Uniti Group Inc (Delaware) (UNIT) 2016 Q4 法說會逐字稿

Welcome to the CS&L Fourth Quarter and Year End 2016 Conference Call. My name is Ayela, and I will be your operator for today. A webcast of this call will be available on the Company's website, www.cslreit.com, beginning February 24, 2017, and will remain available for 14 days. At this time, all participants are in a listen-only mode. (Operator Instructions)

The company will like to remind you that today's remarks include forward-looking statements and actual results could differ materially from those projected earnings 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 regarding the acquisition of Hunt Telecom. You are encouraged to reference that presentation during this call. Discussions during this 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.

I would now like to turn the call over to CSL's Executive Vice President, Chief Financial Officer and Treasurer, Mark Wallace. Please go ahead, Mr. Wallace.

Thank you, and good morning everyone. We announced the acquisition of Hunt Telecom this morning for initial consideration of $170 million. Hunt is a leading E-Rate program service provider for K through 12 schools in the Louisiana with a dense fiber network of 140,000 fiber strand models and 2,600 route miles. This acquisition will accelerate Uniti Fiber's focus on E-Rate programs as well as government agencies and enterprise customers. Hunt also advances CS&L's revenue diversification to just under 25%, an important milestone since our spin-off less than two years ago. Furthermore, we expect this transaction to be accretive to AFFO in year one with substantial synergy opportunities over the next 18 months. We will devote most of the call today to discussing Hunt, but I'll start with a review of our recent financial performance and introduction of our initial guidance for 2017.

Regarding 2016, we're pleased to report that consolidated operating results for the fourth quarter were again in line with our expectations with consolidated revenues of $206.9 million and consolidated adjusted EBITDA of $177.2 million. AFFO for the quarter was $0.66 per diluted common share. We're fortunate to have at least six segments that provides reliable and predictable cash flows with virtually no CapEx or working capital requirements and over 97% adjusted EBITDA margins.

Leasing segment revenues were $170.2 million with adjusted EBITDA of $164.8 million in the fourth quarter of 2016. Once again, our leasing segment benefited from almost $45 million of improvements during the quarter to our network made by Windstream with their capital. On a cumulative basis, since our spin-off, we have benefited from over $225 million of tenant capital improvements. We've also been extremely pleased with Windstream's performance and certainly believe the EarthLink transaction will be credit enhancing from both a cash flow and leverage standpoint.

Uniti Fiber reported revenues of $31.6 million and adjusted EBITDA of $11.1 million, achieving adjusted EBITDA margins of just over 35% for the fourth quarter. Maintenance CapEx for the quarter was $1.2 million or 4% of revenues and success-based CapEx was $18.1 million, net of $3 million of NRCs. These results were in-line with our previous guidance and include $300,000 of realized cost synergies.

Regarding Uniti Towers, we previously announced the acquisition of the NMS tower portfolio and closed that transaction at the end of January for initial consideration of $62.6 million. At closing, the NMS portfolio included 366 operating towers and 105 towers under development, all of which we expect to be completed in 2017.

Turning now to our capital markets activities, on our last call, we discussed the October 2016 repricing of the $2.1 billion in term loans outstanding under our senior secured credit agreement that reduced the pricing 50 basis points to LIBOR plus 350. Earlier this month, we announced we were able to again successfully reprice our term loans and achieved another 50 basis point reduction in the interest rate to LIBOR plus 300. Together, these transactions have reduced our annual cash interest expense by over $20 million. As you may recall, our floating rate term loans are swapped to fix and the repricing lowered the effective fixed rate to approximately 5.1%.

In December, we successfully completed a new $400 million eight-year unsecured notes offering at [72.18]. These proceeds were used to fully pay down our revolver and provide about $75 million of excess cash to position our balance sheet for upcoming M&A activity this year. Our liquidity and capital markets access continues to be in great shape. At quarter end, we had $172 million of unrestricted cash and cash equivalents, and our $500 million revolving credit facility was completely undrawn.

Our leverage ratio under our debt agreements at quarter-end stands at 5.7 times based on net debt to annualized adjusted EBITDA. Our regular quarterly cash dividend of $0.60 per share was declared last week, representing an annual dividend rate of $2.40 per share.

Turning now to our guidance for 2017, let me preface our 2017 outlook by noting it does not include the acquisition of Hunt Telecom or any future M&A or capital markets' activities. We expect to update our initial 2017 guidance after Hunt closes. In addition, beginning in the first quarter of 2017, we will report our results in four reportable segments; leasing, fiber infrastructure, towers and consumer CLEC. This differs from our previous presentation and that our tower operations, also known as Uniti Towers, will be a separate reportable segment and include ground lease investments, whereas those operations were included in our leasing segment in 2016.

In addition, our corporate expenses will no longer be reported as a component of our leasing segment. Accordingly, I'll provide our 2017 guidance based on our expected 2017 reporting structure. For 2017, we expect full-year AFFO to range between $2.59 and $2.63 per diluted common share with a midpoint of $2.61 per diluted share. On a consolidated basis, we expect revenues to range between $841 million and 847 million and adjusted EBITDA to range between $712 million and $718 million. Our current outlook includes the following guidance for each segment. Our leasing segment revenues are expected to be $681 million, including $28 million of non-cash revenue, comprised of $17 million of straight-line rental revenue and $11 million of deferred revenue amortization. Adjusted EBITDA for our leasing segment should be approximately $680 million.

Moving to Uniti Fiber, we expect Uniti Fiber to contribute approximately $136 million to $140 million of revenues and $51 million to $53 million of adjusted EBITDA during 2017. At the midpoint of our guidance range, our revenue forecast represents a growth rate of $0.10 over full-year pro forma 2016 levels for Uniti Fiber and an adjusted EBITDA margin of approximately 38% for the full year. We expect adjusted EBITDA margins for Uniti Fiber to improve throughout the year to over 40% by the fourth quarter of 2017 as we realize cost synergies from the integration of PEG and Tower Cloud.

We previously announced PEG and Tower Cloud -- that the PEG and Tower Cloud combination was expected to result in run rate synergies at $2 million in year one and $6 million of run rate synergies in year three. Given how smoothly the integration has proceeded, we are updating these estimates this morning, and now expect to achieve the full $6 million of run rate savings by the end of 2017, a full year in advance.

Net CapEx, net-net success-based Capex for Uniti Fiber in 2017 should be $40 million to $55 million, of which about $30 million of net CapEx is devoted to the dark fiber build in Augusta, Georgia and North Florida. We expect the Augusta bill to be completed in the last half of 2017, while the North Florida bill should be completed in early-to-mid 2019. Net success-based CapEx reflects about $28 million of NRCs expected to be received in 2017. We expect maintenance CapEx related to Uniti Fiber to be about $5 million or 4% of revenues at the midpoint of our 2017 guidance.

Regarding Uniti Towers, we expect tower revenue in 2017 to range between $7 million to $8 million, principally from our acquisition of NMS with tower cash flow margins of 59%. We expect towers-adjusted EBITDA in 2017 to be near breakeven as we build out our towers team and infrastructure to support future growth.

We expect Uniti Towers to win additional opportunities for build-to-suit hours in Mexico and the US this year. Our Uniti Towers 2017 capital spend guidance is $25 million to $30 million, including $10 million related to the NMS development towers. And last from Uniti Towers, we expect $20 million of ground lease investments during 2017 at an average initial yield of 6%.

Regarding our CLEC segment, we expect CLEC business revenues to be $17 million to $18 million with average adjusted EBITDA margins of 22%.

Moving to corporate items, corporate SG&A excluding amounts allocated in terms of segments to be approximately $25 million, including $7 million of stock-based compensation expense. Consolidated interest expense full-year to be above $294 million, including $23 million related to debt discount and financing cost amortization. Our guidance includes the impact of the term loan B repricings that I mentioned earlier in my remarks.

Our guidance assumes weighted average common shares outstanding for 2017 of 155 million to 156 million shares. Once again, as a reminder, our guidance does not include the acquisition of Hunt or any future acquisitions, capital market transactions or future transaction and integration-related cost.

That concludes my prepared remarks. I'll now turn the call over to Kenny to discuss our acquisition of Hunt, our broader strategy and M&A outlook for the balance of this year.

Thanks, Mark. Good morning, everyone, and thank you for joining. We're pleased to close the book on a very successful 2016. We invested heavily in our business by establishing platform fiber and tower-related operating businesses, as well as strengthening our core corporate infrastructure. We invested over $700 million in 2016 in highly valuable mission critical communications infrastructure and grew our diversification to 20% within one year. Obviously, this is largely driven by inorganic M&A activity and that will continue to be the case for the foreseeable future.

Most importantly, with our investments in 2016, we are now positioned for accelerated growth and diversification in 2017 and beyond. We continue to outperform with our sales bookings at Uniti Fiber. Earlier this quarter, for example, we executed an agreement with a national carrier to provide dark fiber for one thousand small cells across three markets. We're also very happy with our growing wholesale enterprise sales bookings as we strive to lease [upward] network with higher margin contracts.

The trend towards more dark fiber, longer contracts and greater carrier demand, especially in Tier 2 and 3 markets, are all consistent with our expectations, and we expect these to continue. We continue to be cautiously optimistic about our prospects in towers. The opportunity to build new macro towers in Mexico and the US, that will be integral parts of the coming 5G investment cycle, is not only an opportunity itself, but we believe we'll also see additional fiber opportunities as front-haul and C-RAN architectures become more prevalent through small cells of traditional backhaul.

To be clear, our investments in the tower space will be the opportunistic, success-based and only where we believe we have a competitive advantage. We also see the bulk of our investments in tower (technical difficulty) driven as opposed to acquiring different portfolios given the more attractive return profile.

Although it is not a part of our guidance, we do expect there to be activity in Uniti Leasing during 2017. As we have been in the past with respect to potential new leases, we will remain disciplined and opportunistic that we are seeing more attractive and potentially actionable sale leaseback opportunities. Uniti Leasing is highly synergistic with Uniti Fiber and Towers as each business drives opportunities to the other, and Uniti Leasing brings very high-margin cash flow to complement the investment cycle we are currently in at Uniti Fiber and Uniti Towers.

If you flip to page 3 of the investor deck, we will now turn to our acquisition discussion. This morning, we're pleased to announce a definitive agreement to acquire Hunt Telecom. Hunt has been a primary target of ours for some time, and we have been in proprietary discussions with them over the past couple months. Hunt is a pure-play fiber provider founded by Jason and Kevin Hunt and still largely owned by the founding family. The fiber network was built using E-Rate customers as the anchor customers, and today Hunt is the number one E-Rate provider in the State of Louisiana. The dense fiber network is almost entirely owned, is largely in attractive Tier 2 and 3 markets and is contiguous to our existing Uniti Fiber network.

We have discussed before the attractiveness of E-Rate to us, particularly given the trends towards dark fiber and also the stickiness of the E-Rate customers. Hunt has only lost one E-Rate customer in 10 years, for example, and we fully expect to utilize their expertise in E-Rate across our entire Uniti footprint. In addition, Hunt currently has very little fiber-to-the-tower small cell activity, and we expect to utilize Uniti's experience to grow that opportunity on the Hunt network.

In addition to these revenue synergies, we expect $2.5 million of run rate cost savings in the first 18 months after closing. We are pleased with the valuation being paid, both pre and post synergy, and also that the selling shareholders will take 33% of their proceeds in the form of our newly created tax (inaudible) OP units.

As we have mentioned previously, we believe OP units represent a unique M&A tool that we expect to continue using effectively.

Flipping to page 4, this is another step forward in our revenue diversification efforts. This transaction put us on the threshold of 25% diversification, which is an important milestone, and it also adds more balance to our revenue mix within Uniti Fiber, adding a sizable E-Rate government slice to the pie. As we lease up the dense Hunt fiber network in these attractive Tier 2 and 3 markets, we actually see incremental growth potential in each of these different revenue buckets, including E-Rate, wholesale backhaul and enterprise.

The map on page 5 shows the strategic fit of the network as we continue to work to cluster our broader footprint, particularly in the attractive growing southeastern markets. Pro forma for the Hunt transaction, we will own 4.3 million strand miles and 91,000 route miles of fiber.

I'll now turn it over to Mark to take a deeper look at the financials and the transaction structure.

Flipping to Slide 6 in the investor deck, as Kenny mentioned, Hunt is the number one service provider to K through 12 schools in the Louisiana through the E-Rate program. The E-Rate program targets and promotes internet and broadband access for both public and private schools and a lot of other government agencies. Importantly, changes were introduced to the program over the last couple of years that provide for the eligibility of both lit and dark fiber, including engineering and construction costs and to support high-speed broadband access. E-Rate program agreements are typically multi-year with very good customer retention. We inherited a smaller E-Rate business when we acquired PEG last year, and it's come to understand the attractive characteristics of this business. E-Rate customers often serve as the anchor tenant for new fiber builds with lease-up opportunity along those routes appraised and other customers.

In terms of financial metrics, Hunt revenues in 2016 were $37 million with 40% adjusted EBITDA margins. Pro forma for the full cost synergies that we believe are achievable, margins would increase over 47%.

Turning to Slide 7, you can see Hunt's steady and consistent growth over the last four years in both revenues and adjusted EBITDA. These results include, on a pro forma basis, the acquisition by Hunt of Nexus that closed in the fourth quarter of 2016. Nexus was the number three E-Rate provider in the Louisiana -- prior to its acquisition by Hunt last year. While not reflected on this slide, Hunt success-based CapEx has averaged $6 million to $8 million over the last four years.

Turning to Slide 8, in addition, we expect annual run rate cost synergies of $2.5 million within 18 months following close. Many of those savings will be achieved as we integrate the organizations similar to PEG and Tower Cloud. However, in addition to cost savings, we have significant opportunities for revenue synergies as we capitalize on Hunt's E-Rate experience to expand our existing E-Rate business, expand our fiber-to-the-tower strategy across Hunt's footprint and exploit the lease-up opportunity on Hunt's existing network, potentially with backhaul services for Uniti Fiber's existing wireless carrier customers.

Moving to Slide 9, the transaction duration consists of three components; $114.5 million in cash, 2.1 million of operating partnership units valued at $55.5 million and continued equity consideration that can be earned if Hunt achieves certain financial and operational milestones in 2017. Notably, this is the first transaction where we've utilized operating partnership units as an acquisition currency. Given the tax advantage available for sellers, we believe OP units will be an attractive currency for many counter parties and will further advance our M&A strategy. We have ample liquidity to fund this transaction and expect to use cash on hand and borrowings under our revolving credit agreement at close.

Moving to Slide 10, Slide 10 highlights -- provides CS&L facts and highlights on a pro forma basis. Notably, I would point out that Uniti Fiber, pro forma for this transaction, revenues under contract will now exceed $780 million, our pro forma annual revenues will now be greater than $880 million annually, and we will own 4.3 million fiber strand miles. Since our spin-off, we made cumulative investments of over $900 million, pro forma for this transaction, and our leverage metrics are still in good shape at net leverage of 5.8 times and net secured leverage at 0.7 times.

Slide 11 provides our current and pro forma cap table that support the leverage metrics I just referred to.

And with that, I will now hand the call back to Kenny to wrap up with some additional comments on our M&A pipeline.

Thanks, Mark. I want end by thanking Jason and Kevin Hunt and their team for their efforts over the past couple months and also welcome them to the Uniti family. We're off to a strong start for 2017 and expect to be very active in M&A, particularly fiber M&A, through the balance of the year.

And with that, we will open it up to your questions.

(Operator Instructions) Frank Louthan, Raymond James.

Looking at a couple things on the towers on the Hunt ,transaction going forward, what mix do you expect to be selling off of the Hunt assets of lit versus dark fiber? And you mentioned that you expect to be expanding some of your tower portfolio in the US. Can you give us an idea of kind of what you are thinking there, what sort of the opportunity looking at the number of towers you might be able to have over the next 12 months in the US versus the Mexico? Thanks.

Good morning, Frank. So with respect to your first question, I think it's hard to say exactly what the mix will be between lit and dark, but we do think the trend of both E-Rate and backhaul moving from lit to dark continues, and we expect to see that -- we're certainly seeing that in the Uniti Fiber footprint, and we would expect to see that in the Hunt footprint as well, and we definitely see that in the backlog -- on the sales backlog there. So hard to know exactly what the mix, but we do think that will be an increasingly part of the pie going forward. And with respect to towers in US, we've said repeatedly that we think that's an attractive opportunity for us for several reasons; one, towers are a really nice complement to our fiber business, and there is certainly a nice complement to our customer relationship, so we think that's an important distinguishing (technical difficulty) of our strategy relative to others. Secondly, we definitely believe that in Mexico and certainly in the US, there is going to be another wave of new tower builds, particularly as we, here in the US, build out 5G and also with FirstNet coming, we think there's going to be opportunity there. But then, thirdly, as it relates to us, we do think as being a new entrant in the tower space and not having an embedded base, we do have a lot of flexibility on how we can structure transactions versus others, particularly given our reach structure and our fiber business. So when you put all that together, we think it's a very attractive opportunity. As Mark mentioned in our guidance remarks, we have included some capital related to that through the balance of the year, and I think that's a good indication of what we think the activity could be. And as we move forward and continue to evaluate this over the course of the year, we'll have more to say when more of this materializes.

So there are active RFPs that you're bidding on here for towers in the US at the moment?

We're in very active discussions with some of our existing customers related to towers.

Greg Williams, Cowen and Company.

I just had a quick one on your scripted remarks about sale leaseback opportunities with Uniti Leasing. When I think of that, I think of the Windstream-EarthLink opportunity. But at the same time, you guys are talking about revenue diversification and hitting that in your 25% milestone. So how do you weigh your vision of revenue diversification versus improving the financial flexibility of your anchor tenant?

Good morning, Greg. So, important to point out that our remarks related to activity in Uniti Leasing throughout the balance of the year is actually largely driven towards non-Windstream-related activities. Now, there's obviously an ongoing discussion regarding EarthLink, but the vast majority of the opportunities that we see in that unit, in the conversations that we're having in Uniti Leasing are not related to Windstream. So we think there are some really attractive opportunities to acquire incremental mission critical assets and also drive incremental diversification. So we expect to have a lot of activity there this year.

And can I just follow-up on the tower discussion? You said you're having very active discussions. Some of the carriers have noted -- they think that the cost model for towers is not sustainable and some of the carriers actually have a hit list of certain powers. As you look at building towers and build-to-suit deals, do you see yourselves as sort of a disruptor from that angle?

Yes. We don't view ourselves that way. I think we look at towers as an opportunity to add high-quality mission critical assets to our portfolio and to add high-quality revenue to our portfolio with existing customers, and I think that a lot of the discussion in the industry about disruptors is aimed towards some of the existing tower operators, but we don't want to go there, we're just -- we're a new company, we don't have an embedded base and a big part of our business is providing mission critical infrastructure to the big carriers and an important part of that for them is the tower business. And we think we have a unique opportunity to play a part. So, that's how we look at it. We look at creating a mutually beneficial relationship between ourselves and the big carriers. So we don't view ourselves as a disruptor, so to speak.

Simon Flannery, Morgan Stanley.

You talked about the backlog. How is the tax reform in Washington playing into this? It sounds like you expect to be very active, but are any of your potential counterparties waiting to see what might happen to corporate tax rates before they make a decision, which might delay some transactions? And then, if you just give a little color on QRS versus TRS of the pipeline? I think -- with the operating part, I think you're implying that Hunt will be in the QRS. Is that right, and what about the future deals? Thanks.

Good morning, Simon. So with respect to your first question, we haven't seen a slowdown in conversations or discussions with respect to a lot of the tax reform that's being debated. I will say that there is a general view that corporate tax rates are going down and tax rates in general are probably going down, and I think that makes the OP units probably more attractive to sellers because there is a nice tax deferral feature to that mechanism. So, you can sell today and then monetize potentially later in a lower tax environment. So, we haven't seen a slowdown, and we think the OP units could potentially be beneficial to sellers who may have questions about the Borax environment. And with respect to QRS versus TRS, the OP units actually don't impact that, it's really more of a tax deferral mechanism for sellers as opposed to how it might impact our QRS versus TRS. Maybe more directly to answer your question, we are seeing -- I think the majority of the opportunities that we're looking at today are more QRS-driven, whether that be at Uniti Fiber. Again, as you know, a lot of dark fiber -- the dark fiber opportunities are REIT-eligible. And then, also in terms of our discussions, activity levels in the marketplace, we're having a lot of discussions with regarding Uniti Leasing. And even on the operating company side, a lot of those are also QRS-eligible. So, I think there is a very large component of that in our backlog.

Great. And maybe just a clarification on the build-to-suit. I mean, you talked about FirstNet. You may be building some towers in pretty remote area, public safety where there may be a limited lease-up opportunity. So, are you comfortable doing that with just one tenant and not much lease-up or are you looking for build-to-suit where you have the ability to bring it from a single tenant, two or three tenants over time?

Yes. I'm glad you asked that question, Simon. So to be clear, I'm not suggesting that we are building towers for FirstNet. What I'm suggesting is that FirstNet -- we think FirstNet will bring new tower build opportunities in addition to what we think will probably be a lot of win-win opportunities for existing towers. So just using that as an example of something that will drive activity, we're not doing that today. And if we are presented with opportunities around FirstNet later, we'll certainly evaluate them from a return perspective. And I think you're right, when you look at some of the more remote areas, there will be a focus on the lease-up potential and compare that to initial cap rates and also compare it to more urban, suburban tower builds. So that will be part of the underwriting analysis that we do.

David Barden, Bank of America.

So just on the Hunt acquisition, I just wanted to confirm, Mark, that on the outside of adjusting for the pro forma acquisition of Nexus that the growth that we're looking at they're going back a few years is otherwise all kind of pro forma organic growth. And then second, kind of your comfort level on extrapolating that growth opportunity given that E-Rates' been the predominant and presumably the company already has a large piece of that, so can we kind of confidently extrapolate that growth rate? And then, the final part of it would be could you elaborate a little bit on what Hunt paid in multiple terms for Nexus in the fourth quarter relative to what you just paid for Hunt just now? Thanks.

Okay. So, David, on the projections, yes, we did pro forma for Nexus for exactly the reasons they would be indicative of the organic growth. To your point in terms of whether not extrapolation is appropriate, we will give a detailed guidance after the transaction closes, but I would say, yes. Directionally, I would say that the -- if you look at the revenue growth that they've achieved here recently, I would say that that's probably a very good indicator of what we would expect post close of the acquisition. And then, I'm sorry, what was the last part of your question, David?

Nexus.

The Nexus multiple that they paid relative to what you just paid for them?

Actually, I believe -- I don't have the exact number here in front of me. I believe the multiple was similar to what we're paying.

Jennifer Fritzsche, Wells Fargo.

If I could just ask a little bit about what you're seeing, not so much for towers, but on the fiber side, from the wireless carriers? Some of the five pure-play companies have talked about a little bit near-term uncertainty with wireless decisions in terms of fiber-to-the-tower and backhaul. Are you seeing any of that or is the current environment actually more of an opportunity? Thanks very much.

Good morning, Jennifer. Yes. So, we've seen at least one of the carriers' pullback on RFP activity, I would say, relatively recently, but frankly, that's been more than offset by increased RFP activity among the other carriers. So, I would make that as a global comment, but as it relates to us, and maybe more directly to your question, we have not seen it impact our bookings, and our progress continues on pace, if not better than what we expected. And we're not entirely sure why. It could be because we're in the Tier 2 and Tier 3 markets, which are less of a focus in terms of some of the activity I just mentioned, but regardless, we've seen some of that globally, but in terms of our activity and our bookings, we continue to see good progress that's been better than our expectations.

Great. And Kenny, if I could just one more on that, the carrier -- I know you can't name names, but that is pulled back, is it more because they are exploring kind of own fiber asset or is it just due to maybe uncertainty around the M&A environment?

Jennifer, I could speculate and would love to but won't on this call other than to say that it's not uncommon in our experience to see an ebbing and flowing of RFP activity among the carriers, and so what may be down today could be up six months from now. And with respect to what drives those decisions, again, I'd love to speak but probably shouldn't.

I'm showing no further questions. I would now like to turn the call back over to Kenny Gunderman for any further remarks.

Thank you. And thank you all for joining, and we look forward to seeing you on future calls.

Ladies and gentlemen, thank you for participating in today's conference. You may all disconnect. Everyone, have a great day.