American Tower Corporation Reports Fourth Quarter and Full Year 2012 Financial Results
American Tower Corporation (NYSE: AMT) today reported financial
results for the fourth quarter and full year ended December 31, 2012.
Jim Taiclet, American Tower’s Chief Executive Officer stated, “2012
represented another strong year of performance, as we remained focused
on two primary aspirations: strengthening our core U.S. business by
securing extended customer agreements to enable robust, sustained
organic growth; and leveraging the rapid global adoption of wireless
services to drive our international market expansion. As a result, we
were able to achieve Core Growth in rental revenue and Adjusted EBITDA
of over 21% and Core Growth in AFFO of nearly 19%.
"Our Outlook for 2013 reflects continued mid-teen Core Growth in rental
revenue, Adjusted EBITDA and AFFO, and we are focused on pursuing our
disciplined global investment strategy to sustain these levels of growth
into the future."
FOURTH QUARTER 2012 OPERATING RESULTS OVERVIEW
American Tower generated the following operating results for the quarter
ended December 31, 2012 (unless otherwise indicated, all comparative
information is presented against the quarter ended December 31, 2011).
Total revenue increased 17.6% to $768.4 million and total rental and
management revenue increased 15.4% to $739.7 million. Total rental and
management revenue Core Growth was approximately 19.3%. Please refer to
the selected statement of operations detail on page 14, which highlights
the items affecting all Core Growth percentages for the quarter ended
December 31, 2012.
Total rental and management Gross Margin increased 15.6% to $562.9
million, which includes the impact of a one-time favorable expense item
attributable to the domestic rental and management segment, as further
described below. Total selling, general, administrative and development
expense was $89.4 million, including $11.9 million of stock-based
compensation expense. Adjusted EBITDA increased 16.8% to $500.6 million,
Core Growth in Adjusted EBITDA was 19.6%, and Adjusted EBITDA Margin was
65%.
Adjusted Funds From Operations (AFFO) increased 4.7% to $289.7 million,
which includes the negative impact of two non-recurring international
tax payments of approximately $15.5 million in aggregate and new market
start-up capital expenditures of approximately $5.6 million. Core Growth
in AFFO was approximately 11.6%, and AFFO per Share increased 2.9% to
$0.72.
Operating income increased 12.7% to $279.2 million, while net income
attributable to American Tower Corporation decreased 33.9% to $135.7
million. The decrease was primarily attributable to a one-time positive
net impact of approximately $121.0 million during the fourth quarter of
2011, as a result of the reversal of certain deferred tax assets and
liabilities resulting from the Company’s conversion to a real estate
investment trust (REIT). In addition, contributing to the decrease was
the negative impact of approximately $39.4 million that the Company
recorded during the fourth quarter of 2012 in relation to valuation
allowances attributable to net operating losses generated by its
international rental and management segment. Net income attributable to
American Tower Corporation per both basic and diluted common share
decreased 34.6% to $0.34.
Cash provided by operating activities decreased 5.7% to $297.8 million.
Segment Results
Domestic Rental and Management Segment – Domestic rental and
management segment revenue increased 7.5% to $499.9 million, which
represented 65% of total revenues. Domestic rental and management
segment Gross Margin increased 11.3% to $415.5 million, which includes
the favorable one-time impact of approximately $5.7 million related to
land rent expense. Domestic rental and management segment Operating
Profit increased 10.7% to $390.5 million, and domestic rental and
management segment Operating Profit Margin was 78%.
International Rental and Management Segment – International
rental and management segment revenue increased 36.3% to $239.8 million,
which represented 31% of total revenues. International rental and
management segment Gross Margin increased 29.7% to $147.4 million, while
international rental and management segment Operating Profit increased
30.5% to $120.2 million. International rental and management
segment Operating Profit Margin was 50% (70%, excluding the impact of
$67.9 million of pass-through revenues).
Network Development Services Segment – Network development
services segment revenue was $28.7 million, which represented 4% of
total revenues. Network development services segment Gross Margin was
$15.3 million, and network development services segment Operating Profit
was $12.9 million. Network development services segment Operating Profit
Margin was 45%.
FULL YEAR 2012 OPERATING RESULTS OVERVIEW
American Tower generated the following operating results for the full
year ended December 31, 2012 (unless otherwise indicated, all
comparative information is presented against the full year ended
December 31, 2011).
Total revenue increased 17.7% to $2,876.0 million and total rental and
management revenue increased 17.5% to $2,803.5 million. Total rental and
management revenue Core Growth was approximately 21.1%. Please refer to
the selected statement of operations detail on page 14, which highlights
the items affecting all Core Growth percentages for the year ended
December 31, 2012.
Total rental and management Gross Margin increased 17.7% to $2,131.9
million. Total selling, general, administrative and development expense
was $327.3 million, including $50.2 million of stock-based compensation
expense. Adjusted EBITDA increased 18.6% to $1,892.4 million, Core
Growth in Adjusted EBITDA was 21.3%, and the Adjusted EBITDA Margin was
66%.
AFFO increased 13.5% to $1,198.1 million, Core Growth in AFFO was
approximately 18.8%, and AFFO per Share increased 13.6% to $3.00.
Operating income increased 21.7% to $1,119.7 million, while net income
attributable to American Tower Corporation increased 60.7% to $637.3
million. Net income attributable to American Tower Corporation per basic
common share increased 61.0% to $1.61, and net income attributable to
American Tower Corporation per diluted common share increased 61.6% to
$1.60.
Cash provided by operating activities increased 21.3% to $1,414.4
million.
Segment Results
Domestic Rental and Management Segment – Domestic rental and
management segment revenue increased 11.3% to $1,940.7 million, which
represented 67% of total revenues. Domestic rental and management
segment Gross Margin increased 13.8% to $1,583.1 million, while domestic
rental and management segment Operating Profit increased 14.0% to
$1,497.5 million. Domestic rental and management segment Operating
Profit Margin was 77%.
International Rental and Management Segment – International
rental and management segment revenue increased 34.4% to $862.8 million,
which represented 30% of total revenues. International rental and
management segment Gross Margin increased 30.5% to $548.7 million, while
international rental and management segment Operating Profit increased
33.9% to $453.1 million. International rental and management segment
Operating Profit Margin was 53% (72%, excluding the impact of $229.1
million of pass-through revenues).
Network Development Services Segment – Network development
services segment revenue was $72.5 million, which represented 3% of
total revenues. Network development services segment Gross Margin was
$37.6 million, and network development services segment Operating Profit
was $30.9 million. Network development services segment Operating Profit
Margin was 43%.
Please refer to “Non-GAAP and Defined Financial Measures” on pages 6 and
7 for definitions of Gross Margin, Operating Profit, Operating Profit
Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Funds From Operations,
Adjusted Funds From Operations, Adjusted Funds From Operations per
Share, Core Growth and Net Leverage Ratio. For additional financial
information, including reconciliations to GAAP measures, please refer to
the unaudited selected financial information on pages 12 through 16.
INVESTING OVERVIEW
Distributions – On December 31, 2012, the Company paid its
fourth quarter distribution of $0.24 per share, or a total of
approximately $94.8 million, to stockholders of record at the close of
business on December 17, 2012.
During the twelve months ended December 31, 2012, the Company paid an
aggregate of $0.90 per share in distributions, or a total of
approximately $355.6 million, to its stockholders. Subject to the
discretion of the Company’s Board of Directors, the Company expects to
continue paying regular distributions, the amount and timing of which
will be determined by the Board.
Cash Paid for Capital Expenditures – During the fourth
quarter of 2012, total capital expenditures of $191.0 million
included $86.9 million for discretionary capital projects, including
spending to complete the construction of 87 towers and the installation
of 6 distributed antenna system networks and 304 shared generators
domestically and the construction of 432 towers and the installation of
2 distributed antenna system networks internationally; $33.9 million to
purchase land under the Company’s communications sites; $28.0 million
for the redevelopment of existing communications sites to accommodate
new tenant equipment; and $42.3 million for capital improvements and
corporate capital expenditures.
During the twelve months ended December 31, 2012, total capital
expenditures of $568.0 million included $279.0 million for discretionary
capital projects, including spending to complete the construction of 235
towers and the installation of 15 distributed antenna system networks
and 603 shared generators domestically and the construction of 2,109
towers and the installation of 2 distributed antenna system networks
internationally; $82.3 million to purchase land under the Company’s
communications sites; $86.7 million for the redevelopment of existing
communications sites to accommodate new tenant equipment; and $120.0
million for capital improvements and corporate capital expenditures.
Cash Paid for Acquisitions – During the fourth quarter of
2012, the Company spent $1,175.2 million for the purchase of 627
domestic towers, 24 domestic property interests under third-party
communications sites and 2,263 international towers. The international
towers consisted of those acquired pursuant to previously announced
agreements, including 2,031 towers in Germany, 190 towers in Mexico and
42 towers in Colombia. Subsequent to the end of the fourth quarter of
2012, the Company acquired an additional 883 towers in Mexico for an
aggregate purchase price of $248.5 million, subject to post-closing
adjustments and value added tax.
During the twelve months ended December 31, 2012, the Company spent
$1,998.0 million for the purchase of 713 domestic towers, 24 domestic
property interests under third-party communications sites, 5,733
international towers and amounts due for acquisitions completed in
December of 2011.
Stock Repurchase Program – During the fourth quarter of
2012, the Company repurchased a total of approximately 0.6 million
shares of its common stock for approximately $46.0 million pursuant to
its stock repurchase program. Between January 1, 2013 and January 21,
2013, the Company repurchased an additional 15,790 shares of its common
stock for an aggregate of $1.2 million.
During the twelve months ended December 31, 2012, the Company
repurchased a total of approximately 0.9 million shares of its common
stock for approximately $62.7 million pursuant to its stock repurchase
program.
FINANCING UPDATE
Leverage – For the quarter ended December 31, 2012, the
Company’s net leverage ratio was approximately 4.2x net debt (total debt
less cash and cash equivalents) to fourth quarter 2012 annualized
Adjusted EBITDA.
Liquidity – As of December 31, 2012, the Company had
approximately $1.1 billion of total liquidity, comprised of
approximately $368.6 million in cash and cash equivalents, plus the
ability to borrow an aggregate of approximately $734.6 million under its
two revolving credit facilities, net of any outstanding letters of
credit.
Subsequent to the end of the fourth quarter of 2012, the Company
increased its liquidity by approximately $1.0 billion through the
issuance of 3.50% senior unsecured notes due 2023, the net proceeds of
which were used to repay borrowings under the Company’s revolving credit
facilities.
FULL YEAR 2013 OUTLOOK
The following estimates are based on a number of assumptions that
management believes to be reasonable and reflect the Company’s
expectations as of February 26, 2013. These estimates include the impact
of the Company’s acquisition of 883 towers in Mexico, which closed
subsequent to the end of the fourth quarter of 2012 and the construction
of between 2,250 to 2,750 new sites. Actual results may differ
materially from these estimates as a result of various factors, and the
Company refers you to the cautionary language regarding
“forward-looking” statements included in this press release when
considering this information.
The Company’s outlook is based on the following average foreign currency
exchange rates to 1.00 U.S. Dollar for the full year 2013: (a) 2.00
Brazilian Reais; (b) 475.00 Chilean Pesos; (c) 1,800.00 Colombian Pesos;
(d) 0.78 Euros; (e) 1.90 Ghanaian Cedi; (f) 53.00 Indian Rupees; (g)
12.50 Mexican Pesos; (h) 2.55 Peruvian Soles; (i) 8.70 South African
Rand; and (j) 2,650.00 Ugandan Schillings.
|
($ in millions)
|
|
|
Full Year 2013
|
|
Midpoint
Growth
|
|
Midpoint Core
Growth
|
|
Total rental and management revenue
|
|
|
$3,160
|
|
to
|
|
$3,210
|
|
13.6%
|
|
16.5%
|
|
Adjusted EBITDA (1) |
|
|
$2,080
|
|
to
|
|
$2,130
|
|
11.2%
|
|
14.8%
|
|
Adjusted Funds From Operations(1) |
|
|
$1,360
|
|
to
|
|
$1,410
|
|
15.6%
|
|
16.3%
|
|
Net Income
|
|
|
$765
|
|
to
|
|
$840
|
|
35.1%
|
|
N/A
|
|
________
|
|
(1) See “Non-GAAP and Defined Financial Measures” below.
|
The Company’s outlook for total rental and management revenue reflects
the following at the midpoint: (1) domestic rental and management
segment revenue of $2,080 million; and (2) international rental and
management segment revenue of $1,105 million, which includes
approximately $285 million of pass-through revenue.
|
The calculation of midpoint Core Growth is as follows:
(Totals may not add due to rounding.)
|
|
Total Rental and
Management
Revenue
|
|
Adjusted
EBITDA
|
|
AFFO
|
|
Outlook midpoint Core Growth
|
|
16.5%
|
|
14.8%
|
|
16.3%
|
|
Estimated impact of fluctuations in foreign currency exchange rates
|
|
(0.2)%
|
|
(0.0)%
|
|
0.0%
|
|
Impact of straight-line revenue and expense recognition
|
|
(2.0)%
|
|
(2.4)%
|
|
-
|
|
Impact of significant one-time items(1)
|
|
(0.6)%
|
|
(1.1)%
|
|
(0.8)%
|
|
Outlook midpoint growth
|
|
13.6%
|
|
11.2%
|
|
15.6%
|
|
___
|
|
(1) Attributable to 2012 one-time items and new market start-up
capital expenditures of approximately $20 million in 2013.
|
|
|
|
|
Outlook for Capital Expenditures:
($ in millions)
(Totals may not add due to rounding.)
|
Full Year 2013
|
|
Discretionary capital projects(1) |
$240
|
|
to
|
|
$300
|
|
Ground lease purchases
|
85
|
|
to
|
|
105
|
|
Redevelopment
|
95
|
|
to
|
|
105
|
|
Capital improvement(2) |
105
|
|
to
|
|
115
|
|
Corporate
|
25
|
|
-
|
|
25
|
|
Total
|
$550
|
|
to
|
|
$650
|
|
___
|
|
(1) Includes the construction of approximately 2,250 to 2,750 new
communications sites.
|
|
(2) Includes new market start-up capital expenditures of
approximately $20 million and spending related to a lighting system
upgrade in the U.S of approximately $15 million.
|
|
Reconciliations of Outlook for Net Income to Adjusted EBITDA:
|
|
($ in millions)
(Totals may not add due to rounding.)
|
|
Full Year 2013
|
|
Net income
|
|
$765
|
|
to
|
|
$840
|
|
Interest expense
|
|
460
|
|
to
|
|
450
|
|
Depreciation, amortization and accretion
|
|
755
|
|
to
|
|
725
|
|
Income tax provision
|
|
63
|
|
to
|
|
73
|
|
Stock-based compensation expense
|
|
65
|
|
-
|
|
65
|
|
Other, including other operating expenses, interest income, loss on
retirement of long-term obligations, (income) loss on equity method
investments and other (income) expense
|
|
(28)
|
|
to
|
|
(23)
|
|
Adjusted EBITDA
|
|
$2,080
|
|
to
|
|
$2,130
|
|
|
|
Reconciliations of Outlook for Net Income to Adjusted Funds
From Operations:
|
|
($ in millions)
(Totals may not add due to rounding.)
|
|
Full Year 2013
|
|
Net income
|
|
$765
|
|
to
|
|
$840
|
|
Straight-line revenue
|
|
(135)
|
|
-
|
|
(135)
|
|
Straight-line expense
|
|
31
|
|
-
|
|
31
|
|
Depreciation, amortization and accretion
|
|
755
|
|
to
|
|
725
|
|
Stock-based compensation expense
|
|
65
|
|
-
|
|
65
|
|
Non-cash portion of tax provision
|
|
5
|
|
to
|
|
10
|
|
Other, including other operating expenses, interest expense,
amortization of deferred financing costs, debt discounts and
capitalized interest, loss on retirement of long-term obligations,
other (income) expense and non-cash interest related to joint
venture shareholder loans
|
|
4
|
|
to
|
|
14
|
|
Capital improvement capital expenditures
|
|
(105)
|
|
to
|
|
(115)
|
|
Corporate capital expenditures
|
|
(25)
|
|
-
|
|
(25)
|
|
Adjusted Funds From Operations
|
|
$1,360
|
|
to
|
|
$1,410
|
Conference Call Information
American Tower will host a conference call today at 8:30 a.m. ET to
discuss its financial results for the fourth quarter and full year ended
December 31, 2012 and its outlook for 2013. Supplemental materials for
the call will be available on the Company’s website, www.americantower.com.
The conference call dial-in numbers are as follows:
U.S./Canada dial-in: (866) 740-9153
International dial-in: (706) 645-9644
Passcode: 94770658
When available, a replay of the call can be accessed until 11:59 p.m. ET
on March 12, 2013. The replay dial-in numbers are as follows:
U.S./Canada dial-in: (855) 859-2056
International dial-in: (404) 537-3406
Passcode: 94770658
American Tower will also sponsor a live simulcast and replay of the call
on its website, www.americantower.com.
About American Tower
American Tower is a leading independent owner, operator and developer of
wireless and broadcast communications real estate. American Tower
currently owns and operates over 54,000 communications sites in the
United States, Brazil, Chile, Colombia, Germany, Ghana, India, Mexico,
Peru, South Africa and Uganda. For more information about American
Tower, please visit www.americantower.com.
Non-GAAP and Defined Financial Measures
In addition to the results prepared in accordance with generally
accepted accounting principles in the United States (GAAP) provided
throughout this press release, the Company has presented the following
non-GAAP and defined financial measures: Gross Margin, Operating Profit,
Operating Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Funds
From Operations, Adjusted Funds From Operations, Adjusted Funds From
Operations per Share, Core Growth and Net Leverage Ratio.
The Company defines Gross Margin as revenues less operating expenses,
excluding stock-based compensation expense. The Company defines
Operating Profit as Gross Margin less selling, general, administrative
and development expense, excluding stock-based compensation expense and
corporate expenses. For reporting purposes, the international rental and
management segment Operating Profit and Gross Margin also include
interest income, TV Azteca, net. These measures of Gross Margin and
Operating Profit are also before interest income, interest expense, loss
on retirement of long-term obligations, other income (expense), net
income attributable to non-controlling interest, income (loss) on equity
method investments, income taxes and discontinued operations. The
Company defines Operating Profit Margin as the percentage that results
from dividing Operating Profit by revenue. The Company defines Adjusted
EBITDA as net income before income (loss) from discontinued operations,
net, income (loss) from equity method investments, income tax provision
(benefit), other (income) expense, loss on retirement of long-term
obligations, interest expense, interest income, other operating
expenses, depreciation, amortization and accretion and stock-based
compensation expense. The Company defines Adjusted EBITDA Margin as the
percentage that results from dividing Adjusted EBITDA by total revenue.
The Company defines Funds From Operations as net income before real
estate related depreciation, amortization and accretion. The Company
defines Adjusted Funds From Operations as Funds From Operations before
straight-line revenue and expense, stock-based compensation expense,
non-cash portion of tax provision, non-real estate related depreciation,
amortization and accretion, amortization of deferred financing costs,
debt discounts and capitalized interest, other (income) expense, loss on
retirement of long-term obligations, other operating (income) expense,
less cash payments related to capital improvements and cash payments
related to corporate capital expenditures. The Company defines Adjusted
Funds From Operations per Share as Adjusted Funds From Operations
divided by the diluted weighted average common shares outstanding. Funds
From Operations for the three and twelve months ended December 31, 2011
are presented on a pro forma basis and reflect adjustments for income
tax provision as if the REIT conversion had occurred on January 1, 2011.
The Company defines Core Growth in total rental and management revenue,
Adjusted EBITDA and Adjusted Funds From Operations as the increase or
decrease, expressed as a percentage, resulting from a comparison of
financial results for a current period with corresponding financial
results for the corresponding period in a prior year, in each case,
excluding the impact of straight-line revenue and expense recognition,
foreign currency exchange rate fluctuations and significant one-time
items. The Company defines Net Leverage Ratio as net debt (total debt,
less cash and cash equivalents) divided by last quarter annualized
Adjusted EBITDA. These measures are not intended to replace financial
performance measures determined in accordance with GAAP. Rather, they
are presented as additional information because management believes they
are useful indicators of the current financial performance of the
Company’s core businesses. The Company believes that these measures can
assist in comparing company performances on a consistent basis
irrespective of depreciation and amortization or capital structure.
Depreciation and amortization can vary significantly among companies
depending on accounting methods, particularly where acquisitions or
non-operating factors, including historical cost bases, are involved.
Notwithstanding the foregoing, the Company’s measures of Gross Margin,
Operating Profit, Operating Profit Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Funds From Operations, Adjusted Funds From Operations,
Adjusted Funds From Operations per Share, Core Growth and Net Leverage
Ratio may not be comparable to similarly titled measures used by other
companies.
Cautionary Language Regarding Forward-Looking Statements
This press release contains "forward-looking statements" concerning our
goals, beliefs, expectations, strategies, objectives, plans, future
operating results and underlying assumptions, and other statements that
are not necessarily based on historical facts. Examples of these
statements include, but are not limited to statements regarding our full
year 2013 outlook, foreign currency exchange rates and our expectation
regarding the declaration of regular distributions. Actual results may
differ materially from those indicated in our forward-looking statements
as a result of various important factors, including: (1) decrease in
demand for our communications sites would materially and adversely
affect our operating results and we cannot control that demand; (2) new
technologies or changes in a tenant’s business model could make our
tower leasing business less desirable and result in decreasing revenues;
(3) our business is subject to government regulations and changes in
current or future laws or regulations could restrict our ability to
operate our business as we currently do; (4) if our tenants consolidate,
merge or share site infrastructure with each other to a significant
degree, our growth, revenue and ability to generate positive cash flows
could be materially and adversely affected; (5) we could suffer adverse
tax or other financial consequences if taxing authorities do not agree
with our tax positions; (6) a substantial portion of our revenue is
derived from a small number of tenants, and we are sensitive to changes
in the creditworthiness and financial strength of our tenants; (7) our
foreign operations are subject to economic, political and other risks
that could materially and adversely affect our revenues or financial
position, including risks associated with fluctuations in foreign
currency exchange rates; (8) our expansion initiatives involve a number
of risks and uncertainties that could adversely affect our operating
results, disrupt our operations or expose us to additional risk if we
are not able to successfully integrate operations, assets and personnel;
(9) if we are unable to protect our rights to the land under our towers,
it could adversely affect our business and operating results; (10)
increasing competition in the tower industry may create pricing
pressures that may materially and adversely affect us; (11) if we are
unable or choose not to exercise our rights to purchase towers that are
subject to lease and sublease agreements at the end of the applicable
period, our cash flows derived from such towers would be eliminated;
(12) if we fail to qualify as a REIT or fail to remain qualified as a
REIT, we would be subject to tax at corporate income tax rates, which
would substantially reduce funds otherwise available; (13) we may be
limited in our ability to fund required distributions using cash
generated through our TRSs; (14) complying with REIT requirements may
limit our flexibility or cause us to forego otherwise attractive
opportunities; (15) certain of our business activities may be subject to
corporate level income tax and foreign taxes, which reduce our cash
flows, and may have deferred and contingent tax liabilities; (16) we may
need additional financing to fund capital expenditures, future growth
and expansion initiatives and to satisfy our REIT distribution
requirements;(17) our leverage and debt service obligations may
materially and adversely affect us; (18) restrictive covenants in the
loan agreements related to our securitization transaction, the loan
agreements for our credit facilities and the indentures governing our
debt securities could materially and adversely affect our business by
limiting flexibility; (19) we may incur goodwill and other intangible
asset impairment charges which could result in a significant reduction
to our earnings; (20) we have limited experience operating as a REIT,
which may adversely affect our financial condition, results of
operations, cash flow and ability to satisfy debt service obligations;
(21) we could have liability under environmental and occupational safety
and health laws; (22) our towers or data centers may be affected by
natural disasters and other unforeseen events for which our insurance
may not provide adequate coverage; and (23) our costs could increase and
our revenues could decrease due to perceived health risks from radio
emissions, especially if these perceived risks are substantiated. For
additional information regarding factors that may cause actual results
to differ materially from those indicated in our forward-looking
statements, we refer you to the information contained in Item 1A of our
Form 10-Q for the nine months ended September 30, 2012. We undertake no
obligation to update the information contained in this press release to
reflect subsequently occurring events or circumstances.
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|
2012
|
|
2011(1) |
|
ASSETS:
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$368,618
|
|
$330,191
|
|
|
Restricted cash
|
69,316
|
|
42,215
|
|
|
Short-term investments and available-for-sale securities
|
6,018
|
|
22,270
|
|
|
Accounts receivable, net
|
136,971
|
|
100,610
|
|
|
Prepaid and other current assets
|
222,851
|
|
250,273
|
|
|
Deferred income taxes
|
25,754
|
|
29,596
|
|
|
Total current assets
|
829,528
|
|
775,155
|
|
Property and equipment, net
|
5,789,995
|
|
4,981,722
|
|
Goodwill
|
2,912,046
|
|
2,676,290
|
|
Other intangible assets, net
|
3,115,053
|
|
2,495,053
|
|
Deferred income taxes
|
213,518
|
|
209,031
|
|
Deferred rent asset
|
776,201
|
|
609,529
|
|
Notes receivable and other non-current assets
|
452,788
|
|
495,615
|
|
Total
|
$14,089,129
|
|
$12,242,395
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY:
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable
|
$89,578
|
|
$215,931
|
|
|
Accrued expenses
|
286,962
|
|
305,538
|
|
|
Distributions payable
|
189
|
|
-
|
|
|
Accrued interest
|
71,271
|
|
65,729
|
|
|
Current portion of long-term obligations
|
60,031
|
|
101,816
|
|
|
Unearned revenue
|
124,147
|
|
92,483
|
|
|
Total current liabilities
|
632,178
|
|
781,497
|
|
Long-term obligations
|
8,693,345
|
|
7,134,492
|
|
Asset retirement obligations
|
435,724
|
|
344,180
|
|
Other non-current liabilities
|
643,701
|
|
572,084
|
|
|
Total liabilities
|
10,404,948
|
|
8,832,253
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
EQUITY :
|
|
|
|
|
Common stock
|
3,959
|
|
3,936
|
|
Additional paid-in capital
|
5,012,124
|
|
4,903,800
|
|
Distributions in excess of earnings
|
(1,196,907)
|
|
(1,477,899)
|
|
Accumulated other comprehensive loss
|
(183,347)
|
|
(142,617)
|
|
Treasury stock(2)
|
(62,728)
|
|
-
|
|
|
Total American Tower Corporation equity
|
3,573,101
|
|
3,287,220
|
|
Noncontrolling interest
|
111,080
|
|
122,922
|
|
|
Total equity
|
3,684,181
|
|
3,410,142
|
|
Total
|
$14,089,129
|
|
$12,242,395
|
|
|
|
|
|
|
|
|
|
|
|
(1) December 31, 2011 balances have been revised to reflect purchase
accounting measurement period adjustments.
|
|
(2) As part of the Company’s reorganization to qualify as a REIT for
federal income tax purposes, effective December 31, 2011, the
Company completed the merger with its predecessor, approved by the
Company’s stockholders in November 2011. At the time of the merger,
each share of Class A common stock of American Tower held in
treasury at December 31, 2011 ceased to be outstanding, and a
corresponding adjustment was recorded to additional paid‐in capital
and common stock.
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
Rental and management
|
$739,684
|
|
$640,883
|
|
$2,803,490
|
|
$2,386,185
|
|
|
Network development services
|
28,690
|
|
12,316
|
|
72,470
|
|
57,347
|
|
|
Total operating revenues
|
768,374
|
|
653,199
|
|
2,875,960
|
|
2,443,532
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
Costs of operations (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
|
|
Rental and management (including stock-based compensation expense of
$199, $252, $793 and $1,105, respectively)
|
180,561
|
|
157,818
|
|
686,681
|
|
590,272
|
|
|
Network development services (including stock-based compensation
expense $219, $314, $968 and $1,224, respectively)
|
13,645
|
|
7,800
|
|
35,798
|
|
30,684
|
|
|
Depreciation, amortization and accretion
|
178,488
|
|
143,615
|
|
644,276
|
|
555,517
|
|
|
Selling, general, administrative and development expense (including
stock-based compensation expense of $11,911, $10,686, $50,222, and
$45,108 respectively)
|
89,410
|
|
73,895
|
|
327,301
|
|
288,824
|
|
|
Other operating expenses
|
27,035
|
|
22,333
|
|
62,185
|
|
58,103
|
|
|
Total operating expenses
|
489,139
|
|
405,461
|
|
1,756,241
|
|
1,523,400
|
|
OPERATING INCOME
|
279,235
|
|
247,738
|
|
1,119,719
|
|
920,132
|
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
Interest income, TV Azteca, net
|
3,543
|
|
3,627
|
|
14,258
|
|
14,214
|
|
|
Interest income
|
1,427
|
|
541
|
|
7,680
|
|
7,378
|
|
|
Interest expense
|
(104,043)
|
|
(85,119)
|
|
(401,665)
|
|
(311,854)
|
|
|
Loss on retirement of long-term obligations
|
-
|
|
-
|
|
(398)
|
|
-
|
|
|
Other expense (including unrealized foreign currency losses of
$21,483, $29,548, $34,330 and $131,053, respectively)
|
(18,832)
|
|
(7,265)
|
|
(38,300)
|
|
(122,975)
|
|
|
Total other expense
|
(117,905)
|
|
(88,216)
|
|
(418,425)
|
|
(413,237)
|
|
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
|
|
|
|
|
|
|
|
|
|
INCOME ON EQUITY METHOD INVESTMENTS
|
161,330
|
|
159,522
|
|
701,294
|
|
506,895
|
|
|
Income tax provision
|
(43,187)
|
|
36,901
|
|
(107,304)
|
|
(125,080)
|
|
|
Income on equity method investments
|
10
|
|
11
|
|
35
|
|
25
|
|
NET INCOME
|
$118,153
|
|
$196,434
|
|
$594,025
|
|
$381,840
|
|
|
Net loss (income) attributable to noncontrolling interest
|
17,526
|
|
8,676
|
|
43,258
|
|
14,622
|
|
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION
|
$135,679
|
|
$205,110
|
|
$637,283
|
|
$396,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME PER COMMON SHARE AMOUNTS
|
|
|
|
|
|
|
|
|
|
Basic net income attributable to American Tower Corporation
|
$0.34
|
|
$0.52
|
|
$1.61
|
|
$1.00
|
|
|
Diluted net income attributable to American Tower Corporation
|
$0.34
|
|
$0.52
|
|
$1.60
|
|
$0.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
|
|
BASIC
|
395,195
|
|
393,347
|
|
394,772
|
|
395,711
|
|
|
DILUTED
|
399,625
|
|
397,724
|
|
399,287
|
|
400,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS DECLARED PER SHARE:
|
$0.24
|
|
$0.35
|
|
$0.90
|
|
$0.35
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
2012
|
|
2011
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
Net income
|
$594,025
|
|
$381,840
|
|
|
Adjustments to reconcile net income to cash provided by operating
activities:
|
|
|
|
|
|
Stock-based compensation expense
|
51,983
|
|
47,437
|
|
|
Depreciation, amortization and accretion
|
644,276
|
|
555,517
|
|
|
Other non-cash items reflected in statements of operations
|
130,517
|
|
243,648
|
|
|
Increase in net deferred rent asset
|
(130,512)
|
|
(113,042)
|
|
|
(Increase) decrease in restricted cash
|
(26,500)
|
|
11,867
|
|
|
Decrease (increase) in assets
|
40,961
|
|
(72,516)
|
|
|
Increase in liabilities
|
109,641
|
|
111,191
|
|
Cash provided by operating activities
|
1,414,391
|
|
1,165,942
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
Payments for purchase of property and equipment and construction
activities
|
(568,048)
|
|
(523,015)
|
|
|
Payments for acquisitions, net of cash acquired
|
(1,997,955)
|
|
(2,320,673)
|
|
|
Proceeds from sales of short-term investments, available-for-sale
securities and other
|
|
|
|
|
|
long-term assets
|
374,682
|
|
69,971
|
|
|
Payment for short-term investments
|
(352,306)
|
|
(42,590)
|
|
|
Deposits, restricted cash and other
|
(14,758)
|
|
25,495
|
|
Cash used in investing activities
|
(2,558,385)
|
|
(2,790,812)
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
(Repayments of) proceeds from short-term borrowings, net
|
(55,264)
|
|
128,121
|
|
|
Borrowings under credit facilities
|
2,582,000
|
|
1,005,014
|
|
|
Proceeds from issuance of senior notes
|
698,670
|
|
499,290
|
|
|
Proceeds from term loan credit facility
|
750,000
|
|
-
|
|
|
Proceeds from other long-term borrowings
|
177,299
|
|
212,783
|
|
|
Repayments of notes payable, credit facilities and capital leases
|
(2,658,566)
|
|
(395,384)
|
|
|
Contributions from noncontrolling interest holders, net
|
52,761
|
|
140,880
|
|
|
Purchases of common stock
|
(62,728)
|
|
(437,402)
|
|
|
Proceeds from stock options, warrants and stock purchase plan
|
55,441
|
|
85,642
|
|
|
Distributions
|
(355,574)
|
|
(137,765)
|
|
|
Deferred financing costs and other financing activities
|
(13,673)
|
|
(15,084)
|
|
Cash provided by financing activities
|
1,170,366
|
|
1,086,095
|
|
|
|
|
|
|
|
|
|
Net effect of changes in foreign currency exchange rates on cash and
cash equivalents
|
12,055
|
|
(14,997)
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
38,427
|
|
(553,772)
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
330,191
|
|
883,963
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$368,618
|
|
$330,191
|
|
|
|
|
|
|
|
CASH PAID FOR INCOME TAXES, NET
|
$69,277
|
|
$53,909
|
|
CASH PAID FOR INTEREST
|
$366,458
|
|
$274,234
|
|
UNAUDITED RESULTS FROM OPERATIONS, BY SEGMENT
|
|
(In thousands, except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended, December 31, 2012
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
|
|
Segment revenues
|
$499,865
|
|
$239,819
|
|
$739,684
|
|
$28,690
|
|
$768,374
|
|
Segment operating expenses(1)
|
84,367
|
|
95,995
|
|
180,362
|
|
13,426
|
|
193,788
|
|
Interest income, TV Azteca, net
|
-
|
|
3,543
|
|
3,543
|
|
-
|
|
3,543
|
|
Segment Gross Margin
|
415,498
|
|
147,367
|
|
562,865
|
|
15,264
|
|
578,129
|
|
Segment selling, general, administrative
|
|
|
|
|
|
|
|
|
|
|
|
and development expense(1)
|
25,025
|
|
27,146
|
|
52,171
|
|
2,334
|
|
54,505
|
|
Segment Operating Profit
|
$390,473
|
|
$120,221
|
|
$510,694
|
|
$12,930
|
|
$523,624
|
|
Segment Operating Profit Margin
|
78%
|
|
50%
|
|
69%
|
|
45%
|
|
68%
|
|
|
|
Three Months Ended, December 31, 2011
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
|
|
Segment revenues
|
$464,945
|
|
$175,938
|
|
$640,883
|
|
$12,316
|
|
$653,199
|
|
Segment operating expenses(1)
|
91,602
|
|
65,964
|
|
157,566
|
|
7,486
|
|
165,052
|
|
Interest income, TV Azteca, net
|
-
|
|
3,627
|
|
3,627
|
|
-
|
|
3,627
|
|
Segment Gross Margin
|
373,343
|
|
113,601
|
|
486,944
|
|
4,830
|
|
491,774
|
|
Segment selling, general, administrative
|
|
|
|
|
|
|
|
|
|
|
|
and development expense(1)
|
20,513
|
|
21,487
|
|
42,000
|
|
2,734
|
|
44,734
|
|
Segment Operating Profit
|
$352,830
|
|
$92,114
|
|
$444,944
|
|
$2,096
|
|
$447,040
|
|
Segment Operating Profit Margin
|
76%
|
|
52%
|
|
69%
|
|
17%
|
|
68%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended, December 31, 2012
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
|
|
Segment revenues
|
$1,940,689
|
|
$862,801
|
|
$2,803,490
|
|
$72,470
|
|
$2,875,960
|
|
Segment operating expenses(1)
|
357,555
|
|
328,333
|
|
685,888
|
|
34,830
|
|
720,718
|
|
Interest income, TV Azteca, net
|
-
|
|
14,258
|
|
14,258
|
|
-
|
|
14,258
|
|
Segment Gross Margin
|
1,583,134
|
|
548,726
|
|
2,131,860
|
|
37,640
|
|
2,169,500
|
|
Segment selling, general, administrative
|
|
|
|
|
|
|
|
|
|
|
|
and development expense(1)
|
85,663
|
|
95,579
|
|
181,242
|
|
6,744
|
|
187,986
|
|
Segment Operating Profit
|
$1,497,471
|
|
$453,147
|
|
$1,950,618
|
|
$30,896
|
|
$1,981,514
|
|
Segment Operating Profit Margin
|
77%
|
|
53%
|
|
70%
|
|
43%
|
|
69%
|
|
|
|
Twelve Months Ended, December 31, 2011
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
|
|
Segment revenues
|
$1,744,260
|
|
$641,925
|
|
$2,386,185
|
|
$57,347
|
|
$2,443,532
|
|
Segment operating expenses(1)
|
353,458
|
|
235,709
|
|
589,167
|
|
29,460
|
|
618,627
|
|
Interest income, TV Azteca, net
|
-
|
|
14,214
|
|
14,214
|
|
-
|
|
14,214
|
|
Segment Gross Margin
|
1,390,802
|
|
420,430
|
|
1,811,232
|
|
27,887
|
|
1,839,119
|
|
Segment selling, general, administrative
|
|
|
|
|
|
|
|
|
|
|
|
and development expense(1)
|
77,041
|
|
82,106
|
|
159,147
|
|
7,864
|
|
167,011
|
|
Segment Operating Profit
|
$1,313,761
|
|
$338,324
|
|
$1,652,085
|
|
$20,023
|
|
$1,672,108
|
|
Segment Operating Profit Margin
|
75%
|
|
53%
|
|
69%
|
|
35%
|
|
68%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes stock-based compensation expense.
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED SELECTED FINANCIAL INFORMATION
|
|
|
|
(In thousands, except where noted. Totals may not add due to
rounding.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Balance Sheet Detail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
Long-term obligations summary, including current portion
|
|
|
December 31, 2012
|
|
Pro Forma (1)
|
|
2011 Credit Facility
|
|
|
$265,000
|
|
$-
|
|
2012 Credit Facility
|
|
|
992,000
|
|
322,000
|
|
2012 Term Loan
|
|
|
750,000
|
|
750,000
|
|
4.625% Senior Notes due 2015
|
|
|
599,638
|
|
599,638
|
|
7.000% Senior Notes due 2017
|
|
|
500,000
|
|
500,000
|
|
4.500% Senior Notes due 2018
|
|
|
999,414
|
|
999,414
|
|
7.250% Senior Notes due 2019
|
|
|
296,272
|
|
296,272
|
|
5.050% Senior Notes due 2020
|
|
|
699,333
|
|
699,333
|
|
5.900% Senior Notes due 2021
|
|
|
499,356
|
|
499,356
|
|
4.700% Senior Notes due 2022
|
|
|
698,760
|
|
698,760
|
|
3.500% Senior Notes due 2023
|
|
|
-
|
|
991,850
|
|
Total Unsecured at American Tower Corporation
|
|
|
$6,299,773
|
|
$6,356,624
|
|
Commercial Mortgage Pass-Through Certificates, Series 2007-1
|
|
|
1,750,000
|
|
1,750,000
|
|
Unison Notes (2)
|
|
|
207,188
|
|
207,188
|
|
South African Facility (3)
|
|
|
98,456
|
|
98,456
|
|
Colombian long-term credit facility (3)
|
|
|
76,347
|
|
76,347
|
|
Colombian bridge loans (3)
|
|
|
53,169
|
|
53,169
|
|
Shareholder loans (4)
|
|
|
211,150
|
|
211,150
|
|
Capital leases
|
|
|
57,293
|
|
57,293
|
|
Total Secured or Subsidiary Debt
|
|
|
$2,453,603
|
|
$2,453,603
|
|
Total debt
|
|
|
$8,753,376
|
|
$8,810,227
|
|
Cash and cash equivalents
|
|
|
368,618
|
|
|
|
Net debt (total debt less cash and cash equivalents)
|
|
|
$8,384,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Pro Forma as of February 26, 2013 for: (a) the registered public
offering of $1.0 billion aggregate principal amount of senior
unsecured notes and associated repayment of certain indebtedness
under the 2011 and 2012 Credit Facilities; and (b) the aggregate
borrowing of an additional $49 million under the 2012 Credit
Facility.
|
|
(2)
|
The Unison Notes are secured debt and were assumed as a result of
the acquisition of certain legal entities holding a portfolio of
property interests from Unison Holdings LLC and Unison Site
Management II, L.L.C.
|
|
(3)
|
Denominated in local currency.
|
|
(4)
|
Denominated in USD, reflects balances attributable to minority
shareholder loans in the Company’s joint ventures in Colombia, Ghana
and Uganda.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Calculation of Net Leverage Ratio ($ in thousands)
|
|
|
|
December 31, 2012
|
|
Total debt
|
$8,753,376
|
|
Cash and cash equivalents
|
368,618
|
|
Numerator: net debt (total debt less cash and cash equivalents)
|
$8,384,758
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
$500,630
|
|
Denominator: annualized Adjusted EBITDA
|
2,002,520
|
|
Net leverage ratio
|
4.2x
|
|
UNAUDITED SELECTED FINANCIAL INFORMATION
|
|
|
|
|
|
(In thousands, except where noted. Totals may not add due to
rounding.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
Share count rollforward: (in millions of shares)
|
|
|
|
December 31,2012
|
|
December 31,2012
|
|
Total common shares, beginning of period
|
|
395.4
|
|
393.6
|
|
Common shares repurchased
|
|
(0.6)
|
|
(0.9)
|
|
Common shares issued
|
|
0.3
|
|
2.3
|
|
|
Total common shares outstanding, end of period (1)
|
|
395.1
|
|
395.1
|
|
(1)
|
As of December 31, 2012, excludes (a) 3.2 million potentially
dilutive shares associated with vested and exercisable stock options
with an average exercise price of $37.07 per share, (b) 2.7 million
potentially dilutive shares associated with unvested stock options,
and (c) 1.9 million potentially dilutive shares associated with
unvested restricted stock units.
|
|
Total rental and management straight-line revenue and expense:
|
|
|
|
In accordance with GAAP, the Company recognizes consolidated rental
and management revenue and expense related to non-cancellable
customer and ground lease agreements with fixed escalations on a
straight-line basis, over the applicable lease term. As a result,
the Company’s revenue recognized may differ materially from the
amount of cash collected per tenant lease, and the Company’s expense
incurred may differ materially from the amount of cash paid per
ground lease. Additional information regarding straight-line
accounting can be found in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2011 in the section entitled
"Revenue Recognition," in note 1, "Business and Summary of
Significant Accounting Policies" within the notes to the
consolidated financial statements. A summary of total rental and
management straight-line revenue and expense, which represents the
non-cash revenue and expense recorded due to straight-line
recognition, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Total rental and management operations straight-line revenue
|
|
$47,260
|
|
$50,994
|
|
$165,806
|
|
$143,994
|
|
Total rental and management operations straight-line expense
|
|
$7,553
|
|
$7,827
|
|
$33,700
|
|
$30,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
Selling, general, administrative and development expense breakout:
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Total rental and management overhead
|
|
$52,171
|
|
$42,000
|
|
$181,242
|
|
$159,147
|
|
Network development services segment overhead
|
|
2,334
|
|
2,734
|
|
6,744
|
|
7,864
|
|
Corporate and development expenses
|
|
22,994
|
|
18,475
|
|
89,093
|
|
76,705
|
|
Stock-based compensation expense
|
|
11,911
|
|
10,686
|
|
50,222
|
|
45,108
|
|
Total
|
|
$89,410
|
|
$73,895
|
|
$327,301
|
|
$288,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
International pass-through revenue detail:
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Pass-through revenue
|
|
$67,933
|
|
$49,388
|
|
$229,105
|
|
$176,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED CASH FLOW DETAIL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
Payments for purchase of property and equipment and construction
activities:
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Discretionary - capital projects
|
|
$86,850
|
|
$74,996
|
|
$279,015
|
|
$296,906
|
|
Discretionary - ground lease purchases
|
|
33,887
|
|
11,012
|
|
82,349
|
|
91,292
|
|
Redevelopment
|
|
27,954
|
|
18,020
|
|
86,656
|
|
55,301
|
|
Capital improvements (1)
|
|
36,477
|
|
16,714
|
|
99,981
|
|
60,829
|
|
Corporate
|
|
5,853
|
|
5,184
|
|
20,047
|
|
18,687
|
|
Total
|
|
$191,021
|
|
$125,926
|
|
$568,048
|
|
$523,015
|
|
____
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes new market start-up capital expenditures of: (a)
approximately $5.6 million during the three months ended December
31, 2012; and (b) approximately $24.5 million during the twelve
months ended December 31, 2012.
|
|
|
|
|
|
UNAUDITED SELECTED FINANCIAL INFORMATION
|
|
|
|
(Totals may not add due to rounding.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED STATEMENT OF OPERATIONS DETAIL:
|
|
|
|
|
|
|
|
|
|
The following table reflects the estimated impact of foreign
currency exchange rate fluctuations, straight-line revenue and
expense recognition and material one-time items on total rental and
management revenue, Adjusted EBITDA and AFFO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of Core Growth is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Rental and
Management
Revenue
|
|
Adjusted EBITDA
|
|
AFFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2012
|
|
|
|
|
Core Growth
|
|
19.3%
|
|
19.6%
|
|
11.6%
|
|
Estimated impact of fluctuations in foreign currency exchange rates
|
|
(1.8)%
|
|
(1.4)%
|
|
(1.4)%
|
|
Impact of straight-line revenue recognition
|
|
(2.0)%
|
|
(2.8)%
|
|
-
|
|
Impact of material one-time items
|
|
-
|
|
1.4%
|
|
(5.6)%
|
|
|
Reported growth
|
|
15.4%
|
|
16.8%
|
|
4.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Rental and Management
Revenue
|
|
Adjusted EBITDA
|
|
AFFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2012
|
|
|
|
|
Core Growth
|
|
21.1%
|
|
21.3%
|
|
18.8%
|
|
Estimated impact of fluctuations in foreign currency exchange rates
|
|
(3.8)%
|
|
(3.1)%
|
|
(3.8)%
|
|
Impact of straight-line revenue recognition
|
|
(0.2)%
|
|
(0.1)%
|
|
-
|
|
Impact of material one-time items
|
|
0.5%
|
|
0.6%
|
|
(1.4)%
|
|
|
Reported growth
|
|
17.5%
|
|
18.6%
|
|
13.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED PORTFOLIO DETAIL - OWNED SITES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tower Count(1):
|
|
As of
|
|
|
|
|
|
|
|
As of
|
|
|
|
|
|
|
September 30, 2012
|
|
Constructed
|
|
Acquired
|
|
Adjustments
|
|
December 31, 2012
|
|
United States(2)
|
|
21,668
|
|
87
|
|
627
|
|
152
|
|
22,534
|
|
Brazil
|
|
4,311
|
|
28
|
|
-
|
|
6
|
|
4,345
|
|
Chile
|
|
1,180
|
|
1
|
|
-
|
|
-
|
|
1,181
|
|
Colombia
|
|
2,847
|
|
58
|
|
42
|
|
57
|
|
3,004
|
|
Germany
|
|
-
|
|
-
|
|
2,031
|
|
-
|
|
2,031
|
|
Ghana
|
|
1,908
|
|
18
|
|
-
|
|
-
|
|
1,926
|
|
India
|
|
10,116
|
|
287
|
|
-
|
|
(25)
|
|
10,378
|
|
Mexico(3)
|
|
5,562
|
|
26
|
|
190
|
|
(1)
|
|
5,777
|
|
Peru
|
|
475
|
|
-
|
|
-
|
|
25
|
|
500
|
|
South Africa
|
|
1,601
|
|
2
|
|
-
|
|
1
|
|
1,604
|
|
Uganda
|
|
1,031
|
|
12
|
|
-
|
|
-
|
|
1,043
|
|
___
|
Total
|
|
50,699
|
|
519
|
|
2,890
|
|
215
|
|
54,323
|
|
(1)
|
Excludes in-building and outdoor distributed antenna system networks.
|
|
(2)
|
Includes 274 broadcast towers.
|
|
(3)
|
Includes 199 broadcast towers.
|
|
UNAUDITED RECONCILIATIONS TO GAAP MEASURES AND THE CALCULATION
OF DEFINED FINANCIAL MEASURES
|
|
(In thousands, except percentages. Totals may not add due to
rounding.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation of net income to Adjusted EBITDA and the
calculation of Adjusted EBITDA Margin are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Net income
|
$118,153
|
|
$196,434
|
|
$594,025
|
|
$381,840
|
|
|
Income from equity method investments
|
(10)
|
|
(11)
|
|
(35)
|
|
(25)
|
|
|
Income tax provision (benefit)
|
43,187
|
|
(36,901)
|
|
107,304
|
|
125,080
|
|
|
Other expense
|
18,832
|
|
7,265
|
|
38,300
|
|
122,975
|
|
|
Loss on retirement of long-term obligations
|
-
|
|
-
|
|
398
|
|
-
|
|
|
Interest expense
|
104,043
|
|
85,119
|
|
401,665
|
|
311,854
|
|
|
Interest income
|
(1,427)
|
|
(541)
|
|
(7,680)
|
|
(7,378)
|
|
|
Other operating expenses
|
27,035
|
|
22,333
|
|
62,185
|
|
58,103
|
|
|
Depreciation, amortization and accretion
|
178,488
|
|
143,615
|
|
644,276
|
|
555,517
|
|
|
Stock-based compensation expense
|
12,329
|
|
11,252
|
|
51,983
|
|
47,437
|
|
Adjusted EBITDA
|
$500,630
|
|
$428,565
|
|
$1,892,421
|
|
$1,595,403
|
|
Divided by total revenue
|
768,374
|
|
653,199
|
|
2,875,960
|
|
2,443,532
|
|
|
Adjusted EBITDA Margin
|
65%
|
|
66%
|
|
66%
|
|
65%
|
|
UNAUDITED REIT MEASURES AND RECONCILIATIONS TO GAAP MEASURES
|
|
|
|
|
|
(In thousands, except per share data. Totals may not add due to
rounding.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation of net income to Funds From Operations and the
calculation of Adjusted Funds From Operations and Adjusted Funds
From Operations per Share are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Net Income
|
|
$118,153
|
|
$196,434
|
|
$594,025
|
|
$381,840
|
|
|
Adjustment for pro forma income tax provision (benefit) (1)
|
|
-
|
|
(40,570)
|
|
-
|
|
82,908
|
|
|
|
Pro forma net income
|
|
118,153
|
|
155,864
|
|
594,025
|
|
464,748
|
|
|
Real estate related depreciation, amortization and accretion
|
|
154,329
|
|
124,977
|
|
562,298
|
|
481,926
|
|
Funds From Operations
|
|
272,482
|
|
280,841
|
|
1,156,323
|
|
946,674
|
|
|
Straight-line revenue
|
|
(47,260)
|
|
(50,994)
|
|
(165,806)
|
|
(143,994)
|
|
|
Straight-line expense
|
|
7,553
|
|
7,827
|
|
33,700
|
|
30,952
|
|
|
Stock-based compensation expense
|
|
12,329
|
|
11,252
|
|
51,983
|
|
47,437
|
|
|
Non-cash portion of tax provision
|
|
2,375
|
|
(1,432)
|
|
38,027
|
|
(11,737)
|
|
|
Non-real estate related depreciation, amortization and accretion
|
|
24,159
|
|
18,638
|
|
81,978
|
|
73,591
|
|
|
Amortization of deferred financing costs, capitalized interest and
debt discounts and premiums (2)
|
|
14,492
|
|
2,742
|
|
21,008
|
|
11,021
|
|
|
Other expense (3)
|
|
18,832
|
|
7,265
|
|
38,300
|
|
122,975
|
|
|
Loss on retirement of long-term obligations
|
|
-
|
|
-
|
|
398
|
|
-
|
|
|
Other operating expense (4)
|
|
27,035
|
|
22,333
|
|
62,185
|
|
58,103
|
|
|
Capital improvement capital expenditures
|
|
(36,477)
|
|
(16,714)
|
|
(99,981)
|
|
(60,829)
|
|
|
Corporate capital expenditures
|
|
(5,853)
|
|
(5,184)
|
|
(20,047)
|
|
(18,687)
|
|
Adjusted Funds From Operations
|
|
$289,667
|
|
$276,574
|
|
$1,198,068
|
|
$1,055,505
|
|
|
Divided by weighted average diluted shares outstanding
|
|
399,625
|
|
397,724
|
|
399,287
|
|
400,195
|
|
Adjusted Funds From Operations per Share
|
|
$0.72
|
|
$0.70
|
|
$3.00
|
|
$2.64
|
|
___
|
|
|
|
|
|
|
|
|
|
(1)
|
Adjustment for three and twelve months ended December 31, 2011
assumes the REIT election occurred effective as of January 1, 2011,
and that as a result, income taxes would no longer be payable on
certain of the Company’s activities. As a result, on a pro forma
basis, income tax expense is lower by the amount of the adjustment.
For more information, see Note (B) to Unaudited Pro Forma
Consolidated Financial Statements in the Company’s Definitive Proxy
Statement, filed with the SEC on October 11, 2011. The pro forma
adjustment set forth in this footnote has been made solely for the
purpose of this pro forma information. This information is not
necessarily indicative of the financial position or operating
results that would have been achieved had the REIT election been
effective as of January 1, 2011, nor is it necessarily indicative of
future financial position or operating results. It also does not
reflect one-time transaction costs related to the REIT election and
the potential immaterial effect of lower cash balances these
transactions have on interest income, higher borrowing costs or
foregone investment opportunities.
|
|
(2)
|
Reflects accrued non-cash interest expense attributable to
joint-venture loans.
|
|
(3)
|
Primarily includes unrealized (gain) loss on foreign currency
exchange rate fluctuations.
|
|
(4)
|
Primarily includes impairments and transaction related costs.
|
