Crown Castle Inc (CCI) 2013 Q4 法說會逐字稿

Ladies and gentlemen, thank you for standing by. Welcome to the Crown Castle International Q4 2013 earnings call. (Operator Instructions) I would like to remind everyone that this conference call is being recorded today, January 23, 2014.

I will now turn the conference over to Ms. Fiona McKone, VP of Corporate Finance and Investor Relations. Please go ahead, ma'am.

Good morning, everyone, and thank you all for joining us as we review our fourth-quarter and full-year 2013 results. With me on the call this morning are Ben Moreland, Crown Castle's Chief Executive Officer, and Jay Brown, Crown Castle's Chief Financial Officer.

To aid the discussion we will post the supplemental materials in the Investors section of our website at CrownCastle.com, which will discuss throughout the call this morning. This conference call will contain forward-looking statements and information based on management's current expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurances that such expectations will prove to have been correct.

Such forward-looking statements are subject to certain risks, uncertainties, and assumptions. Information about potential factors that could affect the Company's financial results is available in the press release and in the risk factors sections of the Company's filings with the SEC. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected.

Our statements are made as of today, January 23, 2014, and we assume no obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise. In addition, today's call includes discussions of certain non-GAAP financial measures, including adjusted EBITDA, funds from operations, funds from operations per share, adjusted funds from operations, and adjusted funds from operations per share. Tables reconciling such non-GAAP financial measures are available under the Investors section of the Company's website at CrownCastle.com.

With that, I'll turn the call over to Jay.

Thanks, Fiona, and good morning, everyone. We had an excellent 2013. In addition to delivering very strong results throughout the year, we achieved several significant accomplishments.

In December, we completed our $4.85 billion tower transaction with AT&T and have begun the integration process. We believe that this transaction will be accretive to our long-term growth rate and enhancing shareholder value. Further, this transaction solidifies our strategic objective of being the leader in shared wireless infrastructure in the US, which we believe is the largest, fastest-growing, and most profitable wireless market in the world.

Also during 2013, we completed the integration of the T-Mobile tower and NextG acquisitions that we closed in 2012. These expansions of our asset portfolio position us as the preeminent supplier of wireless infrastructure in the US with the most towers and small cell networks. Further, the timing of these acquisitions provides us with a large portfolio of well-located assets, just as the network densification part of the LTE deployment cycle is accelerating and the carriers are transitioning their focus from coverage to network quality.

Additionally, in the past two years we have completed more than $9 billion in financing activities. Also during 2013, we completed the necessary steps to convert to a REIT and announced our plan to initiate a quarterly dividend beginning in the first quarter of 2014. On January 1 of this year we commenced operating as a REIT.

In addition to these meaningful events, we consistently delivered strong results above our original expectations while maintaining financial flexibility to make opportunistic investments related to our core business that we believe will maximize long-term shareholder value. For the full year, as shown on slide three, we grew site rental revenue by 18%, adjusted EBITDA by 16%, and adjusted funds from operations per share by 40% compared to 2012. These results were considerably above our expectations at the beginning of 2013.

Further, our services business continued to outperform our expectations, delivering strong growth in 2013, as we continue to work very hard to meet customer deployment objectives and facilitate customers' installations on our sites. With that, let me turn to slide five as I highlight some of the results for the fourth quarter.

During the fourth quarter of 2013 we generated site rental revenue of $651 million, up 14% from the fourth quarter of 2012. This 14% growth included the benefit of 3% from the AT&T tower transaction. Further, churn and Australia currency movements negatively impacted revenue growth by approximately 1% each.

We saw a significant increase in US new leasing activity in the fourth quarter of 2013, representing a more than twofold increase compared to the same period in 2012. This more than twofold increase includes both new licenses and amendment activity, with new license activity representing 65% of new leasing activity. We believe this activity reflects the carriers' focus on deploying their equipment on additional sites to help ease capacity-related issues commonly referred to as site densification.

Further, during the fourth quarter of 2013 only 19% of total installations were covered by presold leasing agreements compared to over 70% of the installations in the same quarter of the prior year. I would also note that we are seeing tremendous leasing activities on our small cell network as carriers look for ways to improve their networks in areas not served by traditional macro sites.

With regards to our other metrics for the quarter, site rental growth margin declined as site rental revenue plus cost of operation was $464 million, up 10% from the fourth quarter of 2012. Adjusted EBITDA for the fourth quarter of 2013 was $468 million, up 13% from the fourth quarter of 2012. AFFO was $359 million, up 48% from the fourth quarter of 2012.

Turning to investments and liquidity, as shown on slide six, we completed a number of meaningful financings during the fourth quarter. In the fourth quarter of 2013 we raised approximately $4 billion of net proceeds through the issuance of 41.4 million shares of common stock at $74 per share and 9.8 million shares of 4.5% mandatory convertible preferred stock at $100 per share. In addition, we borrowed $500 million of incremental term loan B and $200 million of incremental term loan A, the proceeds of which, together with cash on hand and drawings under our revolving credit facilities, were used to pay for the AT&T tower transaction.

Further, over the past two months we have repriced our credit facility, effectively reducing our per annum interest rate on our revolving credit facility and term loan A by 50 basis points. Additionally, we extended the maturities of our revolving credit facility and the vast majority of our term loans.

We currently have $374 million drawn under our revolving credit facility and undrawn capacity of approximately $1.1 billion. After giving effect to the aforementioned amendment, our current weighted average cost of debt stands at 4.3% and the weighted average maturity of our debt is approximately six years.

Pro forma for the AT&T tower transaction and the recent financing, we ended 2013 with total net debt to last quarter annualized adjusted EBITDA of 5.5 times and adjusted EBITDA to cash interest expense of 4.1 times. Further, our balanced approach to financing the recent acquisitions allows us to maintain financial flexibility and to continue to operate within our stated leverage target of between 4 and 6 times adjusted EBITDA. I suspect we will see our leverage ratio move towards the midpoint of our stated leverage target during 2014 as a result of the expected growth and adjusted EBITDA.

During the fourth quarter, we invested $182 million in capital expenditures. These capital expenditures included $24 million on our land-based purchase program, which continues to perform very well as we work to extend the ground lease maturity and ground ownership of the land beneath our tower. In total during 2013, we extended over 1,000 land leases and purchased land beneath more than 800 of our towers.

As of today, we own or control for more than 20 years the land beneath towers representing approximately 72% of our site rental growth margin. In fact, today 34% of our site rental gross margin is generated from towers on land that we own.

Further, the average term remaining our ground leases is approximately 29 years. Having completed over 15,000 land transactions, we believe this activity has resulted in the most secure land position in the industry based on land ownership and final ground lease expirations. Our team is doing a great job on this important endeavor as we remain focused on achieving the long-term benefits of protecting our margins and assets and controlling our largest operating expense.

Of the remaining capital expenditures, we spent $21 million on sustaining capital expenditures and $138 million on revenue-generating capital expenditures, the latter consisting of $79 million on existing sites and $58 million on the construction of new sites, primarily small cell construction activity. Sustaining capital expenditures in the fourth quarter was higher than the third quarter by approximately $10 million, primarily as the result of completing some tower maintenance work we had anticipated for 2014 in the fourth quarter of 2013 and the purchase of some additional IT equipment.

For the full year 2013, as illustrated on slide 7 of the presentation, site rental revenues were approximately $2.5 billion, up $379 million or 18% from 2012. This 18% growth included the benefit of approximately 13% from acquisitions, specifically T-Mobile and AT&T towers, as well as the NextG acquisition.

For the first quarter of 2014, as shown on slide eight, the sequential growth in site rental revenue from Q4 2013 to Q1 2014 includes the benefit of approximately $85 million of additional site rental revenue from the AT&T tower. The sequential growth in organic site rental revenue is muted by approximately $2 million less benefit from nonrecurring items than we had in the fourth quarter of 2013, iDEN-related churn of approximately $2 million in the first quarter, and approximately $1 million from a lower assumed Australian dollar to US dollar exchange rate.

Further, AFFO in the first quarter includes $11 million of dividends on preferred stock related to the AT&T tower financing and lower contribution from net prepaid rent of approximately $27 million than we had in the previous quarter.

Let me spend a minute walking through the changes that we included in our revised 2014 outlook, as shown on slides nine and 10. Our previous outlook, which was issued on October 21, 2013, included the expected operating results from the AT&T tower transaction, but not the related financing costs as such financings have not yet been completed. The impact from the financing activities related to the AT&T tower transaction includes $44 million in dividends from the 4.5% mandatory convertible preferred shares and $25 million of incremental interest associated with borrowings under the senior credit facility.

As such, we anticipate the AT&T towers will contribute approximately $176 million to $186 million to our 2014 AFFO, inclusive of the aforementioned financing costs.

Further, we have increased the midpoint of our full-year 2014 outlook for adjusted EBITDA by $20 million, primarily reflecting the higher expected service gross margin contribution. And we adjusted our 2014 outlook for AFFO to reflect the aforementioned financing costs and increased expectation for services.

With regards to site rental revenue, we expect approximately $175 million to $185 million of organic cash revenue growth in 2014, ignoring the impact from straight-line revenue adjustments. We expect this $175 million to $185 million of organic cash revenue growth to be comprised equally of new tenant activity and cash escalations.

As we noted in the press release, we expect a 30% increase on a same-tower basis in new leasing activity in 2014 when compared to 2013. Further, we expect that only about 10% of our activity will be covered by the presold leasing arrangements that we have discussed previously.

In addition, our 2014 outlook includes the negative impact of churn of approximately $50 million, or 2% of our site rental revenue. In essence, the cash revenue growth from our contracted lease escalations during the calendar year 2014 exceeds the expected impact from total churn. Approximately half of the expected churn is typical churn activity and half is from Sprint's decommissioning of their legacy Nextel iDEN network.

Based on Sprint's stated intention to decommission their iDEN network and our contractual terms with Sprint, we expect approximately 3% of our run rate site rental revenues to be impacted by the iDEN decommissioning over time. These iDEN leases have affected term end dates spread evenly throughout 2014 and 2015. As a result, we expect the reduction in the site rental revenues from the iDEN decommissioning to be approximately 1% in 2014 with the remaining 2% impact coming after calendar year 2014.

With respect to 2014 adjusted EBITDA, we anticipate that site rental's direct expenses and G&A on our existing portfolio of sites will grow approximately 1% from 2013 and the contribution from services gross margin will be approximately $15 million lower than the contribution we benefited from in 2013. Further, our forecast for 2014 AFFO is negatively impacted by approximately $17 million and expected sustaining capital expenditures to remodel and expand certain of our office facilities, which we would not expect to return in the foreseeable future.

As we previously announced, we commenced operating as a REIT on January 1, 2014, and expect to initiate a quarterly dividend of $0.35 per share beginning this quarter. Based on our expectations for growth in our business, we believe that we can grow our dividend over the next five years by at least 15% annually while consuming the vast majority of our taxable net operating losses before the year 2020. We ended 2013 with approximately $2.3 billion in tax net operating losses.

As shown on slide 10, during 2014 we expect to generate approximately $1.5 billion of AFFO. Based on our expected dividend payments and forecasted growth, we expect to be able to continue to make significant investments with our cash flow in activities, including investing in acquisitions, the construction of new sites including small cell networks, land purchases, and the purchase of our own securities that we believe will maximize long-term AFFO per share.

Our long-standing approach to capital allocation combined with strong operating results has driven significant growth in AFFO per share. In fact, based on our 2014 outlook, the compounded annual growth rate of AFFO per share from 2007 through our expectations for 2014 is in excess of 17%. Importantly, we have been able to produce this growth while positioning ourselves for future growth without increasing the risk profile of our business.

We believe our results reflect the value of the disciplined investments we've made over a long period of time through share purchases and US acquisitions and the industry-leading customer service we provide.

In summary, we are excited about our leadership role in wireless infrastructure. Our announced AT&T transaction furthers our focus on the US market and expand our portfolio in the top 100 markets while increasing our expected growth rates of revenue and cash flow. And I am very excited about 2014 as we continue to execute around our core business and integrate the AT&T towers into our portfolio.

Wrapping up my comments, I would like to thank Fiona for her nearly seven years of managing the IR function at Crown Castle. She has done a terrific job. She is taking on another leadership role inside the Company that begins next week. [Sun Winn], who is a VP in our Corporate Finance Group and has been with the Company for nearly five years, is assuming the IR role in her place.

With that, I am pleased to turn the call over to Ben.

Thanks, Jay, and thanks to all of you for joining us on the call this morning. We obviously have a lot to cover at year-end and I want to add my thanks to Fiona for seven years of great work in the IR role. Honestly, we will miss that refined Irish accent on these calls.

I want to take a couple of minutes to reflect on the tremendous year we had on a number of fronts. We accomplished a number of milestones in 2013, exceeding our financial targets for the year while continuing to execute on our strategic objective of growing our leadership position in the US market.

I want to take this opportunity to acknowledge the significant accomplishments of our Crown Capital professionals as we successfully integrated the T-Mobile acquisition, expanded our small cell business, processed record application volumes associated with LTE upgrade and co-locations, and grew our services business by successfully meeting customer demand for installation and upgrade activities on our site.

Since April of 2012, we have invested approximately $9 billion in acquisitions that we believe significantly enhance our portfolio and our position as the premier shared wireless infrastructure provider in the US, with 40% more towers in the US than our nearest competitor and the largest small cell operator in the US. Today, with approximately 40,000 towers and over 11,000 small cell nodes in the US and a presence in all of the top 100 markets, we have unmatched capability to efficiently accommodate wireless carrier demand for more sites to improve and enhance wireless networks.

We have enjoyed considerable success with past acquisitions and believe the results of our recent acquisitions will be no different. As shown on slide 11, we have proven over the short and long term that we are able to transact, integrate, lease, and operate carrier assets in ways that create significant value, having roughly quadrupled the initial yield on our legacy carrier portfolio assets. These assets continue to increase their cash flow and resulting yields to this day.

Our transaction with AT&T is the sixth wireless carrier portfolio transaction we have completed in the US. I would also note that our T-Mobile transaction that we completed just over a year ago is tracking ahead of our original acquisition model. Simply stated, our strategy is to replicate the growth in site rental revenue and margin we have achieved on past transactions on these most recent additions to our portfolio.

We remain focused on the US market, the largest and fastest-growing wireless market in the world, where the ability of the wireless carriers to make a profitable investment is most apparent and barriers to entry remain high. The US market is unique in that network quality continues to be a differentiator. The strong correlation between network investment and low consumer churn necessitates carriers to continue upgrading their wireless networks to improve network quality, increase capacity, and add functionality in order to remain competitive and grow.

As a result, we are enjoying unprecedented levels of network upgrade activity and each of the four major wireless carriers are adding LTE coverage and capacity at the present time. Additionally, as shown on slide 12, the US market is uniquely attractive to us due to its relative size and robustness compared to other markets. Considering the country, geopolitical, currency, and other risks associated with operating in the international market, I believe the US market offers the most compelling risk-adjusted returns for capital investment in wireless infrastructure.

Further, we believe the timing of the NextG, T-Mobile, and AT&T acquisitions is fortuitous as network densification activity accelerates and we are well-positioned to capture additional leasing revenue across our extensive urban-centric portfolio. We have completed the integration of the T-Mobile towers and are fully engaged in integrating the newly-acquired AT&T towers. And I would like to extend my appreciation to the staff and our friends at AT&T who are assisting us with this orderly transition. In fact, carriers are already asking us to prioritize applications on our new AT&T sites, which we are working diligently to accomplish.

Moving on to small cells, we continue to exceed our expectations as carriers augment capacity. Our small cell networks offer similar co-location opportunities to towers and. As we stated in the past, the returns we are seeing from our investment in small cells are similar to, if not better than, the returns from macro towers.

We continue to believe that small cells play an integral role in solving capacity and coverage issues in areas not traditionally served by macro tower sites. In fact, we have seen tremendous growth in our small cell network activity but we have more than doubled adjusted EBITDA since April of 2012 when we closed on the NextG transaction.

Today we have an extensive network of small cells with over 11,000 notes and a robust pipeline of additional nodes to come. Further, we have rights to over 6,000 miles of fiber. These nodes and fiber are in the largest, most densely populated and highest demand markets, such as Manhattan, San Francisco, Southern California, Philadelphia, and Boston to name a few. We continue to expand our small cell networks meaningfully and we expect our investment in this area to be higher in 2014 with expected similar returns to what we have achieved in the past.

In addition to a strong year of site leasing, our US services business performed exceptionally well as we continue to capture more of the revenue opportunities associated with assisting our customers in locating on or upgrading installations on our sites. This increase in services activity reflects the unprecedented activity we are seeing from all four major carriers as they upgrade to LTE and is attributable to the confidence our customers have in Crown Castle, as regularly expressed in our customer surveys that consistently rank us as delivering the highest customer satisfaction in the industry.

Before I turn the call over for questions, I would like to reiterate some of the strong fundamental trends in wireless that are continuing to drive our business. While we were all very familiar with the growth in and demand for constant mobile connectivity, evidenced by our own increasing dependence on a variety of mobile devices.

Thanks to the continued rollout of 4G LTE networks by all four major carriers, mobile users are able to consume more data than ever. While in the past the transition that drove this data consumption was from feature phones to smartphones, now it's the upgrade path from low-end to high-end smartphones with each generation adding approximately 40% more traffic by device.

iPhone users consume almost twice the data per session that an average Android phone user consumes. And the iPhone 4, 4S, and 5 held the top three places on the list of the most data-hungry devices. Amazingly, Cisco reports that data consumption on mobile devices should surpass data consumption on traditional wired PCs by 2016.

In fact, Verizon has said that it expects data traffic to grow by a factor of 6 to 7 times over the next few years. Further, they have also announced they expect to launch Voice over LTE service this year, requiring existing networks to be 20% to 30% more dense compared to data-only LTE.

Finally, as we look to the future, the expanding LTE networks are expected to accelerate the growth of countless machine-to-machine applications, including connected automobiles and wearable devices, which represent a huge catalyst for future data consumption. While connected cars and other machine-to-machine applications, such as alarm monitoring systems, vehicle tracking, consumer electronics, smart grid solutions, medical device alerts, and a host of other new products play a very small role in today's environment, such applications built for a mobile environment are an emerging reality and will require significant investment in wireless networks to ensure that there is sufficient network depth and capacity to accommodate even higher usage. Needless to say, we look forward to the future.

So in wrapping up, let me conclude by saying we had a very busy and successful year and I can assure you we are geared up for another one in 2014. We are in the midst of a very robust environment for wireless network growth, as has been well documented. I want to thank our team for their accomplishments and look forward to reporting more of their successes to you in the future.

With that, operator, please turn the call over for questions.

(Operator Instructions) Ric Prentiss, Raymond James.

Good morning, guys. Fiona, I have enjoyed working with you; good luck on your new role there.

Thank you, Ric.

A couple quick questions. One, Jay, on the SG&A in the quarter, it seemed to jump up quite a bit. Wondering if that had anything to do with the AT&T transaction, either special charges, legal fees, etc., or is that kind of the new run rate we should expect going forward?

Yes, I think the movements you see part of it is as we staffed up for the AT&T tower transaction as well as the integration process, some of it also is related to the higher level of services that we are seeing. And I would expect that to be kind of our new run rate.

I would point out, as I did in my prepared remarks, if you look at the total cost structure for 2014 over 2013, net of the direct expenses that we will get from the AT&T tower transaction, that our total costs look like they are going up about 1% on a like-for-like basis. And that would include the additional G&A that we would expect to include. And I'm doing that on a cash basis and ignoring any stock-based comp that would be included in the G&A numbers.

In the past you've mentioned that a certain percent of your SG&A is really related to the services business. If the services business drops down in some way -- obviously it's great today with it being so strong -- remind us again of how much of the SG&A could come as services business maybe comes down in, say, one or two years.

Ric, we think conservatively it's at least half. It may be more than that. As you can imagine in our business, most of the activity that we all work on has to do with the incremental activities rather than continuing to operate the base of leases that we've already put on the tower. So we think it's at least half and it might be more than that.

Then, on the M&A front, we noticed a transaction in January from CPS in Texas I think. Is that included in your guidance? I think it was a $41 million transaction. And what other M&A opportunities might there be in the US, or is Europe of interest to you?

It was included in our outlook and I will let, Ben, kind of speak to more broadly internationally. It was included in our outlook and from time to time we do see some smaller opportunities. I talked about the financial flexibility that we think we have related to cash flow.

We have about $1.5 billion of cash flow in 2014 that we would expect to have about a third of that being allocated to the dividend, about a third of it to CapEx activities that look similar to what we've done in past years. And that remaining third is open for us to invest in what we think maximizes long-term AFFO per share, which could include acquisitions, maybe some more land purchases, opportunities that we see around the small cell space for buying back our own stock.

In the AT&T transaction, as you saw how we paid for it, we were very deliberate in not taking ourselves out of the market going forward. We are pretty good at integrating assets and we feel like, while it's a lot of work in 2014, we certainly wanted to be in the marketplace as other assets would present themselves that would meet our criteria of adding growth in cash flow against our fallback position always of buying our own securities.

So, Ric, to your question, we will continue and have lots of balance sheet capacity and look at other opportunities wherever they are. You mentioned Western Europe, certainly that is something we would be interested in. As you have seen us over the years, we always look at it on a price versus sort of risk/reward basis and what the lease-up opportunity is against what we think is available in the US market or even, more simply, in our own securities.

So we have the capacity. That was sized that way on purpose so that we did not take ourselves out of play, and we feel very comfortable with where we are today.

Great. Good luck on a good 2014.

Jonathan Atkin, RBC Capital Markets.

Yes, I have got two questions. First, on [spectrum]. Given some of the auctions that are upcoming this year and then T-Mobile's purchase of the 700 megahertz purchase licenses, how did that affect you in terms of potential incremental revenues? Where those overlays or are a lot of those overlay activities already contemplated under the terms of your various carrier agreements?

Then on the topic of small cells, I was maybe interested in getting a sense of the opportunities that you see. Is it primarily outdoor? Is it venue? Is it indoor? Maybe just a little bit more color to where you were seeing the leasing interest and where your investments are going to be focused.

Sure. Jon, I will take that; this is Ben. For the most part, the additional activities we would expect from deploying additional spectrum is going to be incremental amendment revenue to us as we go forward. That will typically be the case as we have sort of run near the end of the scope of these presold agreements, as Jay mentioned in his prepared remarks, so we would expect over time that would be an incremental source of revenue.

It's hard to put too fine a point on that in terms of what's in the guidance and what's not because it is an imperfect science. What I will tell you is, as we sit here in the third week of January, we can see in our pipeline about half of 2014's leasing expectation that's already in the pipeline and I would say that's about normal. So we feel good about where we are; we are starting off the year very strong.

Again, I had a comment in the press release that we reiterated on this call. We expect 30% up on same-tower basis leasing 2014 versus 2013, so obviously that's moving and there's a lot going on in the marketplace.

With small cells, we continue to see opportunities, both outdoor and in indoor venues. The venues, by definition, are going to be probably over time a smaller source of new incremental business for us. It's just a smaller addressable market and universe, but it is something we are pursuing. It's something we are having success with.

But I would say the more significant opportunity where we are spending more capital today is on outdoor, which is in highly dense population bases, urban centers where you are essentially doing an underlay build strategy where macro sites have sort of gotten to their capacity. And we are seeing, as we mentioned in our comments, very, very good take up there in the market as the reality becomes more and more clear that there's just a lot of these markets where the cell density has to get to a point where it's so small that these are basically streetlight and telephone pole type installations just in very small cells where they are reusing the spectrum because of the capacity requirements in these markets.

So we remain very bullish and I think there's certainly a market on both indoor and outdoor, but over time it looks to us like the outdoor is going to be significantly bigger.

Thank you very much.

Philip Cusick, JPMorgan.

This is Richard for Phil. Just wanted to follow-up on the iDEN side. In terms of the churn, if it doesn't materialize, in the worst-case scenario how should we think about guidance? Would it be more the bottom end of leasing revenue guidance coming up, or could we see both the bottom and top end increase?

Richard, I think in part that depends on the timing of when that were to occur. As I mentioned in my comments, these iDEN leases scum to their contractual term end dates during 2014 and 2015, spread evenly. And so it is possible that ultimately we don't get to a point where we see a full 3% churn, but that may occur in calendar year 2015, at which point it would have no impact on the outlook that we have given here.

During the first quarter we saw an amount of churn that's in line with the outlook that we gave. And so I think at this point, I would just kind of leave it at that and then we will have to update you as we move through the course of the year and see where ultimately they come out, because the timing is important in terms of how much impact it would have.

Great. In terms of the services revenue, that's a big number last year and I think we were expecting some sort of falloff for this year. What kind of changed over the past few months that gives you confidence that it seems like it's a pretty flat number this year versus down in some significant way?

Well, we're just continuing to execute for customers, frankly, and we are continuing to increase our market share and the addressable opportunities around construction and preconstruction services in virtually every market area of the country that we operate in. So we are continuing to capture more of what's out there.

And as you know, for years we've been conservative in how we guide and how we forecast that number. We have never seen ourselves generating $200 million of service margin, which is what we did almost in 2013. Jay mentioned in our guidance we've haircut that $15 million. If we outperform, we will outperform, but there's a big opportunity out there in the market and we think it makes great strategic sense.

Not only are we making money doing it, which is obviously a pretty good outcome, but it also gives us a very high-touch experience in interacting with customers and their vendors so that we are very engaged in what their deployment plans and needs are. It also gives us great control over the asset, what's going on at the asset.

And since we are the permanent owner of these 40,000 sites, we are pretty interested in what's happening on the site and that's the way we maximize the outcome and the opportunity of co-locations over time on these towers. So there's lots of great reasons for us to continue to do this, and we are very, very pleased with the outcome.

Great, thank you.

Kevin Smithen, Macquarie.

Thanks. Based on the midpoint of your guidance it appears that the net impact of prepaid rent increases by just $3.5 million in 2014. Given the increase we saw in Q4, why do you expect this to stabilize in 2014? Is it the AT&T MLA that is sort of phasing out or is it something else? Then what do you think this will look like in 2015?

Kevin, I think as we've talked about in the past, prepaid rent is a function of a couple of different things. It's a function of activity that we see around the network and how much investment is being made by the carriers.

Secondly it's based on how those carriers ultimately would like to structure their arrangements with us. We have been very successful over the last several years of passing nearly all of the CapEx that we incur as we upgrade sites to hold additional tenants, we have been able to pass that on to the carrier. And so there is a bit of a pricing question there and a bit of a question around activity.

I think, similar to Ben's comments that he made around services, I think we have been and will continue to be a bit conservative as we think about forecasting prepaid, the prepaid rent that we receive. But thus far we've done very well at that.

I would point out we get a lot of questions and it seems like this topic has been a bit of a hot one over the last couple of years as people have tried to figure out components of cash and non-cash revenue. When you look at total site rental revenue, our guide for 2014 is nearly $3 billion of site rental revenue and the non-cash component, after you work through all the puts and takes, is less than $10 million on a $3 billion revenue number.

And so I think we are happy to talk about it. I think we have talked about it in great detail, but at a really high level the GAAP numbers, our reported numbers, are very similar to what we are seeing in terms of cash running through the income statement. And our focus has been as we think about cash flow per share and the way that we operate the business we are really focused on what is the cash outcome.

And so as we think about the relationships with the carriers as well as how we operate the business, we drive it all the way down to the cash level. Today as I look forward to 2014 the differences between cash and non-cash items and everything, by the time they all wash out it's basically the same.

Just a quick follow-up. Your guidance assumes kind of -- based on historical quarter-over-quarter growth kind of a deceleration from Q1 to Q4. Is this just the impact of the iDEN churn phasing in, or are you just being conservative here?

I mentioned a couple of the items that are impacting that sequential growth. It is the iDEN, a bit of it would be FX, and then another portion of it would be as we talk about the one-time items moving from quarter to quarter. And over the course of the year I'm assuming, if you think about the rest of the quarters throughout 2014, you have a similar dynamic at play as you look forward at sequential growth.

What are you seeing on Clearwire, the 2.5 build, at this point from Sprint?

Well, we are seeing a bunch of application service revenue opportunity. Not a real significant revenue in terms of site rental recurring revenue for the most part, but very significant opportunity to facilitate their installation. Again, we are talking about on existing sites.

We expect over time to have capacity upgrades of infill sites coming from Sprint, and T-Mobile for that matter. Right now, just to characterize the market for 2014, we are seeing a very significant amount of co-location activity with Verizon and AT&T as they've announced their desire to add sites to their network. Still in the process of the initial build, if you will, and finishing that up at the Sprint and T-Mobile level but we fully expect over time to see more infill sites from Sprint and T-Mobile as their network demands require.

But that's kind of where (multiple speakers)

So that's your upside case is revenue recognition from Sprint and T-Mobile in 2014?

I think so. As they move into the site infill process that seems to run through the marketplace, that's likely where we see the next wave of demand coming, but I don't want to in any way diminish we see this year already. There's a big pipeline out there.

It's not insignificant to tell you guys in January we expect to do 30% more on a same-tower basis. That's the movement around here.

Thanks.

Michael Rollins, Citi.

Thanks for taking the question. Was wondering, the $180 million of new revenue that you are expecting for 2014, does that include the impact from the AT&T tower acquisition? And whether it does or doesn't, can you give us a sense of the contributions you are looking for in terms of growth from that portfolio during 2014?

Sure, Mike. Good morning. On the $180 million, it includes the leasing that we would expect to happen on those AT&T sites, but it doesn't include any revenue that was on the sites when we acquired them. So it would be all organic growth during calendar year 2014 and it would be a combination of the brand-new either leases that go on-site, the amendment to existing leases, as well as cash escalators.

So it's a cash number that would be done on an anything that's added to sites. It would not include anything that was acquired, if you will.

In terms of our assumption on the AT&T side relative to the rest of the portfolio, we assumed a similar level of leasing on those AT&T sites. Our assumption is that over time, as we have talked about, we think it will be growth-enhancing to our site rental revenue growth rate, these new assets, because of the way they've been operated in the past. And then spoke about some of the early indications that we have in terms of customer desire.

So we may do a little bit better than a like level of leasing, but that was basically our assumption going into calendar year 2014. Obviously, it will take us a bit of time to get those assets completely integrated, to get them into all of our systems, to get all of the documents necessary in order to facilitate customers co-locating on these sites at the same rate. Which we can typically do that on legacy Crown sites.

I would tell you from past experiences, it takes us probably six to eight months to kind of get most of the sites up and running to where we are operating at that level. And I'm sure there are a whole lot of our folks listening to this call this morning who are doing everything they can to make that happen faster than that, but that's the typical reality.

Just a point of clarification, I think in your guidance commentary you described the effect of or your expectation for $2 million of less nonrecurring revenue in 1Q 2014 over 4Q 2013. Can you risk describe to us what the nonrecurring benefit was specifically in the fourth quarter of 2013? Thanks.

Sure. Typically in any quarter we have about $4 million to $5 million of items that relate to -- that are nonrecurring items that flow through site rental revenue. We have those in almost every quarter and they relate to all kinds of things.

A common example would be a tenant that had installed equipment on the site without notifying the tower operator. And that happens from time to time so we end up collecting back rent that would be owed to us as a result of that as a result of that.

So the sort of $4 million to $5 million that we always put into the expectation moving from quarter to quarter and we had in the fourth quarter about $7 million. So we had about $2 million of, I would say, above the run rate. It's also something that we typically find after we do acquisitions, and so we might find a bit of that. But our working assumption for first quarter was we went back to kind of that normalized level.

If we normalize that to the fourth quarter -- and maybe this is the follow-on question. If we normalize that for the fourth quarter, we kind of still came out at the high end or maybe slightly above the high end of our previously expected guide for the fourth quarter with regards to site rental revenue.

Thanks for those details.

David Barden, Bank of America.

Good morning, thanks for taking a question. Fiona, thanks for all the help. Just two if I could, guys.

From time to time you kind of give us a few mile markers on scoping out the size of the small cell opportunity. We've been talking about us being a strong grower, how the EBITDA has kind of doubled over the year, but if you could give us some kind of numbers to get a sense of how big a contributor it is now and kind of we can do the math on what is contributing at the margin it would be super helpful.

Then, second, just come, Jay, obviously we are starting the dividend program now. There's obviously questions about how the NOLs are going to feather in through this process. You've talked about 15% dividend growth, but on the other hand of it I think earlier you also talked about how stock buybacks are also potentially a use of capital in your hierarchy of maximizing returns.

So could you kind of put dividends now somewhere in that hierarchy? Are dividends a better way to return capital to investors, or are you considering it a less good way and stock buybacks are the preferred method now? Thanks.

Dave, I'll take the first on small cell. Today it's about 5% of adjusted EBITDA. Punching above its weight, though. It's growing more than its proportional 5% and that's what happens if you look at how did you grow double EBITDA and adjusted EBITDA since April of 2012. So in less than two years we've doubled it.

We have a lot of people working very hard on co-location and new builds on the small cell networks. And as we mentioned, the fiber is obviously the very valuable asset that we have there.

We spent about $180 million or so last year on that and we expect to spend somewhat more than that. I can't tell you exactly. Obviously, it depends on the pipeline and the pace at which it goes. About a third of our prepaid rent, if you will, is related to those, the construction activities around the small cell networks. That's what we said before that and that is continued in 2013.

But we are very pleased. This is absolutely the tower model in terms of shared infrastructure. There's benefit to the carriers for going on the existing systems. It's a lot about speed and ease.

And I hate to say ease because these are complicated transactions to actually get constructed and built, but since you have already got the dedicated fiber in the hubs it's something where we can facilitate turning up capacity for a carrier much quicker than pretty much any other alternative in these major markets. And that's becoming quite an accepted fact and so we are seeing the continued growth in that.

And we are going to continue. We think this will continue for some time. It's a great way to add capacity in these markets and we are very, very pleased with the business we acquired and have now grown and with the team we have dedicated to it.

Dave, on your second question around capital allocation, as we have talked about there are merits of increasing the dividend at a rate faster than what we've talked about of increasing it by about 15% or at least 15% per annum as we go to the process of utilizing the full extent of our taxable -- our tax net operating losses. At a pace of about 15% growth in our net operating losses, the growth in dividend against the net operating losses that would, as I mentioned in my comments earlier, exhaust the net operating losses by 2020.

I think we will just have to see what opportunities are in front of us at the dates ahead. And to the extent that we find opportunities either to invest in the stock or buy other assets, we may stay on that pace with 15%. To the extent that we don't see opportunities that meet our risk-adjusted returns, then we might look to increase the dividend at a pace higher than that 15%.

But I think it's impossible as we sit here today to make the judgment about what that will look like in the future. I think, as we thought about the various balances of beginning a dividend, we thought it was an appropriate amount of a dividend, about roughly $1.40 per share in the first year out of the gate of starting the dividend. Making up about a third of the cash flow. It gave us plenty of cash to continue to make opportunistic investments.

We were smart, I think, about the way we thought about the capital structure and overall leverage. Though, as Ben mentioned earlier in his comments, we are able to continue to be competitive and look for assets that we think fit in the portfolio nicely and drive long-term returns. And at the same time start a process of returning cash to shareholders in the form of dividends, which we believe gives us an opportunity to expand the investor base and start to build on a base of investors that ultimately will be a larger portion of our investor base in all likelihood.

Long term, if we think about the cash flow in the business, it's likely that we will be distributing -- once the NOLs are completely exhausted, we will likely be distributing 75% to 80% of the cash flow in the business. And obviously that's an exciting day for us once that comes about, but in the short term we certainly have a lot of cash and a lot of flexibility.

And to the extent that there are investments there that meet the risk-adjusted returns, we are happy to make those. And if we don't see them, then we will come back and look to return a greater percentage of the cash flow to shareholders in the form of dividends.

Thanks, guys. If I could just follow up real quick on just one thing on the services revenue, you guys have been very successful with that services revenue segment. The market seems to put -- view it as a less high-quality business and I guess most businesses are less high quality than the tower business.

But I think the market struggles to figure out whether this is a bubble in this business and it's going to pop and this is something we need to model going back down to rates that were more reflective of the market three or four years ago, or is this a business that has just simply grown? It's a bigger business today; it's going to stay a bigger business. Crown is a bigger player in this business.

How do we think about this business as a business on a go-forward basis?

Dave, the business has certainly grown. Obviously with four carriers actively engaged in adding LTE and then further capacity the business and the opportunity in the market has grown. I would quickly add we have grown our capabilities dramatically in this area. We have added a number of resources and we have, frankly, gotten a lot better at it.

And we've expanded the scope of what we do over time -- everything from preconstruction work, zoning, permitting, and all the way through managing the construction process at the end. I think each shareholder and analyst will need to come to their own conclusion about this. As we look at it, as management, strategically it makes a lot of sense as I talked about earlier.

From a valuation perspective, I think Rick's question at the beginning is very germane here. And if you want to think about it plateauing or even headed down over time, that is certainly everybody's purview to take a haircut if they want to and say, okay, what is kind of the recurring base run rate of that activity in a more normalized market? I think that is certainly a logical approach.

The only thing I would add to that is it's important to then think about what is the sustaining level of G&A we would have to have. And that is somewhat of a mitigating factor as you go to start haircutting the gross margin contribution from that.

Where to tell you to take that, I think I'm going to leave that for everybody to make their own best guess, because obviously we are going 24/7 around here working on the services business. We think it drives leasing and obviously control and protection of the asset. So we are going to keep doing it and the market can do the best they can to put a value on it with these caveats I've mentioned around it's important to think about the G&A component.

All right, guys. Thanks so much.

Armintas Sinkevicius, Morgan Stanley.

Good morning. I was hoping you could touch on the AT&T T-Mo acquisitions, in particular the reserve space on the towers. If these towers are 1.6, 1.7 tenants each and then there's reserve space, how much upside is left there? Also, is this driving some of the prepaid rent?

The other question is with press reports talking about the market going from four to three carriers, can you remind us some of the prior consolidations and the impact they had on your business? Thank you.

Sure, I will take the first part. As we go through the various transactions with the most two recent, you mentioned with T-Mobile and AT&T, and the reserve loading or reserve capacity that they have on the towers, the way to think about that in simplistic terms is they've essentially got the reserve capacity with limitations at the current RAD center that they are operating at today.

And so the historical experience, which we would expect to play out again the future, is over a period about three years. We shouldn't expect any additional amendment revenue associated with adding equipment to those anchor carriers, in the case of T-Mobile and AT&T here that we are talking about, on those existing RAD centers over a periods about three years.

After that it has been our experience, and the carriers' experience, that they exhaust that reserve capacity and they are back asking for additional capacity, whether it be on the same RAD center or a different RAD center which is not covered by the reserve capacity, which is obviously an additional revenue opportunity. And in both of those transactions we provided as part of the transaction a rate card, if you will, pricing that additional capacity and what we would charge for that.

So that is part and parcel of those transactions. Our historical experience is it's about three years before you see them come back that would result in additional revenue beyond that reserve capacity. But the most important take away is it's basically limited to that existing RAD center at that level, so it doesn't encumber our ability then to co-locate additional tenants on the site. We have been obviously very good about over the last 14 years and we would expect to continue to do that.

With regards to your second question, and I'm assuming you are referencing the recent rumors around Sprint combination with T-Mobile. We have released some of those statistics there. The overlap of those sites represent -- if half of the equipment were to be removed that would represent about 10% of our consolidated revenues today.

Those leases have approximately seven years remaining on them, so from today through when we would actually begin to see that, if the combination were to happen and if sites were to begin to be taken down, we would be about seven years from now to that date. I think our typical experience has been, and we can certainly rewind the clock and look at the timing of when Sprint acquired the Nextel network and the iDEN network, we are just now experiencing that many years later. Well beyond a seven-year time line. So there's a lot of variables.

I think our experience has been a relatively small amount of churn that we ultimately see in consolidation. And I think the broader point which we have talked extensively about over the years about the consolidations is that the best thing for us as a tower company is to have carriers that have spectrum and have significant cash flow and strong financial position. And to the extent that they are able to deliver strong financial returns from incremental investment in capital and are not susceptible to changes in the market in order to raise that capital for investments, we do very well as a tower business.

Ben spoke to one of the earlier questions around spectrum and the long-term prospects of additional spectrum being in the hands of the operators and having carriers that are in a strong financial position. I think net-net over the years consolidation has been a very good thing for our industry. And while the churn conversation and the sites loss we certainly have reconciled that.

On the positive side in terms of what it has meant around revenue growth and additional revenues that we receive on sites today, we believe that number far outweighs any of the downside that we've seen from the loss of some of the churn that has happened over time.

Thank you.

Michael Bowen, Pacific Crest.

Thanks, guys; couple questions. I wanted to get one point of clarification. With T-Mobile and Sprint builds, did you say you do have some of the 4G LTE builds for them built into the guidance or not?

Second question around the EBITDA increase in 2014 or the adjusted EBITDA increase in 2014. Sorry, if I missed it; wanted to see where that I was coming from. Then on small cells finally, do you view this activity as sustainable over the years or do you think this is a near-term spike over the next couple years as the carriers densify their networks? Thanks.

Yes, I think in terms of your first question around T-Mobile and Sprint builds, our leasing activity assumes that we will see good lease up activity across the board from all of the carriers. If I am understanding your question correctly, you are speaking to the lease up and not necessarily the construction of new towers. We are building very few brand-new towers across the portfolio, but we are assuming that we will see lease-up and additional leasing activity from T-Mobile, Sprint, Verizon, and AT&T. And they make up the vast majority of our revenue growth expectations.

Real quickly with that, does that include any assumptions for the 700 A block that T-Mobile has now?

To the extent something happens there, that will likely be beyond calendar year 2014 in terms of what we would see impacting our results. So I would say maybe you'd see some of that in terms of lease activity as we go towards the end of the year, but I don't think that would be a meaningful contributor to the site rental revenues in the calendar year.

On the second question around adjusted EBITDA increase, we did increase our assumption by approximately $20 million. Most of that is coming from the services expectation, increasing our services expectation for 2014 from where we had previously issued the guidance. We did take up the low end of the range on site rental revenue and site rental gross margins, so there is $2 million to $3 million of higher contribution from the site rental revenue and site rental gross margin in terms of that increase and that $20 million increase in adjusted EBITDA.

So it's about $17 million or so from services and then the balance coming from site rental.

Your last question on the sustainability of the small cell network; we certainly believe it is sustainable. We're signing long-term agreements just as we are on the tower side and we have of vast market out there of capacity-challenged type, sort of urban dense type markets. It's only continuing to get more and more challenged as we all put more devices on these networks.

So we certainly think this is a very long-term phenomenon and these are permanent installations.

Are those contract terms as long as the other contracts?

Yes, looks very similar.

Thank you.

We have time for one more I think.

Colby Synesael, Cowen and Company.

Great, thanks. Your guidance for site rental revenue implies about a $473 million increase off of the actuals in 2013. And when I go through the different components, I'm just having a little trouble figuring it out.

So you are assuming $175 million to $185 million or call it $180 million. About half of that for escalators, about half for new leases, which includes amendments. And then I think you've told us in the past that AT&T is going to generate about $400 million of revenues, so that's $580 million.

Then if I was to subtract out $50 million for the churn I get back down to $530 million. So I am just trying to figure out what the delta is between the $473 million and the $530 million. I think it has to do with GAAP versus cash revenue, but I was hoping you could give a little bit more color on that.

Then I have one other question after that.

Sure, you have correctly identified the gap there. It is related to how we booked and are required to book under the accounting terms our lease portfolio.

So most -- the vast majority of our tenant leases that are on our towers have fixed escalators. The rate is stated in terms of 3%, 4%, etc., and we straight-line over the term of the lease the revenue. So in a simple example, if a lease had -- was $100 and had a 5% escalator for a two-year period of time, in the first year cash would be $100, in the second year cash would be $105. So cash would have grown by 5% year over year.

But from a presentation in our financial statements it would look like site rental revenues of $102.50 for each of the two years. In the first year --

So of the $180 million, roughly $90 million for escalators, the majority of the delta between the $470 million and $530 million is in that aspect of the number?

That's exactly right, Colby. Almost all of the $90 million would, in essence, already be straight-lined through the site rental revenue number.

Okay. Then you mentioned 30% new lease revenue growth and you mentioned that on the third-quarter call and you called that out today. Is that simply to take the $90 million of new leases? And I guess that was $70 million roughly in 2013 and now that is $90 million and that equates to roughly 30% growth. Is that, when you say 30% growth, the absolute numbers that you are referencing?

You are mostly there. The one thing I would add is that we are doing this on a same-tower basis, so you can't take the absolute nominal dollars, which we are going to benefit by owning nearly another 10,000 assets as a result of our AT&T tower transaction. So we are looking at it on a site-by-site basis and basically saying the amount of additional revenue we will add from adding additional tenants to towers on a same-store basis or same-tower basis that number is up 30% year over year.

Okay. Then just a quick follow-up. My quick follow-up question was you noted $18 million of revenue for the AT&T towers in the fourth quarter and that's roughly 15 days. If I simply divide that out and then multiply that by 365, it actually implies on an annualized basis that for those 18 days the AT&T towers generate $438 million of revenue versus your guidance of roughly $400 million.

Could you just explain to me why I might be off or why I shouldn't be assuming a much greater number for AT&T revenue in 2014?

It does imply, if you look at -- I would point you more towards the site rental gross margins, because there will be some impact in terms of -- as we talked about it when we gave the guidance, we were referring to what the cash flow, cash benefit was from the AT&T towers. And it certainly appears, based on our early review, that we may have been a bit conservative as we underwrote the assets in terms of our assumption of what run rate cash flow coming off of those assets are.

So we may have some -- may have gained some benefit on that given our conservative assumptions as we underwrote the asset.

And does the guidance still assume that conservative assumption or have you adjusted that?

We have not adjusted that.

Okay, thank you.

All right, I think we're going to wrap up. Appreciate everybody hanging with us; a little long today as we did a full-year wrap up and acquisition and quarter discussion. Look forward to having a great year in 2014 and reporting to you on more of our successes.

So, thanks, and we will talk to you next quarter.

Ladies and gentlemen, this concludes the conference call for today. Thank you for participating and please disconnect your lines.