Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.
The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2017:
| 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total | Fair Value | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||
| 2014 Senior Notes | $ | — | $ | — | $ | — | $ | — | $ | 750,000 | $ | — | $ | 750,000 | $ | 770,625 | ||||||||
| 2016 Senior Notes | — | — | — | — | — | 1,100,000 | 1,100,000 | 1,127,500 | ||||||||||||||||
| 2017 Senior Notes | — | — | — | — | 750,000 | — | 750,000 | 750,938 | ||||||||||||||||
| 2013-1C Tower Securities (1)(2) | 425,000 | — | — | — | — | — | 425,000 | 423,853 | ||||||||||||||||
| 2013-2C Tower Securities (1) | — | — | — | — | — | 575,000 | 575,000 | 578,433 | ||||||||||||||||
| 2013-1D Tower Securities (1)(2) | 330,000 | — | — | — | — | — | 330,000 | 330,145 | ||||||||||||||||
| 2014-1C Tower Securities (1) | — | 920,000 | — | — | — | — | 920,000 | 915,216 | ||||||||||||||||
| 2014-2C Tower Securities (1) | — | — | — | — | — | 620,000 | 620,000 | 620,942 | ||||||||||||||||
| 2015-1C Tower Securities (1) | — | — | 500,000 | — | — | — | 500,000 | 496,840 | ||||||||||||||||
| 2016-1C Tower Securities (1) | — | — | — | 700,000 | — | — | 700,000 | 691,166 | ||||||||||||||||
| 2017-1C Tower Securities (1) | — | — | — | — | 760,000 | — | 760,000 | 751,404 | ||||||||||||||||
| Revolving Credit Facility | — | — | 40,000 | — | — | — | 40,000 | 40,000 | ||||||||||||||||
| 2014 Term Loan | 15,000 | 15,000 | 15,000 | 1,402,500 | — | — | 1,447,500 | 1,451,119 | ||||||||||||||||
| 2015 Term Loan | 5,000 | 5,000 | 5,000 | 5,000 | 467,500 | — | 487,500 | 488,109 | ||||||||||||||||
| Total debt obligation | $ | 775,000 | $ | 940,000 | $ | 560,000 | $ | 2,107,500 | $ | 2,727,500 | $ | 2,295,000 | $ | 9,405,000 | $ | 9,436,290 |
(1)The anticipated repayment date and the final maturity date for the 2013-1C Tower Securities is April 10, 2018 and April 9, 2043, respectively.
The anticipated repayment date and the final maturity date for the 2013-2C Tower Securities is April 11, 2023 and April 9, 2048, respectively.
The anticipated repayment date and the final maturity date for the 2013-1D Tower Securities is April 10, 2018 and April 9, 2043, respectively.
The anticipated repayment date and the final maturity date for the 2014-1C Tower Securities is October 8, 2019 and October 11, 2044, respectively.
The anticipated repayment date and the final maturity date for the 2014-2C Tower Securities is October 8, 2024 and October 8, 2049, respectively.
The anticipated repayment date and the final maturity date for the 2015-1C Tower Securities is October 8, 2020 and October 10, 2045, respectively.
The anticipated repayment date and the final maturity date for the 2016-1C Tower Securities is July 9, 2021 and July 10, 2046, respectively.
The anticipated repayment date and the final maturity date for the 2017-1C Tower Securities is April 11, 2022 and April 9, 2047, respectively.
(2)Proceeds from the issuance of the 2018-1C Tower Securities, which, once issued, will be due March 9, 2023, are expected to be used to repay the full $425.0 million outstanding under the 2013-1C Tower Securities and the full $330.0 million outstanding under the 2013-1D Tower Securities.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on our 2014 Term Loan and 2015 Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt. While we cannot predict our ability to
refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Argentina, Colombia, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Canada, Chile, and Colombia, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In Peru and Argentina, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the year ended December 31, 2017, approximately 13.5% of our revenues and approximately 16.3% of our total operating expenses were denominated in foreign currencies.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, 2017. As of December 31, 2017, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.1% and 2.8%, respectively, for the year ended December 31, 2017.
As of December 31, 2017, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, 2017 would have resulted in approximately $56.4 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, 2017.
Special Note Regarding Forward-Looking Statements
This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this annual report contains forward-looking statements regarding:
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our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, the trends developing in our industry, and competitive factors;
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our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;
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our intent to grow our tower portfolio domestically and internationally and expend through organic lease up on existing towers;
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our ability to grow our tower portfolio without proportionately increasing selling, general, and administrative expenses;
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our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements;
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our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments;
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our belief that our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures;
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our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;
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our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;
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our belief regarding the impact of our ground lease purchase program;
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our ability to remain qualified as a REIT and the timing of such qualification and our election to be subject to tax as a REIT;
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our belief that our business is currently operated in a manner that complies with the REIT rules and our intent to continue to do so;
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our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions;
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our expectations regarding the use of NOLs to reduce REIT taxable income;
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our expectations regarding our capital allocation strategy, the impact of our election to be taxed as a REIT on that strategy, and our goal of increasing our Adjusted Funds From Operations per share;
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and our goal of increasing our Adjusted Funds From Operations per share;
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our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
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our intended use of our liquidity;
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our expectations regarding our debt service in 2018 and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
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the timing of closing of pending financings and the expected use of proceeds;
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our belief regarding our credit risk;
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our estimates with respect to tax matters as a result of the Tax Act and our expectation that one-time income charges recognized as a result of the Tax Act will be offset by our existing NOLs; and
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our estimates regarding certain tax and accounting matters, including the impact on our financial statements.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
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the impact of consolidation among wireless service providers on our leasing revenue;
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our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;
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our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership;
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our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;
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developments in the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect the willingness or ability of the wireless service providers to expend capital to fund network expansion or enhancements;
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our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;
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our ability to secure and deliver anticipated services business at contemplated margins;
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our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that arise in connection with the building of new towers;
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competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;
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our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;
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our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;
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our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;
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the impact of rising interest rates and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;
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our ability to successfully estimate the impact of regulatory and litigation matters;
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natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;
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a decrease in demand for our towers;
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the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;
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our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules;
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our ability to utilize available NOLs to reduce REIT taxable income;
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the complexity of the Tax Act and our ability to accurately interpret and predict its impact on our financial condition and results; and
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our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income.
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