Uniti Group Inc. Reports Second Quarter 2025 Results

Rhea-AI Summary

Uniti Group (NASDAQ:UNIT) reported Q2 2025 results and completed its merger with Windstream on August 1, 2025. The company posted Q2 revenues of $300.7 million, with a net loss of $10.7 million ($0.04 per diluted share) and AFFO of $0.36 per diluted share.

The merger creates a premier fiber provider with 240,000 route miles. Legacy Uniti shareholders received 0.6029 shares per share held, retaining 62% ownership, while Windstream shareholders received $371 million cash, preferred stock with $575 million liquidation preference, and 38% ownership plus warrants.

For 2025, the combined company projects revenues of $2.215-2.265 billion and Adjusted EBITDA of $1.11-1.16 billion, including Windstream's five-month contribution of approximately $1.0 billion in revenue and $160 million in Adjusted EBITDA.

Positive

• None.

Negative

• Q2 2025 net loss of $10.7 million ($0.04 per diluted share)
• High leverage ratio of 5.75x based on net debt to Q2 2025 annualized Adjusted EBITDA
• Projected net loss of $75-125 million for full year 2025
• Significant debt burden with $665 million in projected interest expense for 2025

Insights

Financial Analyst

Uniti-Windstream merger creates fiber powerhouse with mixed Q2 results and higher debt levels amid strategic transformation.

Uniti Group has completed its merger with Windstream, creating a substantially transformed company with 240,000 route miles of fiber infrastructure. The quarterly results show some concerning metrics alongside positive developments. Q2 showed a $10.7 million net loss ($0.04 per share), though AFFO remained positive at $0.36 per diluted share.

Revenue performance was mixed. While the core strategic fiber business grew 5% year-over-year, overall consolidated revenue came in at just $300.7 million. The company maintained high margins with Adjusted EBITDA of $242.6 million (81% margin), which is impressive for an infrastructure business.

The capital structure has undergone significant changes. Uniti issued $600 million in 8.625% unsecured notes to partially redeem $500 million of its more expensive 10.50% secured notes. The leverage ratio stands at 5.75x (net debt to annualized Adjusted EBITDA), which is high by industry standards, creating elevated financial risk.

The merger terms gave Legacy Uniti shareholders 62% ownership in the combined entity, with Windstream shareholders receiving $371 million cash, preferred stock with $575 million liquidation preference, and 38% of common stock plus warrants for an additional 6.9%. This complex structure reflects the challenges of combining these interrelated businesses.

The 2025 outlook forecasts revenue of $2.22-2.27 billion and Adjusted EBITDA of $1.11-1.16 billion, but projects continued net losses of $75-125 million. This indicates the merged entity still faces profitability challenges despite management's optimism about being "uniquely positioned" for industry trends like convergence and Generative AI.

Completes Previously Announced Merger with Windstream

Provides Consolidated 2025 Outlook for Combined Company

• Net Loss of $10.7 Million for the Second Quarter
• Net Loss of $0.04 Per Diluted Common Share for the Second Quarter
• AFFO of $0.36 Per Diluted Common Share for the Second Quarter
  

LITTLE ROCK, Ark., Aug. 05, 2025 (GLOBE NEWSWIRE) -- Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) today announced its results for the second quarter 2025. The second quarter results and highlights presented in this release are for legacy Uniti Group Inc. (now known as Uniti Group LLC and a subsidiary of the Company) prior to the previously announced business combination with Windstream, which closed August 1, 2025, as discussed in greater detail below.

“This is an exciting time for Uniti as we enter a new chapter in the Company’s history with the completion of our merger with Windstream. The combination creates a premier insurgent fiber provider with approximately 240,000 route miles that is uniquely positioned to benefit from many favorable tailwinds driving the communications infrastructure industry, including convergence and Generative AI,” commented Kenny Gunderman, President and Chief Executive Officer of Uniti.

Mr. Gunderman continued, “We saw another quarter of solid results at Uniti and continue to successfully execute on our priorities we set out earlier this year. Our core recurring strategic fiber revenue grew approximately 5% in the second quarter of 2025 when compared to the second quarter of 2024, consolidated bookings were consistent with levels in recent quarters, and the capital intensity of our fiber business continues to become more efficient. We also successfully issued unsecured debt recently for the first time within the past four years and redeemed a portion of our most expensive current outstanding debt while at the same time substantially reducing our secured leverage. We are well positioned to now accelerate our already impressive fiber to home build engine and ultimately grow our mission critical fiber business.”

QUARTERLY RESULTS

Consolidated revenues for the second quarter of 2025 were $300.7 million. Net loss and Adjusted EBITDA were $10.7 million and $242.6 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 81%. Net loss attributable to common shares was $10.7 million for the period. AFFO attributable to common shareholders was $96.5 million, or $0.36 per diluted common share.

Uniti Fiber contributed $74.3 million of revenues and $28.8 million of Adjusted EBITDA for the second quarter of 2025, achieving Adjusted EBITDA margins of approximately 39%. Uniti Fiber’s net success-based capital expenditures during the quarter were $20.6 million.

Uniti Leasing contributed revenues of $226.5 million and Adjusted EBITDA of $220.1 million for the second quarter. Uniti Leasing’s net success-based capital expenditures during the quarter were $1.8 million.

FINANCING TRANSACTIONS

On June 24, 2025, Uniti closed its offering of $600 million aggregate principal amount of 8.625% Senior Unsecured Notes due 2032. Uniti used the net proceeds from the offering to fund the partial redemption of $500 million aggregate principal amount of its outstanding 10.50% Senior Secured Notes due 2028 and for general corporate purposes.

LIQUIDITY

At quarter-end, the Company had approximately $740.7 million of unrestricted cash and cash equivalents, and undrawn borrowing availability under its revolving credit agreement. The Company’s leverage ratio at quarter-end was 5.75x based on net debt to second quarter 2025 annualized Adjusted EBITDA, excluding the debt and the net contributions from our ABS facilities.

MERGER WITH WINDSTREAM

On August 1, 2025, Uniti successfully completed the previously announced merger (the “Merger”) of Uniti Group LLC (formerly known as Uniti Group Inc.) (“Legacy Uniti”) with New Windstream Merger Sub, LLC, and the merger of New Windstream, LLC (together with its subsidiaries, “Windstream”) with and into the Company (formerly known as Windstream Parent, Inc.). As a result of the mergers, both Legacy Uniti and Windstream have become indirect, wholly owned subsidiaries of the Company.

As previously announced, as a result of this Merger, Legacy Uniti shareholders received 0.6029 shares of Uniti common stock per share of Legacy Uniti common stock held at the closing of the Merger, which resulted in Legacy Uniti shareholders collectively holding approximately 62% of the outstanding common stock of the Company. Windstream shareholders received approximately $371 million of cash, the Company’s preferred stock with $575 million in aggregate initial liquidation preference and approximately 38% of the outstanding common stock of the Company. Windstream shareholders additionally received non-voting warrants to acquire up to 6.9% of common stock of the Company. The cash portion of the consideration was financed using available funds under Legacy Uniti’s revolving credit facility and cash on hand.

In conjunction with the closing of the Merger, Uniti recently completed the necessary steps to combine the Legacy Uniti senior indebtedness and legacy Windstream indebtedness under a single organizational silo that includes both Uniti and Windstream and their respective subsidiaries, thereby effectively eliminating any debt covenants limiting the ability of Legacy Uniti and Windstream to operate together efficiently.

FULL YEAR CONSOLIDATED 2025 OUTLOOK

The Company’s 2025 outlook reflects the consolidation of Windstream’s expected results for the five-month period following the closing of the Merger on August 1, 2025. We expect this transaction to contribute additional revenues and Adjusted EBITDA of approximately $1.0 billion and $160 million, respectively, during such period.

The Company is also updating its 2025 outlook primarily for business unit level revisions, the impact from the issuance of the 8.625% senior unsecured notes due 2032 and partial redemption of the 10.50% senior secured notes due 2028, and transaction related and other costs incurred to date. Our outlook excludes any impact from other future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein.

The Company’s 2025 outlook is based on management’s current expectations and beliefs but is subject to change as we continue the integration of Windstream and Legacy Uniti.

The Company’s consolidated outlook for 2025 is as follows (in millions):

	Full Year 2025
Revenue	$	2,215			to		$	2,265
Net loss attributable to common shareholders		(125	)		to			(75	)
Adjusted EBITDA (1)		1,110			to			1,160
Interest expense, net		665			to			665
(1)    See “Non-GAAP Financial Measures” below.

CONFERENCE CALL

Uniti will hold a conference call today to discuss this earnings release at 8:30 AM Eastern Time (7:30 AM Central Time). The conference call will be webcast live on Uniti’s Investor Relations website at investor.uniti.com. Those parties interested in participating via telephone may register on the Company’s Investor Relations website or by clicking here. A replay of the call will also be made available on the Investor Relations website.

ABOUT UNITI

Uniti (NASDAQ: UNIT) is a premier insurgent fiber provider dedicated to enabling mission-critical connectivity across the United States. We build, operate, and deliver fast and reliable communications services, empowering more than a million consumers and businesses in the digital economy. Our broad portfolio of services is offered through a suite of brands: Uniti Wholesale, Kinetic, Uniti Fiber, and Uniti Solutions. Visit us online at www.uniti.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and Uniti management’s current expectations, involve certain risks and uncertainties, and are not guarantees. These forward-looking statements include, but are not limited to, statements regarding Uniti’s fiber build strategy, the businesses growth potential, efficiencies from the debt silos combination, and Uniti’s 2025 outlook. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Uniti may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on the forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Uniti makes. These forward-looking statements involve risks and uncertainties, known and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including, without limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding in consumer service areas and general competition in business markets; risks related to Uniti’s indebtedness, which could reduce funds available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete; risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of, data; risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws; risks inherent in the communications industry and associated with general economic conditions; and additional risks set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company and its predecessors’ most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission as well as the Company’s predecessor’s registration statement on Form S-4 dated February 12, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. Uniti does not assume any obligation to update any forward-looking statements.

NON-GAAP PRESENTATION

This release and today’s conference call contain certain supplemental measures of performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). Such measures should not be considered as alternatives to GAAP. Further information with respect to and reconciliations of such measures to the nearest GAAP measure can be found herein.

Uniti Group Inc. Consolidated Balance Sheets (In thousands, except per share data)
	June 30, 2025				December 31, 2024
Assets:
Property, plant and equipment, net	$	4,366,790			$	4,209,747
Cash and cash equivalents		240,727				155,593
Restricted cash and cash equivalents		57,866				28,254
Accounts receivable, net		40,677				51,418
Goodwill		157,380				157,380
Intangible assets, net		260,563				275,414
Straight-line revenue receivable		114,609				108,870
Operating lease right-of-use assets, net		127,938				126,791
Other assets		40,396				40,633
Deferred income tax assets, net		136,585				128,045
Total Assets	$	5,543,531			$	5,282,145
Liabilities and Shareholders' Deficit:
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	88,302			$	89,688
Settlement payable		24,215				71,785
Intangible liabilities, net		140,356				145,703
Accrued interest payable		133,226				143,901
Deferred revenue		1,430,722				1,400,952
Dividends payable		2				665
Operating lease liabilities		82,601				80,504
Finance lease obligations		23,344				17,190
Notes and other debt, net		6,064,751				5,783,597
Total liabilities		7,987,519				7,733,985
Commitments and contingencies
Shareholders' Deficit:
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding		—				—
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 238,568 shares at June 30, 2025 and 237,513 shares at December 31, 2024		24				24
Additional paid-in capital		1,241,569				1,236,045
Accumulated other comprehensive loss		(167	)			(634	)
Distributions in excess of accumulated earnings		(3,685,664	)			(3,687,808	)
Total Uniti shareholders' deficit		(2,444,238	)			(2,452,373	)
Noncontrolling interests:
Operating partnership units		—				283
Cumulative non-voting convertible preferred stock, $0.01 par value, 6 shares authorized, 3 issued and outstanding		250				250
Total shareholders' deficit		(2,443,988	)			(2,451,840	)
Total Liabilities and Shareholders' Deficit	$	5,543,531			$	5,282,145

Uniti Group Inc. Consolidated Statements of Income (In thousands, except per share data)
	Three Months Ended June 30,								Six Months Ended June 30,
	2025				2024				2025				2024
Revenues:
Revenue from rentals
Uniti Leasing	$	225,014			$	216,640			$	445,927			$	432,633
Uniti Fiber		13,041				12,663				29,151				24,826
Total revenue from rentals		238,055				229,303				475,078				457,459
Service revenues
Uniti Leasing		1,464				1,646				2,919				3,274
Uniti Fiber		61,213				63,998				116,644				120,632
Total service revenues		62,677				65,644				119,563				123,906
Total revenues		300,732				294,947				594,641				581,365
Costs and Expenses:
Interest expense, net		160,784				127,475				298,771				250,686
Depreciation and amortization		79,663				78,052				159,346				155,537
General and administrative expense		27,838				25,716				56,147				53,849
Operating expense (exclusive of depreciation, accretion and amortization)		34,765				37,036				67,146				72,234
Transaction related and other costs		13,462				10,977				21,309				16,664
Gain on sale of real estate		—				—				—				(18,999	)
Other expense (income), net		1,127				(19	)			1,127				(301	)
Total costs and expenses		317,639				279,237				603,846				529,670
(Loss) income before income taxes and equity in earnings from unconsolidated entities		(16,907	)			15,710				(9,205	)			51,695
Income tax benefit		(6,178	)			(2,571	)			(10,696	)			(7,934	)
Net (loss) income		(10,729	)			18,281				1,491				59,629
Net income attributable to noncontrolling interests		—				3				—				22
Net (loss) income attributable to shareholders		(10,729	)			18,278				1,491				59,607
Participating securities' share in earnings		—				(723	)			(335	)			(1,159	)
Dividends declared on convertible preferred stock		(5	)			(5	)			(10	)			(10	)
Net (loss) income attributable to common shareholders	$	(10,734	)		$	17,550			$	1,146			$	58,438
Net (loss) income attributable to common shareholders - Basic		(10,734	)			17,550				1,146				58,438
Impact of if-converted dilutive securities		—				—				—				—
Net (loss) income attributable to common shareholders - Diluted	$	(10,734	)		$	17,550			$	1,146			$	58,438
(Loss) income per common share:
Basic	$	(0.04	)		$	0.07			$	0.00			$	0.25
Diluted	$	(0.04	)		$	0.07			$	0.00			$	0.25
Weighted-average number of common shares outstanding:
Basic		238,567				237,347				238,318				237,121
Diluted		238,567				237,347				238,318				237,121

Uniti Group Inc. Consolidated Statements of Cash Flows (In thousands)
	Six Months Ended June 30,
	2025				2024
Cash flow from operating activities
Net income	$	1,491			$	59,629
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		159,346				155,537
Amortization of deferred financing costs and debt discount		10,798				10,950
Loss on extinguishment of debt, net		40,458				—
Interest rate cap amortization		545				720
Deferred income taxes		(8,539	)			(8,652	)
Cash paid for interest rate cap		—				(2,200	)
Straight-line revenues and amortization of below-market lease intangibles		(11,661	)			(17,038	)
Stock-based compensation		7,345				6,745
(Gain) loss on asset disposals		(408	)			294
Gain on sale of real estate		—				(18,999	)
Accretion of settlement obligation		1,441				3,660
Other		1,666				(48	)
Changes in assets and liabilities:
Accounts receivable		10,741				(10,296	)
Other assets		9,005				7,264
Accounts payable, accrued expenses and other liabilities		(38,733	)			(13,228	)
Net cash provided by operating activities		183,495				174,338
Cash flow from investing activities
Capital expenditures		(246,198	)			(262,758	)
Proceeds from sale of other equipment		611				435
Proceeds from sale of real estate		—				40,039
Proceeds from sale of unconsolidated entity		—				40,000
Net cash used in investing activities		(245,587	)			(182,284	)
Cash flow from financing activities
Repayment of debt		(900,000	)			(122,942	)
Proceeds from issuance of notes		600,000				309,000
Dividends paid		(10	)			(108,445	)
Payments of settlement obligation		(49,011	)			(49,011	)
Borrowings under revolving credit facility		40,000				125,000
Payments under revolving credit facility		(40,000	)			(333,000	)
Proceeds from ABS Loan Facility and Notes		589,000				275,000
Finance lease payments		(1,936	)			(1,265	)
Payments for financing costs		(28,119	)			(15,778	)
Costs related to the early repayment of debt		(30,982	)			—
Distributions paid to noncontrolling interests		—				(37	)
Payment for noncontrolling interest		(79	)			(92	)
Employee stock purchase program		278				326
Payments related to tax withholding for stock-based compensation		(2,303	)			(1,583	)
Net cash provided by financing activities		176,838				77,173
Net increase in cash, restricted cash and cash equivalents		114,746				69,227
Cash, restricted cash and cash equivalents at beginning of period		183,847				62,264
Cash, restricted cash and cash equivalents at end of period	$	298,593			$	131,491
Non-cash investing and financing activities:
Property and equipment acquired but not yet paid	$	11,450			$	7,074
Tenant capital improvements		222,025				94,049

Uniti Group Inc. Reconciliation of Net Income to FFO and AFFO (In thousands, except per share data)
		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
Net (loss) income attributable to common shareholders		$	(10,734	)		$	17,550			$	1,146			$	58,438
	Real estate depreciation and amortization		58,457				55,615				116,441				111,545
	Gain on sale of real estate, net of tax		—				—				—				(18,951	)
	Participating securities share in earnings		—				723				335				1,159
	Participating securities share in FFO		(1,422	)			(1,470	)			(3,349	)			(2,295	)
	Adjustments for noncontrolling interests		—				(9	)			(2	)			(25	)
FFO attributable to common shareholders			46,301				72,409				114,571				149,871
	Transaction related and other costs		13,462				10,977				21,309				16,664
	Amortization of deferred financing costs and debt discount		5,276				5,915				10,798				10,950
	Write off of deferred financing costs and debt discount		4,712				—				9,477				—
	Costs related to the early repayment of debt		28,359				—				32,109				—
	Stock based compensation		3,584				3,397				7,345				6,745
	Non-real estate depreciation and amortization		21,206				22,437				42,905				43,992
	Straight-line revenues and amortization of below-market lease intangibles		(4,802	)			(8,216	)			(11,661	)			(17,038	)
	Maintenance capital expenditures		(2,176	)			(1,909	)			(3,582	)			(3,998	)
	TCI revenue amortization		(14,025	)			(12,214	)			(25,493	)			(24,458	)
	Other, net		(5,414	)			(539	)			(8,993	)			(2,840	)
	Adjustments for noncontrolling interests		—				(3	)			(1	)			(8	)
AFFO attributable to common shareholders		$	96,483			$	92,254			$	188,784			$	179,880
Reconciliation of Diluted FFO and AFFO:
FFO Attributable to common shareholders - Basic		$	46,301			$	72,409			$	114,571			$	149,871
Impact of if-converted dilutive securities			5,986				6,878				11,963				13,900
FFO Attributable to common shareholders - Diluted		$	52,287			$	79,287			$	126,534			$	163,771
AFFO Attributable to common shareholders - Basic		$	96,483			$	92,254			$	188,784			$	179,880
Impact of if-converted dilutive securities			5,747				6,807				11,494				13,783
AFFO Attributable to common shareholders - Diluted		$	102,230			$	99,061			$	200,278			$	193,663
Weighted average common shares used to calculate basic earnings per common share (1)			238,567				237,347				238,318				237,121
Impact of dilutive non-participating securities			—				—				—				—
Impact of if-converted dilutive securities			42,044				52,911				42,044				54,070
Weighted average common shares used to calculate diluted FFO and AFFO per common share (1)			280,611				290,258				280,362				291,191
Per diluted common share:
EPS		$	(0.04	)		$	0.07			$	0.00			$	0.25
FFO		$	0.19			$	0.27			$	0.45			$	0.56
AFFO		$	0.36			$	0.34			$	0.71			$	0.67
(1)	For periods in which FFO to common shareholders is a loss, the weighted average common shares used to calculate diluted FFO per common share is equal to the weighted average common shares used to calculate basic earnings per share.

Uniti Group Inc. Reconciliation of EBITDA and Adjusted EBITDA (In thousands)
		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
Net (loss) income		$	(10,729	)		$	18,281			$	1,491			$	59,629
	Depreciation and amortization		79,663				78,052				159,346				155,537
	Interest expense, net		160,784				127,475				298,771				250,686
	Income tax benefit		(6,178	)			(2,571	)			(10,696	)			(7,934	)
EBITDA		$	223,540			$	221,237			$	448,912			$	457,918
	Stock based compensation		3,584				3,397				7,345				6,745
	Transaction related and other costs		13,462				10,977				21,309				16,664
	Gain on sale of real estate		—				—				—				(18,999	)
	Other, net		1,977				1,048				2,827				2,959
Adjusted EBITDA		$	242,563			$	236,659			$	480,393				465,287
Adjusted EBITDA:
	Uniti Leasing	$	220,111			$	210,853			$	435,237			$	421,530
	Uniti Fiber		28,763				31,091				57,519				54,929
	Corporate		(6,311	)			(5,285	)			(12,363	)			(11,172	)
		$	242,563			$	236,659			$	480,393			$	465,287
Annualized Adjusted EBITDA (1)		$	929,931
As of June 30, 2025:
Total Debt (2)		$	5,584,844
Unrestricted cash and cash equivalents			240,727
Net Debt		$	5,344,117
Net Debt/Annualized Adjusted EBITDA			5.75	x
(1)	Calculated as Adjusted EBITDA for the most recently reported three-month period, excluding the Adjusted EBITDA of $10.1 million contributed from the ABS Loan Facility subsidiaries, multiplied by four. Annualized Adjusted EBITDA has not been prepared on a pro forma basis in accordance with Article 11 of Regulation S-X.
(2)	Includes $23.3 million of finance leases, but excludes $85.7 million of unamortized discounts and deferred financing costs and excludes the principal balance from the $589.0 million ABS loan facility.

Uniti Group Inc. Projected Future Results (1) (In millions)
		Year Ended December 31, 2025
	Net loss (2)	($125) to ($75)
	Interest expense, net	665
	Depreciation and amortization	590
	Income tax benefit	(63)
	EBITDA (2)	1,066 to 1,116
	Stock-based compensation	15
	Transaction related and other costs (3)	30
	Adjusted EBITDA (2)	$ 1,110 to $ 1,160
(1)	These ranges represent management’s best estimates based on the underlying assumptions as of the date of this press release. Future acquisitions, capital market transactions, changes in market conditions, and other factors are excluded from our projections. There can be no assurance that our actual results will not differ materially from the estimates set forth above.
(2)	The components of projected future results may not add due to rounding.
(3)	Future transaction related costs not mentioned herein are not included in our current outlook.

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, as well as FFO and AFFO for a real estate investment trust (“REIT”), are important non-GAAP supplemental measures. Following the Merger, Legacy Uniti ceased to be a REIT, and the Company does not qualify as a REIT for U.S. federal income tax purposes. The Company does not expect to report FFO and AFFO in future periods.

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 transaction and integration related costs, 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, 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. 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.

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 tenant capital improvements; 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, 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.

INVESTOR AND MEDIA CONTACTS:

Paul Bullington, 251-662-1512
Senior Executive Vice President, Chief Financial Officer & Treasurer
paul.bullington@uniti.com

Bill DiTullio, 501-850-0872
Senior Vice President, Investor Relations & Treasury
bill.ditullio@uniti.com

This press release was published by a CLEAR® Verified individual.

FAQ

What are the key terms of Uniti Group's merger with Windstream in 2025?

Legacy Uniti shareholders received 0.6029 shares per share held, maintaining 62% ownership. Windstream shareholders received $371 million cash, preferred stock with $575 million liquidation preference, 38% ownership, and warrants for up to 6.9% of common stock.

What were Uniti's (UNIT) Q2 2025 earnings results?

Uniti reported Q2 2025 revenues of $300.7 million, net loss of $10.7 million ($0.04 per share), and AFFO of $0.36 per diluted share. Adjusted EBITDA was $242.6 million with 81% margins.

What is Uniti's (UNIT) financial outlook for 2025 after the Windstream merger?

Uniti projects 2025 revenues of $2.215-2.265 billion, Adjusted EBITDA of $1.11-1.16 billion, and net loss of $75-125 million, including Windstream's five-month contribution.

What is Uniti's (UNIT) current debt and liquidity position?

As of Q2 2025, Uniti had $740.7 million in cash and undrawn credit, with a leverage ratio of 5.75x. The company recently issued $600 million in 8.625% Senior Unsecured Notes due 2032.

How much fiber infrastructure does Uniti (UNIT) now own after the Windstream merger?

Following the Windstream merger, Uniti now operates approximately 240,000 route miles of fiber infrastructure, positioning it as a premier fiber provider in the communications infrastructure industry.