Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SBA COMMUNICATIONS CORPORATION | |
| By: | /s/ Jeffrey A. Stoops |
| Jeffrey A. Stoops Chief Executive Officer and President | |
| Date: | March 1, 2018 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Steven E. Bernstein | Chairman of the Board of Directors | March 1, 2018 |
| Steven E. Bernstein | ||
| /s/ Jeffrey A. Stoops | Chief Executive Officer and President | March 1, 2018 |
| Jeffrey A. Stoops | (Principal Executive Officer) | |
| /s/ Brendan T. Cavanagh | Chief Financial Officer and Executive Vice President | March 1, 2018 |
| Brendan T. Cavanagh | (Principal Financial Officer) | |
| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | March 1, 2018 |
| Brian D. Lazarus | (Principal Accounting Officer) | |
| /s/ Brian C. Carr | Director | March 1, 2018 |
| Brian C. Carr | ||
| /s/ Mary S. Chan | Director | March 1, 2018 |
| Mary S. Chan | ||
| /s/ Duncan H. Cocroft | Director | March 1, 2018 |
| Duncan H. Cocroft | ||
| /s/ George R. Krouse Jr. | Director | March 1, 2018 |
| George R. Krouse Jr. | ||
| /s/ Jack Langer | Director | March 1, 2018 |
| Jack Langer | ||
| /s/ Kevin L. Beebe | Director | March 1, 2018 |
| Kevin L. Beebe |
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Report of Independent Registered Certified Public Accounting Firm
To the Shareholders and the Board of Directors of SBA Communications Corporation and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ Ernst & Young LLP |
| We have served as the Company’s auditor since 2002 |
Boca Raton, Florida
March 1, 2018
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
| December 31, | December 31, | |||||
| 2017 | 2016 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 68,783 | $ | 146,109 | ||
| Restricted cash | 32,924 | 36,786 | ||||
| Accounts receivable, net | 90,673 | 78,344 | ||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | 17,437 | 11,127 | ||||
| Prepaid expenses and other current assets | 49,716 | 52,205 | ||||
| Total current assets | 259,533 | 324,571 | ||||
| Property and equipment, net | 2,812,346 | 2,792,076 | ||||
| Intangible assets, net | 3,598,131 | 3,656,924 | ||||
| Other assets | 650,195 | 587,374 | ||||
| Total assets | $ | 7,320,205 | $ | 7,360,945 | ||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 33,334 | $ | 28,320 | ||
| Accrued expenses | 69,862 | 61,129 | ||||
| Current maturities of long-term debt | 20,000 | 627,157 | ||||
| Deferred revenue | 97,969 | 101,098 | ||||
| Accrued interest | 48,899 | 44,503 | ||||
| Other current liabilities | 8,841 | 11,240 | ||||
| Total current liabilities | 278,905 | 873,447 | ||||
| Long-term liabilities: | ||||||
| Long-term debt, net | 9,290,686 | 8,148,426 | ||||
| Other long-term liabilities | 349,728 | 334,993 | ||||
| Total long-term liabilities | 9,640,414 | 8,483,419 | ||||
| Shareholders' deficit: | ||||||
| Preferred stock - par value $.01, 30,000 shares authorized, no shares issued or outst. | — | — | ||||
| Common stock - Class A, par value $.01, 400,000 shares authorized, 116,446 | ||||||
| and 121,004 shares issued and outstanding at December 31, 2017 | ||||||
| and December 31, 2016, respectively | 1,164 | 1,210 | ||||
| Additional paid-in capital | 2,167,470 | 2,010,520 | ||||
| Accumulated deficit | (4,388,288) | (3,637,467) | ||||
| Accumulated other comprehensive loss, net | (379,460) | (370,184) | ||||
| Total shareholders' deficit | (2,599,114) | (1,995,921) | ||||
| Total liabilities and shareholders' deficit | $ | 7,320,205 | $ | 7,360,945 |
The accompanying notes are an integral part of these consolidated financial statements.
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Revenues: | |||||||||
| Site leasing | $ | 1,623,173 | $ | 1,538,070 | $ | 1,480,634 | |||
| Site development | 104,501 | 95,055 | 157,840 | ||||||
| Total revenues | 1,727,674 | 1,633,125 | 1,638,474 | ||||||
| Operating expenses: | |||||||||
| Cost of revenues (exclusive of depreciation, accretion, and | |||||||||
| amortization shown below): | |||||||||
| Cost of site leasing | 359,527 | 342,215 | 324,655 | ||||||
| Cost of site development | 86,785 | 78,682 | 119,744 | ||||||
| Selling, general, and administrative | 130,697 | 143,349 | 114,951 | ||||||
| Acquisition related adjustments and expenses | 12,367 | 13,140 | 11,864 | ||||||
| Asset impairment and decommission costs | 36,697 | 30,242 | 94,783 | ||||||
| Depreciation, accretion, and amortization | 643,100 | 638,189 | 660,021 | ||||||
| Total operating expenses | 1,269,173 | 1,245,817 | 1,326,018 | ||||||
| Operating income | 458,501 | 387,308 | 312,456 | ||||||
| Other income (expense): | |||||||||
| Interest income | 11,337 | 10,928 | 3,894 | ||||||
| Interest expense | (323,749) | (329,171) | (322,366) | ||||||
| Non-cash interest expense | (2,879) | (2,203) | (1,505) | ||||||
| Amortization of deferred financing fees | (21,940) | (21,136) | (19,154) | ||||||
| Loss from extinguishment of debt, net | (1,961) | (52,701) | (783) | ||||||
| Other income (expense), net | (2,418) | 94,278 | (139,137) | ||||||
| Total other expense, net | (341,610) | (300,005) | (479,051) | ||||||
| Income (loss) before provision for income taxes | 116,891 | 87,303 | (166,595) | ||||||
| Provision for income taxes | (13,237) | (11,065) | (9,061) | ||||||
| Net income (loss) | $ | 103,654 | $ | 76,238 | $ | (175,656) | |||
| Net income (loss) per common share: | |||||||||
| Basic | $ | 0.86 | $ | 0.61 | $ | (1.37) | |||
| Diluted | $ | 0.86 | $ | 0.61 | $ | (1.37) | |||
| Weighted average common shares outstanding: | |||||||||
| Basic | 119,860 | 124,448 | 127,794 | ||||||
| Diluted | 121,022 | 125,144 | 127,794 |
The accompanying notes are an integral part of these consolidated financial statements.
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Net income (loss) | $ | 103,654 | $ | 76,238 | $ | (175,656) | |||
| Foreign currency translation adjustments | (9,276) | 131,861 | (319,559) | ||||||
| Comprehensive income (loss) | $ | 94,378 | $ | 208,099 | $ | (495,215) |
The accompanying notes are an integral part of these consolidated financial statements.
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(in thousands)
| Accumulated | |||||||||||||||||
| Class A | Additional | Other | |||||||||||||||
| Common Stock | Paid-In | Accumulated | Comprehensive | ||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Total | ||||||||||||
| BALANCE, December 31, 2014 | 129,134 | $ | 1,291 | $ | 2,062,775 | $ | (2,542,380) | $ | (182,486) | $ | (660,800) | ||||||
| Net loss | — | — | — | (175,656) | — | (175,656) | |||||||||||
| Common stock issued in connection with | |||||||||||||||||
| stock purchase/option plans | 591 | 6 | 21,604 | — | — | 21,610 | |||||||||||
| Non-cash stock compensation | — | — | 29,208 | — | — | 29,208 | |||||||||||
| Settlement of common stock warrants | — | — | (150,874) | — | — | (150,874) | |||||||||||
| Repurchase and retirement of common stock | (3,982) | (40) | — | (450,033) | — | (450,073) | |||||||||||
| Foreign currency translation adjustments | — | — | — | — | (319,559) | (319,559) | |||||||||||
| BALANCE, December 31, 2015 | 125,743 | 1,257 | 1,962,713 | (3,168,069) | (502,045) | (1,706,144) | |||||||||||
| Net income | — | — | — | 76,238 | — | 76,238 | |||||||||||
| Common stock issued in connection with | |||||||||||||||||
| stock purchase/option plans | 602 | 6 | 14,404 | — | — | 14,410 | |||||||||||
| Non-cash stock compensation | — | — | 33,403 | — | — | 33,403 | |||||||||||
| Repurchase and retirement of common stock | (5,341) | (53) | — | (545,636) | — | (545,689) | |||||||||||
| Foreign currency translation adjustments | — | — | — | — | 131,861 | 131,861 | |||||||||||
| BALANCE, December 31, 2016 | 121,004 | 1,210 | 2,010,520 | (3,637,467) | (370,184) | (1,995,921) | |||||||||||
| Net income | — | — | — | 103,654 | — | 103,654 | |||||||||||
| Common stock issued in connection with | |||||||||||||||||
| stock purchase/option plans | 812 | 8 | 54,798 | — | — | 54,806 | |||||||||||
| Non-cash stock compensation | — | — | 38,844 | — | — | 38,844 | |||||||||||
| Common stock issued in connection with | |||||||||||||||||
| acquisitions | 488 | 5 | 63,308 | — | — | 63,313 | |||||||||||
| Repurchase and retirement of common stock | (5,858) | (59) | — | (854,475) | — | (854,534) | |||||||||||
| Foreign currency translation adjustments | — | — | — | — | (9,276) | (9,276) | |||||||||||
| BALANCE, December 31, 2017 | 116,446 | $ | 1,164 | $ | 2,167,470 | $ | (4,388,288) | $ | (379,460) | $ | (2,599,114) |
The accompanying notes are an integral part of these consolidated financial statements
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Net income (loss) | $ | 103,654 | $ | 76,238 | $ | (175,656) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
| Depreciation, accretion, and amortization | 643,100 | 638,189 | 660,021 | ||||||
| Non-cash asset impairment and decommission costs | 32,423 | 25,693 | 89,406 | ||||||
| Non-cash compensation expense | 38,249 | 32,915 | 28,747 | ||||||
| Amortization of deferred financing fees | 21,940 | 21,136 | 19,154 | ||||||
| (Gain) loss on remeasurement of U.S. denominated intercompany loan | 8,754 | (90,030) | 178,854 | ||||||
| Gain on sale of cost method investments | — | — | (38,326) | ||||||
| Loss from extinguishment of debt, net | 1,961 | 52,701 | 783 | ||||||
| Provision for doubtful accounts | 2,909 | 22,516 | 896 | ||||||
| Other non-cash items reflected in the Statements of Operations | (4,850) | (1,225) | (5,255) | ||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||
| AR and costs and est. earnings in excess of billings on uncompleted contracts, net | (20,893) | (7,270) | 15,975 | ||||||
| Prepaid expenses and other assets | (16,888) | (40,289) | (62,934) | ||||||
| Accounts payable and accrued expenses | 3,555 | (10,516) | 7,366 | ||||||
| Other liabilities | 4,556 | 22,467 | 3,999 | ||||||
| Net cash provided by operating activities | 818,470 | 742,525 | 723,030 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Acquisitions | (441,547) | (276,835) | (609,530) | ||||||
| Capital expenditures | (147,044) | (139,982) | (208,707) | ||||||
| Proceeds from sale of investments | 231 | 712 | 89,728 | ||||||
| Other investing activities | (16,747) | (12,130) | (8,556) | ||||||
| Net cash used in investing activities | (605,107) | (428,235) | (737,065) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Borrowings under Revolving Credit Facility | 525,000 | 580,000 | 770,000 | ||||||
| Repayments under Revolving Credit Facility | (875,000) | (190,000) | (895,000) | ||||||
| Repayment of Term Loans | (20,000) | (20,000) | (190,000) | ||||||
| Proceeds from issuance of Term Loans, net of fees | — | — | 489,884 | ||||||
| Payments for settlement of common stock warrants | — | — | (150,874) | ||||||
| Payment for the redemption of 5.625% Senior Notes | — | (514,065) | — | ||||||
| Payment for the redemption of 5.75% Senior Notes | — | (825,795) | — | ||||||
| Proceeds from issuance of Senior Notes, net of fees | 741,108 | 1,078,123 | — | ||||||
| Proceeds from issuance of Tower Securities, net of fees | 749,764 | 690,475 | 489,100 | ||||||
| Repayment of Tower Securities | (610,000) | (550,000) | — | ||||||
| Repurchase and retirement of common stock, inclusive of fees | (854,534) | (545,689) | (450,073) | ||||||
| Other financing activities | 49,088 | 8,394 | 12,714 | ||||||
| Net cash provided by (used in) financing activities | (294,574) | (288,557) | 75,751 | ||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (464) | 13,618 | (12,993) | ||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (81,675) | 39,351 | 48,723 | ||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | |||||||||
| Beginning of year | 185,970 | 146,619 | 97,896 | ||||||
| End of year | $ | 104,295 | $ | 185,970 | $ | 146,619 |
(continued)
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||
| Cash paid during the period for: | |||||||||
| Interest | $ | 319,562 | $ | 338,409 | $ | 322,396 | |||
| Income taxes | $ | 14,653 | $ | 9,655 | $ | 9,431 | |||
| SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH | |||||||||
| ACTIVITIES: | |||||||||
| Assets acquired through capital leases | $ | 254 | $ | 1,386 | $ | 2,627 | |||
| Common stock issued in connection with acquisitions | $ | 63,313 | $ | — | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.GENERAL
SBA Communications Corporation (the “Company” or “SBAC”) was incorporated in the State of Florida in March 1997. The Company is a holding company that holds all of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”). Telecommunications is a holding company that holds the outstanding capital stock of SBA Senior Finance, LLC (“SBA Senior Finance”), and other operating subsidiaries which are not a party to any loan agreement. SBA Senior Finance is a holding company that holds, directly or indirectly, the equity interest in certain subsidiaries that issued the Tower Securities (see Note 12) and certain subsidiaries that were not involved in the issuance of the Tower Securities. With respect to the subsidiaries involved in the issuance of the Tower Securities, SBA Senior Finance is the sole member of SBA Holdings, LLC and SBA Depositor, LLC. SBA Holdings, LLC is the sole member of SBA Guarantor, LLC. SBA Guarantor, LLC directly or indirectly holds all of the capital stock of the companies referred to as the “Borrowers” under the Tower Securities. With respect to subsidiaries not involved in the issuance of the Tower Securities, SBA Senior Finance holds all of the membership interests in SBA Senior Finance II, LLC (“SBA Senior Finance II”) and certain non-operating subsidiaries. SBA Senior Finance II holds, directly or indirectly, all the capital stock of certain international subsidiaries and certain other tower companies (known as “Tower Companies”). SBA Senior Finance II also holds, directly or indirectly, all the capital stock and/or membership interests of certain other subsidiaries involved in providing services, including SBA Network Services, LLC (“Network Services”) as well as SBA Network Management, Inc. (“Network Management”) which manages and administers the operations of the Borrowers.
As of December 31, 2017, the Company owned and operated wireless towers in the United States and its territories. In addition, the Company owned towers in Argentina, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Nicaragua, Panama, and Peru. Space on these towers is leased primarily to wireless service providers. As of December 31, 2017, the Company owned and operated 27,909 towers of which 15,979 are domestic and 11,930 are international.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements is as follows:
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the Company and its majority and wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s construction contracts, stock-based compensation assumptions, valuation allowance related to deferred tax assets, fair value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, fair value of investments and asset retirement obligations. Management develops estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the information available. These estimates ultimately may differ from actual results and such differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of cash in banks, money market funds, commercial paper, highly liquid short-term investments, and other marketable securities with an original maturity of three months or less at the time of purchase. These investments are carried at cost, which approximates fair value.
Restricted Cash
The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the Tower Securities as well as for payment and
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performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business, as well as collateral associated with workers’ compensation plans (see Note 4).
Investments
Investment securities with original maturities of more than three months but less than one year at time of purchase are considered short-term investments. The Company’s short-term investments primarily consist of certificates of deposit with maturities of less than a year. Investment securities with maturities of more than a year are considered long-term investments and are classified in other assets on the accompanying Consolidated Balance Sheets. Long-term investments primarily consist of U.S. Treasuries, mutual funds, and preferred securities. Gross purchases and sales of the Company’s investments are presented within “Cash flows from investing activities” on the Company’s Consolidated Statements of Cash Flows.
The Company accounts for its investments in privately held companies under the cost and equity method. The Company evaluates its investments for impairment at least annually. The Company determines the fair value of its investments by considering available evidence, including general market conditions, the investee’s financial condition, near-term prospects, market comparables and subsequent rounds of financing. The Company measures and records its investments at fair value when they are deemed to be other-than-temporarily impaired. The Company did not recognize any impairment loss associated with its investments during the years ended December 31, 2017, 2016, and 2015.
During the years ended December 31, 2017 and 2016, the Company received proceeds related to the sale or maturity of investments of $0.2 million and $0.7 million, respectively. During the year ended December 31, 2017 and 2016, no gain or loss was recorded related to the sale or maturity of investments. The proceeds are reflected in Net cash used in investing activities on the Consolidated Statements of Cash Flows, and the related gain or loss on sale or maturity is reflected in Other income (expense), net in the accompanying Consolidated Statement of Operations. The aggregate carrying value of the Company’s investments was approximately $8.6 million and $8.1 million as of December 31, 2017 and 2016, respectively, and is classified within short-term investments and other assets on the Company’s consolidated balance sheets.
Property and Equipment
Property and equipment are recorded at cost or at estimated fair value (in the case of acquired properties), adjusted for asset impairment and estimated asset retirement obligations. Costs for self-constructed towers include direct materials and labor, indirect costs and capitalized interest. Approximately $1.1 million, $1.0 million, and $0.8 million of interest cost was capitalized in 2017, 2016 and 2015, respectively.
Depreciation on towers and related components is provided using the straight-line method over the estimated useful lives, not to exceed the minimum lease term of the underlying ground lease. The Company defines the minimum lease term as the shorter of the period from lease inception through the end of the term of all tenant lease obligations in existence at ground lease inception, including renewal periods, or the ground lease term, including renewal periods. If no tenant lease obligation exists at the date of ground lease inception, the initial term of the ground lease is considered the minimum lease term. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the minimum lease term of the lease. For all other property and equipment, depreciation is provided using the straight-line method over the estimated useful lives.
The Company performs ongoing evaluations of the estimated useful lives of its property and equipment for depreciation purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to be rendered by the asset. If the useful lives of assets are reduced, depreciation may be accelerated in future years. Property and equipment under capital leases are amortized on a straight-line basis over the term of the lease or the remaining estimated life of the leased property, whichever is shorter, and the related amortization is included in depreciation expense. Expenditures for maintenance and repair are expensed as incurred.
Asset classes and related estimated useful lives are as follows:
| Towers and related components | 3 - 15 years |
| Furniture, equipment and vehicles | 2 - 7 years |
| Buildings and improvements | 10 - 30 years |
Betterments, improvements, and significant repairs, which increase the value or extend the life of an asset, are capitalized and depreciated over the estimated useful life of the respective asset. Changes in an asset’s estimated useful life are accounted for
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prospectively, with the book value of the asset at the time of the change being depreciated over the revised remaining useful life. There has been no material impact for changes in estimated useful lives for any years presented.
Deferred Financing Fees
Financing fees related to the issuance of debt have been deferred and are being amortized using the effective interest rate method over the expected duration of the related indebtedness (see Note 12). For all of the Company’s debt, except for the Revolving Credit Facility where the debt issuance costs are being presented as an asset on the accompanying Consolidated Balance Sheet, debt issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset.
Deferred Lease Costs
The Company defers certain initial direct costs associated with the origination of tenant leases and lease amendments and amortizes these costs over the initial lease term or over the lease term remaining if related to a lease amendment. Such deferred costs were approximately $11.0 million, $10.2 million, and $10.9 million in 2017, 2016, and 2015, respectively. Amortization expense was $13.1 million, $11.3 million, and $9.0 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in cost of site leasing on the accompanying Consolidated Statements of Operations. As of December 31, 2017 and 2016, unamortized deferred lease costs were $27.7 million and $29.7 million, respectively, and are included in other assets on the accompanying Consolidated Balance Sheets.
Intangible Assets
The Company classifies as intangible assets the fair value of current leases in place at the acquisition date of towers and related assets (referred to as the “Current contract intangibles”), and the fair value of future tenant leases anticipated to be added to the acquired towers (referred to as the “Network location intangibles”). These intangibles are estimated to have a useful life consistent with the useful life of the related tower assets, which is typically 15 years. For all intangible assets, amortization is provided using the straight-line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the asset.
Impairment of Long-Lived Assets
The Company evaluates its individual long-lived and related assets with finite lives for indicators of impairment to determine when an impairment analysis should be performed. The Company evaluates its tower assets and Current contract intangibles at the tower level, which is the lowest level for which identifiable cash flows exists. The Company evaluates its Network location intangibles for impairment at the tower leasing business level whenever indicators of impairment are present. The Company has established a policy to at least annually evaluate its tower assets and Current contract intangibles for impairment.
The Company records an impairment charge when the Company believes an investment in towers or related assets has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower and related intangible. If the future undiscounted cash flows are lower than the carrying value of the investment in the tower and related intangible, the Company calculates future discounted cash flows and compares those amounts to the carrying value. The Company records an impairment charge for any amounts lower than the carrying value. Estimates and assumptions inherent in the impairment evaluation include, but are not limited to, general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. In addition, the Company makes certain assumptions in determining an asset’s fair value for the purpose of calculating the amount of an impairment charge.
The Company recognized impairment charges of $36.7 million, $30.2 million, and $94.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. Refer to Note 3 for further detail of these amounts.
F-10
Fair Value Measurements
The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:
| Level 1 | Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Revenue Recognition
Revenue from site leasing is recorded monthly and recognized on a straight-line basis over the current term of the related lease agreements, which are generally five to ten years. Receivables recorded related to the straight-lining of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets.
Site development projects in which the Company performs consulting services include contracts on a time and materials basis or a fixed price basis. Time and materials based contracts are billed at contractual rates and revenue is recognized as the services are rendered. For those site development contracts in which the Company performs work on a fixed price basis, site development billing (and revenue recognition) is based on the completion of agreed upon phases of the project on a per site basis. Upon the completion of each phase on a per site basis, the Company recognizes the revenue related to that phase. Site development projects generally take from 3 to 12 months to complete. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.
Revenue from construction projects is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. The asset “costs and estimated earnings in excess of billings on uncompleted contracts” represents costs incurred and revenues recognized in excess of amounts billed. The liability “billings in excess of costs and estimated earnings on uncompleted contracts,” included within other current liabilities on the Company’s Consolidated Balance Sheets, represents billings in excess of costs incurred and revenues recognized. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.
Allowance for Doubtful Accounts
The Company performs periodic credit evaluations of its customers. The Company monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable.
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The following is a rollforward of the allowance for doubtful accounts:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Beginning balance | $ | 24,518 | $ | 1,681 | $ | 889 | |||
| Provision for doubtful accounts | 2,909 | 22,516 | 896 | ||||||
| Write-offs, net of recoveries | (647) | (614) | (72) | ||||||
| Currency translation adjustment | (299) | 935 | (32) | ||||||
| Ending balance | $ | 26,481 | $ | 24,518 | $ | 1,681 |
On June 20, 2016, Oi, S.A. (“Oi”), the Company’s largest customer in Brazil, filed a petition for judicial reorganization in Brazil. Prior to the filing of the reorganization petition, Oi was current in all payment obligations to the Company. These obligations related to periods ending on or before April 30, 2016. As a result of the relief provisions available in a judicial reorganization proceeding, obligations of Oi to the Company arising from the periods from May 1, 2016 to June 20, 2016 remain unpaid. Due to the uncertainty surrounding the recoverability of amounts owed by Oi relating to services provided prior to the date of Oi’s petition, the Company has recorded a $16.5 million bad debt provision (the “Oi reserve”) which covers amounts owed or potentially owed by Oi as of the filing date. Under Brazilian law governing judicial reorganizations, the contracts governing post-petition obligations such as tower rents remain unchanged, and debtors do not have the ability to reject or terminate the contracts other than pursuant to their original terms. Since the filing, the Company has received all rental payments due in connection with obligations of Oi accruing post-petition. The Oi reserve was recorded in Selling, general, and administrative expense on the consolidated statement of operations for the year ended December 31, 2016. On January 8, 2018, Oi’s reorganization plan was approved by the Brazilian courts and Oi is expected to fully resolve all its pre-petition obligations in accordance with the terms of the plan.
Cost of Revenue
Cost of site leasing revenue includes ground lease rent, property taxes, amortization of deferred lease costs, maintenance and other tower operating expenses. All ground lease rental obligations due to be paid out over the lease term, including fixed escalations, are recorded on a straight-line basis over the minimum lease term. Liabilities recorded related to the straight-lining of ground leases are reflected in other long-term liabilities on the Consolidated Balance Sheets. Cost of site development revenue includes the cost of materials, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development projects are recognized as incurred.
Income Taxes
The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. The Company considers many factors when assessing the likelihood of future realization, including the Company's recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available, the carryforward periods available to the Company for tax reporting purposes and other relevant factors.
The Company began operating as a REIT for federal income tax purposes effective January 1, 2016. As a REIT, the Company generally is not subject to corporate level federal income tax on taxable income it distributes to its stockholders as long as it meets the organizational and operational requirements under the REIT rules. However, certain subsidiaries have made an election with the IRS to be treated as a taxable REIT subsidiary (“TRS”) in conjunction with the Company's REIT election. The TRS elections permit SBA to engage in certain business activities in which the REIT may not engage directly, so long as these activities are conducted in entities that elect to be treated as TRSs under the Internal Revenue Code. A TRS is subject to federal and state income taxes on the income from these activities. Additionally, the Company has included in TRSs the Company’s tower operations in most foreign jurisdictions; however, the REIT holds selected tower assets in Puerto Rico and USVI. Those operations will continue to be subject to foreign taxes in the jurisdiction in which such assets and operations are located regardless of whether they are included in a TRS.
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The Company will continue to file separate federal tax returns for the REIT and TRS for the year ended December 31, 2017. The REIT had taxable income and utilized net operating losses (“NOLs”) to offset its distribution requirement. The TRS generated a NOL which will be carried forward to use in future years. The NOLs generated by the TRS are fully reserved by a valuation allowance.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company has not identified any tax exposures that require a reserve. To the extent that the Company records unrecognized tax exposures, any related interest and penalties will be recognized as interest expense in the Company’s Consolidated Statements of Operations.
Stock-Based Compensation
The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock units and employee stock purchases under employee stock purchase plans. The Company records compensation expense, for stock options and restricted stock units on a straight-line basis over the vesting period. Compensation expense for employee stock options is based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model. Compensation expense for restricted stock units is based on the fair market value of the units awarded at the date of the grant.
Asset Retirement Obligations
The Company has entered into ground leases for the land underlying the majority of the Company’s towers. A majority of these leases require the Company to restore land interests to their original condition upon termination of the ground lease.
The Company recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of a fair value can be made, and accretes such liability through the obligation’s estimated settlement date. The associated asset retirement costs are capitalized as part of the carrying amount of the related tower fixed assets, and over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the estimated useful life of the tower.
The asset retirement obligation is included in other long-term liabilities on the Consolidated Balance Sheets. Upon settlement of the obligations, any difference between the cost to retire an asset and the recorded liability is recorded in the Consolidated Statements of Operations. In determining the measurement of the asset retirement obligations, the Company considered the nature and scope of the contractual restoration obligations contained in the Company’s ground leases, the historical retirement experience as an indicator of future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value and timing of estimated restoration costs and the credit adjusted risk-free rate used to discount future obligations.
The following summarizes the activity of the asset retirement obligation liability:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Beginning balance | $ | 6,442 | $ | 6,309 | $ | 5,856 | |||
| Additions | 818 | 1,091 | 781 | ||||||
| Currency translation adjustment | (10) | 121 | (57) | ||||||
| Accretion expense | 665 | 318 | 373 | ||||||
| Removal | (280) | (290) | (50) | ||||||
| Revision in estimates | (421) | (1,107) | (594) | ||||||
| Ending balance | $ | 7,214 | $ | 6,442 | $ | 6,309 |
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Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income (loss) and other foreign currency adjustments.
Foreign Currency Translation
All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end rates of exchange, while revenues and expenses are translated at monthly average rates of exchange prevailing during the year. Unrealized remeasurement gains and losses are reported as foreign currency translation adjustments through Accumulated Other Comprehensive Loss in the accompanying Consolidated Statement of Shareholders’ Deficit.
For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Unrealized translation gains and losses are reported as other income (expense), net in the Consolidated Statement of Operations.
Acquisitions
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business. ASU 2017-01 provides revised guidance to determine when an acquisition meets the definition of a business or when the acquisition should be accounted for as an asset acquisition. The Company adopted this standard effective January 1, 2017 and all changes are being accounted for prospectively. The adoption of ASU 2017-01 did not have a material impact on the Company’s unaudited consolidated financial statements and related disclosures.
Under the new standard, the Company’s acquisitions will generally qualify for asset acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805 Business Combinations. For acquisitions which qualify as asset acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets. For asset acquisitions, external, direct transaction costs will be capitalized as a component of the cost of the asset acquired. The Company will continue to expense internal acquisition costs as incurred.
The Company accounts for business combinations under the acquisition method of accounting. The assets and liabilities acquired are recorded at fair market value at the date of each acquisition and the results of operations of the acquired assets are included with those from the dates of the respective acquisitions. The Company continues to evaluate all acquisitions for a period not to exceed one year after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed as a result of information available at the acquisition date.
The fair values of net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management at the time. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets, or require acceleration of the amortization expense of intangible assets in subsequent periods.
In connection with certain acquisitions, the Company may agree to pay contingent consideration (or earnouts) in cash or stock if the communication sites or businesses that are acquired meet or exceed certain performance targets over a period of one to three years after they have been acquired. The Company accrues for contingent consideration in connection with business combinations at fair value as of the date of the acquisition. All subsequent changes in fair value of contingent consideration payable in cash are recorded through Consolidated Statements of Operations. Contingent consideration in connection with asset acquisitions will be recognized at the time when the contingency is resolved or becomes payable and will increase the cost basis of the assets acquired.
Intercompany Loans Subject to Remeasurement
The Company has two wholly owned subsidiaries, Brazil Shareholder I, LLC, a Florida limited liability company, and SBA Torres Brasil, Limitada, a limitada existing under the laws of the Republic of Brazil, which have entered into intercompany loan agreements pursuant to which the entities may from time to time agree to lend/borrow amounts under the terms of each agreement. The first agreement entered into in November 2014 was for $750.0 million and was created to fund the acquisition of 1,641 towers in
F-14
Brazil. The second agreement entered into in December 2017 was for $500.0 million and was created to fund the acquisition of 941 towers in Brazil.
In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. For the years ended December 31, 2017, 2016, and 2015, the Company recorded a $8.8 million loss, a $90.0 million gain, and a $178.9 million loss, respectively, on the remeasurement of intercompany loans due to changes in foreign exchange rates. As of December 31, 2017, the aggregate amount outstanding under the two intercompany loan agreements with the Company’s Brazilian subsidiary was $560.9 million.
Recent Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB released an updated standard regarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. The core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This standard is effective for the Company in the first quarter of 2018. This standard is required to be applied retrospectively to each prior reporting period presented (full retrospective) or with the cumulative effect being recognized at the date of initial application (modified retrospective). The Company will apply the modified retrospective transition method upon adoption. The Company has finalized its review of the impact of adopting this new guidance, and there will not be any material changes to the timing or measurement of revenue recognition. The standard only affects the Company’s site development segment, which represents approximately 6% of the Company’s total revenues.
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. This standard is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted; however, the Company does not currently plan to early adopt. The Company has established a cross functional project plan and is assessing the impact of the standard on its consolidated financial statements. The Company expects this guidance to have a material impact on its consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for its ground leases. The Company does not expect adoption to have a significant impact on its lease classification or to have a material impact on its consolidated statement of operations.
3.FAIR VALUE MEASUREMENTS
Items Measured at Fair Value on a Recurring Basis— The Company’s earnout liabilities related to business combinations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Accrued expenses in the accompanying Consolidated Balance Sheets. Changes in estimates are recorded in Acquisition related adjustments and expenses in the accompanying Consolidated Statement of Operations. The Company determines the fair value of earnouts (contingent consideration) and any subsequent changes in fair value using a discounted probability-weighted approach using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation contained in various acquisitions prior to January 1, 2017 (adoption of ASU 2017-01) was $2.5 million and $4.1 million as of December 31, 2017 and 2016, respectively. The maximum potential obligation related to the performance targets for these various acquisitions was $3.1 million and $5.8 million as of December 31, 2017 and 2016, respectively. The maximum potential obligation related to the performance targets for acquisitions after January 1, 2017, which have not been recorded on the Company’s Consolidated Balance Sheet, was $11.1 million as of December 31, 2017.
Items Measured at Fair Value on a Nonrecurring Basis— The Company’s long-lived assets, intangibles, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived assets, intangibles, and asset retirement obligations is calculated using a discounted cash flow model.
F-15
Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs (in thousands):
| For the year | |||||||||
| ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Asset impairment (1) | $ | 15,389 | $ | 19,217 | $ | 10,287 | |||
| Impairment of fiber assets (2) | — | — | 56,733 | ||||||
| Write-off of carrying value of decommissioned towers | 16,861 | 12,967 | 21,231 | ||||||
| Write-off and disposal of former corporate headquarters | — | 2,345 | 1,154 | ||||||
| Gain on sale of fiber assets (2) | — | (8,919) | — | ||||||
| Other third party decommission costs | 4,447 | 4,632 | 5,378 | ||||||
| Total asset impairment and decommission costs | $ | 36,697 | $ | 30,242 | $ | 94,783 |
(1)Represents impairment charges resulting from the Company’s regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.
(2)The impairment review of the fiber assets acquired in the 2012 Mobilitie transaction was triggered by a strategic decision made by the Company in 2015. The gain on sale in 2016 related to the sale of these fiber assets.
Fair Value of Financial Instruments— The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. Short-term investments consisted of $0.2 million in Treasury securities as of December 31, 2017 and 2016. The Company’s estimate of the fair value of its held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of December 31, 2017, the carrying value and fair value of the held-to-maturity investments, including current portion, was $0.5 million. As of December 31, 2016, the carrying value and fair value of the held-to-maturity investments, including current portion, was $0.7 million. The current portion is recorded in Prepaid and Other Current Assets in the accompanying Consolidated Balance Sheets, while the held-to-maturity investments are recorded in Other Assets.
The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the interest payments are based on Eurodollar rates that reset monthly or more frequently. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 137.5 to 200.0 basis points was set for the Revolving Credit Facility. Refer to Note 12 for the fair values, principal balances, and carrying values of the Company’s debt instruments.
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4.RESTRICTED CASH
The cash, cash equivalents, and restricted cash balances on the consolidated statement of cash flows consists of the following:
| As of | As of | As of | |||||||||
| December 31, 2017 | December 31, 2016 | December 31, 2015 | Included on Balance Sheet | ||||||||
| (in thousands) | |||||||||||
| Cash and cash equivalents | $ | 68,783 | $ | 146,109 | $ | 118,039 | |||||
| Securitization escrow accounts | 32,699 | 36,607 | 25,135 | Restricted cash - current asset | |||||||
| Payment and performance bonds | 225 | 179 | 218 | Restricted cash - current asset | |||||||
| Surety bonds and workers compensation | 2,588 | 3,075 | 3,227 | Other assets - noncurrent | |||||||
| Total cash, cash equivalents, and restricted cash | $ | 104,295 | $ | 185,970 | $ | 146,619 |
Pursuant to the terms of the Tower Securities (see Note 12), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 12) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.
Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of December 31, 2017 and 2016, the Company had $39.5 million and $39.2 million in surety, payment and performance bonds, respectively, for which it is only required to post $0.5 million in collateral as of December 31, 2016. As of December 31, 2017, no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of December 31, 2017 and 2016, the Company had also pledged $2.5 million as collateral related to its workers compensation policy.
5.PREPAID EXPENSES AND OTHER CURRENT ASSETS
The Company’s prepaid expenses and other current assets are comprised of the following:
| As of | As of | |||||
| December 31, 2017 | December 31, 2016 | |||||
| (in thousands) | ||||||
| Prepaid ground rent | $ | 32,505 | $ | 33,975 | ||
| Other | 17,211 | 18,230 | ||||
| Total prepaid expenses and other current assets | $ | 49,716 | $ | 52,205 |
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6.ACQUISITIONS
The following table summarizes the Company’s acquisition activity:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Tower acquisitions (number of towers) | 1,425 | 531 | 893 |
The following table summarizes the Company’s cash acquisition capital expenditures:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Acquisitions of towers and related intangible assets (1) | $ | 392,902 | $ | 214,686 | $ | 525,802 | |||
| Land buyouts and other assets (2) | 48,645 | 62,149 | 83,728 | ||||||
| Total cash acquisition capital expenditures | $ | 441,547 | $ | 276,835 | $ | 609,530 |
| (1) | The year ended December 31, 2017 excludes $63.3 million of acquisition costs funded through the issuance of 487,963 shares of Class A common stock. |
|---|
| (2) | In addition, the Company paid $18.8 million, $14.1 million, and $16.3 million for ground lease extensions and term easements on land underlying the Company’s towers during the years ending December 31, 2017, 2016, and 2015, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets. |
|---|
For acquisitions which qualify as asset acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management at the time. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets, or require acceleration of the amortization expense of intangible assets in subsequent periods.
For business combinations, the estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including contingent consideration and any related tax impact.
During the year ended December 31, 2017, the Company acquired 1,425 completed towers and related assets and liabilities consisting of $114.7 million of property and equipment, $345.3 million of intangible assets, and $3.8 million of working capital adjustments.
During the year ended December 31, 2016, the Company acquired 531 completed towers and related assets and liabilities for $214.7 million in cash consisting of $72.8 million of property and equipment, $144.4 million of intangible assets, and $2.5 million of working capital adjustments.
During the year ended December 31, 2015, the Company acquired 893 completed towers and related assets and liabilities for $525.8 million in cash consisting of $176.3 million of property and equipment, $351.0 million of intangible assets, and $1.5 million of working capital adjustments.
Subsequent to December 31, 2017, the Company acquired 308 towers and related assets for $79.5 million in cash.
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7.INTANGIBLE ASSETS, NET
The following table provides the gross and net carrying amounts for each major class of intangible assets:
| As of December 31, 2017 | As of December 31, 2016 | |||||||||||||||||
| Gross carrying | Accumulated | Net book | Gross carrying | Accumulated | Net book | |||||||||||||
| amount | amortization | value | amount | amortization | value | |||||||||||||
| (in thousands) | ||||||||||||||||||
| Current contract intangibles | $ | 4,355,171 | $ | (1,673,270) | $ | 2,681,901 | $ | 4,141,968 | $ | (1,401,025) | $ | 2,740,943 | ||||||
| Network location intangibles | 1,617,441 | (701,211) | 916,230 | 1,515,348 | (599,367) | 915,981 | ||||||||||||
| Intangible assets, net | $ | 5,972,612 | $ | (2,374,481) | $ | 3,598,131 | $ | 5,657,316 | $ | (2,000,392) | $ | 3,656,924 |
All intangible assets noted above are included in the Company’s site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $384.1 million, $369.9 million, and $363.1 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Estimated amortization expense on the Company’s intangibles assets is as follows:
| For the year ended December 31, | (in thousands) | ||||||||
| 2018 | $ | 397,596 | |||||||
| 2019 | 397,302 | ||||||||
| 2020 | 396,445 | ||||||||
| 2021 | 363,988 | ||||||||
| 2022 | 343,536 |
8.PROPERTY AND EQUIPMENT, NET
Property and equipment, net (including vehicles held under capital leases) consists of the following:
| As of | As of | |||||
| December 31, 2017 | December 31, 2016 | |||||
| (in thousands) | ||||||
| Towers and related components | $ | 4,772,807 | $ | 4,563,756 | ||
| Construction-in-process | 34,689 | 38,926 | ||||
| Furniture, equipment, and vehicles | 53,260 | 50,671 | ||||
| Land, buildings, and improvements | 630,370 | 578,680 | ||||
| Total property and equipment | 5,491,126 | 5,232,033 | ||||
| Less: accumulated depreciation | (2,678,780) | (2,439,957) | ||||
| Property and equipment, net | $ | 2,812,346 | $ | 2,792,076 |
Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s operations. Depreciation expense was $258.4 million, $268.1 million, and $296.5 million for the years ended December
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31, 2017, 2016, and 2015, respectively. At December 31, 2017 and 2016, non-cash capital expenditures that are included in accounts payable and accrued expenses were $12.4 million and $7.0 million, respectively.
9.COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings on uncompleted contracts consist of the following:
| As of | As of | |||||
| December 31, 2017 | December 31, 2016 | |||||
| (in thousands) | ||||||
| Costs incurred on uncompleted contracts | $ | 31,404 | $ | 34,577 | ||
| Estimated earnings | 10,541 | 11,185 | ||||
| Billings to date | (24,771) | (36,027) | ||||
| $ | 17,174 | $ | 9,735 |
These amounts are included in the accompanying Consolidated Balance Sheets under the following captions:
| As of | As of | |||||
| December 31, 2017 | December 31, 2016 | |||||
| (in thousands) | ||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 17,437 | $ | 11,127 | ||
| Billings in excess of costs and estimated earnings on | ||||||
| uncompleted contracts (included in Other current liabilities) | (263) | (1,392) | ||||
| $ | 17,174 | $ | 9,735 |
At December 31, 2017 and 2016, eight customers comprised 87.9% and 81.6%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.
10.CONCENTRATION OF CREDIT RISK
The Company’s credit risks consist primarily of accounts receivable with national, regional, and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends, and other information. The Company generally does not require collateral.
The following is a list of significant customers (representing at least 10% of revenue for any period reported) and the percentage of total revenue for the specified time periods derived from such customers:
| For the year ended December 31, | ||||||||
| Percentage of Total Revenues | 2017 | 2016 | 2015 | |||||
| AT&T Wireless | 25.0% | 25.7% | 24.2% | |||||
| T-Mobile | 16.5% | 17.0% | 16.0% | |||||
| Verizon Wireless | 15.2% | 15.2% | 13.8% | |||||
| Sprint | 15.1% | 16.1% | 19.6% |
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The Company’s site leasing and site development segments derive revenue from these customers. Client percentages of total revenue in each of the segments are as follows:
| For the year ended December 31, | ||||||||
| Percentage of Domestic Site Leasing Revenue | 2017 | 2016 | 2015 | |||||
| AT&T Wireless | 32.7% | 32.7% | 31.9% | |||||
| T-Mobile | 19.7% | 19.6% | 19.0% | |||||
| Verizon Wireless | 19.0% | 18.2% | 16.3% | |||||
| Sprint | 18.9% | 19.8% | 22.3% | |||||
| For the year ended December 31, | ||||||||
| Percentage of International Site Leasing Revenue | 2017 | 2016 | 2015 | |||||
| Oi S.A. | 42.2% | 43.9% | 48.8% | |||||
| Telefonica | 25.7% | 26.4% | 24.7% | |||||
| Claro | 10.0% | 9.4% | 8.0% |
| For the year ended December 31, | ||||||||
| Percentage of Site Development Revenue | 2017 | 2016 | 2015 | |||||
| T-Mobile | 26.9% | 28.4% | 17.6% | |||||
| Sprint | 12.9% | 11.7% | 28.5% | |||||
| Verizon Wireless | 12.8% | 16.5% | 14.8% | |||||
| Nokia, Inc. | 10.1% | 7.1% | 6.3% | |||||
| Ericsson, Inc. | 7.4% | 5.0% | 15.3% |
Five customers comprised 66.9% of total gross accounts receivable at December 31, 2017 compared to five customers which comprised 59.3% of total gross accounts receivable at December 31, 2016.
11.EARNINGS PER SHARE
Basic earnings per share was computed by dividing net income attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding adjusted for any dilutive Common Stock equivalents, including unvested restricted stock and shares issuable upon exercise of stock options as determined under the “If-Converted” method and also Common Stock warrants as determined under the “Treasury Stock” method.
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The following table sets forth basic and diluted net income per common share for the years ended December 31, 2017, 2016, and 2015 (in thousands, except per share data):
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Numerator: | |||||||||
| Net income (loss) | $ | 103,654 | $ | 76,238 | $ | (175,656) | |||
| Denominator: | |||||||||
| Basic weighted-average shares outstanding | 119,860 | 124,448 | 127,794 | ||||||
| Dilutive impact of stock options and restricted shares | 1,162 | 696 | — | ||||||
| Diluted weighted-average shares outstanding | 121,022 | 125,144 | 127,794 | ||||||
| Net income (loss) per common share: | |||||||||
| Basic | $ | 0.86 | $ | 0.61 | $ | (1.37) | |||
| Diluted | $ | 0.86 | $ | 0.61 | $ | (1.37) |
For the year ended December 31, 2017, the diluted weighted average number of common shares outstanding excluded an additional 1.0 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.
For the year ended December 31, 2016, the diluted weighted average number of common shares outstanding excluded an additional 2.2 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.
For the year ended December 31, 2015, all potential common stock equivalents, including 3.8 million shares of stock options outstanding and 0.3 million shares of restricted stock units outstanding, were excluded as the effect would be anti-dilutive.
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- DEBT
The principal values, fair values, and carrying values of debt consist of the following (in thousands):
| As of | As of | |||||||||||||||||||
| December 31, 2017 | December 31, 2016 | |||||||||||||||||||
| Maturity Date | Principal Balance | Fair Value | Carrying Value | Principal Balance | Fair Value | Carrying Value | ||||||||||||||
| 2014 Senior Notes | July 15, 2022 | $ | 750,000 | $ | 770,625 | $ | 739,079 | $ | 750,000 | $ | 763,125 | $ | 736,992 | |||||||
| 2016 Senior Notes | Sep. 1, 2024 | 1,100,000 | 1,127,500 | 1,081,262 | 1,100,000 | 1,083,500 | 1,078,954 | |||||||||||||
| 2017 Senior Notes | Oct. 1, 2022 | 750,000 | 750,938 | 741,437 | — | — | — | |||||||||||||
| 2012-1C Tower Securities | Dec. 11, 2017 | — | — | — | 610,000 | 610,165 | 607,157 | |||||||||||||
| 2013-1C Tower Securities | April 10, 2018 | 425,000 | 423,853 | 424,482 | 425,000 | 423,381 | 422,768 | |||||||||||||
| 2013-2C Tower Securities | April 11, 2023 | 575,000 | 578,433 | 568,609 | 575,000 | 563,322 | 567,545 | |||||||||||||
| 2013-1D Tower Securities | April 10, 2018 | 330,000 | 330,145 | 329,585 | 330,000 | 334,521 | 328,225 | |||||||||||||
| 2014-1C Tower Securities | Oct. 8, 2019 | 920,000 | 915,216 | 914,929 | 920,000 | 922,199 | 912,219 | |||||||||||||
| 2014-2C Tower Securities | Oct. 8, 2024 | 620,000 | 620,942 | 613,461 | 620,000 | 608,921 | 612,641 | |||||||||||||
| 2015-1C Tower Securities | Oct. 8, 2020 | 500,000 | 496,840 | 493,474 | 500,000 | 495,145 | 491,289 | |||||||||||||
| 2016-1C Tower Securities | July 9, 2021 | 700,000 | 691,166 | 693,118 | 700,000 | 688,072 | 691,322 | |||||||||||||
| 2017-1C Tower Securities | April 11, 2022 | 760,000 | 751,404 | 751,076 | — | — | — | |||||||||||||
| Revolving Credit Facility | Feb. 5, 2020 | 40,000 | 40,000 | 40,000 | 390,000 | 390,000 | 390,000 | |||||||||||||
| 2014 Term Loan | Mar. 24, 2021 | 1,447,500 | 1,451,119 | 1,439,373 | 1,462,500 | 1,467,984 | 1,452,039 | |||||||||||||
| 2015 Term Loan | June 10, 2022 | 487,500 | 488,109 | 480,801 | 492,500 | 494,347 | 484,432 | |||||||||||||
| Total debt | $ | 9,405,000 | $ | 9,436,290 | $ | 9,310,686 | $ | 8,875,000 | $ | 8,844,682 | $ | 8,775,583 | ||||||||
| Less: current maturities of long-term debt | (20,000) | (627,157) | ||||||||||||||||||
| Total long-term debt, net of current maturities | $ | 9,290,686 | $ | 8,148,426 |
The Company’s future principal payment obligations over the next five years (based on the outstanding debt as of December 31, 2017 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:
| For the year ended December 31, | (in thousands) | ||||
| 2018 | $ | 775,000 | |||
| 2019 | 940,000 | ||||
| 2020 | 560,000 | ||||
| 2021 | 2,107,500 | ||||
| 2022 | 2,727,500 |
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The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:
| For the year ended December 31, | ||||||||||||||||||
| 2017 | 2016 | 2015 | ||||||||||||||||
| Cash | Non-cash | Cash | Non-cash | Cash | Non-cash | |||||||||||||
| Interest | Interest | Interest | Interest | Interest | Interest | |||||||||||||
| (in thousands) | ||||||||||||||||||
| 5.625% Senior Notes | — | — | 21,094 | — | 28,125 | — | ||||||||||||
| 5.75% Senior Notes | — | — | 28,494 | — | 46,000 | — | ||||||||||||
| 2014 Senior Notes | 36,563 | 724 | 36,563 | 689 | 36,563 | 655 | ||||||||||||
| 2016 Senior Notes | 53,625 | 954 | 20,258 | 348 | — | — | ||||||||||||
| 2017 Senior Notes | 6,500 | — | — | — | — | — | ||||||||||||
| 2010 Tower Securities | — | — | 15,213 | — | 28,230 | — | ||||||||||||
| 2012-1C Tower Securities | 5,330 | — | 18,107 | — | 18,111 | — | ||||||||||||
| 2013 Tower Securities | 43,217 | — | 43,217 | — | 43,217 | — | ||||||||||||
| 2014 Tower Securities | 51,138 | — | 51,138 | — | 51,138 | — | ||||||||||||
| 2015-1C Tower Securities | 15,939 | — | 15,939 | — | 3,453 | — | ||||||||||||
| 2016-1C Tower Securities | 20,361 | — | 9,898 | — | — | — | ||||||||||||
| 2017-1C Tower Securities | 17,182 | — | — | — | — | — | ||||||||||||
| Revolving Credit Facility | 8,046 | — | 4,167 | — | 5,552 | — | ||||||||||||
| 2012-1 Term Loan | — | — | — | — | 3,959 | — | ||||||||||||
| 2014 Term Loan | 49,414 | 525 | 48,962 | 510 | 48,992 | 492 | ||||||||||||
| 2015 Term Loan | 16,641 | 676 | 16,487 | 656 | 9,243 | 358 | ||||||||||||
| Capitalized interest and other | (207) | — | (366) | — | (217) | — | ||||||||||||
| Total | $ | 323,749 | $ | 2,879 | $ | 329,171 | $ | 2,203 | $ | 322,366 | $ | 1,505 |
Senior Credit Agreement
On February 7, 2014, SBA Senior Finance II entered into a Second Amended and Restated Credit Agreement with several banks and other financial institutions or entities from time to time parties to the Second Amended and Restated Credit Agreement to, among other things, incur the 2014 Term Loan and amend certain terms of the existing senior credit agreement (as amended, the “Senior Credit Agreement”).
Terms of the Senior Credit Agreement
The Senior Credit Agreement, as amended, requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Total Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Total Debt and Net Hedge Exposure (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC
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and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.
The Senior Credit Agreement, as amended, permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans the ratio of Consolidated Total Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional term loans and, if so, upon what terms.
Revolving Credit Facility under the Senior Credit Agreement
The Revolving Credit Facility is governed by the Senior Credit Agreement. The Revolving Credit Facility consists of a revolving loan under which up to $1.0 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (i) the Eurodollar Rate plus a margin that ranges from 137.5 basis points to 200.0 basis points or (ii) the Base Rate plus a margin that ranges from 37.5 basis points to 100.0 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. As of December 31, 2017, the balance outstanding under the Revolving Credit Facility was accruing interest at 3.48% per annum. In addition, SBA Senior Finance II is required to pay a commitment fee of 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, February 5, 2020. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period.
During the year ended December 31, 2017, the Company borrowed $525.0 million and repaid $875.0 million of the outstanding balance under the Revolving Credit Facility. As of December 31, 2017, $40.0 million was outstanding under the Revolving Credit Facility. As of December 31, 2017, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
Subsequent to December 31, 2017, the Company borrowed an additional $55.0 million and repaid $20.0 million of the outstanding balance under the Revolving Credit Facility. As of the date of this filing, $75.0 million was outstanding under the Revolving Credit Facility.
Term Loans under the Senior Credit Agreement
Repricing Amendment to the Senior Credit Agreement
On January 20, 2017, SBA Senior Finance II amended its Senior Credit Agreement, primarily to reduce the stated rate of interest applicable to its senior secured term loans. As amended, the senior secured term loans accrue interest, at SBA Senior Finance II’s election, at either the Base Rate plus 125 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 225 basis points (with a zero Eurodollar Rate floor).
2012-1 Term Loan
The 2012-1 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $200.0 million that was to mature on May 9, 2017. The 2012-1 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranged from 100 to 150 basis points or the Eurodollar Rate plus a margin that ranged from 200 to 250 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). The 2012-1 Term Loan was issued at par. The Company incurred deferred financing fees of $2.7 million in relation to this transaction which were being amortized through the maturity date.
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During the year ended December 31, 2015, the Company repaid the entire outstanding balance of $172.5 million on the 2012-1 Term Loan. Included in this amount was a prepayment of $160.0 million made on November 18, 2015. In connection with the prepayment, the Company expensed $0.8 million of net deferred financing fees.
2014 Term Loan
The 2014 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that matures on March 24, 2021. Prior to the reduction in the term loan interest rates as discussed above, the 2014 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2014 Term Loan was issued at 99.75% of par value. As of December 31, 2017, the 2014 Term Loan was accruing interest at 3.82% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.8 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2014 Term Loan. The Company incurred deferred financing fees of approximately $14.1 million in relation to this transaction which are being amortized through the maturity date.
During the year ended December 31, 2017, the Company repaid $15.0 million of principal on the 2014 Term Loan. As of December 31, 2017, the 2014 Term Loan had a principal balance of $1,447.5 million.
2015 Term Loan
The 2015 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $500.0 million that matures on June 10, 2022. Prior to the reduction in the term loan interest rates as discussed above, the 2015 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2015 Term Loan was issued at 99.0% of par value. As of December 31, 2017, the 2015 Term Loan was accruing interest at 3.82% per annum. Principal payments on the 2015 Term Loan commenced on September 30, 2015 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $1.3 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2015 Term Loan. The Company incurred deferred financing fees of approximately $5.5 million in relation to this transaction which are being amortized through the maturity date.
During the year ended December 31, 2017, the Company repaid $5.0 million of principal on the 2015 Term Loan. As of December 31, 2017, the 2015 Term Loan had a principal balance of $487.5 million.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
The mortgage loan underlying the 2013 Tower Securities, 2014 Tower Securities, 2015-1C Tower Securities, 2016-1C Tower Securities, and 2017-1C Tower Securities (together the “Tower Securities”) will be paid from the operating cash flows from the aggregate 10,442 tower sites owned by the Borrowers. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of those entities that are borrowers on the mortgage loan (“the Borrowers”). The mortgage loan is secured by (i) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (ii) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (iii) the Borrowers’ rights under certain tenant leases, and (iv) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.
The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (i) within twelve months (in the case of the component corresponding to the Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue Securities Series 2013-1D, Secured Tower Revenue Securities Series 2014-1C, Secured Tower Revenue Securities Series 2015-1C, Secured Tower Revenue Securities Series 2016-1C, and Secured Tower Revenue Securities Series 2017-1C) or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component, (ii) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (iii) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the excess, if any, of (1) the present value
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associated with the portion of the principal balance being prepaid, calculated in accordance with the formula set forth in the mortgage loan agreement, on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date within twelve months (in the case of the component corresponding to the Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue Securities Series 2013-1D, Secured Tower Revenue Securities Series 2014-1C, Secured Tower Revenue Securities Series 2015-1C, Secured Tower Revenue Securities Series 2016-1C, and Secured Tower Revenue Securities Series 2017-1C) or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component over (2) that portion of the principal balance of such class prepaid on the date of such prepayment.
To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (i) 5% and (ii) the amount, if any, by which the sum of (x) the ten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.
Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.
As of December 31, 2017, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.
2010 Tower Securities
On April 16, 2010, the Company, through a New York common law trust (the “Trust”), issued $550.0 million of 2010-2C Tower Securities (the “2010-2C Tower Securities”) (together the “2010 Tower Securities”). The 2010-2C Tower Securities had an annual interest rate of 5.101%. The anticipated repayment date and the final maturity date for the 2010–2C Tower Securities were April 11, 2017 and April 9, 2042, respectively. The Company incurred deferred financing fees of $8.1 million in relation to this transaction which were being amortized through the anticipated repayment date of each of the 2010 Tower Securities.
On July 15, 2016, the Company repaid in full the 2010-2C Tower Securities with proceeds from the 2016-1C Tower Securities. Additionally, the Company expensed $1.0 million of deferred financing fees related to the redemption of the 2010-2C Tower Securities, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.
2012-1C Tower Securities
On August 9, 2012, the Company, through the Trust, issued $610.0 million of Secured Tower Revenue Securities Series 2012-1C (the “2012-1C Tower Securities”), which had an anticipated repayment date of December 11, 2017 and a final maturity date of December 9, 2042. The fixed interest rate of the 2012-1C Tower Securities was 2.933% per annum, payable monthly. The Company incurred deferred financing fees of $14.9 million in relation to this transaction, which were being amortized through the anticipated repayment date of the 2012-1C Tower Securities.
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On April 17, 2017, the Company repaid in full the 2012-1C Tower Securities with proceeds from the 2017-1C Tower Securities. In connection with the prepayment, the Company expensed $2.0 million of net deferred financing fees.
2013 Tower Securities
On April 18, 2013, the Company, through the Trust, issued $425.0 million of 2.240% Secured Tower Revenue Securities Series 2013-1C, which have an anticipated repayment date of April 10, 2018 and a final maturity date of April 9, 2043 (the “2013-1C Tower Securities”), $575.0 million of 3.722% Secured Tower Revenue Securities Series 2013-2C, which have an anticipated repayment date of April 11, 2023 and a final maturity date of April 9, 2048 (the “2013-2C Tower Securities”), and $330.0 million of 3.598% Secured Tower Revenue Securities Series 2013-1D, which have an anticipated repayment date of April 10, 2018 and a final maturity date of April 9, 2043 (the “2013-1D Tower Securities”) (collectively the “2013 Tower Securities”). The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% per annum, payable monthly. The Company incurred deferred financing fees of $25.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of each of the 2013 Tower Securities. The Company expects to repay the entire aggregate principal amount of the 2013-1C Tower Securities and 2013-1D Tower Securities in connection with the issuance of the 2018-1C Tower Securities (as discussed below).
2014 Tower Securities
On October 15, 2014, the Company, through the Trust, issued $920.0 million of 2.898% Secured Tower Revenue Securities Series 2014-1C, which have an anticipated repayment date of October 8, 2019 and a final maturity date of October 11, 2044 (the “2014-1C Tower Securities”) and $620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C, which have an anticipated repayment date of October 8, 2024 and a final maturity date of October 8, 2049 (the “2014-2C Tower Securities”) (collectively the “2014 Tower Securities”). The aggregate $1.54 billion of 2014 Tower Securities have a blended interest rate of 3.289% per annum, payable monthly. The Company incurred deferred financing fees of $22.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of each of the 2014 Tower Securities.
2015-1C Tower Securities
On October 14, 2015, the Company, through the Trust, issued $500.0 million of Secured Tower Revenue Securities Series 2015-1C, which have an anticipated repayment date of October 8, 2020 and a final maturity date of October 10, 2045 (the “2015-1C Tower Securities”). The fixed interest rate of the 2015-1C Tower Securities is 3.156% per annum, payable monthly. The Company incurred deferred financing fees of $11.2 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2015-1C Tower Securities.
2016-1C Tower Securities
On July 7, 2016, the Company, through the Trust, issued $700.0 million of Secured Tower Revenue Securities Series 2016-1C, which have an anticipated repayment date of July 9, 2021 and a final maturity date of July 10, 2046 (the “2016-1C Tower Securities”). The fixed interest rate of the 2016-1C Tower Securities is 2.877% per annum, payable monthly. Net proceeds from this offering were used to prepay the full $550.0 million outstanding on the 2010-2C Tower Securities and for general corporate purposes. The Company incurred deferred financing fees of $9.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2016-1C Tower Securities.
2017-1C Tower Securities
On April 17, 2017, the Company, through the Trust, issued $760.0 million of Secured Tower Revenue Securities Series 2017-1C, which have an anticipated repayment date of April 11, 2022 and a final maturity date of April 9, 2047 (the “2017-1C Tower Securities”). The fixed interest rate on the 2017-1C Tower Securities is 3.168% per annum, payable monthly. Net proceeds from this offering were used to prepay the entire $610.0 million aggregate principal amount, as well as accrued and unpaid interest, of the 2012-1C Tower Securities and for general corporate purposes. The Company incurred deferred financing fees of $10.2 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2017-1C Tower Securities.
In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, LLC, a wholly owned subsidiary, purchased $40.0 million of Secured Tower Revenue Securities Series 2017-1R issued by the Trust, which have an anticipated repayment date of April 11, 2022 and a final maturity date of April 9, 2047 (the “2017-1R Tower Securities”). The fixed interest rate on the 2017-1R Tower Securities is 4.459% per annum, payable monthly. Principal and interest payments made on the 2017-1R Tower Securities eliminate in consolidation.
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In connection with the issuance of the 2017-1C Tower Securities, the non-recourse mortgage loan was increased by $800.0 million (or by a net of $190.0 million after giving effect to prepayment of the loan components relating to the 2012-1C Tower Securities). The new loan accrues interest at the same rate as the 2017-1C Tower Securities; however, it is subject to all other material terms of the existing mortgage loan, including collateral and interest rate after the anticipated repayment date.
In connection with the issuance of the 2017-1C Tower Securities, SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA Towers VII, LLC, SBA GC Towers, LLC, SBA Towers V, LLC, and SBA Towers VI, LLC (collectively, the “Borrowers”), each an indirect subsidiary of SBAC, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, on behalf of the Trustee entered into the Second Loan and Security Agreement Supplement and Amendment pursuant to which, among other things, (i) the outstanding principal amount of the mortgage loan was increased by $760.0 million and (ii) the Borrowers became jointly and severally liable for the aggregate $4.8 billion borrowed under the mortgage loan corresponding to the 2012-1C Tower Securities, 2013 Tower Securities, 2014 Tower Securities, 2015-1C Tower Securities, 2016-1C Tower Securities, and the newly issued 2017-1C Tower Securities.
2018-1C Tower Securities
On February 16, 2018, the Company agreed to issue, through a Trust, $640.0 million of Secured Tower Revenue Securities Series 2018-1C (the “2018-1C Tower Securities”), which offering is expected to close March 9, 2018. These securities are expected to have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048. The fixed interest rate on the 2018-1C Tower Securities will be 3.448% per annum, payable monthly, and the proceeds of this offering, in combination with borrowings under the Revolving Credit Facility, will be used to repay the entire aggregate principal amount of the 2013-1C Tower Securities ($425.0 million) and 2013-1D Tower Securities ($330.0 million), as well as accrued and unpaid interest. Management has classified $755.0 million of the combined 2013-1C Tower Securities and 2013-1D Tower Securities as a long-term obligation, as the Company intends to repay these securities with the net proceeds from the offering of the 2018-1C Tower Securities, in combination with borrowings under the Revolving Credit Facility.
In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, agreed to purchase $33.7 million of Secured Tower Revenue Securities Series 2018-1R to be issued by the Trust. These securities are expected to have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048 (the “2018-1R Tower Securities”). The fixed interest rate on the 2018-1R Tower Securities will be 4.949% per annum, payable monthly. Principal and interest payments made on the 2018-1R Tower Securities eliminate in consolidation.
4.0% Convertible Senior Notes due 2014
On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes (“4.0% Notes”). Interest was payable semi-annually on April 1 and October 1. As of December 31, 2014, the Company settled its conversion obligations and associated convertible note hedges. During the year ended December 31, 2015, the Company settled the remaining outstanding warrants for $150.9 million, representing approximately 2.1 million underlying shares.
Senior Notes
5.75% Senior Notes
On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes due July 15, 2020 (the “5.75% Senior Notes”). The 5.75% Senior Notes accrued interest at a rate of 5.75% and were issued at par. The Company incurred deferred financing fees of $14.0 million in relation to this transaction, which were being amortized through the maturity date.
On August 15, 2016, the Company used proceeds from the 2016 Senior Notes to redeem the full $800.0 million in aggregate principal amount of the 5.75% Senior Notes and to pay $25.8 million for the call premium and accrued interest on the redemption of the notes. Additionally, the Company expensed $7.7 million of deferred financing fees related to the redemption of the notes. The call premium and the write-off of deferred financing fees are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.
SBAC is a holding company with no business operations of its own and its only significant asset is the outstanding capital stock of Telecommunications. Telecommunications is 100% owned by SBAC. SBAC had fully and unconditionally guaranteed the Senior Notes issued by Telecommunications.
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5.625% Senior Notes
On September 28, 2012, the Company issued $500.0 million of unsecured senior notes due October 1, 2019 (the “5.625% Senior Notes”). The 5.625% Senior Notes accrued interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Senior Notes was due semi-annually on April 1 and October 1 of each year. The Company incurred deferred financing fees of $8.6 million in relation to this transaction, which were being amortized through the maturity date.
On October 1, 2016, the Company redeemed the 5.625% Senior Notes in full. On October 3, 2016, the Company repaid $500.0 million in outstanding principal, $14.1 million related to the call premium on the early redemption of the notes, and $14.1 million in accrued interest. Repayment was made using (1) the proceeds from the 2016 Senior Notes, (2) borrowings under the Revolving Credit Facility, and (3) cash on hand. In addition, the Company expensed $4.1 million of deferred financing fees related to the redemption of the notes. The call premium and the write-off of deferred financing fees are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.
2014 Senior Notes
On July 1, 2014, the Company issued $750.0 million of unsecured senior notes due July 15, 2022 (the “2014 Senior Notes”). The 2014 Senior Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 2014 Senior Notes is due semi-annually on January 15 and July 15 of each year. The Company incurred deferred financing fees of $11.6 million in relation to this transaction, which are being amortized through the maturity date.
The 2014 Senior Notes are subject to redemption in whole or in part on or after July 15, 2017 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. The Company may redeem the 2014 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: July 15, 2017 at 103.656%, July 15, 2018 at 102.438%, July 15, 2019 at 101.219%, or July 15, 2020 until maturity at 100.000%, of the principal amount of the 2014 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
2016 Senior Notes
On August 15, 2016, the Company issued $1.1 billion of unsecured senior notes due September 1, 2024 (the “2016 Senior Notes”). The 2016 Senior Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 2016 Senior Notes is due semi-annually on March 1 and September 1 of each year, beginning on March 1, 2017. The Company incurred deferred financing fees of $12.8 million in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering and cash on hand were used to redeem $800.0 million, the aggregate principal amount outstanding, of Telecommunications’ 5.75% Senior Notes and $250.0 million of the Company’s 5.625% Senior Notes and pay the associated call premiums.
The 2016 Senior Notes are subject to redemption in whole or in part on or after September 1, 2019 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to September 1, 2019, the Company may at its option redeem up to 35% of the aggregate principal amount of the 2016 Senior Notes originally issued at a redemption price of 104.875% of the principal amount of the 2016 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. The Company may redeem the 2016 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: September 1, 2019 at 103.656%, September 1, 2020 at 102.438%, September 1, 2021 at 101.219%, or September 1, 2022 until maturity at 100.000%, of the principal amount of the 2016 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
2017 Senior Notes
On October 13, 2017, the Company issued $750.0 million of unsecured senior notes due October 1, 2022 (the “2017 Senior Notes”). The 2017 Senior Notes accrue interest at a rate of 4.0% per annum. Interest on the 2017 Senior Notes is due semi-annually on April 1 and October 1 of each year, beginning on April 1, 2018. The Company incurred deferred financing fees of $8.9 million in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering were used to repay $460.0 million outstanding under the Revolving Credit Facility and for general corporate purposes.
The 2017 Senior Notes are subject to redemption in whole or in part on or after October 1, 2019 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to October 1, 2020, the Company may, at the Company’s option, redeem up to 35% of the aggregate principal amount of the 2017 Senior Notes originally issued at a redemption price of 104.000% of the principal amount of the 2017 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest
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with the net proceeds of certain equity offerings. The Company may redeem the 2017 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: October 1, 2019 at 102.000%, October 1, 2020 at 101.000%, or October 1, 2021 until maturity at 100.000%, of the principal amount of the 2017 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.
Indentures Governing Senior Notes
The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur liens securing indebtedness.
13.SHAREHOLDERS’ EQUITY
Common Stock Equivalents
The Company has potential common stock equivalents (see Note 14) related to its outstanding stock options and restricted stock units These potential common stock equivalents were considered in the Company’s diluted earnings per share calculation (see Note 11).
Stock Repurchases
On April 27, 2011, the Company’s Board of Directors authorized a stock repurchase plan. This plan authorized the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. During the year ended December 31, 2015, the Company repurchased 1.3 million shares of its Class A common stock at an average price of $114.96 with the remaining $150.0 million authorized under the $300.0 million stock repurchase plan, completing this plan. Shares repurchased were retired.
On June 4, 2015, the Company’s Board of Directors authorized a new stock repurchase plan. This plan authorized the Company to purchase, from time to time, up to $1.0 billion of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. During the year ended December 31, 2015, the Company repurchased an additional 2.7 million shares of its Class A common stock under this stock repurchase plan for $300.0 million at a weighted average price per share of $112.04. During the year ended December 31, 2016, the Company repurchased an additional 5.3 million shares of its Class A common stock under this stock repurchase program for $545.7 million at a weighted average price per share of $102.14. As of December 31, 2016, the Company had a remaining authorization to repurchase $154.4 million of Class A common stock under the $1.0 billion stock repurchase plan dated June 4, 2015. During the year ended December 31, 2017, the Company repurchased 42,163 shares of its Class A common stock under the stock repurchase plan dated June 4, 2015 for $4.4 million at a weighted average price per share of $104.81. Shares repurchased were retired.
On January 12, 2017, the Company’s Board of Directors authorized a new stock repurchase plan, replacing the plan authorized on June 4, 2015 which had a remaining authorization of $150.0 million. This plan authorized the Company to purchase, from time to time, up to $1.0 billion of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. During the year ended December 31, 2017, the Company repurchased 5.8 million shares of its Class A common stock under this plan for $850.0 million, at an average price per share of $146.17. Shares repurchased were retired.
On February 16, 2018, the Company’s Board of Directors authorized a new $1.0 billion stock repurchase plan, replacing the prior plan authorized on January 12, 2017 which had a remaining authorization of $150.0 million. This new plan authorizes the Company to purchase, from time to time, up to $1.0 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares repurchased will be retired. The new plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of
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Directors at any time in its sole discretion. As of the date of this filing, the Company had the full $1.0 billion authorization remaining under the new plan.
Registration of Additional Shares
On May 20, 2010, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering 15.0 million shares of the Company’s Class A common stock issuable under the 2010 Performance and Equity Incentive Plan (see Note 14).
The Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering 4.0 million shares of its Class A common stock in 2007. These shares may be issued in connection with acquisitions of wireless communication towers or antenna sites and related assets or companies that own wireless communication towers, antenna sites, or related assets. During the years ended December 31, 2016 and 2015, the Company did not issue any shares of its Class A common stock pursuant to this registration statement in connection with acquisitions. During the year ended December 31, 2017, the company issued 487,963 shares of Class A common stock under this registration statement. As of December 31, 2017, the Company had approximately 1.2 million shares of Class A common stock remaining under this registration statement.
On March 3, 2015, the Company filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables the Company to issue shares of its Class A common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, the Company will file a prospectus supplement and advise the Commission of the amount and type of securities each time it issues securities under this registration statement. For the years ended December 31, 2017, 2016, and 2015, the Company did not issue any securities under this automatic shelf registration statement.
14.STOCK-BASED COMPENSATION
The Company has two equity participation plans (the 2001 Equity Participation Plan and the 2010 Performance and Equity Incentive Plan, the “2010 Plan”) whereby options (both non-qualified and incentive stock options), restricted stock units, stock appreciation rights, and other equity and performance based instruments may be granted to directors, employees, and consultants. The options and restricted stock units generally vest from the date of grant on a straight-line basis over the vesting term and generally have a seven-year or a ten-year contractual life.
Upon the adoption of the 2010 Plan by the Company’s shareholders on May 6, 2010, the 2001 Equity Participation Plan was terminated and the Company is no longer eligible to issue shares pursuant to that plan. The 2010 Plan provides for the issuance of a maximum of 15.0 million shares of the Company’s Class A common stock, of which 7.5 million shares remain available for future issuance as of December 31, 2017. However, the aggregate number of shares that may be issued pursuant to restricted stock awards, restricted stock unit awards, stock bonus awards, performance awards, other stock-based awards, or other awards granted under the 2010 Plan will not exceed 7.5 million shares, of which 6.6 million shares remain available for future issuance as of December 31, 2017.
Stock Options
The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:
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| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Risk free interest rate | 1.70% - 1.97% | 1.11% - 1.43% | 1.21% - 1.46% | ||||||
| Dividend yield | 0.0% | 0.0% | 0.0% | ||||||
| Expected volatility | 20.0% | 20.0% | 20.0% | ||||||
| Expected lives | 4.6 years | 4.7 years | 4.6 years |
The following table summarizes the Company’s activities with respect to its stock option plans for the years ended December 31, 2017, 2016 and 2015 as follows (dollars and number of shares in thousands, except for per share data):
| Weighted- | ||||||||||
| Weighted- | Average | |||||||||
| Average | Remaining | |||||||||
| Number | Exercise Price | Contractual | Aggregate | |||||||
| of Shares | Per Share | Life (in years) | Intrinsic Value | |||||||
| Outstanding at December 31, 2014 | 3,276 | $ | 66.85 | |||||||
| Granted | 1,076 | $ | 124.24 | |||||||
| Exercised | (495) | $ | 51.58 | |||||||
| Canceled | (63) | $ | 93.74 | |||||||
| Outstanding at December 31, 2015 | 3,794 | $ | 84.66 | |||||||
| Granted | 1,357 | $ | 96.64 | |||||||
| Exercised | (603) | $ | 46.03 | |||||||
| Canceled | (101) | $ | 105.37 | |||||||
| Outstanding at December 31, 2016 | 4,447 | $ | 93.09 | |||||||
| Granted | 1,171 | $ | 115.41 | |||||||
| Exercised | (709) | $ | 80.73 | |||||||
| Canceled | (67) | $ | 105.81 | |||||||
| Outstanding at December 31, 2017 | 4,842 | $ | 100.12 | 4.3 | $ | 306,100 | ||||
| Exercisable at December 31, 2017 | 1,982 | $ | 87.42 | 3.0 | $ | 150,501 | ||||
| Unvested at December 31, 2017 | 2,860 | $ | 108.93 | 5.3 | $ | 155,599 |
The weighted-average per share fair value of options granted during the years ended December 31, 2017, 2016 and 2015 was $23.88, $19.19, and $24.75, respectively.
The total intrinsic value for options exercised during the years ended December 31, 2017, 2016 and 2015 was $37.2 million, $36.8 million and $33.0 million, respectively. Cash received from option exercises under all plans for the years ended December 31, 2017, 2016 and 2015 was approximately $56.5 million, $27.4 million, and $25.4 million, respectively. No tax benefit was realized for the tax deductions from option exercises under all plans for the years ended December 31, 2017, 2016 and 2015, respectively.
The aggregate intrinsic value for stock options in the preceding table represents the total intrinsic value based on the Company’s closing stock price of $163.36 as of December 31, 2017. The amount represents the total intrinsic value that would have been received by the holders of the stock-based awards had these awards been exercised and sold as of that date.
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Additional information regarding options outstanding and exercisable at December 31, 2017 is as follows:
| Options Outstanding | Options Exercisable | |||||||||||
| Weighted Average | Weighted | Weighted | ||||||||||
| Remaining | Average | Average | ||||||||||
| Range | Outstanding | Contractual Life | Exercise Price | Exercisable | Exercise Price | |||||||
| (in thousands) | (in years) | (in thousands) | ||||||||||
| $0.00 - $45.00 | 99 | 0.4 | $ | 40.39 | 99 | $ | 40.39 | |||||
| $45.01 - $90.00 | 731 | 1.9 | $ | 64.76 | 730 | $ | 64.71 | |||||
| $90.01 - $115.00 | 1,973 | 4.4 | 96.39 | 760 | 96.16 | |||||||
| $115.01 - $145.00 | 2,039 | 5.3 | $ | 119.32 | 393 | $ | 124.48 | |||||
| 4,842 | 1,982 |
The following table summarizes the activity of options outstanding that had not yet vested:
| Weighted- | |||||
| Average | |||||
| Number | Fair Value | ||||
| of Shares | Per Share | ||||
| (in thousands) | |||||
| Unvested as of December 31, 2016 | 2,814 | $ | 20.62 | ||
| Shares granted | 1,171 | $ | 23.88 | ||
| Vesting during period | (1,058) | $ | 20.25 | ||
| Forfeited | (67) | $ | 21.23 | ||
| Unvested as of December 31, 2017 | 2,860 | $ | 22.08 |
As of December 31, 2017, the total unrecognized compensation expense related to unvested stock options outstanding under the Plans is $39.8 million. That cost is expected to be recognized over a weighted average period of 2.5 years.
The total fair value of options vested during 2017, 2016, and 2015 was $21.4 million, $18.5 million, and $15.1 million, respectively.
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Restricted Stock Units
The following table summarizes the Company’s restricted stock unit activity for the year ended December 31, 2017:
| Weighted- | ||||||||||
| Average | ||||||||||
| Grant Date | ||||||||||
| Number of | Fair Value per | |||||||||
| Shares | Share | |||||||||
| (in thousands) | ||||||||||
| Outstanding at December 31, 2016 | 291 | $ | 101.74 | |||||||
| Granted | 171 | $ | 116.52 | |||||||
| Vested | (122) | $ | 98.75 | |||||||
| Forfeited/canceled | (12) | $ | 111.67 | |||||||
| Outstanding at December 31, 2017 | 328 | $ | 110.20 |
As of December 31, 2017, total unrecognized compensation expense related to unvested restricted stock units granted under the 2010 Plan was $24.4 million and is expected to be recognized over a weighted-average period of 2.6 years.
Employee Stock Purchase Plan
In 2008, the Board of Directors of the Company adopted the 2008 Employee Stock Purchase Plan (“2008 Purchase Plan”) which reserved 500,000 shares of Class A common stock for purchase. The 2008 Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of Class A common stock on the last day of an offering period.
For the year ended December 31, 2017, 28,232 shares of Class A common stock were issued under the 2008 Purchase Plan, which resulted in cash proceeds to the Company of approximately $3.3 million, compared to the year ended December 31, 2016 when 31,165 shares of Class A common stock were issued under the 2008 Purchase Plan which resulted in cash proceeds to the Company of $2.7 million. At December 31, 2017, 244,942 shares remained available for issuance under the 2008 Purchase Plan. In addition, the Company recorded $0.6 million, $0.5 million, and $0.5 million of non-cash compensation expense relating to the shares issued under the 2008 Purchase Plans for each of the years ended December 31, 2017, 2016, and 2015.
Non-Cash Compensation Expense
The table below reflects a break out by category of the non-cash compensation expense amounts recognized on the Company’s Statements of Operations for the years ended December 31, 2017, 2016, and 2015, respectively:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Cost of revenues | $ | 1,013 | $ | 418 | $ | 405 | |||
| Selling, general and administrative | 37,236 | 32,497 | 28,342 | ||||||
| Total cost of non-cash compensation included | |||||||||
| in loss before provision for income taxes | 38,249 | 32,915 | 28,747 | ||||||
| Amount of income tax recognized in earnings | — | — | — | ||||||
| Amount charged against loss | $ | 38,249 | $ | 32,915 | $ | 28,747 |
In addition, the Company capitalized $0.6 million, $0.5 million and $0.5 million of non-cash compensation for the years ended December 31, 2017, 2016 and 2015, respectively, to fixed assets.
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- INCOME TAXES
As discussed in Note 2, the Company began operating in compliance with REIT requirements for federal income tax purposes effective January 1, 2016. As a REIT, the Company must distribute at least 90 percent of its taxable income (including dividends paid to it by its TRSs) except to the extent offset by NOLs. In addition, the Company must meet a number of other organizational and operational requirements. It is management's intention to adhere to these requirements and maintain the Company's REIT status. Most states where SBA operates conform to the federal rules recognizing REITs. Certain subsidiaries have made an election with the Company to be treated as TRSs in conjunction with the Company's REIT election; the TRS elections permit SBA to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state income taxes on the income from these activities. A provision for taxes of the TRSs and of foreign branches of the REIT are included in its consolidated financial statements.
Income (loss) before provision for income taxes by geographic area is as follows:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Domestic | $ | 73,405 | $ | (28,671) | $ | (22,698) | |||
| Foreign | 43,486 | 115,974 | (143,897) | ||||||
| Total | $ | 116,891 | $ | 87,303 | $ | (166,595) |
The provision for income taxes consists of the following components:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Current provision: | |||||||||
| State | $ | 5,513 | $ | 1,535 | $ | 2,752 | |||
| Foreign | 11,681 | 8,121 | 6,314 | ||||||
| Total current | 17,194 | 9,656 | 9,066 | ||||||
| Deferred provision (benefit) for taxes: | |||||||||
| Federal | 18,736 | 170,177 | (3,023) | ||||||
| State | (241) | 22,992 | (3,106) | ||||||
| Foreign | 9,155 | 30,425 | (40,636) | ||||||
| Change in valuation allowance | (31,607) | (222,185) | 46,760 | ||||||
| Total deferred | (3,957) | 1,409 | (5) | ||||||
| Total provision for income taxes | $ | 13,237 | $ | 11,065 | $ | 9,061 |
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A reconciliation of the provision for income taxes at the statutory U.S. Federal tax rate (35%) and the effective income tax rate is as follows:
| For the year ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| (in thousands) | |||||||||
| Statutory federal expense (benefit) | $ | 40,912 | $ | 30,555 | $ | (58,307) | |||
| Foreign tax rate differential | 3,745 | 1,083 | 3,534 | ||||||
| State and local tax expense (benefit) | 5,415 | 3,941 | (230) | ||||||
| REIT adjustment | (34,346) | 205,317 | — | ||||||
| Permanent differences | (1,365) | (3,577) | 4,892 | ||||||
| Tax Act impact on deferred taxes | 31,547 | — | — | ||||||
| Foreign exchange rate changes | (55) | (5,822) | 9,212 | ||||||
| Other | (1,009) | 1,753 | 3,200 | ||||||
| Valuation allowance | (31,607) | (222,185) | 46,760 | ||||||
| Provision for income taxes | $ | 13,237 | $ | 11,065 | $ | 9,061 |
The components of the net deferred income tax asset (liability) accounts are as follows:
| As of December 31, | |||||||||
| 2017 | 2016 | ||||||||
| (in thousands) | |||||||||
| Noncurrent deferred tax assets: | |||||||||
| Net operating losses | $ | 65,257 | $ | 50,143 | |||||
| Property, equipment, and intangible basis differences | 3,038 | 2,583 | |||||||
| Accrued liabilities | 11,933 | 12,264 | |||||||
| Non-cash compensation | 7,500 | 19,908 | |||||||
| Deferred revenue | 2,110 | 3,904 | |||||||
| Allowance for doubtful accounts | 5,978 | 6,187 | |||||||
| Currency translation | 34,895 | 33,088 | |||||||
| Other | 2,698 | 1,032 | |||||||
| Valuation allowance | (38,802) | (70,233) | |||||||
| Total noncurrent deferred tax assets, net (1) | 94,607 | 58,876 | |||||||
| Noncurrent deferred tax liabilities: | |||||||||
| Property, equipment, and intangible basis differences | (98,589) | (65,459) | |||||||
| Straight-line rents | (22,740) | (18,081) | |||||||
| Deferred lease costs | (2,242) | (1,087) | |||||||
| Other | (136) | (922) | |||||||
| Total noncurrent deferred tax liabilities, net (1) | $ | (29,100) | $ | (26,673) |
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(1)Of these amounts, $1,670 and $30,770 are included in Other assets and Other long-term liabilities, respectively on the accompanying Consolidated Balance Sheets as of December 31, 2017. As of December 31, 2016, $774 and $27,447 are included in Other assets and Other long-term liabilities on the accompanying Consolidated Balance Sheet.
A deferred tax asset is reduced by a valuation allowance if based on the weight of all available evidence, including both positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that the value of such assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the existence of sufficient taxable income of the same character during the carryback or carryforward period. All sources of taxable income available to realize the deferred tax asset, including the future reversal of existing temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies, should be considered.
The Company has recorded a valuation allowance for the majority of its deferred tax assets as management believes that it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the assets. Valuation allowances of $38.8 million and $70.2 million were being carried to offset net deferred income tax assets as of December 31, 2017 and 2016, respectively. The net change in the valuation allowance for the years ended December 31, 2017 and 2016 was $31.4 million and $222.6 million, respectively.
The Company has available at December 31, 2017, a federal NOL carry-forward of approximately $1.1 billion. These NOL carry-forwards will expire between 2022 and 2036. As of December 31, 2017, $956.7 million of the federal NOLs are attributes of the REIT. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized. The Internal Revenue Code places limitations upon the future availability of NOLs based upon changes in the equity of the Company. If these occur, the ability of the Company to offset future income with existing NOLs may be limited. In addition, the Company has available at December 31, 2017, a foreign NOL carry-forward of $79.5 million and a net state operating tax loss carry-forward of approximately $456.1 million. These net operating tax loss carry-forwards begin to expire in 2018.
The U.S. tax losses generated in tax years 1999 through 2014 remain subject to adjustment, and tax years 2014 through 2017 are open to examination by the major jurisdictions in which the Company operates.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation in the form of the Tax Cuts and Jobs Act (the “Tax Act”) that significantly revises the U.S. tax code effective January 1, 2018 by, among other things, lowering the corporate income tax rate from a top marginal rate of 35% to a flat 21%, imposing a mandatory one-time deemed repatriation of foreign earnings (commonly referred to as the “transition tax”), limiting deductibility of interest expense and certain executive compensation and implementing a territorial tax system. The full impact of this change in tax law is provisional and subject to further analysis.
The Company does not expect to remit earnings from its foreign subsidiaries. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $102.2 million at December 31, 2017. Those earnings are considered to be permanently reinvested and the Company could be subject to withholding taxes payable to various foreign countries. The Tax Act passed December 22, 2017 caused the Company to record a one-time income inclusion of unremitted earnings in the amount of $52.4 million. The Company's provisional calculation of its remaining outside basis difference is not considered material. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities (i.e., basis difference other than those subject to the one-time transition tax) is not practicable due to the complexities of the hypothetical calculation in determining residual taxes on undistributed earnings, including the availability of foreign tax credits, applicability of any additional local withholding tax, and other indirect tax consequence that may arise due to the distribution of these earnings.
The global intangible low-taxed income (“GILTI”) provisions of the Tax Act impose a tax on the income of certain foreign subsidiaries in excess of a specified return on tangible assets used by the foreign companies. FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. Given the complexity of the GILTI provisions, the Company is still evaluating the effects of the GILTI provisions and has not yet determined the new accounting policy. At December 31, 2017, the Company is still evaluating the GILTI provisions and the analysis of future taxable income that is subject to GILTI, the Company is still unable to make a reasonable estimate and has not reflected any adjustments related to GILTI in the Company's consolidated financial statements.
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16.COMMITMENTS AND CONTINGENCIES
Leases
The Company is obligated under various non-cancelable operating leases for land, office space, equipment and site leases that expire at various times through December 2152. In addition, the Company is obligated under various non-cancelable capital leases for vehicles that expire at various times through September 2021.
The annual minimum lease payments under non-cancelable operating (primarily ground or land leases) and capital leases for the next five years as of December 31, 2017 are as follows (in thousands):
| For the year ended December 31, | Capital Leases | Operating Leases | ||||
| 2018 | $ | 1,199 | $ | 220,190 | ||
| 2019 | 654 | 222,489 | ||||
| 2020 | 226 | 224,148 | ||||
| 2021 | 31 | 226,528 | ||||
| 2022 | — | 228,093 | ||||
| Total minimum lease payments | 2,110 | |||||
| Less: amount representing interest | (113) | |||||
| Present value of future payments | 1,997 | |||||
| Less: current obligations | (1,147) | |||||
| Long-term obligations | $ | 850 |
Future minimum rental payments under noncancelable ground leases include payments for certain renewal periods at the Company’s option because failure to renew could result in a loss of the applicable tower and related revenue from tenant leases, thereby making it reasonably assured that the Company will renew the lease. The majority of operating leases provide for renewal at varying escalations. Fixed rate escalations have been included in the table disclosed above.
Rent expense for operating leases was $266.4 million, $253.7 million and $239.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. In addition, certain of the Company’s leases include contingent rent provisions which provide for the lessor to receive additional rent upon the attainment of certain tower operating results and/or lease-up. Contingent rent expense for the years ended December 31, 2017, 2016 and 2015 was $26.6 million, $25.0 million and $24.4 million, respectively.
Tenant Leases
The annual minimum tower lease income to be received for tower space and antenna rental under non-cancelable operating leases for the next five years as of December 31, 2017 are as follows:
| For the year ended December 31, | (in thousands) | |||||
| 2018 | $ | 1,437,107 | ||||
| 2019 | 1,267,458 | |||||
| 2020 | 1,060,017 | |||||
| 2021 | 803,351 | |||||
| 2022 | 536,685 |
The Company’s tenant leases provide for annual escalations and multiple renewal periods, at the tenant’s option. The tenant rental payments disclosed in the table above do not assume exercise of any tenant renewal options, however, fixed rate escalations have been included for the current term.
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Litigation
The Company is involved in various claims, lawsuits and 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 that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
Contingent Purchase Obligations
From time to time, the Company agrees to pay additional consideration (or earnouts) for acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the one to three years after they have been acquired. Please refer to Note 3.
17.DEFINED CONTRIBUTION PLAN
The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides for voluntary employee contributions up to the limitations set forth in Section 402(g) of the Internal Revenue Code. Employees have the opportunity to participate following completion of three months of employment and must be 21 years of age. Employer matching begins immediately upon the employee’s participation in the plan.
The Company makes a discretionary matching contribution of 75% of an employee’s contributions up to a maximum of $4,000 annually. Company matching contributions were approximately $2.0 million, $2.0 million and $2.1 million for the years ended December 31, 2017, 2016 and 2015, respectively.
18.SEGMENT DATA
The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level.
Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.
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| Domestic Site | Int'l Site | Site | Not Identified | ||||||||||||
| Leasing | Leasing | Development | by Segment | Total | |||||||||||
| For the year ended December 31, 2017 | (in thousands) | ||||||||||||||
| Revenues | $ | 1,308,389 | $ | 314,784 | $ | 104,501 | $ | — | $ | 1,727,674 | |||||
| Cost of revenues (2) | 260,826 | 98,701 | 86,785 | — | 446,312 | ||||||||||
| Operating profit | 1,047,563 | 216,083 | 17,716 | — | 1,281,362 | ||||||||||
| Selling, general, and administrative | 67,263 | 24,320 | 15,433 | 23,681 | 130,697 | ||||||||||
| Acquisition related adjustments and expenses | 8,171 | 4,196 | — | — | 12,367 | ||||||||||
| Asset impairment and decommission costs | 29,523 | 6,994 | 180 | — | 36,697 | ||||||||||
| Depreciation, amortization and accretion | 498,842 | 135,155 | 2,580 | 6,523 | 643,100 | ||||||||||
| Operating income (loss) | 443,764 | 45,418 | (477) | (30,204) | 458,501 | ||||||||||
| Other expense (principally interest expense | |||||||||||||||
| and other expense) | (341,610) | (341,610) | |||||||||||||
| Income before provision for income taxes | 116,891 | ||||||||||||||
| Cash capital expenditures (3) | 225,074 | 358,691 | 1,221 | 3,859 | 588,845 | ||||||||||
| For the year ended December 31, 2016 | |||||||||||||||
| Revenues | $ | 1,273,866 | $ | 264,204 | $ | 95,055 | $ | — | $ | 1,633,125 | |||||
| Cost of revenues (2) | 260,941 | 81,274 | 78,682 | — | 420,897 | ||||||||||
| Operating profit | 1,012,925 | 182,930 | 16,373 | — | 1,212,228 | ||||||||||
| Selling, general, and administrative (4) | 72,701 | 35,897 | 13,039 | 21,712 | 143,349 | ||||||||||
| Acquisition related adjustments and expenses | 6,233 | 6,907 | — | — | 13,140 | ||||||||||
| Asset impairment and decommission costs | 26,073 | 1,824 | — | 2,345 | 30,242 | ||||||||||
| Depreciation, amortization and accretion | 509,108 | 119,466 | 3,402 | 6,213 | 638,189 | ||||||||||
| Operating income (loss) | 398,810 | 18,836 | (68) | (30,270) | 387,308 | ||||||||||
| Other expense (principally interest expense | |||||||||||||||
| and other expense) | (300,005) | (300,005) | |||||||||||||
| Income before provision for income taxes | 87,303 | ||||||||||||||
| Cash capital expenditures (3) | 310,256 | 102,282 | 1,955 | 3,710 | 418,203 | ||||||||||
| For the year ended December 31, 2015 | |||||||||||||||
| Revenues | $ | 1,236,758 | $ | 243,876 | $ | 157,840 | $ | — | $ | 1,638,474 | |||||
| Cost of revenues (2) | 252,493 | 72,162 | 119,744 | — | 444,399 | ||||||||||
| Operating profit | 984,265 | 171,714 | 38,096 | — | 1,194,075 | ||||||||||
| Selling, general, and administrative | 67,413 | 16,196 | 12,247 | 19,095 | 114,951 | ||||||||||
| Acquisition related adjustments and expenses | 9,975 | 1,889 | — | — | 11,864 | ||||||||||
| Asset impairment and decommission costs | 93,977 | 806 | — | — | 94,783 | ||||||||||
| Depreciation, amortization and accretion | 534,436 | 118,886 | 3,662 | 3,037 | 660,021 | ||||||||||
| Operating income (loss) | 278,464 | 33,937 | 22,187 | (22,132) | 312,456 | ||||||||||
| Other expense (principally interest expense | |||||||||||||||
| and other expense) | (479,051) | (479,051) | |||||||||||||
| Loss before provision for income taxes | (166,595) | ||||||||||||||
| Cash capital expenditures (3) | 709,337 | 94,693 | 3,495 | 13,339 | 820,864 |
F-41
| Domestic Site | Int'l Site | Site | Not Identified | ||||||||||||
| Leasing | Leasing | Development | by Segment (1) | Total | |||||||||||
| Assets | (in thousands) | ||||||||||||||
| As of December 31, 2017 | $ | 5,171,190 | $ | 2,028,479 | $ | 49,487 | $ | 71,049 | $ | 7,320,205 | |||||
| As of December 31, 2016 | $ | 5,396,394 | $ | 1,839,703 | $ | 43,769 | $ | 81,079 | $ | 7,360,945 |
(1)Assets not identified by segment consist primarily of general corporate assets.
(2)Excludes depreciation, amortization, and accretion.
(3)Includes cash paid for capital expenditures and acquisitions and vehicle capital lease additions.
(4) International site leasing includes the impact of the $16,498 Oi reserve for the year ended December 31, 2016.
Other than Brazil, no foreign country represented a material amount of our total revenues in any of the periods presented. Site leasing revenue in Brazil was $217.4 million for 2017, $178.3 million for 2016, and $169.6 million for 2015. Total long-lived assets in Brazil was $1,278.9 million as of December 31, 2017, $1,096.4 million as of December 31, 2016, and $923.6 million as of December 31, 2015.
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19.QUARTERLY FINANCIAL DATA (unaudited)
| Quarter Ended | ||||||||||||
| December 31, | September 30, | June 30, | March 31, | |||||||||
| 2017 | 2017 | 2017 | 2017 | |||||||||
| (in thousands, except per share amounts) | ||||||||||||
| Revenues | $ | 443,073 | $ | 433,945 | $ | 427,294 | $ | 423,362 | ||||
| Operating income | 119,081 | 117,011 | 114,590 | 107,819 | ||||||||
| Depreciation, accretion, and amortization | (162,643) | (161,907) | (159,520) | (159,030) | ||||||||
| Loss from extinguishment of debt, net | — | — | (1,961) | — | ||||||||
| Net income | 7,660 | 49,161 | 9,233 | 37,600 | ||||||||
| Net income per common share - basic (1) | $ | 0.07 | $ | 0.41 | $ | 0.08 | $ | 0.31 | ||||
| Net income per common share - diluted | 0.06 | 0.41 | 0.08 | 0.31 | ||||||||
| Quarter Ended | ||||||||||||
| December 31, | September 30, | June 30, | March 31, | |||||||||
| 2016 | 2016 | 2016 | 2016 | |||||||||
| (in thousands, except per share amounts) | ||||||||||||
| Revenues | $ | 416,505 | $ | 411,319 | $ | 405,532 | $ | 399,769 | ||||
| Operating income | 107,430 | 108,210 | 74,066 | 97,602 | ||||||||
| Depreciation, accretion, and amortization | (158,554) | (160,111) | (159,723) | (159,801) | ||||||||
| Loss from extinguishment of debt, net | (18,189) | (34,512) | — | — | ||||||||
| Net income (loss) | 5,256 | (15,370) | 32,711 | 53,641 | ||||||||
| Net income per common share - basic | $ | 0.04 | $ | (0.12) | $ | 0.26 | $ | 0.43 | ||||
| Net income per common share - diluted | 0.04 | (0.12) | 0.26 | 0.43 |
| (1) | The sums of quarterly earnings per share data may not equal annual data due to rounding. |
|---|
Basic and diluted net income (loss) per share is computed by dividing net income by the weighted average number of shares for the period. Potentially dilutive instruments have been excluded from the computation of diluted loss per share as their impact would have been anti-dilutive.
Because net income (loss) per share amounts are calculated using the weighted average number of common and dilutive common shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total loss per share amounts for the year.
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Previous: Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES