Uniti Group Inc. (NASDAQ:UNIT) Files An 8-K Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition

On April 17, 2017, the Company is providing the following
information in a prospectus supplement related to a potential
equity offering.

Preliminary First Quarter Results

Set forth below are selected preliminary, unaudited financial
results for the three months ended March 31, 2017. We have not
yet completed our financial closing process, and the information
set out below should be considered preliminary and subject to
change. These estimates have been prepared by and are the
responsibility of management. Our independent registered public
accounting firm has not reviewed our preliminary financial data,
and does not express an opinion or any other form of assurance
with respect to the preliminary financial data. The below summary
of financial data is not a comprehensive statement of our
financial results for the three months ended March 31, 2017, and
our actual results may differ materially from these estimates due
to the completion of our financial closing procedures, final
adjustments, review by our auditors and other developments that
may arise between now and the time the financial results are
finalized.

The following are the selected preliminary, unaudited financial
results for the three months ended March 31, 2017, as well as a
comparison to our unaudited financial results for the three
months ended March 31, 2016.

For the three months ended March 31, 2017, net loss and net loss
applicable to common shareholders includes the impact of
approximately $10 million of transaction related costs and a
non-cash charge of approximately $11.0 million related to a
change in the fair value of contingent consideration liabilities.

The following table presents a reconciliation of the midpoint of
our preliminary estimated Adjusted EBITDA and AFFO per common
share to the midpoint of our preliminary estimated low end and
high end ranges for our net (loss) income, the most directly
comparable GAAP measure, for the three months ended March 31,
2017.

Adjusted EBITDA

AFFO per common share

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), Normalized Funds From Operations (NFFO) 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, FFO, NFFO and AFFO are
important non-GAAP supplemental measures of operating performance
for a real estate investment trust (REIT).

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
(collectively, transaction related costs), the write off of
unamortized deferred financing costs, costs incurred as a result
of the early repayment of debt, changes in the fair value of
contingent consideration and financial instruments, and other
similar items (although we may not have had such charges in the
periods presented). 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 an alternative 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 applicable 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. We compute FFO in accordance
with NAREITs definition.

We define NFFO, as FFO excluding the impact, which may be
recurring in nature, of transaction and integration related
costs. We define AFFO as NFFO excluding (i) noncash 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,
straight-line revenues and revenue associated with the
amortization of tenant funded capital improvements and (ii) 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, changes in the fair
value of contingent consideration and financial instruments, and
similar items less maintenance capital expenditures. We believe
that the use of FFO, NFFO 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,
NFFO and AFFO to be useful measures for reviewing comparative
operating and financial 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. We use FFO, NFFO and
AFFO, and their respective per share amounts, as performance
measures, and FFO, NFFO and AFFO do not purport to be indicative
of cash available to fund our future cash requirements. While
FFO, NFFO 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, NFFO
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, NFFO and AFFO differently than
we do.

The information contained in this Item 2.02 is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of Section 18 of the
Exchange Act. The information in this Item 2.02 shall not be
incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended, or into
any filing or other document to the Exchange Act, except as
otherwise expressly stated in any such filing.

Item 7.01 Regulation FD Disclosure

Uniti has obtained commitments, subject to a number of conditions
including execution of definitive documentation, for an increase
in the commitments under its revolving credit facility from $500
million to $750 million.

Item 8.01 Other Information

As previously announced, on April 10, 2017, Uniti Group Inc. (the
Company) entered into a definitive agreement to acquire Southern
Light, LLC, an Alabama limited liability company (Southern
Light). The Company is filing this report to present historical
audited financial statements of Southern Light as well as certain
pro forma financial information relating to the Companys pending
acquisition of Southern Light. Accordingly, audited consolidated
financial statements of Southern Light and unaudited pro forma
condensed combined financial statements giving effect to the
pending acquisition of Southern Light are attached as Exhibits
99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Southern Light
as of December 31, 2016 and 2015 and for each of the two years in
the period ended December 31, 2016 are filed as Exhibit 99.1
hereto.

(b) Pro forma financial information.

Uniti Group Inc.s unaudited pro forma condensed combined
financial statements as of and for the year ended December 31,
2016 giving effect to the acquisition of Southern Light and
certain other acquisitions consummated since January 1, 2016, and
the financing therefor, are filed as Exhibit 99.2 hereto.

(d) The following exhibits are included with this Current Report.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K 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 and those
regarding the registrants intent, belief or expectations
including, without limitation, statements regarding its
expectations with respect to the proposed transaction with
Southern Light, LLC.

Words such as anticipate(s), expect(s), intend(s), estimate(s),
foresee(s), plan(s), believe(s), may, will, would, could, should,
seek(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 the registrant
believes that the assumptions underlying the forward-looking
statements are reasonable, it can give no assurance that its
expectations will be attained.Factors which could materially
alter its expectations with regard to the proposed transaction
with Southern Light, LLC, include, among other things, the
possibility that the terms of the transaction as described in
this Current Report on Form 8-K are modified; the risk that the
transaction agreements may be terminated prior to expiration;
risks related to satisfying the conditions to the transactions,
including timing and possible delays and receipt of regulatory
approvals from various governmental entities (including any
conditions, limitations or restrictions placed on these
approvals) and the risk that one or more governmental entities
may deny approval.

The registrant expressly disclaims any obligation to release
publicly any updates or revisions to any of the forward looking
statements set forth in this Current Report on Form 8-K to
reflect any change in its expectations or any change in events,
conditions or circumstances on which any statement is based.

About Uniti Group Inc. (NASDAQ:UNIT)

Uniti Group Inc., formerly Communications Sales & Leasing, Inc., is an internally managed real estate investment trust engaged in the acquisition and construction of infrastructure in the communications industry. The Company focuses on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. It operates in four segments: Leasing, Fiber Infrastructure, Towers and Consumer Competitive Local Exchange Carrier (Consumer CLEC). The Leasing segment includes Uniti Leasing. The Fiber Infrastructure segment includes Uniti Fiber business. The Towers segment includes Uniti Towers and its ground lease investments. The Consumer CLEC segment includes Talk America. As of December 31, 2016, the Company and its subsidiaries owned approximately 88,100 fiber network route miles, representing approximately 4.2 million fiber strand miles and approximately 231,900 route miles of copper cable lines across 32 states.

Uniti Group Inc. (NASDAQ:UNIT) Recent Trading Information

Uniti Group Inc. (NASDAQ:UNIT) closed its last trading session up +0.70 at 27.13 with 944,512 shares trading hands.