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 | 48 |
| Consolidated Balance Sheet as of December 31, 2019 and 2018 | 51 |
| Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2019 | 52 |
| Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2019 | 53 |
| Consolidated Statement of Equity for each of the three years in the period ended December 31, 2019 | 54 |
| Notes to Consolidated Financial Statements | 57 |
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017 | 123 |
| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2019 and 2018 | 124 |
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 (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2019, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) for each of the three years in the period ended December 31, 2019 appearing after Item 16 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the accounting for tower installation services, as the Company did not have controls in place to identify lease components and account for the related deferred revenue within the Company’s agreements for tower installation services or to verify the accuracy of capital expenditures made for permanent improvements associated with tower installation services.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Restatement of Previously Issued Financial Statements
As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2018 and 2017 financial statements to correct errors.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on January 1, 2019. The adoption of the new accounting standard for leases is also discussed below as a critical audit matter.
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 referred to above. 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.
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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Adoption of New Accounting Standard for Leases
As described above and in Notes 3 and 15 to the consolidated financial statements, the Company adopted the new accounting standard for leases (the “new lease standard”) on January 1, 2019. The Company’s consolidated operating lease right-of-use assets and operating lease liabilities (both current and noncurrent) balances were $6,133 million and $5,810 million, respectively, as of December 31, 2019. The Company adopted the new lease standard using a modified retrospective approach without adjusting the comparative periods. The package of practical expedients was elected upon adoption. In assessing its leases and determining its lease liability, management was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate (“IBR”) on a collateralized basis to determine the present value of the lease payments. The Company included renewal option periods in its calculation of estimated lease term when it determined the options were reasonably certain to be exercised.
The principal considerations for our determination that performing procedures relating to the adoption of the new lease standard is a critical audit matter are there was significant auditor judgment, subjectivity, and effort in performing procedures relating to the new lease standard due to the significant judgments made by management in adopting the standard, including determining the lease term and the IBR. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s adoption of the new lease standard, including the determination of the lease term and the IBR. These procedures also included, among others, evaluating (i) the appropriateness of accounting policies established by management in connection with the adoption of the new standard; and (ii) the reasonableness of management’s determination of the lease term and the IBR. Evaluating the reasonableness of the lease term involved comparing management’s assumption to relevant industry and company specific data. Evaluating the reasonableness of the IBR involved testing market-related data (including credit ratings and coupon rates of the Company’s unsecured debt) used in management’s method to determine IBR and using professionals with specialized skill and knowledge to assist in the evaluation of the reasonableness of the method.
Revenue Recognition - Tower installation services
As described in Notes 2 and 16 to the consolidated financial statements, the Company recognized $3,389 million in site rental revenues and $653 million in services and other revenues from its Towers segment for the year ended December 31, 2019. The Company has identified historical errors related to the timing of revenue recognition on its tower installation services. Specifically, the Company determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under GAAP. Instead, a portion of the transaction price for the Company's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represent a lease component and should be recognized as site rental revenues on a ratable basis over the associated estimated lease term. As a result of the identified historical errors, the Company has restated its 2018 and 2017 financial statements. The restatement reduced net income for the years ended December 31, 2018 and 2017 by approximately $48 million and $59 million, respectively. The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Dividends/distributions in excess of earnings" of $332 million as of January 1, 2017.
The principal considerations for our determination that performing procedures relating to revenue recognition of tower installation services is a critical audit matter are (i) there was significant judgment by management associated with accounting for tower installation services, which in turn led to significant audit effort in performing procedures and evaluating audit evidence related to permanent improvements recorded as fixed assets; (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating management’s judgments associated with the accounting for the tower installation services; and (iii) as described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) evaluating the judgments made by management associated with accounting for tower installation services, using professionals with specialized skill and knowledge to assist in doing so; and (ii) evaluating the existence and accuracy of permanent improvements on a test basis.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 10, 2020
We have served as the Company’s auditor since 2011.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In millions of dollars, except par values)
| December 31, | |||||||
| 2019 | 2018 | ||||||
| (As Restated) | |||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 196 | $ | 277 | |||
| Restricted cash | 137 | 131 | |||||
| Receivables, net of allowance of $18 and $14, respectively | 596 | 501 | |||||
| Prepaid expenses(a) | 107 | 172 | |||||
| Other current assets | 168 | 148 | |||||
| Total current assets | 1,204 | 1,229 | |||||
| Deferred site rental receivables | 1,424 | 1,366 | |||||
| Property and equipment, net | 14,666 | 13,653 | |||||
| Operating lease right-of-use assets(a) | 6,133 | — | |||||
| Goodwill | 10,078 | 10,078 | |||||
| Site rental contracts and tenant relationships, net | 4,764 | 5,209 | |||||
| Other intangible assets, net(a) | 72 | 307 | |||||
| Long-term prepaid rent and other assets, net(a) | 116 | 920 | |||||
| Total assets | $ | 38,457 | $ | 32,762 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 334 | $ | 313 | |||
| Accrued interest | 169 | 148 | |||||
| Deferred revenues | 657 | 587 | |||||
| Other accrued liabilities(a) | 361 | 351 | |||||
| Current maturities of debt and other obligations | 100 | 107 | |||||
| Current portion of operating lease liabilities(a) | 299 | — | |||||
| Total current liabilities | 1,920 | 1,506 | |||||
| Debt and other long-term obligations | 18,021 | 16,575 | |||||
| Operating lease liabilities(a) | 5,511 | — | |||||
| Other long-term liabilities(a) | 2,516 | 3,110 | |||||
| Total liabilities | 27,968 | 21,191 | |||||
| Commitments and contingencies (see note 14) | |||||||
| CCIC stockholders' equity: | |||||||
| Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: December 31, 2019—416 and December 31, 2018—415 | 4 | 4 | |||||
| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20 shares authorized; shares issued and outstanding: December 31, 2019—2 and December 31, 2018—2; aggregate liquidation value: December 31, 2019—$1,650 and December 31, 2018—$1,650 | — | — | |||||
| Additional paid-in capital | 17,855 | 17,767 | |||||
| Accumulated other comprehensive income (loss) | (5 | ) | (5 | ) | |||
| Dividends/distributions in excess of earnings | (7,365 | ) | (6,195 | ) | |||
| Total equity | 10,489 | 11,571 | |||||
| Total liabilities and equity | $ | 38,457 | $ | 32,762 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 to the consolidated financial statements for a discussion of the recently adopted new lease standard. |
See accompanying notes to consolidated financial statements.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In millions of dollars, except per share amounts)
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (As Restated) | |||||||||||
| Net revenues: | |||||||||||
| Site rental | $ | 5,093 | $ | 4,796 | $ | 3,734 | |||||
| Services and other | 670 | 574 | 521 | ||||||||
| Net revenues | 5,763 | 5,370 | 4,255 | ||||||||
| Operating expenses: | |||||||||||
| Costs of operations(a): | |||||||||||
| Site rental | 1,462 | 1,410 | 1,144 | ||||||||
| Services and other | 524 | 434 | 399 | ||||||||
| Selling, general and administrative | 614 | 563 | 426 | ||||||||
| Asset write-down charges | 19 | 26 | 17 | ||||||||
| Acquisition and integration costs | 13 | 27 | 61 | ||||||||
| Depreciation, amortization and accretion | 1,572 | 1,527 | 1,241 | ||||||||
| Total operating expenses | 4,204 | 3,987 | 3,288 | ||||||||
| Operating income (loss) | 1,559 | 1,383 | 967 | ||||||||
| Interest expense and amortization of deferred financing costs | (683 | ) | (642 | ) | (591 | ) | |||||
| Gains (losses) on retirement of long-term obligations | (2 | ) | (106 | ) | (4 | ) | |||||
| Interest income | 6 | 5 | 19 | ||||||||
| Other income (expense) | 1 | 1 | 1 | ||||||||
| Income (loss) before income taxes | 881 | 641 | 392 | ||||||||
| Benefit (provision) for income taxes | (21 | ) | (19 | ) | (26 | ) | |||||
| Net income (loss) attributable to CCIC stockholders | 860 | 622 | 366 | ||||||||
| Dividends/distributions on preferred stock | (113 | ) | (113 | ) | (58 | ) | |||||
| Net income (loss) attributable to CCIC common stockholders | $ | 747 | $ | 509 | $ | 308 | |||||
| Net income (loss) | $ | 860 | $ | 622 | $ | 366 | |||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustments | — | (1 | ) | 2 | |||||||
| Total other comprehensive income (loss) | — | (1 | ) | 2 | |||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 860 | $ | 621 | $ | 368 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||
| Net income (loss) attributable to CCIC common stockholders—basic | $ | 1.80 | $ | 1.23 | $ | 0.80 | |||||
| Net income (loss) attributable to CCIC common stockholders—diluted | $ | 1.79 | $ | 1.23 | $ | 0.80 | |||||
| Weighted-average common shares outstanding: | |||||||||||
| Basic | 416 | 413 | 382 | ||||||||
| Diluted | 418 | 415 | 383 |
| (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 millions of dollars)
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (As Restated) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 860 | $ | 622 | $ | 366 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation, amortization and accretion | 1,572 | 1,527 | 1,241 | ||||||||
| (Gains) losses on retirement of long-term obligations | 2 | 106 | 4 | ||||||||
| Amortization of deferred financing costs and other non-cash interest | 1 | 7 | 9 | ||||||||
| Stock-based compensation expense | 117 | 103 | 92 | ||||||||
| Asset write-down charges | 19 | 26 | 17 | ||||||||
| Deferred income tax (benefit) provision | 2 | 2 | 15 | ||||||||
| Other non-cash adjustments, net | (2 | ) | 2 | (2 | ) | ||||||
| Changes in assets and liabilities, excluding the effects of acquisitions: | |||||||||||
| Increase (decrease) in accrued interest | 21 | 16 | 35 | ||||||||
| Increase (decrease) in accounts payable | 19 | 37 | (34 | ) | |||||||
| Increase (decrease) in other liabilities | 254 | 271 | 234 | ||||||||
| Decrease (increase) in receivables | (96 | ) | (105 | ) | 71 | ||||||
| Decrease (increase) in other assets | (71 | ) | (114 | ) | (16 | ) | |||||
| Net cash provided by (used for) operating activities | 2,698 | 2,500 | 2,032 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (2,057 | ) | (1,739 | ) | (1,217 | ) | |||||
| Payments for acquisitions, net of cash acquired | (17 | ) | (42 | ) | (9,260 | ) | |||||
| Other investing activities, net | (7 | ) | (12 | ) | (5 | ) | |||||
| Net cash provided by (used for) investing activities | (2,081 | ) | (1,793 | ) | (10,482 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | 1,894 | 2,742 | 3,093 | ||||||||
| Principal payments on debt and other long-term obligations | (86 | ) | (105 | ) | (119 | ) | |||||
| Purchases and redemptions of long-term debt | (12 | ) | (2,346 | ) | — | ||||||
| Borrowings under revolving credit facility | 2,110 | 1,820 | 2,820 | ||||||||
| Payments under revolving credit facility | (2,660 | ) | (1,725 | ) | (1,840 | ) | |||||
| Net issuances (repayments) under commercial paper program | 155 | — | — | ||||||||
| Payments for financing costs | (24 | ) | (31 | ) | (29 | ) | |||||
| Net proceeds from issuance of common stock | — | 841 | 4,221 | ||||||||
| Net proceeds from issuance of preferred stock | — | — | 1,608 | ||||||||
| Purchases of common stock | (44 | ) | (34 | ) | (23 | ) | |||||
| Dividends/distributions paid on common stock | (1,912 | ) | (1,782 | ) | (1,509 | ) | |||||
| Dividends/distributions paid on preferred stock | (113 | ) | (113 | ) | (30 | ) | |||||
| Net cash provided by (used for) financing activities | (692 | ) | (733 | ) | 8,192 | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (75 | ) | (26 | ) | (258 | ) | |||||
| Effect of exchange rate changes on cash | — | (1 | ) | 1 | |||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 413 | 440 | 697 | ||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 338 | $ | 413 | $ | 440 |
See accompanying notes to consolidated financial statements.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(Amounts in millions)
| Common Stock | 6.875% Mandatory Convertible Preferred Stock | Accumulated Other Comprehensive Income (Loss) ("AOCI") | |||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Shares | ($0.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Dividends/Distributions in Excess of Earnings | Total | ||||||||||||||||||||||
| Balance, December 31, 2016 (As Restated)(a) | 361 | $ | 4 | — | — | $ | 10,938 | $ | (6 | ) | $ | (3,714 | ) | $ | 7,222 | ||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 1 | — | — | — | 100 | — | — | 100 | |||||||||||||||||||||
| Purchases and retirement of common stock | — | — | — | — | (23 | ) | — | — | (23 | ) | |||||||||||||||||||
| Net proceeds from issuance of common stock | 44 | — | — | — | 4,221 | — | — | 4,221 | |||||||||||||||||||||
| Net proceeds from issuance of preferred stock | — | — | 2 | — | 1,608 | — | — | 1,608 | |||||||||||||||||||||
| Other comprehensive income (loss)(b) | — | — | — | — | — | 2 | — | 2 | |||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | — | (1,513 | ) | (1,513 | ) | |||||||||||||||||||
| Preferred stock dividends/distributions | — | — | — | — | — | — | (58 | ) | (58 | ) | |||||||||||||||||||
| Net income (loss) (As Restated) | — | — | — | — | — | — | 366 | 366 | |||||||||||||||||||||
| Balance, December 31, 2017 (As Restated) | 406 | $ | 4 | 2 | $ | — | $ | 16,844 | $ | (4 | ) | $ | (4,919 | ) | $ | 11,925 |
| (a) | See note 2 to the consolidated financial statements for the restatement impact to the opening balance as of December 31, 2016. |
| (b) | 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
(Amounts in millions)
| Common Stock | 6.875% Mandatory Convertible Preferred Stock | AOCI | |||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Shares | ($0.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Dividends/Distributions in Excess of Earnings | Total | ||||||||||||||||||||||
| Balance, December 31, 2017 (As Restated) | 406 | $ | 4 | 2 | — | $ | 16,844 | $ | (4 | ) | $ | (4,919 | ) | $ | 11,925 | ||||||||||||||
| Stock-based compensation related activity, net of forfeitures | 1 | — | — | — | 116 | — | — | 116 | |||||||||||||||||||||
| Purchases and retirement of common stock | — | — | — | — | (34 | ) | — | — | (34 | ) | |||||||||||||||||||
| Net proceeds from issuance of common stock (see note 12) | 8 | — | — | — | 841 | — | — | 841 | |||||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | (1 | ) | — | (1 | ) | |||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | — | (1,785 | ) | (1,785 | ) | |||||||||||||||||||
| Preferred stock dividends/distributions | — | — | — | — | — | — | (113 | ) | (113 | ) | |||||||||||||||||||
| Net income (loss) (As Restated) | — | — | — | — | — | — | 622 | 622 | |||||||||||||||||||||
| Balance, December 31, 2018 (As Restated) | 415 | $ | 4 | 2 | $ | — | $ | 17,767 | $ | (5 | ) | $ | (6,195 | ) | $ | 11,571 |
| (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
(Amounts in millions)
| Common Stock | 6.875% Mandatory Convertible Preferred Stock | AOCI | ||||||||||||||||||||||||||
| Shares | ($0.01 Par) | Shares | ($0.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Dividends/Distributions in Excess of Earnings | Total | |||||||||||||||||||||
| Balance, December 31, 2018 (As Restated) | 415 | $ | 4 | 2 | — | $ | 17,767 | $ | (5 | ) | $ | (6,195 | ) | $ | 11,571 | |||||||||||||
| Stock-based compensation related activity, net of forfeitures | 1 | — | — | — | 132 | — | — | 132 | ||||||||||||||||||||
| Purchases and retirement of common stock | — | — | — | — | (44 | ) | — | — | (44 | ) | ||||||||||||||||||
| Other comprehensive income (loss)(a) | — | — | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock dividends/distributions | — | — | — | — | — | — | (1,917 | ) | (1,917 | ) | ||||||||||||||||||
| Preferred stock dividends/distributions | — | — | — | — | — | — | (113 | ) | (113 | ) | ||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | 860 | 860 | ||||||||||||||||||||
| Balance, December 31, 2019 | 416 | $ | 4 | 2 | — | $ | 17,855 | $ | (5 | ) | $ | (7,365 | ) | $ | 10,489 |
| (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 millions, 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 lease, license, sublease and service agreements (collectively, "tenant contracts").
The Company's operating segments consist of (1) Towers and (2) Fiber. See note 16.
Approximately 53% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, and 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:
| ◦ | 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 Towers 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 such option is exercised, would be due between 2032 and 2048. |
| ◦ | 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. |
| ◦ | 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 Towers 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 such option is 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 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 such option is exercised, would be due prior to 2032 (less than $10 million would be due before 2025). |
As part of the Company's effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company also offers certain services primarily relating to its Towers segment, predominately consisting of (1) site development services primarily relating to existing or new tenant equipment installations, 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 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 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| 2. | Restatement of Previously Issued Consolidated Financial Statements |
Prior to the filing of this Form 10-K, the Company identified historical errors related to the timing of revenue recognition on its tower installation services. Specifically, the Company determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under GAAP. Instead, a portion of the transaction price for the Company's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represent a lease component and should be recognized as site rental revenues on a ratable basis over the associated estimated lease term.
As a result of the identified historical errors, the Company has restated its financial statements for the years ended December 31, 2018 and 2017, including each of the unaudited condensed consolidated financial statements for the quarterly and year-to-date periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019. The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Dividends/distributions in excess of earnings" as of January 1, 2017. The adjustments to correct the historical errors described above are referred to herein as the "Restatement Adjustments." In addition to the Restatement Adjustments, the Company has also made other adjustments to the financial statements referenced above to correct errors that were not material to its consolidated financial statements. Such immaterial adjustments are related to (1) an out-of-period adjustment to reduce 2017 site development service revenues which are now recorded in 2016; and (2) a revision in the presentation of certain tower installation activities from a gross basis to a net basis, including the associated removal of certain amounts historically categorized as capital expenditures. These immaterial adjustments relate exclusively to the Company's Towers segment. Collectively, the Restatement Adjustments and other immaterial adjustments are referred to herein as "Historical Adjustments."
The following tables summarize the effects of the Historical Adjustments on the Company’s restated consolidated balance sheet as of December 31, 2018 and its restated consolidated statement of operations and comprehensive income (loss), restated consolidated statement of cash flows and restated consolidated statement of equity for the years ended December 31, 2018 and 2017. In addition to the restatement of the financial statements, certain historical information within the notes to the consolidated financial statements have been restated to reflect the corrections of the Historical Adjustments.
The Restatement Adjustments in the tables below reflect the impact of deferring a portion of the transaction price for the Company's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, which have been deemed to represent a lease component. Such amounts were previously recognized as services and other revenues upon satisfaction of the related performance obligation, and are now recognized as site rental revenues on a ratable basis over the associated estimated lease term.
Consolidated Balance Sheet
| December 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 13,676 | $ | — | $ | (23 | ) | $ | 13,653 | ||||||
| Total assets | 32,785 | — | (23 | ) | 32,762 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 498 | 89 | — | 587 | |||||||||||
| Total current liabilities | 1,417 | 89 | — | 1,506 | |||||||||||
| Other long-term liabilities(a) | 2,759 | 351 | — | 3,110 | |||||||||||
| Total liabilities | 20,751 | 440 | — | 21,191 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (5,732 | ) | (440 | ) | (23 | ) | (6,195 | ) | |||||||
| Total equity | 12,034 | (440 | ) | (23 | ) | 11,571 | |||||||||
| Total liabilities and equity | $ | 32,785 | $ | — | $ | (23 | ) | $ | 32,762 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Consolidated Statement of Operations and Comprehensive Income (Loss)
| Year Ended December 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 4,716 | $ | 80 | $ | — | $ | 4,796 | |||||||
| Services and other | 707 | (128 | ) | (5 | ) | 574 | |||||||||
| Net revenues | 5,423 | (48 | ) | (5 | ) | 5,370 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 437 | — | (3 | ) | 434 | ||||||||||
| Depreciation, amortization and accretion | 1,528 | — | (1 | ) | 1,527 | ||||||||||
| Total operating expenses | 3,991 | — | (4 | ) | 3,987 | ||||||||||
| Operating income (loss) | 1,432 | (48 | ) | (1 | ) | 1,383 | |||||||||
| Income (loss) before income taxes | 690 | (48 | ) | (1 | ) | 641 | |||||||||
| Net income (loss) attributable to CCIC stockholders | 671 | (48 | ) | (1 | ) | 622 | |||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 558 | $ | (48 | ) | $ | (1 | ) | $ | 509 | |||||
| Net income (loss) | $ | 671 | $ | (48 | ) | $ | (1 | ) | $ | 622 | |||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 670 | $ | (48 | ) | $ | (1 | ) | $ | 621 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 1.35 | $ | (0.12 | ) | $ | — | $ | 1.23 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 1.34 | $ | (0.11 | ) | $ | — | $ | 1.23 |
| Year Ended December 31, 2017 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 3,669 | $ | 65 | $ | — | $ | 3,734 | |||||||
| Services and other | 687 | (124 | ) | (42 | ) | 521 | |||||||||
| Net revenues | 4,356 | (59 | ) | (42 | ) | 4,255 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 420 | — | (21 | ) | 399 | ||||||||||
| Depreciation, amortization and accretion | 1,242 | — | (1 | ) | 1,241 | ||||||||||
| Total operating expenses | 3,310 | — | (22 | ) | 3,288 | ||||||||||
| Operating income (loss) | 1,046 | (59 | ) | (20 | ) | 967 | |||||||||
| Income (loss) before income taxes | 471 | (59 | ) | (20 | ) | 392 | |||||||||
| Net income (loss) attributable to CCIC stockholders | 445 | (59 | ) | (20 | ) | 366 | |||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 387 | $ | (59 | ) | $ | (20 | ) | $ | 308 | |||||
| Net income (loss) | $ | 445 | $ | (59 | ) | $ | (20 | ) | $ | 366 | |||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 447 | $ | (59 | ) | $ | (20 | ) | $ | 368 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 1.01 | $ | (0.16 | ) | $ | (0.05 | ) | $ | 0.80 | |||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 1.01 | $ | (0.16 | ) | $ | (0.05 | ) | $ | 0.80 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Consolidated Statement of Cash Flows
| Year Ended December 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 671 | $ | (48 | ) | $ | (1 | ) | $ | 622 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Depreciation, amortization and accretion | 1,528 | — | (1 | ) | 1,527 | ||||||||||
| Increase (decrease) in other liabilities | 223 | 48 | — | 271 | |||||||||||
| Net cash provided by (used for) operating activities | 2,502 | — | (2 | ) | 2,500 | ||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Capital expenditures | (1,741 | ) | — | 2 | (1,739 | ) | |||||||||
| Net cash provided by (used for) investing activities | (1,795 | ) | — | 2 | (1,793 | ) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (26 | ) | — | — | (26 | ) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 440 | — | — | 440 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 413 | $ | — | $ | — | $ | 413 |
| Year Ended December 31, 2017 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 445 | $ | (59 | ) | $ | (20 | ) | $ | 366 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Depreciation, amortization and accretion | 1,242 | — | (1 | ) | 1,241 | ||||||||||
| Increase (decrease) in other liabilities | 175 | 59 | — | 234 | |||||||||||
| Decrease (increase) in receivables | 61 | — | 10 | 71 | |||||||||||
| Net cash provided by (used for) operating activities | 2,043 | — | (11 | ) | 2,032 | ||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Capital expenditures | (1,228 | ) | — | 11 | (1,217 | ) | |||||||||
| Net cash provided by (used for) investing activities | (10,493 | ) | — | 11 | (10,482 | ) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (258 | ) | — | — | (258 | ) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 697 | — | — | 697 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 440 | $ | — | $ | — | $ | 440 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Consolidated Statement of Equity
| December 31, 2016 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Dividends/distributions in excess of earnings | $ | (3,379 | ) | $ | (332 | ) | $ | (3 | ) | $ | (3,714 | ) | |||
| Total stockholders' equity | $ | 7,557 | $ | (332 | ) | $ | (3 | ) | $ | 7,222 | |||||
| December 31, 2017 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Dividends/distributions in excess of earnings | $ | (4,505 | ) | $ | (391 | ) | $ | (23 | ) | $ | (4,919 | ) | |||
| Total stockholders' equity | $ | 12,339 | $ | (391 | ) | $ | (23 | ) | $ | 11,925 | |||||
| December 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Dividends/distributions in excess of earnings | $ | (5,732 | ) | $ | (440 | ) | $ | (23 | ) | $ | (6,195 | ) | |||
| Total stockholders' equity | $ | 12,034 | $ | (440 | ) | $ | (23 | ) | $ | 11,571 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| 3. | Summary of Significant Accounting Policies |
The following is a discussion of the Company's significant accounting policies in effect for the year ended December 31, 2019.
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. See note 17 for a reconciliation of cash, cash equivalents and restricted cash.
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 "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
Effective January 1, 2019, the Company adopted new guidance on the recognition, measurement, presentation and disclosure of leases (commonly referred to as "ASC 842" or the "new lease standard").
The new lease standard requires lessees to recognize a right-of-use ("ROU") 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 remained largely unchanged from previous guidance. See "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.
General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contracts with customers).
Lessee. For its Tower segment, the Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are specific to each site, generally contain an initial term of five to 10 years and are renewable (and cancelable after a notice period) at the Company's option. The Company also enters into term easements and ground leases in which it prepays the entire term. For its Fiber segment, the Company's lessee arrangements primarily include leases of fiber assets to support the Company's small cells and fiber solutions.
The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.
The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
ROU assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities" and "Operating lease liabilities" on the Company's consolidated balance sheet, respectively. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs. For both the Towers and Fiber segments, operating lease expenses are recognized on a ratable 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 lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the tenant contract's estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised.
Lease agreements may also contain provisions for a contingent payment based on (1) the revenues derived from the communications infrastructure located on the leased asset, (2) the change in CPI or (3) the usage of the leased asset. The Company's contingent payments are considered variable lease payments and are (1) not included in the initial measurement of the ROU asset or lease liability due to the uncertainty of the payment amount and (2) recorded as expense in the period such contingencies are resolved.
ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's consolidated balance sheet. Lease liabilities associated with finance leases are included in "Current maturities of debt and other obligations" and "Debt and other long-term obligations" on the Company's consolidated balance sheet. For both its Towers and Fiber segments, the Company measures the lease liability for finance leases using the effective interest method. The initial lease liability is increased to reflect interest on the liability and decreased to reflect payments made during the period. Interest on the lease liability is determined each period during the lease term as the amount that results in a constant periodic discount rate on the remaining balance of the liability. The Company measures ROU assets for finance leases on a ratable basis over the applicable lease term.
The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets.
Lessor. The Company's lessor arrangements primarily include tenant contracts for dedicated space (including dedicated fiber) on its shared communications infrastructure. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases.
Site rental revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company's tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Certain of the Company's arrangements with tenants in its Fiber segment contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components (generally dedicated fiber) represent the predominant component of the arrangement.
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 generally 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 and permanent improvements to the Company's communications infrastructure 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, 2019, 2018 and 2017, the Company had $246 million, $212 million and $92 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 $17 million, $22 million and $14 million for the years ended December 31, 2019, 2018 and 2017, 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 certain of its 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, 2019, which resulted in no impairments.
Intangible Assets
Intangible assets are included in "Site rental contracts and tenant relationships, net" and "Other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships or other contractual rights, such as trademarks, that are recorded in conjunction with acquisitions. The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the high rate of tenant retention, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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 tenant 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 tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant 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 tenant relationships are amortized over a period not to exceed 20 years.
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 tenant relationships intangible assets. First, the Company pools the site rental contracts and tenant 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 tenant 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.
See "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.
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 below-market tenant leases for contractual interests with tenants on acquired communications infrastructure, which are amortized to site rental revenues.
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.
See "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.
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
The Company generates site rental revenues from its core business by providing tenants with access, including space or capacity, to its shared communications infrastructure via long-term tenant contracts in various forms, including lease, license, sublease and service agreements. Providing such access over the length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts.
Site rental revenues. Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years for wireless tenants and three to 20 years related to the Company's fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands), regardless of whether the payments from the tenant are received in equal monthly amounts during
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. 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 $114 million and $92 million included in "Other current assets" and non-current amounts of $1.4 billion and $1.4 billion included in "Deferred site rental receivables" for the years ended December 31, 2019 and 2018, respectively. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities." Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the Company's consolidated balance sheet.
Services and other revenues. As part of the Company’s effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company offers certain services relating to its Towers segment, predominately consisting of (1) site development services and (2) installation services. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.
The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the tenant. The revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective contract based on estimated standalone selling price. The volume and mix of site development services may vary among contracts and may include a combination of some or all of the above performance obligations. Payments generally are due within 45 to 60 days and generally do not contain variable-consideration provisions. The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues. Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s consolidated balance sheet. The vast majority of the Company’s services relates to the Company’s Towers segment, and generally have a duration of one year or less.
Additional information on revenues. The following additional information on revenues reflect the impact of the Historical Adjustments, where applicable, as discussed in note 2. As of January 1, 2019 and December 31, 2019, a total of $2.7 billion and $2.9 billion of unrecognized revenue, respectively, was reported in "Deferred revenues" and "Other non-current liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2019, approximately $510 million of the January 1, 2019 unrecognized revenue balance was recognized as revenue. As of January 1, 2018, a total of $2.5 billion of unrecognized revenue was reported in "Deferred revenues" and "Other non-current liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2018, approximately $470 million of the January 1, 2018 unrecognized revenue balance was recognized as revenue.
See note 5 for further discussion regarding the Company’s revenues.
Costs of Operations
Approximately half 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 ratable 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 change in CPI). If the payment terms include fixed escalator provisions, the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
effect of such increases is recognized on a straight-line basis. 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 liability related to straight-line expense is included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements is included in "Prepaid expenses" and "Operating lease right-of-use assets" on the Company's consolidated balance sheet. See also "Lease Accounting—Lessee" and "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.
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
Direct or incremental costs related to a potential or completed business combination transaction are expensed as incurred. Such costs are predominately comprised of severance, retention bonuses payable to employees of an acquired enterprise, temporary employees to assist with the integration of the acquired operations, fees paid for services (such as consulting, accounting, legal, or engineering reviews), and any other costs directly associated with the transaction. These business combination costs are included in "Acquisition and integration costs" on the Company's consolidated statement of operations and comprehensive income (loss). For those transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price. 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.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Interest expense on debt obligations | $ | 682 | $ | 635 | $ | 582 | |||||
| Amortization of deferred financing costs and adjustments on long-term debt, net | 21 | 21 | 19 | ||||||||
| Capitalized interest | (20 | ) | (15 | ) | (12 | ) | |||||
| Other | — | 1 | 2 | ||||||||
| Total | $ | 683 | $ | 642 | $ | 591 |
The Company amortizes deferred financing costs, discounts and premiums over the estimated term of the related borrowing using the effective interest yield method. Deferred financing costs and discounts 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 net 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) taxes on any undistributed income, (2) taxes related to the TRSs, (3) franchise taxes, (4) property taxes, and (5) 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.
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) are 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. For its REIT conversion and certain subsequent acquisitions into the REIT, the Company will be subject to a federal corporate level tax rate (currently 21%) on any gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the transfer date up to the amount of the built in gain that existed on the transfer date, which is based upon the fair market value of those assets in excess of the Company's tax basis on the transfer date. 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.
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, 2019 and 2018, the Company has not recorded any material penalties related to its income tax positions.
See note 11.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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 years ended December 31, 2019, 2018 and 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 restricted stock units 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.
A reconciliation of the numerators and denominators of the basic and diluted per share computations is shown in the table below. The table below also gives effect to the Historical Adjustments as discussed in note 2.
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (As Restated) | |||||||||||
| Net income (loss) attributable to CCIC stockholders | $ | 860 | $ | 622 | $ | 366 | |||||
| Dividends/distributions on preferred stock | (113 | ) | (113 | ) | (58 | ) | |||||
| Net income (loss) attributable to CCIC common stockholders for basic and diluted computations | $ | 747 | $ | 509 | $ | 308 | |||||
| Weighted-average number of common shares outstanding (in millions): | |||||||||||
| Basic weighted-average number of common stock outstanding | 416 | 413 | 382 | ||||||||
| Effect of assumed dilution from potential issuance of common shares relating to RSUs | 2 | 2 | 1 | ||||||||
| Diluted weighted-average number of common shares outstanding | 418 | 415 | 383 | ||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||
| Basic | $ | 1.80 | $ | 1.23 | $ | 0.80 | |||||
| Diluted | $ | 1.79 | $ | 1.23 | $ | 0.80 | |||||
| Dividends/distributions declared per share of common stock | $ | 4.58 | $ | 4.28 | $ | 3.90 |
For the years ended December 31, 2019 and 2018, 14 million and 15 million, respectively, 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 at the end of each respective year. See notes 12 and 13 for further discussion of our 6.875% Convertible Preferred Stock.
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, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. 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, 2018 in the Company's valuation techniques used to measure fair values. See note 10 for a further discussion of fair values.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Recently Adopted Accounting Pronouncements
Lease Accounting
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 ROU 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.
The Company adopted the new lease standard using a modified retrospective approach as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods. The Company's adoption of the new lease standard did not result in a cumulative-effect adjustment being recognized to the opening balance of retained earnings. The new lease standard provides a package of practical expedients, whereby companies can elect not to reassess (if applicable), (1) whether existing contracts contain leases under the new definition of a lease, (2) lease classification for expired or existing leases and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. The Company elected the package of practical expedients upon adoption.
The new lease standard requires lessees to recognize a lease liability, initially measured at the present value of the lease payments for all leases, and a corresponding ROU asset. The accounting for lessors remained largely unchanged from previous guidance.
Due to the recognition of the lease liability and a corresponding ROU asset, the new lease standard had a material impact on the Company's consolidated balance sheet. Additionally, certain amounts related to its lessee arrangements that were previously reported separately have been de-recognized and reclassified into "Operating lease right-of-use assets" on the Company's consolidated balance sheet. These amounts include (1) the Company's liability related to straight-line expense, formerly referred to as "Deferred ground lease payable" and previously included in "Other accrued liabilities" and "Other long-term liabilities," (2) prepaid rent expense previously included in "Prepaid expenses" and "Long-term prepaid rent and other assets, net," (3) below-market leases previously included in "Other intangible assets, net," and (4) above-market leases previously included in "Other long-term liabilities."
Notwithstanding the material impact to the Company's consolidated balance sheet, the Company's adoption of the new lease standard did not have a material impact on the Company's consolidated statement of operations or statement of cash flows. Additionally, the adoption of this guidance had no impact on the Company's operating practices, cash flows, contractual arrangements, or debt agreements (including compliance with any applicable covenants).
See "Lease Accounting" for further discussion of the Company's updated accounting policies for leases.
Recent Accounting Pronouncements Not Yet Adopted
No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's consolidated financial statements.
| 4. | Acquisitions |
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 Acquisition, which was financed using proceeds from its November 2016 issuance of 11.4 million shares of common stock, which generated net proceeds of $1.0 billion and borrowings under the 2016 Revolver (see note 9).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The final purchase price allocation for the FiberNet Acquisition is shown below.
| Final Purchase Price Allocation | |||
| Current assets | $ | 52 | |
| Property and equipment | 438 | ||
| Goodwill(a) | 778 | ||
| Other intangible assets, net(b) | 327 | ||
| Other non-current assets | 2 | ||
| Current liabilities | (41 | ) | |
| Other non-current liabilities | (35 | ) | |
| Net assets acquired(c) | $ | 1,521 |
| (a) | The final 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 tenant relationships. |
| (c) | The vast majority of the assets have been 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 9) offering.
The final purchase price of approximately $600 million was primarily comprised of other intangible assets (predominantly comprised of site rental contracts and tenant 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 final 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.
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 9) offering, and (2) borrowings under the 2016 Revolver.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The final purchase price allocation for the Lightower Acquisition is shown below.
| Final Purchase Price Allocation | |||
| Current assets | $ | 99 | |
| Property and equipment | 2,194 | ||
| Goodwill(a) | 3,171 | ||
| Other intangible assets, net(b) | 2,177 | ||
| Other non-current assets | 27 | ||
| Current liabilities | (176 | ) | |
| Other non-current liabilities | (342 | ) | |
| Net assets acquired(c) | $ | 7,150 |
| (a) | The final 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 tenant relationships. |
| (c) | The vast majority of the assets have been 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 million.
The unaudited pro forma financial results for the year ended December 31, 2017 combine the historical results of the Company, along with the historical results of the 2017 Acquisitions. 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. The unaudited pro forma amounts are presented for illustrative purposes only and are not necessarily indicative of future consolidated results of operations. The table below also gives effect to the Historical Adjustments as discussed in note 2.
| Twelve Months Ended December 31, 2017 | ||||
| (As Restated) | ||||
| Net revenues | $ | 4,949 | ||
| Income (loss) before income taxes | $ | 462 | (b)(c) | |
| Benefit (provision) for income taxes | $ | (29 | ) | (a) |
| Net income (loss) | $ | 433 | (b)(c) | |
| Basic net income (loss) attributable to CCIC common stockholders, per common share | $ | 0.68 | (c)(d) | |
| Diluted net income (loss) attributable to CCIC common stockholders, per common share | $ | 0.67 | (c)(d) |
| (a) | For the year ended December 31, 2017, 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 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 year ended December 31, 2017, amounts are inclusive of pro forma adjustments to depreciation and amortization of $247 million, 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 9 and 12). |
| (d) | 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). |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| 5. | Revenues |
The following table is a summary of the contracted amounts owed to the Company by tenants pursuant to tenant contracts in effect as of December 31, 2019. As of December 31, 2019, the weighted-average remaining term of tenant contracts is approximately five years, exclusive of renewals exercisable at the tenant's option.
| Years Ending December 31, | ||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | Total | ||||||||||||||||||||||
| Contracted amounts(a) | $ | 4,177 | $ | 3,986 | $ | 3,758 | $ | 3,141 | $ | 2,405 | $ | 6,908 | $ | 24,375 |
| (a) | Based on the nature of the contract, tenant contracts are accounted for pursuant to relevant lease accounting (ASC 842) or revenue accounting (ASC 606) guidance. Excludes amounts related to services, as those contracts generally have a duration of one year or less. |
See notes 3 and 15 for further discussion regarding the Company's lessor arrangements and note 16 for further information regarding the Company's operating segments.
| 6. | Property and Equipment |
The major classes of property and equipment are summarized in the table below. The information below also gives effect to the Historical Adjustments as discussed in note 2.
| Estimated Useful Lives | As of December 31, | ||||||||
| 2019 | 2018 | ||||||||
| (As Restated) | |||||||||
| Land(a) | — | $ | 2,080 | $ | 1,981 | ||||
| Buildings | 40 years | 147 | 134 | ||||||
| Communications infrastructure assets | 1-20 years | 20,521 | 18,683 | ||||||
| Information technology assets and other | 2-7 years | 506 | 443 | ||||||
| Construction in process | — | 1,080 | 975 | ||||||
| Total gross property and equipment | 24,334 | 22,216 | |||||||
| Less: accumulated depreciation | (9,668 | ) | (8,563 | ) | |||||
| Total property and equipment, net | $ | 14,666 | $ | 13,653 |
| (a) | Includes land owned through fee interests and perpetual easements. |
Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $1.1 billion, $1.1 billion and $914 million, respectively. See note 15 for a discussion of finance leases recorded as "Property and equipment, net" on the Company's consolidated balance sheet.
| 7. | Goodwill and Intangible Assets |
Goodwill
The change in the carrying value of goodwill for the year ended December 31, 2018 is as follows:
| Balance as of December 31, 2017 | $ | 10,021 | |
| Adjustments due to other acquisitions, purchase price allocations and other, net | 57 | ||
| Balance as of December 31, 2018 | $ | 10,078 |
There were no changes in the carrying value of goodwill during the year ended December 31, 2019.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, 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, 2019 | As of December 31, 2018 | ||||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Book Value | Gross Carrying Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||
| Site rental contracts and tenant relationships | $ | 7,761 | $ | (2,997 | ) | $ | 4,764 | $ | 7,787 | $ | (2,578 | ) | $ | 5,209 | |||||||||
| Other intangible assets(a) | 143 | (71 | ) | 72 | 494 | (187 | ) | 307 | |||||||||||||||
| Total | $ | 7,904 | $ | (3,068 | ) | $ | 4,836 | $ | 8,281 | $ | (2,765 | ) | $ | 5,516 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard, including with respect to below-market leases previously classified as intangible assets. |
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 | 2019 | 2018 | 2017 | ||||||||
| Depreciation, amortization and accretion | $ | 428 | $ | 428 | $ | 314 | |||||
| Site rental costs of operations(a) | — | 17 | 18 | ||||||||
| Total amortization expense | $ | 428 | $ | 445 | $ | 332 |
| (a) | Amortization expense of intangible assets classified as "Site rental costs of operations" on the Company's consolidated statement of operations and comprehensive income (loss) for the years ended December 31, 2018 and 2017 represented amortization of below-market leases. Effective January 1, 2019, these below-market leases were de-recognized and reclassified from "Other intangible assets, net" to the "Operating lease right-of-use assets" on the Company's consolidated balance sheet. See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
The estimated annual amortization expense related to intangible assets for the years ending December 31, 2020 to 2024 is as follows:
| Years Ending December 31, | |||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | |||||||||||||||
| Estimated annual amortization | $ | 427 | $ | 427 | $ | 427 | $ | 427 | $ | 384 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| 8. | 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. The table below also gives effect to the Historical Adjustments, as discussed in note 2. See also note 3.
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| (As Restated) | ||||||||
| Deferred rental revenues | $ | 1,814 | $ | 1,618 | ||||
| Deferred ground lease payable(a) | — | 603 | ||||||
| Above-market leases for land interests, net(a) | — | 181 | ||||||
| Deferred credits, net | 434 | 499 | ||||||
| Asset retirement obligation | 227 | 192 | ||||||
| Deferred income tax liabilities | 8 | 7 | ||||||
| Other long-term liabilities | 33 | 10 | ||||||
| Total | $ | 2,516 | $ | 3,110 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard, including with respect to deferred ground lease payable and above-market leases previously classified as other long-term liabilities. |
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 $15 million, $14 million and $13 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $1.0 billion. See note 3.
For the years ended December 31, 2018 and 2017, the Company recorded $18 million and $19 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. Effective January 1, 2019, these above-market leases were de-recognized and reclassified from "Other long-term liabilities" into the "Operating lease right-of-use assets" on the Company's consolidated balance sheet. See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard.
For the years ended December 31, 2019, 2018 and 2017, the Company recognized $65 million, $69 million and $37 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, 2020 to 2024 are as follows:
| Years Ending December 31, | |||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | |||||||||||||||
| Below-market tenant leases | $ | 57 | $ | 53 | $ | 49 | $ | 45 | $ | 41 |
Other accrued liabilities
Other accrued liabilities included accrued payroll and other accrued compensation of $174 million and $157 million, respectively, as of December 31, 2019 and 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| 9. | Debt and Other Obligations |
The table below sets forth the Company's debt and other obligations as of December 31, 2019.
| Original Issue Date | Contractual Maturity Date | Outstanding Balance as of December 31, | Stated Interest Rate as of December 31, | ||||||||||||
| 2019 | 2018 | 2019 | (a) | ||||||||||||
| Secured Notes, Series 2009-1, Class A-1 | July 2009 | Aug. 2019 | (d) | $ | — | $ | 12 | N/A | |||||||
| 3.849% Secured Notes | Dec. 2012 | Apr. 2023 | 995 | 994 | 3.9 | % | |||||||||
| Secured Notes, Series 2009-1, Class A-2 | July 2009 | Aug. 2029 | (d) | 67 | 70 | 9.0 | % | ||||||||
| Tower Revenue Notes, Series 2015-1 | May 2015 | May 2042 | (b)(c) | 298 | 298 | 3.2 | % | ||||||||
| Tower Revenue Notes, Series 2018-1 | July 2018 | July 2043 | (b)(c) | 248 | 247 | 3.7 | % | ||||||||
| Tower Revenue Notes, Series 2015-2 | May 2015 | May 2045 | (b)(c) | 694 | 693 | 3.7 | % | ||||||||
| Tower Revenue Notes, Series 2018-2 | July 2018 | July 2048 | (b)(c) | 742 | 742 | 4.2 | % | ||||||||
| Finance leases and other obligations | Various | Various | (e) | 227 | 227 | Various | |||||||||
| Total secured debt | 3,271 | 3,283 | |||||||||||||
| 2016 Revolver | Jan. 2016 | June 2024 | 525 | (f) | 1,075 | 2.8 | % | (g) | |||||||
| 2016 Term Loan A | Jan. 2016 | June 2024 | 2,310 | 2,354 | 2.9 | % | (g) | ||||||||
| Commercial Paper Notes | Various | (h) | Various | (h) | 155 | — | Various | (i) | |||||||
| 3.400% Senior Notes | Feb./May 2016 | Feb. 2021 | 850 | 850 | 3.4 | % | |||||||||
| 2.250% Senior Notes | Sept. 2016 | Sept. 2021 | 698 | 697 | 2.3 | % | |||||||||
| 4.875% Senior Notes | Apr. 2014 | Apr. 2022 | 846 | 844 | 4.9 | % | |||||||||
| 5.250% Senior Notes | Oct. 2012 | Jan. 2023 | 1,644 | 1,641 | 5.3 | % | |||||||||
| 3.150% Senior Notes | Jan. 2018 | July 2023 | 744 | 742 | 3.2 | % | |||||||||
| 3.200% Senior Notes | Aug. 2017 | Sept. 2024 | 744 | 743 | 3.2 | % | |||||||||
| 4.450% Senior Notes | Feb. 2016 | Feb. 2026 | 893 | 892 | 4.5 | % | |||||||||
| 3.700% Senior Notes | May 2016 | June 2026 | 744 | 744 | 3.7 | % | |||||||||
| 4.000% Senior Notes | Feb. 2017 | Mar. 2027 | 495 | 494 | 4.0 | % | |||||||||
| 3.650% Senior Notes | Aug. 2017 | Sept. 2027 | 993 | 992 | 3.7 | % | |||||||||
| 3.800% Senior Notes | Jan. 2018 | Feb. 2028 | 990 | 988 | 3.8 | % | |||||||||
| 4.300% Senior Notes | Feb. 2019 | Feb. 2029 | 592 | — | 4.3 | % | |||||||||
| 3.100% Senior Notes | Aug. 2019 | Nov. 2029 | 543 | — | 3.1 | % | |||||||||
| 4.750% Senior Notes | May 2017 | May 2047 | 344 | 343 | 4.8 | % | |||||||||
| 5.200% Senior Notes | Feb. 2019 | Feb. 2049 | 395 | — | 5.2 | % | |||||||||
| 4.000% Senior Notes | Aug. 2019 | Nov. 2049 | 345 | — | 4.0 | % | |||||||||
| Total unsecured debt | $ | 14,850 | $ | 13,399 | |||||||||||
| Total debt and other obligations | $ | 18,121 | $ | 16,682 | |||||||||||
| Less: current maturities and short-term debt and other current obligations | $ | 100 | $ | 107 | |||||||||||
| Non-current portion of long-term debt and other long-term obligations | $ | 18,021 | $ | 16,575 |
| (a) | Represents the weighted-average stated interest rate. |
| (b) | The Tower Revenue Notes, Series 2015-1 and 2015-2 ("May 2015 Tower Revenue Notes") and Tower Revenue Notes, Series 2018-1 and 2018-2 ("July 2018 Tower Revenue Notes") are collectively referred to herein as "Tower Revenue Notes." |
| (c) | 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 governing the terms of such notes) 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, 2019, the Tower Revenue Notes have principal amounts of $300 million, $250 million, $700 million and $750 million, with anticipated repayment dates in 2022, 2023, 2025 and 2028, respectively. |
| (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 Company's finance 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. |
| (f) | As of December 31, 2019, the undrawn availability under the 2016 Revolver was $4.5 billion. |
| (g) | Both 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 1.000% to 1.750%, based on the Company's senior unsecured debt rating. The Company pays a commitment fee ranging from 0.125% to 0.350%, based on the Company's senior unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver. |
| (h) | The maturities of the Commercial Paper Notes, as defined below, when outstanding, may vary but may not exceed 397 days from the date of issue. |
| (i) | The weighted-average interest rate for the outstanding commercial paper under the CP Program, as defined below, was 2.1%. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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 established 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 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 commitments on the 2016 Revolver by $1.0 billion, for total 2016 Revolver commitments of $3.5 billion, and (2) extend the maturity of the Credit Facility to August 2022.
In June 2018, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver by $750 million, for total 2016 Revolver commitments of $4.25 billion, and (2) extend the maturity of the Credit Facility from August 2022 to June 2023.
In April 2019, the Company established a commercial paper program ("CP Program"), pursuant to which the Company may issue short-term, unsecured commercial paper notes ("Commercial Paper Notes"). Commercial Paper Notes may be issued, repaid and re-issued from time to time, with an aggregate principal amount of Commercial Paper Notes outstanding under the CP Program at any time not to exceed $1.0 billion. The net proceeds of the Commercial Paper Notes are expected to be used for general corporate purposes. The Commercial Paper Notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. For the year ended December 31, 2019, the Company had net issuances of $155 million under the CP Program. At any point in time, the Company intends to maintain available commitments under its 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. While any outstanding commercial paper issuances generally have short-term maturities, the Company classifies the outstanding issuances as long-term based on its ability and intent to refinance the outstanding issuances on a long-term basis.
In June 2019, the Company entered into an amendment to the 2016 Credit Facility to (1) increase commitments on the 2016 Revolver by $750 million, for total 2016 Revolver commitments of $5.0 billion, and (2) extend the maturity of the Credit Facility from June 2023 to June 2024.
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 May 2015 Tower Revenue Notes and July 2018 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 May 2015 Tower Revenue Notes, together with proceeds received from the Company's sale of CCAL, were primarily used to (1) repay $250 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
In July 2018, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("July 2018 Tower Revenue Notes"), which were issued pursuant to the existing indenture and have similar terms and security as the Company's existing Tower Revenue Notes. The July 2018 Tower Revenue Notes consist of (1) $250 million aggregate principal amount of 3.720% senior secured tower revenue notes ("3.72% Notes") with an anticipated repayment date of July 2023 and a final maturity of July 2043 and (2) $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("4.241% Notes") with an anticipated repayment date of July 2028 and a final maturity of July 2048. The Company used the net proceeds of the July 2018 Tower Revenue Notes, together with cash on hand, to repay all of the previously outstanding Tower Revenue Notes, Series 2010-6 and to pay related fees and expenses. In addition to the July 2018 Tower Revenue Notes described above, in connection with Exchange Act risk retention requirements ("Risk Retention Rules"), an indirect subsidiary of the Company issued and a majority-owned affiliate of the Company purchased approximately $53 million of the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028 to retain an eligible horizontal residual interest (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the July 2018 Tower Revenue Notes.
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, 2019, the Securitized Debt was collateralized with personal property and equipment with an aggregate net book value of approximately $1.0 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 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 May 2015 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 and the July 2018 Tower Revenue Notes from the date of issuance, provided in each case that 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.
Bonds—Senior Notes
In August 2019, the Company issued $900 million aggregate principal amount of senior unsecured notes ("August 2019 Senior Notes"), which consisted of (1) $550 million aggregate principal amount of 3.100% senior unsecured notes due November 2029 and (2) $350 million aggregate principal amount of 4.000% senior unsecured notes due November 2049. The Company used the net proceeds of the August 2019 Senior Notes offering to repay outstanding borrowings under the 2016 Revolver and CP Program.
In February 2019, the Company issued $1.0 billion aggregate principal amount of senior unsecured notes ("February 2019 Senior Notes"), which consisted of (1) $600 million aggregate principal amount of 4.300% senior unsecured notes due February 2029 and (2) $400 million aggregate principal amount of 5.200% senior unsecured notes due February 2049. The Company used the net proceeds of the February 2019 Senior Notes offering to repay a portion of the outstanding borrowings under the 2016 Revolver.
In January 2018, the Company issued $750 million aggregate principal amount of 3.150% senior unsecured notes due July 2023 and $1.0 billion aggregate principal amount of 3.800% senior unsecured notes due February 2028 (collectively, "January 2018 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
In February 2017, the Company issued $500 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 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 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 million aggregate principal amount of 3.400% senior notes due February 2021 ("3.400% Senior Notes") and (2) $900 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 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 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 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 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 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 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 million, after the deduction of associated fees. The Company utilized the net proceeds from the 4.875% Senior Notes offering (1) to repay $300 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.
Each of the 5.250% Senior Notes, 4.875% Senior Notes, February 2016 Senior Notes, May 2016 Senior Notes, 2.250% Senior Notes, 4.000% Senior Notes, 4.750% Senior Notes, August 2017 Senior Notes, January 2018 Senior Notes, February 2019 Senior Notes and August 2019 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 3.849% 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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 and other long-term obligations of the Company outstanding at December 31, 2019. 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, | |||||||||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | Total Cash Obligations | Unamortized Adjustments, Net | Total Debt and Other Obligations Outstanding | |||||||||||||||||||||||||||
| Scheduled contractual maturities | $ | 253 | $ | 1,675 | $ | 1,000 | $ | 3,604 | $ | 3,172 | $ | 8,531 | $ | 18,235 | $ | (114 | ) | $ | 18,121 |
Debt Purchases and Redemptions
The following is a summary of the purchases and redemptions of debt during the years ended December 31, 2019, 2018 and 2017.
| Year Ended December 31, 2019 | |||||||||||
| Principal Amount | Cash Paid**(a)** | Gains (losses)****(b) | |||||||||
| Secured Notes, Series 2009-1, Class A-1 | $ | 12 | $ | 12 | $ | (1 | ) | ||||
| 2016 Term Loan A | — | — | (1 | ) | |||||||
| Total | $ | 12 | $ | 12 | $ | (2 | ) |
| (a) | Exclusive of accrued interest. |
| (b) | Inclusive of the write-off of the respective deferred financing costs. |
| Year Ended December 31, 2018 | |||||||||||
| Principal Amount | Cash Paid**(a)** | Gains (losses)****(b) | |||||||||
| Tower Revenue Notes, Series 2010-3 | $ | 1,250 | $ | 1,318 | $ | (71 | ) | ||||
| 2016 Term Loan A | — | — | (3 | ) | |||||||
| Tower Revenues Notes, Series 2010-6 | 1,000 | 1,028 | (32 | ) | |||||||
| Total | $ | 2,250 | $ | 2,346 | $ | (106 | ) |
| (a) | Exclusive of accrued interest. |
| (b) | Inclusive of the write-off of the respective deferred financing costs. |
| Year Ended December 31, 2017 | |||||||||||
| Principal Amount | Cash Paid | Gains (losses)****(a) | |||||||||
| 2016 Term Loan A | $ | — | $ | — | $ | (4 | ) | ||||
| Total | $ | — | $ | — | $ | (4 | ) |
| (a) | The losses represent write-off of deferred financing costs. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, 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 3.
| Level in Fair Value Hierarchy | December 31, 2019 | December 31, 2018 | |||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
| Assets: | |||||||||||||||||
| Cash and cash equivalents | 1 | $ | 196 | $ | 196 | $ | 277 | $ | 277 | ||||||||
| Restricted cash, current and non-current | 1 | 142 | 142 | 136 | 136 | ||||||||||||
| Liabilities: | |||||||||||||||||
| Total debt and other obligations | 2 | $ | 18,121 | $ | 19,170 | $ | 16,682 | $ | 16,562 |
| 11. | Income Taxes |
Income (loss) from continuing operations before income taxes by geographic area is summarized in the table below. The table below also gives effect to the Historical Adjustments, as discussed in note 2.
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (As Restated) | |||||||||||
| Domestic | $ | 850 | $ | 618 | $ | 372 | |||||
| Foreign(a) | 31 | 23 | 20 | ||||||||
| Total | $ | 881 | $ | 641 | $ | 392 |
| (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, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Current: | |||||||||||
| Federal | $ | (6 | ) | $ | (5 | ) | $ | (3 | ) | ||
| Foreign | (8 | ) | (7 | ) | (6 | ) | |||||
| State | (5 | ) | (5 | ) | (2 | ) | |||||
| Total current | (19 | ) | (17 | ) | (11 | ) | |||||
| Deferred: | |||||||||||
| Federal | — | — | (18 | ) | |||||||
| Foreign | (2 | ) | (2 | ) | 3 | ||||||
| Total deferred | (2 | ) | (2 | ) | (15 | ) | |||||
| Total tax benefit (provision) | $ | (21 | ) | $ | (19 | ) | $ | (26 | ) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, 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, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (As Restated) | |||||||||||
| Benefit (provision) for income taxes at statutory rate | $ | (185 | ) | $ | (135 | ) | $ | (137 | ) | ||
| Tax effect of foreign income (losses) | 1 | 1 | — | ||||||||
| Tax adjustment related to REIT operations | 178 | 128 | 131 | ||||||||
| State tax (provision) benefit, net of federal | (5 | ) | (4 | ) | (2 | ) | |||||
| Foreign tax | (10 | ) | (9 | ) | (3 | ) | |||||
| Effects of tax law change(a) | — | — | (15 | ) | |||||||
| Total | $ | (21 | ) | $ | (19 | ) | $ | (26 | ) |
| (a) | 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 $17 million as a result of the reduction in the federal corporate tax rate offset by a benefit of $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, | |||||||
| 2019 | 2018 | ||||||
| Deferred income tax liabilities: | |||||||
| Property and equipment | $ | 6 | $ | 5 | |||
| Deferred site rental receivable | 7 | 7 | |||||
| Total deferred income tax liabilities | 13 | 12 | |||||
| Deferred income tax assets: | |||||||
| Intangible assets | 3 | 4 | |||||
| Net operating loss carryforwards(a) | 18 | 18 | |||||
| Straight-line rent expense liability(b) | 3 | 2 | |||||
| Accrued liabilities | 5 | 5 | |||||
| Other | 2 | 3 | |||||
| Valuation allowances | — | (1 | ) | ||||
| Total deferred income tax assets, net | 31 | 31 | |||||
| Net deferred income tax asset (liabilities) | $ | 18 | $ | 19 |
| (a) | Balance results from the Company's foreign NOLs. Due to the Company's REIT status, no federal or state NOLs result in the Company recording a deferred income tax asset. See further discussion surrounding the Company's NOL balances below. |
| (b) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
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, 2019 | December 31, 2018 | ||||||||||||||||||||||
| Classification | Gross | Valuation Allowance | Net | Gross | Valuation Allowance | Net | |||||||||||||||||
| Federal | $ | 25 | $ | — | $ | 25 | $ | 25 | $ | — | $ | 25 | |||||||||||
| State | 1 | — | 1 | 1 | — | 1 | |||||||||||||||||
| Foreign | (8 | ) | — | (8 | ) | (6 | ) | (1 | ) | (7 | ) | ||||||||||||
| Total | $ | 18 | $ | — | $ | 18 | $ | 20 | $ | (1 | ) | $ | 19 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
At December 31, 2019, 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 million of losses related to stock-based compensation. The Company also has foreign NOLs of $48 million. If not utilized, the Company's U.S. federal NOLs expire starting in 2025 and ending in 2036, the state NOLs expire starting in 2020 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, 2019, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.
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 primary focus of the audit relates to the Company's asset valuation methodology and whether the Company should be subject to Australian capital gains tax on its sale of CCAL. The Company believes its valuation methodology is appropriate, that it is not subject to such tax, and that the ultimate resolution of the audit will not be material to the Company’s financial position.
In addition, the Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions in which it has business operations. The Company has no uncertain tax positions as of December 31, 2019. Additionally, the Company does not believe any such additional assessments arising from other examinations or audits will have a material effect on the Company's financial statements.
As of December 31, 2019, 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 |
2018 "At-The-Market" Stock Offering Program
In April 2018, the Company established an "at-the-market" stock offering program through which it may issue and sell shares of its common stock having an aggregate gross sales price of up to $750 million ("2018 ATM Program"). Sales under the 2018 ATM Program may be made by means of ordinary brokers' transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices. The Company intends to use the net proceeds from any sales under the 2018 ATM Program for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. The Company has not sold any shares of common stock under the 2018 ATM Program. As of December 31, 2019, the Company had $750 million of gross sales of common stock availability remaining under the 2018 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 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.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
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 8.7772 and 10.5326 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 8.7772, 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."
March 2018 Common Stock Offering
In March 2018, the Company completed an offering of 8 million shares of its common stock, which generated net proceeds of $841 million ("March 2018 Equity Financing"). The Company used the net proceeds from the March 2018 Equity Financing for general corporate purposes, including repayment of outstanding indebtedness.
Declaration and Payment of Dividends
During the year ended December 31, 2019, 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 21, 2019 | March 15, 2019 | March 29, 2019 | $ | 1.125 | $ | 471 | (a) | |||||||
| Common Stock | May 16, 2019 | June 14, 2019 | June 28, 2019 | $ | 1.125 | $ | 471 | (a) | |||||||
| Common Stock | August 8, 2019 | September 13, 2019 | September 30, 2019 | $ | 1.125 | $ | 472 | (a) | |||||||
| Common Stock | October 14, 2019 | December 13, 2019 | December 31, 2019 | $ | 1.20 | $ | 502 | (a) | |||||||
| 6.875% Convertible Preferred Stock | December 11, 2018 | January 15, 2019 | February 1, 2019 | $ | 17.1875 | $ | 28 | ||||||||
| 6.875% Convertible Preferred Stock | March 19, 2019 | April 15, 2019 | May 1, 2019 | $ | 17.1875 | $ | 28 | ||||||||
| 6.875% Convertible Preferred Stock | June 17, 2019 | July 15, 2019 | August 1, 2019 | $ | 17.1875 | $ | 28 | ||||||||
| 6.875% Convertible Preferred Stock | September 18, 2019 | October 15, 2019 | November 1, 2019 | $ | 17.1875 | $ | 28 | ||||||||
| 6.875% Convertible Preferred Stock | December 9, 2019 | January 15, 2020 | February 3, 2020 | $ | 17.1875 | $ | 28 |
| (a) | Inclusive of dividends accrued for holders of unvested RSUs, which will be paid when and if the RSUs vest. |
See note 19 for further discussion of common stock dividends.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Tax Treatment of Dividends
The following table summarizes, for income tax purposes, the nature of dividends paid during 2019 on the Company's common stock and 6.875% Convertible Preferred Stock.
| Equity Type | Payment Date | Cash Distribution (per share) | Ordinary Taxable Dividend (per share) | Qualified Taxable Dividend (per share)****(a) | Section 199A Dividend (per share) | Non-Taxable Distribution (per share) | ||||||||||||||||
| Common Stock | March 29, 2019 | $ | 1.125 | $ | 0.824 | $ | 0.007 | $ | 0.817 | $ | 0.301 | |||||||||||
| Common Stock | June 28, 2019 | $ | 1.125 | $ | 0.824 | $ | 0.007 | $ | 0.817 | $ | 0.301 | |||||||||||
| Common Stock | September 30, 2019 | $ | 1.125 | $ | 0.824 | $ | 0.007 | $ | 0.817 | $ | 0.301 | |||||||||||
| Common Stock | December 31, 2019 | $ | 1.20 | $ | 0.879 | $ | 0.008 | $ | 0.871 | $ | 0.321 | |||||||||||
| 6.875% Convertible Preferred Stock | February 1, 2019 | $ | 17.1875 | $ | 17.1875 | $ | 0.1490 | $ | 17.0385 | $ | — | |||||||||||
| 6.875% Convertible Preferred Stock | May 1, 2019 | $ | 17.1875 | $ | 17.1875 | $ | 0.1490 | $ | 17.0385 | $ | — | |||||||||||
| 6.875% Convertible Preferred Stock | August 1, 2019 | $ | 17.1875 | $ | 17.1875 | $ | 0.1490 | $ | 17.0385 | $ | — | |||||||||||
| 6.875% Convertible Preferred Stock | November 1, 2019 | $ | 17.1875 | $ | 17.1875 | $ | 0.1490 | $ | 17.0385 | $ | — |
| (a) | Qualified taxable dividend and section 199A dividend amounts are included in ordinary taxable dividend amounts. |
Purchases of the Company's Common Stock
During the years ended December 31, 2019, 2018 and 2017, the Company purchased 0.4 million, 0.3 million and 0.3 million shares of common stock, respectively, utilizing $44 million, $34 million and $23 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, 2019, the Company has 9 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 million shares 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, 2019.
| RSUs | ||
| (In millions) | ||
| Outstanding at the beginning of year | 3 | |
| Granted | 1 | |
| Vested | (1 | ) |
| Forfeited | — | |
| Outstanding at end of year | 3 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The Company granted approximately 1 million RSUs to the Company's executives and certain other employees for each of the years ended December 31, 2019, 2018 and 2017. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2019, 2018 and 2017 was $106.55, $91.52 and $73.52 per share, respectively. The weighted-average requisite service period for the RSUs granted during 2019 was approximately 2.4 years.
The approximately 1 million RSUs granted during the year ended December 31, 2019, were comprised of (1) approximately 0.8 million RSUs that time vest over a three-year period and (2) approximately 0.5 million RSUs to the Company's executives and certain other employees which may vest on the third anniversary of the grant date based upon (1) the Company's total shareholder returns (defined as share price appreciation plus the value of dividends paid during the performance period) and (2) the Company's total shareholder return compared to that of the companies in the Standard & Poor's 500 Index. 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, 2019, 2018 and 2017, respectively, with market conditions.
| Years Ended December 31, | ||||||||
| 2019 | 2018 | 2017 | ||||||
| Risk-free rate | 2.5 | % | 2.4 | % | 1.5 | % | ||
| Expected volatility | 18 | % | 18 | % | 18 | % | ||
| Expected dividend rate | 4.0 | % | 3.8 | % | 4.4 | % |
The Company recognized aggregate stock-based compensation expense related to RSUs of $96 million, $90 million and $89 million for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate unrecognized compensation (net of estimated forfeitures) related to RSUs at December 31, 2019 is $89 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, 2019, 2018 and 2017.
| Years Ended December 31, | Total Shares Vested | Fair Value on Vesting Date | |||||
| (In millions of shares) | |||||||
| 2019 | 1 | $ | 135 | ||||
| 2018 | 1 | 107 | |||||
| 2017 | 1 | 67 |
Stock-based Compensation
The following table discloses the components of stock-based compensation expense.
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Stock-based compensation expense: | |||||||||||
| Site rental costs of operations | $ | 19 | $ | 17 | $ | 15 | |||||
| Services and other costs of operations | 7 | 8 | 5 | ||||||||
| Selling, general and administrative expenses | 90 | 83 | 76 | ||||||||
| Total stock-based compensation | $ | 116 | $ | 108 | $ | 96 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, 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.
SEC Investigation
In September 2019, the Company received a subpoena from the SEC requesting certain documents from 2015 through the present, primarily related to the Company's long-standing capitalization and expense policies for tenant upgrades and installations in its services business. Prior to receiving this subpoena, the Company previously provided information to the SEC related to certain services-related transactions. The Company is cooperating fully with the SEC's investigation and cannot predict the ultimate timing, scope or outcome of this matter.
Shareholder Litigation
Putative securities class action suits have been filed against the Company on behalf of investors that purchased or otherwise acquired stock of the Company between February 26, 2018 and February 26, 2020. The allegations relate to allegedly false or misleading statements or other failures to disclose information about the Company’s business, operations and prospects. The complaints seek money damages and the award of plaintiffs’ costs and expenses incurred in the respective class action. The Company is currently unable to determine the likelihood of an outcome or estimate a range of reasonably possible losses, if any. The Company believes these class action suits are without merit and intends to defend itself vigorously.
| 15. | Leases |
The following information is presented with respect to the Company's tenant contracts that are subject to the new lease accounting standard and excludes those contracts outside the scope of that standard.
Lessor Tenant Leases
See note 5 for further information regarding the contractual amounts owed to the Company pursuant to tenant contracts in effect as of December 31, 2019 and other information.
Lessee Operating Leases
The components of the Company's operating lease expense are as follows:
| Year Ended December 31, | |||
| 2019 | |||
| Lease cost: | |||
| Operating lease expense(a) | $ | 648 | |
| Variable lease expense(b) | 133 | ||
| Total lease expense(c) | $ | 781 |
| (a) | Represents the Company's operating lease expense related to its ROU assets for the twelve months ended December 31, 2019. |
| (b) | Represents the Company's expense related to contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) for the twelve months ended December 31, 2019. Such contingencies are recognized as expense in the period they are resolved. |
| (c) | Excludes those direct operating expenses accounted for pursuant to accounting guidance outside the scope of ASC 842. |
Lessee Finance Leases
The vast majority of the Company's finance leases are related to the towers subject to prepaid master lease agreements with AT&T, Sprint and T-Mobile and are recorded as "Property and equipment, net" on the consolidated balance sheet. See note 1 for
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
further discussion of the Company's prepaid master lease agreements and note 3 for further information regarding the Company's adoption method of the new lease standard. Finance leases and associated leasehold improvements related to gross property and equipment and accumulated depreciation were $4.4 billion and $2.1 billion, respectively, as of December 31, 2019. For the twelve months ended December 31, 2019, the Company recorded $216 million to "Depreciation, amortization and accretion" related to finance leases.
Other Lessee Information
As of December 31, 2019, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 17 years and 4.3%, respectively.
The following table is a summary of the Company's maturities of operating lease liabilities as of December 31, 2019:
| Years Ending December 31, | |||||||||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | Total undiscounted lease payments | Less: Imputed interest | Total operating lease liabilities | |||||||||||||||||||||||||||
| Operating leases(a) | $ | 534 | $ | 528 | $ | 524 | $ | 520 | $ | 517 | $ | 6,357 | $ | 8,980 | $ | (3,170 | ) | $ | 5,810 |
| (a) | Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) as such arrangements are excluded from the Company's operating lease liability. Such contingencies are recognized as expense in the period they are resolved. |
Comparative Information from 2018 Form 10-K
The Company adopted ASC 842 using a modified retrospective approach as of the effective date, without adjusting the comparative periods and therefore, as required by ASC 842, has included the following comparative information from note 14 to the consolidated financial statements in its 2018 Form 10-K.
The operating lease payments included in the table below include payments for certain renewal periods exercisable at the Company's option that are deemed reasonably assured to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases.
| Years Ending December 31, | |||||||||||||||||||||||||||
| 2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | Total | |||||||||||||||||||||
| Operating leases | $ | 640 | $ | 631 | $ | 628 | $ | 623 | $ | 619 | $ | 8,054 | $ | 11,195 |
| 16. | Operating Segments and Concentrations of Credit Risk |
Operating Segments
The Company's operating segments consist of (1) Towers and (2) Fiber. 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 ancillary services relating to the Company's towers, predominately consisting of site development services and installation services. The Fiber segment provides access, including space or capacity, to the Company's approximately 80,000 route miles of fiber primarily supporting small cell networks and fiber solutions geographically dispersed throughout the U.S.
The measurements of profit or loss used by the Company's chief operating decision maker ("CODM") to evaluate the performance of its operating segments are (1) segment site rental gross margin, (2) segment 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 services and other gross margin as segment services and other revenues less segment 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 services and other gross margin, less selling, general and administrative expenses attributable to the respective segment. All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately.
Costs that are directly attributable to Towers and Fiber are assigned to those respective segments. Additionally, certain costs are shared across segments and are reflected in the Company's segment measures through allocations that management believes
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
to be reasonable. The "Other" column (1) represents amounts excluded from specific segments, such as 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, interest income, other income (expense), 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.
The tables below for the years ended December 31, 2018 and 2017 also give effect to the Historical Adjustments as discussed in note 2. Each of the Historical Adjustments for the years ended December 31, 2018 and 2017 are attributable only to the Towers segment.
| Year Ended December 31, 2019 | |||||||||||||||
| Towers | Fiber | Other | Consolidated Total | ||||||||||||
| Segment site rental revenues | $ | 3,389 | $ | 1,704 | $ | 5,093 | |||||||||
| Segment services and other revenues | 653 | 17 | 670 | ||||||||||||
| Segment revenues | 4,042 | 1,721 | 5,763 | ||||||||||||
| Segment site rental cost of operations | 864 | 559 | 1,423 | ||||||||||||
| Segment services and other cost of operations | 506 | 11 | 517 | ||||||||||||
| Segment cost of operations(a)(b) | 1,370 | 570 | 1,940 | ||||||||||||
| Segment site rental gross margin | 2,525 | 1,145 | 3,670 | ||||||||||||
| Segment services and other gross margin | 147 | 6 | 153 | ||||||||||||
| Segment selling, general and administrative expenses(b) | 96 | 195 | 291 | ||||||||||||
| Segment operating profit (loss) | 2,576 | 956 | 3,532 | ||||||||||||
| Other selling, general and administrative expenses(b) | $ | 233 | 233 | ||||||||||||
| Stock-based compensation expense | 116 | 116 | |||||||||||||
| Depreciation, amortization and accretion | 1,572 | 1,572 | |||||||||||||
| Interest expense and amortization of deferred financing costs | 683 | 683 | |||||||||||||
| Other (income) expenses to reconcile to income (loss) before income taxes(c) | 47 | 47 | |||||||||||||
| Income (loss) before income taxes | $ | 881 | |||||||||||||
| Capital expenditures | $ | 543 | $ | 1,473 | $ | 41 | $ | 2,057 | |||||||
| Total assets (at year end) | $ | 22,357 | $ | 15,389 | $ | 711 | $ | 38,457 | |||||||
| Total goodwill (at year end) | $ | 5,127 | $ | 4,951 | $ | — | $ | 10,078 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately |
| (b) | Segment cost of operations for the year ended December 31, 2019 excludes (1) stock-based compensation expense of $26 million and (2) prepaid lease purchase price adjustments of $20 million. For the year ended December 31, 2019, segment selling, general and administrative expenses exclude stock-based compensation expense of $90 million. |
| (c) | See consolidated statement of operations for further information. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Year Ended December 31, 2018 | |||||||||||||||
| (As Restated) | |||||||||||||||
| Towers | Fiber | Other | Consolidated Total | ||||||||||||
| Segment site rental revenues | $ | 3,196 | $ | 1,600 | $ | 4,796 | |||||||||
| Segment services and other revenues | 558 | 16 | 574 | ||||||||||||
| Segment revenues | 3,754 | 1,616 | 5,370 | ||||||||||||
| Segment site rental cost of operations | 848 | 525 | 1,373 | ||||||||||||
| Segment services and other cost of operations | 415 | 11 | 426 | ||||||||||||
| Segment cost of operations(a)(b) | 1,263 | 536 | 1,799 | ||||||||||||
| Segment site rental gross margin | 2,348 | 1,075 | 3,423 | ||||||||||||
| Segment services and other gross margin | 143 | 5 | 148 | ||||||||||||
| Segment selling, general and administrative expenses(b) | 110 | 179 | 289 | ||||||||||||
| Segment operating profit (loss) | 2,381 | 901 | 3,282 | ||||||||||||
| Other selling, general and administrative expenses(b) | $ | 191 | 191 | ||||||||||||
| Stock-based compensation expense | 108 | 108 | |||||||||||||
| Depreciation, amortization and accretion | 1,527 | 1,527 | |||||||||||||
| Interest expense and amortization of deferred financing costs | 642 | 642 | |||||||||||||
| Other (income) expenses to reconcile to income (loss) before income taxes(c) | 173 | 173 | |||||||||||||
| Income (loss) before income taxes | $ | 641 | |||||||||||||
| Capital expenditures | $ | 440 | $ | 1,264 | $ | 35 | $ | 1,739 | |||||||
| Total assets (at year end) | $ | 17,644 | $ | 14,512 | $ | 606 | $ | 32,762 | |||||||
| Total goodwill (at year end) | $ | 5,127 | $ | 4,951 | $ | — | $ | 10,078 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately |
| (b) | Segment cost of operations for the year ended December 31, 2018 excludes (1) stock-based compensation expense of $25 million and (2) prepaid lease purchase price adjustments of $20 million. For the year ended December 31, 2018, segment selling, general and administrative expenses exclude stock-based compensation expense of $83 million. |
| (c) | See consolidated statement of operations for further information. |
| Year Ended December 31, 2017 | |||||||||||||||
| (As Restated) | |||||||||||||||
| Towers | Fiber | Other | Consolidated Total | ||||||||||||
| Segment site rental revenues | $ | 2,965 | $ | 769 | $ | 3,734 | |||||||||
| Segment services and other revenues | 471 | 50 | 521 | ||||||||||||
| Segment revenues | 3,436 | 819 | 4,255 | ||||||||||||
| Segment site rental cost of operations | 845 | 264 | 1,109 | ||||||||||||
| Segment services and other cost of operations | 353 | 41 | 394 | ||||||||||||
| Segment cost of operations(a)(b) | 1,198 | 305 | 1,503 | ||||||||||||
| Segment site rental gross margin | 2,120 | 505 | 2,625 | ||||||||||||
| Segment services and other gross margin | 118 | 9 | 127 | ||||||||||||
| Segment selling, general and administrative expenses(b) | 94 | 89 | 183 | ||||||||||||
| Segment operating profit (loss) | 2,144 | 425 | 2,569 | ||||||||||||
| Other selling, general and administrative expenses(b) | $ | 167 | 167 | ||||||||||||
| Stock-based compensation expense | 96 | 96 | |||||||||||||
| Depreciation, amortization and accretion | 1,241 | 1,241 | |||||||||||||
| Interest expense and amortization of deferred financing costs | 591 | 591 | |||||||||||||
| Other (income) expenses to reconcile to income (loss) before income taxes(c) | 82 | 82 | |||||||||||||
| Income (loss) before income taxes | $ | 392 | |||||||||||||
| Capital expenditures | $ | 407 | $ | 782 | $ | 28 | $ | 1,217 | |||||||
| Total assets (at year end) | $ | 17,918 | $ | 13,669 | $ | 619 | $ | 32,206 | |||||||
| Total goodwill (at year end) | $ | 5,127 | $ | 4,894 | $ | — | $ | 10,021 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately |
| (b) | Segment cost of operations for the year ended December 31, 2017 excludes (1) stock-based compensation expense of $20 million and (2) prepaid lease purchase price adjustments of $20 million. For the year ended December 31, 2017, segment selling, general and administrative expenses exclude stock-based compensation expense of $76 million. |
| (c) | See consolidated statement of operations for further information. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Major Tenants
The following table summarizes the percentage of the consolidated revenues for those tenants accounting for more than 10% of the consolidated revenues. The table below also gives effect to the Historical Adjustments, as discussed in note 2.
| Years Ended December 31, | ||||||||
| 2019 | 2018 | 2017 | ||||||
| (As Restated) | ||||||||
| T-Mobile | 22 | % | 19 | % | 22 | % | ||
| AT&T | 21 | % | 20 | % | 25 | % | ||
| Verizon Wireless | 19 | % | 20 | % | 16 | % | ||
| Sprint | 14 | % | 15 | % | 23 | % | ||
| Total | 76 | % | 74 | % | 86 | % |
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 3).
The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with T-Mobile, AT&T, 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, 2019, 2018 and 2017.
| Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash payments related to operating lease liabilities(a)(b) | $ | 541 | $ | — | $ | — | |||||
| Interest paid | 661 | 619 | 547 | ||||||||
| Income taxes paid | 16 | 17 | 16 | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| New ROU assets obtained in exchange for operating lease liabilities(b) | 431 | — | — | ||||||||
| Increase in accounts payable for purchases of property and equipment | 2 | 29 | 2 | ||||||||
| Purchase of property and equipment under finance leases and installment land purchases | 33 | 40 | 32 | ||||||||
| Increase in preferred stock dividends accrued but not paid (see note 12) | — | — | 28 |
| (a) | Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved. |
| (b) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The reconciliation of cash, cash equivalents, and restricted cash reported within various lines on the consolidated balance sheet to amounts reported in the consolidated statement of cash flows is shown below.
| As of December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Cash and cash equivalents | $ | 196 | $ | 277 | $ | 314 | |||||
| Restricted cash, current | 137 | 131 | 121 | ||||||||
| Restricted cash reported within long-term prepaid rent and other assets, net | 5 | 5 | 5 | ||||||||
| Cash, cash equivalents and restricted cash | $ | 338 | $ | 413 | $ | 440 |
| 18. | Quarterly Financial Information (Unaudited) |
Quarterly financial information for the years ended December 31, 2019 and 2018 is summarized in the table below. The tables below gives effect to the Historical Adjustments, where applicable, as discussed in note 2.
| Three Months Ended**(a)** | |||||||||||||||
| December 31 | September 30 | June 30 | March 31 | ||||||||||||
| (As Restated) | |||||||||||||||
| 2019: | |||||||||||||||
| Net revenues | $ | 1,426 | $ | 1,482 | $ | 1,447 | $ | 1,408 | |||||||
| Operating income (loss) | 379 | 423 | 389 | 367 | |||||||||||
| Gains (losses) on retirement of long-term obligations | — | — | (1 | ) | (1 | ) | |||||||||
| Benefit (provision) for income taxes | (6 | ) | (5 | ) | (4 | ) | (6 | ) | |||||||
| Net income (loss) attributable to CCIC stockholders | 208 | 242 | 216 | 193 | |||||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Basic | $ | 0.43 | $ | 0.51 | $ | 0.45 | $ | 0.40 | |||||||
| Diluted | $ | 0.43 | $ | 0.51 | $ | 0.45 | $ | 0.40 | |||||||
| Three Months Ended**(a)** | |||||||||||||||
| December 31 | September 30 | June 30 | March 31 | ||||||||||||
| (As Restated) | |||||||||||||||
| 2018: | |||||||||||||||
| Net revenues | $ | 1,406 | $ | 1,361 | $ | 1,319 | $ | 1,284 | |||||||
| Operating income (loss) | 367 | 346 | 335 | 335 | |||||||||||
| Gains (losses) on retirement of long-term obligations | — | (32 | ) | (3 | ) | (71 | ) | ||||||||
| Benefit (provision) for income taxes | (5 | ) | (5 | ) | (5 | ) | (4 | ) | |||||||
| Net income (loss) attributable to CCIC stockholders | 201 | 151 | 170 | 100 | |||||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Basic | $ | 0.42 | $ | 0.30 | $ | 0.34 | $ | 0.18 | |||||||
| Diluted | $ | 0.42 | $ | 0.30 | $ | 0.34 | $ | 0.18 |
| (a) | The sum of quarterly information may not agree to year-to-date information due to rounding. |
Restatement of Previously Issued Quarterly Unaudited Financial Information
The following tables represent the Company’s restatement of previously issued unaudited quarterly financial information for each of the applicable interim periods during the nine months ended September 30, 2019 and twelve months ended December 31, 2018. The amounts previously issued were derived from the Company’s respective Quarterly Reports on Form 10-Q, and, for the fourth quarter of 2018, from its 2018 Annual Report on Form 10-K. As discussed in note 2, the following tables reflect the impact of the Historical Adjustments, where applicable, on each interim period below. 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 millions, except per share amounts)
| September 30, 2019 | June 30, 2019 | March 31, 2019 | |||||||||
| (As Restated) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 182 | $ | 288 | $ | 245 | |||||
| Restricted cash | 138 | 136 | 158 | ||||||||
| Receivables, net | 667 | 591 | 545 | ||||||||
| Prepaid expenses(a) | 99 | 111 | 85 | ||||||||
| Other current assets | 167 | 168 | 160 | ||||||||
| Total current assets | 1,253 | 1,294 | 1,193 | ||||||||
| Deferred site rental receivables | 1,413 | 1,391 | 1,373 | ||||||||
| Property and equipment, net | 14,393 | 14,128 | 13,860 | ||||||||
| Operating lease right-of-use assets(a) | 6,112 | 6,053 | 5,969 | ||||||||
| Goodwill | 10,078 | 10,078 | 10,078 | ||||||||
| Other intangible assets, net(a) | 4,968 | 5,074 | 5,178 | ||||||||
| Long-term prepaid rent and other assets, net(a) | 104 | 106 | 104 | ||||||||
| Total assets | $ | 38,321 | $ | 38,124 | $ | 37,755 | |||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 368 | $ | 337 | $ | 311 | |||||
| Accrued interest | 110 | 166 | 107 | ||||||||
| Deferred revenues | 638 | 607 | 598 | ||||||||
| Other accrued liabilities(a) | 335 | 305 | 262 | ||||||||
| Current maturities of debt and other obligations | 100 | 98 | 96 | ||||||||
| Current portion of operating lease liabilities(a) | 296 | 289 | 287 | ||||||||
| Total current liabilities | 1,847 | 1,802 | 1,661 | ||||||||
| Debt and other long-term obligations | 17,750 | 17,471 | 17,120 | ||||||||
| Operating lease liabilities(a) | 5,480 | 5,427 | 5,338 | ||||||||
| Other long-term liabilities(a) | 2,458 | 2,411 | 2,369 | ||||||||
| Total liabilities | 27,535 | 27,111 | 26,488 | ||||||||
| Commitments and contingencies (see note 14) | |||||||||||
| CCIC stockholders' equity: | |||||||||||
| Common stock, $0.01 par value | 4 | 4 | 4 | ||||||||
| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value | — | — | — | ||||||||
| Additional paid-in capital | 17,829 | 17,801 | 17,769 | ||||||||
| Accumulated other comprehensive income (loss) | (5 | ) | (5 | ) | (5 | ) | |||||
| Dividends/distributions in excess of earnings | (7,042 | ) | (6,787 | ) | (6,501 | ) | |||||
| Total equity | 10,786 | 11,013 | 11,267 | ||||||||
| Total liabilities and equity | $ | 38,321 | $ | 38,124 | $ | 37,755 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| September 30, 2018 | June 30, 2018 | March 31, 2018 | |||||||||
| (As Restated) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 323 | $ | 206 | $ | 220 | |||||
| Restricted cash | 125 | 125 | 120 | ||||||||
| Receivables, net | 471 | 455 | 402 | ||||||||
| Prepaid expenses(a) | 182 | 197 | 175 | ||||||||
| Other current assets | 148 | 181 | 157 | ||||||||
| Total current assets | 1,249 | 1,164 | 1,074 | ||||||||
| Deferred site rental receivables | 1,357 | 1,303 | 1,304 | ||||||||
| Property and equipment, net | 13,410 | 13,195 | 13,028 | ||||||||
| Goodwill | 10,074 | 10,075 | 10,075 | ||||||||
| Other intangible assets, net(a) | 5,620 | 5,729 | 5,854 | ||||||||
| Long-term prepaid rent and other assets, net(a) | 911 | 885 | 892 | ||||||||
| Total assets | $ | 32,621 | $ | 32,351 | $ | 32,227 | |||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 302 | $ | 272 | $ | 248 | |||||
| Accrued interest | 101 | 154 | 104 | ||||||||
| Deferred revenues | 568 | 554 | 539 | ||||||||
| Other accrued liabilities(a) | 306 | 272 | 240 | ||||||||
| Current maturities of debt and other obligations | 111 | 112 | 130 | ||||||||
| Total current liabilities | 1,388 | 1,364 | 1,261 | ||||||||
| Debt and other long-term obligations | 16,313 | 15,844 | 15,616 | ||||||||
| Other long-term liabilities(a) | 3,074 | 3,014 | 2,946 | ||||||||
| Total liabilities | 20,775 | 20,222 | 19,823 | ||||||||
| Commitments and contingencies (see note 14) | |||||||||||
| CCIC stockholders' equity: | |||||||||||
| Common stock, $0.01 par value | 4 | 4 | 4 | ||||||||
| 6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value | — | — | — | ||||||||
| Additional paid-in capital | 17,743 | 17,711 | 17,690 | ||||||||
| Accumulated other comprehensive income (loss) | (5 | ) | (5 | ) | (4 | ) | |||||
| Dividends/distributions in excess of earnings | (5,896 | ) | (5,581 | ) | (5,286 | ) | |||||
| Total equity | 11,846 | 12,129 | 12,404 | ||||||||
| Total liabilities and equity | $ | 32,621 | $ | 32,351 | $ | 32,227 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated balance sheet for each period presented. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals.
| September 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 14,416 | $ | — | $ | (23 | ) | $ | 14,393 | ||||||
| Total assets | 38,344 | — | (23 | ) | 38,321 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 525 | 113 | — | 638 | |||||||||||
| Total current liabilities | 1,734 | 113 | — | 1,847 | |||||||||||
| Other long-term liabilities(a) | 2,055 | 403 | — | 2,458 | |||||||||||
| Total liabilities | 27,019 | 516 | — | 27,535 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (6,503 | ) | (516 | ) | (23 | ) | (7,042 | ) | |||||||
| Total equity | 11,325 | (516 | ) | (23 | ) | 10,786 | |||||||||
| Total liabilities and equity | $ | 38,344 | $ | — | $ | (23 | ) | $ | 38,321 |
| June 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 14,151 | $ | — | $ | (23 | ) | $ | 14,128 | ||||||
| Total assets | 38,147 | — | (23 | ) | 38,124 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 503 | 104 | — | 607 | |||||||||||
| Total current liabilities | 1,698 | 104 | — | 1,802 | |||||||||||
| Other long-term liabilities(a) | 2,028 | 383 | — | 2,411 | |||||||||||
| Total liabilities | 26,624 | 487 | — | 27,111 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (6,277 | ) | (487 | ) | (23 | ) | (6,787 | ) | |||||||
| Total equity | 11,523 | (487 | ) | (23 | ) | 11,013 | |||||||||
| Total liabilities and equity | $ | 38,147 | $ | — | $ | (23 | ) | $ | 38,124 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| March 31, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 13,883 | $ | — | $ | (23 | ) | $ | 13,860 | ||||||
| Total assets | 37,778 | — | (23 | ) | 37,755 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 502 | 96 | — | 598 | |||||||||||
| Total current liabilities | 1,565 | 96 | — | 1,661 | |||||||||||
| Other long-term liabilities(a) | 2,009 | 360 | — | 2,369 | |||||||||||
| Total liabilities | 26,032 | 456 | — | 26,488 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (6,022 | ) | (456 | ) | (23 | ) | (6,501 | ) | |||||||
| Total equity | 11,746 | (456 | ) | (23 | ) | 11,267 | |||||||||
| Total liabilities and equity | $ | 37,778 | $ | — | $ | (23 | ) | $ | 37,755 |
| September 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 13,433 | $ | — | $ | (23 | ) | $ | 13,410 | ||||||
| Total assets | 32,644 | — | (23 | ) | 32,621 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 484 | 84 | — | 568 | |||||||||||
| Total current liabilities | 1,304 | 84 | — | 1,388 | |||||||||||
| Other long-term liabilities(a) | 2,732 | 342 | — | 3,074 | |||||||||||
| Total liabilities | 20,349 | 426 | — | 20,775 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (5,447 | ) | (426 | ) | (23 | ) | (5,896 | ) | |||||||
| Total equity | 12,295 | (426 | ) | (23 | ) | 11,846 | |||||||||
| Total liabilities and equity | $ | 32,644 | $ | — | $ | (23 | ) | $ | 32,621 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| June 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 13,218 | $ | — | $ | (23 | ) | $ | 13,195 | ||||||
| Total assets | 32,374 | — | (23 | ) | 32,351 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 476 | 78 | — | 554 | |||||||||||
| Total current liabilities | 1,286 | 78 | — | 1,364 | |||||||||||
| Other long-term liabilities(a) | 2,678 | 336 | — | 3,014 | |||||||||||
| Total liabilities | 19,808 | 414 | — | 20,222 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (5,144 | ) | (414 | ) | (23 | ) | (5,581 | ) | |||||||
| Total equity | 12,566 | (414 | ) | (23 | ) | 12,129 | |||||||||
| Total liabilities and equity | $ | 32,374 | $ | — | $ | (23 | ) | $ | 32,351 |
| March 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| ASSETS | |||||||||||||||
| Property and equipment, net | $ | 13,051 | $ | — | $ | (23 | ) | $ | 13,028 | ||||||
| Total assets | 32,250 | — | (23 | ) | 32,227 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Deferred revenues | 465 | 74 | — | 539 | |||||||||||
| Total current liabilities | 1,187 | 74 | — | 1,261 | |||||||||||
| Other long-term liabilities(a) | 2,615 | 331 | — | 2,946 | |||||||||||
| Total liabilities | 19,418 | 405 | — | 19,823 | |||||||||||
| CCIC stockholders' equity: | |||||||||||||||
| Dividends/distributions in excess of earnings | (4,858 | ) | (405 | ) | (23 | ) | (5,286 | ) | |||||||
| Total equity | 12,832 | (405 | ) | (23 | ) | 12,404 | |||||||||
| Total liabilities and equity | $ | 32,250 | $ | — | $ | (23 | ) | $ | 32,227 |
| (a) | See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted new lease standard. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Condensed consolidated statement of operations and comprehensive income (loss)
| September 30, 2019 | June 30, 2019 | March 31, 2019 | |||||||||||||||||
| Three Months Ended | Nine Months Ended | Three Months Ended | Six Months Ended | Three Months Ended | |||||||||||||||
| (As Restated) | |||||||||||||||||||
| Net revenues: | |||||||||||||||||||
| Site rental | $ | 1,287 | $ | 3,793 | $ | 1,263 | $ | 2,505 | $ | 1,242 | |||||||||
| Services and other | 195 | 544 | 184 | 350 | 166 | ||||||||||||||
| Net revenues | 1,482 | 4,337 | 1,447 | 2,855 | 1,408 | ||||||||||||||
| Operating expenses: | |||||||||||||||||||
| Costs of operations(a): | |||||||||||||||||||
| Site rental | 369 | 1,095 | 365 | 726 | 361 | ||||||||||||||
| Services and other | 146 | 407 | 137 | 261 | 124 | ||||||||||||||
| Selling, general and administrative | 150 | 457 | 155 | 307 | 152 | ||||||||||||||
| Asset write-down charges | 2 | 13 | 6 | 12 | 6 | ||||||||||||||
| Acquisition and integration costs | 4 | 10 | 2 | 6 | 4 | ||||||||||||||
| Depreciation, amortization and accretion | 388 | 1,175 | 393 | 787 | 394 | ||||||||||||||
| Total operating expenses | 1,059 | 3,157 | 1,058 | 2,099 | 1,041 | ||||||||||||||
| Operating income (loss) | 423 | 1,180 | 389 | 756 | 367 | ||||||||||||||
| Interest expense and amortization of deferred financing costs | (173 | ) | (510 | ) | (169 | ) | (337 | ) | (168 | ) | |||||||||
| Gains (losses) on retirement of long-term obligations | — | (2 | ) | (1 | ) | (2 | ) | (1 | ) | ||||||||||
| Interest income | 2 | 5 | 1 | 3 | 2 | ||||||||||||||
| Other income (expense) | (5 | ) | (6 | ) | — | (1 | ) | (1 | ) | ||||||||||
| Income (loss) before income taxes | 247 | 667 | 220 | 419 | 199 | ||||||||||||||
| Benefit (provision) for income taxes | (5 | ) | (15 | ) | (4 | ) | (10 | ) | (6 | ) | |||||||||
| Net income (loss) attributable to CCIC stockholders | 242 | 652 | 216 | 409 | 193 | ||||||||||||||
| Dividends/distributions on preferred stock | (28 | ) | (85 | ) | (28 | ) | (57 | ) | (28 | ) | |||||||||
| Net income (loss) attributable to CCIC common stockholders | 214 | 567 | 188 | 352 | 165 | ||||||||||||||
| Net income (loss) | 242 | 652 | 216 | 409 | 193 | ||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ||||||||||||||
| Total other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 242 | $ | 652 | $ | 216 | $ | 409 | $ | 193 | |||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.51 | $ | 1.36 | $ | 0.45 | $ | 0.85 | $ | 0.40 | |||||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.51 | $ | 1.36 | $ | 0.45 | $ | 0.84 | $ | 0.40 | |||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||
| Basic | 416 | 416 | 416 | 415 | 415 | ||||||||||||||
| Diluted | 418 | 418 | 418 | 417 | 417 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| December 31, 2018 | September 30, 2018 | June 30, 2018 | March 31, 2018 | ||||||||||||||||||||
| Three Months Ended | Three Months Ended | Nine Months Ended | Three Months Ended | Six Months Ended | Three Months Ended | ||||||||||||||||||
| (As Restated) | |||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Site rental | $ | 1,231 | $ | 1,205 | $ | 3,565 | $ | 1,188 | $ | 2,360 | $ | 1,171 | |||||||||||
| Services and other | 175 | 156 | 399 | 131 | 244 | 113 | |||||||||||||||||
| Net revenues | 1,406 | 1,361 | 3,964 | 1,319 | 2,604 | 1,284 | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Costs of operations(a): | |||||||||||||||||||||||
| Site rental | 353 | 355 | 1,057 | 355 | 702 | 347 | |||||||||||||||||
| Services and other | 135 | 118 | 301 | 98 | 183 | 85 | |||||||||||||||||
| Selling, general and administrative | 145 | 145 | 418 | 138 | 273 | 134 | |||||||||||||||||
| Asset write-down charges | 8 | 8 | 18 | 6 | 9 | 3 | |||||||||||||||||
| Acquisition and integration costs | 9 | 4 | 18 | 8 | 14 | 6 | |||||||||||||||||
| Depreciation, amortization and accretion | 389 | 385 | 1,138 | 379 | 753 | 374 | |||||||||||||||||
| Total operating expenses | 1,039 | 1,015 | 2,950 | 984 | 1,934 | 949 | |||||||||||||||||
| Operating income (loss) | 367 | 346 | 1,014 | 335 | 670 | 335 | |||||||||||||||||
| Interest expense and amortization of deferred financing costs | (164 | ) | (160 | ) | (478 | ) | (158 | ) | (318 | ) | (160 | ) | |||||||||||
| Gains (losses) on retirement of long-term obligations | — | (32 | ) | (106 | ) | (3 | ) | (74 | ) | (71 | ) | ||||||||||||
| Interest income | 2 | 1 | 4 | 1 | 2 | 1 | |||||||||||||||||
| Other income (expense) | 1 | 1 | — | — | (1 | ) | (1 | ) | |||||||||||||||
| Income (loss) before income taxes | 206 | 156 | 434 | 175 | 279 | 104 | |||||||||||||||||
| Benefit (provision) for income taxes | (5 | ) | (5 | ) | (13 | ) | (5 | ) | (9 | ) | (4 | ) | |||||||||||
| Net income (loss) attributable to CCIC stockholders | 201 | 151 | 421 | 170 | 270 | 100 | |||||||||||||||||
| Dividends/distributions on preferred stock | (28 | ) | (28 | ) | (85 | ) | (28 | ) | (57 | ) | (28 | ) | |||||||||||
| Net income (loss) attributable to CCIC common stockholders | 173 | 123 | 336 | 142 | 213 | 72 | |||||||||||||||||
| Net income (loss) | 201 | 151 | 421 | 170 | 270 | 100 | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | (1 | ) | (1 | ) | (1 | ) | — | ||||||||||||||
| Total other comprehensive income (loss) | — | — | (1 | ) | (1 | ) | (1 | ) | — | ||||||||||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 201 | $ | 151 | $ | 420 | $ | 169 | $ | 269 | $ | 100 | |||||||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.42 | $ | 0.30 | $ | 0.81 | $ | 0.34 | $ | 0.52 | $ | 0.18 | |||||||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.42 | $ | 0.30 | $ | 0.81 | $ | 0.34 | $ | 0.52 | $ | 0.18 | |||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 415 | 415 | 413 | 415 | 412 | 409 | |||||||||||||||||
| Diluted | 417 | 416 | 414 | 416 | 413 | 410 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated statement of operations and comprehensive income (loss) for each period presented. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals. The sum of quarterly information may not agree to year-to-date information due to rounding.
| Nine Months Ended September 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 3,718 | $ | 75 | $ | — | $ | 3,793 | |||||||
| Services and other | 700 | (152 | ) | (4 | ) | 544 | |||||||||
| Net revenues | 4,418 | (77 | ) | (4 | ) | 4,337 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 410 | — | (3 | ) | 407 | ||||||||||
| Depreciation, amortization and accretion | 1,176 | — | (1 | ) | 1,175 | ||||||||||
| Total operating expenses | 3,161 | — | (4 | ) | 3,157 | ||||||||||
| Operating income (loss) | 1,257 | (77 | ) | — | 1,180 | ||||||||||
| Income (loss) before income taxes | 744 | (77 | ) | — | 667 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 729 | (77 | ) | — | 652 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 644 | $ | (77 | ) | $ | — | $ | 567 | ||||||
| Net income (loss) | $ | 729 | $ | (77 | ) | $ | — | $ | 652 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 729 | $ | (77 | ) | $ | — | $ | 652 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 1.55 | $ | (0.19 | ) | $ | — | $ | 1.36 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 1.54 | $ | (0.18 | ) | $ | — | $ | 1.36 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Three Months Ended September 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,260 | $ | 27 | $ | — | $ | 1,287 | |||||||
| Services and other | 254 | (57 | ) | (2 | ) | 195 | |||||||||
| Net revenues | 1,514 | (30 | ) | (2 | ) | 1,482 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 147 | — | (1 | ) | 146 | ||||||||||
| Depreciation, amortization and accretion | 389 | — | (1 | ) | 388 | ||||||||||
| Total operating expenses | 1,061 | — | (2 | ) | 1,059 | ||||||||||
| Operating income (loss) | 453 | (30 | ) | — | 423 | ||||||||||
| Income (loss) before income taxes | 277 | (30 | ) | — | 247 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 272 | (30 | ) | — | 242 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 244 | $ | (30 | ) | $ | — | $ | 214 | ||||||
| Net income (loss) | $ | 272 | $ | (30 | ) | $ | — | $ | 242 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 272 | $ | (30 | ) | $ | — | $ | 242 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.59 | $ | (0.08 | ) | $ | — | $ | 0.51 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.58 | $ | (0.07 | ) | $ | — | $ | 0.51 |
| Six Months Ended June 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 2,457 | $ | 48 | $ | — | $ | 2,505 | |||||||
| Services and other | 447 | (95 | ) | (2 | ) | 350 | |||||||||
| Net revenues | 2,904 | (47 | ) | (2 | ) | 2,855 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 263 | — | (2 | ) | 261 | ||||||||||
| Total operating expenses | 2,101 | — | (2 | ) | 2,099 | ||||||||||
| Operating income (loss) | 803 | (47 | ) | — | 756 | ||||||||||
| Income (loss) before income taxes | 466 | (47 | ) | — | 419 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 456 | (47 | ) | — | 409 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 399 | $ | (47 | ) | $ | — | $ | 352 | ||||||
| Net income (loss) | $ | 456 | $ | (47 | ) | $ | — | $ | 409 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 456 | $ | (47 | ) | $ | — | $ | 409 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.96 | $ | (0.11 | ) | $ | — | $ | 0.85 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.95 | $ | (0.11 | ) | $ | — | $ | 0.84 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Three Months Ended June 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,238 | $ | 25 | $ | — | $ | 1,263 | |||||||
| Services and other | 240 | (55 | ) | (1 | ) | 184 | |||||||||
| Net revenues | 1,478 | (30 | ) | (1 | ) | 1,447 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 138 | — | (1 | ) | 137 | ||||||||||
| Total operating expenses | 1,059 | — | (1 | ) | 1,058 | ||||||||||
| Operating income (loss) | 419 | (30 | ) | — | 389 | ||||||||||
| Income (loss) before income taxes | 250 | (30 | ) | — | 220 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 246 | (30 | ) | — | 216 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 218 | $ | (30 | ) | $ | — | $ | 188 | ||||||
| Net income (loss) | $ | 246 | $ | (30 | ) | $ | — | $ | 216 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 246 | $ | (30 | ) | $ | — | $ | 216 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.52 | $ | (0.07 | ) | $ | — | $ | 0.45 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.52 | $ | (0.07 | ) | $ | — | $ | 0.45 |
| Three Months Ended March 31, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,219 | $ | 23 | $ | — | $ | 1,242 | |||||||
| Services and other | 207 | (40 | ) | (1 | ) | 166 | |||||||||
| Net revenues | 1,426 | (17 | ) | (1 | ) | 1,408 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 125 | — | (1 | ) | 124 | ||||||||||
| Total operating expenses | 1,042 | — | (1 | ) | 1,041 | ||||||||||
| Operating income (loss) | 384 | (17 | ) | — | 367 | ||||||||||
| Income (loss) before income taxes | 216 | (17 | ) | — | 199 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 210 | (17 | ) | — | 193 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 182 | $ | (17 | ) | $ | — | $ | 165 | ||||||
| Net income (loss) | $ | 210 | $ | (17 | ) | $ | — | $ | 193 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 210 | $ | (17 | ) | $ | — | $ | 193 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.44 | $ | (0.04 | ) | $ | — | $ | 0.40 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.44 | $ | (0.04 | ) | $ | — | $ | 0.40 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Three Months Ended December 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,209 | $ | 22 | $ | — | $ | 1,231 | |||||||
| Services and other | 210 | (35 | ) | — | 175 | ||||||||||
| Net revenues | 1,419 | (13 | ) | — | 1,406 | ||||||||||
| Operating expenses: | |||||||||||||||
| Depreciation, amortization and accretion | 390 | — | (1 | ) | 389 | ||||||||||
| Total operating expenses | 1,040 | — | (1 | ) | 1,039 | ||||||||||
| Operating income (loss) | 379 | (13 | ) | 1 | 367 | ||||||||||
| Income (loss) before income taxes | 218 | (13 | ) | 1 | 206 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 213 | (13 | ) | 1 | 201 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 185 | $ | (13 | ) | $ | 1 | $ | 173 | ||||||
| Net income (loss) | $ | 213 | $ | (13 | ) | $ | 1 | $ | 201 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 213 | $ | (13 | ) | $ | 1 | $ | 201 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.45 | $ | (0.03 | ) | $ | — | $ | 0.42 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.44 | $ | (0.02 | ) | $ | — | $ | 0.42 |
| Nine Months Ended September 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 3,507 | $ | 58 | $ | — | $ | 3,565 | |||||||
| Services and other | 497 | (93 | ) | (5 | ) | 399 | |||||||||
| Net revenues | 4,004 | (35 | ) | (5 | ) | 3,964 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 304 | — | (3 | ) | 301 | ||||||||||
| Total operating expenses | 2,953 | — | (3 | ) | 2,950 | ||||||||||
| Operating income (loss) | 1,051 | (35 | ) | (2 | ) | 1,014 | |||||||||
| Income (loss) before income taxes | 471 | (35 | ) | (2 | ) | 434 | |||||||||
| Net income (loss) attributable to CCIC stockholders | 458 | (35 | ) | (2 | ) | 421 | |||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 373 | $ | (35 | ) | $ | (2 | ) | $ | 336 | |||||
| Net income (loss) | $ | 458 | $ | (35 | ) | $ | (2 | ) | $ | 421 | |||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 457 | $ | (35 | ) | $ | (2 | ) | $ | 420 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.90 | $ | (0.09 | ) | $ | — | $ | 0.81 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.90 | $ | (0.09 | ) | $ | — | $ | 0.81 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Three Months Ended September 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,184 | $ | 21 | $ | — | $ | 1,205 | |||||||
| Services and other | 191 | (33 | ) | (2 | ) | 156 | |||||||||
| Net revenues | 1,375 | (12 | ) | (2 | ) | 1,361 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 119 | — | (1 | ) | 118 | ||||||||||
| Total operating expenses | 1,016 | — | (1 | ) | 1,015 | ||||||||||
| Operating income (loss) | 359 | (12 | ) | (1 | ) | 346 | |||||||||
| Income (loss) before income taxes | 169 | (12 | ) | (1 | ) | 156 | |||||||||
| Net income (loss) attributable to CCIC stockholders | 164 | (12 | ) | (1 | ) | 151 | |||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 136 | $ | (12 | ) | $ | (1 | ) | $ | 123 | |||||
| Net income (loss) | $ | 164 | $ | (12 | ) | $ | (1 | ) | $ | 151 | |||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 164 | $ | (12 | ) | $ | (1 | ) | $ | 151 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.33 | $ | (0.03 | ) | $ | — | $ | 0.30 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.33 | $ | (0.03 | ) | $ | — | $ | 0.30 |
| Six Months Ended June 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 2,323 | $ | 37 | $ | — | $ | 2,360 | |||||||
| Services and other | 307 | (60 | ) | (3 | ) | 244 | |||||||||
| Net revenues | 2,630 | (23 | ) | (3 | ) | 2,604 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 185 | — | (2 | ) | 183 | ||||||||||
| Total operating expenses | 1,936 | — | (2 | ) | 1,934 | ||||||||||
| Operating income (loss) | 694 | (23 | ) | (1 | ) | 670 | |||||||||
| Income (loss) before income taxes | 303 | (23 | ) | (1 | ) | 279 | |||||||||
| Net income (loss) attributable to CCIC stockholders | 294 | (23 | ) | (1 | ) | 270 | |||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 237 | $ | (23 | ) | $ | (1 | ) | $ | 213 | |||||
| Net income (loss) | $ | 294 | $ | (23 | ) | $ | (1 | ) | $ | 270 | |||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 293 | $ | (23 | ) | $ | (1 | ) | $ | 269 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.58 | $ | (0.06 | ) | $ | — | $ | 0.52 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.57 | $ | (0.05 | ) | $ | — | $ | 0.52 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Three Months Ended June 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,169 | $ | 19 | $ | — | $ | 1,188 | |||||||
| Services and other | 161 | (28 | ) | (2 | ) | 131 | |||||||||
| Net revenues | 1,330 | (9 | ) | (2 | ) | 1,319 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 99 | — | (1 | ) | 98 | ||||||||||
| Total operating expenses | 985 | — | (1 | ) | 984 | ||||||||||
| Operating income (loss) | 345 | (9 | ) | (1 | ) | 335 | |||||||||
| Income (loss) before income taxes | 185 | (9 | ) | (1 | ) | 175 | |||||||||
| Net income (loss) attributable to CCIC stockholders | 180 | (9 | ) | (1 | ) | 170 | |||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 152 | $ | (9 | ) | $ | (1 | ) | $ | 142 | |||||
| Net income (loss) | $ | 180 | $ | (9 | ) | $ | (1 | ) | $ | 170 | |||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 179 | $ | (9 | ) | $ | (1 | ) | $ | 169 | |||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.37 | $ | (0.03 | ) | $ | — | $ | 0.34 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.36 | $ | (0.02 | ) | $ | — | $ | 0.34 |
| Three Months Ended March 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Net revenues: | |||||||||||||||
| Site rental | $ | 1,153 | $ | 18 | $ | — | $ | 1,171 | |||||||
| Services and other | 146 | (32 | ) | (1 | ) | 113 | |||||||||
| Net revenues | 1,299 | (14 | ) | (1 | ) | 1,284 | |||||||||
| Operating expenses: | |||||||||||||||
| Costs of operations(a): | |||||||||||||||
| Services and other | 86 | — | (1 | ) | 85 | ||||||||||
| Total operating expenses | 950 | — | (1 | ) | 949 | ||||||||||
| Operating income (loss) | 349 | (14 | ) | — | 335 | ||||||||||
| Income (loss) before income taxes | 118 | (14 | ) | — | 104 | ||||||||||
| Net income (loss) attributable to CCIC stockholders | 114 | (14 | ) | — | 100 | ||||||||||
| Net income (loss) attributable to CCIC common stockholders | $ | 86 | $ | (14 | ) | $ | — | $ | 72 | ||||||
| Net income (loss) | $ | 114 | $ | (14 | ) | $ | — | $ | 100 | ||||||
| Comprehensive income (loss) attributable to CCIC stockholders | $ | 114 | $ | (14 | ) | $ | — | $ | 100 | ||||||
| Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
| Net income (loss) attributable to CCIC common stockholders - basic | $ | 0.21 | $ | (0.03 | ) | $ | — | $ | 0.18 | ||||||
| Net income (loss) attributable to CCIC common stockholders - diluted | $ | 0.21 | $ | (0.03 | ) | $ | — | $ | 0.18 |
| (a) | Exclusive of depreciation, amortization and accretion shown separately. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
Consolidated Statement of Cash Flows
| September 30, 2019 | June 30, 2019 | March 31, 2019 | |||||||||
| Nine Months Ended | Six Months Ended | Three Months Ended | |||||||||
| (As Restated) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 652 | $ | 409 | $ | 193 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation, amortization and accretion | 1,175 | 787 | 394 | ||||||||
| (Gains) losses on retirement of long-term obligations | 2 | 2 | 1 | ||||||||
| Amortization of deferred financing costs and other non-cash interest | 1 | 1 | 1 | ||||||||
| Stock-based compensation expense | 91 | 62 | 29 | ||||||||
| Asset write-down charges | 13 | 12 | 6 | ||||||||
| Deferred income tax (benefit) provision | 2 | 1 | 1 | ||||||||
| Other non-cash adjustments, net | 4 | 3 | 2 | ||||||||
| Changes in assets and liabilities, excluding the effects of acquisitions: | |||||||||||
| Increase (decrease) in accrued interest | (38 | ) | 18 | (41 | ) | ||||||
| Increase (decrease) in accounts payable | 37 | 6 | (5 | ) | |||||||
| Increase (decrease) in other liabilities | 179 | 77 | (7 | ) | |||||||
| Decrease (increase) in receivables | (166 | ) | (89 | ) | (43 | ) | |||||
| Decrease (increase) in other assets | (62 | ) | (62 | ) | (19 | ) | |||||
| Net cash provided by (used for) operating activities | 1,890 | 1,227 | 512 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (1,537 | ) | (998 | ) | (480 | ) | |||||
| Payments for acquisitions, net of cash acquired | (15 | ) | (13 | ) | (10 | ) | |||||
| Other investing activities, net | 3 | 1 | 1 | ||||||||
| Net cash provided by (used for) investing activities | (1,549 | ) | (1,010 | ) | (489 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | 1,895 | 995 | 996 | ||||||||
| Principal payments on debt and other long-term obligations | (59 | ) | (36 | ) | (25 | ) | |||||
| Purchases and redemptions of long-term debt | (12 | ) | (12 | ) | (12 | ) | |||||
| Borrowings under revolving credit facility | 1,585 | 1,195 | 710 | ||||||||
| Payments under revolving credit facility | (2,270 | ) | (1,785 | ) | (1,140 | ) | |||||
| Net issuances (repayments) under commercial paper program | — | 500 | — | ||||||||
| Payments for financing costs | (24 | ) | (14 | ) | (10 | ) | |||||
| Purchases of common stock | (44 | ) | (43 | ) | (42 | ) | |||||
| Dividends/distributions paid on common stock | (1,415 | ) | (944 | ) | (477 | ) | |||||
| Dividends/distributions paid on preferred stock | (85 | ) | (57 | ) | (28 | ) | |||||
| Net cash provided by (used for) financing activities | (429 | ) | (201 | ) | (28 | ) | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (88 | ) | 16 | (5 | ) | ||||||
| Effect of exchange rate changes on cash | — | — | — | ||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 413 | 413 | 413 | ||||||||
| Cash, cash equivalents, and restricted cash at end of period | 325 | 429 | 408 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| September 30, 2018 | June 30, 2018 | March 31, 2018 | |||||||||
| Nine Months Ended | Six Months Ended | Three Months Ended | |||||||||
| (As Restated) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 421 | $ | 270 | $ | 100 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation, amortization and accretion | 1,138 | 753 | 374 | ||||||||
| (Gains) losses on retirement of long-term obligations | 106 | 74 | 71 | ||||||||
| Amortization of deferred financing costs and other non-cash interest | 5 | 4 | 2 | ||||||||
| Stock-based compensation expense | 79 | 47 | 23 | ||||||||
| Asset write-down charges | 18 | 9 | 3 | ||||||||
| Deferred income tax (benefit) provision | 2 | 1 | 1 | ||||||||
| Other non-cash adjustments, net | 2 | 1 | 2 | ||||||||
| Changes in assets and liabilities, excluding the effects of acquisitions: | |||||||||||
| Increase (decrease) in accrued interest | (31 | ) | 22 | (28 | ) | ||||||
| Increase (decrease) in accounts payable | 31 | 3 | (5 | ) | |||||||
| Increase (decrease) in other liabilities | 179 | 76 | (43 | ) | |||||||
| Decrease (increase) in receivables | (74 | ) | (59 | ) | (5 | ) | |||||
| Decrease (increase) in other assets | (103 | ) | (91 | ) | (43 | ) | |||||
| Net cash provided by (used for) operating activities | 1,773 | 1,110 | 452 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (1,239 | ) | (762 | ) | (370 | ) | |||||
| Payments for acquisitions, net of cash acquired | (26 | ) | (18 | ) | (14 | ) | |||||
| Other investing activities, net | (14 | ) | 3 | — | |||||||
| Net cash provided by (used for) investing activities | (1,279 | ) | (777 | ) | (384 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | 2,743 | 1,743 | 1,743 | ||||||||
| Principal payments on debt and other long-term obligations | (76 | ) | (47 | ) | (32 | ) | |||||
| Purchases and redemptions of long-term debt | (2,346 | ) | (1,318 | ) | (1,318 | ) | |||||
| Borrowings under revolving credit facility | 1,290 | 485 | 170 | ||||||||
| Payments under revolving credit facility | (1,465 | ) | (1,150 | ) | (1,050 | ) | |||||
| Payments for financing costs | (33 | ) | (20 | ) | (15 | ) | |||||
| Net proceeds from issuance of common stock | 841 | 841 | 843 | ||||||||
| Purchases of common stock | (34 | ) | (34 | ) | (33 | ) | |||||
| Dividends/distributions paid on common stock | (1,315 | ) | (879 | ) | (443 | ) | |||||
| Dividends/distributions paid on preferred stock | (85 | ) | (57 | ) | (28 | ) | |||||
| Net cash provided by (used for) financing activities | (480 | ) | (436 | ) | (163 | ) | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 14 | (103 | ) | (95 | ) | ||||||
| Effect of exchange rate changes on cash | (1 | ) | (1 | ) | — | ||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 440 | 440 | 440 | ||||||||
| Cash, cash equivalents, and restricted cash at end of period | 453 | 336 | 345 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated statement of cash flows for each period. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals.
| Nine Months Ended September 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 729 | $ | (77 | ) | $ | — | $ | 652 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Depreciation, amortization and accretion | 1,176 | — | (1 | ) | 1,175 | ||||||||||
| Increase (decrease) in other liabilities | 102 | 77 | — | 179 | |||||||||||
| Net cash provided by (used for) operating activities | 1,891 | — | (1 | ) | 1,890 | ||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Capital expenditures | (1,538 | ) | — | 1 | (1,537 | ) | |||||||||
| Net cash provided by (used for) investing activities | (1,550 | ) | — | 1 | (1,549 | ) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (88 | ) | — | — | (88 | ) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 413 | — | — | 413 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 325 | $ | — | $ | — | $ | 325 |
| Six Months Ended June 30, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 456 | $ | (47 | ) | $ | — | $ | 409 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Increase (decrease) in other liabilities | 30 | 47 | — | 77 | |||||||||||
| Net cash provided by (used for) operating activities | 1,227 | — | — | 1,227 | |||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 16 | — | — | 16 | |||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 413 | — | — | 413 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 429 | $ | — | $ | — | $ | 429 |
| Three Months Ended March 31, 2019 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 210 | $ | (17 | ) | $ | — | $ | 193 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Increase (decrease) in other liabilities | (24 | ) | 17 | — | (7 | ) | |||||||||
| Net cash provided by (used for) operating activities | 512 | — | — | 512 | |||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (5 | ) | — | — | (5 | ) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 413 | — | — | 413 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 408 | $ | — | $ | — | $ | 408 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| Nine Months Ended September 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 458 | $ | (35 | ) | $ | (2 | ) | $ | 421 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Increase (decrease) in other liabilities | 144 | 35 | — | 179 | |||||||||||
| Net cash provided by (used for) operating activities | 1,775 | — | (2 | ) | 1,773 | ||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Capital expenditures | (1,241 | ) | — | 2 | (1,239 | ) | |||||||||
| Net cash provided by (used for) investing activities | (1,281 | ) | — | 2 | (1,279 | ) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 14 | — | — | 14 | |||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 440 | — | — | 440 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 453 | $ | — | $ | — | $ | 453 |
| Six Months Ended June 30, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 294 | $ | (23 | ) | $ | (1 | ) | $ | 270 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Increase (decrease) in other liabilities | 53 | 23 | — | 76 | |||||||||||
| Net cash provided by (used for) operating activities | 1,111 | — | (1 | ) | 1,110 | ||||||||||
| Cash flows from investing activities: | |||||||||||||||
| Capital expenditures | (763 | ) | — | 1 | (762 | ) | |||||||||
| Net cash provided by (used for) investing activities | (778 | ) | — | 1 | (777 | ) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (103 | ) | — | — | (103 | ) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 440 | — | — | 440 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 336 | $ | — | $ | — | $ | 336 |
| Three Months Ended March 31, 2018 | |||||||||||||||
| As Reported | Restatement Adjustments | Other Adjustments | As Restated | ||||||||||||
| Cash flows from operating activities: | |||||||||||||||
| Net income (loss) | $ | 114 | $ | (14 | ) | $ | — | $ | 100 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||
| Increase (decrease) in other liabilities | (57 | ) | 14 | — | (43 | ) | |||||||||
| Net cash provided by (used for) operating activities | 452 | — | — | 452 | |||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (95 | ) | — | — | (95 | ) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 440 | — | — | 440 | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 345 | $ | — | $ | — | $ | 345 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in millions, except per share amounts)
| 19. | Subsequent Events |
Common Stock Dividend
On February 20, 2020, the Company's board of directors declared a quarterly cash dividend of $1.20 per common share. The quarterly dividend will be payable on March 31, 2020, to common stockholders of record as of March 13, 2020.
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