American Tower Corporation (NYSE: AMT) today reported financial results
for the quarter ended June 30, 2013.
Jim Taiclet, American Tower’s Chief Executive Officer stated, “During
the second quarter of 2013, our Core results significantly outperformed
our internal expectations as demand for tower space drove robust leasing
activity across our global portfolio. The combination of our extensive,
high quality asset base and long-term master lease agreements with
leading mobile operators resulted in strong growth in each of our key
operating metrics.
"We expect the favorable leasing trends we have seen so far this year to
continue generating solid Core performance, offsetting potential
headwinds from the translation of foreign currency exchange rates. As a
result, we are reaffirming our full year outlook for total rental and
management revenue and raising our full year outlook for Adjusted EBITDA
by $5 million and AFFO by $10 million.”
SECOND QUARTER 2013 OPERATING RESULTS OVERVIEW
American Tower generated the following operating results for the quarter
ended June 30, 2013 (unless otherwise indicated, all comparative
information is presented against the quarter ended June 30, 2012).
Total revenue increased 15.9% to $808.8 million and total rental and
management revenue increased 15.7% to $789.2 million. Total rental and
management revenue Core Growth was approximately 18.1%. Please refer to
the selected statement of operations detail on page 13, which highlights
the items affecting all Core Growth percentages for the quarter ended
June 30, 2013.
Total rental and management Gross Margin increased 14.2% to $594.8
million. Total selling, general, administrative and development expense
was $99.8 million, including $16.6 million of stock-based compensation
expense. Adjusted EBITDA increased 12.5% to $524.0 million, Core Growth
in Adjusted EBITDA was 14.7%, and Adjusted EBITDA Margin was 65%.
As previously disclosed, during the second quarter of 2012, the
Company's results were positively impacted by the reversal of
approximately $4.9 million of revenue reserves and approximately $3.8
million of bad debt expense reserves, attributable to one of the
Company's tenants in Mexico.
Adjusted Funds From Operations (AFFO) increased 19.5% to $366.2 million,
which includes the receipt of a one-time income tax refund during the
quarter ended June 30, 2013 of $4.5 million in one of the Company’s
international markets. AFFO per Share increased 19.5% to $0.92, and Core
Growth in AFFO was approximately 18.2%.
Operating income increased 15.6% to $312.8 million, and net income
attributable to American Tower Corporation increased 107.1% to $99.8
million. Net income attributable to American Tower Corporation per both
basic and diluted common share increased 108.3% to $0.25.
Cash provided by operating activities increased 8.2% to $390.5 million.
Segment Results
Domestic Rental and Management Segment – Domestic
rental and management segment revenue increased 10.1% to $521.0 million,
which represented 64% of total revenues, and domestic rental and
management segment Gross Margin increased 10.5% to $425.8 million.
Domestic rental and management segment Operating Profit increased 10.3%
to $401.6 million, and domestic rental and management segment Operating
Profit Margin was 77%.
International Rental and Management Segment –
International rental and management segment revenue increased 28.4% to
$268.2 million, which represented 33% of total revenues. International
rental and management segment Gross Margin increased 24.5% to $169.0
million, while international rental and management segment Operating
Profit increased 17.5% to $136.5 million. International rental and
management segment Operating Profit Margin was 51% (69%, excluding the
impact of $71.3 million of pass-through revenues).
Network Development Services Segment – Network
development services segment revenue was $19.6 million, which
represented 3% of total revenues. Network development services segment
Gross Margin was $12.3 million, and network development services segment
Operating Profit was $10.0 million. Network development services segment
Operating Profit Margin was 51%.
FIRST HALF 2013 OPERATING RESULTS OVERVIEW
American Tower generated the following operating results for the six
months ended June 30, 2013 (unless otherwise indicated, all comparative
information is presented against the six months ended June 30, 2012).
Total revenue increased 15.6% to $1,611.6 million and total rental and
management revenue increased 14.7% to $1,566.6 million. Total rental and
management revenue Core Growth was approximately 19.2%. Please refer to
the selected statement of operations detail on page 13, which highlights
the items affecting all Core Growth percentages for the six months ended
June 30, 2013.
Total rental and management Gross Margin increased 13.4% to $1,184.8
million. Total selling, general, administrative and development expense
was $201.0 million, including $37.3 million of stock-based compensation
expense. Adjusted EBITDA increased 12.9% to $1,048.4 million, Core
Growth in Adjusted EBITDA was 17.1%, and the Adjusted EBITDA Margin was
65%.
AFFO increased 14.6% to $724.0 million, AFFO per Share increased 14.6%
to $1.81, and Core Growth in AFFO was approximately 19.6%.
Operating income increased 12.4% to $612.5 million, while net income
attributable to American Tower Corporation increased 0.6% to $271.2
million. Net income attributable to American Tower Corporation per basic
common share increased 1.5% to $0.69, and net income attributable to
American Tower Corporation per diluted common share remained at $0.68.
Cash provided by operating activities increased 2.8% to $784.5 million.
Segment Results
Domestic Rental and Management Segment – Domestic
rental and management segment revenue increased 7.9% to $1,036.7
million, which represented 64% of total revenues. Domestic rental and
management segment Gross Margin increased 9.0% to $849.7 million, while
domestic rental and management segment Operating Profit increased 8.6%
to $802.5 million. Domestic rental and management segment Operating
Profit Margin was 77%.
International Rental and Management Segment –
International rental and management segment revenue increased 30.6% to
$529.9 million, which represented 33% of total revenues. International
rental and management segment Gross Margin increased 26.1% to $335.1
million, while international rental and management segment Operating
Profit increased 22.8% to $273.0 million. International rental and
management segment Operating Profit Margin was 52% (70%, excluding the
impact of $140.9 million of pass-through revenues).
Network Development Services Segment – Network
development services segment revenue was $44.9 million, which
represented 3% of total revenues. Network development services segment
Gross Margin was $27.3 million, and network development services segment
Operating Profit was $22.1 million. Network development services segment
Operating Profit Margin was 49%.
Please refer to “Non-GAAP and Defined Financial Measures” on pages 5 and
6 for definitions of Gross Margin, Operating Profit, Operating Profit
Margin, Adjusted EBITDA, Adjusted EBITDA Margin, NAREIT 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 11
through 14.
INVESTING OVERVIEW
Distributions – On July 16, 2013, the Company paid its
second quarter distribution of $0.27 per share, or a total of
approximately $106.7 million, to stockholders of record at the close of
business on June 17, 2013.
During the first half of 2013, the Company declared an aggregate of
$0.53 per share in distributions, or a total of approximately $209.5
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
second quarter of 2013, total capital expenditures of $156.7 million
included $72.9 million for discretionary capital projects, including
spending to complete the construction of 96 towers and the installation
of 3 distributed antenna system networks and 224 shared generators
domestically and the construction of 303 towers and the installation of
17 distributed antenna system networks internationally; $17.1 million to
purchase land under the Company’s communications sites; $7.8 million for
start-up capital projects in recently launched markets; $23.4 million
for the redevelopment of existing communications sites to accommodate
new tenant equipment; and $35.6 million for capital improvements and
corporate capital expenditures.
During the first half of 2013, total capital expenditures of $280.6
million included $130.1 million for discretionary capital projects,
including spending to complete the construction of 144 towers and the
installation of 6 distributed antenna system networks and 348 shared
generators domestically and the construction of 696 towers and the
installation of 25 distributed antenna system networks internationally;
$31.9 million to purchase land under the Company’s communications sites;
$14.5 million for start-up capital projects in recently launched
markets; $45.1 million for the redevelopment of existing communications
sites to accommodate new tenant equipment; and $59.0 million for capital
improvements and corporate capital expenditures.
Cash Paid for Acquisitions – During the second
quarter of 2013, the Company spent $66.1 million for the purchase of 34
domestic towers and 119 international towers. The international towers
consisted of those acquired pursuant to previously announced agreements,
including 93 towers in Brazil and 26 towers in Colombia.
During the first half of 2013, the Company spent $311.2 million for the
purchase of 36 domestic towers and 1,017 international towers.
Stock Repurchase Program – During the second quarter of
2013, the Company repurchased a total of approximately 0.8 million
shares of its common stock for approximately $62.1 million pursuant to
its stock repurchase program. Between July 1, 2013 and July 19, 2013,
the Company repurchased an additional approximately 0.2 million shares
of its common stock for an aggregate of approximately $18.2 million.
During the first half of 2013, the Company repurchased a total of
approximately 1.0 million shares of its common stock for approximately
$74.6 million pursuant to its stock repurchase program.
FINANCING OVERVIEW
Leverage – For the quarter ended June 30, 2013, the
Company’s net leverage ratio was approximately 4.0x net debt (total debt
less cash and cash equivalents) to second quarter 2013 annualized
Adjusted EBITDA.
Liquidity – As of June 30, 2013, the Company had
approximately $2.6 billion of total liquidity, comprised of
approximately $448.4 million in cash and cash equivalents, plus the
ability to borrow an aggregate of approximately $2.2 billion under its
two revolving credit facilities, net of any outstanding letters of
credit.
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 July 31, 2013. 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.
As reflected in the table below, the Company has reaffirmed the midpoint
of its full year 2013 outlook for total rental and management revenue
and increased the midpoint of its full year 2013 outlook for Adjusted
EBITDA by $5 million and AFFO by $10 million.
The Company's outlook is based on the following average foreign currency
exchange rates to 1.00 U.S. Dollar for the second half of 2013: (a) 2.20
Brazilian Reais; (b) 500.00 Chilean Pesos; (c) 1,900.00 Colombian Pesos;
(d) 0.78 Euros; (e) 2.05 Ghanaian Cedi; (f) 59.00 Indian Rupees;
(g) 12.60 Mexican Pesos; (h) 2.70 Peruvian Soles; (i) 10.00 South
African Rand; and (j) 2,600.00 Ugandan Schillings.
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($ in millions)
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Full Year 2013
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Midpoint
Growth
|
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Midpoint Core
Growth
|
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Total rental and management revenue
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$
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3,160
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to
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$
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3,210
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13.6
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%
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17.8
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%
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Adjusted EBITDA(1) |
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$
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2,085
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to
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$
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2,135
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|
|
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11.5
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%
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16.0
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%
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Adjusted Funds From Operations(1) |
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$
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1,430
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to
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$
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1,480
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|
|
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19.0
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%
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|
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21.3
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%
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Net Income
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$
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655
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to
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$
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695
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13.6
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%
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N/A
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(1) See “Non-GAAP and Defined Financial Measures” below.
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The Company’s outlook for total rental and management revenue reflects
the following at the midpoint: (1) domestic rental and management
segment revenue of $2,100 million; and (2) international rental and
management segment revenue of $1,085 million, which includes
approximately $292 million of pass-through revenue.
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The calculation of midpoint Core Growth is as follows:
(Totals
may not add due to rounding.)
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Total Rental and
Management
Revenue
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Adjusted
EBITDA
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AFFO
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Outlook midpoint Core Growth
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17.8
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%
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16.0
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%
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21.3
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%
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Estimated impact of fluctuations in foreign currency exchange rates
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(1.6
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)%
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(1.1
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)%
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(1.3
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)%
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Impact of straight-line revenue and expense recognition
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(1.9
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)%
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(2.4
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)%
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—
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Impact of significant one-time items
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(0.7
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)%
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(1.0
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)%
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(0.8
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)%
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Outlook midpoint growth
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13.6
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%
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11.5
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%
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19.0
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%
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Outlook for Capital Expenditures:
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($ in millions)
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(Totals may not add due to rounding.)
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Full Year 2013
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Discretionary capital projects(1) |
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$
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210
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to
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$
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270
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Ground lease purchases
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85
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to
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105
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Start-up capital projects
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20
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—
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20
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Redevelopment
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95
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to
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105
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Capital improvement(2) |
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85
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to
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95
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Corporate
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30
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—
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30
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Total
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$
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525
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to
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$
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625
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(1) Includes the construction of approximately 1,750 to 2,250 new
communications sites.
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(2) Includes spending related to a lighting system upgrade in the
U.S. of approximately $15 million.
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Reconciliations of Outlook for Net Income to Adjusted EBITDA:
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($ in millions)
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(Totals may not add due to rounding.)
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Full Year 2013
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Net income
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$
|
655
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to
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$
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695
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Interest expense
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420
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to
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410
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Depreciation, amortization and accretion
|
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755
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to
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735
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Income tax provision
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35
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to
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50
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Stock-based compensation expense
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65
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to
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70
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Other, including other operating expenses, interest income, loss on
retirement of long-term obligations, (income) loss on equity method
investments and other (income) expense
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155
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to
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175
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Adjusted EBITDA
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$
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2,085
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to
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$
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2,135
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|
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|
|
|
|
|
|
Reconciliations of Outlook for Net Income to Adjusted Funds From
Operations:
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($ in millions)
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|
(Totals may not add due to rounding.)
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|
Full Year 2013
|
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Net income
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$
|
655
|
|
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to
|
|
$
|
695
|
|
|
Straight-line revenue
|
|
(139
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)
|
|
—
|
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(139
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)
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Straight-line expense
|
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32
|
|
|
—
|
|
32
|
|
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Depreciation, amortization and accretion
|
|
755
|
|
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to
|
|
735
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Stock-based compensation expense
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|
65
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|
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to
|
|
70
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Non-cash portion of tax provision
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|
(16
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)
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to
|
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(1
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)
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Other, including other operating expenses, interest expense,
amortization of deferred financing costs, capitalized interest, debt
discounts and premiums, loss on retirement of long-term obligations,
other (income) expense and non-cash interest related to joint
venture shareholder loans
|
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193
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to
|
|
213
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Capital improvement capital expenditures
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(85
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)
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to
|
|
(95
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)
|
|
Corporate capital expenditures
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|
(30
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)
|
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—
|
|
(30
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)
|
|
Adjusted Funds From Operations
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$
|
1,430
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|
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to
|
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$
|
1,480
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Conference Call Information
American Tower will host a conference call today at 8:30 a.m. ET to
discuss its financial results for the second quarter and six months
ended June 30, 2013 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: 17956884
When available, a replay of the call can be accessed until 11:59 p.m. ET
on August 14, 2013. The replay dial-in numbers are as follows:
U.S./Canada dial-in: (855) 859-2056
International dial-in: (404)
537-3406
Passcode: 17956884
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 56,000 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, NAREIT
Funds From Operations, Adjusted Funds From Operations, Adjusted Funds
From Operations per Share, Core Growth and Net Leverage Ratio. The
Company uses Funds From Operations as defined by the National
Association of Real Estate Investment Trusts (NAREIT), referred to
herein as NAREIT Funds From Operations.
The Company defines Gross Margin as revenues less operating expenses,
excluding stock-based compensation expense recorded in costs of
operations, depreciation, amortization and accretion, selling, general,
administrative and development expense, and other operating expenses.
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 and income taxes. 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) on 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 income
(expense), 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.
NAREIT Funds From Operations is defined as net income before gains or
losses from the sale or disposal of real estate, real estate related
impairment charges and real estate related depreciation, amortization
and accretion, and including adjustments for (i) unconsolidated
affiliates and (ii) noncontrolling interest. The Company defines
Adjusted Funds From Operations as NAREIT Funds From Operations before
(i) straight-line revenue and expense, (ii) stock-based compensation
expense, (iii) the non-cash portion of our tax provision, (iv) non-real
estate related depreciation, amortization and accretion, (v)
amortization of deferred financing costs, capitalized interest and debt
discounts and premiums, (vi) other income (expense), (vii) loss on
retirement of long-term obligations, (viii) other operating income
(expense); and adjustments for (ix) unconsolidated affiliates and (x)
noncontrolling interest, 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. 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, NAREIT 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 elect not 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 agreement 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 quarter ended March 31, 2013. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2013
|
|
|
December 31, 2012(1) |
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
448,447
|
|
|
|
$
|
368,618
|
|
|
Restricted cash
|
|
|
97,277
|
|
|
|
69,316
|
|
|
Short-term investments
|
|
|
14,257
|
|
|
|
6,018
|
|
|
Accounts receivable, net
|
|
|
130,861
|
|
|
|
143,772
|
|
|
Prepaid and other current assets
|
|
|
232,436
|
|
|
|
222,895
|
|
|
Deferred income taxes
|
|
|
22,773
|
|
|
|
25,754
|
|
|
Total current assets
|
|
|
946,051
|
|
|
|
836,373
|
|
|
Property and equipment, net
|
|
|
5,811,081
|
|
|
|
5,766,254
|
|
|
Goodwill
|
|
|
2,832,392
|
|
|
|
2,850,573
|
|
|
Other intangible assets, net
|
|
|
3,214,383
|
|
|
|
3,197,640
|
|
|
Deferred income taxes
|
|
|
216,463
|
|
|
|
209,589
|
|
|
Deferred rent asset
|
|
|
842,093
|
|
|
|
776,201
|
|
|
Notes receivable and other non-current assets
|
|
|
476,931
|
|
|
|
452,788
|
|
|
TOTAL
|
|
|
$
|
14,339,394
|
|
|
|
$
|
14,089,418
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
91,021
|
|
|
|
$
|
89,578
|
|
|
Accrued expenses
|
|
|
293,605
|
|
|
|
286,962
|
|
|
Distributions payable
|
|
|
107,053
|
|
|
|
189
|
|
|
Accrued interest
|
|
|
89,701
|
|
|
|
71,271
|
|
|
Current portion of long-term obligations
|
|
|
57,350
|
|
|
|
60,031
|
|
|
Unearned revenue
|
|
|
142,310
|
|
|
|
124,147
|
|
|
Total current liabilities
|
|
|
781,040
|
|
|
|
632,178
|
|
|
Long-term obligations
|
|
|
8,798,604
|
|
|
|
8,693,345
|
|
|
Asset retirement obligations
|
|
|
451,549
|
|
|
|
435,613
|
|
|
Other non-current liabilities
|
|
|
688,334
|
|
|
|
644,101
|
|
|
Total liabilities
|
|
|
10,719,527
|
|
|
|
10,405,237
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
|
|
Common stock
|
|
|
3,969
|
|
|
|
3,959
|
|
|
Additional paid-in capital
|
|
|
5,061,814
|
|
|
|
5,012,124
|
|
|
Distributions in excess of earnings
|
|
|
(1,135,851
|
)
|
|
|
(1,196,907
|
)
|
|
Accumulated other comprehensive loss
|
|
|
(274,256
|
)
|
|
|
(183,347
|
)
|
|
Treasury stock
|
|
|
(137,353
|
)
|
|
|
(62,728
|
)
|
|
Total American Tower Corporation equity
|
|
|
3,518,323
|
|
|
|
3,573,101
|
|
|
Noncontrolling interest
|
|
|
101,544
|
|
|
|
111,080
|
|
|
Total equity
|
|
|
3,619,867
|
|
|
|
3,684,181
|
|
|
TOTAL
|
|
|
$
|
14,339,394
|
|
|
|
$
|
14,089,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) December 31, 2012 balances have been revised to reflect
purchase accounting measurement period adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
2013
|
|
|
2012
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and management
|
|
$
|
789,199
|
|
|
|
$
|
682,262
|
|
|
|
|
$
|
1,566,632
|
|
|
|
$
|
1,366,252
|
|
|
Network development services
|
|
19,631
|
|
|
|
15,472
|
|
|
|
|
44,926
|
|
|
|
27,999
|
|
|
Total operating revenues
|
|
808,830
|
|
|
|
697,734
|
|
|
|
|
1,611,558
|
|
|
|
1,394,251
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of operations (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and management (including stock-based compensation expense of
$257, $202, $503 and $399, respectively)
|
|
198,217
|
|
|
|
165,060
|
|
|
|
|
389,512
|
|
|
|
328,784
|
|
|
Network development services (including stock-based compensation
expense of $149, $240, $341 and $504, respectively)
|
|
7,492
|
|
|
|
7,324
|
|
|
|
|
17,963
|
|
|
|
14,585
|
|
|
Depreciation, amortization and accretion
|
|
184,608
|
|
|
|
172,072
|
|
|
|
|
370,412
|
|
|
|
321,727
|
|
|
Selling, general, administrative and development expense (including
stock-based compensation expense of $16,649, $13,109, $37,253 and
$25,693, respectively)
|
|
99,803
|
|
|
|
76,848
|
|
|
|
|
200,956
|
|
|
|
156,432
|
|
|
Other operating expenses
|
|
5,898
|
|
|
|
5,944
|
|
|
|
|
20,217
|
|
|
|
27,791
|
|
|
Total operating expenses
|
|
496,018
|
|
|
|
427,248
|
|
|
|
|
999,060
|
|
|
|
849,319
|
|
|
OPERATING INCOME
|
|
312,812
|
|
|
|
270,486
|
|
|
|
|
612,498
|
|
|
|
544,932
|
|
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, TV Azteca, net
|
|
3,586
|
|
|
|
3,586
|
|
|
|
|
7,129
|
|
|
|
7,129
|
|
|
Interest income
|
|
1,412
|
|
|
|
2,283
|
|
|
|
|
3,126
|
|
|
|
4,536
|
|
|
Interest expense
|
|
(100,815
|
)
|
|
|
(100,233
|
)
|
|
|
|
(212,581
|
)
|
|
|
(195,350
|
)
|
|
Loss on retirement of long-term obligations
|
|
(2,669
|
)
|
|
|
—
|
|
|
|
|
(37,967
|
)
|
|
|
(398
|
)
|
|
Other expense
|
|
(141,660
|
)
|
|
|
(118,623
|
)
|
|
|
|
(119,369
|
)
|
|
|
(65,762
|
)
|
|
Total other expense
|
|
(240,146
|
)
|
|
|
(212,987
|
)
|
|
|
|
(359,662
|
)
|
|
|
(249,845
|
)
|
|
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INCOME ON
EQUITY METHOD INVESTMENTS
|
|
72,666
|
|
|
|
57,499
|
|
|
|
|
252,836
|
|
|
|
295,087
|
|
|
Income tax benefit (provision)
|
|
11,447
|
|
|
|
(23,815
|
)
|
|
|
|
(7,775
|
)
|
|
|
(51,063
|
)
|
|
Income on equity method investments
|
|
—
|
|
|
|
5
|
|
|
|
|
—
|
|
|
|
23
|
|
|
NET INCOME
|
|
84,113
|
|
|
|
33,689
|
|
|
|
|
245,061
|
|
|
|
244,047
|
|
|
Net loss attributable to noncontrolling interest
|
|
15,708
|
|
|
|
14,520
|
|
|
|
|
26,167
|
|
|
|
25,468
|
|
|
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION
|
|
$
|
99,821
|
|
|
|
$
|
48,209
|
|
|
|
|
$
|
271,228
|
|
|
|
$
|
269,515
|
|
|
NET INCOME PER COMMON SHARE AMOUNTS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income attributable to American Tower Corporation
|
|
$
|
0.25
|
|
|
|
$
|
0.12
|
|
|
|
|
$
|
0.69
|
|
|
|
$
|
0.68
|
|
|
Diluted net income attributable to American Tower Corporation
|
|
$
|
0.25
|
|
|
|
$
|
0.12
|
|
|
|
|
$
|
0.68
|
|
|
|
$
|
0.68
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
395,420
|
|
|
|
394,743
|
|
|
|
|
395,330
|
|
|
|
394,314
|
|
|
Diluted
|
|
399,458
|
|
|
|
398,811
|
|
|
|
|
399,659
|
|
|
|
398,750
|
|
|
DISTRIBUTIONS DECLARED PER SHARE
|
|
$
|
0.27
|
|
|
|
$
|
0.22
|
|
|
|
|
$
|
0.53
|
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(In thousands)
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
|
2013
|
|
2012
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
Net income
|
|
$
|
245,061
|
|
|
$
|
244,047
|
|
|
Adjustments to reconcile net income to cash provided by operating
activities:
|
|
|
|
|
|
Stock-based compensation expense
|
|
38,097
|
|
|
26,596
|
|
|
Depreciation, amortization and accretion
|
|
370,412
|
|
|
321,727
|
|
|
Loss on retirement of long-term obligations
|
|
35,288
|
|
|
—
|
|
|
Other non-cash items reflected in statements of operations
|
|
127,946
|
|
|
112,660
|
|
|
Increase in net deferred rent asset
|
|
(53,017
|
)
|
|
(59,590
|
)
|
|
(Increase) decrease in restricted cash
|
|
(27,961
|
)
|
|
4,083
|
|
|
(Increase) decrease in assets
|
|
(10,229
|
)
|
|
33,478
|
|
|
Increase in liabilities
|
|
58,924
|
|
|
79,874
|
|
|
Cash provided by operating activities
|
|
784,521
|
|
|
762,875
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
Payments for purchase of property and equipment and construction
activities
|
|
(280,605
|
)
|
|
(226,402
|
)
|
|
Payments for acquisitions, net of cash acquired
|
|
(311,170
|
)
|
|
(532,860
|
)
|
|
Proceeds from sale of short-term investments and other non-current
assets
|
|
27,978
|
|
|
192,977
|
|
|
Payments for short-term investments
|
|
(36,881
|
)
|
|
(198,174
|
)
|
|
Deposits, restricted cash, investments and other
|
|
(1,096
|
)
|
|
(2,450
|
)
|
|
Cash used for investing activities
|
|
(601,774
|
)
|
|
(766,909
|
)
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
Proceeds from short-term borrowings, net
|
|
—
|
|
|
17,127
|
|
|
Borrowings under credit facilities
|
|
249,000
|
|
|
1,325,000
|
|
|
Proceeds from issuance of senior notes, net
|
|
983,354
|
|
|
698,670
|
|
|
Proceeds from issuance of Securities in securitization transaction,
net
|
|
1,778,496
|
|
|
—
|
|
|
Proceeds from term loan credit facility
|
|
—
|
|
|
750,000
|
|
|
Proceeds from other long-term borrowings
|
|
16,000
|
|
|
77,699
|
|
|
Repayments of notes payable, credit facilities and capital leases
|
|
(2,938,699
|
)
|
|
(2,652,458
|
)
|
|
Contributions from noncontrolling interest holders, net
|
|
17,721
|
|
|
46,476
|
|
|
Purchases of common stock
|
|
(74,625
|
)
|
|
(10,838
|
)
|
|
Proceeds from stock options
|
|
19,752
|
|
|
31,134
|
|
|
Distributions
|
|
(102,984
|
)
|
|
(82,881
|
)
|
|
Payment for early retirement of securitized debt
|
|
(29,234
|
)
|
|
—
|
|
|
Deferred financing costs and other financing activities
|
|
(13,641
|
)
|
|
(29,639
|
)
|
|
Cash (used for) provided by financing activities
|
|
(94,860
|
)
|
|
170,290
|
|
|
|
|
|
|
|
|
Net effect of changes in foreign currency exchange rates on cash and
cash equivalents
|
|
(8,058
|
)
|
|
(14,510
|
)
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
79,829
|
|
|
151,746
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
368,618
|
|
|
330,191
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$ 448,447
|
|
|
$ 481,937
|
|
|
|
|
|
|
|
|
CASH PAID FOR INCOME TAXES, NET OF REFUNDS
|
|
$
|
17,153
|
|
|
$
|
12,776
|
|
|
CASH PAID FOR INTEREST
|
|
$
|
181,315
|
|
|
$
|
171,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED RESULTS FROM OPERATIONS, BY SEGMENT
|
|
(In thousands, except percentages)
|
|
|
|
Three months ended June 30, 2013
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
Segment revenues
|
|
$
|
521,043
|
|
|
$
|
268,156
|
|
|
$
|
789,199
|
|
|
$
|
19,631
|
|
|
$
|
808,830
|
|
|
Segment operating expenses (1)
|
|
95,208
|
|
|
102,752
|
|
|
197,960
|
|
|
7,343
|
|
|
205,303
|
|
|
Interest income, TV Azteca, net
|
|
—
|
|
|
3,586
|
|
|
3,586
|
|
|
—
|
|
|
3,586
|
|
|
Segment Gross Margin
|
|
425,835
|
|
|
168,990
|
|
|
594,825
|
|
|
12,288
|
|
|
607,113
|
|
|
Segment selling, general, administrative and development expense (1)
|
|
24,243
|
|
|
32,490
|
|
|
56,733
|
|
|
2,324
|
|
|
59,057
|
|
|
Segment Operating Profit
|
|
$
|
401,592
|
|
|
$
|
136,500
|
|
|
$
|
538,092
|
|
|
$
|
9,964
|
|
|
$
|
548,056
|
|
|
Segment Operating Profit Margin
|
|
77
|
%
|
|
51
|
%
|
|
68
|
%
|
|
51
|
%
|
|
68
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2012
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
Segment revenues
|
|
$
|
473,411
|
|
|
$
|
208,851
|
|
|
$
|
682,262
|
|
|
$
|
15,472
|
|
|
$
|
697,734
|
|
|
Segment operating expenses (1)
|
|
88,113
|
|
|
76,745
|
|
|
164,858
|
|
|
7,084
|
|
|
171,942
|
|
|
Interest income, TV Azteca, net
|
|
—
|
|
|
3,586
|
|
|
3,586
|
|
|
—
|
|
|
3,586
|
|
|
Segment Gross Margin
|
|
385,298
|
|
|
135,692
|
|
|
520,990
|
|
|
8,388
|
|
|
529,378
|
|
|
Segment selling, general, administrative and development expense (1)
|
|
21,097
|
|
|
19,481
|
|
|
40,578
|
|
|
1,925
|
|
|
42,503
|
|
|
Segment Operating Profit
|
|
$
|
364,201
|
|
|
$
|
116,211
|
|
|
$
|
480,412
|
|
|
$
|
6,463
|
|
|
$
|
486,875
|
|
|
Segment Operating Profit Margin
|
|
77
|
%
|
|
56
|
%
|
|
70
|
%
|
|
42
|
%
|
|
70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2013
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
Segment revenues
|
|
$
|
1,036,719
|
|
|
$
|
529,913
|
|
|
$
|
1,566,632
|
|
|
$
|
44,926
|
|
|
$
|
1,611,558
|
|
|
Segment operating expenses (1)
|
|
187,041
|
|
|
201,968
|
|
|
389,009
|
|
|
17,622
|
|
|
406,631
|
|
|
Interest income, TV Azteca, net
|
|
—
|
|
|
7,129
|
|
|
7,129
|
|
|
—
|
|
|
7,129
|
|
|
Segment Gross Margin
|
|
849,678
|
|
|
335,074
|
|
|
1,184,752
|
|
|
27,304
|
|
|
1,212,056
|
|
|
Segment selling, general, administrative and development expense (1)
|
|
47,141
|
|
|
62,025
|
|
|
109,166
|
|
|
5,225
|
|
|
114,391
|
|
|
Segment Operating Profit
|
|
$
|
802,537
|
|
|
$
|
273,049
|
|
|
$
|
1,075,586
|
|
|
$
|
22,079
|
|
|
$
|
1,097,665
|
|
|
Segment Operating Profit Margin
|
|
77
|
%
|
|
52
|
%
|
|
69
|
%
|
|
49
|
%
|
|
68
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2012
|
|
|
|
Rental and Management
|
|
Network
Development
Services
|
|
Total
|
|
|
|
Domestic
|
|
International
|
|
Total
|
|
Segment revenues
|
|
$
|
960,473
|
|
|
$
|
405,779
|
|
|
$
|
1,366,252
|
|
|
$
|
27,999
|
|
|
$
|
1,394,251
|
|
|
Segment operating expenses (1)
|
|
181,116
|
|
|
147,269
|
|
|
328,385
|
|
|
14,081
|
|
|
342,466
|
|
|
Interest income, TV Azteca, net
|
|
—
|
|
|
7,129
|
|
|
7,129
|
|
|
—
|
|
|
7,129
|
|
|
Segment Gross Margin
|
|
779,357
|
|
|
265,639
|
|
|
1,044,996
|
|
|
13,918
|
|
|
1,058,914
|
|
|
Segment selling, general, administrative and development expense (1)
|
|
40,497
|
|
|
43,376
|
|
|
83,873
|
|
|
2,283
|
|
|
86,156
|
|
|
Segment Operating Profit
|
|
$
|
738,860
|
|
|
$
|
222,263
|
|
|
$
|
961,123
|
|
|
$
|
11,635
|
|
|
$
|
972,758
|
|
|
Segment Operating Profit Margin
|
|
77
|
%
|
|
55
|
%
|
|
70
|
%
|
|
42
|
%
|
|
70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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:
|
|
|
|
|
Long-term obligations summary, including current portion
|
June 30, 2013
|
|
2012 Credit Facility
|
$
|
322,000
|
|
2013 Credit Facility (1)
|
—
|
|
2012 Term Loan
|
750,000
|
|
4.625% Senior Notes due 2015
|
599,715
|
|
7.000% Senior Notes due 2017
|
500,000
|
|
4.500% Senior Notes due 2018
|
999,467
|
|
7.250% Senior Notes due 2019
|
296,506
|
|
5.050% Senior Notes due 2020
|
699,373
|
|
5.900% Senior Notes due 2021
|
499,385
|
|
4.700% Senior Notes due 2022
|
698,814
|
|
3.500% Senior Notes due 2023
|
992,176
|
|
Total unsecured at American Tower Corporation
|
$
|
6,357,436
|
|
Secured Tower Revenue Securities, Series 2013-1A
|
500,000
|
|
Secured Tower Revenue Securities, Series 2013-2A
|
1,300,000
|
|
Unison Notes (2)
|
206,312
|
|
South African Facility (3)
|
84,435
|
|
Colombian long-term credit facility (3)
|
69,984
|
|
Colombian bridge loans (3)
|
48,737
|
|
Shareholder loans (4)
|
227,150
|
|
Indian Working Capital Facility
|
—
|
|
Other debt, including capital leases
|
61,900
|
|
Total secured or subsidiary debt
|
$
|
2,498,517
|
|
Total debt
|
$
|
8,855,954
|
|
Cash and cash equivalents
|
448,447
|
|
Net debt (total debt less cash and cash equivalents)
|
$
|
8,407,507
|
|
|
|
|
|
(1) On June 28, 2013, the Company terminated its $1.0 billion 2011
Credit Facility upon the closing of the new 2013 Credit Facility.
Subsequent to the end of the second quarter, the Company used
borrowings under its new 2013 Credit Facility to repay all amounts
outstanding under its 2012 Credit Facility.
|
|
(2) The Unison Notes are secured debt and were assumed as a result
of the acquisition of certain legal entities holding a portfolio
of property interests from Unison Holdings LLC and Unison Site
Management II, L.L.C.
|
|
(3) Denominated in local currency.
|
|
(4) Denominated in USD, reflects balances attributable to minority
shareholder loans in the Company’s joint ventures in Colombia,
Ghana and Uganda.
|
|
|
|
|
|
|
|
|
|
Calculation of Net Leverage Ratio ($ in thousands)
|
|
Three Months Ended June 30, 2013
|
|
Total debt
|
|
$
|
8,855,954
|
|
Cash and cash equivalents
|
|
$
|
448,447
|
|
Numerator: net debt (total debt less cash and cash equivalents)
|
|
$
|
8,407,507
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
523,959
|
|
Denominator: annualized Adjusted EBITDA
|
|
2,095,836
|
|
Net leverage ratio
|
|
4.0x
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED SELECTED FINANCIAL INFORMATION
|
|
(In thousands, except where noted. Totals may not add due to
rounding.)
|
|
|
|
|
|
|
|
Share count rollforward: (in millions of shares)
|
|
Three Months Ended June 30, 2013
|
|
Six Months Ended June 30, 2013
|
|
Total common shares, beginning of period
|
|
395.6
|
|
|
395.1
|
|
|
Common shares repurchased
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
Common shares issued
|
|
0.3
|
|
|
1.0
|
|
|
Total common shares outstanding, end of period (1)
|
|
395.1
|
|
|
395.1
|
|
|
|
|
|
|
|
|
|
|
(1) As of June 30, 2013, excludes (a) 3.8 million potentially
dilutive shares associated with vested and exercisable stock
options with an average exercise price of $39.48 per share,
(b) 3.0 million potentially dilutive shares associated with
unvested stock options, and (c) 1.8 million potentially dilutive
shares associated with unvested restricted stock units.
|
|
|
|
|
|
|
|
|
|
|
Total rental and management straight-line revenue and expense
(1):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30
|
|
|
Six Months Ended
June 30
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Total rental and management operations straight-line revenue
|
|
$
|
34,442
|
|
|
|
$
|
39,056
|
|
|
|
$
|
68,682
|
|
|
|
$
|
77,559
|
|
Total rental and management operations straight-line expense
|
|
$
|
7,911
|
|
|
|
$
|
8,294
|
|
|
|
$
|
15,026
|
|
|
|
$
|
18,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) 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, 2012 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
June 30,
|
|
|
Six Months Ended
June 30,
|
|
International pass-through revenue detail:
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Pass-through revenue
|
|
|
$
|
71,279
|
|
|
|
$
|
55,344
|
|
|
|
$
|
140,930
|
|
|
|
$
|
103,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
|
Six Months Ended
June 30,
|
|
Prepaid tenant rent detail:
|
|
2013
|
|
|
2012
|
|
|
|
2013
|
|
|
2012
|
|
Beginning balance
|
|
$
|
212,671
|
|
|
|
$
|
155,690
|
|
|
|
|
$
|
198,792
|
|
|
|
$
|
156,678
|
|
|
Cash received
|
|
18,031
|
|
|
|
13,349
|
|
|
|
|
45,043
|
|
|
|
25,471
|
|
|
Amortization
|
|
(14,054
|
)
|
|
|
(10,503
|
)
|
|
|
|
(27,187
|
)
|
|
|
(23,613
|
)
|
|
Ending balance
|
|
$
|
216,649
|
|
|
|
$
|
158,536
|
|
|
|
|
$
|
216,649
|
|
|
|
$
|
158,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
Selling, general, administrative and development expense breakout:
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Total rental and management overhead
|
|
|
$
|
56,733
|
|
|
|
$
|
40,578
|
|
|
|
$
|
109,166
|
|
|
|
$
|
83,873
|
|
Network development services segment overhead
|
|
|
2,324
|
|
|
|
1,925
|
|
|
|
5,225
|
|
|
|
2,283
|
|
Corporate and development expenses
|
|
|
24,097
|
|
|
|
21,236
|
|
|
|
49,312
|
|
|
|
44,583
|
|
Stock-based compensation expense
|
|
|
16,649
|
|
|
|
13,109
|
|
|
|
37,253
|
|
|
|
25,693
|
|
Total
|
|
|
$
|
99,803
|
|
|
|
$
|
76,848
|
|
|
|
$
|
200,956
|
|
|
|
$
|
156,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED SELECTED FINANCIAL INFORMATION
|
|
($ in thousands. Totals may not add due to rounding.)
|
|
SELECTED CASH FLOW DETAIL:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
Payments for purchase of property and equipment and construction
activities:
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Discretionary - capital projects
|
|
|
$
|
72,856
|
|
|
|
$
|
49,533
|
|
|
|
$
|
130,126
|
|
|
|
$
|
113,271
|
|
Discretionary - ground lease purchases
|
|
|
17,060
|
|
|
|
12,475
|
|
|
|
31,860
|
|
|
|
27,189
|
|
Start-up capital projects
|
|
|
7,813
|
|
|
|
6,036
|
|
|
|
14,536
|
|
|
|
7,663
|
|
Redevelopment
|
|
|
23,371
|
|
|
|
18,143
|
|
|
|
45,083
|
|
|
|
40,955
|
|
Capital improvements
|
|
|
26,442
|
|
|
|
14,469
|
|
|
|
42,324
|
|
|
|
28,398
|
|
Corporate
|
|
|
9,157
|
|
|
|
4,714
|
|
|
|
16,675
|
|
|
|
8,926
|
|
Total
|
|
|
$
|
156,700
|
|
|
|
$
|
105,370
|
|
|
|
$
|
280,605
|
|
|
|
$
|
226,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2013
|
|
|
Total Rental and
Management
Revenue
|
|
|
Adjusted
EBITDA
|
|
|
AFFO
|
|
Core Growth
|
|
|
18.1
|
%
|
|
|
14.7
|
%
|
|
|
18.2
|
%
|
|
Estimated impact of fluctuations in foreign currency exchange rates
|
|
|
(0.7
|
)%
|
|
|
(0.3
|
)%
|
|
|
(0.2
|
)%
|
|
Impact of straight-line revenue recognition
|
|
|
(1.7
|
)%
|
|
|
(1.9
|
)%
|
|
|
—
|
|
|
Impact of material one-time items
|
|
|
—
|
|
|
|
—
|
|
|
|
1.5
|
%
|
|
Reported growth
|
|
|
15.7
|
%
|
|
|
12.5
|
%
|
|
|
19.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Growth
|
|
|
19.2
|
%
|
|
|
17.1
|
%
|
|
|
19.6
|
%
|
|
Estimated impact of fluctuations in foreign currency exchange rates
|
|
|
(1.4
|
)%
|
|
|
(1.0
|
)%
|
|
|
(1.4
|
)%
|
|
Impact of straight-line revenue recognition
|
|
|
(1.7
|
)%
|
|
|
(1.6
|
)%
|
|
|
-
|
|
|
Impact of material one-time items
|
|
|
(1.3
|
)%
|
|
|
(1.5
|
)%
|
|
|
(3.6
|
)%
|
|
Reported growth
|
|
|
14.7
|
%
|
|
|
12.9
|
%
|
|
|
14.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED PORTFOLIO DETAIL – OWNED SITES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tower Count (1):
|
|
|
As of
March 31, 2013
|
|
|
Constructed
|
|
|
Acquired
|
|
|
Adjustments
|
|
|
As of
June 30, 2013
|
|
United States (2)
|
|
|
22,599
|
|
|
|
96
|
|
|
|
34
|
|
|
|
(9
|
)
|
|
|
22,720
|
|
Brazil
|
|
|
4,370
|
|
|
|
19
|
|
|
|
93
|
|
|
|
—
|
|
|
|
4,482
|
|
Chile
|
|
|
1,181
|
|
|
|
4
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
1,182
|
|
Colombia
|
|
|
3,041
|
|
|
|
36
|
|
|
|
26
|
|
|
|
1
|
|
|
|
3,104
|
|
Germany
|
|
|
2,031
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,031
|
|
Ghana
|
|
|
1,929
|
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,931
|
|
India
|
|
|
10,685
|
|
|
|
110
|
|
|
|
—
|
|
|
|
(21
|
)
|
|
|
10,774
|
|
Mexico (3)
|
|
|
6,673
|
|
|
|
48
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,721
|
|
Peru
|
|
|
499
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
499
|
|
South Africa
|
|
|
1,621
|
|
|
|
8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,629
|
|
Uganda
|
|
|
1,044
|
|
|
|
76
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,120
|
|
Total
|
|
|
55,673
|
|
|
|
399
|
|
|
|
153
|
|
|
|
(32
|
)
|
|
|
56,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 per share data and 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
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Net income
|
|
|
$
|
84,113
|
|
|
|
$
|
33,689
|
|
|
|
$
|
245,061
|
|
|
|
$
|
244,047
|
|
|
Income from equity method investments
|
|
|
—
|
|
|
|
(5
|
)
|
|
|
—
|
|
|
|
(23
|
)
|
|
Income tax (benefit) provision
|
|
|
(11,447
|
)
|
|
|
23,815
|
|
|
|
7,775
|
|
|
|
51,063
|
|
|
Other expense
|
|
|
141,660
|
|
|
|
118,623
|
|
|
|
119,369
|
|
|
|
65,762
|
|
|
Loss on retirement of long-term obligations
|
|
|
2,669
|
|
|
|
—
|
|
|
|
37,967
|
|
|
|
398
|
|
|
Interest expense
|
|
|
100,815
|
|
|
|
100,233
|
|
|
|
212,581
|
|
|
|
195,350
|
|
|
Interest income
|
|
|
(1,412
|
)
|
|
|
(2,283
|
)
|
|
|
(3,126
|
)
|
|
|
(4,536
|
)
|
|
Other operating expenses
|
|
|
5,898
|
|
|
|
5,944
|
|
|
|
20,217
|
|
|
|
27,791
|
|
|
Depreciation, amortization and accretion
|
|
|
184,608
|
|
|
|
172,072
|
|
|
|
370,412
|
|
|
|
321,727
|
|
|
Stock-based compensation expense
|
|
|
17,055
|
|
|
|
13,551
|
|
|
|
38,097
|
|
|
|
26,596
|
|
|
Adjusted EBITDA
|
|
|
$
|
523,959
|
|
|
|
$
|
465,639
|
|
|
|
$
|
1,048,353
|
|
|
|
$
|
928,175
|
|
|
Divided by total revenue
|
|
|
808,830
|
|
|
|
697,734
|
|
|
|
1,611,558
|
|
|
|
1,394,251
|
|
|
Adjusted EBITDA Margin
|
|
|
65
|
%
|
|
|
67
|
%
|
|
|
65
|
%
|
|
|
67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation of net income to NAREIT Funds From
Operations and the calculation of Adjusted Funds From Operations
and Adjusted Funds From Operations per Share are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Net Income
|
|
|
$
|
84,113
|
|
|
|
$
|
33,689
|
|
|
|
$
|
245,061
|
|
|
|
$
|
244,047
|
|
|
Real estate related depreciation, amortization and accretion
|
|
|
160,610
|
|
|
|
152,194
|
|
|
|
324,352
|
|
|
|
285,026
|
|
|
Losses from sale or disposal of real estate and real estate related
impairment charges
|
|
|
2,401
|
|
|
|
2,195
|
|
|
|
2,670
|
|
|
|
6,010
|
|
|
Adjustments for unconsolidated affiliates and noncontrolling interest
|
|
|
8,813
|
|
|
|
9,856
|
|
|
|
11,643
|
|
|
|
16,473
|
|
|
NAREIT Funds From Operations
|
|
|
255,937
|
|
|
|
197,934
|
|
|
|
583,726
|
|
|
|
551,556
|
|
|
Straight-line revenue
|
|
|
(34,442
|
)
|
|
|
(39,056
|
)
|
|
|
(68,682
|
)
|
|
|
(77,559
|
)
|
|
Straight-line expense
|
|
|
7,911
|
|
|
|
8,294
|
|
|
|
15,026
|
|
|
|
18,029
|
|
|
Stock-based compensation expense
|
|
|
17,055
|
|
|
|
13,551
|
|
|
|
38,097
|
|
|
|
26,596
|
|
|
Non-cash portion of tax provision
|
|
|
(15,057
|
)
|
|
|
10,142
|
|
|
|
(9,378
|
)
|
|
|
38,287
|
|
|
Non-real estate related depreciation, amortization and accretion
|
|
|
23,998
|
|
|
|
19,878
|
|
|
|
46,060
|
|
|
|
36,701
|
|
|
Amortization of deferred financing costs, capitalized interest and
debt discounts and premiums (1)
|
|
|
7,395
|
|
|
|
2,410
|
|
|
|
14,922
|
|
|
|
4,262
|
|
|
Other expense (2)
|
|
|
141,660
|
|
|
|
118,623
|
|
|
|
119,369
|
|
|
|
65,762
|
|
|
Loss on retirement of long-term obligations
|
|
|
2,669
|
|
|
|
—
|
|
|
|
37,967
|
|
|
|
398
|
|
|
Other operating expense (3)
|
|
|
3,497
|
|
|
|
3,749
|
|
|
|
17,547
|
|
|
|
21,781
|
|
|
Capital improvement capital expenditures (4)
|
|
|
(26,442
|
)
|
|
|
(14,469
|
)
|
|
|
(42,324
|
)
|
|
|
(28,398
|
)
|
|
Corporate capital expenditures
|
|
|
(9,157
|
)
|
|
|
(4,714
|
)
|
|
|
(16,675
|
)
|
|
|
(8,926
|
)
|
|
Adjustments for unconsolidated affiliates and noncontrolling interest
|
|
|
|
(8,813
|
)
|
|
|
|
(9,856
|
)
|
|
|
|
(11,643
|
)
|
|
|
|
(16,473
|
)
|
|
Adjusted Funds From Operations
|
|
|
$
|
366,211
|
|
|
|
$
|
306,486
|
|
|
|
$
|
724,012
|
|
|
|
$
|
632,016
|
|
|
Divided by weighted average diluted shares outstanding
|
|
|
399,458
|
|
|
|
398,811
|
|
|
|
399,659
|
|
|
|
398,750
|
|
|
Adjusted Funds From Operations per Share
|
|
|
$
|
0.92
|
|
|
|
$
|
0.77
|
|
|
|
$
|
1.81
|
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes accrued non-cash interest expense attributable to
joint-venture loans.
|
|
(2) Primarily includes unrealized loss on foreign currency
exchange rate fluctuations.
|
|
(3) Primarily includes impairments and transaction related costs.
|
|
(4) 2012 amounts adjusted to exclude the category of capital
expenditures, start-up capital projects.
|
|
|
Copyright Business Wire 2013