Item 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
Crown Castle International Corp. and Subsidiaries
Index to Consolidated Financial Statements and Financial Statement Schedules
| Page | |
| Report of Independent Registered Public Accounting Firm | 49 |
| Consolidated Balance Sheet as of December 31, 2017 and 2016 | 51 |
| Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2017 | 52 |
| Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2017 | 53 |
| Consolidated Statement of Equity for each of the three years in the period ended December 31, 2017 | 54 |
| Notes to Consolidated Financial Statements | 57 |
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015 | 102 |
| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2017 and 2016 | 103 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Crown Castle International Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Crown Castle International Corp. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive income (loss), of cash flows, and of equity for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded FiberNet, Wilcon, and Lightower from its assessment of internal control over financial reporting as of December 31, 2017, because they were acquired by the Company in purchase business combinations during 2017. We have also excluded FiberNet, Wilcon, and Lightower from our audit of internal control over financial reporting. FiberNet, Wilcon, and Lightower are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately $3.1 billion and $314 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2017.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 26, 2018
We have served as the Company's auditor since 2011.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands of dollars, except share amounts)
| December 31, | |||||||
| 2017 | 2016 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 314,094 | $ | 567,599 | |||
| Restricted cash | 121,065 | 124,547 | |||||
| Receivables, net of allowance of $13,746 and $11,314, respectively | 397,585 | 373,532 | |||||
| Prepaid expenses | 162,366 | 128,721 | |||||
| Other current assets | 138,670 | 130,362 | |||||
| Total current assets | 1,133,780 | 1,324,761 | |||||
| Deferred site rental receivables | 1,300,338 | 1,317,658 | |||||
| Property and equipment, net | 12,932,885 | 9,805,315 | |||||
| Goodwill | 10,021,468 | 5,757,676 | |||||
| Site rental contracts and customer relationships, net | 5,626,435 | 3,298,778 | |||||
| Other intangible assets, net | 335,324 | 351,294 | |||||
| Long-term prepaid rent and other assets, net | 879,340 | 819,610 | |||||
| Total assets | $ | 32,229,570 | $ | 22,675,092 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 248,817 | $ | 188,516 | |||
| Accrued interest | 131,790 | 97,019 | |||||
| Deferred revenues | 457,116 | 353,005 | |||||
| Other accrued liabilities | 339,108 | 221,066 | |||||
| Current maturities of debt and other obligations | 115,251 | 101,749 | |||||
| Total current liabilities | 1,292,082 | 961,355 | |||||
| Debt and other long-term obligations | 16,044,369 | 12,069,393 | |||||
| Other long-term liabilities | 2,554,037 | 2,087,229 | |||||
| Total liabilities | 19,890,488 | 15,117,977 | |||||
| Commitments and contingencies (see note 14) | |||||||
| CCIC stockholders' equity: | |||||||
| Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: December 31, 2017—406,280,673 and December 31, 2016—360,536,659 | 4,063 | 3,605 | |||||
| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: December 31, 2017—1,649,998 and December 31, 2016—0; aggregate liquidation value: December 31, 2017—$1,649,998 and December 31, 2016—$0 | 17 | — | |||||
| Additional paid-in capital | 16,843,607 | 10,938,236 | |||||
| Accumulated other comprehensive income (loss) | (3,989 | ) | (5,888 | ) | |||
| Dividends/distributions in excess of earnings | (4,504,616 | ) | (3,378,838 | ) | |||
| Total equity | 12,339,082 | 7,557,115 | |||||
| Total liabilities and equity | $ | 32,229,570 | $ | 22,675,092 |
See accompanying notes to consolidated financial statements.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands of dollars, except per share amounts)
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net revenues: | |||||||||||
| Site rental | $ | 3,669,191 | $ | 3,233,307 | $ | 3,018,413 | |||||
| Network services and other | 686,414 | 687,918 | 645,438 | ||||||||
| Net revenues | 4,355,605 | 3,921,225 | 3,663,851 | ||||||||
| Operating expenses: | |||||||||||
| Costs of operations(a): | |||||||||||
| Site rental | 1,143,914 | 1,023,350 | 963,869 | ||||||||
| Network services and other | 419,787 | 417,171 | 357,557 | ||||||||
| General and administrative | 426,698 | 371,031 | 310,921 | ||||||||
| Asset write-down charges | 17,322 | 34,453 | 33,468 | ||||||||
| Acquisition and integration costs | 61,431 | 17,453 | 15,678 | ||||||||
| Depreciation, amortization and accretion | 1,242,408 | 1,108,551 | 1,036,178 | ||||||||
| Total operating expenses | 3,311,560 | 2,972,009 | 2,717,671 | ||||||||
| Operating income (loss) | 1,044,045 | 949,216 | 946,180 | ||||||||
| Interest expense and amortization of deferred financing costs | (590,682 | ) | (515,032 | ) | (527,128 | ) | |||||
| Gains (losses) on retirement of long-term obligations | (3,525 | ) | (52,291 | ) | (4,157 | ) | |||||
| Interest income | 18,761 | 796 | 1,906 | ||||||||
| Other income (expense) | 1,994 | (8,835 | ) | 57,028 | |||||||
| Income (loss) from continuing operations before income taxes | 470,593 | 373,854 | 473,829 | ||||||||
| Benefit (provision) for income taxes | (26,043 | ) | (16,881 | ) | 51,457 | ||||||
| Income (loss) from continuing operations | 444,550 | 356,973 | 525,286 | ||||||||
| Discontinued operations (see note 3): | |||||||||||
| Income (loss) from discontinued operations, net of tax | — | — | 19,690 | ||||||||
| Net gain (loss) from disposal of discontinued operations, net of tax | — | — | 979,359 | ||||||||
| Income (loss) from discontinued operations, net of tax | — | — | 999,049 | ||||||||
| Net income (loss) | 444,550 | 356,973 | 1,524,335 | ||||||||
| Less: Net income (loss) attributable to the noncontrolling interest | — | — | 3,343 | ||||||||
| Net income (loss) attributable to CCIC stockholders | 444,550 | 356,973 | 1,520,992 | ||||||||
| Dividends on preferred stock | (58,294 | ) | (32,991 | ) | (43,988 | ) | |||||
| Net income (loss) attributable to CCIC common stockholders | $ | 386,256 | $ | 323,982 | $ | 1,477,004 | |||||
| Net income (loss) | $ | 444,550 | $ | 356,973 | $ | 1,524,335 | |||||
| Other comprehensive income (loss): | |||||||||||
| Interest rate swaps reclassified into results of operations, net of taxes | — | — | 18,725 | ||||||||
| Foreign currency translation adjustments | 1,899 | (1,490 | ) | (14,137 | ) | ||||||
| Amounts reclassified into discontinued operations for foreign currency translation adjustments (see note 3) | — | — | (25,678 | ) | |||||||
| Total other comprehensive income (loss) | 1,899 | (1,490 | ) | (21,090 | ) | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 446,449 | $ | 355,483 | $ | 1,503,245 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||
| Income (loss) from continuing operations, basic | $ | 1.01 | $ | 0.95 | $ | 1.45 | |||||
| Income (loss) from discontinued operations, basic | $ | — | $ | — | $ | 2.99 | |||||
| Net income (loss) attributable to CCIC common stockholders, basic | $ | 1.01 | $ | 0.95 | $ | 4.44 | |||||
| Income (loss) from continuing operations, diluted | $ | 1.01 | $ | 0.95 | $ | 1.44 | |||||
| Income (loss) from discontinued operations, diluted | $ | — | $ | — | $ | 2.98 | |||||
| Net income (loss) attributable to CCIC common stockholders, diluted | $ | 1.01 | $ | 0.95 | $ | 4.42 | |||||
| Weighted-average common shares outstanding (in thousands): | |||||||||||
| Basic | 381,740 | 340,349 | 333,002 | ||||||||
| Diluted | 383,221 | 340,879 | 334,062 | ||||||||
| Dividends/distributions declared per share of common stock | $ | 3.90 | $ | 3.61 | $ | 3.35 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
See accompanying notes to consolidated financial statements.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands of dollars)
| Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) from continuing operations | $ | 444,550 | $ | 356,973 | $ | 525,286 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||||||||||
| Depreciation, amortization and accretion | 1,242,408 | 1,108,551 | 1,036,178 | |||||||||
| (Gains) losses on retirement of long-term obligations | 3,525 | 52,291 | 4,157 | |||||||||
| (Gains) losses on settled swaps | 328 | 2,608 | (54,475 | ) | ||||||||
| Amortization of deferred financing costs and other non-cash interest | 9,368 | 14,333 | 37,126 | |||||||||
| Stock-based compensation expense | 91,647 | 79,338 | 60,773 | |||||||||
| Asset write-down charges | 17,322 | 34,453 | 33,468 | |||||||||
| Deferred income tax (benefit) provision | 14,888 | 8,603 | (60,618 | ) | ||||||||
| Other non-cash adjustments, net | (1,648 | ) | 2,451 | (8,915 | ) | |||||||
| Changes in assets and liabilities, excluding the effects of acquisitions: | ||||||||||||
| Increase (decrease) in accrued interest | 34,771 | 30,044 | 32 | |||||||||
| Increase (decrease) in accounts payable | (34,067 | ) | 10,600 | (5,287 | ) | |||||||
| Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities | 175,522 | 195,998 | 325,880 | |||||||||
| Decrease (increase) in receivables | 60,859 | (58,664 | ) | 12,668 | ||||||||
| Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets | (15,287 | ) | (55,315 | ) | (112,248 | ) | ||||||
| Net cash provided by (used for) operating activities | 2,044,186 | 1,782,264 | 1,794,025 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Payment for acquisitions of businesses, net of cash acquired | (9,260,135 | ) | (556,854 | ) | (1,102,179 | ) | ||||||
| Capital expenditures | (1,228,071 | ) | (873,883 | ) | (908,892 | ) | ||||||
| Net (payments) receipts from settled swaps | (328 | ) | 8,141 | 54,475 | ||||||||
| Other investing activities, net | (5,487 | ) | 12,364 | (3,138 | ) | |||||||
| Net cash provided by (used for) investing activities | (10,494,021 | ) | (1,410,232 | ) | (1,959,734 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of long-term debt | 3,092,323 | 5,201,010 | 1,000,000 | |||||||||
| Principal payments on debt and other long-term obligations | (118,880 | ) | (95,787 | ) | (102,866 | ) | ||||||
| Purchases and redemptions of long-term debt | — | (4,044,834 | ) | (1,069,337 | ) | |||||||
| Payments under revolving credit facility | (1,840,000 | ) | (4,565,000 | ) | (1,360,000 | ) | ||||||
| Borrowings under revolving credit facility | 2,820,000 | 3,440,000 | 1,790,000 | |||||||||
| Payments for financing costs | (29,240 | ) | (41,533 | ) | (19,642 | ) | ||||||
| Net proceeds from issuance of common stock | 4,221,329 | 1,325,865 | — | |||||||||
| Net proceeds from issuance of preferred stock | 1,607,759 | — | — | |||||||||
| Purchases of common stock | (23,307 | ) | (24,936 | ) | (29,657 | ) | ||||||
| Dividends/distributions paid on common stock | (1,508,705 | ) | (1,239,158 | ) | (1,116,444 | ) | ||||||
| Dividends paid on preferred stock | (29,935 | ) | (43,988 | ) | (43,988 | ) | ||||||
| Net (increase) decrease in restricted cash | 3,808 | (7,931 | ) | 16,458 | ||||||||
| Net cash provided by (used for) financing activities | 8,195,152 | (96,292 | ) | (935,476 | ) | |||||||
| Net increase (decrease) in cash and cash equivalents - continuing operations | (254,683 | ) | 275,740 | (1,101,185 | ) | |||||||
| Discontinued operations (see note 3): | ||||||||||||
| Net cash provided by (used for) operating activities | — | — | 2,700 | |||||||||
| Net cash provided by (used for) investing activities | — | 113,150 | 1,103,577 | |||||||||
| Net increase (decrease) in cash and cash equivalents - discontinued operations | — | 113,150 | 1,106,277 | |||||||||
| Effect of exchange rate changes on cash | 1,178 | (101 | ) | (1,902 | ) | |||||||
| Cash and cash equivalents at beginning of year | 567,599 | 178,810 | 175,620 | (a) | ||||||||
| Cash and cash equivalents at end of year | $ | 314,094 | $ | 567,599 | $ | 178,810 |
| (a) | Inclusive of cash and cash equivalents included in discontinued operations. |
See accompanying notes to consolidated financial statements.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(In thousands of dollars, except share data)
| Common Stock | 6.875% Mandatory Convertible Preferred Stock | 4.50% Mandatory Convertible Preferred Stock | Accumulated Other Comprehensive Income (Loss) ("AOCI") | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Shares | ($0.01 Par) | Shares | ($0.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Derivative Instruments | Total AOCI | Dividends/Distributions in Excess of Earnings | Noncontrolling interest from discontinued operations | Total | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2014 | 333,856,632 | $ | 3,339 | — | — | 9,775,000 | — | $ | 98 | $ | 9,512,396 | $ | 34,545 | $ | (18,725 | ) | $ | 15,820 | $ | (2,815,428 | ) | $ | 21,003 | $ | 6,737,228 | |||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 251,554 | 2 | — | — | — | — | — | 65,838 | — | — | — | — | — | 65,840 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | (336,526 | ) | (3 | ) | — | — | — | — | — | (29,654 | ) | — | — | — | — | — | (29,657 | ) | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | — | (38,943 | ) | 18,725 | (20,218 | ) | — | (872 | ) | (21,090 | ) | ||||||||||||||||||||||||||||||
| Disposition of CCAL | — | — | — | — | — | — | — | — | — | — | — | (23,474 | ) | (23,474 | ) | |||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | — | — | — | — | — | (1,119,973 | ) | — | (1,119,973 | ) | |||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | — | — | — | — | — | — | — | (43,988 | ) | — | (43,988 | ) | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | — | 1,520,992 | 3,343 | 1,524,335 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2015 | 333,771,660 | $ | 3,338 | — | — | 9,775,000 | $ | 98 | $ | 9,548,580 | $ | (4,398 | ) | $ | — | $ | (4,398 | ) | $ | (2,458,397 | ) | $ | — | $ | 7,089,221 |
| (a) | See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)" and note 9 with respect to the reclassification adjustment. |
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(In thousands of dollars, except share data)
| Common Stock | 6.875% Mandatory Convertible Preferred Stock | 4.50% Mandatory Convertible Preferred Stock | AOCI | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Shares | ($0.01 Par) | Shares | ($0.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Derivative Instruments | Total AOCI | Dividends/Distributions in Excess of Earnings | Noncontrolling interest from discontinued operations | Total | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2015 | 333,771,660 | $ | 3,338 | — | — | 9,775,000 | $ | 98 | $ | 9,548,580 | $ | (4,398 | ) | $ | — | $ | (4,398 | ) | $ | (2,458,397 | ) | $ | — | $ | 7,089,221 | ||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 263,782 | 2 | — | — | — | — | 86,271 | — | — | — | — | — | 86,273 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | (289,531 | ) | (3 | ) | — | — | — | — | (24,933 | ) | — | — | — | — | — | (24,936 | ) | ||||||||||||||||||||||||||||||
| Net proceeds from issuance of common stock | 15,178,064 | 152 | — | — | — | — | 1,325,713 | — | — | — | — | — | 1,325,865 | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | (1,490 | ) | — | (1,490 | ) | — | — | (1,490 | ) | |||||||||||||||||||||||||||||||
| Recognition of excess tax benefit | — | — | — | — | — | — | 2,623 | — | — | — | — | — | 2,623 | ||||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | — | — | — | — | — | (1,244,423 | ) | — | (1,244,423 | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | — | — | — | — | — | — | (32,991 | ) | — | (32,991 | ) | ||||||||||||||||||||||||||||||||
| Conversion of preferred stock to common stock (see note 12) | 11,612,684 | 116 | — | — | (9,775,000 | ) | (98 | ) | (18 | ) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | 356,973 | — | 356,973 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2016 | 360,536,659 | $ | 3,605 | — | — | — | $ | — | $ | 10,938,236 | $ | (5,888 | ) | $ | — | $ | (5,888 | ) | $ | (3,378,838 | ) | $ | — | $ | 7,557,115 |
| (a) | See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)." |
See accompanying notes to consolidated financial statements.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(In thousands of dollars, except share data)
| Common Stock | 6.875% Mandatory Convertible Preferred Stock | 4.50% Mandatory Convertible Preferred Stock | AOCI | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Shares | ($0.01 Par) | Shares | ($0.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Derivative Instruments | Total AOCI | Dividends/Distributions in Excess of Earnings | Noncontrolling interest from discontinued operations | Total | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2016 | 360,536,659 | $ | 3,605 | — | — | — | $ | — | $ | 10,938,236 | $ | (5,888 | ) | $ | — | $ | (5,888 | ) | $ | (3,378,838 | ) | $ | — | $ | 7,557,115 | |||||||||||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 861,028 | 10 | — | — | — | — | — | 99,978 | — | — | — | — | — | 99,988 | ||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | (259,331 | ) | (3 | ) | — | — | — | — | — | (23,304 | ) | — | — | — | — | — | (23,307 | ) | ||||||||||||||||||||||||||||||
| Net proceeds from issuances of common stock (see note 12) | 45,142,300 | 451 | — | — | — | — | 4,220,878 | — | — | — | — | — | 4,221,329 | |||||||||||||||||||||||||||||||||||
| Net proceeds from issuances of preferred stock (see note 12) | — | — | 1,650,000 | 17 | — | — | 1,607,742 | — | — | — | — | — | 1,607,759 | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | — | 1,899 | 1,899 | — | — | 1,899 | |||||||||||||||||||||||||||||||||||
| Recognition of excess tax benefit | — | — | — | — | — | — | — | 77 | — | — | — | — | — | 77 | ||||||||||||||||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | — | — | — | — | — | (1,512,034 | ) | — | (1,512,034 | ) | |||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | — | — | — | — | — | — | — | (58,294 | ) | — | (58,294 | ) | ||||||||||||||||||||||||||||||||
| Conversion of preferred stock to common stock (see note 12) | 17 | — | (2 | ) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | 444,550 | — | 444,550 | ||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2017 | 406,280,673 | $ | 4,063 | 1,649,998 | 17 | — | $ | — | $ | 16,843,607 | $ | (3,989 | ) | $ | — | $ | (3,989 | ) | $ | (4,504,616 | ) | $ | — | $ | 12,339,082 |
| (a) | See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)." |
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
| 1. | Basis of Presentation |
The consolidated financial statements include the accounts of Crown Castle International Corp. and its predecessor, as applicable (together, "CCIC"), and their subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated in consolidation. As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.
The Company owns, operates and leases shared communications infrastructure that is geographically dispersed throughout the U.S, including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, fiber and small cells assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants."
The Company's core business is providing access, including space or capacity, to its shared communications infrastructure via long-term contracts in various forms, including licenses, subleases and lease agreements (collectively, "contracts").
Approximately 53% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T, Sprint, and T-Mobile. The Company has the option to purchase these towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options. Additional information concerning these towers is as follows:
| ◦ | Approximately 22% of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with AT&T for a weighted-average initial term of approximately 28 years, weighted on site rental gross margin. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if exercised, would be due between 2032 and 2048. |
| ◦ | Approximately 16% of the Company's towers are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leases, subleases, or other agreements with Sprint. The Company has the option to purchase in 2037 all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately $2.3 billion. |
| ◦ | Approximately 15% of the Company's towers are leased or subleased or operated and managed under a master prepaid lease or other related agreements with T-Mobile for a weighted-average initial term of approximately 28 years, weighted on site rental gross margin. The Company has the option to purchase the leased and subleased towers from T-Mobile at the end of the respective lease or sublease terms for aggregate option payments of approximately $2.0 billion, which payments, if exercised would be due between 2035 and 2049. In addition, through the acquisition of the rights to approximately 7,100 towers ("T-Mobile Acquisition"), there are another approximately 1% of the Company's towers subject to a lease and sublease or other related arrangements with AT&T. The Company has the option to purchase these towers that it does not otherwise already own at the end of their respective lease terms for aggregate option payments of up to approximately $405 million, which payments, if exercised, would be due between 2018 and 2032 (less than $10 million would be due before 2025). |
As part of the Company's effort to provide comprehensive communications infrastructure solutions, the Company also offers certain network services relating to its communications infrastructure, consisting of (1) site development services primarily relating to existing or new tenant equipment installations on its towers and small cells, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services") and (2) tenant equipment installation or subsequent augmentations (collectively, "installation services").
The Company operates as a real estate investment trust ("REIT") for U.S. federal income tax purposes. In addition, the Company has certain taxable REIT subsidiaries ("TRSs"). See note 11.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
As a result of the 2017 Acquisitions of fiber assets as described in note 4, the Company has changed the name of the "Small Cells" operating segment to "Fiber." The Company changed the name of this segment to reflect its strategy of utilizing the same fiber assets to provide both small cells and fiber solutions to its customers. The name change did not impact the composition or the previously-reported operating results of the Fiber segment. As such, the Company's operating segments are now referred to as "Towers" and "Fiber." See note 16.
| 2. | Summary of Significant Accounting Policies |
Restricted Cash
Restricted cash represents (1) the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Company's debt instruments, (2) cash securing performance obligations such as letters of credit, as well as (3) any other cash whose use is limited by contractual provisions. The restriction of rental cash receipts is a critical feature of certain of the Company's debt instruments, due to the applicable indenture trustee's ability to utilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate or personal property taxes, (4) insurance premiums related to towers, (5) other assessments by governmental authorities and potential environmental remediation costs, or (6) a portion of advance rents from tenants. The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. The Company has classified the increases and decreases in restricted cash as (1) cash provided by financing activities for cash held by indenture trustees based on consideration of the terms of the related indebtedness, although the cash flows have aspects of both financing activities and operating activities, (2) cash provided by investing activities for cash securing performance obligations and restricted cash that is acquired in acquisitions, or (3) cash provided by operating activities for the other remaining restricted cash.
The following table is a summary of the impact of restricted cash on the statement of cash flows.
| For the years ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net cash provided by (used from) operating activities | $ | 847 | $ | (4,547 | ) | $ | 3,974 | ||||
| Net cash provided by (used from) investing activities | $ | (26 | ) | $ | 10,541 | $ | (3,752 | ) | |||
| Net cash provided by (used from) financing activities | $ | 3,808 | $ | (7,931 | ) | $ | 16,458 |
Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status, or contractual provisions. Additions to the allowance for doubtful accounts are charged either to "site rental costs of operations" or to "network services and other costs of operations," as appropriate; and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company classifies its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one of the following criteria is met, subject to certain exceptions noted below: (1) the lease transfers ownership of the leased assets to the lessee, (2) there is a bargain purchase option, (3) the lease term is equal to 75% or more of the economic life of the leased assets, or (4) the present value of the minimum lease payments equals or exceeds 90% of the fair value of the leased assets.
Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraph is present relating to the leased assets. When the Company, as lessee, classifies a lease as a capital lease, it records an asset in an amount equal to the present value of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis as discussed under "costs of operations" below.
Lessor. If the Company is the lessor of leased property that is part of a larger whole (including a portion of space on a tower) and for which fair value is not objectively determinable, then such a lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basis as discussed under "Revenue Recognition."
See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easements for land, which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, the Company reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of communications infrastructure is computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals, and improvements are capitalized, while maintenance and repairs are expensed. Labor and interest costs incurred directly related to the construction of certain property and equipment are capitalized during the construction phase of projects. For the years ended December 31, 2017, 2016, and 2015, the Company had $91.9 million, $86.1 million, and $36.7 million in capitalized labor costs, respectively. The carrying value of property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Abandonments and write-offs of property and equipment are recorded to "asset write-down charges" on the Company's consolidated statement of operations and comprehensive income (loss) and were $14.3 million, $26.9 million, and $27.0 million for the years ended December 31, 2017, 2016, and 2015, respectively.
Asset Retirement Obligations
Pursuant to its ground lease, easement and leased facility agreements, the Company records obligations to perform asset retirement activities, including requirements to remove communications infrastructure or remediate the space upon which the Company's communications infrastructure resides. Asset retirement obligations are included in "other long-term liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss). The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company's reporting units are the same as its operating segments (Towers and Fiber). The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company performed its most recent annual goodwill impairment test as of October 1, 2017, which resulted in no impairments.
Intangible Assets
Intangible assets are included in "site rental contracts and customer relationships, net" and "other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contracts and customer relationships, (2) below-market leases for land interest under the acquired communications infrastructure, or (3) other contractual rights such as trademarks. The site rental contracts and customer relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the expected exercise of the renewal provisions contained within the existing leases, which automatically occur under contractual provisions, or (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases.
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and customer relationships intangible asset is limited by the maximum depreciable life of the communications infrastructure (20 years), as a result of the interdependency of the communications infrastructure and site rental leases. In contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and customer relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, the site rental contracts and customer relationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the communications infrastructure.
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and customer relationships intangible assets. First, the Company pools the site rental contracts and customer relationships with the related communications infrastructure assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and customer relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.
Deferred Credits
Deferred credits are included in "deferred revenues" and "other long-term liabilities" on the Company's consolidated balance sheet and consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) below-market tenant leases for contractual interests with tenants on acquired communications infrastructure, which are amortized to site rental revenues and (2) above-market leases for land interests under the Company's communications infrastructure, which are amortized to site rental cost of operations.
Fair value for these deferred credits represents the difference between (1) the stated contractual payments to be made pursuant to the in-place lease and (2) management's estimate of fair market lease rates for each corresponding lease. Deferred credits are measured over a period equal to the estimated remaining economic lease term considering renewal provisions or economics associated with those renewal provisions, to the extent applicable. Deferred credits are amortized over their respected estimated lease terms at the time of acquisition.
Deferred Financing Costs
Third-party costs incurred to obtain financing, with the exception of costs incurred related to revolving lines of credit, are deferred and are included as a direct deduction from the carrying amount of the related debt liability in "debt and other long-term obligations" on the Company's consolidated balance sheet. Third party costs incurred to obtain financing through a revolving line of credit are deferred and are included in "long-term prepaid rent and other assets, net" on the Company's consolidated balance sheet.
Revenue Recognition
Site rental revenues are recognized on a monthly basis over the fixed, non-cancelable term of the relevant contract (generally ranging from five to 15 years for site rental revenues derived from wireless customers and three to 20 years for site rental revenues derived from the Company's fiber solutions business (including from organizations with high-bandwidth and multi-location demands)), regardless of whether the payments from the tenant are received in equal monthly amounts. Certain of the Company's contracts contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")). If the payment terms call for fixed escalations, upfront payments, or rent free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues include current amounts of $86.0 million and $67.2 million included in "other current assets" and non-current amounts of $1.3 billion and $1.3 billion included in "deferred site rental receivables" for the years ended December 31, 2017 and 2016, respectively. Amounts billed or received prior to being earned are deferred and reflected in "deferred revenues" and "other long-term liabilities."
Network services revenues are recognized after completion of the applicable service. Nearly all of the installation services are billed on a cost-plus profit basis and site development services are billed on a fixed fee basis.
In jurisdictions where the Company determines that it is the principal taxpayer, taxes and surcharges are recorded on a gross basis. In jurisdictions where the Company determines that it is acting as a collection agent for the government authority (for example, in collecting sales taxes or value-added taxes collected from customers), such amounts are presented on a net basis.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.
Costs of Operations
Approximately 55% of the Company's site rental costs of operations expenses consist of Towers ground lease expenses, and the remainder includes fiber access expenses, property taxes, repairs and maintenance expenses, employee compensation or related benefit costs, or utilities. Generally, the ground leases for land are specific to each site and are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easements and ground leases in which it prepays the entire term in advance. Fiber access expenses primarily consist of leases of fiber assets and other access agreements to facilitate the Company's communications infrastructure.
Ground lease and fiber access expenses are recognized on a monthly basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease and fiber access agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense using a time period that equals or exceeds the remaining depreciable life of the communications infrastructure asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing renewal options, the Company has straight-lined the expense over a sufficient portion of such renewals to coincide with the final termination of the tenant's renewal options. The Company's non-current liability related to straight-line expense is included in "other long-term liabilities" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements is included in "prepaid expenses" and "long-term prepaid rent and other assets, net" on the Company's consolidated balance sheet.
Network services and other costs of operations predominately consist of third-party service providers such as contractors and professional services firms and, to a lesser extent, internal labor costs.
Acquisition and Integration Costs
All direct or incremental costs related to a business combination are expensed as incurred. Costs include severance, retention bonuses payable to employees of an acquired enterprise, temporary employees to assist with the integration of the acquired operations, or fees paid for services such as consulting, accounting, legal, or engineering reviews. These business combination costs are included in "acquisition and integration costs" on the Company's consolidated statement of operations and comprehensive income (loss). See note 4 for a discussion of the Company's recent acquisitions.
Stock-Based Compensation
Restricted Stock Units. The Company records stock-based compensation expense only for those unvested restricted stock units ("RSUs") for which the requisite service is expected to be rendered. The cumulative effect of a change in the estimated number of RSUs for which the requisite service is expected to be or has been rendered is recognized in the period of the change in the estimate. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of the Company's valuation techniques and related assumptions and estimates used to measure the Company's stock-based compensation is as follows:
Valuation. The fair value of RSUs without market conditions is determined based on the number of shares relating to such RSUs and the quoted price of the Company's common stock at the date of grant. The Company estimates the fair value of RSUs with market conditions granted using a Monte Carlo simulation. The Company's determination of the fair value of RSUs with market conditions on the date of grant is affected by its common stock price as well as assumptions regarding a number of highly complex or subjective variables. The determination of fair value using a Monte Carlo simulation requires the input of subjective assumptions, and other reasonable assumptions could provide differing results.
Amortization Method. The Company amortizes the fair value of all RSUs on a straight-line basis for each separately vesting tranche of the award (graded vesting schedule) over the requisite service periods.
Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock.
Expected Dividend Rate. The expected dividend rate at the date of grant is based on the then-current dividend yield.
Risk-Free Rate. The Company bases the risk-free rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Forfeitures. The Company uses historical data and management's judgment about the future employee turnover rates to estimate the number of shares for which the requisite service period will not be rendered.
Interest Expense and Amortization of Deferred Financing Costs
The components of interest expense and amortization of deferred financing costs are as follows:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Interest expense on debt obligations | $ | 581,314 | $ | 500,699 | $ | 490,002 | |||||
| Amortization of deferred financing costs and adjustments on long-term debt, net | 19,035 | 19,087 | 21,048 | ||||||||
| Amortization of interest rate swaps | — | — | 18,725 | ||||||||
| Capitalized interest | (11,545 | ) | (7,010 | ) | (4,805 | ) | |||||
| Other | 1,878 | 2,256 | 2,158 | ||||||||
| Total | $ | 590,682 | $ | 515,032 | $ | 527,128 |
The Company amortizes deferred financing costs, discounts, premiums, and purchase price adjustments on long-term debt over the estimated term of the related borrowing using the effective interest yield method. Discounts or purchase price adjustments are generally presented as a direct reduction to the related debt obligation on the Company's consolidated balance sheet.
Income Taxes
The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is currently distributed to its stockholders. The Company also may be subject to certain federal, state, local, and foreign taxes on its income and assets, including (1) alternative minimum taxes (repealed effective January 1, 2018), (2) taxes on any undistributed income, (3) taxes related to the TRSs, (4) franchise taxes, (5) property taxes, and (6) transfer taxes. In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification for taxation as a REIT.
During the fourth quarter of 2015, the Company completed the necessary steps to include small cells that were previously included in one or more wholly-owned TRSs in the REIT effective January 2016. As a result, during the fourth quarter of 2015, the Company de-recognized the related net deferred tax liabilities. Effective January 4, 2016, the Company's small cells that were previously included in one or more TRSs were included in the REIT. See note 11.
Additionally, the Company has included in TRSs certain other assets and operations. Those TRS assets and operations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located. The Company's foreign assets and operations (including its tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not. The Company will be subject to a federal corporate level tax rate (currently 21%) on the gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the REIT conversion up to the amount of the built in gain that existed on January 1, 2014, which is based upon the fair market value of those assets in excess of the Company's tax basis on January 1, 2014. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").
For the Company's TRSs, the Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that the asset will not be realized. The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income, reversing deferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance for assets that do not meet the "more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes in facts and circumstances that impact the recoverability of the asset.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
The Company recognizes a tax position if it is "more likely than not" that it will be sustained upon examination. The tax position is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company reports penalties and tax-related interest expense as a component of the benefit (provision) for income taxes. As of December 31, 2017 and 2016, the Company has not recorded any penalties related to its income tax positions.
See note 11.
Per Share Information
Basic net income (loss) attributable to CCIC common stockholders, per common share excludes dilution and is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period. For the year ended December 31, 2017, diluted net income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable upon (1) the vesting of RSUs as determined under the treasury stock method and (2) conversion of the Company's 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("6.875% Convertible Preferred Stock"), as determined under the if-converted method. For the years ended December 31, 2016 and December 31, 2015, diluted income (loss) attributable to CCIC common stockholders, per common share is computed by dividing net income (loss) attributable to CCIC common stockholders by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable upon (1) the vesting of RSUs as determined under the treasury stock method and (2) conversion of the Company's then outstanding 4.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("4.50% Convertible Preferred Stock"), as determined under the if-converted method.
A reconciliation of the numerators and denominators of the basic and diluted per share computations is as follows:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net income (loss) from continuing operations | $ | 444,550 | $ | 356,973 | $ | 525,286 | |||||
| Dividends on preferred stock | (58,294 | ) | (32,991 | ) | (43,988 | ) | |||||
| Net income (loss) from continuing operations attributable to CCIC common stockholders for basic and diluted computations | $ | 386,256 | $ | 323,982 | $ | 481,298 | |||||
| Income (loss) from discontinued operations, net of tax | — | — | 999,049 | ||||||||
| Less: Net income (loss) attributable to the noncontrolling interest | — | — | 3,343 | ||||||||
| Net income (loss) from discontinued operations attributable to CCIC common stockholders for basic and diluted computations | — | — | 995,706 | ||||||||
| Weighted-average number of common shares outstanding (in thousands): | |||||||||||
| Basic weighted-average number of common stock outstanding | 381,740 | 340,349 | 333,002 | ||||||||
| Effect of assumed dilution from potential common shares relating to RSUs | 1,481 | 530 | 1,060 | ||||||||
| Diluted weighted-average number of common shares outstanding | 383,221 | 340,879 | 334,062 | ||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||
| Income (loss) from continuing operations, basic | $ | 1.01 | $ | 0.95 | $ | 1.45 | |||||
| Income (loss) from discontinued operations, basic | $ | — | $ | — | $ | 2.99 | |||||
| Net income (loss) attributable to CCIC common stockholders, basic | $ | 1.01 | $ | 0.95 | $ | 4.44 | |||||
| Income (loss) from continuing operations, diluted | $ | 1.01 | $ | 0.95 | $ | 1.44 | |||||
| Income (loss) from discontinued operations, diluted | $ | — | $ | — | $ | 2.98 | |||||
| Net income (loss) attributable to CCIC common stockholders, diluted | $ | 1.01 | $ | 0.95 | $ | 4.42 |
For the year ended December 31, 2017, 15.0 million common share equivalents related to the 6.875% Convertible Preferred Stock were excluded from the dilutive common shares because the impact of the conversion of such preferred stock would be anti-dilutive based on the Company's common stock price as of December 31, 2017. For the year ended December 31, 2015, 11.4 million common share equivalents related to the then outstanding 4.50% Convertible Preferred Stock were excluded from the dilutive common shares because the impact of the conversion of such preferred stock would be anti-dilutive based on the Company's common stock price at the end of such year. See notes 12 and 13.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted) in active and accessible markets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and (3) Level 3 — unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period.
The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The Company determines the fair value of its debt securities based on indicative quotes (that is non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if applicable. Foreign currency swaps are valued at settlement amounts using observable exchange rates and, if material, reflect an adjustment for the Company's and contract counterparty's credit risk. There were no changes since December 31, 2016 in the Company's valuation techniques used to measure fair values. See note 10 for a further discussion of fair values.
Swaps
Interest Rate Swaps. The Company had previously entered into interest rate swaps to manage or reduce its interest rate risk, including the use of (1) forward-starting interest rate swaps to hedge its exposure to variability in future cash flows attributable to changes in LIBOR on anticipated financings, including refinancings and potential future borrowings or (2) interest rate swaps to hedge the interest rate variability on a portion of the Company's floating rate debt. Derivative financial instruments were entered into for periods that matched the related underlying exposures. The Company can elect whether or not to designate derivative financial instruments as accounting hedges. The Company can also enter into derivative financial instruments that are not designated as accounting hedges. As of December 31, 2017, the Company does not have any interest rate swaps.
Derivatives were recognized on the consolidated balance sheet at fair value. If the derivative was designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative was recorded as a separate component of stockholders' equity, captioned "accumulated other comprehensive income (loss)" on the Company's consolidated balance sheet, and recognized as increases or decreases to "interest expense and amortization of deferred financing costs" on the Company's consolidated statement of operations and comprehensive income (loss) when the hedged item affects earnings. If a hedge ceased to qualify for hedge accounting, any change in the fair value of the derivative since the date it ceased to qualify was recorded to "net gain (loss) on interest rate swaps." However, any amounts previously recorded to "accumulated other comprehensive income (loss)" would remain there until the original forecasted transaction affected earnings. In situations where it becomes probable that the hedged forecasted transaction will not occur, any gains or losses that have been recorded to "accumulated other comprehensive income (loss)" are immediately reclassified to earnings.
Foreign Currency Swaps. During 2015, the Company entered into foreign currency swaps to manage and reduce its foreign currency risk related to the May 2015 sale of the Company's formerly 77.6% owned subsidiary that operated towers in Australia ("CCAL") (see note 3). The derivatives were recognized on the consolidated balance sheet at fair value as of December 31, 2015. These swaps were not designated as accounting hedges and as such, the corresponding gain (loss) on the fair value adjustment is included as a component of "other income (expense)" on the Company's consolidated statement of operations and comprehensive income (loss). See note 9. In January 2016, the then outstanding swap related to the installment payment received from the Buyer (as defined in note 3) was cash settled.
Recently Adopted Accounting Pronouncements
No accounting pronouncements adopted during the year ended December 31, 2017 had a material impact on the Company's consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Recent Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for the Company on January 1, 2018, following the FASB's July 2015 decision to defer the effective date of the standard by one year. This guidance is required to be applied, at the Company's election, either (1) retrospectively to each prior reporting period presented, or (2) with the cumulative effect being recognized at the date of initial application. The Company will adopt the guidance effective January 1, 2018 with the cumulative effect being recognized at the date of initial application, and the adoption of this guidance will not have a material impact on its consolidated financial statements.
In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. This guidance is effective for the Company as of January 1, 2019 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. Although early adoption is permitted, the Company does not expect to early adopt the new guidance prior to January 1, 2019. With regard to the application of this guidance to the Towers segment, the Company expects that (1) its Towers lessee arrangements will continue to be classified as operating leases under the new guidance; (2) this guidance will have a material impact on its consolidated balance sheet due to the addition of right-of-use assets and lease liabilities for all lessee arrangements with a term greater than 12 months; and (3) there will not be a material impact to its consolidated statement of operations and consolidated statement of cash flows. With regard to the application of this guidance to the Fiber segment, the Company (1) has established and is progressing through the various steps of a cross-functional project plan to assess the impact of the standard; (2) expects this guidance to have a material impact on its consolidated balance sheet due to the addition of right-of-use assets and lease liabilities for all lessee arrangements with a term greater than 12 months; and (3) continues to assess additional impacts to its consolidated financial statements, including the consolidated statement of operations and the consolidated statement of cash flows.
In November 2016, the FASB issued new guidance which requires an entity's statement of cash flows to explain the change in restricted cash and restricted cash equivalents in addition to cash and cash equivalents. This new guidance also requires an entity that includes cash, cash equivalents, restricted cash and restricted cash equivalents on multiple lines on its balance sheet to present a reconciliation between its statement of cash flows and its balance sheet. The guidance is effective for the Company on January 1, 2018, and is required to be applied retrospectively to each prior reporting period presented. The Company will adopt this guidance effective January 1, 2018, and believes that the impact of the new guidance will be limited to certain changes in presentation on the consolidated statement of cash flows.
In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for the Company as of January 1, 2018, and is required to be applied prospectively. The Company will adopt this guidance effective January 1, 2018 and will apply the new guidance to prospective transactions. The adoption of this guidance will not have a material impact on the Company's consolidated financial statements.
In January 2017, the FASB issued new guidance to simplify the accounting for goodwill impairment by removing the second step of the existing goodwill impairment test. As a result of the guidance, goodwill impairment, if any, will be measured during the step-one impairment test as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Additionally, the guidance does not change the option to complete a qualitative assessment prior to performing a step-one impairment test. The guidance is effective for the Company as of January 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact of the guidance, including the impact on its consolidated financial statements.
In February 2017, the FASB issued new guidance which clarifies the scope and application of accounting for the de-recognition of non-financial assets and in substance non-financial assets, including sales and partial sales of real estate assets. The new guidance also eliminates the existing industry specific guidance for partial sales of real estate and requires full gain recognition upon partial sales of real estate. The guidance is effective for the Company as of January 1, 2018. The Company will adopt this guidance effective January 1, 2018, and the adoption of this guidance will not have a material impact on its consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| 3. | Discontinued Operations |
On May 14, 2015, the Company entered into a definitive agreement to sell CCAL to a consortium of investors led by Macquarie Infrastructure and Real Assets (collectively, "Buyer"). On May 28, 2015, the Company completed the sale. At closing, the Company received net proceeds of approximately $1.1 billion after accounting for the Company's 77.6% ownership interest, repayment of intercompany debt owed to the Company by CCAL and estimated transaction fees and expenses, exclusive of the impact of foreign currency swaps related to the CCAL sale (see note 9).
As part of the sale of CCAL, in January 2016, the Company received an installment payment from the Buyer totaling approximately $124 million, inclusive of the impact of the related foreign currency swap (see note 9).
During the second quarter 2015, the Company used net proceeds from the sale of CCAL to repay portions of outstanding borrowings under the Company's then outstanding senior secured credit facility ("2012 Credit Facility"). See note 8.
The Company entered into foreign currency swaps to manage and reduce its foreign currency risk associated with the sale of CCAL. These swaps are not included in discontinued operations. See note 9.
Prior to the sale of CCAL, it had historically been a separate operating segment of the Company. The sale of CCAL is treated as discontinued operations for all periods presented pursuant to ASU 2014-08, which the Company adopted on January 1, 2015. The sale of CCAL represented a strategic shift of the Company to focus on its U.S. operations. The gain from disposal of CCAL is included in discontinued operations on the consolidated statement of operations. The tables below set forth the results of operations related to discontinued operations for the year ended December 31, 2015.
| Year Ended December 31, | ||||
| 2015(b)(c) | ||||
| Total revenues | $ | 65,293 | ||
| Total cost of operations (a) | 17,498 | |||
| Depreciation, amortization and accretion | 10,168 | |||
| Total other expenses | 10,481 | |||
| Pre-tax income from discontinued operations | 27,146 | |||
| Benefit (provision) from income taxes | (7,456 | ) | ||
| Net income (loss) from discontinued operations(d) | $ | 19,690 |
| (a) | Exclusive of depreciation, amortization, and accretion shown separately. |
| (b) | No interest expense has been allocated to discontinued operations. |
| (c) | CCAL results are through May 28, 2015, which was the closing date of the Company's sale of CCAL. |
| (d) | Exclusive of the gain (loss) from disposal of discontinued operations, net of tax, as presented on the consolidated statement of operations. |
The Company recorded a gain on the sale of CCAL during the year ended December 31, 2015, which was comprised of the following items:
| Cash received from sale of CCAL(a) | $ | 1,139,369 | |
| Installment payment receivable due January 2016(a) | 117,384 | ||
| Total proceeds from sale of CCAL | $ | 1,256,753 | |
| Adjusted for: | |||
| Net assets and liabilities related to discontinued operations(b)(c) | 258,575 | ||
| Transaction fees and expenses | 23,059 | ||
| Foreign currency translation reclassification adjustments(d) | (25,678 | ) | |
| Pre-tax gain (loss) from disposal of discontinued operations | 1,000,797 | ||
| Income taxes related to the sale of CCAL | (21,438 | ) | |
| Gain (loss) from disposal of discontinued operations | $ | 979,359 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| (a) | Exclusive of foreign currency swaps and based on exchange rates as of May 28, 2015, which was the closing date of the Company's sale of CCAL. See note 9. The impact of fluctuations in the exchange rate subsequent to the closing date are reflected as a component of "other income (expense)" on the Company's consolidated statement of operations. |
| (b) | Represents net assets attributable to CCIC, net of the disposition of noncontrolling interest of $23.5 million. |
| (c) | Inclusive of $11.1 million of cash. |
| (d) | Represents foreign currency translation adjustments previously included in "accumulated other comprehensive income (loss)" on the consolidated balance sheet and reclassified to "net gain (loss) from disposal of discontinued operations, net of tax" on the consolidated statement of operations and comprehensive income (loss). |
| 4. | Acquisitions |
2015 Sunesys Acquisition
During April 2015, the Company entered into a definitive agreement to acquire Quanta Fiber Networks, Inc. ("Sunesys") for approximately $1.0 billion in cash, subject to certain limited adjustments ("Sunesys Acquisition"). On August 4, 2015, the Company closed the Sunesys Acquisition. The results of operations from Sunesys have been included in the Company's consolidated statement of operations since the date of acquisition.
Prior to the closing, Sunesys was a wholly owned subsidiary of Quanta Services, Inc. and a fiber services provider that owned or had rights to nearly 10,000 route miles of fiber in major metropolitan markets across the U.S., including Los Angeles, Philadelphia, Chicago, Atlanta, Silicon Valley, and northern New Jersey. Approximately 60% of Sunesys' fiber route miles were located in the top 10 basic trading areas.
The Company utilized borrowings under the 2012 Credit Facility and cash on hand to fund the cash consideration of approximately $1.0 billion. See note 8.
The final purchase price allocation for the Sunesys Acquisition is shown below.
| Final Purchase Price Allocation | |||
| Current assets | $ | 15,306 | |
| Property and equipment | 444,394 | ||
| Goodwill(a) | 331,775 | ||
| Other intangible assets, net | 254,079 | ||
| Current liabilities | (20,233 | ) | |
| Other non-current liabilities | (37,356 | ) | |
| Net assets acquired(b) | $ | 987,965 |
| (a) | The final purchase price allocation for the Sunesys Acquisition resulted in the recognition of goodwill based on the Company's expectation to leverage the Sunesys fiber footprint to support new small cells. The Sunesys fiber is complementary to the Company's existing fiber assets and is located where the Company expects to see wireless carrier network investments. |
| (b) | Assets acquired in the Sunesys Acquisition are included in the Company's REIT and as such, no deferred taxes were recorded in connection with the Sunesys Acquisition. |
Net revenues and net income (loss) attributable to the Sunesys Acquisition are included in the Company's consolidated statements of operations and comprehensive income (loss), since the date the acquisition was completed. For the years ended December 31, 2017, 2016 and 2015, the Sunesys Acquisition contributed consolidated net revenues of $121.7 million, $112.6 million and $41.4 million, respectively.
2016 TDC Acquisition
In April 2016, the Company acquired Tower Development Corporation ("TDC"), a portfolio of approximately 330 towers, for approximately $461.0 million in cash ("TDC Acquisition"). The Company financed the acquisition with cash on hand, cash from borrowings under the Company's senior unsecured revolving credit facility ("2016 Revolver"), and cash from equity issuances under the ATM Program (see note 12). The final purchase price allocation was primarily comprised of customer relationships of approximately $140 million, property and equipment of approximately $107 million, and goodwill of approximately $211 million.
2017 FiberNet Acquisition
On November 1, 2016, the Company announced that it had entered into a definitive agreement to acquire FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy, Inc. (collectively, "FiberNet") for approximately $1.5 billion in cash, subject to certain limited adjustments ("FiberNet Acquisition"). FiberNet is a fiber services provider in Florida and Texas that, as of the agreement date, owned or had rights to approximately 11,500 route miles of fiber installed or under construction, inclusive of approximately 6,000 route miles in top metro markets. On January 17, 2017, the Company closed the FiberNet
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Acquisition, which was financed using proceeds from its November 2016 Common Stock Offering (as defined in note 12) and borrowings under the 2016 Revolver (see note 8).
The preliminary purchase price allocation for the FiberNet Acquisition is shown below and is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to fixed assets, intangible assets and certain liabilities.
| Preliminary Purchase Price Allocation | |||
| Current assets | $ | 52,274 | |
| Property and equipment | 438,478 | ||
| Goodwill(a) | 777,563 | ||
| Other intangible assets, net(b) | 327,338 | ||
| Other non-current assets | 2,449 | ||
| Current liabilities | (41,120 | ) | |
| Other non-current liabilities | (36,152 | ) | |
| Net assets acquired(c) | $ | 1,520,830 |
| (a) | The preliminary purchase price allocation for the FiberNet Acquisition resulted in the recognition of goodwill based on: |
| • | the Company's expectation to leverage the FiberNet fiber footprint to support new small cells and fiber solutions, |
| • | the complementary nature of the FiberNet fiber to the Company's existing fiber assets and its location in top metro markets where the Company expects to see wireless carrier network investments, |
| • | the Company's belief that the acquired fiber assets are well-positioned to benefit from the continued growth trends in the demand for data, and |
| • | other intangibles not qualified for separate recognition, including the assembled workforce. |
| (b) | Predominantly comprised of site rental contracts and customer relationships. |
| (c) | The vast majority of the assets will be included in the Company's REIT. As such, no deferred taxes were recorded in connection with the FiberNet Acquisition. |
2017 Wilcon Acquisition
On April 17, 2017, the Company announced that it had entered into a definitive agreement to acquire Wilcon Holdings LLC ("Wilcon") from Pamlico Holdings and other unit holders of Wilcon for approximately $600 million in cash, subject to certain limited adjustments ("Wilcon Acquisition"). Wilcon is a fiber services provider that owns approximately 1,900 route miles of fiber, primarily in Los Angeles and San Diego. On June 26, 2017, the Company closed the Wilcon Acquisition, which was financed using proceeds from the May 2017 Common Stock Offering (as defined in note 12) and the 4.750% Senior Notes (as defined in note 8) offering.
The preliminary purchase price of approximately $600 million was primarily comprised of other intangible assets (predominantly comprised of site rental contracts and customer relationships) of approximately $140 million, property and equipment of approximately $150 million, goodwill of approximately $360 million, offset by deferred revenues of approximately $40 million.
The preliminary purchase price allocation for the Wilcon Acquisition resulted in the recognition of goodwill based on (1) the Company's expectation to leverage the Wilcon fiber footprint to support new small cells and fiber solutions, (2) the complementary nature of the Wilcon fiber to the Company's existing fiber assets and its location primarily in Los Angeles and San Diego, where the Company expects to see wireless carrier network investments, (3) the Company's belief that the acquired fiber assets are well positioned to benefit from the continued growth trends in the demand for data, and (4) other intangibles not qualified for separate recognition, including the assembled workforce. The preliminary purchase price allocation for the Wilcon Acquisition is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to fixed assets, intangible assets and certain liabilities.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
2017 Lightower Acquisition
On July 18, 2017, the Company announced that it had entered into a definitive agreement to acquire LTS Group Holdings LLC ("Lightower") from Berkshire Partners, Pamlico Capital and other investors for approximately $7.1 billion in cash, subject to certain limited adjustments ("Lightower Acquisition"). Lightower owns or has rights to approximately 32,000 route miles of fiber located primarily in top metro markets in the Northeast, including Boston, New York and Philadelphia. On November 1, 2017, the Company closed the Lightower Acquisition, which was financed using (1) cash on hand, including proceeds from the July 2017 Equity Offerings (as defined in note 12) and the August 2017 Senior Notes (as defined in note 8) offering, and (2) borrowings under the 2016 Revolver.
The preliminary purchase price allocation for the Lightower Acquisition is shown below and is based upon a preliminary valuation which is subject to change as the Company obtains additional information with respect to fixed assets, intangible assets and certain liabilities.
| Preliminary Purchase Price Allocation | |||
| Current assets | $ | 104,643 | |
| Property and equipment | 2,197,466 | ||
| Goodwill(a) | 3,116,010 | ||
| Other intangible assets, net(b) | 2,177,090 | ||
| Other non-current assets | 28,834 | ||
| Current liabilities | (172,399 | ) | |
| Other non-current liabilities | (299,667 | ) | |
| Net assets acquired(c) | $ | 7,151,977 |
| (a) | The preliminary purchase price allocation for the Lightower Acquisition resulted in the recognition of goodwill based on: |
| • | the Company's expectation to leverage the Lightower fiber footprint to support new small cells and fiber solutions, |
| • | the complementary nature of the Lightower fiber to the Company's existing fiber assets and its location where the Company expects to see wireless carrier network investments, |
| • | the Company's belief that the acquired fiber assets are well-positioned to benefit from the continued growth trends in the demand for data, and |
| • | other intangibles not qualified for separate recognition, including the assembled workforce. |
| (b) | Predominantly comprised of site rental contracts and customer relationships. |
| (c) | The vast majority of the assets will be included in the Company's REIT. As such, no deferred taxes were recorded in connection with the Lightower Acquisition. |
Actual and Pro Forma Financial Information
Net revenues and net income (loss) attributable to acquisitions completed during the year ended December 31, 2017 are included in the Company's consolidated statements of operations and comprehensive income (loss), since the respective date each acquisition was completed. For the year ended December 31, 2017, the FiberNet Acquisition, Wilcon Acquisition and Lightower Acquisition (collectively, "2017 Acquisitions") resulted in an increase to consolidated net revenues of $314.1 million.
The unaudited pro forma financial results for the years ended December 31, 2017 and 2016 combine the historical results of the Company, along with the historical results of the 2017 Acquisitions for the respective periods. The following table presents the unaudited pro forma consolidated results of operations of the Company as if each acquisition was completed as of January 1, 2016 for the periods presented below. The unaudited pro forma amounts are presented for illustrative purposes only and are not necessarily indicative of future consolidated results of operations.
| Twelve Months Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| Net revenues | $ | 5,050,166 | $ | 4,864,852 | ||||
| Income (loss) before income taxes | 541,389 | (b)(c) | 367,326 | (b)(c)(d) | ||||
| Benefit (provision) for income taxes | (28,960 | ) | (a) | (20,968 | ) | (a) | ||
| Net income (loss) | $ | 512,429 | (b)(c) | $ | 346,358 | (b)(c)(d) | ||
| Basic net income (loss) attributable to CCIC common stockholders, per common share | $ | 0.89 | (c)(e) | $ | 0.51 | (c)(e) | ||
| Diluted net income (loss) attributable to CCIC common stockholders, per common share | $ | 0.88 | (c)(e) | $ | 0.51 | (c)(e) |
| (a) | For the years ended December 31, 2017 and 2016, amounts are inclusive of pro forma adjustments to the benefit (provision) for income tax as a result of the Company's REIT status. The vast majority of the assets and related income from the FiberNet Acquisition, the Wilcon Acquisition, and the Lightower |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Acquisition are included in the Company's REIT. The remaining assets are included in the Company's TRS. For purposes of the unaudited pro forma financial results, an adjustment has been made to reflect the additional tax impact of the income related to the TRS assets.
| (b) | For the years ended December 31, 2017 and 2016, amounts are inclusive of pro forma adjustments to depreciation and amortization of $247.1 million and $315.9 million, respectively, related to property and equipment and intangibles recorded as a result of the 2017 Acquisitions. |
| (c) | Pro forma amounts include the impact of the interest expense and common stock share issuances associated with the related debt and equity financings for the 2017 Acquisitions (see above and notes 8 and 12). |
| (d) | Amounts are inclusive of a total of $120 million of Lightower stock-based compensation expense and acquisition and integration costs. |
| (e) | Pro forma amounts include the impact of the preferred stock dividends related to the Mandatory Convertible Preferred Stock Offering (as defined in note 12) for the Lightower Acquisition (see above and note 12). |
| 5. | Property and Equipment |
The major classes of property and equipment are as follows:
| Estimated Useful Lives | As of December 31, | ||||||||
| 2017 | 2016 | ||||||||
| Land(a) | — | $ | 1,859,431 | $ | 1,747,335 | ||||
| Buildings | 40 years | 119,313 | 110,641 | ||||||
| Communications infrastructure assets | 1-20 years | 17,183,482 | 13,825,394 | ||||||
| Information technology assets and other | 2-7 years | 372,339 | 278,489 | ||||||
| Construction in process | — | 898,621 | 456,675 | ||||||
| Total gross property and equipment | 20,433,186 | 16,418,534 | |||||||
| Less: accumulated depreciation | (7,500,301 | ) | (6,613,219 | ) | |||||
| Total property and equipment, net | $ | 12,932,885 | $ | 9,805,315 |
| (a) | Includes land owned in fee and perpetual easements. |
Depreciation expense for the years ended December 31, 2017, 2016 and 2015 was $914.9 million, $832.7 million and $774.9 million, respectively. Capital leases and associated leasehold improvements related to gross property and equipment, and accumulated depreciation was $4.3 billion and $1.7 billion, respectively, as of December 31, 2017. See notes 1 and 2, including discussion of the Company's prepaid master lease agreements.
| 6. | Goodwill and Intangible Assets |
Goodwill
The changes in the carrying value of goodwill for the years ended December 31, 2017 and December 31, 2016 were as follows:
| Balance as of December 31, 2015 | $ | 5,513,551 | |
| Additions due to TDC Acquisition(a) | 210,905 | ||
| Adjustments due to other acquisitions, purchase price allocations and other, net | 33,220 | ||
| Balance as of December 31, 2016 | $ | 5,757,676 | |
| Additions due to FiberNet Acquisition(b) | 777,563 | ||
| Additions due to Wilcon Acquisition(b) | 357,606 | ||
| Additions due to Lightower Acquisition(b) | 3,116,010 | ||
| Adjustments due to other acquisitions, purchase price allocations and other, net | 12,613 | ||
| Balance as of December 31, 2017 | $ | 10,021,468 |
| (a) | The final purchase price allocation for the TDC Acquisition resulted in the recognition of goodwill in the Towers segment because of the anticipated growth opportunity in the acquired tower portfolio. See note 4. |
| (b) | The preliminary purchase price allocation for the FiberNet Acquisition, Wilcon Acquisition and Lightower Acquisition resulted in the recognition of goodwill in the Fiber segment based on: |
| • | the Company's expectation to leverage the FiberNet, Wilcon and Lightower fiber footprint to support new small cell and fiber solutions, |
| • | the complementary nature of the FiberNet, Wilcon and Lightower fiber to the Company's existing fiber assets and its location where the Company expects to see wireless carrier network investments, |
| • | the Company's belief that the acquired fiber assets are well-positioned to benefit from the continued growth trends in the demand for data, and |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| • | other intangibles not qualified for separate recognition, including the assembled workforce. See note 4. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Intangibles
The following is a summary of the Company's intangible assets. See note 4 for further discussion of the Company's acquisitions.
| As of December 31, 2017 | As of December 31, 2016 | ||||||||||||||||||||||
| Gross Carrying Value(a) | Accumulated Amortization | Net Book Value | Gross Carrying Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||
| Site rental contracts and customer relationships | $ | 7,782,934 | $ | (2,156,499 | ) | $ | 5,626,435 | $ | 5,146,301 | $ | (1,847,523 | ) | $ | 3,298,778 | |||||||||
| Other intangible assets | 502,891 | (167,567 | ) | 335,324 | 497,091 | (145,797 | ) | 351,294 | |||||||||||||||
| Total | $ | 8,285,825 | $ | (2,324,066 | ) | $ | 5,961,759 | $ | 5,643,392 | $ | (1,993,320 | ) | $ | 3,650,072 |
| (a) | During the year ended December 31, 2017, intangible assets additions (primarily site rental contracts and customer relationships) from acquisitions had a weighted average amortization period of approximately 17 years. |
Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations and comprehensive income (loss):
| For Years Ended December 31, | |||||||||||
| Classification | 2017 | 2016 | 2015 | ||||||||
| Depreciation, amortization and accretion | $ | 314,447 | $ | 264,656 | $ | 251,443 | |||||
| Site rental costs of operations | 18,373 | 19,367 | 20,420 | ||||||||
| Total amortization expense | $ | 332,820 | $ | 284,023 | $ | 271,863 |
The estimated annual amortization expense related to intangible assets (inclusive of those recorded as an increase to "site rental costs of operations") for the years ending December 31, 2018 to 2022 is as follows:
| Years Ending December 31, | |||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||
| Estimated annual amortization | $ | 445,849 | $ | 444,889 | $ | 444,589 | $ | 444,155 | $ | 443,688 |
| 7. | Other Liabilities |
Other long-term liabilities
The following is a summary of the components of "other long-term liabilities" as presented on the Company's consolidated balance sheet. See also note 2.
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Deferred rental revenues | $ | 1,076,845 | $ | 983,263 | ||||
| Deferred ground lease payable | 559,556 | 517,281 | ||||||
| Above market leases for land interests, net | 201,542 | 224,126 | ||||||
| Deferred credits, net | 531,856 | 207,992 | ||||||
| Asset retirement obligation | 173,733 | 146,100 | ||||||
| Deferred income tax liabilities | 5,192 | 8,075 | ||||||
| Other long-term liabilities | 5,313 | 392 | ||||||
| Total | $ | 2,554,037 | $ | 2,087,229 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Pursuant to its ground lease, easement and leased facility agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract termination to remove communications infrastructure or remediate the space upon which its communications infrastructure resides. Accretion expense related to liabilities for retirement obligations amounted to $13.1 million, $11.3 million and $9.9 million for the years ended December 31, 2017, 2016, and 2015, respectively. As of December 31, 2017 and 2016, liabilities for retirement obligations were $173.7 million and $146.1 million, respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2017, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $1.2 billion. See note 2.
For the years ended December 31, 2017, 2016 and 2015, the Company recorded $19.3 million, $21.0 million and $22.5 million, respectively, as a decrease to "site rental costs of operations" for the amortization of above-market leases for land interests under the Company's towers. The estimated amortization expense related to above-market leases for land interests under the Company's towers recorded to site rental costs of operations for the years ending December 31, 2018 to 2022 is as follows:
| Years Ending December 31, | |||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||
| Above-market leases for land interests | $ | 18,277 | $ | 17,674 | $ | 16,769 | $ | 15,667 | $ | 14,580 |
For the years ended December 31, 2017, 2016 and 2015, the Company recognized $37.3 million, $33.6 million and $32.8 million, respectively, in "site rental revenues" related to the amortization of below market tenant leases. The following table summarizes the estimated annual amounts related to below-market tenant leases expected to be amortized into site rental revenues for the years ending December 31, 2018 to 2022 are as follows:
| Years Ending December 31, | |||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||
| Below-market tenant leases | $ | 65,104 | $ | 59,145 | $ | 53,050 | $ | 49,745 | $ | 44,910 |
Other accrued liabilities
Other accrued liabilities included accrued payroll and other accrued compensation of $141.0 million and $100.9 million, respectively, as of December 31, 2017 and 2016.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| 8. | Debt and Other Obligations |
See note 19 for a discussion of the Company's issuance of the January 2018 Senior Notes (as defined in note 19) and the application of the net proceeds therefrom.
The table below sets forth the Company's debt and other obligations as of December 31, 2017.
| Original Issue Date | Contractual Maturity Date | Outstanding Balance as of December 31, | Stated Interest Rate as of December 31, | ||||||||||||
| 2017 | 2016 | 2017 | (a) | ||||||||||||
| Bank debt – variable rate: | |||||||||||||||
| 2016 Revolver | Jan. 2016 | Aug. 2022 | $ | 980,000 | (b) | $ | — | 2.6 | % | (c) | |||||
| 2016 Term Loan A | Jan. 2016 | Aug. 2022 | 2,396,588 | 1,954,173 | 2.6 | % | (c) | ||||||||
| Total bank debt | 3,376,588 | 1,954,173 | |||||||||||||
| Securitized debt – fixed rate: | |||||||||||||||
| Secured Notes, Series 2009-1, Class A-1 | Jul. 2009 | Aug. 2019 | (d) | 31,813 | 51,416 | 6.3 | % | ||||||||
| Secured Notes, Series 2009-1, Class A-2 | Jul. 2009 | Aug. 2029 | (d) | 69,500 | 68,737 | 9.0 | % | ||||||||
| Tower Revenue Notes, Series 2010-3 | Jan. 2010 | Jan. 2040 | (e)(f) | 1,246,106 | 1,244,237 | 6.1 | % | ||||||||
| Tower Revenue Notes, Series 2010-6 | Aug. 2010 | Aug. 2040 | (e)(f) | 995,354 | 993,557 | 4.9 | % | ||||||||
| Tower Revenue Notes, Series 2015-1 | May 2015 | May 2042 | (e)(f) | 297,211 | 296,573 | 3.2 | % | ||||||||
| Tower Revenue Notes, Series 2015-2 | May 2015 | May 2045 | (e)(f) | 692,325 | 691,285 | 3.7 | % | ||||||||
| Total securitized debt | 3,332,309 | 3,345,805 | |||||||||||||
| Bonds – fixed rate: | |||||||||||||||
| 5.250% Senior Notes | Oct. 2012 | Jan. 2023 | 1,639,207 | 1,637,099 | 5.3 | % | |||||||||
| 3.849% Secured Notes | Dec. 2012 | Apr. 2023 | 992,663 | 991,279 | 3.8 | % | |||||||||
| 4.875% Senior Notes | Apr. 2014 | Apr. 2022 | 842,090 | 840,322 | 4.9 | % | |||||||||
| 3.400% Senior Notes | Feb./May 2016 | Feb. 2021 | 849,859 | 849,698 | 3.4 | % | |||||||||
| 4.450% Senior Notes | Feb. 2016 | Feb. 2026 | 891,145 | 890,118 | 4.5 | % | |||||||||
| 3.700% Senior Notes | May 2016 | June 2026 | 742,727 | 741,908 | 3.7 | % | |||||||||
| 2.250% Senior Notes | Sept. 2016 | Sept. 2021 | 695,383 | 693,893 | 2.3 | % | |||||||||
| 4.000% Senior Notes | Feb. 2017 | Mar. 2027 | 493,833 | — | 4.0 | % | |||||||||
| 4.750% Senior Notes | May 2017 | May 2047 | 343,209 | — | 4.8 | % | |||||||||
| 3.200% Senior Notes | Aug. 2017 | Sept. 2024 | 741,859 | — | 3.2 | % | |||||||||
| 3.650% Senior Notes | Aug. 2017 | Sept. 2027 | 990,965 | — | 3.7 | % | |||||||||
| Total bonds | 9,222,940 | 6,644,317 | |||||||||||||
| Other: | |||||||||||||||
| Capital leases and other obligations | Various | Various | (g) | 227,783 | 226,847 | Various | |||||||||
| Total debt and other obligations | 16,159,620 | 12,171,142 | |||||||||||||
| Less: current maturities and short-term debt and other current obligations | 115,251 | 101,749 | |||||||||||||
| Non-current portion of long-term debt and other long-term obligations | $ | 16,044,369 | $ | 12,069,393 |
| (a) | Represents the weighted-average stated interest rate. |
| (b) | As of December 31, 2017, the undrawn availability under the 2016 Revolver was $2.5 billion. See note 19. |
| (c) | The 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A") bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from 1.125% to 2.000%, based on the Company's senior unsecured debt rating. The Company pays a commitment fee of approximately 0.200% per annum on the undrawn available amount under the 2016 Revolver. |
| (d) | The Secured Notes, Series 2009-1, Class A-1 and Secured Notes, Series 2009-1, Class A-2 are collectively referred to herein as "2009 Securitized Notes." |
| (e) | The Tower Revenue Notes, Series 2010-3 ("January 2010 Tower Revenue Notes"), Tower Revenue Notes, Series 2010-6 ("August 2010 Tower Revenue Notes") and Tower Revenue Notes, Series 2015-1 and 2015-2 ("May 2015 Tower Revenue Notes") are collectively referred to herein as "Tower Revenue Notes." |
| (f) | If the respective series of Tower Revenue Notes are not paid in full on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of December 31, 2017, the Tower Revenue Notes have principal amounts of $2.3 billion, $300.0 million and $700.0 million, with anticipated repayment dates in 2020, 2022 and 2025, respectively. See note 19. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| (g) | The Company's capital leases and other obligations relate to land, fiber, vehicles, and other assets and bear interest rates ranging up to 10% and mature in periods ranging from less than one year to approximately 30 years. |
The credit agreement governing the Company's 2016 Credit Facility contains financial maintenance covenants. The Company is currently in compliance with these financial maintenance covenants, and based upon current expectations, the Company believes it will continue to comply with its financial maintenance covenants. In addition, certain of the Company's debt agreements also contain restrictive covenants that place restrictions on CCIC or its subsidiaries and may limit the Company's ability to, among other things, incur additional debt and liens, purchase the Company's securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow.
Bank Debt
In January 2016, the Company completed the 2016 Credit Facility, which was originally comprised of (1) a $2.5 billion 2016 Revolver maturing in January 2021, (2) a $2.0 billion 2016 Term Loan A maturing in January 2021 and (3) a $1.0 billion senior unsecured 364-day revolving credit facility ("364-Day Facility") maturing in January 2017. The Company used the net proceeds from the 2016 Credit Facility (1) to repay the then outstanding 2012 Credit Facility and (2) for general corporate purposes. In February 2016, the Company used a portion of the net proceeds from the February 2016 Senior Notes (as defined below) offering to repay in full all outstanding borrowings under the then outstanding 364-Day Facility.
In February 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) incur additional term loans in an aggregate principal amount of $500.0 million and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to January 2022.
In August 2017, the Company entered into an amendment to the 2016 Credit Facility to (1) increase the commitments under the 2016 Revolver by $1.0 billion, for total commitments of $3.5 billion, and (2) extend the maturity of both the 2016 Term Loan A and the 2016 Revolver to August 2022.
Securitized Debt
The Tower Revenue Notes and the 2009 Securitized Notes (collectively, "Securitized Debt") are obligations of special purpose entities and their direct and indirect subsidiaries (each an "issuer"), all of which are wholly-owned, indirect subsidiaries of CCIC. The Tower Revenue Notes and 2009 Securitized Notes are governed by separate indentures. The January 2010 Tower Revenue Notes, August 2010 Tower Revenue Notes and May 2015 Tower Revenue Notes are governed by one indenture and consist of multiple series of notes, each with its own anticipated repayment date.
The net proceeds of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes were primarily used to repay the portion of the 2005 Tower Revenue Notes and 2006 Tower Revenue Notes not previously purchased. In April 2014, the Company utilized a portion of the net proceeds from the 4.875% Senior Notes (as defined below) offering to repay $300.0 million of the January 2010 Tower Revenue Notes which had an anticipated repayment date of January 2015.
The net proceeds of the May 2015 Tower Revenue Notes, together with proceeds received from the Company's sale of CCAL, were primarily used to (1) repay $250.0 million aggregate principal amount of August 2010 Tower Revenue Notes which had an anticipated repayment date of August 2015, (2) repay all of the then outstanding WCP Secured Wireless Site Contracts Revenue Notes, Series 2010-1 ("WCP Securitized Notes"), (3) repay portions of outstanding borrowings under the 2012 Credit Facility and (4) pay related fees and expenses.
The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly by the issuers of the respective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a security interest in substantially all of the applicable issuers' assignable personal property, (2) a pledge of the equity interests in each applicable issuer and (3) a security interest in the applicable issuers' leases with tenants to lease tower space (space licenses). The governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of the issuers of the Tower Revenue Notes generally prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary of Verizon Communications. Consequently, while distributions paid by Crown Atlantic and Crown GT will service the Tower Revenue Notes, the Tower Revenue Notes are not obligations of, nor are the Tower Revenue Notes secured by the cash flows or any other assets of, Crown Atlantic and Crown GT. As of December 31, 2017, the Securitized Debt was collateralized with personal property and equipment with an aggregate net book value of approximately $1.1 billion, exclusive of Crown Atlantic and Crown GT personal property and equipment.
The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses and management fees, are distributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Ratio ("DSCR") (as defined in the applicable governing loan agreement) as of the end of any calendar quarter falls to a certain level, then all excess cash flow of the issuers of the applicable debt instrument will be deposited into a reserve account instead of being released to the Company. The funds in the reserve account will not be released to the Company until the DSCR exceeds a certain level for two consecutive calendar quarters. If the DSCR falls below a certain level as of the end of any calendar quarter, then all cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied to prepay the debt with applicable prepayment consideration.
The Company may repay the Tower Revenue Notes or the 2009 Securitized Notes in whole or in part at any time after the second anniversary of the applicable issuance date, provided such prepayment is accompanied by any applicable prepayment consideration. The Securitized Debt has covenants and restrictions customary for rated securitizations, including provisions prohibiting the issuers from incurring additional indebtedness or further encumbering their assets.
See note 19 for a discussion of the redemption of the January 2010 Tower Revenue Notes.
Bonds—Senior Notes
In February 2017, the Company issued $500.0 million aggregate principal amount of 4.000% senior unsecured notes due March 2027 ("4.000% Senior Notes"). The Company used the net proceeds from the 4.000% Senior Notes offering to repay a portion of the outstanding borrowings under the 2016 Revolver.
In May 2017, the Company issued $350.0 million aggregate principal amount of 4.750% senior unsecured notes due May 2047 ("4.750% Senior Notes"). The Company used the net proceeds from the 4.750% Senior Notes offering to partially fund the Wilcon Acquisition and to repay a portion of the outstanding borrowings under the 2016 Revolver.
In August 2017, the Company issued $1.75 billion aggregate principal amount of senior unsecured notes ("August 2017 Senior Notes"), which consisted of (1) $750.0 million aggregate principal amount of 3.200% senior unsecured notes due September 2024 ("3.200% Senior Notes") and (2) $1.0 billion aggregate principal amount of 3.650% senior unsecured notes due September 2027 ("3.650% Senior Notes"). The Company used the net proceeds from the August 2017 Senior Notes offering to partially fund the Lightower Acquisition and pay related fees and expenses.
In February 2016, the Company issued $1.5 billion aggregate principal amount of senior unsecured notes ("February 2016 Senior Notes"), which consisted of (1) $600.0 million aggregate principal amount of 3.400% senior notes due February 2021 ("3.400% Senior Notes") and (2) $900.0 million aggregate principal amount of 4.450% senior unsecured notes due February 2026 ("4.450% Senior Notes"). The Company used the net proceeds from the February 2016 Senior Notes offering, together with cash on hand, to (1) repay in full all outstanding borrowings under the then outstanding 364-Day Facility and (2) repay $500.0 million of outstanding borrowings under the 2016 Revolver.
In May 2016, the Company issued $1.0 billion aggregate principal amount of senior unsecured notes ("May 2016 Senior Notes"), which consisted of (1) $250.0 million aggregate principal amount of additional 3.400% Senior Notes pursuant to the same indenture as the 3.400% Senior Notes issued in the February 2016 Senior Notes offering and (2) $750.0 million aggregate principal amount of 3.700% senior unsecured notes due June 2026 ("3.700% Senior Notes"). The Company used the net proceeds from the May 2016 Senior Notes offering to repay in full the Tower Revenue Notes, Series 2010-2 and Series 2010-5, each issued by certain of its subsidiaries, and to repay a portion of the outstanding borrowings under the 2016 Revolver.
In September 2016, the Company issued $700.0 million aggregate principal amount of 2.250% senior unsecured notes ("2.250% Senior Notes") due September 2021. The Company used the net proceeds from the 2.250% Senior Notes offering to (1) repay $500.0 million aggregate principal amount of 2.381% secured notes due 2017 ("2.381% Secured Notes") issued by certain of its subsidiaries and (2) repay a portion of the outstanding borrowings under the 2016 Revolver.
In April 2014, the Company issued $850.0 million aggregate principal amount of 4.875% senior unsecured notes due April 2022 ("4.875% Senior Notes"). The net proceeds from the offering were approximately $839.0 million, after the deduction of associated fees. The Company utilized the net proceeds from the 4.875% Senior Notes offering (1) to repay $300.0 million of the January 2010 Tower Revenue Notes with an anticipated repayment date of January 2015 and (2) to redeem all of the then outstanding 7.125% senior unsecured notes due 2019.
In October 2012, the Company issued $1.65 billion aggregate principal amount of 5.250% senior unsecured notes due 2023 ("5.250% Senior Notes"). The Company used the net proceeds from the 5.250% Senior Notes offering to partially fund the T-Mobile Acquisition.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Each of the February 2016 Senior Notes, May 2016 Senior Notes, 2.250% Senior Notes, 4.875% Senior Notes, 5.250% Senior Notes, 4.000% Senior Notes, 4.750% Senior Notes, August 2017 Senior Notes (collectively, "Senior Notes") are senior unsecured obligations of the Company and rank equally with all of the Company's existing and future senior unsecured indebtedness, including obligations under the 2016 Credit Facility, and senior to all of the Company's future subordinated indebtedness. The Senior Notes are structurally subordinated to all existing and future liabilities and obligations of the Company's subsidiaries. The Company's subsidiaries are not guarantors of the Senior Notes.
CCIC may redeem any of the Senior Notes in whole or in part at any time at a price equal to 100% of the principal amount to be redeemed, plus a make whole premium, if applicable, and accrued and unpaid interest, if any to the date of redemption.
Bonds—Secured Notes
In December 2012, the Company issued $1.0 billion aggregate principal amount of 3.849% secured notes due 2023 ("3.849% Secured Notes"). The 2012 Secured Notes were issued and are guaranteed by the same subsidiaries of CCIC that had previously issued and guaranteed the 7.750% senior unsecured notes due 2017 ("7.750% Secured Notes"). The 3.849% Secured Notes are secured by a pledge of the equity interests of such subsidiaries. The 3.849% Secured Notes are not guaranteed by and are not obligations of CCIC or any of its subsidiaries other than the issuers and guarantors of the 3.849% Secured Notes. The 3.849% Secured Notes will be paid solely from the cash flows generated from operations of the towers held directly and indirectly by the issuers and the guarantors of such notes. The Company used the net proceeds from the issuance of the 3.849% Secured Notes to repurchase and redeem the then outstanding 7.750% Secured Notes and a portion of the then outstanding 9.000% senior notes due 2011. The 3.849% Secured Notes may be redeemed at any time at a price equal to 100% of the principal amount, plus a make whole premium, and accrued and unpaid interest, if any to the redemption date.
Previously Outstanding Indebtedness
See above for a discussion of the Company's recent redemptions and repayments of debt.
Contractual Maturities
The following are the scheduled contractual maturities of the total debt or other long-term obligations outstanding at December 31, 2017. These maturities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes. If the Tower Revenue Notes are not paid in full on or prior to their respective anticipated repayment dates, as applicable, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue Notes.
| Years Ending December 31, | |||||||||||||||||||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total Cash Obligations | Unamortized Adjustments, Net | Total Debt and Other Obligations Outstanding | |||||||||||||||||||||||||||
| Scheduled contractual maturities | $ | 116,045 | $ | 167,458 | $ | 155,051 | $ | 1,824,568 | $ | 3,701,737 | $ | 10,296,901 | $ | 16,261,760 | $ | (102,140 | ) | $ | 16,159,620 |
Debt Purchases and Redemptions
The following is a summary of the purchases and redemptions of debt during the years ended December 31, 2017, 2016 and 2015.
| Year Ending December 31, 2017 | |||||||||||
| Principal Amount | Cash Paid | Gains (losses)(a) | |||||||||
| 2016 Term Loan A | $ | — | $ | — | $ | (3,525 | ) |
| (a) | The losses related to write off of deferred financing costs. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| Year Ending December 31, 2016 | |||||||||||
| Principal Amount | Cash Paid(a) | Gains (losses)(b) | |||||||||
| Revolving Credit Facility under 2012 Credit Facility | $ | — | $ | — | $ | (1,930 | ) | ||||
| Tranche A Term Loans under 2012 Credit Facility | 629,375 | 629,375 | (1,498 | ) | |||||||
| Tranche B Term Loans under 2012 Credit Facility | 2,247,015 | 2,247,015 | (27,122 | ) | |||||||
| Tower Revenue Notes, Series 2010-2 | 350,000 | 352,796 | (3,338 | ) | |||||||
| Tower Revenue Notes, Series 2010-5 | 300,000 | 307,176 | (8,129 | ) | |||||||
| 2.381% Secured Notes | 500,000 | 508,472 | (10,274 | ) | |||||||
| Total | $ | 4,026,390 | $ | 4,044,834 | $ | (52,291 | ) |
| (a) | Exclusive of accrued interest. |
| (b) | Inclusive of $33.8 million related to the write off of deferred financing costs. |
| Year Ending December 31, 2015 | |||||||||||
| Principal Amount | Cash Paid(a) | Gains (losses)(b) | |||||||||
| Tower Revenue Notes, Series 2010-4 | $ | 250,000 | $ | 250,000 | $ | (159 | ) | ||||
| WCP Securitized Notes | 252,830 | 252,830 | 2,105 | ||||||||
| Tranche B Term Loans under 2012 Credit Facility | 564,137 | 564,137 | (6,127 | ) | |||||||
| Other | 2,394 | 2,370 | 24 | ||||||||
| Total | $ | 1,069,361 | $ | 1,069,337 | $ | (4,157 | ) |
| (a) | Exclusive of accrued interest. |
| (b) | Inclusive of $4.2 million related to the write off of deferred financing costs, premiums and discounts. |
| 9. | Swaps |
Foreign Currency Swaps
During May 2015, the Company entered into two previously outstanding foreign currency swaps to manage and reduce its foreign currency risk related to its sale of CCAL (see note 3). The Company does not enter into foreign currency swaps for speculative or trading purposes. The foreign currency swaps were originally comprised of the following:
| Item Swapped | Notional Amount | Forward Rate | Start Date | End Date | Pay Amount | Receive Amount | Fair Value at December 31, 2017 | ||||||||
| May 2015 cash receipt from sale of CCAL | A$1,400,000 | 0.8072 | May 2015 | June 2015 | Australian Dollar | US Dollar | N/A | (a) | |||||||
| Installment payment from Buyer | A$155,000 | 0.79835 | May 2015 | January 2016 | Australian Dollar | US Dollar | N/A | (b) |
| (a) | In conjunction with closing the CCAL sale on May 28, 2015, the Company cash settled the swap with a notional value of Australian dollar $1.4 billion and recorded a gain on foreign currency swaps of $54.5 million, which is included as a component of "other income (expense)" on the Company's consolidated statement of operations. |
| (b) | As of December 31, 2015, the Company marked-to-market the swap with a notional value of Australian dollar $155.0 million and recorded (1) an asset within "other current assets" on the Company's consolidated balance sheet and (2) a corresponding gain on foreign currency swaps, which is included as a component of "other income (expense)" on the Company's consolidated statement of operations. In January 2016, the then outstanding swap related to the installment payment received from the Buyer was settled. |
In total, the Company recorded a gain on foreign currency swaps of $65.2 million for the year ended December 31, 2015, respectively. This gain is included as a component of "other income (expense)" on the Company's consolidated statement of operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| 10. | Fair Value Disclosures |
The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets (liabilities). See also note 2.
| Level in Fair Value Hierarchy | December 31, 2017 | December 31, 2016 | |||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
| Assets: | |||||||||||||||||
| Cash and cash equivalents | 1 | $ | 314,094 | $ | 314,094 | $ | 567,599 | $ | 567,599 | ||||||||
| Restricted cash | 1 | 126,065 | 126,065 | 129,547 | 129,547 | ||||||||||||
| Liabilities: | |||||||||||||||||
| Debt and other obligations | 2 | $ | 16,159,620 | $ | 16,643,725 | $ | 12,171,142 | $ | 12,660,013 |
| 11. | Income Taxes |
Income (loss) from continuing operations before income taxes by geographic area is as follows:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Domestic | $ | 450,771 | $ | 349,041 | $ | 461,293 | |||||
| Foreign(a) | 19,822 | 24,813 | 12,536 | ||||||||
| Total | $ | 470,593 | $ | 373,854 | $ | 473,829 |
| (a) | Inclusive of income (loss) before income taxes from Puerto Rico. |
The benefit (provision) for income taxes consists of the following:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Current: | |||||||||||
| Federal | $ | (2,816 | ) | $ | (227 | ) | $ | 495 | |||
| Foreign | (6,050 | ) | (6,820 | ) | (5,675 | ) | |||||
| State | (2,289 | ) | (1,231 | ) | (3,981 | ) | |||||
| Total current | (11,155 | ) | (8,278 | ) | (9,161 | ) | |||||
| Deferred: | |||||||||||
| Federal | (17,743 | ) | (7,968 | ) | 44,716 | ||||||
| Foreign | 2,883 | (601 | ) | (1,048 | ) | ||||||
| State | (28 | ) | (34 | ) | 16,950 | ||||||
| Total deferred | (14,888 | ) | (8,603 | ) | 60,618 | ||||||
| Total tax benefit (provision) | $ | (26,043 | ) | $ | (16,881 | ) | $ | 51,457 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory income tax rate to the income (loss) before income taxes is as follows:
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Benefit (provision) for income taxes at statutory rate | $ | (164,707 | ) | $ | (130,849 | ) | $ | (165,840 | ) | ||
| Tax effect of foreign income (losses) | (430 | ) | 1,215 | (527 | ) | ||||||
| Tax adjustment related to REIT operations | 158,812 | 121,092 | 186,649 | ||||||||
| Tax adjustment related to the inclusion of small cells in the REIT(a) | — | — | 33,759 | ||||||||
| Expenses for which no federal tax benefit was recognized | (42 | ) | (43 | ) | (414 | ) | |||||
| Valuation allowances | 21 | (21 | ) | 3,000 | |||||||
| State tax (provision) benefit, net of federal | (2,115 | ) | (1,085 | ) | 1,210 | ||||||
| Foreign tax | (3,168 | ) | (7,421 | ) | (6,723 | ) | |||||
| Effects of tax law change(b) | (14,628 | ) | — | — | |||||||
| Other | 214 | 231 | 343 | ||||||||
| Total | $ | (26,043 | ) | $ | (16,881 | ) | $ | 51,457 |
| (a) | During the fourth quarter of 2015, the Company de-recognized the net deferred tax liabilities related to the Company's small cells previously included in one or more TRSs in conjunction with the inclusion of small cells in the REIT in January 2016. |
| (b) | Pursuant to the Tax Cuts and Jobs Act, which was signed into law in December 2017, the Company was required to write down its net federal deferred tax asset in the amount of $16.8 million as a result of the reduction in the federal corporate tax rate offset by a benefit of $2.2 million related to the refund of the Company's alternative minimum tax credit carryforward. |
The components of the net deferred income tax assets and liabilities are as follows:
| December 31, | |||||||
| 2017 | 2016 | ||||||
| Deferred income tax liabilities: | |||||||
| Property and equipment | $ | 4,940 | $ | 3,945 | |||
| Deferred site rental receivable | 6,907 | 6,192 | |||||
| Total deferred income tax liabilities | 11,847 | 10,137 | |||||
| Deferred income tax assets: | |||||||
| Intangible assets | 4,460 | 22,377 | |||||
| Net operating loss carryforwards | 20,800 | 21,143 | |||||
| Deferred ground lease payable | 2,060 | 1,646 | |||||
| Accrued liabilities | 5,161 | 5,511 | |||||
| Receivables allowance | 317 | 383 | |||||
| Other | 1,431 | 1,726 | |||||
| Valuation allowances | (1,172 | ) | (6,627 | ) | |||
| Total deferred income tax assets, net | 33,057 | 46,159 | |||||
| Net deferred income tax asset (liabilities) | $ | 21,210 | $ | 36,022 |
The Company operates as a REIT for U.S. federal income tax purposes.
The components of the net deferred income tax assets (liabilities) are as follows:
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||
| Classification | Gross | Valuation Allowance | Net | Gross | Valuation Allowance | Net | |||||||||||||||||
| Federal | $ | 25,260 | $ | — | $ | 25,260 | $ | 42,948 | $ | (21 | ) | $ | 42,927 | ||||||||||
| State | 1,142 | — | 1,142 | 1,170 | — | 1,170 | |||||||||||||||||
| Foreign | (4,020 | ) | (1,172 | ) | (5,192 | ) | (1,469 | ) | (6,606 | ) | (8,075 | ) | |||||||||||
| Total | $ | 22,382 | $ | (1,172 | ) | $ | 21,210 | $ | 42,649 | $ | (6,627 | ) | $ | 36,022 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
At December 31, 2017, the Company had U.S. federal and state NOLs of approximately $1.5 billion and $0.6 billion, respectively, which are available to offset future taxable income. These amounts include approximately $237.0 million of losses related to stock-based compensation. The Company also has foreign NOLs of $53.2 million. If not utilized, the Company's U.S. federal NOLs expire starting in 2024 and ending in 2036, the state NOLs expire starting in 2018 and ending in 2036, and the foreign NOLs expire starting in 2022 and ending in 2037. The utilization of the NOLs is subject to certain limitations. The Company's U.S. federal and state income tax returns generally remain open to examination by taxing authorities until three years after the applicable NOLs have been used or expired. The remaining valuation allowance relates to certain foreign net deferred tax assets (primarily NOLs).
As of December 31, 2017, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized. The aggregate changes in the balance of unrecognized tax benefits are as follows:
| Years Ended December 31, | |||||||
| 2017 | 2016 | ||||||
| Balance at beginning of year | $ | 3,080 | $ | 6,770 | |||
| Additions based on prior year tax positions | — | 116 | |||||
| Reductions as a result of the lapse of statute limitations | (3,080 | ) | (3,806 | ) | |||
| Balance at end of year | $ | — | $ | 3,080 |
From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. At this time, the Company is not subject to an Internal Revenue Service examination. The Australian Taxation Office is conducting an audit of the tax consequences for Australian tax purposes of the Company's sale of CCAL. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions. The Company believes it has adequately provided for uncertain tax positions and does not believe assessments, if any, arising from current or future examination or audits will have a material effect on the Company's financial statements.
As of December 31, 2017, the Company's deferred tax assets are included in "long-term prepaid rent and other assets, net" and the Company's deferred tax liabilities are included in "other long-term liabilities" on the Company's consolidated balance sheet.
| 12. | Equity |
"At-The-Market" Stock Offering Program
The Company maintains an "at-the-market" stock offering program ("ATM Program") through which it may, from time to time, issue and sell shares of its common stock having an aggregate cumulative gross sales price of up to $500.0 million to or through sales agents. Sales, if any, under the ATM Program may be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. The Company intends to use the net proceeds from any sales under the ATM Program for general corporate purposes, which may include the funding of future acquisitions or investments and the repayment or repurchase of any outstanding indebtedness. During the year ended December 31, 2017, 0.2 million shares of common stock were sold under the ATM Program, generating net proceeds of $22.0 million after giving effect to sales commissions of $0.2 million. During the year ended December 31, 2016, 3.8 million shares of common stock were sold under the ATM Program, generating net proceeds of $323.8 million after giving effect to sales agent commissions of $3.3 million. The net proceeds from the sales under the ATM Program were used, in part, to fund the TDC Acquisition. As of December 31, 2017, the Company had approximately $150 million of gross sales of common stock availability remaining under the ATM Program.
May 2017 Common Stock Offering
On May 1, 2017, the Company completed an offering of 4.75 million shares of its common stock, which generated net proceeds of approximately $442.0 million ("May 2017 Common Stock Offering"). The Company used the net proceeds of the May 2017 Common Stock Offering to partially fund the Wilcon Acquisition.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
July 2017 Equity Offerings
On July 26, 2017, the Company completed an offering of 40.15 million shares of common stock, including certain additional shares sold pursuant to the underwriters' option, which generated net proceeds of approximately $3.8 billion ("July 2017 Common Stock Offering"). The Company used the net proceeds of the July 2017 Common Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses.
On July 26, 2017, the Company completed an offering of 1.65 million shares of the Company's 6.875% Convertible Preferred Stock, at $1,000 per share, including certain additional shares sold pursuant to the underwriters' option, which generated net proceeds of approximately $1.6 billion ("Mandatory Convertible Preferred Stock Offering"). The Company used the net proceeds from the Mandatory Convertible Preferred Stock Offering to partially fund the Lightower Acquisition and pay related fees and expenses.
The holders of the 6.875% Convertible Preferred Stock are entitled to receive cumulative dividends, when and if declared by the Company's board of directors, at the rate of 6.875% on the liquidation preference of $1,000 per share. The dividends may be paid in cash or, subject to certain limitations, in shares of the Company's common stock or any combination of cash and shares of common stock on February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2017 and to, and including, August 1, 2020. The terms of the 6.875% Convertible Preferred Stock provide that, unless accumulated dividends have been paid or set aside for payment on all outstanding shares of 6.875% Convertible Preferred Stock for all past dividend periods, no dividends may be declared or paid on common stock.
Unless converted earlier, each outstanding share of the 6.875% Convertible Preferred Stock will automatically convert into shares of the Company's common stock on August 1, 2020 into between 8.6806 and 10.4167 shares of the Company's common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments. At any time prior to August 1, 2020, holders of the 6.875% Convertible Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 8.6806, subject to certain anti-dilution adjustments.
The July 2017 Common Stock Offering and Mandatory Convertible Preferred Stock Offering are collectively referred to herein as "July 2017 Equity Offerings."
Convertible Preferred Stock Conversion
In October and November 2016, all of the approximately 9.8 million shares of the Company's then outstanding 4.50% Convertible Preferred Stock converted to approximately 11.6 million shares of the Company's common stock at a conversion rate (based on the applicable market value of the common stock and subject to certain anti-dilutive adjustments) of 1.1880 common shares per each share of 4.50% Convertible Preferred Stock.
November 2016 Common Stock Offering
In November 2016, the Company completed an equity offering of approximately 11.4 million shares of common stock, which generated net proceeds of approximately $1.0 billion ("November 2016 Common Stock Offering"). The Company utilized proceeds from such offering to partially fund the FiberNet Acquisition.
Declaration and Payment of Dividends
During the year ended December 31, 2017, the following dividends were declared or paid:
| Equity Type | Declaration Date | Record Date | Payment Date | Dividends Per Share | Aggregate Payment Amount (In millions) | ||||||||||
| Common Stock | February 17, 2017 | March 17, 2017 | March 31, 2017 | $ | 0.950 | $ | 343.3 | (a) | |||||||
| Common Stock | May 18, 2017 | June 16, 2017 | June 30, 2017 | $ | 0.950 | $ | 350.3 | (a) | |||||||
| Common Stock | August 3, 2017 | September 15, 2017 | September 29, 2017 | $ | 0.950 | $ | 389.6 | (a) | |||||||
| Common Stock | October 15, 2017 | December 15, 2017 | December 29, 2017 | $ | 1.050 | $ | 428.8 | (a) | |||||||
| 6.875% Convertible Preferred Stock | September 21, 2017 | October 15, 2017 | November 1, 2017 | $ | 18.142 | $ | 29.9 | ||||||||
| 6.875% Convertible Preferred Stock | December 15, 2017 | January 15, 2018 | February 1, 2018 | $ | 17.188 | $ | 28.4 |
| (a) | Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
See note 19 for further discussion of common stock dividends.
Tax Treatment of Dividends
The following table summarizes, for income tax purposes, the nature of dividends paid during 2017 on the Company's common stock and 6.875% Convertible Preferred Stock.
| Equity Type | Payment Date | Dividends Per Share | Ordinary Taxable Dividend Per Share | Qualified Taxable Dividend Per Share(a) | Long-Term Capital Gain Distribution Per Share | Non-Taxable Distribution (per share) | ||||||||||||||||
| Common Stock | March 31, 2017 | $ | 0.950 | $ | 0.950 | $ | 0.347 | $ | — | $ | — | |||||||||||
| Common Stock | June 30, 2017 | $ | 0.950 | $ | 0.950 | $ | 0.347 | $ | — | $ | — | |||||||||||
| Common Stock | September 29, 2017 | $ | 0.950 | $ | 0.950 | $ | 0.347 | $ | — | $ | — | |||||||||||
| Common Stock | December 29, 2017 | $ | 1.050 | $ | 1.050 | $ | 0.384 | $ | — | $ | — | |||||||||||
| 6.875% Convertible Preferred Stock | November 1, 2017 | $ | 18.142 | $ | 18.142 | $ | 6.629 | $ | — | $ | — |
| (a) | Qualified taxable dividend amounts are included in ordinary taxable dividend amounts. |
The Company has determined that none of the distributions to the Company's shareholders for the tax year ended December 31, 2017 consisted of an alternative minimum tax adjustment.
Purchases of the Company's Common Stock
During each of the years ended December 31, 2017, 2016 and 2015, the Company purchased 0.3 million shares of common stock utilizing $23.3 million, $24.9 million and $29.7 million in cash, respectively.
| 13. | Stock-based Compensation |
Stock Compensation Plans
Pursuant to a stockholder approved plan, the Company has and is permitted to grant stock-based awards to certain employees, consultants or non-employee directors of the Company and its subsidiaries or affiliates. As of December 31, 2017, the Company has 11.2 million shares available for future issuance pursuant to its 2013 Long-Term Incentive Plan ("LTI Plan"). Of these shares remaining available for future issuance, approximately 3.0 million may be issued pursuant to outstanding RSUs granted under the LTI Plan.
Restricted Stock Units
The Company issues RSUs to certain executives and employees; each RSU represents a contingent right to receive one share of common stock subject to satisfaction of the applicable vesting terms. The RSUs granted to certain executives and employees include (1) annual performance awards that often include provisions for forfeiture by the employee if certain market performance of the Company's common stock is not achieved, (2) new hire or promotional awards that generally contain only service conditions, or (3) other awards related to specific business initiatives or compensation objectives including retention and merger integration. Generally, such awards vest over periods of approximately 3 years.
The following is a summary of the RSU activity during the year ended December 31, 2017.
| RSUs | ||
| (In thousands) | ||
| Outstanding at the beginning of year | 2,677 | |
| Granted | 1,359 | |
| Vested | (747 | ) |
| Forfeited | (321 | ) |
| Outstanding at end of year | 2,968 |
The Company granted approximately 1.3 million, 1.3 million and 1.0 million RSUs to the Company's executives and certain other employees for each of the years ended December 31, 2017, 2016 and 2015, respectively. The weighted-average grant-date
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
fair value per share of the grants for the years ended December 31, 2017, 2016 and 2015 was $73.52, $68.53 and $69.96 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2017 was approximately 2.5 years.
The approximately 1.3 million RSUs granted during the year ended December 31, 2017, were comprised of (1) approximately 0.7 million RSUs that time vest over a three-year period and (2) approximately 0.6 million RSUs to the Company's executives and certain other employees which may vest on the third anniversary of the grant date based upon the Company's total shareholder returns (defined as share price appreciation plus the value of dividends paid during the performance period) compared to that of selected peer companies. Certain RSU agreements contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain performance targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performance target is achieved.
The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the awards granted during the years ended December 31, 2017, 2016 and 2015, respectively, with market conditions.
| Years Ended December 31, | ||||||||
| 2017 | 2016 | 2015 | ||||||
| Risk-free rate | 1.5 | % | 0.9 | % | 1.0 | % | ||
| Expected volatility | 18 | % | 19 | % | 19 | % | ||
| Expected dividend rate | 4.4 | % | 4.2 | % | 4.2 | % |
The Company recognized aggregate stock-based compensation expense related to RSUs of $88.7 million, $76.3 million and $57.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related to RSUs at December 31, 2017 is $72.9 million and is estimated to be recognized over a weighted-average period of less than one year.
The following table is a summary of the awards vested during the years ended December 31, 2017, 2016 and 2015.
| Years Ended December 31, | Total Shares Vested | Fair Value on Vesting Date | |||||
| (In thousands of shares) | |||||||
| 2017 | 747 | $ | 67,241 | ||||
| 2016 | 828 | 71,325 | |||||
| 2015 | 946 | 83,244 |
Stock-based Compensation
The following table discloses the components of stock-based compensation expense.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Stock-based compensation expense: | |||||||||||
| Site rental costs of operations | $ | 14,942 | $ | 14,371 | $ | 8,969 | |||||
| Network services and other costs of operations | 4,961 | 7,717 | 5,370 | ||||||||
| General and administrative expenses | 76,532 | 74,450 | 52,809 | ||||||||
| Total stock-based compensation | $ | 96,435 | $ | 96,538 | $ | 67,148 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| 14. | Commitments and Contingencies |
The Company is involved in various claims, lawsuits, or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's consolidated financial position or results of operations. Additionally, the Company and certain of its subsidiaries are contingently liable for commitments or performance guarantees arising in the ordinary course of business, including certain letters of credit or surety bonds. See note 15 for a discussion of the operating lease commitments. In addition, see note 1 for a discussion of the Company's option to purchase approximately 53% of its towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options.
| 15. | Operating Leases |
Tenant Leases
The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2017. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option, and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2017, the weighted-average remaining term of tenant leases is approximately five years, exclusive of renewals at the tenant's option. The tenants' rental payments included in the table below are through the current terms with a maximum current term of 20 years and do not assume exercise of tenant renewal options.
| Years Ending December 31, | |||||||||||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total | |||||||||||||||||||||
| Tenant leases | $ | 3,401,845 | $ | 3,277,019 | $ | 3,160,514 | $ | 3,028,825 | $ | 2,805,519 | $ | 5,628,294 | $ | 21,302,016 |
Operating Leases
The following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effect as of December 31, 2017. The Company is obligated under non-cancelable operating leases for land interests under 76% of its towers. The majority of these lease agreements have (1) certain termination rights that provide for cancellation after a notice period, (2) multiple renewal options at the Company's option, and (3) annual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the communications infrastructure located on the leased land interest. Approximately 75% and approximately 90% of the Company's Towers site rental gross margins for the year ended December 31, 2017 are derived from towers where the land interest under the tower is owned or leased with final expiration dates of greater than 20 years and ten years, respectively, inclusive of renewals at the Company's option. The operating lease payments included in the table below include payments for certain renewal periods at the Company's option up to the estimated communications infrastructure useful life of 20 years and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases.
| Years Ending December 31, | |||||||||||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total | |||||||||||||||||||||
| Operating leases | $ | 635,321 | $ | 632,775 | $ | 622,587 | $ | 617,951 | $ | 609,796 | $ | 7,941,187 | $ | 11,059,617 |
Rental expense from operating leases was $710.2 million, $677.9 million, and $657.1 million, respectively, for the years ended December 31, 2017, 2016, and 2015. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the communications infrastructure located on the leased land interests of $100.1 million, $96.9 million, and $91.8 million, respectively, for the years ended December 31, 2017, 2016, and 2015.
| 16. | Operating Segments and Concentrations of Credit Risk |
Operating Segments
As a result of the 2017 Acquisitions of fiber assets (see note 4), the Company changed the name of the "Small Cells" operating segment to "Fiber." The Company changed the name of this segment to reflect its strategy of utilizing the same fiber assets to provide both small cells and fiber solutions to its customers. The name change did not impact the composition or previously-reported operating results of the Fiber segment. As such, the Company's operating segments are now referred to as "Towers" and "Fiber."
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
The Towers segment provides access, including space or capacity, to the Company's approximately 40,000 towers geographically dispersed throughout the U.S. The Towers segment also reflects certain network services relating to the Company's towers, consisting of site development services and installation services. The Fiber segment provides access, including space or capacity, to the Company's approximately 60,000 route miles of fiber primarily supporting small cells and fiber solutions.
The measurement of profit or loss used by the Company's chief operating decision maker ("CODM") to evaluate the results of operations of its operating segments are (1) segment site rental gross margin, (2) segment network services and other gross margin and (3) segment operating profit. The Company defines segment site rental gross margin as segment site rental revenues less segment site rental cost of operations, which excludes stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated cost of operations. The Company defines segment network services and other gross margin as segment network services and other revenues less segment network services and other cost of operations, which excludes stock-based compensation expense recorded in consolidated cost of operations. The Company defines segment operating profit as segment site rental gross margin plus segment network services and other gross margin, less general and administrative expenses attributable to the respective segment.
Costs that are directly attributable to Towers and Fiber are assigned to those respective segments. The "Other" column (1) represents amounts excluded from specific segments, such as restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, gains (losses) on retirement of long-term obligations, net gain (loss) on interest rate swaps, gains (losses) on foreign currency swaps, impairment of available-for-sale securities, interest income, other income (expense), cumulative effect of a change in accounting principle, income (loss) from discontinued operations, and stock-based compensation expense and (2) reconciles segment operating profit to income (loss) before income taxes, as the amounts are not utilized in assessing each segment's performance. The "Other" total assets balance includes corporate assets such as cash and cash equivalents which have not been allocated to specific segments. There are no significant revenues resulting from transactions between the Company's operating segments.
| Year Ended December 31, 2017 | |||||||||||||||
| Towers | Fiber | Other | Consolidated Total | ||||||||||||
| Segment site rental revenues | $ | 2,899,554 | $ | 769,637 | $ | 3,669,191 | |||||||||
| Segment network services and other revenues | 636,532 | 49,882 | 686,414 | ||||||||||||
| Segment revenues | 3,536,086 | 819,519 | 4,355,605 | ||||||||||||
| Segment site rental cost of operations | 844,795 | 264,059 | 1,108,854 | ||||||||||||
| Segment network services and other cost of operations | 374,134 | 40,691 | 414,825 | ||||||||||||
| Segment cost of operations(a) | 1,218,929 | 304,750 | 1,523,679 | ||||||||||||
| Segment site rental gross margin | 2,054,759 | 505,578 | 2,560,337 | ||||||||||||
| Segment network services and other gross margin | 262,398 | 9,191 | 271,589 | ||||||||||||
| Segment general and administrative expenses(a) | 93,662 | 89,048 | 167,455 | 350,165 | |||||||||||
| Segment operating profit (loss) | 2,223,495 | 425,721 | (167,455 | ) | 2,481,761 | ||||||||||
| Stock-based compensation expense | 96,435 | 96,435 | |||||||||||||
| Depreciation, amortization and accretion | 1,242,408 | 1,242,408 | |||||||||||||
| Interest expense and amortization of deferred financing costs | 590,682 | 590,682 | |||||||||||||
| Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(b) | 81,643 | 81,643 | |||||||||||||
| Income (loss) from continuing operations before income taxes | $ | 470,593 | |||||||||||||
| Capital expenditures | $ | 418,476 | $ | 782,409 | $ | 27,186 | $ | 1,228,071 | |||||||
| Total assets (at year end) | $ | 17,940,893 | $ | 13,669,636 | $ | 619,041 | $ | 32,229,570 | |||||||
| Total goodwill (at year end) | $ | 5,127,259 | $ | 4,894,209 | $ | — | $ | 10,021,468 |
| (a) | Segment cost of operations excludes (1) stock-based compensation expense of $19.9 million for the year ended December 31, 2017 and (2) prepaid lease purchase price adjustments of $20.1 million for the year ended December 31, 2017. Segment general and administrative expenses exclude stock-based compensation expense of $76.5 million for the year ended December 31, 2017. |
| (b) | See consolidated statement of operations for further information. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| Year Ended December 31, 2016 | |||||||||||||||
| Towers | Fiber | Other | Consolidated Total | ||||||||||||
| Segment site rental revenues | $ | 2,830,708 | $ | 402,599 | $ | 3,233,307 | |||||||||
| Segment network services and other revenues | 603,689 | 84,229 | 687,918 | ||||||||||||
| Segment revenues | 3,434,397 | 486,828 | 3,921,225 | ||||||||||||
| Segment site rental cost of operations | 840,209 | 147,459 | 987,668 | ||||||||||||
| Segment network services and other cost of operations | 344,595 | 64,859 | 409,454 | ||||||||||||
| Segment cost of operations(a) | 1,184,804 | 212,318 | 1,397,122 | ||||||||||||
| Segment site rental gross margin | 1,990,499 | 255,140 | 2,245,639 | ||||||||||||
| Segment network services and other gross margin | 259,094 | 19,370 | 278,464 | ||||||||||||
| Segment general and administrative expenses(a) | 92,903 | 60,676 | 143,001 | 296,580 | |||||||||||
| Segment operating profit (loss) | 2,156,690 | 213,834 | (143,001 | ) | 2,227,523 | ||||||||||
| Stock-based compensation expense | 96,538 | 96,538 | |||||||||||||
| Depreciation, amortization and accretion | 1,108,551 | 1,108,551 | |||||||||||||
| Interest expense and amortization of deferred financing costs | 515,032 | 515,032 | |||||||||||||
| Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(b) | 133,548 | 133,548 | |||||||||||||
| Income (loss) from continuing operations before income taxes | $ | 373,854 | |||||||||||||
| Capital expenditures | $ | 429,526 | $ | 409,710 | $ | 34,647 | $ | 873,883 | |||||||
| Total assets (at year end) | $ | 18,394,572 | $ | 3,440,600 | $ | 839,920 | $ | 22,675,092 | |||||||
| Total goodwill (at year end) | $ | 5,114,639 | $ | 643,037 | $ | — | $ | 5,757,676 |
| (a) | Segment cost of operations excludes (1) stock-based compensation expense of $22.1 million for the year ended December 31, 2016 and (2) prepaid lease purchase price adjustments of $21.3 million for the year ended December 31, 2016. Segment general and administrative expenses exclude stock-based compensation expense of $74.5 million for the year ended December 31, 2016. |
| (b) | See consolidated statement of operations for further information. |
| Year Ended December 31, 2015 | |||||||||||||||
| Towers | Fiber | Other | Consolidated Total | ||||||||||||
| Segment site rental revenues | $ | 2,734,045 | $ | 284,368 | $ | 3,018,413 | |||||||||
| Segment network services and other revenues | 591,655 | 53,783 | 645,438 | ||||||||||||
| Segment revenues | 3,325,700 | 338,151 | 3,663,851 | ||||||||||||
| Segment site rental cost of operations | 827,175 | 107,195 | 934,370 | ||||||||||||
| Segment network services and other cost of operations | 309,025 | 43,162 | 352,187 | ||||||||||||
| Segment cost of operations(a) | 1,136,200 | 150,357 | 1,286,557 | ||||||||||||
| Segment site rental gross margin | 1,906,870 | 177,173 | 2,084,043 | ||||||||||||
| Segment network services and other gross margin | 282,630 | 10,621 | 293,251 | ||||||||||||
| Segment general and administrative expenses(a) | 91,899 | 38,379 | 127,833 | 258,111 | |||||||||||
| Segment operating profit (loss) | 2,097,601 | 149,415 | (127,833 | ) | 2,119,183 | ||||||||||
| Stock-based compensation expense | 67,148 | 67,148 | |||||||||||||
| Depreciation, amortization and accretion | 1,036,178 | 1,036,178 | |||||||||||||
| Interest expense and amortization of deferred financing costs | 527,128 | 527,128 | |||||||||||||
| Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(b) | 14,900 | 14,900 | |||||||||||||
| Income (loss) from continuing operations before income taxes | $ | 473,829 | |||||||||||||
| Capital expenditures | $ | 564,753 | $ | 314,882 | $ | 29,257 | $ | 908,892 | |||||||
| Total assets (at year end) | $ | 17,974,847 | $ | 3,511,956 | $ | 450,163 | $ | 21,936,966 | |||||||
| Total goodwill (at year end) | $ | 4,863,847 | $ | 649,704 | $ | — | $ | 5,513,551 |
| (a) | Segment cost of operations excludes (1) stock-based compensation expense of $14.3 million for the year ended December 31, 2015 and (2) prepaid lease purchase price adjustments of $20.5 million for the year ended December 31, 2015. Segment general and administrative expenses exclude stock-based compensation expense of $52.8 million for the year ended December 31, 2015. |
| (b) | See consolidated statement of operations for further information. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Major Customers
The following table summarizes the percentage of the consolidated revenues for those customers accounting for more than 10% of the consolidated revenues.
| Years Ended December 31, | ||||||||
| 2017 | 2016 | 2015 | ||||||
| AT&T | 25 | % | 27 | % | 27 | % | ||
| T-Mobile | 22 | % | 23 | % | 22 | % | ||
| Verizon Wireless | 22 | % | 22 | % | 21 | % | ||
| Sprint | 17 | % | 16 | % | 19 | % | ||
| Total | 86 | % | 88 | % | 89 | % |
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. The Company's restricted cash is predominately held and directed by a trustee (see note 2).
The Company derives the largest portion of its revenues from customers in the wireless industry. The Company also has a concentration in its volume of business with AT&T, T-Mobile, Verizon Wireless and Sprint or their agents that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant leases with contractually determinable payment terms or proactive management of past due balances.
| 17. | Supplemental Cash Flow Information |
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2017, 2016 and 2015.
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid | $ | 546,543 | $ | 470,655 | $ | 489,970 | |||||
| Income taxes paid | 16,427 | 13,821 | 28,771 | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| Increase (decrease) in accounts payable for purchases of property and equipment | 2,279 | 17,922 | (7,042 | ) | |||||||
| Purchase of property and equipment under capital leases and installment land purchases | 31,999 | 52,322 | 60,270 | ||||||||
| Installment payment receivable for sale of CCAL (see note 3) | — | — | 117,384 | ||||||||
| Preferred stock dividends accrued but not paid (see note 12) | 28,359 | — | 10,997 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| 18. | Quarterly Financial Information (Unaudited) |
Summary quarterly financial information for the years ended December 31, 2017 and 2016 is as follows:
| Three Months Ended(a) | |||||||||||||||
| March 31 | June 30 | September 30 | December 31 | ||||||||||||
| 2017: | |||||||||||||||
| Net revenues | $ | 1,015,942 | $ | 1,038,335 | $ | 1,063,238 | $ | 1,238,090 | |||||||
| Operating income (loss) | 256,549 | 258,500 | 260,567 | 268,429 | |||||||||||
| Gains (losses) on retirement of long-term obligations | (3,525 | ) | — | — | — | ||||||||||
| Benefit (provision) for income taxes | (4,369 | ) | (4,538 | ) | (2,383 | ) | (14,753 | ) | |||||||
| Net income (loss) attributable to CCIC stockholders | 119,138 | 112,114 | 115,194 | 98,104 | |||||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Basic | $ | 0.33 | $ | 0.31 | $ | 0.22 | $ | 0.17 | |||||||
| Diluted | $ | 0.33 | $ | 0.31 | $ | 0.21 | $ | 0.17 | |||||||
| Three Months Ended(a) | |||||||||||||||
| March 31 | June 30 | September 30 | December 31 | ||||||||||||
| 2016: | |||||||||||||||
| Net revenues | $ | 934,384 | $ | 962,409 | $ | 992,016 | $ | 1,032,416 | |||||||
| Operating income (loss) | 211,739 | 231,185 | 244,254 | 262,038 | |||||||||||
| Gains (losses) on retirement of long-term obligations | (30,550 | ) | (11,467 | ) | (10,274 | ) | — | ||||||||
| Benefit (provision) for income taxes | (3,872 | ) | (3,884 | ) | (5,041 | ) | (4,084 | ) | |||||||
| Net income (loss) attributable to CCIC stockholders | 47,840 | 86,058 | 98,366 | 124,709 | |||||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Basic | $ | 0.11 | $ | 0.22 | $ | 0.26 | $ | 0.35 | |||||||
| Diluted | $ | 0.11 | $ | 0.22 | $ | 0.26 | $ | 0.35 |
| (a) | The sum of quarterly information may not agree to year to date information due to rounding. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
| 19. | Subsequent Events |
January 2018 Senior Notes
On January 16, 2018, the Company issued $1.75 billion aggregate principal amount of senior unsecured notes ("January 2018 Senior Notes"), which consisted of (1) $750.0 million aggregate principal amount of 3.150% senior unsecured notes due July 2023 ("3.150% Senior Notes") and (2) $1.0 billion aggregate principal amount of 3.800% senior unsecured notes due February 2028 ("3.650% Senior Notes"). The Company used the net proceeds of the January 2018 Senior Notes offering to repay (1) in full the January 2010 Tower Revenue Notes and (2) a portion of the outstanding borrowings under the 2016 Revolver.
Common Stock Dividend
On February 21, 2018, the Company declared a quarterly common stock dividend of $1.05 per share, which was approved by the Company's board of directors. The common stock dividend will be paid on March 30, 2018 to common stockholders of record as of March 16, 2018.
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