Exhibit 99.1

 

 

Contact: Leah Stearns

Vice President, Investor Relations & Treasurer

Telephone: (617) 375-7500

AMERICAN TOWER CORPORATION REPORTS

FOURTH QUARTER AND FULL YEAR 2013 FINANCIAL RESULTS

 

CONSOLIDATED HIGHLIGHTS
Fourth Quarter 2013		Full Year 2013
•     Total revenue increased 22.6% to $942.0 million		•     Total revenue increased 16.9% to $3,361.4 million
•     Operating income increased 4.9% to $292.9 million		•     Operating income increased 8.4% to $1,214.3 million
•     Cash provided by operating activities increased 52.6% to $454.6 million		•     Cash provided by operating activities increased 13.1% to $1,599.0 million
SEGMENT HIGHLIGHTS
Fourth Quarter 2013		Full Year 2013
•     Domestic rental and management segment revenue increased 24.6% to $622.7 million		•     Domestic rental and management segment revenue increased 12.8% to $2,189.4 million
•     International rental and management segment revenue increased 25.6% to $301.2 million		•     International rental and management segment revenue increased 27.2% to $1,097.7 million
•     Network development services segment revenue was $18.1 million		•     Network development services segment revenue was $74.3 million

Boston, Massachusetts – February 25, 2014: American Tower Corporation (NYSE: AMT) today reported financial results for the fourth quarter and full year ended December 31, 2013.

Jim Taiclet, American Tower’s Chief Executive Officer stated, “In 2013, our global sales and operations teams delivered record levels of new leasing business. Collocations, amendments and annual escalators, net of churn, drove Organic Core Growth of 8.7% domestically and 13.5% in our international markets. In addition, we added over 10,000 towers to our portfolio via acquisitions, predominantly in our three largest markets, the U.S., Mexico and Brazil. We are especially pleased with the quality and performance to date of the Global Tower Partners assets, which expanded our domestic tower count by over 20%.

Moreover, we completed the construction of over 2,000 towers in 2013, ending the year with a total of over 67,000 sites. Taken together, our strong organic growth and successful portfolio expansion initiatives made for a great start to achieving our aspirational goal of doubling our 2012 AFFO per Share by 2017.”

FOURTH QUARTER 2013 OPERATING RESULTS OVERVIEW

American Tower generated the following operating results for the quarter ended December 31, 2013 (unless otherwise indicated, all comparative information is presented against the quarter ended December 31, 2012).

Total revenue increased 22.6% to $942.0 million and total rental and management revenue increased 24.9% to $923.9 million. Total rental and management revenue Core Growth was approximately 30.8%, and total rental and management Organic Core Growth was approximately 11.2%. 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 December 31, 2013.

Total rental and management Gross Margin increased 23.0% to $692.4 million. Total selling, general, administrative and development expense was $116.8 million, including $14.6 million of stock-based compensation expense. Adjusted EBITDA increased 19.9% to $600.1 million. Core Growth in Adjusted EBITDA was 27.3%, and Adjusted EBITDA Margin was 64%.

Adjusted Funds From Operations (AFFO) increased 28.1% to $378.2 million, AFFO per Share increased 28.4% to $0.95, and Core Growth in AFFO was approximately 27.4%.

 

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Operating income increased 4.9% to $292.9 million, and net income attributable to American Tower Corporation decreased 26.3% to $100.0 million, which was primarily attributable to the Company’s recognition of unrealized non-cash losses of $60.0 million associated with fluctuations in foreign currency exchange rates related to intercompany loans and similar unaffiliated balances. Net income attributable to American Tower Corporation per basic and diluted common share both decreased 26.5% to $0.25.

Cash provided by operating activities increased 52.6% to $454.6 million.

Segment Results

Domestic Rental and Management Segment – Domestic rental and management segment revenue increased 24.6% to $622.7 million, which represented 66% of total revenues, and domestic rental and management segment Gross Margin increased 20.2% to $499.6 million. Domestic rental and management segment Operating Profit increased 19.7% to $467.2 million, and domestic rental and management segment Operating Profit Margin was 75%.

International Rental and Management Segment – International rental and management segment revenue increased 25.6% to $301.2 million, which represented 32% of total revenues. International rental and management segment Gross Margin increased 30.9% to $192.8 million, while international rental and management segment Operating Profit increased 35.8% to $163.3 million. International rental and management segment Operating Profit Margin was 54% (75%, excluding the impact of $83.3 million of pass-through revenues).

Network Development Services Segment – Network development services segment revenue was $18.1 million, which represented 2% of total revenues. Network development services segment Gross Margin was $9.9 million, and network development services segment Operating Profit was $7.8 million. Network development services segment Operating Profit Margin was 43%.

FULL YEAR 2013 OPERATING RESULTS OVERVIEW

American Tower generated the following operating results for the twelve months ended December 31, 2013 (unless otherwise indicated, all comparative information is presented against the twelve months ended December 31, 2012).

Total revenue increased 16.9% to $3,361.4 million and total rental and management revenue increased 17.2% to $3,287.1 million. Total rental and management revenue Core Growth was approximately 22.1%, and total rental and management revenue Organic Core Growth was approximately 9.9%. Please refer to the selected statement of operations detail on page 13, which highlights the items affecting all Core Growth percentages for the twelve months ended December 31, 2013.

Total rental and management Gross Margin increased 16.4% to $2,481.6 million. Total selling, general, administrative and development expense was $415.5 million, including $66.6 million of stock-based compensation expense. Adjusted EBITDA increased 15.0% to $2,176.4 million, Core Growth in Adjusted EBITDA was 19.8%, and the Adjusted EBITDA Margin was 65%.

AFFO increased 20.2% to $1,469.5 million, AFFO per Share increased 20.3% to $3.68, and Core Growth in AFFO was approximately 23.1%.

Operating income increased 8.4% to $1,214.3 million, while net income attributable to American Tower Corporation decreased 13.5% to $551.3 million. The decrease was primarily attributable to the Company’s recognition of unrealized non-cash losses of $211.7 million associated with fluctuations in foreign currency exchange rates related to intercompany loans and similar unaffiliated balances. Net income attributable to American Tower Corporation per basic common share decreased 13.0% to $1.40, and net income attributable to American Tower Corporation per diluted common share decreased 13.8% to $1.38.

Cash provided by operating activities increased 13.1% to $1,599.0 million.

Segment Results

Domestic Rental and Management Segment – Domestic rental and management segment revenue increased 12.8% to $2,189.4 million, which represented 65% of total revenues. Domestic rental and management segment Gross Margin increased 12.7% to 1,783.9 million, while domestic rental and management segment Operating Profit increased 12.2% to $1,680.0 million. Domestic rental and management segment Operating Profit Margin was 77%.

International Rental and Management Segment – International rental and management segment revenue increased 27.2% to $1,097.7 million, which represented 33% of total revenues. International rental and management segment Gross Margin increased 27.1% to $697.6 million, while international rental and management segment Operating Profit increased 26.7% to $574.3 million. International rental and management segment Operating Profit Margin was 52% (72%, excluding the impact of $295.5 million of pass-through revenues).

Network Development Services Segment – Network development services segment revenue was $74.3 million, which represented 2% of total revenues. Network development services segment Gross Margin was $43.8 million, and network development services segment Operating Profit was $34.5 million. Network development services segment Operating Profit Margin was 46%.

 

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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, Organic Core Growth, New Property 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 15.

INVESTING OVERVIEW

Distributions – On December 31, 2013, the Company paid its fourth quarter distribution of $0.29 per share, or a total of approximately $114.5 million, to stockholders of record at the close of business on December 16, 2013.

During the twelve months ended December 31, 2013, the Company declared an aggregate of $1.10 per share in distributions, or a total of approximately $434.5 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 fourth quarter of 2013, total capital expenditures of $276.3 million included $170.8 million for discretionary capital projects, including spending to complete the construction of 126 towers and the installation of 5 distributed antenna system networks and 448 shared generators domestically and the construction of 878 towers and the installation of 20 distributed antenna system networks internationally; $29.3 million to purchase land under the Company’s communications sites; $4.5 million for start-up capital projects in recently launched markets; $45.7 million for the redevelopment of existing communications sites to accommodate new tenant equipment; and $25.9 million for capital improvements and corporate capital expenditures.

During the twelve months ended December 31, 2013, total capital expenditures of $724.5 million included $381.6 million for discretionary capital projects, including spending to complete the construction of 318 towers and the installation of 13 distributed antenna system networks and 1,306 shared generators domestically and the construction of 1,991 towers and the installation of 48 distributed antenna system networks internationally; $83.8 million to purchase land under the Company’s communications sites; $26.7 million for start-up capital projects in recently launched markets; $120.8 million for the redevelopment of existing communications sites to accommodate new tenant equipment; and $111.6 million for capital improvements and corporate capital expenditures.

Cash Paid for Acquisitions – During the fourth quarter of 2013, the Company spent $4,096.1 million and assumed $1,576.2 million of debt for the purchase of 4,869 towers and 680 property interests under third-party communications sites domestically and 4,241 towers internationally. The international towers consisted of 2,178 towers in Brazil, 1,496 towers in Mexico, 456 towers in Costa Rica, 57 towers in Panama and 54 towers in South Africa.

During the twelve months ended December 31, 2013, the Company spent $4,461.8 million and assumed $1,576.2 million of debt for the purchase of 4,928 towers and 680 property interests under third-party communications sites domestically and 5,771 towers internationally.

Stock Repurchase Program – On September 6, 2013, the Company temporarily suspended its stock repurchases following the signing of its agreement to acquire MIP Tower Holdings LLC, the parent company of Global Tower Partners (GTP). Accordingly, during the fourth quarter of 2013, the Company did not repurchase any shares of its common stock.

During the twelve months ended December 31, 2013, the Company repurchased a total of approximately 1.9 million shares of its common stock for approximately $145.0 million pursuant to its stock repurchase program.

FINANCING OVERVIEW

Leverage – For the quarter ended December 31, 2013, the Company’s Net Leverage Ratio was approximately 5.9x net debt (total debt less cash and cash equivalents) to fourth quarter 2013 annualized Adjusted EBITDA.

Liquidity – As of December 31, 2013, the Company had approximately $2.3 billion of total liquidity, comprised of approximately $0.3 billion in cash and cash equivalents, plus the ability to borrow an aggregate of approximately $2.0 billion under its revolving credit facilities, net of any outstanding letters of credit.

Recent Financing Activities– Since the beginning of the fourth quarter of 2013, the Company has completed the following financing-related activities:

 

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Refinanced its $750 million 2012 term loan with a new $1.5 billion 2013 term loan, which extended the maturity to January 3, 2019 and reduced the drawn spread by 50 basis points to LIBOR plus 1.25%;

 

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Entered into a 5.2 billion Mexican Peso (MXN) denominated loan, of which 4.9 billion MXN (approximately $374.7 million) was drawn to fund the initial purchase of sites from NII Holdings, Inc. in Mexico; and

 

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Completed a reopening of $250 million of its 3.40% senior notes due 2019 and $500 million of its 5.00% senior notes due 2024.

 

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FULL YEAR 2014 OUTLOOK

The following estimates are based on a number of assumptions that management believes to be reasonable and reflect the Company’s expectations as of February 25, 2014. Actual results may differ materially from these estimates as a result of various factors, and the Company refers you to the cautionary language regarding “forward-looking” statements included in this press release when considering this information.

The Company’s outlook is based on the following average foreign currency exchange rates to 1.00 U.S. Dollar for the full year 2014: (a) 2.40 Brazilian Reais; (b) 550.00 Chilean Pesos; (c) 2,000.00 Colombian Pesos; (d) 0.76 Euros; (e) 2.65 Ghanaian Cedi; (f) 63.00 Indian Rupees; (g) 13.30 Mexican Pesos; (h) 2.85 Peruvian Soles; (i) 11.00 South African Rand; and (j) 2,500.00 Ugandan Schillings.

A 5% fluctuation in average foreign currency exchange rates for the full year 2014 versus the rates assumed in the Company’s 2014 outlook would result in an impact of approximately $60 million in revenues, approximately $30 million in Adjusted EBITDA and approximately $25 million in AFFO, relative to the midpoints of the Company’s 2014 outlook.

 

($ in millions)		Full Year 2014										Midpoint Growth				Midpoint Core Growth
Total rental and management revenue		$	3,820			to		$	3,910				17.6	%			23.2	%
Adjusted EBITDA (1)			2,500			to			2,560				16.2	%			22.3	%
Adjusted Funds From Operations (1)			1,680			to			1,740				16.4	%			20.6	%
Net Income			765			to			805				62.8	%			N/A

 

(1)	See “Non-GAAP and Defined Financial Measures” below.

The Company’s outlook for total rental and management revenue reflects the following at the midpoint: (1) domestic rental and management segment revenue of $2,570 million; and (2) international rental and management segment revenue of $1,295 million, which includes approximately $328 million of pass-through revenue.

The calculation of midpoint Core Growth is as follows:

 

(Totals may not add due to rounding.)		Total Rental and Management Revenue				Adjusted EBITDA				AFFO
Outlook midpoint Core Growth			23.2	%			22.3	%			20.6	%
Estimated impact of fluctuations in foreign currency exchange rates			(3.5	)%			(2.8	)%			(3.5	)%
Impact of straight-line revenue and expense recognition			(2.0	)%			(3.1	)%			—
Impact of significant one-time items			—	%			(0.1	)%			(0.7	)%
Outlook midpoint growth			17.6	%			16.2	%			16.4	%

Outlook for Capital Expenditures:

($ in millions)

 

(Totals may not add due to rounding.)		Full Year 2014
Discretionary capital projects (1)		$	415			to		$	475
Ground lease purchases			105			to			115
Start-up capital projects			40			to			50
Redevelopment			170			to			180
Capital improvement (2)			100			to			110
Corporate			20			—			20
Total		$	850			to		$	950

 

(1)	Includes the construction of approximately 2,250 to 2,750 new communications sites.

(2)	Includes spending related to a lighting and monitoring system upgrade in the U.S. of approximately $15 million.

Reconciliations of Outlook for Net Income to Adjusted EBITDA:

($ in millions)

 

(Totals may not add due to rounding.)		Full Year 2014
Net income		$	765			to		$	805
Interest expense			597			to			580
Depreciation, amortization and accretion			965			to			985
Income tax provision			63			to			74
Stock-based compensation expense			80			—			80
Other, including other operating expenses, interest income, loss on retirement of long-term obligations, income (loss) on equity method investments and other income (expense)			30			to			36
Adjusted EBITDA		$	2,500			to		$	2,560

 

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Reconciliations of Outlook for Net Income to Adjusted Funds From Operations:

($ in millions)

 

(Totals may not add due to rounding.)		Full Year 2014
Net income		$	765			to		$	805
Straight-line revenue			(114	)		—			(114	)
Straight-line expense			41			—			41
Depreciation, amortization and accretion			965			to			985
Stock-based compensation expense			80			—			80
Non-cash portion of tax provision			(5	)		to			1
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			68			to			72
Capital improvement capital expenditures			(100	)		to			(110	)
Corporate capital expenditures			(20	)		—			(20	)
Adjusted Funds From Operations		$	1,680			to		$	1,740

Conference Call Information

American Tower will host a conference call today at 8:30 a.m. ET to discuss its financial results for the fourth quarter and full year ended December 31, 2013 and its outlook for 2014. 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: 36538581

When available, a replay of the call can be accessed until 11:59 p.m. ET on March 6, 2014. The replay dial-in numbers are as follows:

U.S./Canada dial-in: (855) 859-2056

International dial-in: (404) 537-3406

Passcode: 36538581

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 67,000 communications sites in the United States, Brazil, Chile, Colombia, Costa Rica, Germany, Ghana, India, Mexico, Panama, 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, Organic Core Growth, New Property 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 (expense) income, net income (loss) 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) from discontinued operations, net, income (loss) from equity method investments, income tax provision (benefit), other income (expense), loss on retirement of long-term obligations, interest expense, interest income, other operating 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, debt discounts and premiums

 

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and long-term deferred interest, (vi) other income (expense), (vii) loss on retirement of long-term obligations, (viii) other operating income (expense), and adjusted 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 Organic Core Growth in rental and management revenue 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, significant one-time items and revenue associated with new properties that the Company has added to the portfolio since the beginning of the prior period. The Company defines New Property Core Growth in rental and management revenue as the increase or decrease, expressed as a percentage, on the properties the Company has added to its portfolio since the beginning of the prior period, 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, Organic Core Growth, New Property 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 2014 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) if our tenants share site infrastructure to a significant degree or consolidate or merge, our growth, revenue and ability to generate positive cash flows could be materially and adversely affected; (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) our leverage and debt service obligations may materially and adversely affect us; (5) increasing competition in the tower industry may materially and adversely affect us; (6) 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; (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) 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; (9) we may fail to realize the growth prospects and cost savings anticipated as a result of, and will incur significant transaction and acquisition-related integration costs in connection with, our acquisition of GTP; (10) new technologies or changes in a tenant’s business model could make our tower leasing business less desirable and result in decreasing revenues; (11) if we fail to remain qualified as a REIT, we will be subject to tax at corporate income tax rates, which may substantially reduce funds otherwise available; (12) we may be limited in our ability to fund required distributions using cash generated through our TRSs; (13) complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities; (14) certain of our business activities may be subject to corporate level income tax and foreign taxes, which reduce our cash flows, and may create deferred and contingent tax liabilities; (15) we may need additional financing to fund capital expenditures, future growth and expansion initiatives and to satisfy our REIT distribution requirements; (16) if we are unable to protect our rights to the land under our towers, it could adversely affect our business and operating results; (17) 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 will be eliminated; (18) restrictive covenants in the agreements related to our securitization transactions, our credit facilities and 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) our costs could increase and our revenues could decrease due to perceived health risks from radio emissions, especially if these perceived risks are substantiated; (21) we could have liability under environmental and occupational safety and health laws; and (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. 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 September 30, 2013. We undertake no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.

 

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

		December 31, 2013				December 31, 2012(1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	293,576			$	368,618
Restricted cash			152,916				69,316
Short-term investments			18,612				6,018
Accounts receivable, net			151,084				143,562
Prepaid and other current assets			314,067				222,999
Deferred income taxes			22,401				25,754
Total current assets			952,656				836,267
Property and equipment, net			7,262,175				5,765,856
Goodwill			3,729,901				2,842,643
Other intangible assets, net			6,701,459				3,206,085
Deferred income taxes			262,529				209,589
Deferred rent asset			918,847				776,201
Notes receivable and other non-current assets			445,004				452,788
TOTAL		$	20,272,571			$	14,089,429
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable		$	171,050			$	89,578
Accrued expenses			415,324				286,962
Distributions payable			575				189
Accrued interest			105,751				71,271
Current portion of long-term obligations			70,132				60,031
Unearned revenue			161,926				124,147
Total current liabilities			924,758				632,178
Long-term obligations			14,408,146				8,693,345
Asset retirement obligations			526,869				435,624
Other non-current liabilities			822,758				644,101
Total liabilities			16,682,531				10,405,248
COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock			3,976				3,959
Additional paid-in capital			5,130,616				5,012,124
Distributions in excess of earnings			(1,081,467	)			(1,196,907	)
Accumulated other comprehensive loss			(311,220	)			(183,347	)
Treasury stock			(207,740	)			(62,728	)
Total American Tower Corporation equity			3,534,165				3,573,101
Noncontrolling interest			55,875				111,080
Total equity			3,590,040				3,684,181
TOTAL		$	20,272,571			$	14,089,429

 

(1)	December 31, 2012 balances have been revised to reflect purchase accounting measurement period adjustments.

 

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

		Three Months Ended								Twelve Months Ended
		December 31,								December 31
		2013				2012				2013				2012
REVENUES:
Rental and management		$	923,883			$	739,684			$	3,287,090			$	2,803,490
Network development services			18,086				28,690				74,317				72,470
Total operating revenues			941,969				768,374				3,361,407				2,875,960
OPERATING EXPENSES:
Costs of operations (exclusive of items shown separately below):
Rental and management (including stock-based compensation expense of $226, $199, $977 and $793, respectively)			243,277				180,561				828,742				686,681
Network development services (including stock-based compensation expense of $127, $219, $567 and $968, respectively)			8,292				13,645				31,131				35,798
Depreciation, amortization and accretion			244,811				178,488				800,145				644,276
Selling, general, administrative and development expense (including stock-based compensation expense of $14,630, $11,911 $66,594 and $50,222, respectively)			116,808				89,410				415,545				327,301
Other operating expenses			35,853				27,035				71,539				62,185
Total operating expenses			649,041				489,139				2,147,102				1,756,241
OPERATING INCOME			292,928				279,235				1,214,305				1,119,719
OTHER INCOME (EXPENSE):
Interest income, TV Azteca, net			11,562				3,543				22,235				14,258
Interest income			4,238				1,427				9,706				7,680
Interest expense			(139,380	)			(104,043	)			(458,296	)			(401,665	)
Loss on retirement of long-term obligations			(734	)			—				(38,701	)			(398	)
Other expense (including unrealized foreign currency losses of $60,049, $21,483, $211,722 and $34,330, respectively)			(58,509	)			(18,832	)			(207,500	)			(38,300	)
Total other expense			(182,823	)			(117,905	)			(672,556	)			(418,425	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INCOME ON EQUITY METHOD INVESTMENTS			110,105				161,330				541,749				701,294
Income tax provision			(36,180	)			(43,187	)			(59,541	)			(107,304	)
Income on equity method investments			—				10				—				35
NET INCOME			73,925				118,153				482,208				594,025
Net loss attributable to noncontrolling interest			26,057				17,526				69,125				43,258
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION		$	99,982			$	135,679			$	551,333			$	637,283
NET INCOME PER COMMON SHARE AMOUNTS:
Basic net income attributable to American Tower Corporation		$	0.25			$	0.34			$	1.40			$	1.61
Diluted net income attributable to American Tower Corporation		$	0.25			$	0.34			$	1.38			$	1.60
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC			394,751				395,195				395,040				394,772
DILUTED			398,609				399,625				399,146				399,287

 

8

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Twelve Months Ended December 31,
		2013				2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	482,208			$	594,025
Adjustments to reconcile net income to cash provided by operating activities:
Stock-based compensation expense			68,138				51,983
Depreciation, amortization and accretion			800,145				644,276
Loss on early retirement of securitized debt			35,288				—
Other non-cash items reflected in statements of operations			231,764				130,517
Increase in net deferred rent asset			(115,443	)			(130,512	)
Increase in restricted cash			(52,717	)			(26,500	)
(Increase) decrease in assets			(115,118	)			40,961
Increase in liabilities			264,782				109,641
Cash provided by operating activities			1,599,047				1,414,391
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property and equipment and construction activities			(724,532	)			(568,048	)
Payments for acquisitions, net of cash acquired			(4,461,764	)			(1,997,955	)
Proceeds from sale of short-term investments, available-for-sale securities and other non-current assets			421,714				374,682
Payment for short-term investments			(427,267	)			(352,306	)
Deposits, restricted cash, investments and other			18,512				(14,758	)
Cash used in investing activities			(5,173,337	)			(2,558,385	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (repayments of) short-term borrowings, net			8,191				(55,264	)
Borrowings under credit facilities			3,507,000				2,582,000
Proceeds from issuance of senior notes, net			2,221,792				698,670
Proceeds from term loan credit facility			1,500,000				750,000
Proceeds from other long-term borrowings			402,688				177,299
Proceeds from issuance of securities in securitization transaction, net			1,778,496				—
Repayments of notes payable, credit facilities and capital leases			(5,337,339	)			(2,658,566	)
Contributions from noncontrolling interest holders, net			17,447				52,761
Purchases of common stock			(145,012	)			(62,728	)
Proceeds from stock options and Stock Purchase Plan			45,496				55,441
Distributions			(434,687	)			(355,574	)
Payment for early retirement of securitized debt			(29,234	)			—
Deferred financing costs and other financing activities			(9,273	)			(13,673	)
Cash provided by financing activities			3,525,565				1,170,366
Net effect of changes in foreign currency exchange rates on cash and cash equivalents			(26,317	)			12,055
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(75,042	)			38,427
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			368,618				330,191
CASH AND CASH EQUIVALENTS, END OF YEAR		$	293,576			$	368,618
CASH PAID FOR INCOME TAXES, NET		$	51,676			$	69,277
CASH PAID FOR INTEREST		$	397,366			$	366,458

 

9

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UNAUDITED RESULTS FROM OPERATIONS, BY SEGMENT

(In thousands, except percentages)

 

Three months ended December 31, 2013
		Rental and Management												Network Development Services				Total
		Domestic				International				Total
Segment revenues		$	622,705			$	301,178			$	923,883			$	18,086			$	941,969
Segment operating expenses (1)			123,146				119,905				243,051				8,165				251,216
Interest income, TV Azteca, net (2)			—				11,562				11,562				—				11,562
Segment Gross Margin			499,559				192,835				692,394				9,921				702,315
Segment selling, general, administrative and development expense (1)			32,325				29,585				61,910				2,152				64,062
Segment Operating Profit		$	467,234			$	163,250			$	630,484			$	7,769			$	638,253
Segment Operating Profit Margin			75	%			54	%			68	%			43	%			68	%

 

Three months ended December 31, 2013
		Rental and Management												Network Development Services				Total
		Domestic				International				Total
Segment revenues		$	499,865			$	239,819			$	739,684			$	28,690			$	768,374
Segment operating expenses (1)			84,367				95,995				180,362				13,426				193,788
Interest income, TV Azteca, net			—				3,543				3,543				—				3,543
Segment Gross Margin			415,498				147,367				562,865				15,264				578,129
Segment selling, general, administrative and development expense (1)			25,025				27,146				52,171				2,334				54,505
Segment Operating Profit		$	390,473			$	120,221			$	510,694			$	12,930			$	523,624
Segment Operating Profit Margin			78	%			50	%			69	%			45	%			68	%

 

Twelve months ended December 31, 2013
		Rental and Management												Network Development Services				Total
		Domestic				International				Total
Segment revenues		$	2,189,365			$	1,097,725			$	3,287,090			$	74,317			$	3,361,407
Segment operating expenses (1)			405,419				422,346				827,765				30,564				858,329
Interest income, TV Azteca, net (2)			—				22,235				22,235				—				22,235
Segment Gross Margin			1,783,946				697,614				2,481,560				43,753				2,525,313
Segment selling, general, administrative and development expense (1)			103,989				123,338				227,327				9,257				236,584
Segment Operating Profit		$	1,679,957			$	574,276			$	2,254,233			$	34,496			$	2,288,729
Segment Operating Profit Margin			77	%			52	%			69	%			46	%			68	%

 

Twelve months ended December 31, 2013
		Rental and Management												Network Development Services				Total
		Domestic				International				Total
Segment revenues		$	1,940,689			$	862,801			$	2,803,490			$	72,470			$	2,875,960
Segment operating expenses (1)			357,555				328,333				685,888				34,830				720,718
Interest income, TV Azteca, net			—				14,258				14,258				—				14,258
Segment Gross Margin			1,583,134				548,726				2,131,860				37,640				2,169,500
Segment selling, general, administrative and development expense (1)			85,663				95,579				181,242				6,744				187,986
Segment Operating Profit		$	1,497,471			$	453,147			$	1,950,618			$	30,896			$	1,981,514
Segment Operating Profit Margin			77	%			53	%			70	%			43	%			69	%

 

(1)	Excludes stock-based compensation expense.

(2)	Includes approximately $8.0 million of interest income received in connection with a partial loan prepayment by TV Azteca.

 

10

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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		December 31, 2013				Pro Forma December 31, 2013 (1)
2012 Credit Facility (1)		$	88,000			$	—
2013 Credit Facility (1)			1,853,000				1,143,000
2013 Term Loan			1,500,000				1,500,000
4.625% Senior Notes due 2015			599,794				599,794
7.000% Senior Notes due 2017			500,000				500,000
4.500% Senior Notes due 2018			999,520				999,520
3.400% Senior Notes due 2019 (1)			749,373				999,373
7.250% Senior Notes due 2019			296,748				296,748
5.050% Senior Notes due 2020			699,413				699,413
5.900% Senior Notes due 2021			499,414				499,414
4.700% Senior Notes due 2022			698,871				698,871
3.500% Senior Notes due 2023			992,520				992,520
5.000% Senior Notes due 2024 (1)			499,455				999,455
Total unsecured at American Tower Corporation			9,976,108				9,928,108
Secured Tower Revenue Securities, Series 2013-1A			500,000				500,000
Secured Tower Revenue Securities, Series 2013-2A			1,300,000				1,300,000
GTP Notes (2)			1,537,881				1,537,881
Unison Notes (3)			205,436				205,436
South African Facility (4)			88,334				88,334
Colombian Long-Term Credit Facility (4)			70,063				70,063
Colombian Bridge Loans (4)			56,058				56,058
Mexican Loan (4)			377,470				377,470
Costa Rica Loan (1) (5)			32,600				—
Shareholder loans (5) (6)			260,950				260,950
Capital leases			73,378				73,378
Total secured or subsidiary debt			4,502,170				4,469,570
Total debt		$	14,478,278			$	14,397,678
Cash and cash equivalents			293,576
Net debt (total debt less cash and cash equivalents)		$	14,184,702

 

(1)

Subsequent to the end of the fourth quarter of 2013, the Company (a) completed a registered public offering of $250.0 million principal amount of reopened 3.40% notes and $500.0 million principal amount of reopened 5.00% notes, the net proceeds of which, together with cash on hand, were used to repay $88.0 million of indebtedness under the 2012 Credit Facility, $710.0 million under the 2013 Credit Facility and the Costa Rica Loan.

(2)	The GTP Notes are secured debt and were assumed as a result of the acquisition of GTP.

(3)	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.

(4)	Denominated in local currency.

(5)	Denominated in USD.

(6)	Reflects balances attributable to minority shareholder loans in the Company’s joint ventures in Colombia, Ghana and Uganda.

 

		Three Months Ended
Calculation of Net Leverage Ratio ($ in thousands)		December 31, 2013
Total debt		$	14,478,278
Cash and cash equivalents			293,576
Numerator: net debt (total debt less cash and cash equivalents)		$	14,184,702
Adjusted EBITDA		$	600,137
Denominator: annualized Adjusted EBITDA			2,400,548
Net Leverage Ratio			5.9x

 

11

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UNAUDITED SELECTED FINANCIAL INFORMATION

(In thousands, except where noted. Totals may not add due to rounding.)

SELECTED BALANCE SHEET DETAIL (CONTINUED):

 

Share count rollforward: (in millions of shares)		Three Months Ended December 31, 2013				Twelve Months Ended December 31, 2013
Total common shares, beginning of period			394.5				395.1
Common shares repurchased			—				(1.9	)
Common shares issued			0.3				1.7
Total common shares outstanding, end of period (1)			394.9				394.9

 

(1)

As of December 31, 2013, excludes (a) 3.2 million potentially dilutive shares associated with vested and exercisable stock options with an average exercise price of $40.54 per share; (b) 2.9 million potentially dilutive shares associated with unvested stock options; and (c) 1.8 million potentially dilutive shares associated with unvested restricted stock units.

SELECTED STATEMENT OF OPERATIONS DETAIL:

Total rental and management straight-line revenue and expense (1):

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2013				2012				2013				2012
Total rental and management operations straight-line revenue		$	41,696			$	47,260			$	147,664			$	165,806
Total rental and management operations straight-line expense		$	8,413			$	7,553			$	29,732			$	33,700

 

(1)

In accordance with GAAP, the Company recognizes consolidated rental and management revenue and expense related to non-cancellable tenant 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. The above table sets forth 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.

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
International pass-through revenue detail:		2013				2012				2013				2012
Pass-through revenue		$	83,337			$	67,933			$	295,547			$	229,105

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
Prepaid rent detail (1):		2013				2012				2013				2012
Beginning balance		$	244,037			$	198,574			$	198,792			$	156,678
Cash			101,064				11,132				189,057				85,000
Amortization (2)			(18,924	)			(10,914	)			(61,672	)			(42,886	)
Ending balance		$	326,177			$	198,792			$	326,177			$	198,792

 

(1)	Reflects capital contributions and prepayments associated with long-term tenant leases and amortization of recognized GAAP revenue associated with the leases corresponding to the capital contributions or prepayments.

(2)	Includes the impact of fluctuations in foreign currency exchange rates.

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
Selling, general, administrative and development expense breakout:		2013				2012				2013				2012
Total rental and management overhead		$	61,910			$	52,171			$	227,327			$	181,242
Network development services segment overhead			2,152				2,334				9,257				6,744
Corporate and development expenses (1)			38,116				22,994				112,367				89,093
Stock-based compensation expense			14,630				11,911				66,594				50,222
Total		$	116,808			$	89,410			$	415,545			$	327,301

 

(1)	During the three months ended December 31, 2013, the Company incurred approximately $10.0 million of legal-related expenses. The Company expects to be reimbursed for substantially all of these expenses. However, the timing of such reimbursement is uncertain.

 

12

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UNAUDITED SELECTED FINANCIAL INFORMATION

($ in thousands. Totals may not add due to rounding.)

SELECTED STATEMENT OF OPERATIONS DETAIL (CONTINUED):

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 December 31, 2013		Total Rental and Management Revenue				Adjusted EBITDA				AFFO
Core Growth			30.8	%			27.3	%			27.4	%
Estimated impact of fluctuations in foreign currency exchange rates			(3.3	)%			(2.3	)%			(2.8	)%
Impact of straight-line revenue recognition			(2.6	)%			(3.1	)%			—
Impact of material one-time items			—				(1.9	)			3.5	%
Reported growth			24.9	%			19.9	%			28.1	%
Twelve Months Ended December 31, 2013
Core Growth			22.1	%			19.8	%			23.1	%
Estimated impact of fluctuations in foreign currency exchange rates			(2.3	)%			(1.6	)%			(2.0	)%
Impact of straight-line revenue recognition			(1.8	)%			(1.9	)%			—
Impact of material one-time items			(0.7	)%			(1.2	)%			(0.8	)%
Reported growth			17.2	%			15.0	%			20.2	%

The components of Core Growth in total rental and management revenue are as follows:

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2013				2012				2013				2012
Organic Core Growth			11.2	%			9.0	%			9.9	%			8.1	%
New Property Core Growth			19.6	%			10.3	%			12.2	%			13.0	%
Core Growth			30.8	%			19.3	%			22.1	%			21.1	%

SELECTED CASH FLOW DETAIL:

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
Payments for purchase of property and equipment and construction activities:		2013				2012				2013				2012
Discretionary - capital projects		$	170,772			$	86,850			$	381,632			$	279,015
Discretionary - ground lease purchases			29,326				33,887				83,842				82,349
Start-up capital projects			4,527				5,621				26,660				24,537
Redevelopment			45,710				27,954				120,797				86,656
Capital improvements			20,170				30,856				81,218				75,444
Corporate			5,778				5,853				30,383				20,047
Total		$	276,283			$	191,021			$	724,532			$	568,048

 

13

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UNAUDITED SELECTED FINANCIAL INFORMATION

($ in thousands. Totals may not add due to rounding.)

SELECTED PORTFOLIO DETAIL – OWNED SITES:

 

Tower Count (1):		As of September 30, 2013				Constructed				Acquired				Adjustments				As of December 31, 2013
United States			22,754				126				4,869				(10	)			27,739
Brazil			4,511				57				2,178				—				6,746
Chile			1,149				3				—				(2	)			1,150
Colombia			3,429				65				—				(33	)			3,461
Costa Rica			—				—				456				—				456
Germany			2,031				—				—				—				2,031
Ghana			1,954				26				—				(11	)			1,969
India			10,959				625				—				(55	)			11,529
Mexico			6,806				68				1,496				(1	)			8,369
Panama			—				—				57				—				57
Peru			499				—				—				(1	)			498
South Africa			1,828				18				54				—				1,900
Uganda			1,148				16				—				—				1,164
Total			57,068				1,004				9,110				(113	)			67,069

 

(1)	Excludes in-building and outdoor distributed antenna system networks.

UNAUDITED RECONCILIATIONS TO GAAP MEASURES AND THE CALCULATION OF DEFINED FINANCIAL MEASURES

(In thousands, except percentages. Totals may not add due to rounding.)

The reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA Margin are as follows:

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2013				2012				2013				2012
Net income		$	73,925			$	118,153			$	482,208			$	594,025
Income from equity method investments			—				(10	)			—				(35	)
Income tax provision			36,180				43,187				59,541				107,304
Other expense			58,509				18,832				207,500				38,300
Loss on retirement of long-term obligations			734				—				38,701				398
Interest expense			139,380				104,043				458,296				401,665
Interest income			(4,238	)			(1,427	)			(9,706	)			(7,680	)
Other operating expenses			35,853				27,035				71,539				62,185
Depreciation, amortization and accretion			244,811				178,488				800,145				644,276
Stock-based compensation expense			14,983				12,329				68,138				51,983
Adjusted EBITDA		$	600,137			$	500,630			$	2,176,362			$	1,892,421
Divided by total revenue			941,969				768,374				3,361,407				2,875,960
Adjusted EBITDA Margin			64	%			65	%			65	%			66	%

 

14

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UNAUDITED RECONCILIATIONS TO GAAP MEASURES AND THE CALCULATION OF DEFINED FINANCIAL MEASURES

(In thousands, except per share data. Totals may not add due to rounding.)

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 December 31,								Twelve Months Ended December 31,
		2013				2012				2013				2012
Net Income		$	73,925			$	118,153			$	482,208			$	594,025
Real estate related depreciation, amortization and accretion			215,964				154,329				701,292				562,298
Losses from sale or disposal of real estate and real estate related impairment charges			23,645				15,739				32,475				23,650
Adjustments for unconsolidated affiliates and noncontrolling interest			18,841				10,103				41,000				20,238
NAREIT Funds From Operations			332,375				298,324				1,256,975				1,200,211
Straight-line revenue			(41,696	)			(47,260	)			(147,664	)			(165,806	)
Straight-line expense			8,413				7,553				29,732				33,700
Stock-based compensation expense			14,983				12,329				68,138				51,983
Non-cash portion of tax provision			7,676				2,375				7,865				38,027
Non-real estate related depreciation, amortization and accretion			28,847				24,159				98,853				81,978
Amortization of deferred financing costs, capitalized interest and debt discounts and premiums and long-term deferred interest charges (1)			906				14,492				22,955				21,008
Other expense (2)			58,509				18,832				207,500				38,300
Loss on retirement of long-term obligations			734				—				38,701				398
Other operating expense (3)			12,208				11,296				39,064				38,535
Capital improvement capital expenditures (4)			(20,170	)			(30,856	)			(81,218	)			(75,444	)
Corporate capital expenditures			(5,778	)			(5,853	)			(30,383	)			(20,047	)
Adjustments for unconsolidated affiliates and noncontrolling interest			(18,841	)			(10,103	)			(41,000	)			(20,238	)
Adjusted Funds From Operations		$	378,166			$	295,288			$	1,469,518			$	1,222,605
Divided by weighted average diluted shares outstanding			398,609				399,625				399,146				399,287
Adjusted Funds From Operations per Share		$	0.95			$	0.74			$	3.68			$	3.06

 

(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 start-up capital projects.

 

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