ITEM 2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a leading independent
owner and operator of wireless communications infrastructure, including tower structures, rooftops and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, and Canada. Our primary business line is our site leasing business, which contributed
97.3%
of our total segment operating profit for the
three
months ended
March 31, 2019
. In our site leasing business, we (1) lease antenna space to wireless service providers on towers that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of
March 31, 2019
, we owned
29,687
towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks
.
Site Leasing
Our primary focus is the leasing of antenna space on our
multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, Canada, Central America, and South America. As of
March 31, 2019
, (1) no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the
three
months ended
March 31, 2019
. In addition, as of
March 31, 2019
, approximately
28.8%
of our total towers are located in Brazil and less than 3% of our total towers are located in any of our other international markets (each country is considered a market). We derive site leasing revenues primarily from wireless service provider tenants, including AT&T,
Sprint,
T-Mobile, Verizon Wireless, Oi S.A., Telefonica, Claro, and TIM. Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site. In the United States and Canada, our tenant leases are generally for an initial term of five to ten years with
multiple
5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases in our Central American and South American markets typically have an initial term of ten years with multiple
5
-year renewal periods. In Central America, we have similar rent escalators
to that of leases in the United States and Canada while our leases in South America escalate in accordance with a standard cost of living index. Site
leases in South America typically provide for a fixed rental amount and a pass through charge for the underlying
ground lease rent.
Cost of site leasing revenue primarily consists of:
|
·
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|
Cash and non-cash r
ental
expense
on ground leases and other underlying property interests;
|
|
·
|
|
Site maintenance and monitoring costs (exclusive of employee related costs);
|
|
·
|
|
Property insurance;
and
|
|
·
|
|
Lease o
rigination cost amortization.
|
Gro
und leases are generally for an
initial term of five years or more with
multiple 5-year renewal periods
at our option and provide for rent escalators which typically
average 2-3%
annually, or in our South American markets, adjust in accordance with a standard cost of living index. As of
March 31, 2019
, approximately
71%
of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of
the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.
In our Central American markets and Ecuador, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases, tenant leases, and tower-related expenses are paid in U.S. dollars. In our Central American markets and Ecuador, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada,
and
Chile, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in local currency. In
Colombia,
Argentina
,
and Peru, our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Not
e 14 of our Condensed Notes to consolidated financial s
tatements included in this quarterly report.
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For the three months ended
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|
March 31,
|
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|
Segment operating profit as a percentage of total
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Domestic site leasing
|
|
|
80.6%
|
|
|
80.7%
|
International site leasing
|
|
|
16.7%
|
|
|
17.8%
|
Total site leasing
|
|
|
97.3%
|
|
|
98.5%
|
We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation or cessation of a particular technology. We believe that over the
long-term, site leasing revenues will continue to grow as wireless service providers
lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and networ
k coverage requirements. During
2019
, we expe
ct organic site leasing revenue
in both our domestic and international segments to increase over
2018
levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower
capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology (e.g.
MetroPCS, Leap, Clearwire, and
iDEN
).
Site Development
Our site development business
, which is conducted in the United States only,
is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locat
ions. Site development
revenues are earned primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.
Capital Allocation Strategy
Our capital allocation strategy is to prioritize investment in quality assets that meet our return criteria and then stock repurchases when we believe our stock price is below
its
intrinsic value. A primary goal of our capital allocation strategy is to increase our Adjusted Funds From Operations per share. To achieve this, we expect we would continue to deploy capital between portfolio growth and stock repurchases, subject to compliance with REIT distribution requirements, available funds and market conditions, while maintaining our target leverage levels. Key elements of our capital allocation strategy include:
Portfolio Growth.
We intend to continue to grow our tower portfolio, domestically and internationally, through tower acquisitions and the construction of new towers
that meet our internal return on invested capital criteria
.
Stock Repurchase Program.
We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes listed in the Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is
discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounti
ng policies, see Note 2 of our consolidated financial s
tatements contained in our Annual Report on Form 10-K for the year ended
December 31, 2018
. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses
during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can
be no assurance that actual results will not differ from those estimates and such differences could be significant.
Lease Accounting
We
adopted ASU No. 2016-02, Leases (“Topic 842”) using the modified retrospective adoption method with an effective date of January 1, 2019. This standard requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.
The adoption of the new lease standard had a significant impact on
our
Consolidated Balance Sheets
but
did not have a significant impact on
our
lease classification or a material impact on
our
Consolidated Statements of Operations and liquidity. Additionally,
the
adoption of Topic 842 did not have a material impact on
our
debt covenant compliance under
our
current agreements.
We have elected to not separate nonlease components from the associated lease component for all underlying classes of assets.
In order to calculate our lease liability, we make certain assumptions related to lease term and discount rate. For lease ter
ms, we evaluate renewal options
. When available, we use the rate implicit in the lease to discount lease payments to present value. However, our ground leases generally do not provide a readily determinable im
plicit rate. Therefore, we estimate the incremental borrowing rate to discount lease payments based on
the lease term and lease currency
. We use publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.
RESULTS OF OPERATIONS
This report presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by
the average monthly exchange rates of the prior year period, a
s well as
by eliminating the impact of the remeasurement of our intercompany loans.
Three
Months Ended
March 31, 2019
Compared to
Three
Months Ended
March 31, 2018
Revenues and Segment Operating Profit
:
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|
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|
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|
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|
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For the three months ended
|
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|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
(in thousands)
|
|
|
|
Domestic site leasing
|
|
$
|
362,838
|
|
$
|
341,707
|
|
$
|
—
|
|
$
|
21,131
|
|
|
6.2%
|
International site leasing
|
|
|
89,345
|
|
|
88,835
|
|
|
(9,449)
|
|
|
9,959
|
|
|
11.2%
|
Site development
|
|
|
41,110
|
|
|
27,760
|
|
|
—
|
|
|
13,350
|
|
|
48.1%
|
Total
|
|
$
|
493,293
|
|
$
|
458,302
|
|
$
|
(9,449)
|
|
$
|
44,440
|
|
|
9.7%
|
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing
|
|
$
|
65,114
|
|
$
|
65,015
|
|
$
|
—
|
|
$
|
99
|
|
|
0.2%
|
International site leasing
|
|
|
27,600
|
|
|
27,802
|
|
|
(3,175)
|
|
|
2,973
|
|
|
10.7%
|
Site development
|
|
|
31,101
|
|
|
22,520
|
|
|
—
|
|
|
8,581
|
|
|
38.1%
|
Total
|
|
$
|
123,815
|
|
$
|
115,337
|
|
$
|
(3,175)
|
|
$
|
11,653
|
|
|
10.1%
|
Operating Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic site leasing
|
|
$
|
297,724
|
|
$
|
276,692
|
|
$
|
—
|
|
$
|
21,032
|
|
|
7.6%
|
International site leasing
|
|
|
61,745
|
|
|
61,033
|
|
|
(6,274)
|
|
|
6,986
|
|
|
11.4%
|
Site development
|
|
|
10,009
|
|
|
5,240
|
|
|
—
|
|
|
4,769
|
|
|
91.0%
|
Revenues
Domestic site leasing
revenues
increase
d
$21.1
million for the
three
months ended
March 31, 2019
, as compared to the
prior year, primarily due to (1
) revenues from
319
towers acquired and
37
towers built since
January 1, 2018
and (
2
) organic site leasing
growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals primarily by MetroPCS,
Leap,
Clearwire,
and iDEN
.
Inte
rnational site leasing revenues
increase
d
$0.5
million for the
three
months ended
March 31, 2019
, as compared to the prior year. On a constant currency basis, international site leasing revenues
increase
d
$10.0
million. These changes were primarily due to (
1
) revenues from
1,051
towers acquired and
448
towers built since
January 1, 2018
and
(2
) organic site leasing growth from new leases, amendments, and
contractual escalators
. Site leasing revenue in Brazil represented
12.4%
of total site leasing revenue for the period. No other individual international market represented more than 3% of our total site leasing revenue.
Site development revenues
increase
d $
13.4
million for the
three
months ended
March 31, 2019
, as compared to prior year, as a result of
increase
d carrier activity
primarily driven by network expansion by Sprint and T-Mobile
.
Operating Profit
Domestic site leasing segment operating profit
increase
d
$21.0
million for the
three
months ended
March 31, 2019
, as compared to the prior year, primarily due to additional profit generated by (
1
) towers acquired and built since
January 1, 2018
and organic site leasing growth as noted above, (
2
) continued control of our site leasing cost of revenue, and (
3
) the positive impact of our ground lease purchase program.
International site leasing segment operating profit
increase
d
$0.7
million for the
three
months ended
March 31, 2019
, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit
increased
$7.0
million. These changes were primarily due to additional profit generated by (
1
) towers acquired and built since
January 1, 2018
and organic site leasing growth
as noted above
, (
2
) continued control of our site leasing cost of revenue, and (
3
) the positive impact of our ground lease purchase program.
Site development segment operating profit
increase
d
$4.8
million for the
three
months ended
March 31, 2019
, as compared to the prior year, primarily due to an
increase in revenue from increased carrier activity
primarily driven by network expansion by Sprint and T-Mobile
as well as a change in the mix of work performed.
Selling, General, and Administrative Expenses:
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Domestic site leasing
|
|
$
|
28,893
|
|
$
|
19,339
|
|
$
|
—
|
|
$
|
9,554
|
|
|
49.4%
|
International site leasing
|
|
|
5,688
|
|
|
6,614
|
|
|
(297)
|
|
|
(629)
|
|
|
(9.5%)
|
Total site leasing
|
|
$
|
34,581
|
|
$
|
25,953
|
|
$
|
(297)
|
|
$
|
8,925
|
|
|
34.4%
|
Site development
|
|
|
5,706
|
|
|
4,077
|
|
|
—
|
|
|
1,629
|
|
|
40.0%
|
Not identified by segment
|
|
|
10,672
|
|
|
6,019
|
|
|
—
|
|
|
4,653
|
|
|
77.3%
|
Total
|
|
$
|
50,959
|
|
$
|
36,049
|
|
$
|
(297)
|
|
$
|
15,207
|
|
|
42.2%
|
Selling, general, and administrative
expenses
increase
d
$14.9
million for the
three
months ended
March 31, 2019
, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses
increase
d
$15.2
million. These changes were primarily as a result of
increase
s in
noncash compensation resulting from the adoption of the retirement plan as well as
personnel,
compensation
, benefits, and other support-related costs
, partially offset by a decrease in the provision
for doubtful accounts
due to a $2.3 million
partial
recovery of the Oi reserve in the first quarter of 2019
.
Acquisition
and New Business Initiatives
Related Adjustments and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Domestic site leasing
|
|
$
|
708
|
|
$
|
1,786
|
|
$
|
—
|
|
$
|
(1,078)
|
|
|
(60.4%)
|
International site leasing
|
|
|
1,729
|
|
|
1,258
|
|
|
(164)
|
|
|
635
|
|
|
50.5%
|
Total
|
|
$
|
2,437
|
|
$
|
3,044
|
|
$
|
(164)
|
|
$
|
(443)
|
|
|
(14.6%)
|
Acquisition
and new business initiatives
related adjustments and expenses
decrease
d
$0.6
million for the
three
months ended
March 31, 2019
, as compared to the prior year. On a constant currency basis, acquisition
and new business initiatives
related adjustments and expenses
decrease
d
$0.4
million. These changes
were primarily as a result of a
decrease
in third party acquisition and integration related costs compared to the prior year
.
Asset Impairment and Decommission Costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Domestic site leasing
|
|
$
|
3,634
|
|
$
|
6,726
|
|
$
|
—
|
|
$
|
(3,092)
|
|
|
(46.0%)
|
International site leasing
|
|
|
2,137
|
|
|
1,502
|
|
|
(122)
|
|
|
757
|
|
|
50.4%
|
Total site leasing
|
|
$
|
5,771
|
|
$
|
8,228
|
|
$
|
(122)
|
|
$
|
(2,335)
|
|
|
(28.4%)
|
Site development
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
(278)
|
|
|
(100.0%)
|
Total
|
|
$
|
5,771
|
|
$
|
8,506
|
|
$
|
(122)
|
|
$
|
(2,613)
|
|
|
(30.7%)
|
A
sset impairment
and decommission costs
decreased
$2.7
million for the
three
months ended
March 31, 2019
, as compared to the prior year.
On a constant currency basis, asset impairment and decommission costs
decreased
$2.6
million.
This change was primarily as a result of
a
$2.6
million
decrease
in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers
and
a
$0.2
million
decrease
in the impairment charge recor
ded on decommissioned towers
.
Depreciation, Accr
etion, and Amortization Expense
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Domestic site leasing
|
|
$
|
130,244
|
|
$
|
123,458
|
|
$
|
—
|
|
$
|
6,786
|
|
|
5.5%
|
International site leasing
|
|
|
38,795
|
|
|
39,680
|
|
|
(4,094)
|
|
|
3,209
|
|
|
8.1%
|
Total site leasing
|
|
$
|
169,039
|
|
$
|
163,138
|
|
$
|
(4,094)
|
|
$
|
9,995
|
|
|
6.1%
|
Site development
|
|
|
562
|
|
|
642
|
|
|
—
|
|
|
(80)
|
|
|
(12.5%)
|
Not identified by segment
|
|
|
1,437
|
|
|
1,618
|
|
|
—
|
|
|
(181)
|
|
|
(11.2%)
|
Total
|
|
$
|
171,038
|
|
$
|
165,398
|
|
$
|
(4,094)
|
|
$
|
9,734
|
|
|
5.9%
|
Depreciation, accretion, and amortization
expense
increased
$5.6
million for the
three
months ended
March 31, 2019
, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense
increased
$9.7
million.
These changes were primarily due to an increase in the number of towers we acquired and built since
January 1, 2018
, partially offset by the impact of assets that became fully depreciated since
the prior year period.
Operating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Domestic site leasing
|
|
$
|
134,245
|
|
$
|
125,383
|
|
$
|
—
|
|
$
|
8,862
|
|
|
7.1%
|
International site leasing
|
|
|
13,396
|
|
|
11,979
|
|
|
(1,597)
|
|
|
3,014
|
|
|
25.2%
|
Total site leasing
|
|
$
|
147,641
|
|
$
|
137,362
|
|
$
|
(1,597)
|
|
$
|
11,876
|
|
|
8.6%
|
Site development
|
|
|
3,741
|
|
|
243
|
|
|
—
|
|
|
3,498
|
|
|
1,439.5%
|
Not identified by segment
|
|
|
(12,109)
|
|
|
(7,637)
|
|
|
—
|
|
|
(4,472)
|
|
|
58.6%
|
Total
|
|
$
|
139,273
|
|
$
|
129,968
|
|
$
|
(1,597)
|
|
$
|
10,902
|
|
|
8.4%
|
Domestic site leasing operating
income
increase
d
$8.9
million for the
three
months ended
March 31, 2019
, as compared to the prior year, primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs
and acquisition
and new business initiatives
related adjustments and expenses
, partially offset by
increases in selling, general, and administrative expenses and
depreciation, accr
etion, and amortization expense
.
International site leasing operating income
increased
$1.4
million for the
three
months ended
March 31, 2019
, as compared to the prior year
. On a constant currency basis, international site leasing operating income increased
$3.0
million. These changes were primarily due to
higher segment operating profit, partially offset by
increases in depreciation, accretion, and amortization expenses
and acquisition
and new business initiatives
related adjustments and expenses
.
Site development operating income
increase
d
$3.5
million for the three months ended
March 31, 2019
, as compared to the prior year, primarily due to higher segment operating profit
, partially offset by increases
in selling, general, and administrative expenses
.
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Interest income
|
|
$
|
1,800
|
|
$
|
1,295
|
|
$
|
(106)
|
|
$
|
611
|
|
|
47.2%
|
Interest expense
|
|
|
(98,667)
|
|
|
(88,923)
|
|
|
(5)
|
|
|
(9,739)
|
|
|
11.0%
|
Non-cash interest expense
|
|
|
(641)
|
|
|
(733)
|
|
|
—
|
|
|
92
|
|
|
(12.6%)
|
Amortization of deferred financing fees
|
|
|
(5,061)
|
|
|
(5,388)
|
|
|
—
|
|
|
327
|
|
|
(6.1%)
|
Loss from extinguishment of debt, net
|
|
|
—
|
|
|
(645)
|
|
|
—
|
|
|
645
|
|
|
(100.0%)
|
Other (expense) income, net
|
|
|
(508)
|
|
|
4,553
|
|
|
(3,834)
|
|
|
(1,227)
|
|
|
(41.9%)
|
Total
|
|
$
|
(103,077)
|
|
$
|
(89,841)
|
|
$
|
(3,945)
|
|
$
|
(9,291)
|
|
|
10.2%
|
Interest expense
increase
d
$9.7
million for the
three
months ended
March 31, 2019
, as compared to the prior year. These changes were due to a higher weighted average interest rate and higher average principal amount of cash
-interest bearing debt outstanding as
compared to the prior year.
Other (expense) inco
me, net includes a
$2.1
million
loss
on the remeasurement of U.S. dollar denominated intercompany loans with a Brazilian subsidiary for the
three
months ended
March 31, 2019
, while t
he prior year period included a
$1.6
million
gain
.
Provision for Income Taxes
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Provision for income taxes
|
|
$
|
(10,207)
|
|
$
|
(8,582)
|
|
$
|
1,516
|
|
$
|
(3,141)
|
|
|
36.6%
|
Provision
for income
taxes
increased
$1.6
million for the
three
months ended
March 31, 2019
, as compared to the prior year.
On a constant currency basis, provision for income taxes
increased
$3.1
million.
These
changes were primarily
due to a
$
1.8
million
increase in
Brazilian d
eferred tax
provision and a $
1
.1
million accrual for deferred
withholding
taxes on foreign earnings
.
Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Net income
|
|
$
|
25,989
|
|
$
|
31,545
|
|
$
|
(4,026)
|
|
$
|
(1,530)
|
|
|
(5.1%)
|
Net
income
decreased
$5.6
million for the
three
months ended
March 31, 2019
, as compared to the prior year. This change was primarily due to
increase
s
in the provision for income taxes
and
interest expense and
fluctuations in foreign currency exchange rates including changes
recorded on the remeasurement of the U.S. dollar denominated intercompany loans with a Brazilian s
ubsidiary (net of the tax impact
)
, partially offset by
an increase in operating
income.
NON-GAAP FINANCIAL MEASURES
This report contains information regarding a non-GAAP measure, Adjusted EBITDA. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange
rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency
exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the
average monthly exchange rates of the prior year period, a
s well as
by eliminating the impact of the remeasurement of our intercompany loans.
Adjusted EBITDA
We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition
and new business initiatives
related adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and amortization, and provision for or benefit from taxes.
We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is a component of the calculation that has been used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2014 Senior Notes, 2016 Senior Notes, and 2017 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
Constant
|
|
|
March 31,
|
|
Foreign
|
|
Constant
|
|
Currency
|
|
|
2019
|
|
2018
|
|
Currency Impact
|
|
Currency Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Net income
|
|
$
|
25,989
|
|
$
|
31,545
|
|
$
|
(4,026)
|
|
$
|
(1,530)
|
|
|
(5.1%)
|
Non-cash straight-line leasing revenue
|
|
|
(2,645)
|
|
|
(5,468)
|
|
|
158
|
|
|
2,665
|
|
|
(48.7%)
|
Non-cash straight-line ground lease expense
|
|
|
6,089
|
|
|
6,778
|
|
|
(4)
|
|
|
(685)
|
|
|
(10.1%)
|
Non-cash compensation
|
|
|
23,414
|
|
|
10,410
|
|
|
(170)
|
|
|
13,174
|
|
|
126.6%
|
Loss from extinguishment of debt, net
|
|
|
—
|
|
|
645
|
|
|
—
|
|
|
(645)
|
|
|
(100.0%)
|
Other expense (income), net
|
|
|
508
|
|
|
(4,553)
|
|
|
3,834
|
|
|
1,227
|
|
|
41.9%
|
Acquisition and new business initiatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
related adjustments and expenses
|
|
|
2,437
|
|
|
3,044
|
|
|
(164)
|
|
|
(443)
|
|
|
(14.6%)
|
Asset impairment and decommission costs
|
|
|
5,771
|
|
|
8,506
|
|
|
(122)
|
|
|
(2,613)
|
|
|
(30.7%)
|
Interest income
|
|
|
(1,800)
|
|
|
(1,295)
|
|
|
106
|
|
|
(611)
|
|
|
47.2%
|
Interest expense
(1)
|
|
|
104,369
|
|
|
95,044
|
|
|
5
|
|
|
9,320
|
|
|
9.8%
|
Depreciation, accretion, and amortization
|
|
|
171,038
|
|
|
165,398
|
|
|
(4,094)
|
|
|
9,734
|
|
|
5.9%
|
Provision for income taxes
(2)
|
|
|
10,404
|
|
|
8,775
|
|
|
(1,517)
|
|
|
3,146
|
|
|
35.9%
|
Adjusted EBITDA
|
|
$
|
345,574
|
|
$
|
318,829
|
|
$
|
(5,994)
|
|
$
|
32,739
|
|
|
10.3%
|
|
(1)
|
|
Interest expense includes interest expense, non-cash
interest expense, and amortization of deferred financing fees.
|
|
(2)
|
|
Provision for taxes includes
$197
and
$193
of franchise
taxes for the
three
months ended
March 31, 2019
and
2018
, respectively
,
reflected in selling, general, and administrative expenses on the Consolidated Statement
s
of Operations.
|
Adjusted EBITDA
increase
d
$26.7
million for the
three
months ended
March 31, 2019
, as compared to the prior year period. On a constant currency basis,
A
djusted EBITDA
increase
d
$32.7
million.
These changes were pri
marily due to
higher
segment operating profi
t.
LIQUIDITY AND CAPITAL RESOURCES
SBAC is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.
A summary of our cash flows is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
March 31, 2019
|
|
March 31, 2018
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Cash provided by operating activities
|
|
$
|
222,665
|
|
$
|
178,577
|
Cash used in investing activities
|
|
|
(84,976)
|
|
|
(151,597)
|
Cash (used in) provided by financing activities
|
|
|
(158,047)
|
|
|
34,049
|
Change in cash, cash equivalents, and restricted cash
|
|
|
(20,358)
|
|
|
61,029
|
Effect of exchange rate changes on cash, cash equiv., and restricted cash
|
|
|
(14,071)
|
|
|
(504)
|
Cash, cash equivalents, and restricted cash, beginning of period
|
|
|
178,300
|
|
|
104,295
|
Cash, cash equivalents, and restricted cash, end of period
|
|
$
|
143,871
|
|
$
|
164,820
|
Operating Activities
Cash provided by operating activities was
$222.7
million for t
he
three
months ended
March 31, 2019
as compared to
$178.6
million for the
three
months ended
March 31, 2018
. The
increase
was primarily due to
an increase
in segment operating profit
and
a decrease
in cash outflows associated with working capital changes
, partially offset
by an increase in
selling, general, and administrative expenses and
cash interest payments
.
Investing Activities
A detail of our cash capital expenditures is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Acquisitions of towers and related intangible assets
|
|
$
|
42,148
|
|
$
|
108,355
|
Construction and related costs on new builds
|
|
|
15,426
|
|
|
13,271
|
Augmentation and tower upgrades
|
|
|
13,703
|
|
|
10,345
|
Land buyouts and other assets
(1)
|
|
|
13,139
|
|
|
9,267
|
Tower maintenance
|
|
|
6,420
|
|
|
6,664
|
General corporate
|
|
|
825
|
|
|
816
|
Total cash capital expenditures
|
|
$
|
91,661
|
|
$
|
148,718
|
|
(1)
|
|
Excludes
$3.8
million and
$6.6
million
spent to extend
ground lease term
s for
the
three
months ended
March 31, 2019
and
2018
, respectively.
|
For
2019
, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of
$31.0
million to
$41.0
million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of
$325.0
million to
$345.0
million. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit
Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.
Financing Activities
A detail of our financing activities is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
|
|
|
March 31, 2019
|
|
March 31, 2018
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Net (repayments) borrowings under Revolving Credit Facility
(1)
|
|
$
|
(215,000)
|
|
$
|
195,000
|
Repayment of Tower Securities
(1)
|
|
|
—
|
|
|
(755,000)
|
Proceeds from issuance of Tower Securities, net of fees
(1)
|
|
|
—
|
|
|
631,848
|
Repurchase and retirement of common stock
(2)
|
|
|
—
|
|
|
(38,545)
|
Proceeds from employee stock purchase/stock option plans
|
|
|
63,475
|
|
|
6,901
|
Other financing activities
|
|
|
(6,522)
|
|
|
(6,155)
|
Net cash (used in) provided by financing activities
|
|
$
|
(158,047)
|
|
$
|
34,049
|
|
(1)
|
|
For additional information regarding our debt offerings, refer to the Debt Instruments and Debt Service Requirements below.
|
|
(2)
|
|
As of the date of this filing, we
had
$204.5
million of authorization remaining under the current stock repurchase plan.
During the three months ended March 31, 2018, we repurchased 0.2 million shares of our Class A common stock under our current stock repurchase plan for $38.5 million at a weighted average price per share of $161.60. S
hares repurchased were retired.
|
Registration Statements
We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the
three
months ended
March 31, 2019
,
we
issue
d
10,000 shares
of Class A common stock under this registration statement. As of
March 31, 2019
, we had approximately
1.2
million shares of Class A common stock remaining under thi
s shelf registration statement.
On March 5, 2018, we filed with the Commission an automatic shelf registration statement
for well-known seasoned issuers on Form S-3ASR. This registration statement enables us to issue shares of our 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, we will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement. No securities were issued under this registration statement through the date of this filing.
Debt Instruments and Debt Service Requirements
Revolving Credit Facility under the Senior Credit Agreement
T
he Revolving Credit Facility consists of a revolving loan under which up to $1.25 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 (
1
) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 175.0 basis points or (
2
) the Base Rate plus a margin that ranges from 12.5 basis points to 75.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.20% and 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, April 11, 2023. 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 the period may not be reflective of the total amounts outstanding during such period.
During the
three months ended
March 31, 2019
, we
repaid
$215.0
million
of the outstanding balance under the Revolving Credit Facility. As of
March 31, 2019
, the balance outstanding under the Revolving Credit Facility was
$110.0
million accruing interest at
4.16%
per annum. In addition, SBA Senior Finance II was required to pay a commitment fee of
0.25%
per annum on the amount of the unused commitment. As of
March 31, 2019
, SBA Senior Finance II was in compliance with the financial covenants contained in
the Senior Credit Agreement.
Subsequent to
March 31, 2019
, we
repaid
$60.0
million
of the outstanding balance under the Revolving Credit Facility. As of the date of this filing,
$50.0
million was outstanding under the Revolving Credit Facility.
Term Loans un
der
the Senior Credit Agreement
2018 Term Loan
On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a new term loan (the “2018 Term Loan”) under the amended and restated Senior Credit
Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 200 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of
March 31, 2019
, the 2018 Term Loan was accruing interest at
4.50%
per annum. Principal payments on the 2018 Term Loan commenced on September 30, 2018 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million. We incurred financing fees of approximately
$16.8
million in relation to this transaction, which are being amortized through the maturity date. The proceeds from the 2018 Term Loan were used (1) to retire the outstanding $1.93 billion in aggregate principal amount of the 2014 Term Loan and 2015 Term Loan, (2) to pay down the existing outstanding balance under the Revolving Credit Facility, and (3) for general corporate purposes.
During the
three
months ended
March 31, 2019
, we repaid an aggregate of
$6.0
million of principal on the 2018 Term Loan. As of September 30, 2018, the 2018 Term Loan had a principal balance of
$2.4
billion.
On February 1, 2019, we, through our wholly owned subsidiary, SBA Senior Finance II, LLC, entered into a four-year interest rate swap
with JP Morgan
on a portion of our 2018 Term Loan
in order to reduce our exposure to fluctuations in interest rates
.
The
interest rate swap
has a $1.2 billion
notional value
receiv
ing interest at one month LIBOR plus 200 basis points
and paying
a fixed rate of 4.495% per annum
settled monthly
.
Secured Tower Revenue Securities
2013
-2C
Tower Securities
On April 18, 2013, we, through a New
York common law trust (the “Trust”), issued $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”)
. We incurred financing fees of
$11.0
million in relation to this transaction, which were being amortized through the anticipated repayment date of eac
h of the 2013 Tower Securities.
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”).
2014 Tower Securities
On October 15, 2014, we, 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. We incurred 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, we,
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. We incurred 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, we, 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. We incurred 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, we, 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. We incurred 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 Securit
ies eliminate in consolidation.
2018-1C Tower Securities
On March 9, 2018, we, through the
Trust, issued $640.0 million of Secured Tower Revenue Securities Series 2018-1C, which have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048 (the “2018-1C Tower Securities”). The fixed interest rate on the 2018-1C Tower Securities is 3.448% per annum, payable monthly. Net proceeds from this offering, in combination with borrowings under the Revolving Credit Facility, were 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. We incurred financing fees of
$8.5
million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2018-1C Tower Securities.
In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $33.7 million of Secured Tower Revenue Securities Series 2018-1R issued by the Trust. These securities 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 is 4.949% per annum, payable monthly. Principal and interest payments made on the 2018-1R Tower Securities eliminate in consolidation.
In connection with the issuance of the 2018-1C Tower Securities, the non-recourse mortgage loan was increased by $673.7 million (but decreased by a net of $81.3 million after giving effect to prepayment of the loan components relating to the 2013-1C Tower Securities and 2013-1D Tower Securities). The new loan, after eliminating the risk retention securities, accrues interest at the same rate as the 2018-1C Tower Securities and is subject to all other material terms of the existing mortgage loan, including collateral and interest rate after the anticipated repayment date.
Debt Covenants
As of
March 31, 2019
, 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.
Senior Notes
2014 Senior Notes
On July 1, 2014, we 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. We incurred 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 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. We may redeem the 2014 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices:
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, we 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. We incurred 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 our 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, w
e may at our 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. We 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, we 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. We incurred 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, we may, at our 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 with the net proceeds of certain equity offerings. We 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.
Debt Service
As
of
March 31, 2019
, we believe that our cash on hand, capacity available under our Revolving Credit Facility and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.
The following table illustrates our estimate of our debt service requirement over the twelve months ended
March 31,
2020
based on the amounts outstanding as of
March 31, 2019
and the interest rates
accruing on those amounts on such date (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Senior Notes
|
|
|
|
|
$
|
36,563
|
2016 Senior Notes
|
|
|
|
|
|
53,625
|
2017 Senior Notes
|
|
|
|
|
|
30,000
|
2013-2C Tower Securities
|
|
|
|
|
|
21,585
|
2014-1C Tower Securities
(1)
|
|
|
|
|
|
934,523
|
2014-2C Tower Securities
|
|
|
|
|
|
24,185
|
2015-1C Tower Securities
|
|
|
|
|
|
15,939
|
2016-1C Tower Securities
|
|
|
|
|
|
20,361
|
2017-1C Tower Securities
|
|
|
|
|
|
24,318
|
2018-1C Tower Securities
|
|
|
|
|
|
22,270
|
Revolving Credit Facility
|
|
|
|
|
|
7,426
|
2018 Term Loan
|
|
|
|
|
|
130,928
|
Total debt service for the next 12 months
|
|
|
|
|
$
|
1,321,723
|
|
(1)
|
|
The anticipated repayment date and the final maturity date for the 2014-1C Tower Securities is October 8, 2019 and October 11, 2044, respectively. Interest expense included above is through the anticipated repayment date.
|