Announced Merger with Windstream Creates Premier Insurgent Fiber Provider Updates 2024 Outlook Net Income of $41.3 Million for the First Quarter Net Income of $0.16 Per Diluted Common Share for the First Quarter AFFO Per Diluted Common Share of $0.32 for the First Quarter LITTLE ROCK, Ark., May 03, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. ("Uniti" or the "Company") (NASDAQ:UNIT) today announced its results for the first quarter 2024. "Uniti is off to a solid start in 2024. Our core recurring strategic fiber business grew 4% in the first quarter of 2024 when compared to the first quarter of 2023. Also, our net success-based capital intensity at Uniti Fiber during the quarter declined to 34% from 46% in the first quarter of 2023. These metrics further reiterate that our lease-up strategy continues to be successful. We also continue to see increasing demand from bandwidth intensive applications like Generative AI further reinforcing the mission critical nature of fiber," commented President and Chief Executive Officer, Kenny Gunderman. Mr. Gunderman continued, "Our transformational merger with Windstream that we announced earlier this morning will expand Uniti's network reach even further to 1.5 million homes passed with next-gen fiber. As a combined company, we will continue our disciplined growth trajectory while expanding fiber-to-the-home buildouts and significantly improving our overall financial profile. The demand for fiber broadband has never been greater and Uniti is well positioned for growth well into the future." QUARTERLY RESULTS Consolidated revenues for the first quarter of 2024 were $286.4 million. Net income and Adjusted EBITDA were $41.3 million and $228.6 million, respectively, for the same period, achieving Adjusted EBITDA margins of approximately 80%. Net income attributable to common shares was $40.9 million for the period. AFFO attributable to common shareholders was $87.6 million, or $0.32 per diluted common share. Uniti Fiber contributed $68.8 million of revenues and $23.8 million of Adjusted EBITDA for the first quarter of 2024.   Uniti Fiber's net success-based capital expenditures during the quarter were $23.1 million. Uniti Leasing contributed revenues of $217.6 million and Adjusted EBITDA of $210.7 million for the first quarter. During the quarter, Uniti Leasing deployed capital expenditures of $139.7 million, including $131.3 million of GCI capex. LIQUIDITY At quarter-end, the Company had approximately $470.1 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 6.07x based on net debt to first quarter 2024 annualized Adjusted EBITDA, excluding the debt and Adjusted EBITDA impact from the ABS loan facility. On May 2, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.15 per common share, payable on June 28, 2024, to stockholders of record on June 14, 2024. UPDATED FULL YEAR 2024 OUTLOOK The Company is updating its 2024 outlook primarily for business unit level revisions and transaction related and other costs incurred to date. Our outlook excludes any impact from the expected merger with Windstream, future acquisitions, capital market transactions, and future transaction-related and other costs not mentioned herein. The Company's consolidated outlook for 2024 is as follows (in millions):   Full Year 2024     Revenue $ 1,154 to $ 1,174     Net income attributable to common shareholders   116 to   136     Adjusted EBITDA (1)   930 to   950     Interest expense, net (2)   506 to   506                     Attributable to common shareholders:               FFO (1)   319 to   339     AFFO (1)   362 to   382                     Weighted-average common shares outstanding – diluted   285 to   285     ________________________               (1)   See "Non-GAAP Financial Measures" below.(2)   See "Components of Interest Expense" below.   CONFERENCE CALL Uniti will hold a conference call today to discuss the announced merger with Windstream and 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 be available on the Investor Relations website beginning today at approximately 12:00 PM Eastern Time. ABOUT UNITI Uniti, an internally managed real estate investment trust, is engaged in the acquisition and construction of mission critical communications infrastructure, and is a leading provider of fiber and other wireless solutions for the communications industry. As of March 31, 2024, Uniti owns approximately 141,000 fiber route miles, 8.5 million fiber strand miles, and other communications real estate throughout the United States. Additional information about Uniti can be found on its website at www.uniti.com. NO OFFER OR SOLICITATION This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities of Uniti, Windstream Holdings II, LLC ("Windstream") or the proposed combined company ("New Uniti") or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. ADDITIONAL INFORMATION AND WHERE TO FIND IT Uniti and Windstream plan to file relevant materials with the Securities and Exchange Commission (the "SEC") in connection with the contemplated transaction (the "Transaction"), including a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus and other documents. Uniti will mail the proxy statement/prospectus contained in the Form S-4 to its stockholders. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection with the Transaction. THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WILL CONTAIN IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE TRANSACTION AND RELATED MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TRANSACTION. The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with the SEC in connection with the Transaction will be available when filed free of charge on the SEC's website (at www.sec.gov). Copies of documents filed with the SEC by Uniti will be made available free of charge on Uniti's investor relations website (at https://investor.uniti.com/financial-information/sec-filings). PARTICIPANTS IN THE SOLICITATION Uniti, Windstream and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti's stockholders in connection with the Transaction. Information about Uniti's directors and executive officers is set forth in the sections titled "Proposal No. 1 Election of Directors" and "Security Ownership of Certain Beneficial Owners and Management" included in Uniti's proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section titled "Directors, Executive Officers and Corporate Governance" included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000162828024008054/unit-20231231.htm), and subsequent statements of beneficial ownership on file with the SEC and other filings made from time to time with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders in connection with the Transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above. FORWARD-LOOKING STATEMENTS Certain statements in this press release and today's conference call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. Those forward-looking statements include all statements that are not historical statements of fact, including, without limitation, our 2024 financial outlook, expectations regarding lease-up of our network, strong demand trends, business strategies, growth prospects, and statements regarding our merger with Windstream and the future performance of New Uniti (together with Windstream and Uniti, the "Merged Group"). In addition, this communication contains statements concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the Merged Group, the anticipated timing for and outcome and effects of the Transaction (including expected benefits to shareholders of Uniti), expectations for the ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the Merged Group. Words such as "anticipate(s)," "expect(s)," "intend(s)," "estimate(s)," "foresee(s)," "plan(s)," "believe(s)," "may," "will," "would," "could," "should," "seek(s)," "appear(s)," "target(s)," "project(s)," "contemplate(s)," "predict(s)," "potential," "continue(s)" and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could materially alter our expectations include, but are not limited to, the future prospects of Windstream, our largest customer; the ability and willingness of our customers to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant; the availability of and our ability to identify suitable acquisition opportunities and our ability to acquire and lease the respective properties on favorable terms; the risk that we fail to fully realize the potential benefits of acquisitions or have difficulty integrating acquired companies; our ability to generate sufficient cash flows to service our outstanding indebtedness and fund our capital funding commitments; our ability to access debt and equity capital markets; the impact on our business or the business of our customers as a result of credit rating downgrades and fluctuating interest rates; our ability to retain our key management personnel; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to real estate investment trusts; covenants in our debt agreements that may limit our operational flexibility; the possibility that we may experience equipment failures, natural disasters, cyber-attacks or terrorist attacks for which our insurance may not provide adequate coverage; other risks inherent in the communications industry and in the ownership of communications distribution systems, including potential liability relating to environmental matters and illiquidity of real estate investments; the satisfaction of the conditions precedent to the consummation of the Transaction, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Transaction, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the Transaction within the expected time period (if at all); potential difficulties in Uniti's and Windstream's ability to retain employees as a result of the announcement and pendency of the Transaction; risks relating to the value of New Uniti's securities to be issued in the Transaction; disruptions of Uniti's and Windstream's current plans, operations and relationships with customers caused by the announcement and pendency of the Transaction; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Transaction; funding requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy); and additional factors described in our reports filed with the SEC. There can be no assurance that the Transaction will be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any expected synergies). All forward-looking statements are based on information and estimates available at the time of this communication and are not guarantees of future performance. Except as required by applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with respect to Uniti, Windstream or the Merged Group, or the subject matter of this communication), create an implication that there has been no change in the affairs of Uniti or Windstream since the date of this communication. 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)               March 31, 2024   December 31, 2023 Assets:         Property, plant and equipment, net   $ 4,042,485     $ 3,982,069   Cash and cash equivalents     43,058       62,264   Restricted cash and cash equivalents     7,684       -   Accounts receivable, net     48,584       46,358   Goodwill     157,380       157,380   Intangible assets, net     297,689       305,115   Straight-line revenue receivable     96,659       90,988   Operating lease right-of-use assets, net     131,810       125,105   Derivative asset     1,845       -   Other assets     42,471       118,117   Deferred income tax assets, net     114,904       109,128   Assets held for sale     -       28,605   Total Assets   $ 4,984,569     $ 5,025,129                 Liabilities and Shareholders' Deficit             Liabilities:             Accounts payable, accrued expenses and other liabilities   $ 90,039     $ 119,340   Settlement payable     141,043       163,583   Intangible liabilities, net     153,724       156,397   Accrued interest payable     51,797       133,683   Deferred revenue     1,227,454       1,273,661   Dividends payable     37,048       36,162   Operating lease liabilities     81,778       84,404   Finance lease obligations     18,473       18,110   Notes and other debt, net     5,660,696       5,523,579   Liabilities held for sale     -       331   Total Liabilities     7,462,052       7,509,250                 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: 237,309 shares at March 31, 2024 and 236,559 shares at December 31, 2023     24       24   Additional paid-in capital     1,223,983       1,221,824   Accumulated other comprehensive loss     (167 )     -   Distributions in excess of accumulated earnings     (3,703,597 )     (3,708,240 ) Total Uniti shareholders' deficit     (2,479,757 )     (2,486,392 ) Noncontrolling interests – operating partnership units and non-voting convertible preferred stock     2,274       2,271   Total shareholders' deficit     (2,477,483 )     (2,484,121 ) Total Liabilities and Shareholders' Deficit   $ 4,984,569     $ 5,025,129                     Uniti Group Inc.Consolidated Statements of Operations(In thousands, except per share data)         Three Months Ended March 31,       2024       2023     Revenues:             Uniti Leasing $ 217,621     $ 210,808     Uniti Fiber   68,797       79,014     Total revenues   286,418       289,822                   Costs and expenses:             Interest expense, net