’s a win-win for CenturyLink. We helped them achieve a goal of divesting these routes that was mandated by the DoJ. It’s certainly a win for our anchor customer and for other customers we’re already in dialogue with, because these routes – this is an opportunity for them to acquire routes on a dark fiber basis that we think were otherwise unavailable. And it’s certainly a win for us because very, very pleased with the economics of the deal and the opportunity to lease up and get more – better economics going forward. So I think we have disclosed about as much as we can at this point on that. With respect to your question about the other mandated divestitures, I believe they’ve announced buyers for two of the markets publicly which leaves one other market and I don’t have anything to comment on with respect to that.

Alex Sklar

Analyst · Raymond James. Your line is now open.

Okay. Maybe switching topics, could you just give us an update on the opportunity you’re seeing from the FirstNet builds, if that started materially at all in any of your markets? Thanks.

Kenneth Gunderman

Management

So, Alex, we’ve chosen not to comment on specific customers and activity with customers. But what I would say is that we, like many infrastructure companies, we identified FirstNet as an opportunity many months ago, over a year ago, and began positioning ourselves for that. We thought there would be tremendous opportunity not only on new macro tower builds but also on fiber. And I would say that we feel extremely good about where we are positioned with respect to that opportunity. So I think there’s going to be a lot of opportunity for infrastructure companies and we think we’re uniquely positioned to benefit there.

Alex Sklar

Analyst · Raymond James. Your line is now open.

Okay, great. Thank you.

Kenneth Gunderman

Management

Sure.

Operator

Operator

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

Angela Zhao

Analyst · Bank of America Merrill Lynch. Your line is now open.

Hi. Thanks for taking the question. This is Angela Zhao on for David Barden. I want to ask about capital allocation. If I take cash from operations and subtract CapEx this quarter, I get to about 105 million in free cash flow which barely covers the 106 million of quarterly dividend. How does this relationship play out through time as returns flow from project-based CapEx? And then can you talk about how you think about capital allocation going forward? And I have one more.

Mark Wallace

Management

Yes, sure. So I’ll start. So in terms of our capital allocation policy, it’s really been pretty consistent since our spin-off nearly three years ago. So our capital allocation policy is investing for organic growth, so primarily in Uniti Fiber and now Uniti Towers and a lot of that going to the development of towers as well as dark fiber and small cell projects. We’ve certainly realized that in Uniti Fiber that that is consuming all of the cash flow and we’re investing in Uniti Fiber and we’re confident in doing that because of kind of underwriting work that we do with the dark fiber and small cell projects and making sure that we don’t do speculative projects but we actually have anchor tenants for any of the transactions that we embark on and then we underwrite the lease up pretty carefully as well. So as I’ve said previously on Uniti Fiber, most of those projects, the large projects will be competed in 2019, 2020 and then I think our capital intensity in Uniti Fiber will come down over time. On Uniti Towers just to address that, so we are investing. I think we have great opportunities for growth in the tower business. We expect to build about 300 towers this year. And frankly as we’ve kind of articulated on our last call, we think we can grow that over the next five years to be a $50 million revenue business and certainly hope to continue to invest in towers. So we think both of those businesses offer very good returns and we are happy to continue to invest in those businesses. And then frankly also is kind of Kenny alluded today on Uniti Leasing, we’re getting a lot of traction there as well. Anyway, so back on our capital allocation, it’s to grow through organic growth, it’s to grow through M&A which we also expect and have deployed a significant amount of capital. And then it’s to enhance our shareholder returns through the dividend as well.

Angela Zhao

Analyst · Bank of America Merrill Lynch. Your line is now open.

Got it, thanks. And then one more question. Can you talk about the competitive environment for the assets you acquired from CenturyLink without disclosing what you can? Thanks.

Kenneth Gunderman

Management

Yes, Angela, I’m afraid I can’t really comment in any detail on that question unfortunately.

Angela Zhao

Analyst · Bank of America Merrill Lynch. Your line is now open.

Okay, no worries. And then the investment capital that you talk about in the slide, is that just EBITDA minus CapEx in regards to about the one year payback?

Mark Wallace

Management

You mean on the CenturyLink transaction, yes, that’s a – there’s actually no CapEx on this. There will be no CapEx on this project. So it’s really just the purchase price less upfront payments that we’re receiving from our anchor tenant plus additional lease-up tenants.

Angela Zhao

Analyst · Bank of America Merrill Lynch. Your line is now open.

Okay, got it. Thank you.

Mark Wallace

Management

Sure.

Operator

Operator

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

Spencer Gantsoudes

Analyst · Morgan Stanley. Your line is now open.

Hi. It’s Spencer for Simon. Thanks for taking the question. Just a follow up on leverage. You guys I think in the past have said you want to stay below 6x. So now you’re at 5.9. What’s the appetite for taking up leverage higher to do a big deal or do you want to stay below 6x?

Mark Wallace

Management

Yes, so our target hasn’t changed. We still intend to maintain leverage about where it is now. Now what I have said is that the leverage will fluctuate somewhat as we take transactions down on our line and periodically we’ll go back to the capital markets to replace our revolver. But other than that, our target leverage has not changed.

Spencer Gantsoudes

Analyst · Morgan Stanley. Your line is now open.

Okay. And then obviously your stock price has done better recently. Does that – you’ve said before you’re uncomfortable issuing stock at the price it was before. Is it – are you approaching a price where it gets – those [indiscernible] become easier, or are you still trying to avoid issuing equity?

Kenneth Gunderman

Management

Look, we still view the stock as undervalued. And so I would think that any transaction or any issuance of stock would be in connection with a more strategic deal, M&A or otherwise that we would have to announce and I would hope that the stock price would reflect that transaction announcement.

Spencer Gantsoudes

Analyst · Morgan Stanley. Your line is now open.

Okay. Thank you.

Operator

Operator

Thank you. At this time, I’m showing no further questions. I would now like to turn the call back over to Kenneth Gunderman for closing remarks.

Kenneth Gunderman

Management

Thank you all for joining us today and we appreciate your interest in Uniti Group, and we look forward to updating you on our progress next quarter. Good afternoon.

Operator

Operator

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