Attached files

file filename
8-K - FORM 8-K - SBA COMMUNICATIONS CORPd720462d8k.htm

LOGO

Exhibit 99.1

FOR IMMEDIATE RELEASE

SBA COMMUNICATIONS CORPORATION REPORTS 1st QUARTER 2014 RESULTS;

PROVIDES 2nd QUARTER AND UPDATED FULL YEAR 2014 OUTLOOK

Boca Raton, Florida, May 1, 2014

SBA Communications Corporation (Nasdaq: SBAC) (“SBA” or the “Company”) today reported results for the quarter ended March 31, 2014. Highlights of the results include:

First quarter over year earlier period:

 

    Site leasing revenue growth of 13%

 

    Tower Cash Flow growth of 21%

 

    Net loss decreased from $22 million to net income of $1 million

 

    Adjusted EBITDA growth of 21%

 

    AFFO Per Share growth of 20%

“We had an excellent first quarter and expect another good year in 2014” commented Jeffrey A. Stoops, President and Chief Executive Officer. “Among many highlights in our first quarter, we are particularly pleased with our expense performance which produced industry leading Tower Cash Flow and Adjusted EBITDA margin results. Year-to-date leasing activity and current backlogs evidence very strong customer activity in all of our markets. As a result, we are able to make sizeable increases in our 2014 Outlook, which increases are driven almost entirely by organic activity. With our recently closed acquisition of 2,007 sites from Oi, Brazil now joins our U.S. and other markets as fully scaled and capable operations, well-positioned to continue to participate in the projected growth of wireless in their respective regions. Our balance sheet and liquidity positions are both sound, and give us plenty of resources to pursue additional quality portfolio growth opportunities. We believe 2014 will be another year of material growth in AFFO per share for SBA.”

Operating Results

Total revenues in the first quarter of 2014 were $345.5 million compared to $313.1 million in the year earlier period, an increase of 10.4%. Site leasing revenue of $309.3 million increased 13.1% over the year earlier period. Domestic cash site leasing revenue was $268.7 million in the first quarter of 2014 compared to $238.3 million in the year earlier period, an increase of 12.8%. International cash site leasing revenue was $29.6 million in the first quarter of 2014 compared to $17.7 million in the year earlier period, an increase of 67.2%.

Site leasing Segment Operating Profit of $239.6 million increased 16.6% over the year earlier period. Site leasing contributed 96.5% of the Company’s total Segment Operating Profit in the first quarter of 2014. Site development revenues were $36.2 million in the first quarter of 2014 compared to $39.6 million in the year earlier period, an 8.4% decrease. Site development Segment Operating Profit Margin was 24.3% in the first quarter of 2014 compared to 17.6% in the year earlier period.

Tower Cash Flow for the first quarter of 2014 was $237.5 million, a 20.5% increase over the year earlier period. Tower Cash Flow Margin for the first quarter of 2014 was 79.6% compared to 77.0% in the year earlier period. Domestic Tower Cash Flow for the first quarter of 2014 was $214.4 million compared to $185.0 million in the year earlier period, an increase of 15.9%. International Tower Cash Flow for the first quarter of 2014 was $23.1 million compared to $12.1 million in the year earlier period, an increase of 91.9%.

 

1


Net income for the first quarter of 2014 was $1.4 million or $0.01 per share compared to a $22.4 million loss or $(0.18) per share in the year earlier period. Net income for the quarter was positively impacted by $17.9 million of gains on the Company’s currency hedges entered into in connection with the Oi acquisition which closed on March 31, 2014.

Adjusted EBITDA in the first quarter of 2014 was $226.7 million compared to $187.7 million in the year earlier period, an increase of 20.7%. Adjusted EBITDA Margin was 67.8% in the first quarter of 2014 compared to 63.5% in the year earlier period.

Net Cash Interest Expense was $65.9 million in the first quarter of 2014 compared to $58.9 million in the year earlier period.

AFFO increased 21.8% to $153.8 million in the first quarter of 2014 compared to $126.3 million in the year earlier period. AFFO per share increased 20.4% to $1.18 in the first quarter of 2014 compared to $0.98 in the year earlier period.

Investing Activities

During the first quarter of 2014, SBA purchased 2,188 communication sites for $900.6 million in cash, net of currency hedging benefits, which included the March 31, 2014 acquisition of 2,007 communication sites from Oi S.A. in Brazil (the “Oi Acquisition”). SBA also built 57 towers during the first quarter of 2014. As of March 31, 2014, SBA owned or operated 22,263 communication sites, 15,034 of which are located in the United States and its territories, and 7,229 of which are located internationally. In addition, the Company spent $9.3 million to purchase land and easements and to extend lease terms with respect to land underlying its towers. Total cash capital expenditures for the first quarter of 2014 were $947.5 million, consisting of $4.7 million of non-discretionary cash capital expenditures (tower maintenance and general corporate) and $942.8 million of discretionary cash capital expenditures net of currency hedging benefits (new tower builds, tower augmentations, acquisitions and related earn-outs, purchasing land and easements, and capital expenditures associated with the purchase of a new headquarters building).

Subsequent to the first quarter of 2014, the Company acquired 12 towers and related assets and liabilities for aggregate consideration of $8.9 million in cash. The Company has agreed to purchase 59 towers for an aggregate amount of $35.5 million. The Company anticipates that these acquisitions will be consummated by the end of the third quarter of 2014.

Financing Activities and Liquidity

SBA ended the first quarter with $6.9 billion of total debt, $363.2 million of cash and cash equivalents, short-term restricted cash, and short-term investments, and $6.5 billion of Net Debt (as defined below). SBA’s Net Debt and Net Secured Debt to Annualized Adjusted EBITDA Leverage Ratios were 7.2x and 5.0x, respectively.

During the first quarter of 2014, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, obtained a new senior secured Term Loan with an initial aggregate principal amount of $1.5 billion that was issued at 99.75% of par value and matures on March 24, 2021 (“2014 Term Loan B”). Net proceeds from the 2014 Term Loan B were used to (1) repay in full the remaining $180.5 million balance of the 2011 Term Loan B, (2) repay in full the remaining $110.0 million balance of the 2012-2 Term Loan B, (3) repay the $390.0 million outstanding balance under the Company’s Revolving Credit Facility, and (4) pay the cash consideration in connection with the Oi Acquisition. The remaining net proceeds will be used for general corporate purposes.

As of the date of this press release, the Company had no amounts outstanding under the $770 million Revolving Credit Facility, and the amount available based on specified covenants under the facility was $675 million.

 

2


Effective March 17, 2014, the Company elected to settle the principal amount of any conversions on its 4.0% Convertible Senior Notes due 2014 (“4.0% Notes”) in cash and any additional conversion consideration at the conversion rate then applicable in shares of its Class A common stock. Concurrently with the settlement of any converted 4.0% Notes, SBA will settle the associated convertible note hedges and receive an equal number of shares to those issued to the noteholders. As a result, SBA’s outstanding share count will not be impacted by the early conversion of these notes under the current settlement election. The Company received conversion notices totaling $259,000 of principal during the first quarter of 2014 and conversion notices totaling $121.3 million of principal subsequent to the end of the first quarter, all of which will settle in the second quarter of 2014.

During the first quarter, SBA did not repurchase any shares of its Class A common stock. The Company currently has $150.0 million of repurchase authorization remaining under its existing $300.0 million stock repurchase program.

Outlook

The Company is providing its second quarter 2014 Outlook and updating its Full Year 2014 Outlook for anticipated results. The Outlook provided is based on a number of assumptions that the Company believes are reasonable at the time of this press release. Information regarding potential risks that could cause the actual results to differ from these forward-looking statements is set forth below and in the Company’s filings with the Securities and Exchange Commission.

The Company’s Full Year 2014 Outlook assumes approximately $56.7 million of non-cash straight-line leasing revenue. The 2014 Outlook for site leasing revenue, Tower Cash Flow, Adjusted EBITDA and AFFO includes an assumed negative impact of $16 million associated with iDEN lease terminations, which from a timing perspective have been assumed to occur on the basis least favorable to SBA pursuant to previously negotiated contractual rights. The 2014 Outlook assumes the acquisitions of only those communication sites under contract at the time of this press release. The Company intends to spend additional capital in 2014 on acquiring revenue producing assets not yet identified or under contract, the impact of which is not reflected in the 2014 guidance. The Company’s Full Year 2014 Outlook includes new tower builds in the U.S. and internationally of 400 to 420 towers. The Full Year 2014 Outlook also contemplates approximately $1.3 billion of new financing during 2014 at an estimated annual interest rate of 4.0% with proceeds being used to (i) call the Company’s 8.25% Senior Notes in August 2014, and (ii) settle for cash all of the obligations under the Company’s 4.0% Convertible Senior Notes due October 1, 2014 and the related warrants upon maturity. Finally, the Company’s Outlook also assumes an average foreign currency exchange rate of 2.30 Brazilian Reais to 1.0 U.S. Dollar for the second, third, and fourth quarters of 2014.

 

    Quarter ending
June 30, 2014
    Full
Year 2014
 
    ($‘s in millions)  

Site leasing revenue (1)

  $ 333.0        to      $ 338.0      $ 1,317.0        to      $ 1,337.0   

Site development revenue

  $ 32.5        to      $ 37.5      $ 130.0        to      $ 150.0   

Total revenues

  $ 365.5        to      $ 375.5      $ 1,447.0        to      $ 1,487.0   

Tower Cash Flow

  $ 248.0        to      $ 253.0      $ 989.0        to      $ 1,009.0   

Adjusted EBITDA

  $ 236.5        to      $ 241.5      $ 942.0        to      $ 962.0   

Net cash interest expense (2)

  $ 71.0        to      $ 73.0      $ 279.0        to      $ 289.0   

Non-discretionary cash capital expenditures (3)

  $ 7.5        to      $ 8.5      $ 24.0        to      $ 29.0   

AFFO

  $ 152.0        to      $ 161.0      $ 616.0        to      $ 652.0   

Discretionary cash capital expenditures (4) (5)

  $ 91.0        to      $ 101.0      $ 1,160.0        to      $ 1,190.0   

 

3


(1) The Company’s Outlook for site leasing revenue includes revenue associated with pass through reimbursable expenses.
(2) Net cash interest expense is defined as interest expense less interest income. Net cash interest expense does not include amortization of deferred financing fees or non-cash interest expense.
(3) Consists of tower maintenance and general corporate capital expenditures.
(4) Consists of new tower builds, tower augmentations, communication site acquisitions and related earn-outs, ground lease purchases, and capital expenditures associated with the purchase of a new corporate headquarters building. Excludes expenditures for revenue producing assets not under contract at the date of this press release.
(5) Discretionary cash capital expenditures for the full year 2014 Outlook are net of a $17.9 million gain recognized in the first quarter of 2014 upon the settlement of currency hedges entered into in connection with the Oi acquisition.

Conference Call Information

SBA Communications Corporation will host a conference call on Friday, May 2, 2014 at 10:00 AM (Eastern) to discuss the quarterly results. The call may be accessed as follows:

 

When:   Friday, May 2, 2014 at 10:00 AM (Eastern)
Dial-in number:   (800) 230-1092
Conference call name:   SBA first quarter results
Replay:   May 2, 2014 at 12:30 PM through May 16, 2014 at 10:59 AM (Eastern)
Number:   USA (800) 475-6701, International (320) 365-3844
Access Code:   324818
Internet access:   www.sbasite.com

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the Company’s expectations or beliefs regarding (i) continued strength in the leasing and services segments for 2014, (ii) portfolio and organic growth for 2014, both domestically and internationally, (iii) the Company’s financial and operational guidance for the second quarter of 2014 and full year 2014 and the ability to improve upon its full year 2014 Outlook, (iv) timing of closing for currently pending acquisitions, (v) spending additional capital in 2014 on acquiring revenue producing assets not yet identified or under contract, (vi) customer activity levels during 2014, (vii) Brazil’s foreign exchange rates, (viii) the impact associated with iDEN lease terminations, and (ix) the amount and terms of any future financing and that such financing will be sufficient for its anticipated uses. These forward-looking statements may be affected by the risks and uncertainties in the Company’s business. This information is qualified in its entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission filings, including the Company’s annual report on Form 10-K filed with the Commission on February 27, 2014.

The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. With respect to the Company’s expectations regarding all of these statements, including its financial and operational guidance, such risk factors include, but are not limited to: (1) the ability and willingness of wireless service providers to maintain or increase their capital expenditures; (2) the Company’s ability to effectively integrate acquired communication sites into its business and to achieve the financial results projected in its valuation models for the acquired assets; (3) the Company’s ability to refinance its 8.25% Senior Notes, and its 4.0% Notes on expected terms; (4) the Company’s ability to secure and retain as many site leasing tenants as planned at anticipated lease rates; (5) the impact of continued consolidation among wireless service providers on the Company’s leasing revenue; (6) the Company’s ability to successfully manage the risks associated with international operations, including risks associated with foreign currency exchange rates; (7) the Company’s ability to secure and deliver

 

4


anticipated services business at contemplated margins; (8) the Company’s ability to maintain expenses and cash capital expenditures at appropriate levels for its business; (9) the Company’s ability to acquire land underneath towers on terms that are accretive; (10) the Company’s ability to realize economies of scale from its tower portfolio; (11) the Company’s ability to comply with covenants and the terms of its credit instruments; (12) the economic climate for the wireless communications industry in general and the wireless communications infrastructure providers in particular; (13) the continued dependence on towers and outsourced site development services by the wireless carriers; and (14) the Company’s ability to protect its rights to land under its towers. With respect to the Company’s plan for new builds, these factors also include zoning and regulatory approvals, weather, availability of labor and supplies and other factors beyond the Company’s control that could affect the Company’s ability to build 400 to 420 towers in 2014. With respect to its expectations regarding the ability to close pending acquisitions, these factors also include satisfactorily completing due diligence, the ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations and the availability of cash on hand or borrowing capacity under the Revolving Credit Facility to fund the consideration.

This press release contains non-GAAP financial measures. Reconciliation of each of these non-GAAP financial measures and the other Regulation G information is presented below under “Non-GAAP Financial Measures.”

This press release will be available on our website at www.sbasite.com.

About SBA Communications Corporation

SBA Communications Corporation is a first choice provider and leading owner and operator of wireless communications infrastructure in North, Central, and South America. By “Building Better Wireless,” SBA generates revenue from two primary businesses – site leasing and site development services. The primary focus of the Company is the leasing of antenna space on its multi-tenant communication sites to a variety of wireless service providers under long-term lease contracts. For more information please visit: www.sbasite.com.

Contacts

Mark DeRussy, CFA

Capital Markets

561-226-9531

Lynne Hopkins

Media Relations

561-226-9431

 

5


CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts) (unaudited)

 

     For the three months
ended March 31,
 
     2014     2013  

Revenues:

    

Site leasing

   $ 309,320      $ 273,504   

Site development

     36,230        39,567   
  

 

 

   

 

 

 

Total revenues

     345,550        313,071   
  

 

 

   

 

 

 

Operating expenses:

    

Cost of revenues (exclusive of depreciation, accretion, and amortization shown below):

    

Cost of site leasing

     69,740        68,101   

Cost of site development

     27,427        32,594   

Selling, general, and administrative (1)

     24,676        20,431   

Acquisition related expenses

     8,561        5,822   

Asset impairment and decommission costs

     3,568        3,722   

Depreciation, accretion, and amortization

     144,442        125,636   
  

 

 

   

 

 

 

Total operating expenses

     278,414        256,306   
  

 

 

   

 

 

 

Operating income

     67,136        56,765   
  

 

 

   

 

 

 

Other income (expense):

    

Interest income

     86        641   

Interest expense

     (66,027     (59,465

Non-cash interest expense

     (10,304     (17,364

Amortization of deferred financing fees

     (4,237     (3,604

Loss from extinguishment of debt, net

     (1,951     (142

Other income (expense)

     18,390        152   
  

 

 

   

 

 

 

Total other expense

     (64,043     (79,782
  

 

 

   

 

 

 

Income (loss) before provision for income taxes

     3,093        (23,017

Benefit (provision) for income taxes

     (1,686     641   
  

 

 

   

 

 

 

Net income (loss)

   $ 1,407      $ (22,376
  

 

 

   

 

 

 

Income (loss) per common share

    

Basic

   $ 0.01      $ (0.18
  

 

 

   

 

 

 

Diluted

   $ 0.01      $ (0.18
  

 

 

   

 

 

 

Weighted average number of common shares

    

Basic

     128,560        127,057   
  

 

 

   

 

 

 

Diluted

     138,356        127,057   
  

 

 

   

 

 

 

 

(1) Includes non-cash compensation of $4,541 and $3,817 for the three months ended March 31, 2014 and 2013, respectively.

 

6


CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     March 31,
2014
    December 31,
2013
 
     (unaudited)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 322,914      $ 122,112   

Restricted cash

     35,220        47,305   

Short-term investments

     5,054        5,446   

Accounts receivable, net of allowance of $827 and $686 at March 31, 2014 and December 31, 2013, respectively

     68,102        71,339   

Costs and estimated earnings in excess of billings on uncompleted contracts

     22,114        27,864   

Prepaid and other current assets

     62,724        69,586   
  

 

 

   

 

 

 

Total current assets

     516,128        343,652   

Property and equipment, net

     2,693,015        2,578,444   

Intangible assets, net

     4,081,286        3,387,198   

Deferred financing fees, net

     80,578        73,042   

Other assets

     420,335        400,852   
  

 

 

   

 

 

 

Total assets

   $ 7,791,342      $ 6,783,188   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current Liabilities:

    

Accounts payable

   $ 26,310      $ 24,302   

Accrued expenses

     79,639        86,131   

Current maturities of long-term debt

     503,776        481,886   

Deferred revenue

     89,915        94,658   

Accrued interest

     42,205        46,689   

Other current liabilities

     14,934        14,007   
  

 

 

   

 

 

 

Total current liabilities

     756,779        747,673   

Long-term liabilities:

    

Long-term debt

     6,365,982        5,394,721   

Other long-term liabilities

     272,393        283,828   
  

 

 

   

 

 

 

Total long-term liabilities

     6,638,375        5,678,549   

Redeemable noncontrolling interests

     —          —     

Shareholders’ equity:

    

Preferred stock - par value $.01, 30,000 shares authorized, no shares issued or outstanding

     —          —     

Common stock - Class A, par value $.01, 400,000 shares authorized, 128,788 and 128,432 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively

     1,288        1,284   

Additional paid-in capital

     2,912,250        2,907,446   

Accumulated deficit

     (2,516,678     (2,518,085

Accumulated other comprehensive income (loss), net

     (672     (33,679
  

 

 

   

 

 

 

Total shareholders’ equity

     396,188        356,966   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 7,791,342      $ 6,783,188   
  

 

 

   

 

 

 

 

7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

 

     For the three months
ended March 31,
 
     2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income (loss)

   $ 1,407      $ (22,376

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation, accretion, and amortization

     144,442        125,636   

Non-cash interest expense

     10,304        17,364   

Deferred income tax (benefit) expense

     474        (1,802

Non-cash asset impairment and decommission costs

     3,213        2,892   

Non-cash compensation expense

     4,618        3,874   

Amortization of deferred financing fees

     4,237        3,604   

Loss from extinguishment of debt, net

     1,951        142   

Other non-cash items reflected in the Statements of Operations

     (297     166   

Changes in operating assets and liabilities, net of acquisitions:

    

Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net

     8,644        (13,688

Prepaid and other assets

     1,196        (18,434

Accounts payable and accrued expenses

     657        (400

Accrued interest

     (4,485     (2,094

Other liabilities

     2,604        (656
  

 

 

   

 

 

 

Net cash provided by operating activities

     178,965        94,228   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Acquisitions and related earn-outs

     (933,110     (209,542

Capital expenditures

     (32,238     (36,423

Other investing activities

     444        1,308   
  

 

 

   

 

 

 

Net cash used in investing activities

     (964,904     (244,657
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Net repayments under Revolving Credit Facility

     (215,000     —     

Repayment of Term Loans

     (293,000     (4,500

Proceeds from employee stock purchase/stock option plans

     89        4,325   

Proceeds from Term Loans, net of fees

     1,484,213        —     

Proceeds from settlement of convertible note hedges

     1        45,230   

Repayment of BNDES Loans

     (6,105     —     

Principal payments under capital lease obligations

     (433     (395

Payment of deferred financing fees

     (1,419     (851

Payment for purchase of noncontrolling interests

     —          (6,008

Other financing activities

     414        —     
  

 

 

   

 

 

 

Net cash provided by financing activities

     968,760        37,801   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     17,981        1,759   

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     200,802        (110,869

CASH AND CASH EQUIVALENTS:

    

Beginning of period

     122,112        233,099   
  

 

 

   

 

 

 

End of period

   $ 322,914      $ 122,230   
  

 

 

   

 

 

 

 

8


Selected Capital Expenditure Detail

 

     
     For the three months ended  
     March 31,  
     2014      2013  
     (in thousands)  

Tower new build construction

   $ 16,236       $ 23,368   

Tower upgrades/augmentations

     11,120         8,322   

Purchase of headquarters building

     144         —     

Non-discretionary capital expenditures:

     

Maintenance/improvement capital expenditures

     2,935         3,046   

General corporate expenditures

     1,803         1,687   
  

 

 

    

 

 

 

Total non-discretionary capital expenditures

     4,738         4,733   
  

 

 

    

 

 

 

Total capital expenditures

   $ 32,238       $ 36,423   
  

 

 

    

 

 

 

Communication Site Portfolio Summary

 

     Domestic     International     Total  

Sites owned at December 31, 2013

     14,886        5,193        20,079   

Sites acquired during the first quarter

     177        2,011        2,188   

Sites built during the first quarter

     30        27        57   

Sites decommissioned during the first quarter

     (59     (2     (61
  

 

 

   

 

 

   

 

 

 

Sites owned at March 31, 2014

     15,034        7,229        22,263   
  

 

 

   

 

 

   

 

 

 

Non-GAAP Financial Measures

The press release contains non-GAAP financial measures including (i) Site Leasing Segment Operating Profit, Site Development Segment Operating Profit, and Segment Operating Profit Margin; (ii) Cash Site Leasing Revenue; (iii) Tower Cash Flow and Tower Cash Flow Margin; (iv) Adjusted EBITDA, Annualized Adjusted EBITDA, and Adjusted EBITDA Margin; (v) Net Debt, Net Secured Debt, Leverage Ratio, and Secured Leverage Ratio (collectively, our “Non-GAAP Debt Measures”); and (vi) Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”), and AFFO per share.

We have included these non-GAAP financial measures because we believe that they provide investors additional tools in understanding our financial performance and condition. Specifically, we believe that:

(1) Segment Operating Profit is an indicator of the operating performance of our site leasing and site development segments;

(2) Cash Site Leasing Revenue and Tower Cash Flow are indicators of the performance of our site leasing operations;

(3) Adjusted EBITDA, FFO, AFFO, and AFFO per share are useful indicators of the financial performance of our core businesses; and

(4) Our Non-GAAP Debt Measures provide investors a more complete understanding of our net debt and leverage position as they include the full principal amount of our debt which will be due at maturity.

In addition, Total Tower Cash Flow, Adjusted EBITDA, and our Non-GAAP Debt Measures are components of the calculations used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement, 8.25% Notes, 5.625% Notes, and 5.75% Notes. These non-GAAP financial measures are not intended to be an alternative to any of the financial measures provided in our results of operations or our balance sheet as determined in accordance with GAAP.

 

9


We believe that FFO, AFFO, and AFFO per share, which are also being used by American Tower Corporation and Crown Castle International (our two public company peers in the communication site industry), provide investors useful indicators of the financial performance of our core business and permit investors an additional tool to evaluate the performance of our business against those of our two principal competitors. FFO, AFFO and AFFO per share are not necessarily indicative of the operating results that would have been achieved had we converted to a REIT. In addition, our FFO, AFFO, and AFFO per share may not be comparable to those reported in accordance with National Association of Real Estate Investment Trusts or by the other communication site companies as the calculation of these non-GAAP measures requires us to estimate the impact had we converted to a REIT, including estimates of the tax provision adjustment to reflect our estimate of our cash taxes had we been a REIT.

Segment Operating Profit and Segment Operating Profit Margin

The reconciliation of Site Leasing Segment Operating Profit and Site Development Segment Operating Profit and the calculation of Segment Operating Profit Margin are as follows:

 

     Site Leasing Segment     Site Development Segment  
     For the three months     For the three months  
     ended March 31,     ended March 31,  
     2014     2013     2014     2013  
     (in thousands)  

Segment revenue

   $ 309,320      $ 273,504      $ 36,230      $ 39,567   

Segment cost of revenues (excluding depreciation, accretion, and amortization)

     (69,740     (68,101     (27,427     (32,594
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment operating profit

   $ 239,580      $ 205,403      $ 8,803      $ 6,973   
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment operating profit margin

     77.5     75.1     24.3     17.6
  

 

 

   

 

 

   

 

 

   

 

 

 

 

10


Cash Site Leasing Revenue, Tower Cash Flow, and Tower Cash Flow Margin

The table below sets forth the reconciliation of Cash Site Leasing Revenue and Tower Cash Flow to their most comparable GAAP measurement and Tower Cash Flow Margin, which is calculated by dividing Tower Cash Flow by Cash Site Leasing Revenue. Tower Cash Flow for each of the periods set forth in the Outlook section above will be calculated in the same manner.

 

     Domestic Site Leasing     Int’l Site Leasing     Total Site Leasing  
     For the three months
ended March 31,
    For the three months
ended March 31,
    For the three months
ended March 31,
 
     2014     2013     2014     2013     2014     2013  
     (in thousands)  

Site leasing revenue

   $ 275,061      $ 254,072      $ 34,259      $ 19,432      $ 309,320      $ 273,504   

Non-cash straight-line leasing revenue

     (6,394     (15,732     (4,633     (1,727     (11,027     (17,459
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash site leasing revenue

     268,667        238,340        29,626        17,705        298,293        256,045   

Site leasing cost of revenues (excluding depreciation, accretion, and amortization)

     (62,214     (61,390     (7,526     (6,711     (69,740     (68,101

Non-cash straight-line ground lease expense

     7,930        8,055        1,043        1,064        8,973        9,119   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Tower Cash Flow

   $ 214,383      $ 185,005      $ 23,143      $ 12,058      $ 237,526      $ 197,063   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Tower Cash Flow Margin

     79.8     77.6     78.1     68.1     79.6     77.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA, Annualized Adjusted EBITDA and Adjusted EBITDA Margin

The table below sets forth the reconciliation of Adjusted EBITDA to its most comparable GAAP measurement. Adjusted EBITDA for each of the periods set forth in the Outlook section above will be calculated in the same manner:

 

     For the three months
ended March 31,
 
    
     2014     2013  
     (in thousands)  

Net income (loss)

   $ 1,407      $ (22,376

Non-cash straight-line leasing revenue

     (11,027     (17,459

Non-cash straight-line ground lease expense

     8,973        9,119   

Non-cash compensation

     4,618        3,874   

Loss from extinguishment of debt, net

     1,951        142   

Other (income) expense

     (18,390     (152

Acquisition related expenses

     8,561        5,822   

Asset impairment and decommission costs

     3,568        3,722   

Interest income

     (86     (641

Total interest expense (1)

     80,568        80,433   

Depreciation, accretion, and amortization

     144,442        125,636   

Provision (benefit) for taxes (2)

     2,084        (400
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 226,669      $ 187,720   
  

 

 

   

 

 

 

Annualized Adjusted EBITDA (3)

   $ 906,676      $ 750,880   
  

 

 

   

 

 

 

 

(1) Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.
(2) For the three months ended March 31, 2014 and 2013, these amounts included $398 and $241, respectively, of franchise taxes reflected in the Statements of Operations in selling, general and administrative expenses.
(3) Annualized Adjusted EBITDA is calculated as Adjusted EBITDA for the most recent quarter multiplied by four.

 

11


The calculation of Adjusted EBITDA Margin is as follows:

 

     For the three months
ended March 31,
 
     2014     2013  
     (in thousands)  

Total revenues

   $ 345,550      $ 313,071   

Non-cash straight-line leasing revenue

     (11,027     (17,459
  

 

 

   

 

 

 

Total revenues minus non-cash straight-line leasing revenue

   $ 334,523      $ 295,612   
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 226,669      $ 187,720   
  

 

 

   

 

 

 

Adjusted EBITDA Margin

     67.8     63.5
  

 

 

   

 

 

 

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

The tables below set forth the reconciliations of FFO and AFFO to their most comparable GAAP measurement. AFFO for each of the periods set forth in the Outlook section above will be calculated in the same manner:

 

     For the three months
ended March 31,
 
     2014     2013  
     (in thousands)  

Net income (loss)

   $ 1,407      $ (22,376

Adjusted tax provision (1)

     (110     (1,957

Real estate related depreciation, amortization, and accretion

     142,957        124,540   
  

 

 

   

 

 

 

FFO

   $ 144,254      $ 100,207   
  

 

 

   

 

 

 

Adjustments to FFO:

    

Non-cash straight-line leasing revenue

     (11,027     (17,459

Non-cash straight-line ground lease expense

     8,973        9,119   

Non-cash compensation

     4,618        3,874   

Non-real estate related depreciation, amortization, and accretion

     1,485        1,096   

Amortization of deferred financing costs and debt discounts

     14,541        20,968   

Interest deemed paid upon conversion of convertible notes

     —          3,646   

Loss from extinguishment of debt, net

     1,951        142   

Other (income) expense

     (18,390     (152

Acquisition related expenses

     8,561        5,822   

Asset impairment and decommission costs

     3,568        3,722   

Non-discretionary cash capital expenditures

     (4,738     (4,733
  

 

 

   

 

 

 

AFFO

   $ 153,796      $ 126,252   
  

 

 

   

 

 

 

Weighted average number of common shares (2)

     129,822        128,409   
  

 

 

   

 

 

 

AFFO per share

   $ 1.18      $ 0.98   
  

 

 

   

 

 

 

 

(1) Adjusts the income tax provision during the period, to reflect our estimate of cash income taxes (primarily foreign taxes) that would have been payable had we been a REIT.
(2) For purposes of the AFFO per share calculation, the basic weighted average number of common shares has been adjusted to include the dilutive effect of stock options and restricted stock units.

 

12


Net Debt, Leverage Ratio, and Secured Leverage Ratio

Net Debt is calculated using the notional principal amount of outstanding debt. Under GAAP policies, the notional principal amount of the Company’s outstanding debt is not necessarily reflected on the face of the Company’s financial statements.

The Net Debt and Leverage calculations are as follows:

 

     March 31,
2014
 
     (in thousands)  

2010-1 Tower Securities

   $ 680,000   

2010-2 Tower Securities

     550,000   

2012-1 Tower Securities

     610,000   

2013-1C Tower Securities

     425,000   

2013-2C Tower Securities

     575,000   

2013-1D Tower Securities

     330,000   

2012-1 Term Loan A

     182,500   

2014 Term Loan B (carrying value of $1,496,047)

     1,500,000   

BNDES Loans

     212   
  

 

 

 

Total secured debt

     4,852,712   

4.0% Convertible Senior Notes (carrying value of $478,564)

     499,910   

8.25% 2019 Senior Notes (carrying value of $242,435)

     243,750   

5.625% 2019 Senior Notes

     500,000   

5.75% 2020 Senior Notes

     800,000   
  

 

 

 

Total unsecured debt

     2,043,660   
  

 

 

 

Total debt

   $ 6,896,372   
  

 

 

 

Leverage Ratio

  

Total debt

   $ 6,896,372   

Less: Cash and cash equivalents, short-term restricted cash and short-term investments

     (363,188
  

 

 

 

Net debt

   $ 6,533,184   
  

 

 

 

Divided by: Annualized Adjusted EBITDA

   $ 906,676   
  

 

 

 

Leverage Ratio

     7.2x   
  

 

 

 

Secured Leverage Ratio

  

Total secured debt

   $ 4,852,712   

Less: Cash and cash equivalents, short-term restricted cash and short-term investments

     (363,188
  

 

 

 

Net Secured Debt

   $ 4,489,524   
  

 

 

 

Divided by: Annualized Adjusted EBITDA

   $ 906,676   
  

 

 

 

Secured Leverage Ratio

     5.0x   
  

 

 

 

 

13