Good morning, everyone. Thank you for attending our fireside with Uniti Group. Those of you that don't know me, I've been on the Deutsche Bank platform for about three months now. I'm the new high-yield telecom analyst. It's my pleasure to be hosting Paul Bullington, CEO of Uniti Group, and Bill DiTullio, who's the Head of IR. Welcome, Paul and Bill. Thank you. Thank you very much. And, uh- Good to be here. Yeah, great. Thanks for being with us. So I'm just going to, you don't have a... You wanna give any prepared remarks, or you wanna just go straight to the Q&A? Yeah. Yeah? Let's jump into it. Yeah. Okay, great. So I think the first area I wanted to discuss, 'cause it's, you know, it's been a topic to lead off a lot of your public calls recently, is just going back into the sales cycle, right? Yep. Is it? Are you still seeing it elongated? Is it extending any more? You know, are you starting to see maybe a little more macro weakness that might be driving that sales cycle a little bit longer, potentially people or new enterprise or wholesale accounts actually falling off the funnel by any chance? Yep. So, yeah, I'll turn the mic so hopefully everybody can hear me okay. Yeah, so I mean, we have made some comments, and I think it's definitely, definitely true that we have seen sales cycles elongate a bit this year. So, you know, and it's been present for most of the year, and it's been present across our customer segments, I think. So on the wholesale side, we've seen longer decision cycles, and that makes sense. Higher interest rates, some macro uncertainty, decision cycles for investments take a little longer or maybe have to go through another hurdle or two to get approved. So we've seen that happen on the wholesale side. On the enterprise side, we've also seen some elongation of decision cycles. But the interesting thing is the funnel has remained exceptionally strong. So the volume of deals that are coming through our sales teams and sales processes, the number of deals that we're actually quoting and responding to requests for quotes is actually up year over year this year versus last year. So that gives us confidence that the demand is still there, that there's significant demand for our products and services in the market, but maybe, you know, just gonna take a little longer to get signatures on orders. Our bookings are roughly in line with last year, but a little bit off from last year, so it's kind of trickling through a little bit to bookings. Part of the driver of lower bookings for us, though, is also the wireless side of the business- Yeah ... which we projected even before the start of the year to be off this year just given the investment cycle that we you know we were seeing from the wireless guys. So we knew wireless was gonna be off and that's a big driver of you know our slightly lower bookings this year versus last year. Yeah. Absolutely. Just talking about the funnel, I think you've said that you said that the funnel is, you know, two-thirds, three-quarters wholesale- Mm-hmm ... typically. How is, how is that split, you know, sort of between customer type, if you will, carrier versus hyperscalers and then product type, you know, versus dark, with the wireless customers specifically, backhaul, if you just- Yeah ... flavor for the overall funnel? Yeah. I don't have exact numbers. Yeah. I mean, the funnel fluctuates from month to month, quarter to quarter, and you know, on the wholesale side in particular, and on the Dark Fiber deal, national Dark Fiber deals are pretty large. So it can, you know, it can fluctuate a bit between the different segments like national carrier, regional carrier, hyperscaler. It can be up and down a little bit from quarter to quarter. But I think generally, you're correct. So, about two-thirds of our funnel tends to be wholesale in nature. Probably half of that is more Dark Fiber focused. Yeah. Again, those tend to be smaller number of deals, but they tend to be large deals. So, from a dollar amount standpoint, it tends to be a pretty big number- This split is in dollar terms? Yeah, yeah. Just to be clear. In dollar terms, yeah. I mean, if you looked at it on deal terms, the enterprise side of our business- Yeah, it's smaller. ... would be the volume in terms of the n- The numbers ... deal numbers, but on dollar figures, yes, it's, it's about two-thirds wholesale, one-third direct to enterprise and government. And then again, you know, like I said, about half of that wholesale is dark in nature generally, and it can fluctuate again, like I said, and about half of it is lit in nature. And so but it, but generally, it's a very diverse, and, you know, well-diversified, funnel base in terms of both the product and service sets and the customer types. We are seeing increased demand from the hyperscalers. There's a lot of activity going on there, and that's helped to make up for some of the lower numbers from a wireless standpoint. But it's also been strong in the regional and national wholesale segments as well, this year, and that's kinda helped to fill that gap a bit from the wireless side being down. Small Cell, you asked about Small Cell. Small Cell is still a very small part of our wireless funnel. I mean, it's a nice part of our business. We like Small Cell deals. We're seeing Small Cell deals. We're quoting Small Cell deals, we're winning and installing Small Cell deals. So, it's definitely a part of the mix, but it's a smaller piece, and that's largely driven by the types of markets that we're in. Our metro fiber is generally in tier two, tier three markets in the southeast, where small cell densification is a little bit further out the curve. So as we look out into the future on small cell, we still see more of it coming, and we think our fiber in tier two, tier three markets is well positioned for future small cell demand as it comes along. Yeah, that's actually a good segue into my next question. You mentioned that coming into the year, saw the wireless cycle, and that's been largely offset by hyperscaler. Hyperscaler and other wholesale, national, regional. Not, not just hyperscaler, but yeah. But yeah, that's been a big part of it, yeah. So what, what should we expect in, on the wireless side of spend? And you-- what's the next part of the cycle, particularly so given that you're tier two and tier three, you mentioned that small cell is not as important or not as big a- Mm-hmm ... spend in those markets. What's gonna bring wireless back? Yes. I mean, I definitely don't have a crystal ball with regard to, to the wireless guys, whether it's gonna, you know, come back in a big way, in 2024 or maybe 2025. But I definitely believe it's a cycle. We've. You know, I've been in the business long enough to have seen a number of wireless investment cycles, you know, come through, and I think this is another case in that. I mean, I know, you know, in terms of DISH, you know, last year was a big year for getting, you know, orders in, and this year is more about execution and delivery. But they, you know, DISH, I would expect, in the future, will have, densification efforts that they're gonna have to go through. And I think in general, in the wireless space, being in the tier two, tier three markets is gonna more rural or suburban type markets, is gonna be a good place to be for densification and future wireless investment in terms of, you know, whether it's small cells or macro, densification. This year hasn't been a one where we've sat idly on the wireless side, where there's been a lot of activity. We've announced a couple of large reterm deals with the wireless carriers over the last 12 months, that pushes about two-thirds of our backhaul tower, Lit tower base and Dark tower base out till 2030. So that's a big development for us. It also gives us. We're giving our wireless customers a path to 10G, and we're working on upgrade cadence and cycles with those guys to get to 10G. So that's a big focus of the wireless guys. So it's not—there's nothing happening there, but it's more of a, in terms of densification, there's less of a focus this year than there has been, less capital spending. But I think it's coming back. Yeah. Next year, 2025, Right ... you know, we see it- Coming back ... the cycle. Yeah. But you're not sure yet- Yeah ... as to what the exact timing is. Yeah. So all this is to say that it sounds like you're still confident. You've given sort of single-digit sales growth guidance for the second half of 2023. You feel pretty, pretty good on that? Yep, yep. You feel comfortable with that? Mm-hmm. And then just in the back half, what's... I guess maybe we've already talked about this. Give us, again, a sense, specifically in that time, the quarter just past, and what's giving you the comfort to get that mid-single digits, specifically in the second half, in terms of- Yeah. So it's a number of factors. I mean, one of the things that contributed to just sort of the timing of revenues coming in, sort of the back half of the year, is our one-time revenue pipeline. So one-time revenues for us, you know, can be lumpy, can go, you know, up and down, depending on demand. One of the big pieces of our one-time revenue for the last couple of years has been ETL revenue, which is, you know, we have pretty good idea... And most of that ETL revenue is coming from Sprint T-Mobile consolidation. Yeah. and we have a pretty good idea of, or we have a very good idea of exactly what they're decommissioning, but the timing of that is subject to their- Yeah ... to their timing. So it's a little hard to predict when those revenues will hit. So, but we're expecting more of those revenues coming in towards the back half of the year. And so the one-time revenue does create some lumpiness and some fluctuation, and that's one of the reasons why, you know, we think, you know, we think the fourth quarter is some of that revenue growth is gonna be the end of the- and revenue performance is gonna be in the fourth quarter. But in general, you know, we focus really more heavily on our recurring revenue base. And, you know, and that comes from the bookings and the installs that we're seeing. So we've got good visibility into that recurring revenue base and where it's, you know, based on that install timeline lag between bookings and installs, and we can project that out, and we've got good visibility into that recurring revenue base and those orders coming online and getting installed, and then coming into our revenue base. So that gives us a lot of confidence. Yeah. And how much of that? It sounds like there's potentially a Sprint from there. Yeah, I mean, those- How- ... those ETL payments are tied specifically to towers. Yeah. And so, you know, it really depends on the volume of towers that they decommission. Do you have good visibility on that or not? We have decent visibility into it. Yeah. The exact timing is, you know, whether it's, you know, could be a quarter off here or there, but we've got decent visibility. How much of that in the second half or part of that 5%? Well, it's hard to tie it exactly to, to that, but it's- Right. What we did about $25 million in 2022 in ETL fees. This year, it's about $15 million, so a step down, and then next year, there'll be some, but it'll step down, you know, pretty far below that as well. So there's about $15 million this year, and it's coming in across the year, but, you know, we think the back half of the year will be strong for ETL payments as well. More so. So it does contribute, yeah. And just on the last question. First question is, is there another source of... Probably some hours that's two, specifically with Sprint and T-Mobile, what's the, what's... runway? What's longer? Yeah. Well, so I'll handle Sprint-T-Mobile first. So peak year was 2022, and this year, there's a pretty good drop-off, and then it sort of trails out into 2024, but that's gonna pretty much run its course through 2023, with a little left in 2024. So that mostly is playing out. That's a bit of a headwind to revenue growth year-over-year when you're, you know, taking $25 million and running down. You know, also, those ETLs come with decommissioning of monthly recurring revenue. Basically, those ETLs are a pull forward of that monthly recurring revenue. So we've talked about $5 million-$10 million of annual revenue and recurring revenue falling off as a result of these installs. But, you know, again, 2022 is the peak year, some this year, and then just a little bit left as we go into 2024. So most of that is going to be through the business by the end of the year, and that is the lion's share of ETL fees. We and when we do generally all of our contracts come with some early termination liability, so anytime a customer terminates early, there would be an ETL. But it's generally not a very material portion of our one-time revenue. But this Sprint consolidation, Sprint T-Mobile consolidation, has made it a big factor in our revenue for, you know, this kind of three-year period here. It's not meaningful? No, it's not meaningful. Yeah, yeah. So next, I'd like to turn to, obviously, one of the favorite topics for investors. Lease, and I think it might be useful to kind of refresh us again on the post-settlement agreement to MLA components. Yep. CLEC versus ILEC, and maybe a breakdown of when obligations under... Lastly, how much of each. Okay. All right. So yeah, certainly a lot to unpack. Loaded question, yeah. Unpack there, but, I'll try to get through that quickly, and then, you know, if you have follow-up questions, sure, we can, we can look into any of it. But, so yeah, we have-- so we have two major MLAs, master lease agreements with Windstream. In 2020, as Windstream emerged from bankruptcy, we-- part of the settlement was we bifurcated those leases or that lease, it was one lease prior. We bifurcated that lease into two leases, one for the ILEC, and that's the majority of the revenues. So that's $540 million-ish of rent on that, and then $120 million on the CLEC. So that gets you to your $650-$660 range for the rent on those MLAs. Part of the logic to bifurcating them is it gives Windstream more flexibility with regard to their options. So they could divest the CLEC, and that- And you can do lease- And- By part of it. Yeah, and so- Yeah. That was a part of it, too. So, I mean, the responsibilities of the two parties, I mean, it's a Triple Net Lease, so generally, Windstream is responsible for all maintenance and upkeep, and operation of that, the network and the expenses. So very little responsibility, you know, from our side with regard to the Triple Net nature of the lease. But in the settlement, we did craft some additions to the relationship. So and, one is there's a settlement payment that we agreed to make over 20 quarters, that's about $24 million-$25 million a quarter, so about $100 million, just shy of $100 million a year. That runs through mid-2025. So we're getting towards the back end of that obligation for us. And then we also Uniti also agreed to create what we refer to as the GCI program, Growth Capital Investment Program, where Uniti is investing its dollars into basically the overbuild of Windstream copper fiber to the home network, their copper residential network with fiber to the home, so overbuilding that copper with fiber. So we agreed to invest up to $1.75 billion in that between 2020 and 2030. That investment is front-loaded to some degree. It steps down over time. This year will be the peak year for- investment. 250 is what we expect, which is the max that they can use this year, and then in one year- They're using all of it. We expect them to use all of it this year. It steps down to $225 million next year. They're able to roll over unused portions from previous years, but there won't be much, if any, rollover left after this year. So it steps down to $225 million this year, and then in 2025, it steps down again to $175 million. So it's stepping down over time. There's another step down in the future to $125 million as well. So it steps down over time, and then there's an 8% rent, a yield rent that comes with that. So they pay us an 8% starting one year after the investment is made, and then that escalates at 0.5% a year. So over time, that rent from those investments also steps up. So, I mean, what... How are these separate components? Lease renewal discussions, right? Which is probably 2027, 2028. What are... How-- You know, again, what are the flexibilities around both of those MLAs, and- Yep. What's more critical to win, and what could they potentially walk away from- Yeah, okay. Between the two? Yeah. Yeah. So, the term of both of those leases runs through 2030, and then it starts five-year renewal cycles in 2030. The process for renewal is very, you know, is laid out very very clearly as a part of these these leases. So there's, there's a definite cadence and timing and structure and process associated with renewal. You know, renewal is in 2030, but the renewal process starts in kicks off in 2027, and it kicks off with a negotiation between the parties. And Windstream has the option to renew these these leases by pod. And pod, you can think of it as a collection of markets, kind of. And so they can either choose to renew a pod or not to renew a pod. If they want to renew, then there's a negotiation between the two parties. If we can't come to an agreement, a mutual agreement on the renewed lease rate by a certain date in 2028, then you move to a binding arbitration process that brings in third-party accredited appraisers, similar to the appraisers that we involved in the 2015 initial setting of the lease and the 2020 settlement. Those appraisers would then, you know, as a baseball arbitration, where they come up with their own independent assessment of the fair market value of the lease. If they're within 10% of each other, then you split the difference. If not, then a third independent appraiser is appointed that then does their own work and then chooses between one of those two as the lease rate going forward. And then all that would play out by mid-2028. You know, in terms of what they would renew, like I said, they have options by pod. But you know, it's very difficult to conceive of a way that on the ILEC, that they wouldn't be renewing the network. The networks are critical to running those ILEC networks. Those ILEC networks are, you know, they're the provider of last resort in those areas. So it's difficult to conceive of a way that they would not renew an ILEC pod. The CLEC, I think there's a little bit more flexibility, but it's not a route-by-route type of renewal. It's a... You know, those pods on the CLEC national network are kind of multiple states and multiple routes. So, you know, that's difficult too. It would take investment by Windstream into alternative networks and transferring that traffic and that sort of thing. So not impossible, but I think not likely- Seems like- Yeah, not likely that they- Yeah ... wouldn't want to renew, at least given the, you know, what we can see from their current usage of those networks. Yeah. So what is I was just gonna add one thing. I was gonna add one thing to that. I mean, even if there were parts that they didn't renew, then we would have the right, Uniti would have the right, then, to lease that to other parties. Mm-hmm. You saw as part of the settlement agreement, I think one of the things, you know, I forget if we mentioned it or not, is we got rights to 2.2 million strand miles of fiber on the CLEC network that we now have the right to lease to other parties. Yeah. When we got the rights to those, that fiber, it doubled our sales pipeline from, you know, call it $500 million in total contract value to over $1 billion, and it's still sits at over $1 billion. So there's a lot of opportunity within there. And we have done a lot of the larger deals that you've seen us announce more recently, you know, through press releases and other things, have utilized that fiber. So, even though Windstream wasn't utilizing it, we have a use for it, and we've shown we have a proven track record of showing that we can monetize that fiber. So the point I'm trying to make is, even if there is fiber that Windstream doesn't choose to renew come renewal time, I think there would be... Especially if it's CLEC fiber, there would be value for us that we can- Demand for. Correct. That we can- Sure. 'Cause we're agnostic in terms of types of products or services we offer. We'll provide Dark Fiber, we can light it, we can use it to support our potentially, in some cases, our Uniti Fiber operations. Yeah. So we feel confident that- Mm-hmm ... you know, for the part that they wouldn't renew, and I agree with Paul that, you know, it's highly unlikely that there's a lot of it that they couldn't renew. But, you know, even if it wasn't, we still think there's a pathway to monetize it on our- Yeah, those are good points, Bill. And also, there's an obligation that they would have to work with us to lease it to a- Right ... to another party if we wanted to. The personal property that they have, you know, lighting the network, running the networks, they would have to transfer at a, you know, fair market price to a new tenant, as well. So there are provisions in there that will allow us to transition, but it's... you know, we think it's most likely that most, if not all, would be renewed. Yeah. Yeah. So if I could, just sort of along those lines, turn to what I think is always on investors' minds, and is rumored out there, how real it is or isn't, is anyone's guess, except you guys would know, being on the inside, obviously. So the question is the recombination- Mm-hmm. - of the assets. And you're now, you've got the, you know, sort of the maturity wall fixed, and you've talked about how M&A is the big focus- Yeah ... along with, you know, continuing to run the organic business. How serious an option is that? I know that you've said before that there is industrial logic to that, if you will. Even though it was split off eight years ago, it might make sense today- Yeah - to bring the assets together. Can you just give us a sense of how you guys are thinking about that, and how we should kinda handicap that? Yeah, well, I certainly don't wanna speculate too much on you know the probability there. But I do think there's some industrial logic to that potentially. I mean, it's definitely no secret that the current structure, the separation, I mean, it's creating some uncertainty for us and an overhang for our capital structure in terms of that uncertainty going forward. It definitely creates some issues for Windstream in terms of their investment in the network going forward and their ability to drive their business forward. So I think there's definitely some industrial logic to a recombination you know on paper. I think you know the devil's always in the details of what that would mean and how it would come about. And, you know, I think we're confident in our position with regard to renewal. You know, I think we've got the ability to continue in the current state. But I think, you know, we're open to discussions around things that make sense. And I think that, you know, we've talked pretty openly that, you know, we have had discussions, we have been in discussions with regard to transformative type M&A, and I think that's one of the flavors that is a possibility out there. But I don't want to handicap it for you, for sure. Yeah. I tried. Yeah, yeah. So the last thing, and then I have some more questions, but I want to open it up after this question to the investors in the room. But I have to ask this, you get asked this all the time about REIT status- Yeah ... right? And it just sort of seems like for one, the equity market doesn't seem to be giving you credit for the dividend, right? That's one. It's pretty clear that that's the case. And then second, when you talk about the main benefit of the REIT status being the tax shield, right? But you guys have a levered capital structure, and you have, particularly with the 10.5s, you've got a significant interest tax shield as it is. You know, it's a big part of your overall cap structure. So it seems to me that rather than have the leakage, right? And I'm not talking about the incremental 40 or 50- Yeah, yeah, I know. ... million that you pay beyond the minimum distribution. Yep. Just the whole thing relative to the tax savings, the benefit you'd get from either reinvesting or repaying debt. I think that would be perceived, and this is my opinion, I think it would be perceived very positively by both equity and debt investors. Because one of the issues, and I understand that your model is different, wholesale is growing, you know, connectivity is very much involved now with the AI tailwind. So it's not a CLEC, it's not an ILEC model, right? Right, yeah ... with the declining voice base. But that said, so many companies have made the mistake in this space, mostly the ILECs and RLECs, of course, of continuing to pay the dividend, right? And I think there would be some value release, and I think there'd be a positive read-through- Yeah ... if you will. So, I mean, I guess it's more of a statement than a question- Well- But if you could. Yeah, no, I'd- Rebut that. Yeah, I'd love to respond- Yeah ...a bit to that. So first of all, I think it's a very logical question, and it's a question we ask ourselves as well. You know, we're not tied to any one tax structure. I mean, our interest is in choosing the tax structure that maximizes long-term value for our investors and our stakeholders. So that's, and you know, we evaluate that on a regular basis, and we continue to evaluate that on a regular basis. I think giving up our REIT status is a big choice, right? You can't just de-REIT and re-REIT, you know, on a whim, right? De-REITing... Well, you can de-REIT on a whim. It's pretty easy to de-REIT, but REITing is difficult. At the rules under which we were able to establish ourselves as a REIT are a little different today. It's a little harder to do that today. And then there's also... if you de-REIT, there's also a five-year waiting period. So the decision to de-REIT is a big one, and but it's not one that we, if we determined that was the best thing in terms of long-term value creation for the business, then we would absolutely go that route. What our analysis has shown, and we tried to lay this out a bit, a couple of quarters ago, and I think investors responded very positively to what we've laid out. When we look at... When we do the analysis on a REIT, what we see is that it does create significant value for us going forward and for the business, going forward, and we think it makes sense to continue to maintain our REIT status today. One of the big factors you mentioned, you know, high interest expense and that of the tax shield. Well, as a C corp, you know, you're capped in your ability to deduct interest expense. Yeah. You know, 30% of EBIT, I think it is. And so that's one of the big differences. So if we were a C corp, because of that limitation on interest deduction, our effective tax rate would go up significantly. And so when you, when you look at that, the leakage, at the end of the day, is really pretty small. And so we could preserve a little cash by if we were not a REIT, just paying the taxes. But in large part, what it would result in is a transfer of, instead of those, those, dividends going to investors, we'd just be paying the lion's share of that into, into the federal government- Right ... you know, corporate-level taxes. Yeah. So, that really diminishes that value and that, you know, that we could capture there, or, you know, or thinking about it the other way, the leakage that would come from that. What are the magnitudes of the numbers on that, based on your internal analysis? Like, if you did go C corp tomorrow- I mean, Bill, do you recall? I mean, exactly. I don't wanna state the wrong number here, but do you recall, you know, kind of the magnitude of the numbers? I just- In terms of- With the leak The leakage. With the leakage gap back up. Yeah, we've never really disclosed it. Yeah. Just that if we did do it, basically, any dividends we were paying would be offset by tax, you know, incremental tax. b. Largely. I mean, it wasn't, it's not 100%. Yeah. There's a little, there's a little leakage there, but it's, it's not- It's not one for one, but it's not enough to- It's not- Yeah. It's definitely not enough. And then, when you stack on top of that, some of the strategic pieces of, of being... that we think being a REIT gives us, and our ability to- Right ... in a transactional basis, offer a step-up basis in assets and, and have more flexibility there with potential, you know, third-party acquirers. Or, you know, if we look at transformative M&A, the flexibility that having a REIT status today could give us in terms of certain deal structures, we think there's a compelling case- Yeah ... to remain a REIT, today. Yeah. Okay. I appreciate that. I think we've got, you know, maybe time for one, maybe two more, two questions. Anyone from the audience have any questions for management? Okay, I think, you know, we're right at the, almost upon time. So- Great ... appreciate you being here. Thanks again for taking the time, and we'll see you again next year. Yeah. Yeah. Great being here. Enjoyed it very much, and thanks to everybody for coming and listening.