sba comunications corporation 2014 annual report
1
Site leasing revenue for the year
2014 was $1,360 million compared
to $1,133 million for the year 2013;
an increase of 20%.
20%
23%
Site leasing segment operating
profit for the year 2014 was $1,059
million compared to $862 million
for the year 2013; an
increase of 23%.
Site Leasing Revenues in Millions
Site Leasing Operating Profit in Millions
846
657
535
416
616
484
1500
1250
1000
750
477
365
0
1,360
1,059
1,133
862
2009
2010
2011
2012
2013
2014
$1,133
$862
$1,360
$1,059
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Financial
Highlights
2014 vs 2013
In thousands (except per share data) for
the year ended December 31,
2013
2014
Percentage
Change
Revenues
Site Leasing
Site Development
Total Revenues
Cost of Revenues
Site Leasing
Site Development
Total Cost of Revenues
Operating Profit
Site Leasing
Site Development
Total Operating Profit
$1,133,013
$171,853
$1,304,866
$1,360,202
$166,794
$1,526,996
$270,772
$137,481
$408,253
$301,313
$127,172
$428,485
$862,241
$34,372
$896,613
$1,058,889
$39,622
$1,098,511
Selling, general and administrative expenses
$85,476
$103,317
Net loss attributable to
SBA Communications Corporation
Basic and diluted net loss per share
Weighted average number of shares
As of December 31, Cash, cash equivalents,
short-term investments and short-term restricted cash
Total assets
Total principal amount of indebtedness
$(55,909)
$(0.44)
127,769
$174,863
$6,783,188
$5,910,041
$(24,295)
$(0.19)
128,919
$97,511
$7,841,125
$7,870,000
20.1%
(2.9%)
17.0%
11.3%
(7.5%)
5.0%
22.8%
15.3%
22.5%
20.9%
56.5%
2 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 3
“
We led the tower industry in numerous important
metrics including tower cash flow and adjusted
EBITDA margins, and AFFO per share. Our
shareholders were well-rewarded, with the value
of our shares appreciating 23% in 2014.
“
4 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 5
To Our
Shareholders
2014 was a remarkable year for our company. Largely because of customer activity in the United States that
was well ahead of our expectations, SBA added record amounts of incremental leasing revenue and the highest
amount of incremental leasing revenue per tower in over ten years. The high level of customer activity in
the United States greatly benefited our services business as well. As a result, SBA posted financial results
materially ahead of our initial 2014 guidance. We led the tower industry in numerous important metrics including
tower cash flow and adjusted EBITDA margins, and AFFO per share. For the year, total revenue grew 17%, site
leasing revenue grew 20%, tower cash flow grew 25%, adjusted EBITDA grew 25% and AFFO per share grew
28%. Our shareholders were well-rewarded, with the value of our shares appreciating 23% in 2014. Plus, it was
our 25th Anniversary!
4 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 5
Our 2014 performance, like our many successful
years before, is a result of our consistent strategy
over time. We focus on operational excellence
and organic growth, active balance sheet
management and smart portfolio growth. We
believe these three areas of focus have the
greatest impact on shareholder value creation
and growth in AFFO per share. These are the
same areas of focus we established as most
important almost 18 years ago, when we acquired
our first tower. Over the years we have refined
the strategy and resisted changes to it, even
in the face of extraordinary pressure to do so.
We are glad we did. Since we became a public
company in 1999, our site leasing revenue, tower
cash flow and adjusted EBITDA have grown at
compound annual rates of 30%, 33% and 36%,
respectively. Our enterprise value has grown from
$650 million to almost $23 billion. Our share
price has grown over 1,130% at a compound
annual rate of 18%. Since we went public, our
share price appreciation has outperformed our
public tower peers by over three to one.
operational
excellence
At 68%, our adjusted EBITDA margin
also led our industry in 2014, and is
a sign of strong overall operational
performance.
68%
Adjusted EBITDA margin for 2014
was 68%, compared to 64.4% for
the year 2013; an increase of 360
basis points.
6
sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 7
2014 performance is a result of
our consistent strategy over time
We focus on operational excellence and organic growth, active balance sheet
management and smart portfolio growth. We believe these three areas of focus
have the greatest impact on shareholder value creation.
Our operational performance and organic growth
were excellent in 2014. We saw record numbers
of new leases and amendments processed. We
integrated several large portfolios of new assets in
Brazil. We had our best year in over ten years in
our services business, with very high marks from
our customers for performance. We implemented
new systems, automating many of our processes
to gain significant operating efficiencies. All of these
accomplishments were achieved while continuing
to maintain a very low level of selling, general and
administrative expense as a percentage of revenue.
Our solid operational performance produced important
quantitative results in areas like tower cash flow
margin and adjusted EBITDA margin. Tower cash
flow, as we define it, excludes any non-cash revenue
or expense, and we believe represents a good
measure of the operational performance of our
towers. Tower cash flow margins should theoretically
continue to increase, as the addition of revenue
at the tower level generally is not related to or
does not generate additional expense. In addition,
we can increase tower cash flow margins through
purchases of the land under our towers or in some
cases by extending and pre-paying a ground lease.
It is a long-term goal of ours to constantly increase
tower cash flow margins, and we have done just
that. Our tower cash flow margins are the highest
in our industry, due to both our strong operational
performance and the quality of our assets. On a
consolidated basis, our tower cash flow margin for
2014 was 80%, an improvement over the 78% margin
for 2013. In the United States in the fourth quarter
we posted an 81.8% tower cash flow margin, the
highest we have ever recorded. I remember years
ago when we were first developing our tower
ownership business model we believed that 80%
tower cash flow margins could be attained one day.
That day has arrived. Internationally, our tower
cash flow margins lag the United States because
our international towers are generally less mature
(fewer tenants per tower) than those in the United
States. Our international tower cash flow margin for
2014 was 72%. It is worth noting, however, that our
true economic tower cash flow margins are actually
higher on our international assets because of our
Brazilian towers where our customers reimburse
SBA for the ground rent expenses. Under United
States GAAP, we are required to include reimbursed
expenses as our own and gross-up our revenues
by a like amount. This presentation has the effect
of lowering reported tower cash flow margins. If
we were to eliminate the reimbursed ground lease
expenses from our revenue and expense, our
international tower cash flow margin for 2014 would
have been 88%.
in 2013. Adjusted EBITDA margin
At 68%, our adjusted EBITDA margin also led our
industry in 2014, and is a sign of strong overall
operational performance. This represents a 360
basis point increase over the adjusted EBITDA
is
margin
calculated net of any non-cash revenue or expense
and equals our tower cash flow plus our services
gross profit less selling, general and administrative
expense. Our United States customers were busy,
and we executed very well in services in 2014.
We posted one of our highest services margins
in 2014 at 24%. This strong services margin,
plus a low percentage (7%) of selling, general
and administrative expense as a percentage of
revenue, helped fuel record adjusted EBITDA for
SBA in 2014. In the future, we expect that we will
attain adjusted EBITDA margins in excess of 70%.
6
sba comunications corporation 2014 annual report
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Since SBA went public
share price has grown over 1,130%
at a compound annual rate of 18%
Our organic growth in 2014 was the best in years,
primarily because of the strength of investment from
our customers in the United States. When we discuss
organic growth, we are talking about the amount of
incremental revenue added to our tower assets in
the last year. A “same store sales” concept, if you
will. We track organic growth for many reasons. It is
an indicator of the level of activity of our customers.
We use current and historical organic growth rates to
help us make financial projections for our company
and for potential tower acquisitions. We consider
organic growth rates when we decide appropriate
debt and leverage levels for SBA. Most importantly,
organic growth is the most valuable type of growth
we can produce, as it typically comes with little to
no additional capital investment. The higher the
organic growth rate the more value we believe
we are creating for our shareholders. Our organic
growth rate for 2014, measured on the fourth
quarter over the year earlier period on towers we
owned at the beginning of such year earlier period,
was 13.2% on a currency neutral basis excluding
the previously contracted terminations by Sprint
of legacy Nextel leases (which were agreed to in
2012). This was our highest gross organic growth
rate in many years. On a net basis (net of churn
and adjusted for currency translations), our organic
growth rate was 10.7%.
The four nationwide U.S. wireless carriers contributed
the substantial majority of the incremental site leasing
revenue we added in the year as well as the majority
of our services revenue, although as our Brazilian
assets grew we saw a greatly increased contribution
to site leasing revenue from our international sites.
AT&T was most active in site leasing for us, followed
by Verizon. AT&T and Verizon were active throughout
2014 with additions of both new equipment to
existing site locations and brand new cell sites.
Because we have a large base of existing sites
used by AT&T and Verizon, we experienced high
volumes of activity from their additions of new
equipment to existing sites. Sprint substantially
completed its Network Vision project and began
work on the deployment of its 2.5 GHz spectrum.
T-Mobile was also active in 2014, primarily with
their 4G LTE technology upgrade initiative which
began in 2012. T-Mobile also began to deploy its
700 MHz spectrum in late 2014. Sprint, T-Mobile
and Verizon were the biggest customers for our
services business in 2014. Longer term, we are
very optimistic that our growth in the United States
will continue as demand for wireless services stays
strong and new spectrum must be put into use. The
recently completed AWS-3 spectrum auction, and
the future planned 600 MHz spectrum auction, will
require new equipment deployments as will at some
point substantial amounts of wireless spectrum
held by Dish and FirstNet (the public safety entity).
These deployments of spectrum should support our
growth for years to come.
Our international activity grew materially again
in 2014, primarily from portfolio growth but also
from solid organic growth. International leasing
revenue grew 141% in 2014 over 2013, and for 2014
represented just under 15% of our total site leasing
revenue. We enjoyed success in all seven countries
outside the United States in which we operated for
the full year, materially increasing leasing revenue
and adjusted EBITDA in each. We experienced the
greatest growth in Brazil, primarily due to the 3,766
towers we added to our portfolio in Brazil in 2014.
We have worked hard to integrate and conform our
towers in Brazil to our standards, processes and
documentation, and ended the year with well over
half of our integration goals achieved.
8 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 9
Tower cash flow margins are the
highest in our industry, due to both
our strong operational performance
and the quality of our assets.
We ended the year with 9,168 towers outside of
the United States, representing approximately
38% of our total tower portfolio. Our international
towers are high quality with additional capacity.
They are generally less mature than our U.S.
towers, providing ample opportunity for future
growth. Our customers were and are very active in
each market, with 3G and 4G activity in all markets
and in some cases initial network builds from new
market entrants. The wireless environment in each
of these regions has developed and we think will
continue to develop much like the United States.
Our international customers are adapting well to the
collocation model, just as U.S. wireless carriers did
fifteen years ago at the beginning of the independent
tower ownership industry.
We were very active with balance sheet management
in 2014. Our company is very well received in the
capital markets. We raised $3.8 billion in debt
financings last year, $1.7 billion of which was used
to refinance existing indebtedness including our 4.0%
convertible notes. We used approximately $885
million to settle the warrants issued in connection
with the 4.0% convertible notes and avoided
any share dilution that would have otherwise
resulted from the exercise of such warrants. We
accomplished this while staying within our long-
stated target leverage of 7.0x to 7.5x net debt/
annualized adjusted EBITDA. Settlement of
the warrants consumed a material portion of our
investment capacity in 2014. With the settlement
of the warrants to be completed by the end of the
first quarter of 2015, we look forward to once again
directing our substantial investment capacity fully to
portfolio growth and/or stock repurchases.
8 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 9
24,292
Total towers
owned by SBA
at year end 2014
We exceeded our portfolio growth goals again
in 2014, investing approximately $1.6 billion to
buy and build towers.
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sba comunications corporation 2014 annual report 11
2014
Record Organic Growth
Portfolio growth remains a priority in 2015, with
our annual portfolio growth goal set once again
at 5% to 10%. We are off to a good start here in
early 2015, particularly with respect to additional
portfolio growth in the United States where we are
seeing a greater number of attractive opportunities
than we saw last year. We expect to have ample
investment capacity available to us. We continue to
be primarily interested in additional expansion in the
Western Hemisphere. Having said that, we will also
stay abreast of opportunities outside the Western
Hemisphere in the event something comes along
that we find very attractive.
All-in-all, 2014 was a great year for SBA and its
shareholders. Our three primary areas of focus,
operational excellence/organic growth, active balance
sheet management and smart portfolio growth,
yielded great success and created substantial value
for our shareholders. In closing, I must recognize
the contributions of our employees and customers
to our 2014 success. Huge efforts and talent were
provided by many people, all of which added up
to produce our record 2014 results. I also want to
thank you, our shareholders, for your continued
confidence in and support of SBA. I look forward to
communicating with you again soon about our 2015
results.
Sincerely,
Jeffrey A. Stoops
President and Chief Executive Officer
Notwithstanding the fact that we operate with
materially higher balance sheet leverage than our
U.S. public tower company peers and are a non-
investment grade credit, we maintain one of the
lowest aggregate costs of debt in our industry.
At year end, our outstanding indebtedness had
a weighted average interest rate of 3.9% and a
weighted average life of approximately five and
one-half years. Of our total indebtedness, 77% was
fixed rate. We are able to achieve a relatively low
cost of debt because 74% of our indebtedness at
year-end was secured. We are very comfortable
with our mix of secured versus unsecured debt, and
have been for many years. The predictable nature
of our business provides us with confidence around
the covenant compliance typically associated with
secured financing, and the organic growth of our
business provides us flexibility and many options for
future financings. We believe our current balance
sheet strategy, which is driven by our assessment of
current capital market conditions, financing options,
interest rates and our organic growth rates, is a
material driver of our shareholder value creation
and growth in AFFO per share.
We exceeded our portfolio growth goals again in
2014, investing approximately $1.6 billion to buy
and build towers. We ended the year with 24,292
sites, an increase of 4,213 sites over year-end 2013,
or 21%. This growth exceeded our initial portfolio
growth goals of 5% to 10% annually. Most of our
portfolio growth was in Brazil. We took advantage of
several large sales processes in Brazil to materially
enhance our position in that country. We ended the
year with close to 7,000 sites in Brazil, which we
believe gives us sufficient critical mass to be an
essential participant in the Brazilian tower industry
for the foreseeable future. We continue to believe
that the Brazilian market will be a source of organic
growth for many years to come. We also added
towers in each of the other countries in which we
operate. The United States was second to Brazil in
terms of towers added. We did not enter any new
countries in 2014.
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sba comunications corporation 2014 annual report 11
2014 leasing revenues
Largely because of customer activity in the United States that
was well ahead of our expectations, SBA added record amounts
of incremental leasing revenue and the highest amount of
incremental leasing revenue per tower in over ten years.
12 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 13
26% AT&T
22% Sprint
16% T-Mobile
12% Verizon
11% Other Telephony
7% Oi
4% Telefónica
1% América Móvil
1% Non-Telephony
12 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 13
14 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 15
14 sba comunications corporation 2014 annual report
sba comunications corporation 2014 annual report 15
Building
Better
Wireless®
“
Longer term, we are
very optimistic that our
growth will continue as
demand for wireless
services stays strong
and new spectrum
must be put into use.
“
16 sba comunications corporation 2014 annual report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-30110
SBA COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
5900 Broken Sound Parkway NW
Boca Raton, Florida
(Address of principal executive offices)
65-0716501
(I.R.S. Employer
Identification No.)
33487
(Zip Code)
Registrant’s telephone number, including area code (561) 995-7670
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock, $0.01 par value per share
Name of Each Exchange on Which Registered
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Non-Accelerated filer ¨
Accelerated filer
¨
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $13.1 billion as of June 30, 2014.
The number of shares outstanding of the Registrant’s common stock (as of February 19, 2015): Class A common stock — 129,175,989
Portions of the Registrant’s definitive proxy statement for its 2015 annual meeting of shareholders, which proxy statement will be filed no later than 120
days after the close of the Registrant’s fiscal year ended December 31, 2014, are hereby incorporated by reference in Part III of this Annual Report on Form
10-K.
Documents Incorporated By Reference
Table of Contents
PART I
BUSINESS
ITEM 1.
ITEM 1A. RISK FACTORS
ITEM 2.
ITEM 3.
ITEM 4. MINE SAFETY DISCLOSURE
PROPERTIES
LEGAL PROCEEDINGS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
SELECTED FINANCIAL DATA
RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
Page
1
8
18
18
19
19
21
23
45
48
48
48
51
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51
51
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52
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57
ITEM 1. BUSINESS
General
We are a leading independent owner and operator of wireless communications 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 Canada, Central America, and Brazil. Our
primary business line is our site leasing business, which contributed 96.3% of our total segment operating profit for the year ended
December 31, 2014. 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 December 31,
2014, we owned 24,292 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. We also managed or leased approximately 5,000
actual or potential towers, approximately 500 of which were revenue producing as of December 31, 2014. 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 Services
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 Brazil. Site leasing revenues are received primarily from
wireless service provider tenants, including AT&T, Sprint, Verizon Wireless, T-Mobile, Oi S.A., Digicel, Claro, and Telefonica.
Wireless service providers enter into different tenant leases with us, each of which relates to the lease or use of space at an individual
tower. Our site leasing business generates substantially all of our total segment operating profit, representing 96.2% or more of our
total segment operating profit for the past three years.
Increased expansion activity in international markets has resulted in our international site leasing revenues exceeding 10% of
our total revenues. As a result, commencing in the second quarter of 2014, we classified our site leasing business into two reportable
segments, domestic site leasing and international site leasing.
Domestic Site Leasing
As of December 31, 2014, we had 15,124 sites in the United States. For the year ended December 31, 2014, we generated
85.1% of our total site leasing revenue from these sites. Domestic site leasing revenues are received primarily from AT&T, Sprint,
Verizon Wireless, and T-Mobile. In the United States, wireless service providers typically enter into tenant leases with us, each of
which relates to the lease or use of space at an individual tower. Our tenant leases in the United States are generally for an initial term
of five to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent
escalators, which typically average 3-4% per year. Our ground leases in the United States are generally for an initial term of five
years or more with multiple renewal terms of 5-year periods, at our option, and provide for rent escalators which typically average 2-
3% annually.
International Site Leasing
In 2014, we continued to focus on growing our international site leasing business through the acquisition and development of
towers. We believe that we can create substantial value by expanding our site leasing services into select international markets which
we believe have a high-growth wireless industry and relatively stable political and regulatory environments. As of December 31,
2014, we owned 9,168 towers in our international markets, including Brazil, Canada, Costa Rica, El Salvador, Guatemala, Nicaragua,
and Panama. International site leasing revenues are received primarily from Oi S.A., Telefonica, Claro, Digicel, TIM, and NII
Holdings. Our operations in these countries are solely in the site leasing business, and we expect to continue to expand operations
through new builds and acquisitions.
Our tenant leases in Canada typically have similar terms and conditions as those in the United States with an initial term of five
to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators,
which average 3-4% per year. Tenant leases in our Central America and Brazil markets typically have an initial term of 10 years with
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 Brazil typically escalate in accordance with a standard cost of living index. In Brazil, site leases are typically governed
by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site.
1
These site leases typically provide for a fixed rental amount and a pass-through charge for a portion of the underlying ground lease
rent. Our ground leases in Canada, Central America and Brazil generally have similar terms and conditions as those in the United
States, except that the annual escalator in Brazil is based on a cost of living index.
Domestic and International Expansion
We expand our tower portfolio, both domestically and internationally, through the acquisition of towers from third parties and
through the construction of new tower structures. In our tower acquisition program, we pursue towers that meet or exceed our internal
guidelines regarding current and future potential returns. For each acquisition, we prepare various analyses that include projections of
a five-year unlevered internal rate of return, review of available capacity, future lease up projections, and a summary of current and
future tenant/technology mix.
The majority of our international markets typically have less mature wireless networks with limited wireline infrastructure and
lower wireless data penetration rates than those in the United States. Accordingly, our expansion in these markets is primarily driven
by (i) wireless service providers seeking to increase the quality and coverage of their networks, (ii) consumers’ increased use of high
data applications, such as email, internet access, mobile device applications, and video, and (iii) incremental spectrum auctions, which
have resulted in new market entrants, as well as incremental voice and data network deployments. Since we first entered Brazil in
2012, we have built or acquired 6,927 towers and continue to expand in that country to respond to a growing demand there.
Additionally, since we first entered Costa Rica in 2010, spectrum auctions significantly increased demand for antenna space. Since we
entered this market, we have built or acquired 499 towers to respond to that demand and plan to continue our expansion.
We consider various factors when identifying a market for our international expansion, including:
•
Country analysis – We consider the country’s political stability, and whether the country’s general business, legal and
regulatory environment is conducive to the sustainability and growth of our business.
• Market potential – We analyze the expected demand for wireless services, and whether a country has multiple wireless
service providers who are actively seeking to invest in deploying voice and data networks, as well as spectrum auctions
that have occurred or that are anticipated to occur.
•
Risk adjusted return criteria – We consider whether buying or building towers in a country, and providing our
management and leasing services, will meet our return criteria. As part of this analysis, we consider the risk of entering
into an international market (for example, the impact of foreign currency exchange rates), and how our expansion meets
our long-term strategic objectives for the region and our business generally.
In our new build program, we construct tower structures in locations that were strategically chosen by us or under build-to-suit
arrangements. Under build-to-suit arrangements, we build tower structures for wireless service providers at locations that they have
identified. We retain ownership of the tower structure and the exclusive right to co-locate additional tenants. When we construct tower
structures in locations chosen by us, we utilize our knowledge of our customers’ network requirements to identify locations where we
believe multiple wireless service providers need, or will need, to locate antennas to meet capacity or service demands. We seek to
identify attractive locations for new tower structures and complete pre-construction procedures necessary to secure the site
concurrently with our leasing efforts. We generally will have at least one signed tenant lease for each new build tower structure on the
day that it is completed and expect that some will have multiple tenants. During 2015, we intend to build between 575 and 595 new
tower structures, domestically and internationally.
Site Development Services
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 towers. Site development services 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) site audits; (2) identification of potential locations for towers and antennas; (3) modification of lease agreements to add
equipment to existing structures; (4) support in buying or leasing of the location; (5) obtaining zoning approvals and permits; (6) tower
structure construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site
development services on a local basis, through regional, territory, and project offices. The regional offices are responsible for all site
2
development operations, including hiring employees and opening or closing project offices, and a substantial portion of the sales in
such area.
For financial information about our operating segments, please see Note 20 of our Consolidated Financial Statements included
in this Form 10-K.
Industry Developments
We believe that growing wireless traffic (particularly data and video), the deployment of additional spectrum, and technology
advancements will require wireless service providers to improve their network infrastructure and increase their network capacity
resulting in an increase in the number of towers that they use and an increase in the amount of equipment they deploy at existing
towers. We expect that the wireless communications industry will continue to experience growth as a result of the following trends:
•
As wireless data usage grows rapidly, carriers are investing to increase the capacity of their networks; and we believe that
the continued capacity increases will require our customers to add large numbers of additional cell sites and additional
equipment at current cell sites.
• We have seen, and anticipate there could be other, new entrants into the wireless communications industry that could
deploy regional or national wireless networks for voice and data services.
•
•
•
Spectrum licensed by the Federal Communications Commission in 2006 and 2008 has enabled continued network
development. We expect this and the potential availability of additional spectrum through several completed and planned
government auctions in 2015 and beyond to drive continued network development in the U.S.
Consumers are increasing their use of wireless data services due to expansion of wireless data applications, such as email,
web browsing, mobile apps and games, social networking, music and video, and continued wireline to wireless migration.
Wireless devices are trending toward more bandwidth intensive devices such as smartphones, laptops, netbooks, tablets
and other emerging and embedded devices. As a result, according to industry estimates, global mobile data traffic will
grow at an approximately 57% compound annual growth rate from 2014 to 2019.
Consumers list network quality as one of the greatest contributors to their dissatisfaction when terminating or changing
service. To decrease subscriber churn rate and drive revenue growth, wireless carriers have made substantial capital
expenditures on wireless networks to improve service quality and expand coverage. For example, U.S. wireless carriers’
capital expenditures have increased from an estimated $19.9 billion in 2009 to an estimated $32.1 billion in 2014, and we
expect capital expenditures in the foreseeable future to remain elevated as wireless carriers continue to improve their
networks.
We believe that the world-wide wireless industry will continue to grow and is reasonably well-capitalized, highly competitive
and focused on quality and advanced services. Therefore, we expect that we will see a multi-year trend of strong additional demand
for tower space from our customers, which we believe will translate into strong leasing growth for us.
Business Strategy
Our primary strategy is to continue to focus on expanding our site leasing business due to its attractive characteristics such as
long-term contracts, built-in rent escalators, high operating margins, and low customer churn. The long-term nature of the revenue
stream of our site leasing business makes it less volatile than our site development business, which is more cyclical. By focusing on
our site leasing business, we believe that we can maintain a stable, recurring cash flow stream and reduce our exposure to cyclical
changes in customer spending. Key elements of our strategy include:
Maximizing Use of Tower Capacity. We generally have constructed or acquired towers that accommodate multiple tenants and a
majority of our towers are high capacity tower structures. Most of our towers have significant capacity available for additional
antennas, and we believe that increased use of our towers can be achieved at a low incremental cost. We actively market space on our
towers through our internal sales force. As of December 31, 2014, we had an average of 1.8 tenants per tower structure.
Disciplined Growth of our Tower Portfolio. We believe that our tower operations are highly scalable. Consequently, we believe
that we are able to materially increase our tower portfolio without proportionately increasing selling, general, and administrative
expenses. During 2015, we intend to continue to grow our tower portfolio, domestically and internationally, by 5-10% through tower
3
acquisitions and the construction of new tower structures. In connection with our international expansion, we have targeted select
international markets that we believe have relatively stable political environments and a growing wireless communications industry.
We intend to use our available cash from operating activities and available liquidity, including borrowings, to build and/or acquire
new towers at prices that we believe will be accretive to our shareholders both in the short and long term and which allow us to
maintain our long-term target leverage ratios.
Capitalizing on our Scale and Management Experience. We are a large owner, operator and developer of towers, with
substantial capital, human, and operating resources. We have been developing towers for wireless service providers in the U.S. since
1989 and owned and operated towers for ourselves since 1997. We believe our size, experience, capabilities, and resources make us a
preferred partner for wireless service providers both in the U.S. and internationally. Our management team has extensive experience in
site leasing and site development, with some of the longest tenures in the tower and site development industries. Management believes
that its industry expertise and strong relationships with wireless service providers will allow us to expand our position as a leading
provider of site leasing and site development services.
Controlling our Underlying Land Positions. We have purchased and/or entered into perpetual easements or long-term leases for
the land that underlies our tower structures and intend to continue to do so, to the extent available at commercially reasonable prices.
We believe that these purchases, perpetual easements, and/or long-term leases will increase our margins, improve our cash flow from
operations, and minimize our exposure to increases in ground lease rents in the future. As of December 31, 2014, approximately 73%
of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our
ground leases, including renewal options under our control, was 33 years. As of December 31, 2014, approximately 5.0% of our tower
structures have ground leases maturing in the next 10 years.
Using our Local Presence to Build Strong Relationships with Major Wireless Service Providers. Given the nature of towers as
location-specific communications facilities, we believe that substantially all of what we do is done best locally. Consequently, we
have a broad field organization that allows us to develop and capitalize on our experience, expertise and relationships in each of our
local markets which in turn enhances our customer relationships. We are seeking to replicate this operating model internationally. Due
to our presence in local markets, we believe we are well positioned to capture additional site leasing business and new tower build
opportunities in our markets and identify and participate in site development projects across our markets.
Customers
Since commencing operations, we have performed site leasing and site development services for all of the large U.S. wireless
service providers. In both our site leasing and site development businesses, we work with large national providers and smaller
regional, local, or private operators.
We depend on a relatively small number of customers for our site leasing and site development revenues. The following
customers represented at least 10% of our total revenues during the last three years:
Percentage of Total Revenues
Sprint (1)
AT&T Wireless (2)
T-Mobile (3)
Verizon Wireless
For the year ended December 31,
2014
2013
2012
23.4%
23.0%
15.5%
12.0%
25.0%
20.5%
17.3%
11.3%
23.9%
21.9%
17.2%
13.0%
(1) Prior year amounts have been adjusted to reflect the merger of Sprint and Clearwire.
(2) Prior year amounts have been adjusted to reflect the merger of AT&T Wireless and Leap Wireless (Cricket Wireless).
(3) Prior year amounts have been adjusted to reflect the merger of T-Mobile and Metro PCS.
4
During the past two years, we provided services or leased space to a number of customers, including:
Alcatel-Lucent
AT&T Wireless
Cellular South
Claro
Digicel
Ericsson
Globalive
Goodman Networks
Nexius
NII Holdings
Ntelos
Mastec
Oi S.A.
Overland Contracting
SouthernLinc
Sprint Nextel
T-Mobile
TIM
Telefonica
U.S. Cellular
Verizon Wireless
Sales and Marketing
Our sales and marketing goals are to:
•
•
use existing relationships and develop new relationships with wireless service providers to lease antenna space on and sell
related services with respect to our owned or managed towers, enabling us to grow our site leasing business; and
successfully bid and win those site development services contracts that will contribute to our operating margins and/or provide
a financial or strategic benefit to our site leasing business.
We approach sales on a company-wide basis, involving many of our employees. We have a dedicated sales force that is
supplemented by members of our executive management team. Our dedicated salespeople are based regionally as well as in the
corporate office. We also rely on our vice presidents, general managers, and other operations personnel to sell our services and
cultivate customers. Our strategy is to delegate sales efforts by geographic region or to those employees of ours who have the best
relationships with our customers. Most wireless service providers have national corporate headquarters with regional and local offices.
We believe that wireless service providers make most decisions for site development and site leasing services at the regional and local
levels with input from their corporate headquarters. Our sales representatives work with wireless service provider representatives at
the regional and local levels and at the national level when appropriate. Our sales staff’s compensation is heavily weighted to
incentive-based goals and measurements.
Competition
Domestic Site Leasing – In the U.S., our primary competitors for our site leasing activities are (1) the national independent
tower companies including American Tower Corporation and Crown Castle International, (2) a large number of regional independent
tower owners, (3) wireless service providers that own and operate their own towers and lease, or may in the future decide to lease,
antenna space to other providers, and (4) alternative facilities such as rooftops, outdoor and indoor distributed antenna system
(“DAS”) networks, billboards, and electric transmission towers. American Tower and Crown Castle have significantly more towers
than we do, which could provide them a competitive advantage in negotiating with wireless service providers. Furthermore, these
entities generally have greater financial resources than we do which may provide them with a competitive advantage in connection
with the acquisition of material tower portfolios. However, we believe that tower location and capacity have been and will continue to
be the most significant competitive factors affecting the site leasing business. Other competitive factors are quality of service to our
tenants and price.
International Site Leasing – In Brazil, our competition consists of wireless service providers that own and operate their own
tower networks, as well as large national and regional independent tower companies, while in the Central American and Canadian
markets, our competition is principally from wireless service providers who lease towers to other wireless providers.
Site Development – The site development business is extremely competitive and price sensitive. We believe that the majority of
our competitors in the U.S. site development business operate within local market areas exclusively, while some firms offer their
services nationally. The market includes participants from a variety of market segments offering individual, or combinations of,
competing services. The field of competitors includes site development consultants, zoning consultants, real estate firms, right-of-way
consulting firms, construction companies, tower owners/managers, radio frequency engineering consultants, telecommunications
equipment vendors, which provide end-to-end site development services through multiple subcontractors, and wireless service
providers’ internal staff. We believe that providers base their decisions for site development services on a number of criteria,
including: company experience, price, track record, local reputation, geographic reach, and time for completion of a project.
5
Employees
Our executive, corporate development, accounting, finance, human resources, legal and regulatory, information technology and
site administration personnel, and our network operations center, are located in our headquarters in Boca Raton, Florida. Certain sales,
new tower build support and tower maintenance personnel are also located in our Boca Raton office. Our remaining employees are
based in our international, regional, and local offices.
As of December 31, 2014, we had 1,259 employees of which 184 were based outside of the U.S. and its territories. We consider
our employee relations to be good.
Regulatory and Environmental Matters
Federal Regulations. In the U.S., which accounted for 85.1% of our total site leasing revenue for the year ended December 31,
2014, both the FCC and the Federal Aviation Administration (the “FAA”) regulate towers. Many FAA requirements are implemented
in FCC regulations. These regulations, which were amended in 2014, govern the construction, lighting, and painting or other marking
of towers, as well as the maintenance, inspection, and record keeping related to towers, and may, depending on the characteristics of
particular towers, require prior approval and registration of towers before they may be constructed, altered or used. Wireless
communications equipment and radio or television stations operating on towers are separately regulated and may require independent
customer licensing depending upon the particular frequency or frequency band used. In addition, any applicant for an FCC tower
structure registration (through the FCC’s Antenna Structure Registration System) must certify that, consistent with the Anti-Drug
Abuse Act of 1988, neither the applicant nor its principals are subject to a denial of Federal benefits because of a conviction for the
possession or distribution of a controlled substance. New tower construction also requires approval from the state or local governing
authority for the proposed site: compliance with the National Environmental Policy Act (“NEPA”); compliance with the National
Historic Preservation Act (“NHPA”); compliance with the Endangered Species Act (“ESA”); and may require notification to the FAA.
Pursuant to the requirements of the Communications Act of 1934, as amended, the FCC, in conjunction with the FAA, has
developed standards to consider proposals involving new or modified towers. These standards mandate that the FCC and the FAA
consider the height of the proposed tower, the relationship of the tower to existing natural or man-made obstructions, and the
proximity of the tower to runways and airports. Proposals to construct or to modify existing towers above certain heights must be
reviewed by the FAA to ensure the structure will not present a hazard to air navigation. The FAA may condition its issuance of a no-
hazard determination upon compliance with specified lighting and/or painting requirements. Towers that meet certain height and
location criteria must also be registered with the FCC. A tower that requires FAA clearance will not be registered by the FCC until it
is cleared by the FAA. Upon registration, the FCC may also require special lighting and/or painting. Owners of wireless
communications towers may have an obligation to maintain painting and lighting or other marking in conformance with FAA and
FCC regulations. Tower owners and licensees that operate on those towers also bear the responsibility of monitoring any lighting
systems and notifying the FAA of any lighting outage or malfunction.
Owners and operators of towers may be subject to, and therefore must comply with, environmental laws, including NEPA,
NHPA and ESA. Any licensed radio facility on a tower is subject to environmental review pursuant to the NEPA, among other
statutes, which requires federal agencies to evaluate the environmental impact of their decisions under certain circumstances. The FCC
has issued regulations implementing the NEPA. These regulations place responsibility on applicants to investigate potential
environmental effects of their operations and to disclose any potential significant effects on the environment in an environmental
assessment prior to constructing or modifying a tower and prior to commencing certain operations of wireless communications or
radio or television stations from the tower. In the event the FCC determines the proposed structure or operation would have a
significant environmental impact based on the standards the FCC has developed, the FCC would be required to prepare an
environmental impact statement, which will be subject to public comment. This process could significantly delay the registration of a
particular tower.
We generally indemnify our customers against any failure to comply with applicable regulatory standards relating to the
construction, modification, or placement of towers. Failure to comply with the applicable requirements may lead to civil penalties.
The Telecommunications Act of 1996 amended the Communications Act of 1934 by preserving state and local zoning
authorities’ jurisdiction over the construction, modification, and placement of towers. The law, however, limits local zoning authority
by prohibiting any action that would discriminate among different providers of personal wireless services or ban altogether the
construction, modification or placement of radio communication towers. Finally, the Telecommunications Act of 1996 requires the
federal government to help licensees for wireless communications services gain access to preferred sites for their facilities. This may
require that federal agencies and departments work directly with licensees to make federal property available for tower facilities.
6
As an owner and operator of real property, we are subject to certain environmental laws that impose strict, joint and several
liability for the cleanup of on-site or off-site contamination and related personal injury or property damage. We are also subject to
certain environmental laws that govern tower placement and may require pre-construction environmental studies. Operators of towers
must also take into consideration certain radio frequency (“RF”) emissions regulations that impose a variety of procedural and
operating requirements. Certain proposals to operate wireless communications and radio or television stations from tower structures
are also reviewed by the FCC to ensure compliance with requirements relating to human exposure to RF emissions. Exposure to high
levels of RF energy can produce negative health effects. The potential connection between low-level RF energy and certain negative
health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years.
We believe that we are in substantial compliance with and we have no material liability under any applicable environmental laws.
These costs of compliance with existing or future environmental laws and liability related thereto may have a material adverse effect
on our prospects, financial condition or results of operations.
State and Local Regulations. Most states regulate certain aspects of real estate acquisition, leasing activities, and construction
activities. Where required, we conduct the site acquisition portions of our site development services business through licensed real
estate brokers’ agents, who may be our employees or hired as independent contractors, and conduct the construction portions of our
site development services through licensed contractors, who may be our employees or independent contractors. Local regulations
include city and other local ordinances, zoning restrictions and restrictive covenants imposed by community developers. These
regulations vary greatly from jurisdiction to jurisdiction, but typically require tower owners to obtain approval from local officials or
community standards organizations, or certain other entities prior to tower construction and establish regulations regarding
maintenance and removal of towers. In addition, many local zoning authorities require tower owners to post bonds or cash collateral to
secure their removal obligations. Local zoning authorities generally have been unreceptive to construction of new towers in their
communities because of the height and visibility of the towers, and have, in some instances, instituted moratoria.
International. Regulatory regimes outside of the U.S. and its territories vary by country and locality; however, these regulations
typically require tower owners and/or licensees to obtain approval from local officials or government agencies prior to tower
construction or modification or the addition of a new antenna to an existing tower. Additionally, some regulations include ongoing
obligations regarding painting, lighting, and maintenance. Our international operations may also be subject to limitations on foreign
ownership of land in certain areas. Based on our experience to date, these regimes have been similar to, but not more rigorous,
burdensome or comprehensive than, those in the U.S. Non-compliance with such regulations may lead to monetary penalties or
deconstruction orders. Our international operations are also subject to various regulations and guidelines regarding employee relations
and other occupational health and safety matters. As we expand our operations into additional international geographic areas, we will
be subject to regulations in these jurisdictions.
Backlog
Backlog related to our site leasing business consists of lease agreements and amendments, which have been signed, but have not
yet commenced. As of December 31, 2014, we had 264 new leases and amendments which had been executed with customers but
which had not begun generating revenue. These leases and amendments will contractually provide for approximately $3.8 million of
annual revenue. By comparison, as of December 31, 2013, excluding the Sprint Network Vision Amendment, we had 478 new leases
and amendments which had been executed with customers but which had not begun generating revenue. These leases and amendments
contractually provided for approximately $6.4 million of annual revenue.
Our backlog for site development services consists of the value of work that has not yet been completed on executed contracts.
As of December 31, 2014, we had approximately $66.2 million of contractually committed revenue as compared to approximately
$65.1 million as of December 31, 2013.
Availability of Reports and Other Information
SBA Communications Corporation was incorporated in the State of Florida in March 1997. Our corporate website is
www.sbasite.com. We make available, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, Proxy Statement on Schedule 14A and amendments to those materials filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, on our website under “Investor Relations – Reports
and Results – SEC Filings,” as soon as reasonably practicable after we file electronically such material with, or furnish it to, the
United States Securities and Exchange Commission (the “Commission”).
7
ITEM 1A. RISK FACTORS
Risks Related to Our Business
If our wireless service provider customers combine their operations to a significant degree, our future operating results and our
ability to service our indebtedness could be adversely affected.
Significant consolidation among our wireless service provider customers may result in our customers failing to renew existing
leases for tower space or reducing future capital expenditures in the aggregate because their existing networks and expansion plans
may overlap or be very similar. In connection with the combinations of Verizon Wireless and ALLTEL (to form Verizon Wireless),
Cingular and AT&T Wireless (to form AT&T Mobility) and Sprint PCS and Nextel (to form Sprint), the combined companies have
rationalized and may continue to rationalize duplicative parts of their networks, which has led and may continue to lead to the non-
renewal of certain leases on our towers. During 2013, Sprint acquired Clearwire Communications and T-Mobile acquired MetroPCS,
and in 2014, AT&T acquired Leap Wireless (Cricket Wireless). This consolidation may also lead to non-renewal of certain of our
tower leases. If our wireless service provider customers continue to consolidate as a result of, among other factors, limited wireless
spectrum for commercial use in the U.S., this consolidation could significantly impact the number of tower leases that are not renewed
or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and
adversely affect our future operating results.
We have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage
of business, strategic or financing opportunities.
As indicated below, we have and will continue to have a significant amount of indebtedness relative to our equity (deficit). The
following table sets forth our total principal amount of debt and shareholders’ equity as of December 31, 2014 and 2013.
Total principal amount of indebtedness
Shareholders' equity (deficit)
As of December 31,
2014
2013
(in thousands)
$
$
7,870,000
(660,800)
$
$
5,910,041
356,966
Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the
principal, interest, or other amounts due on our indebtedness. Subject to certain restrictions under our existing indebtedness, we and
our subsidiaries may also incur significant additional indebtedness in the future, some of which may be secured debt. This may have
the effect of increasing our total leverage. For example, on February 7, 2014, SBA Senior Finance II secured a new $1.5 billion senior
secured Term Loan; on July 1, 2014, we issued $750.0 million aggregate principal amount of 4.875% senior notes; and on October 15,
2014, we, through a New York common law trust, issued $1.54 billion aggregate principal amount of Secured Tower Revenue
Securities.
As a consequence of our indebtedness, (1) demands on our cash resources may increase, (2) we are subject to restrictive
covenants that further limit our financial and operating flexibility and (3) we may choose to institute self-imposed limits on our
indebtedness based on certain considerations including market interest rates, our relative leverage and our strategic plans. For
example, as a result of our substantial level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy:
•
•
•
•
we may be more vulnerable to general adverse economic and industry conditions;
we may have to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise,
thereby reducing our cash flows;
we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures and other
general corporate requirements that would be in our best long-term interests;
we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and
interest on our debt, reducing the available cash flow to fund other investments, including tower acquisition and new build
capital expenditures;
8
•
•
•
we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; and
we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order
to meet payment obligations.
These restrictions could have a material adverse effect on our business by limiting our ability to take advantage of financing,
new tower development, mergers and acquisitions or other opportunities.
In addition, fluctuations in market interest rates may increase interest expense relating to our floating rate indebtedness, which
we expect to incur under our Revolving Credit Facility and Term Loans, and may make it difficult to refinance our existing
indebtedness at a commercially reasonable rate or at all. There is no guarantee that the future refinancing of our indebtedness will have
fixed interest rates or that interest rates on such indebtedness will be equal to or lower than the rates on our current indebtedness.
We depend on a relatively small number of customers for most of our revenue, and the loss, consolidation or financial instability of
any of our significant customers may materially decrease our revenues.
We derive a significant portion of our revenue from a small number of customers. Consequently, a reduction in demand for site
leasing, reduced future capital expenditures on the networks, or the loss, as a result of bankruptcy, merger with other customers of
ours or otherwise, of any of our largest customers could materially decrease our revenue and have an adverse effect on our growth.
The following is a list of significant customers (representing at least 10% of revenue in any of the last three years) and the
percentage of our total revenues for the specified time periods derived from these customers:
Percentage of Total Revenues
Sprint (1)
AT&T Wireless (2)
T-Mobile (3)
Verizon Wireless
For the year ended December 31,
2014
2013
2012
23.4%
23.0%
15.5%
12.0%
25.0%
20.5%
17.3%
11.3%
23.9%
21.9%
17.2%
13.0%
We also have client concentrations with respect to revenues in each of our financial reporting segments:
Percentage of Domestic Site Leasing Revenue
AT&T Wireless (2)
Sprint (1)
T-Mobile (3)
Verizon Wireless
Percentage of International Site Leasing Revenue
Oi S.A.
Telefonica
Claro
Digicel
For the year ended December 31,
2014
2013
2012
30.1%
25.6%
19.2%
14.4%
25.5%
30.9%
20.2%
13.3%
26.1%
28.5%
19.7%
14.3%
For the year ended December 31,
2014
2013
2012
44.3%
28.8%
8.0%
4.9%
6.3%
44.2%
8.8%
11.2%
0.1%
48.1%
12.6%
19.5%
9
Percentage of Site Development Revenue
Sprint (1)
Ericsson, Inc.
Verizon Wireless
MasTec Inc.
For the year ended December 31,
2014
2013
2012
36.7%
16.8%
10.1%
1.9%
1.5%
34.5%
4.8%
4.6%
1.1%
24.5%
8.9%
16.4%
(1) Prior year amounts have been adjusted to reflect the merger of Sprint and Clearwire.
(2) Prior year amounts have been adjusted to reflect the merger of AT&T Wireless and Leap Wireless (Cricket Wireless).
(3) Prior year amounts have been adjusted to reflect the merger of T-Mobile and Metro PCS.
Revenue from these clients is derived from numerous different site leasing contracts and site development contracts. Each site
leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five to ten years in the U.S.
and Canada, and renewable for five 5-year periods at the option of the tenant. Site leasing contracts in our Central and Brazil markets
typically have an initial term of 10 years with 5-year renewal periods. However, if any of our significant site leasing clients were to
experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space and
fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely affected.
Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment
at any time without penalty. In addition, a customer’s need for site development services can decrease, and we may not be successful
in establishing relationships with new customers. Furthermore, our existing customers may not continue to engage us for additional
projects.
A slowdown in demand for wireless communications services or for tower space could materially and adversely affect our future
growth and revenues, and we cannot control that demand.
Additional revenue growth on our towers other than through contractual escalators comes directly from additional investment by
our wireless service provider customers in their networks. If wireless service subscribers significantly reduce their minutes of use or
data usage, or fail to widely adopt and use wireless data applications, our wireless service provider customers would experience a
decrease in demand for their services. Regardless of consumer demand, each wireless service customer must have substantial capital
resources and capabilities to build out their wireless networks, including licenses for spectrum. In addition, our wireless service
customers have engaged in increased use of network sharing, roaming or resale arrangements. As a result of all of the above, wireless
carriers may scale back their business plans or otherwise reduce their spending, which could materially and adversely affect demand
for our tower space and our wireless communications services business, which could have a material adverse effect on our business,
results of operations and financial condition.
Our international operations are subject to economic, political and other risks, including risks associated with foreign currency
exchange rates that could materially and adversely affect our revenues or financial position.
Our current business operations in Canada, Central America and Brazil, and our expansion into any other international markets
in the future, could result in adverse financial consequences and operational problems not typically experienced in the United States.
The consolidated revenues generated by our international operations were 13.3% during the year ended December 31, 2014, and we
anticipate that our revenues from our international operations will continue to grow in the future. Accordingly, our business is and will
in the future be subject to risks associated with doing business internationally, including:
•
•
•
•
changes in a specific country’s or region’s political or economic conditions;
laws and regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of
capital;
laws and regulations that dictate how we operate our towers and conduct business, including zoning, maintenance and
environmental matters, and laws related to ownership of real property;
laws and regulations governing our employee relations, including occupational health and safety matters;
10
•
•
•
•
•
•
•
•
•
changes to existing or new domestic or international tax laws or fees directed specifically at the ownership and operation
of towers, which may be applied and enforced retroactively;
expropriation and governmental regulation restricting foreign ownership;
restriction or revocation of spectrum licenses;
our ability to comply with, and the costs of compliance with, anti-bribery laws such as the Foreign Corrupt Practices Act
and similar local anti-bribery laws;
our ability to compete with owners and operators of wireless towers that have been in the international market for a longer
period of time than we have;
uncertainties regarding legal or judicial systems, including inconsistencies between and within laws, regulations and
decrees, and judicial application thereof, and delays in the judicial process;
health or similar issues, such as a pandemic or epidemic;
difficulty in recruiting and retaining trained personnel; and
language and cultural differences.
Our international operations in Central America are primarily denominated in United States dollars, while our operations in
Canada and Brazil are denominated in local currencies. The Brazilian Real has been subject to significant volatility, and the United
States Dollar has strengthened significantly against the Brazilian Real and Canadian Dollar in the last 6 months. If this trend were to
continue, it could adversely affect our reported results of operations. Volatility in foreign currency exchange rates can also affect our
ability to plan, forecast and budget for our international operations and expansion efforts.
In addition, two of our 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, entered into an intercompany loan agreement
where from time to time the entities may agree to lend/borrow amounts up to $750.0 million. In accordance with ASC 830, we are
required to re-measure foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other
Expense in the Consolidated Statements of Operations. Consequently, if the US Dollar strengthens against the Brazilian Real our
results of operations would be adversely affected.
If we are unable to protect our rights to the land under our towers, it could adversely affect our business and operating results.
Our real property interests relating to our tower structures consist primarily of leasehold and sub-leasehold interests, fee
interests, easements, licenses, rights-of-way, and other similar interests. From time to time, we experience disputes with landowners
regarding the terms of the agreements for the land under our tower structures, which can affect our ability to access and operate such
towers. Further, landowners may not want to renew their agreements with us, they may lose their rights to the land, or they may
transfer their land interests to third parties, including ground lease aggregators and our competitors, which could affect our ability to
renew agreements on commercially viable terms or at all. In addition, the land underlying the 2,113 towers we acquired from Oi S.A.,
one of Brazil’s largest telecommunications providers, in 2013 is subject to a concession from the Federal Republic of Brazil that
expires in 2025. At the end of the term, the Brazilian government would have the right to (i) renew the concession upon newly
negotiated terms or (ii) terminate the concession and take possession of the land and the tower on such land. Although Oi S.A. has
entered into a non-terminable lease with us for 35 years, if the concession was not renewed, our site leasing revenue from co-located
tenants would terminate. For the year ended December 31, 2014, we generated 21.6% of our total international site leasing revenue
from these 2,113 towers.
As of December 31, 2014, the average remaining life under our ground leases, including renewal options under our control, was
approximately 33 years, and approximately 5.0% of our tower structures have ground leases maturing in the next 10 years. Failure to
protect our rights to the land under our towers may have a material adverse effect on our business, results of operations or financial
condition.
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Increasing competition may negatively impact our ability to grow our communication site portfolio long term.
We intend to grow our tower portfolio, domestically and internationally, through acquisitions and new builds and expect this
growth to be between 5-10% during 2015. Our ability to meet our growth targets significantly depends on our ability to build or
acquire existing towers that meet our investment requirements. Traditionally, our acquisition strategy has focused on acquiring towers
from smaller tower companies, independent tower developers and wireless service providers. However, as a result of consolidation in
the tower industry there are fewer of these mid-sized tower transactions available and there is more competition to acquire existing
towers. Increased competition for acquisitions may result in fewer acquisition opportunities for us, higher acquisition prices, and
increased difficulty in negotiating and consummating agreements to acquire such towers. Furthermore, to the extent that the tower
acquisition opportunities are for significant tower portfolios, many of our competitors are significantly larger and have greater
financial resources than us. As a result of these risks, the cost of acquiring these towers may be higher than we expect or we may not
be able to meet our long-term tower portfolio growth target. If we are not able to successfully address these challenges, we may not be
able to materially increase our tower portfolio in the long-term.
We currently intend to build 575 to 595 new towers, domestically and internationally, during 2015. However, our ability to
build these new towers is dependent upon the availability of sufficient capital to fund construction, our ability to locate, and acquire at
commercially reasonable prices, attractive locations for such towers and our ability to obtain the necessary zoning and permits.
Furthermore, with respect to our international new builds, our tower construction may be delayed or halted as a result of local zoning
restrictions, inconsistencies between laws or other barriers to construction in international markets.
Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community
developers, vary greatly, but typically require antenna tower and structure owners to obtain approval from local officials or
community standards organizations prior to tower or structure construction or modification.
Due to these risks, it may take longer to complete our new tower builds than anticipated, the costs of constructing or acquiring
these towers may be higher than we expect or we may not be able to add as many towers as we had planned in 2015. If we are not able
to increase our tower portfolio as anticipated, it could negatively impact our ability to achieve our financial goals.
New technologies and their use by carriers may have a material adverse effect on our growth rate and results of operations.
The emergence of new technologies could reduce the demand for space on our towers. For example, the increased use by
wireless service providers of signal combining and related technologies and products that allow two or more wireless service providers
to provide services on different transmission frequencies using the same communications antenna and other facilities normally used by
only one wireless service provider (i.e. network sharing) could reduce the demand for our tower space. Additionally, the use of
technologies that enhance spectral capacity, such as beam forming or “smart antenna,” that can increase the range and capacity of an
antenna could reduce the number of additional sites a wireless service provider needs to adequately serve a certain subscriber base and
therefore reduce demand for our tower space. The development and growth of communications and other new technologies that do not
require ground-based sites, such as the growth in delivery of video, voice and data services by satellites or other technologies, could
also adversely affect the demand for our tower space. If any of these or other new technologies are widely adopted in the future it
could have a material adverse effect on our growth and results of operations.
We may not be able to fully recognize the anticipated benefits of towers that we acquire.
A key element of our growth strategy is to increase our tower portfolio through acquisitions. We rely on our due diligence of
the towers and the representations and financial records of the sellers and other third parties to establish the anticipated revenues and
expenses and whether the acquired towers will meet our internal guidelines for current and future potential returns. In addition, we
may not always have the ability to analyze and verify all information regarding title, access and other issues regarding the land
underlying acquired towers. This is particularly true in our international acquisitions of towers from wireless service providers. To the
extent that these towers were acquired in individually material transactions, we may be required to place enhanced reliance on the
financial and operational representations and warranties of the sellers. If (i) these records are not complete or accurate, (ii) we do not
have complete access to, or use of, the land underlying the acquired towers or (iii) the towers do not achieve the financial results
anticipated, it could adversely affect our revenues and results of operations.
In addition, acquisitions which would be material in the aggregate may exacerbate the risks inherent with our growth strategy,
such as (i) an adverse impact on our overall profitability if the acquired towers do not achieve the financial results projected in our
valuation models, (ii) unanticipated costs associated with the acquisitions that may impact our results of operations for a period, (iii)
increased demands on our cash resources that may, among other things, impact our ability to explore other opportunities, (iv)
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undisclosed and assumed liabilities that we may be unable to recover, (v) increased vulnerability to general economic conditions, (vi)
an adverse impact on our existing customer relationships, (vii) additional expenses and exposure to new regulatory, political and
economic risks if such acquisitions were in new jurisdictions and (viii) diversion of managerial attention.
We may not successfully integrate acquired towers into our operations.
As part of our growth strategy, we have made and expect to continue to make acquisitions. The process of integrating any
acquired towers into our operations may result in unforeseen operating difficulties and large expenditures and may absorb significant
management attention that would otherwise be available for the ongoing development of our business. It may also result in the loss of
key customers and/or personnel and expose us to unanticipated liabilities. These risks may be exacerbated in those circumstances in
which we acquire a material number of towers. Further, we may not be able to retain the key employees that may be necessary to
operate the business we acquire, and we may not be able to timely attract new skilled employees and management to replace them.
There can be no assurance that we will be successful in integrating acquisitions into our existing business. This is particularly true in
our international acquisitions of towers from wireless service providers.
Delays or changes in the deployment or adoption of new technologies or slowing consumer adoption rates may have a material
adverse effect on our growth rate.
There can be no assurances that 3G, 4G, including long-term evolution (“LTE”), or other new wireless technologies will be
deployed or adopted as rapidly as projected or that these new technologies will be implemented in the manner anticipated. The
deployment of 3G experienced delays from the original projected timelines of the wireless and broadcast industries, and deployment
of 4G could experience delays. Additionally, the demand by consumers and the adoption rate of consumers for these new technologies
once deployed may be lower or slower than anticipated, particularly in certain of our international markets. These factors could have a
material adverse effect on our growth rate since growth opportunities and demand for our tower space as a result of such new
technologies may not be realized at the times or to the extent anticipated.
We may not secure as many site leasing tenants as planned or our lease rates for new tenant leases may decline.
If wireless service provider demand for tower space or our lease rates on new leases decrease, we may not be able to
successfully grow our site leasing business as expected. This may have a material adverse effect on our strategy, revenue growth and
our ability to satisfy our financial and other contractual obligations. Our plan for the growth of our site leasing business largely
depends on our management’s expectations and assumptions concerning future tenant demand and potential lease rates for our towers.
Increasing competition in the tower industry may create pricing pressures that may materially and adversely affect us.
Our industry is highly competitive, and our customers sometimes have alternatives for leasing antenna space. Some of our
competitors, such as (1) U.S. and international wireless carriers that allow co-location on their towers and (2) large independent tower
companies, have been, and based on recent consolidations continue to be, substantially larger and have greater financial resources than
us. This could provide them with advantages with respect to establishing favorable leasing terms with wireless service providers or in
their ability to acquire available towers.
In the site leasing business, we compete with:
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wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna
space to other providers;
national and regional tower companies; and
alternative facilities such as rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers.
We believe that tower location and capacity, quality of service, density within a geographic market and, to a lesser extent, price
historically have been and will continue to be the most significant competitive factors affecting the site leasing business. However,
competitive pricing pressures for tenants on towers from these competitors could materially and adversely affect our lease rates. In
addition, we may not be able to renew existing customer leases or enter into new customer leases, resulting in a material adverse
impact on our results of operations and growth rate. Increasing competition could also make the acquisition of high quality tower
assets more costly, or limit the acquisition opportunities altogether. Any of these factors could materially and adversely affect our
business, results of operations or financial condition.
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The site development segment of our industry is also extremely competitive. There are numerous large and small companies that
offer one or more of the services offered by our site development business. As a result of this competition, margins in this segment
may come under pressure. Many of our competitors have lower overhead expenses and therefore may be able to provide services at
prices that we consider unprofitable. If margins in this segment were to decrease, our consolidated revenues and our site development
segment operating profit could be adversely affected.
The documents governing our indebtedness contain restrictive covenants that could adversely affect our business by limiting our
flexibility.
The indentures governing the 5.75% Notes, the 5.625% Notes and the 4.875% Notes, the Senior Credit Agreement, and the
Secured Tower Revenue Securities contain restrictive covenants imposing significant operational and financial restrictions on us,
including restrictions that may limit our ability to engage in acts that may be in our long-term best interests. Among other things, the
covenants under each indenture limit our ability to:
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merge, consolidate or sell assets;
make restricted payments, including pay dividends or make other distributions;
enter into transactions with affiliates;
enter into sale and leaseback transactions; and
issue guarantees of indebtedness.
We are required to maintain certain financial ratios under the Senior Credit Agreement. As amended in February 2014, the
Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including, at the SBA Senior Finance II
level, (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.
Additionally, the mortgage loan relating to our Tower Securities contains financial covenants that require that the mortgage loan
borrowers maintain, on a consolidated basis, a minimum debt service coverage ratio. To the extent that the debt service coverage ratio,
as of the end of any calendar quarter, falls to 1.30 times 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 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times 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 1.15 times for a calendar quarter.
These covenants could place us at a disadvantage compared to some of our competitors which may have fewer restrictive
covenants and may not be required to operate under these restrictions. Further, these covenants could have an adverse effect on our
business by limiting our ability to take advantage of financing, new tower development, merger and acquisitions or other
opportunities. If we fail to comply with these covenants, it could result in an event of default under our debt instruments. If any default
occurs, all amounts outstanding under our outstanding notes and the Senior Credit Agreement may become immediately due and
payable.
Our variable rate indebtedness and refinancing obligations subject us to interest rate risk, which could cause our debt service
obligations to increase significantly.
Fluctuations in market interest rates may increase interest expense relating to our floating rate indebtedness, which we expect to
incur under the Revolving Credit Facility and Term Loans or upon refinancing our fixed rate debt. As a result, we are exposed to
interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even
though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our
indebtedness, will correspondingly decrease. There is no guarantee that any future refinancing of our indebtedness will have fixed
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interest rates or that interest rates on such indebtedness will be equal to or lower than the rates on our current indebtedness. In the
future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce
interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any
swaps we enter into may not fully mitigate our interest rate risk. We currently have no interest rate swaps.
Our dependence on our subsidiaries for cash flow may negatively affect our business.
We are a holding company with no business operations of our own. Our only significant assets are, and are expected to be, the
outstanding capital stock and membership interests of our subsidiaries. We conduct, and expect to continue conducting, all of our
business operations through our subsidiaries. Accordingly, our ability to pay our obligations is dependent upon dividends and other
distributions from our subsidiaries to us. Most of our indebtedness is owed directly by our subsidiaries, including the mortgage loan
underlying the Tower Securities, the 5.75% Notes, the Term Loans and any amounts that we may borrow under the Revolving Credit
Facility. Consequently, the first use of any cash flow from operations generated by such subsidiaries will be payments of interest and
principal, if any, under their respective indebtedness. Other than the cash required to repay amounts due under our outstanding
warrants related to our convertible notes, 5.625% Notes, and 4.875% Notes, we currently expect that substantially all the earnings and
cash flow of our subsidiaries will be retained and used by them in their operations, including servicing their respective debt
obligations. The ability of our operating subsidiaries to pay dividends or transfer assets to us is restricted by applicable state law and
contractual restrictions, including the terms of their outstanding debt instruments.
Our quarterly operating results for our site development services fluctuate and therefore we may not be able to adjust our cost
structure on a timely basis with regard to such fluctuations.
The demand for our site development services fluctuates from quarter to quarter and should not be considered indicative of
long-term results. Numerous factors cause these fluctuations, including:
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the timing and amount of our customers’ capital expenditures;
the size and scope of our projects;
the business practices of customers, such as deferring commitments on new projects until after the end of the calendar
year or the customers’ fiscal year;
delays relating to a project or tenant installation of equipment;
seasonal factors, such as weather, vacation days and total business days in a quarter;
the use of third party providers by our customers;
the rate and volume of wireless service providers’ network development; and
general economic conditions.
Although the demand for our site development services fluctuates, we incur significant fixed costs, such as maintaining a staff
and office space, in anticipation of future contracts. In addition, the timing of revenues is difficult to forecast because our sales cycle
may be relatively long. Therefore, we may not be able to adjust our cost structure on a timely basis to respond to the fluctuations in
demand for our site development services.
We have not been profitable and may incur losses in the future.
Historically, we have not been profitable. The following chart shows the net losses we incurred for the periods indicated:
Net loss
For the year ended December 31,
2014
2013
2012
(in thousands)
(24,295)
$
(55,909)
$
(181,390)
$
15
Our losses are principally due to depreciation, amortization and accretion expenses, interest expense (including non-cash interest
expense and amortization of deferred financing fees), and losses from the extinguishment of debt in the periods presented above.
The loss of the services of certain of our key personnel or a significant number of our employees may negatively affect our
business.
Our success depends to a significant extent upon performance and active participation of our key personnel. We cannot
guarantee that we will be successful in retaining the services of these key personnel. We have employment agreements with Jeffrey A.
Stoops, our President and Chief Executive Officer, Kurt L. Bagwell, our Executive Vice President and President—International,
Thomas P. Hunt, our Executive Vice President, Chief Administrative Officer and General Counsel, and Brendan T. Cavanagh, our
Executive Vice President and Chief Financial Officer. We do not have employment agreements with any of our other key personnel. If
we were to lose any key personnel, we may not be able to find an appropriate replacement on a timely basis and our results of
operations could be negatively affected. Further, the loss of a significant number of employees or our inability to hire a sufficient
number of qualified employees could have a material adverse effect on our business.
Our business is subject to government regulations and changes in current or future regulations could harm our business.
We are subject to federal, state and local regulation of our business, both in the U.S. and internationally. In the U.S., both the
FAA and the FCC regulate the construction, modification, and maintenance of towers and structures that support antennas used for
wireless communications and radio and television broadcasts. In addition, the FCC separately licenses and regulates wireless
communications equipment and television and radio stations operating from such towers. FAA and FCC regulations govern
construction, lighting, painting, and marking of towers and may, depending on the characteristics of the tower, require registration of
the tower. Certain proposals to construct new towers or to modify existing towers are reviewed by the FAA to ensure that the tower
will not present a hazard to air navigation.
Tower owners may have an obligation to mark or paint such towers or install lighting to conform to FAA and FCC regulations
and to maintain such marking, painting and lighting. Tower owners may also bear the responsibility of notifying the FAA of any
lighting outages. Certain proposals to operate wireless communications and radio or television stations from towers are also reviewed
by the FCC to ensure compliance with environmental impact requirements established in federal statutes, including NEPA, NHPA and
ESA. Failure to comply with existing or future applicable requirements may lead to civil penalties or other liabilities and may subject
us to significant indemnification liability to our customers against any such failure to comply. In addition, new regulations may
impose additional costly burdens on us, which may affect our revenues and cause delays in our growth.
Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community
developers, vary greatly, but typically require tower owners to obtain approval from local officials or community standards
organizations prior to tower construction or modification. Local regulations can delay, prevent, or increase the cost of new
construction, co-locations, or site upgrades, thereby limiting our ability to respond to customer demand. In addition, new regulations
may be adopted that increase delays or result in additional costs to us. Furthermore, with respect to our international new builds, our
tower construction may be delayed or halted as a result of local zoning restrictions, inconsistencies between laws or other barriers to
construction in international markets. These factors could have a material adverse effect on our future growth and operations.
Our towers are subject to damage from natural disasters.
Our towers are subject to risks associated with natural disasters such as tornadoes, hurricanes and earthquakes. We maintain
insurance to cover the estimated cost of replacing damaged towers, but these insurance policies are subject to loss limits and
deductibles. We also maintain third party liability insurance, subject to loss limits and deductibles, to protect us in the event of an
accident involving a tower. A tower accident for which we are uninsured or underinsured, or damage to a significant number of our
towers, could require us to incur significant expenditures and may have a material adverse effect on our operations or financial
condition.
To the extent that we are not able to meet our contractual obligations to our customers, due to a natural disaster or other
catastrophic circumstances, our customers may not be obligated or willing to pay their lease expenses; however, we would be required
to continue paying our fixed expenses related to the affected tower, including ground lease expenses. If we are unable to meet our
contractual obligations to our customers for a material portion of our towers, our operations could be materially and adversely
affected.
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We could have liability under environmental laws that could have a material adverse effect on our business, financial condition
and results of operations.
Our operations, like those of other companies engaged in similar businesses, are subject to the requirements of various federal,
state, local and foreign environmental and occupational safety and health laws and regulations, including those relating to the
management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances,
materials, and wastes. As owner, lessee, or operator of numerous tower structures, we may be liable for substantial costs of
remediating soil and groundwater contaminated by hazardous materials without regard to whether we, as the owner, lessee, or
operator, knew of or were responsible for the contamination. We may be subject to potentially significant fines or penalties if we fail
to comply with any of these requirements. The current cost of complying with these laws is not material to our financial condition or
results of operations. However, the requirements of these laws and regulations are complex, change frequently, and could become
more stringent in the future. It is possible that these requirements will change or that liabilities will arise in the future in a manner that
could have a material adverse effect on our business, financial condition and results of operations.
We could suffer adverse tax and other financial consequences if taxing authorities do not agree with our tax positions, or we are
unable to utilize our net operating losses.
We are periodically subject to a number of tax examinations by taxing authorities in the states and countries where we do
business. We also have significant deferred tax assets related to our net operating losses (“NOLs”) in U.S. federal and state taxing
jurisdictions. Generally, for U.S. federal and state tax purposes, NOLs can be carried forward and used for up to twenty years, and all
of our tax years will remain subject to examination until three years after our NOLs are used or expire. We expect that we will
continue to be subject to tax examinations in the future. In addition, U.S. federal, state and local, as well as international, tax laws and
regulations are extremely complex and subject to varying interpretations. We recognize tax benefits of uncertain tax positions when
we believe the positions are more likely than not of being sustained upon a challenge by the relevant tax authority. We believe our
judgments in this area are reasonable and correct, but there is no guarantee that we will be successful if challenged by a tax authority.
If there are tax benefits, including from our use of NOLs or other tax attributes, that are challenged successfully by a taxing authority,
we may be required to pay additional taxes or we may seek to enter into settlements with the taxing authorities, which could require
significant payments or otherwise have a material adverse effect on our business, results of operations and financial condition.
In addition, we may be limited in our ability to utilize our NOLs to offset future taxable income and thereby reduce our
otherwise payable income taxes. We have substantial federal and state NOLs, including significant portions obtained through
acquisitions and dispositions, as well as those generated through our historic business operations. In addition, we have disposed of
some entities and restructured other entities in conjunction with financing transactions and other business activities.
To the extent we believe that a position with respect to an NOL is not more likely than not to be sustained, we do not record the
related deferred tax asset. In addition, for NOLs that meet the recognition threshold, we assess the recoverability of the NOL and
establish a valuation allowance against the deferred tax asset related to the NOL if recoverability is questionable. Given the
uncertainty surrounding the recoverability of certain of our NOLs, we have established a valuation allowance to offset the related
deferred tax asset so as to reflect what we believe to be the recoverable portion of our NOLs.
Our ability to utilize our NOLs is also dependent, in part, upon us having sufficient future earnings to utilize our NOLs before
they expire. If market conditions change materially and we determine that we will be unable to generate sufficient taxable income in
the future to utilize our NOLs, we could be required to record an additional valuation allowance. We review our uncertain tax position
and the valuation allowance for our NOLs periodically and make adjustments from time to time, which can result in an increase or
decrease to the net deferred tax asset related to our NOLs. Our NOLs are also subject to review and potential disallowance upon audit
by the taxing authorities of the jurisdictions where the NOLs were incurred, and future changes in tax laws or interpretations of such
tax laws could limit materially our ability to utilize our NOLs. If we are unable to use our NOLs or use of our NOLs is limited, we
may have to make significant payments or otherwise record charges or reduce our deferred tax assets, which could have a material
adverse effect on our business, results of operations and financial condition.
Our issuance of equity securities and other associated transactions may trigger a future ownership change which may negatively
impact our ability to utilize net operating loss deferred tax assets in the future.
The issuance of equity securities and other associated transactions may increase the chance that we will have a future ownership
change under Section 382 of the Internal Revenue Code of 1986. We may also have a future ownership change, outside of our control,
caused by future equity transactions by our current shareholders. Depending on our market value at the time of such future ownership
change, an ownership change under Section 382 could negatively impact our ability to utilize our net operating loss deferred tax assets
in the event we generate future taxable income. Currently, we have recorded a full valuation allowance against our net operating loss
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deferred tax asset because we have concluded that our loss history indicates that it is not “more likely than not” that such deferred tax
assets will be realized.
Future sales of our Class A common stock in the public market or the issuance of other equity may cause dilution or adversely
affect the market price of our Class A common stock and our ability to raise funds in new equity or equity-related offerings.
Sales of a substantial number of shares of our Class A common stock or other equity-related securities in the public market,
including sales by any selling shareholder, could depress the market price of our Class A common stock and impair our ability to raise
capital through the sale of additional equity securities.
Our costs could increase and our revenues could decrease due to perceived health risks from RF energy.
The U.S. government imposes requirements and other guidelines relating to exposure to RF energy. Exposure to high levels of
RF energy can cause negative health effects. The potential connection between exposure to low levels of RF energy and certain
negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent
years. According to the FCC, the results of these studies to date have been inconclusive. However, public perception of possible health
risks associated with cellular and other wireless communications media could slow the growth of wireless companies, which could in
turn slow our growth. In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the
demand for wireless communications services. Moreover, if a connection between exposure to low levels of RF energy and possible
negative health effects, including cancer, were demonstrated, we could be subject to numerous claims. Our current policies provide no
coverage for claims based on RF energy exposure. If we were subject to claims relating to exposure to RF energy, even if such claims
were not ultimately found to have merit, our financial condition could be materially and adversely affected.
Our articles of incorporation, our bylaws and Florida law provide for anti-takeover provisions that could make it more difficult for
a third party to acquire us.
Provisions of our articles of incorporation, our bylaws and Florida law could make it more difficult for a third party to acquire
us, even if doing so would be beneficial to our shareholders. These provisions, alone or in combination with each other, may
discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment
of a premium over prevailing market prices to holders of our Class A common stock, or could limit the ability of our shareholders to
approve transactions that they may deem to be in their best interests.
ITEM 2. PROPERTIES
We are headquartered in Boca Raton, Florida where we currently lease approximately 103,000 square feet of office space in
multiple buildings. These leases expire at different dates extending through February 28, 2022. In addition, on November 1, 2013, we
purchased a new headquarters in Boca Raton, Florida where we currently own approximately 160,000 square feet of office space. We
have entered into long-term leases for international, regional, and certain site development office locations where we expect our
activities to be longer-term. We open and close project offices from time to time in connection with our site development business.
We believe our existing facilities are adequate for our current and planned levels of operations and that additional office space suited
for our needs is reasonably available in the markets within which we operate.
Our interests in towers and the land beneath them are comprised of a variety of fee interests, leasehold interests created by long-
term lease agreements, perpetual easements, easements, licenses, rights-of-way, and other similar interests. For the year ended
December 31, 2014, approximately 73% of our tower structures were located on parcels of land that we own, land subject to perpetual
easements, or parcels of land that have an interest that extends beyond 20 years. The average remaining life under our ground leases,
including renewal options under our control, has been extended to 33 years. In rural areas, support for our towers, equipment shelters,
and related equipment requires a tract of land typically up to 10,000 square feet. Less than 2,500 square feet is required for a
monopole or self-supporting tower of the kind typically used in metropolitan areas for wireless communications towers. Land leases
generally have an initial term of five years with five or more additional automatic renewal periods of five years, for a total of thirty
years or more.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe that
the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations or
liquidity.
18
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market for our Class A Common Stock
Our Class A common stock commenced trading under the symbol “SBAC” on The NASDAQ National Market System on
June 16, 1999. We now trade on the NASDAQ Global Select Market, a segment of the NASDAQ Global Market, formally known as
the NASDAQ National Market System.
The following table presents the high and low sales price for our Class A common stock for the periods indicated:
Quarter ended December 31, 2014
Quarter ended September 30, 2014
Quarter ended June 30, 2014
Quarter ended March 31, 2014
Quarter ended December 31, 2013
Quarter ended September 30, 2013
Quarter ended June 30, 2013
Quarter ended March 31, 2013
High
Low
$
$
$
$
$
$
$
$
122.79
114.37
102.57
99.64
92.21
80.65
82.31
74.04
$
$
$
$
$
$
$
$
103.83
99.70
87.03
87.29
76.77
71.10
70.55
66.68
As of February 19, 2015, there were 85 record holders of our Class A common stock.
Dividends
We have never paid a dividend on any class of common stock and anticipate that we will retain future earnings, if any, to fund
the development and growth of our business. Consequently, we do not anticipate paying cash dividends on our Class A common stock
in the foreseeable future. In addition, our ability to pay dividends is limited by the terms of our debt instruments.
19
Equity Compensation Plan
Equity compensation plans approved by
security holders
2001 Plan
2010 Plan
Equity compensation plans not approved by
security holders
Total
(1)
Equity Compensation Plan Information
(in thousands except exercise price)
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted Average
Exercise Price
of Outstanding
Options, Warrants
and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in first column (a))
(c)
507
$
3,065 (1) $
28.39
66.77 (1)
—
3,572
$
61.33
— (2)
11,290
—
11,290
Included in the number of securities in column (a) is 295,093 restricted stock units, which have no exercise price. The weighted
average exercise price of outstanding options, warrants and rights (excluding restricted stock units) is $73.89.
(2) This plan has been terminated, and we are no longer eligible to issue shares pursuant to the plan.
20
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data as of and for each of the five years in the period ended December 31,
2014. The financial data for the fiscal years ended 2014, 2013, 2012, 2011, and 2010 have been derived from our audited consolidated
financial statements. You should read the information set forth below in conjunction with our “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those consolidated financial
statements included in this Form 10-K.
Revenues:
Site leasing
Site development
Total revenues
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing
Cost of site development
Selling, general, and administrative
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Depreciation, accretion, and amortization
Total operating expenses
Operating income
Other income (expense):
Interest income
Interest expense
Non-cash interest expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Other income (expense)
Total other expense
Loss before provision for income taxes
Benefit (provision) for income taxes
Net loss from continuing operations
Income from discontinued operations, net of income taxes
Net loss
Net loss (income) attributable to the
noncontrolling interest
Net loss attributable to SBA Communications
Corporation
Basic and diluted per common share amounts:
Loss from continuing operations
Income from discontinued operations
$
$
Net loss per common share
$
Basic and diluted weighted avg. number of common shares
For the year ended December 31,
2014
2013
2012
2011
2010
(audited) (in thousands, except for per share data)
$ 1,360,202 $ 1,133,013 $
171,853
1,526,996 1,304,866
166,794
846,094 $
107,990
954,084
616,294 $
81,876
698,170
535,444
91,175
626,619
301,313
127,172
103,317
7,798
23,801
627,072
270,772
137,481
85,476
19,198
28,960
533,334
1,190,473 1,075,221
229,645
336,523
188,951
90,556
72,148
40,433
6,383
408,467
806,938
147,146
131,916
71,005
62,828
7,144
5,472
309,146
587,511
110,659
119,141
80,301
58,209
10,106
5,862
278,727
552,346
74,273
677
(292,600)
(27,112)
(17,572)
(26,204)
10,628
(352,183)
(15,660)
(8,635)
(24,295)
—
(24,295)
1,794
(249,051)
(49,085)
(15,560)
(6,099)
31,138
(286,863)
(57,218)
1,309
(55,909)
—
(55,909)
1,128
(196,241)
(70,110)
(12,870)
(51,799)
5,654
(324,238)
(177,092)
(6,594)
(183,686)
2,296
(181,390)
136
(160,896)
(63,629)
(9,188)
(1,696)
(165)
(235,438)
(124,779)
(2,113)
(126,892)
—
(126,892)
432
(149,921)
(60,070)
(9,099)
(49,060)
29
(267,689)
(193,416)
(1,005)
(194,421)
—
(194,421)
—
(24,295) $
—
(55,909) $
353
(181,037) $
436
(126,456) $
(253)
(194,674)
(0.19) $
—
(0.19) $
128,919
(0.44) $
—
(0.44) $
127,769
(1.53) $
0.02
(1.51) $
120,280
(1.14) $
—
(1.14) $
111,595
(1.68)
—
(1.68)
115,591
21
Balance Sheet Data
Cash and cash equivalents
Restricted cash - current (1)
Short-term investments
Property and equipment, net
Intangibles, net
Total assets
Total debt
Total shareholders' (deficit) equity
2014
2013
2012
2011
2010
(audited) (in thousands)
As of December 31,
$
39,443
52,519
5,549
2,762,417
4,189,540
7,841,125
7,860,799
(660,800)
$
122,112
47,305
5,446
2,578,444
3,387,198
6,783,188
5,876,607
356,966
$
233,099
27,708
5,471
2,671,317
3,134,133
6,615,911
5,356,103
652,991
$
47,316
22,266
5,773
1,583,393
1,639,784
3,606,399
3,354,485
(11,313)
$
64,254
29,456
4,016
1,534,318
1,500,012
3,400,175
2,827,450
317,110
Other Data
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
2014
2013
2012
2011
2010
For the year ended December 31,
(audited) (in thousands)
$
$
671,643
(1,760,127)
991,838
$
497,587
(817,198)
210,837
$
340,914
(2,269,120)
2,110,481
249,058
(503,273)
237,432
$
201,140
(416,370)
118,152
(1) Restricted cash of $52.5 million as of December 31, 2014 consisted of $52.1 million related to the Tower Securities loan
requirements and $0.4 million related to surety bonds issued for our benefit. Restricted cash of $47.3 million as of
December 31, 2013 consisted of $46.4 million related to the Tower Securities loan requirements and $0.9 million related to
surety bonds issued for our benefit. Restricted cash of $27.7 million as of December 31, 2012 consisted of $26.8 million related
to the Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit. Restricted cash of
$22.3 million as of December 31, 2011 consisted of $21.4 million related to Tower Securities loan requirements and $0.9
million related to surety bonds issued for our benefit. Restricted cash of $29.5 million as of December 31, 2010 consisted of
$28.6 million related to Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit.
22
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the information
contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-looking
statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors. Our
actual results may differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements” and
Item 1A. Risk Factors.
We are a leading independent owner and operator of wireless communications 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 Canada, Central America, and Brazil. Our
primary business line is our site leasing business, which contributed 96.3% of our total segment operating profit for the year ended
December 31, 2014. 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 December 31,
2014, we owned 24,292 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. We also managed or leased approximately 5,000
actual or potential towers, approximately 500 of which were revenue producing as of December 31, 2014. 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 Services
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 Brazil. Site leasing revenues are received primarily from
wireless service provider tenants, including AT&T, Sprint, Verizon Wireless, T-Mobile, Oi S.A., Digicel, Claro and Telefonica.
Wireless service providers enter into different tenant leases with us, each of which relates to the lease or use of space at an individual
tower. In the United States and Canada, our tenant leases are generally for an initial term of five to ten years with five 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 Brazilian markets typically have an initial term of 10
years with 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 Brazil escalate in accordance with a standard cost of living index.
Cost of site leasing revenue primarily consists of:
•
•
•
•
•
•
•
Rental payments on ground leases and other underlying property interests;
Straight-line rent adjustment for the difference between rental payments made and the expense recorded as if the
payments had been made evenly throughout the lease term (which may include renewal terms) of the underlying
property interests;
Property taxes;
Site maintenance and monitoring costs (exclusive of employee related costs);
Utilities;
Property insurance; and
Deferred lease origination cost amortization.
Ground leases are generally for an initial term of five years or more with multiple renewal terms of five year periods at our
option and provide for rent escalators which typically average 2-3% annually, or in Brazil adjust in accordance with a standard cost of
living index. As of December 31, 2014, approximately 73% 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
23
increase as a result of adding additional customers to the tower. The amount of direct costs associated with operating a tower 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, 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 due
and paid in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and
other local fees, (2) utilities, and (3) taxes. In our Canadian and Brazilian operations, significantly all of our revenue, expenses and
capital expenditures, including tenant leases, ground leases and other tower-related expenses, are denominated in local currency.
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 Note 20 of our Consolidated Financial Statements included in this annual report.
Segment operating profit as a percentage of total
2014
2013
2012
For the year ended December 31,
Domestic site leasing
International site leasing
Total site leasing
82.8%
13.5%
96.3%
89.9%
6.3%
96.2%
92.3%
5.2%
97.5%
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 network coverage
requirements. During 2015, we expect organic site leasing revenue in both our domestic and international segments to be consistent
with our growth in 2014. 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
upgrade their equipment. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we
have historically experienced low tenant lease terminations as a percentage of revenue.
Site Development Services
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 locations. Site development services 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; (4) support in
buying or 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.
For information regarding our operating segments, see Note 20 of our Consolidated Financial Statements included in this annual
report.
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes below 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 accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, 2014, included
herein. 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
24
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.
Revenue Recognition and Accounts Receivable
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 we perform 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 as the services are rendered. For those site development
contracts in which we perform 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, we
recognize the revenue related to that phase. Site development projects generally take from 3 to 12 months to complete.
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 our 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.
We perform periodic credit evaluations of our customers. We monitor collections and payments from our customers and
maintain 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.
Asset Impairment
We evaluate individual long-lived and related assets with finite lives for indicators of impairment to determine when an
impairment analysis should be performed. We evaluate our tower assets and current contract intangibles at the tower level, which is
the lowest level for which identifiable cash flows exists. We evaluate our network location intangibles for impairment at the tower
leasing business level whenever indicators of impairment are present. We have established a policy to at least annually evaluate our
tower assets and current contract intangibles for impairment.
We record an impairment charge when we believe 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, we calculate
future discounted cash flows and compare those amounts to the carrying value. We record 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, we make certain assumptions in determining an asset’s fair value for the purpose of calculating the amount of an
impairment charge.
Business Combinations
We account for business combinations under the acquisition method of accounting. The assets and liabilities we acquire are
recorded at fair market value at the date of each acquisition and the results of operations of the acquired assets are included with our
results of operations from the dates of the respective acquisitions. We continue 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
25
acquisition date. The intangible assets represent the value associated with the current leases at the acquisition date (“Current contract
intangibles”) and future tenant leases anticipated to be added to the communication sites (“Network location intangibles”) and were
calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have a useful
life consistent with the useful life of the related communication site assets, which is typically 15 years.
In connection with certain acquisitions, we may agree to pay contingent consideration (or earnouts) 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. We accrue for contingent consideration in connection with acquisitions at fair value as of the date of the acquisition. All
subsequent changes in fair value of contingent consideration are recorded through Consolidated Statements of Operations.
RESULTS OF OPERATIONS
Year Ended 2014 Compared to Year Ended 2013
Revenues and Segment Operating Profit:
Revenues
Domestic site leasing
International site leasing
Site development
Total
Cost of Revenues
Domestic site leasing
International site leasing
Site development
Total
Operating Profit
Domestic site leasing
International site leasing
Site development
Revenues
For the year ended
December 31,
2014
2013
Dollar
Change
Percentage
Change
$
$
$
$
$
(in thousands)
1,157,293 $
202,909
166,794
1,526,996 $
1,048,756 $
84,257
171,853
1,304,866 $
247,237 $
54,076
127,172
428,485 $
242,839 $
27,933
137,481
408,253 $
108,537
118,652
(5,059)
222,130
4,398
26,143
(10,309)
20,232
910,056 $
148,833
39,622
805,917 $
56,324
34,372
104,139
92,509
5,250
10.3%
140.8%
(2.9%)
17.0%
1.8%
93.6%
(7.5%)
5.0%
12.9%
164.2%
15.3%
Total revenues increased $222.1 million for the year ended December 31, 2014, as compared to the prior year, due largely to (i)
revenues from 6,532 towers acquired and 731 towers built since January 1, 2013 and (ii) organic site leasing growth from new leases,
contractual rent escalators, and lease amendments which increased the related rent to compensate for additional equipment added to
our towers.
Domestic site leasing revenues increased $108.5 million for the year ended December 31, 2014, as compared to the prior year,
due largely to (i) revenues from 426 towers acquired and 228 towers built since January 1, 2013 and (ii) organic site leasing growth
from new leases, contractual rent escalators, and lease amendments which increased the related rent to compensate for additional
equipment added to our towers.
International site leasing revenues increased $118.7 million for the year ended December 31, 2014, as compared to the prior
year, due largely to (i) revenues from 6,106 towers acquired and 503 towers built since January 1, 2013 and (ii) organic site leasing
growth from new leases, contractual rent escalators, and lease amendments which increased the related rent to compensate for
additional equipment added to our towers. The increase in international site leasing revenues includes the negative impact of $3.1
million from fluctuations in foreign currency exchange rates as compared to the prior year.
Site development revenues decreased $5.1 million for the year ended December 31, 2014, as compared to the prior year, as a
result of a reduction in the volume of work performed due to the timing of our wireless carrier customers’ initiatives.
26
Operating Profit
Domestic site leasing segment operating profit increased $104.1 million for the year ended December 31, 2014, as compared to
the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2013 as noted above and
(ii) organic site leasing growth from new leases, contractual rent escalators, and lease amendments with current tenants which
increased the related rent as a result of additional equipment added to our towers in addition to improving control of our site leasing
cost of revenue, and the positive impact of our ground lease purchase program.
International site leasing segment operating profit increased $92.5 million for the year ended December 31, 2014, as compared
to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2013 as noted above and
(ii) organic site leasing growth from new leases, contractual rent escalators, and lease amendments with current tenants which
increased the related rent as a result of additional equipment added to our towers in addition to improving control of our site leasing
cost of revenue, and the positive impact of our ground lease purchase program. The increase in international segment operating profit
includes the negative impact of $1.8 million from fluctuations in foreign currency exchange rates as compared to the prior year.
Site development segment operating profit increased $5.2 million for the year ended December 31, 2014, as compared to the
prior year, primarily due to higher margin carrier direct work performed in the current year, in particular the Sprint 2.5 GHz initiative.
Selling, General, and Administrative Expenses:
Domestic site leasing
International site leasing
Total site leasing
Site development
Not identified by segment
Total
For the year ended
December 31,
2014
2013
Dollar
Change
Percentage
Change
(in thousands)
$
$
$
67,611 $
16,762
84,373 $
9,074
9,870
103,317 $
59,320 $
10,065
69,385 $
7,760
8,331
85,476 $
8,291
6,697
14,988
1,314
1,539
17,841
14.0%
66.5%
21.6%
16.9%
18.5%
20.9%
Selling, general, and administrative expenses increased $17.8 million for the year ended December 31, 2014, as compared to the
prior year, primarily as a result of an increase in personnel, salaries, benefits, non-cash compensation, and other expenses due in large
part to our continued portfolio expansion primarily in Brazil.
Acquisition Related Adjustments and Expenses:
Domestic site leasing
International site leasing
Total
For the year ended
December 31,
2014
2013
(in thousands)
Dollar
Change
Percentage
Change
$
$
3,351 $
4,447
7,798 $
6,525 $
12,673
19,198 $
(3,174)
(8,226)
(11,400)
(48.6%)
(64.9%)
(59.4%)
Acquisition related adjustments and expenses decreased $11.4 million for the year ended December 31, 2014, as compared to
the prior year, primarily as a result of a reduction in an estimated pre-acquisition contingency, partially offset by an increase in
acquisition and integration related activities including two acquisitions from Oi S.A. which closed during the first and fourth quarters
of fiscal year 2014.
27
Asset Impairment and Decommission Costs:
Domestic site leasing
International site leasing
Total
For the year ended
December 31,
2014
2013
(in thousands)
Dollar
Change
Percentage
Change
$
$
21,538 $
2,263
23,801 $
26,478 $
2,482
28,960 $
(4,940)
(219)
(5,159)
(18.7%)
(8.8%)
(17.8%)
Asset impairment and decommission costs decreased $5.2 million for the year ended December 31, 2014, as compared to the
prior year, primarily as a result of the write-off of assets and related costs associated with the decommissioning of 214 towers during
the year ended December 31, 2014 as compared to the decommissioning of 248 towers during the prior year.
Depreciation, Accretion, and Amortization Expense:
Domestic site leasing
International site leasing
Total site leasing
Site development
Not identified by segment
Total
For the year ended
December 31,
2014
2013
Dollar
Change
Percentage
Change
$
$
$
(in thousands)
515,150 $
104,447
619,597 $
2,453
5,022
627,072 $
484,053 $
44,973
529,026 $
2,280
2,028
533,334 $
31,097
59,474
90,571
173
2,994
93,738
6.4%
132.2%
17.1%
7.6%
147.6%
17.6%
Depreciation, accretion, and amortization expense increased $93.7 million for the year ended December 31, 2014, as compared
to the prior year, due to an increase in the number of towers we acquired and built since January 1, 2013.
Operating Income (Loss):
Domestic site leasing
International site leasing
Total site leasing
Site development
Not identified by segment
Total
For the year ended
December 31,
2014
2013
Dollar
Change
Percentage
Change
$
$
$
(in thousands)
302,406 $
20,914
323,320 $
28,095
(14,892)
336,523 $
229,541 $
(13,869)
215,672 $
24,332
(10,359)
229,645 $
72,865
34,783
107,648
3,763
(4,533)
106,878
31.7%
(250.8%)
49.9%
15.5%
43.8%
46.5%
Domestic site leasing operating income increased $72.9 million for the year ended December 31, 2014, as compared to the prior
year, primarily due to higher segment operating profit and a reduction in asset impairment and decommission costs, partially offset by
increases in selling, general, and administrative expenses, depreciation, accretion, and amortization expense, and acquisition related
adjustments and expenses.
International site leasing operating income increased $34.8 million for the year ended December 31, 2014, as compared to the
prior year, primarily due to higher segment operating profit and a reduction in acquisition related adjustments and expenses, partially
offset by increases in selling, general, and administrative expenses and depreciation, accretion, and amortization expense.
28
Site development operating income increased $3.8 million for the year ended December 31, 2014, as compared to the prior year,
primarily due to higher segment operating profit, partially offset by increases in selling, general, and administrative expenses and
depreciation, accretion, and amortization expense.
Other Income (Expense):
Interest income
Interest expense
Non-cash interest expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Other income
Total
For the year ended
December 31,
2014
2013
Dollar
Change
Percentage
Change
$
677 $
1,794 $
(in thousands)
(292,600)
(27,112)
(17,572)
(26,204)
10,628
(352,183) $
(249,051)
(49,085)
(15,560)
(6,099)
31,138
(286,863) $
$
(1,117)
(43,549)
21,973
(2,012)
(20,105)
(20,510)
(65,320)
(62.3%)
17.5%
(44.8%)
12.9%
329.6%
(65.9%)
22.8%
Interest expense increased $43.5 million for the year ended December 31, 2014, as compared to the prior year, due to the higher
average principal amount of cash-interest bearing debt outstanding for the year ended December 31, 2014 compared to the prior year,
primarily resulting from the issuance of the 2013 and 2014 Tower Securities, 2014 Term Loan, and 4.875% Notes, partially offset by
the maturity of the 1.875% Notes and 4.0% Notes and full repayment of the 2011 Term Loan, 2012-2 Term Loan, 2010-1 Tower
Securities, and 8.25% Notes.
Non-cash interest expense decreased $22.0 million from the year ended December 31, 2014, compared to the prior year. This
decrease primarily reflects the full repayment of the 1.875% Notes in May of 2013 and 4.0% Notes in October of 2014.
Amortization of deferred financing fees increased $2.0 million for the year ended December 31, 2014, as compared to the prior
year, primarily resulting from the issuance of the 2013 and 2014 Tower Securities, 2014 Term Loan, and 4.875% Notes, partially
offset by the full repayment of the 2011 Term Loan, 2012-2 Term Loan, 8.25% Notes, and 2010-1 Tower Securities, and the maturity
of the 1.875% and 4.0% Notes.
Loss from extinguishment of debt increased $20.1 million for the year ended December 31, 2014, as compared to the prior year,
primarily due to the premium paid and write-off of the debt discount and deferred financing fees associated with the full redemption of
the 8.25% Notes, the write-off of a portion of the related debt discount and deferred financing fees associated with the repayment of
the 2011 Term Loan, 2012-2 Term Loan, and 2010-1 Tower Securities, and the early settlement of a portion of the 4.0% Notes.
Other income decreased $20.5 million for the year ended December 31, 2014, as compared to the prior year, primarily due to a
gain of $27.3 million recognized in the prior year period related to the sale of a bankruptcy claim. The current year period reflects a
$17.9 million gain realized on the settlement of two foreign currency contracts which were entered into and settled during the first
quarter of 2014 in order to hedge the purchase price of the Oi S.A. acquisition in Brazil which closed March 31, 2014 and a $12.5
million gain on the sale of a cost method investment during the fourth quarter of 2014. These gains were partially offset by a $23.0
million loss related to the remeasurement of a foreign denominated intercompany loan.
Net Loss:
For the year ended
December 31,
2014
2013
(in thousands)
Dollar
Change
Percentage
Change
Net loss
$
(24,295) $
(55,909) $
31,614
(56.5%)
Net loss was $24.3 million for the year ended December 31, 2014, a decrease of $31.6 million compared to a loss of $55.9
million in the prior year. The decrease in net loss is primarily due to an increase in our total segment operating profit and a decrease in
non-cash interest expense as compared to the prior year, offset by increases in selling, general, and administrative expenses, loss from
29
extinguishment of debt, depreciation, amortization, and accretion, and interest expense, as well as, a decrease in other income as
compared to the prior year.
Year Ended 2013 Compared to Year Ended 2012
Revenues and Segment Operating Profit:
Revenues
Domestic site leasing
International site leasing
Site development
Total
Cost of Revenues
Domestic site leasing
International site leasing
Site development
Total
Operating Profit
Domestic site leasing
International site leasing
Site development
Revenues
$
$
$
$
$
Dollar
Change
Percentage
Change
For the year ended
December 31,
2013
2012
(in thousands)
1,048,756 $
84,257
171,853
1,304,866 $
797,794 $
48,300
107,990
954,084 $
242,839 $
27,933
137,481
408,253 $
175,452 $
13,499
90,556
279,507 $
250,962
35,957
63,863
350,782
67,387
14,434
46,925
128,746
805,917 $
56,324
34,372
622,342 $
34,801
17,434
183,575
21,523
16,938
31.5%
74.4%
59.1%
36.8%
38.4%
106.9%
51.8%
46.1%
29.5%
61.8%
97.2%
Total revenues increased $350.8 million for the year ended December 31, 2013, as compared to the prior year, due largely to (i)
revenues from 9,136 towers acquired and 683 towers built since January 1, 2012 and (ii) organic site leasing growth from new leases,
contractual rent escalators, and lease amendments which increased the related rent to compensate for additional equipment added to
our towers.
Domestic site leasing revenues increased $251.0 million for the year ended December 31, 2013, as compared to the prior year,
due largely to (i) revenues from 5,735 towers acquired and 216 towers built since January 1, 2012 and (ii) organic site leasing growth
from new leases, contractual rent escalators, and lease amendments which increased the related rent to compensate for additional
equipment added to our towers.
International site leasing revenues increased $36.0 million for the year ended December 31, 2013, as compared to the prior year,
due largely to (i) revenues from 3,401 towers acquired and 467 towers built since January 1, 2012 and (ii) organic site leasing growth
from new leases, contractual rent escalators, and lease amendments which increased the related rent to compensate for additional
equipment added to our towers.
Site development revenue increased $63.9 million for the year ended December 31, 2013, as compared to the prior year, as a
result of a higher volume of work performed during the period as compared to the same period last year associated with the
deployment of next generation networks by wireless carriers, in particular, Sprint’s Network Vision and T-Mobile modernization
initiatives. Site development work mandated to us through our Sprint and T-Mobile master lease amendments contributed to this
increased volume.
Operating Profit
Domestic site leasing segment operating profit increased $183.6 million for the year ended December 31, 2013, as compared to
the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2012 as noted above and
(ii) organic site leasing growth from new leases, contractual rent escalators, and lease amendments with current tenants which
increased the related rent as a result of additional equipment added to our towers in addition to improving control of our site leasing
cost of revenue, and the positive impact of our ground lease purchase program.
30
International site leasing segment operating profit increased $21.5 million for the year ended December 31, 2013, as compared
to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2012 as noted above and
(ii) organic site leasing growth from new leases, contractual rent escalators, and lease amendments with current tenants which
increased the related rent as a result of additional equipment added to our towers in addition to improving control of our site leasing
cost of revenue, and the positive impact of our ground lease purchase program.
Site development segment operating profit increased $16.9 million for the year ended December 31, 2013, as compared to the
prior year, primarily due to the higher volume of work performed compared to the prior year associated with the deployment of next
generation networks by wireless carriers, in particular, the Sprint Network Vision and T-Mobile modernization initiatives.
Selling, General, and Administrative Expenses:
Domestic site leasing
International site leasing
Total site leasing
Site development
Not identified by segment
Total
For the year ended
December 31,
2013
2012
Dollar
Change
Percentage
Change
$
$
$
(in thousands)
59,320 $
10,065
69,385 $
7,760
8,331
85,476 $
48,228 $
7,481
55,709 $
8,187
8,252
72,148 $
11,092
2,584
13,676
(427)
79
13,328
23.0%
34.5%
24.5%
(5.2%)
1.0%
18.5%
Selling, general, and administrative expenses increased $13.3 million for the year ended December 31, 2013, as compared to the
prior year, primarily as a result of an increase in personnel, salaries, benefits, non-cash compensation, and other expenses due in part
to our continued portfolio expansion as well as costs incurred in connection with our international expansion.
Acquisition Related Adjustments and Expenses:
Domestic site leasing
International site leasing
Total
For the year ended
December 31,
2013
2012
(in thousands)
Dollar
Change
Percentage
Change
$
$
6,525 $
12,673
19,198 $
38,060 $
2,373
40,433 $
(31,535)
10,300
(21,235)
(82.9%)
434.0%
(52.5%)
Acquisition related adjustments and expenses decreased $21.2 million for the year ended December 31, 2013, as compared to
the prior year, primarily as a result of a decrease in the number of acquisitions. Acquisition related costs incurred during the year
ended December 31, 2012 associated with the Mobilitie and TowerCo acquisitions were $30.6 million.
Asset Impairment and Decommission Expenses:
Domestic site leasing
International site leasing
Total
For the year ended
December 31,
2013
2012
(in thousands)
Dollar
Change
Percentage
Change
$
$
26,478 $
2,482
28,960 $
4,020 $
2,363
6,383 $
22,458
119
22,577
558.7%
5.0%
353.7%
Asset impairment and decommission costs increased $22.6 million for the year ended December 31, 2013, as compared to the
prior year, primarily as a result of the write-off of assets and related costs associated with the decommissioning of 248 towers during
the year ended December 31, 2013 as compared to the decommissioning of 19 towers during the prior year.
31
Depreciation, Accretion, and Amortization Expenses:
Domestic site leasing
International site leasing
Total site leasing
Site development
Not identified by segment
Total
For the year ended
December 31,
2013
2012
Dollar
Change
Percentage
Change
(in thousands)
484,053 $
44,973
529,026 $
2,280
2,028
533,334 $
380,190 $
24,786
404,976 $
2,118
1,373
408,467 $
$
$
$
103,863
20,187
124,050
162
655
124,867
27.3%
81.4%
30.6%
7.6%
47.7%
30.6%
Depreciation, accretion, and amortization expense increased $124.9 million for the year ended December 31, 2013, as compared
to the prior year, due to an increase in the number of towers we built and acquired.
Operating Income (Loss):
Domestic site leasing
International site leasing
Total site leasing
Site development
Not identified by segment
Total
For the year ended
December 31,
2013
2012
Dollar
Change
Percentage
Change
$
$
$
(in thousands)
229,541 $
(13,869)
215,672 $
24,332
(10,359)
229,645 $
151,844 $
(2,202)
149,642 $
7,129
(9,625)
147,146 $
77,697
(11,667)
66,030
17,203
(734)
82,499
51.2%
529.8%
44.1%
241.3%
7.6%
56.1%
Domestic site leasing operating income increased $78.7 million for the year ended December 31, 2013, as compared to the prior
year, primarily due to higher segment operating profit and a reduction in acquisition related adjustments and expenses, partially offset
by increases in selling, general, and administrative expenses, depreciation, accretion, and amortization expense, and asset impairment
and decommission costs.
International site leasing operating loss increased $11.7 million for the year ended December 31, 2013, as compared to the prior
year, primarily due to increases in selling, general, and administrative expenses, acquisition related adjustments and expenses, and
depreciation, accretion, and amortization expense, partially offset by higher segment operating profit.
Site development operating income increased $17.2 million for the year ended December 31, 2013, as compared to the prior
year, primarily due to higher segment operating profit.
Other Income (Expense):
Interest income
Interest expense
Non-cash interest expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Other income
Total
For the year ended
December 31,
2013
2012
Dollar
Change
Percentage
Change
$
1,794 $
1,128 $
(in thousands)
(249,051)
(49,085)
(15,560)
(6,099)
31,138
(286,863) $
(196,241)
(70,110)
(12,870)
(51,799)
5,654
(324,238) $
$
32
666
(52,810)
21,025
(2,690)
45,700
25,484
37,375
59.0%
26.9%
(30.0%)
20.9%
(88.2%)
450.7%
(11.5%)
Interest expense increased $52.8 million for the year ended December 31, 2013, as compared to the prior year, primarily due to
higher average principal amount of cash-interest bearing debt outstanding for the year ended December 31, 2013 compared to the prior
year, primarily resulting from the issuance of the 2012-1 and 2012-2 Term Loans, 2012 Tower Securities, 2013 Tower Securities,
5.75% Notes, and 5.625% Notes. These increases were partially offset by the maturity of the 1.875% Notes, the full repayment of the
8.0% Senior Notes, as well as partial prepayments of the 2011 Term Loan, 2012-2 Term Loan, and 8.25% Senior Notes.
Non-cash interest expense decreased $21.0 million for the year ended December 31, 2013, as compared to the prior year
primarily as a result of the full repayment of the 1.875% Notes in May of 2013.
Amortization of deferred financing fees increased $2.7 million for the year ended December 31, 2013, as compared to the prior
year, primarily resulting from the issuance of the 2012-1 Term Loan, 2012-2 Term Loan, 2012 Tower Securities, 2013 Tower
Securities, 5.75% Notes, and 5.625% Notes. These increases were offset by the full redemption of the 8.0% Notes, the partial
redemption of the 8.25% Notes, and the settlement of the 1.875% Notes.
Loss from extinguishment of debt decreased $45.7 million for the year ended December 31, 2013, as compared to the prior year,
primarily due to the premium paid on the 8.0% and 8.25% Senior Notes during the second and third quarters of 2012 and the write off
of the related debt discount and deferred financing fees as compared to the write off of debt discounts and deferred financing fees
associated with the partial repayment of the 2011 and 2012-2 Term Loans in 2013.
Other income increased $25.5 million for the year ended December 31, 2013, as compared to the prior year, primarily due to a
$27.3 million gain on the sale of a bankruptcy claim against Lehman Brothers in the third quarter of 2013, as compared to a $4.6
million gain on partial settlement of a bankruptcy claim received during the year ended December 31, 2012.
Net Loss:
For the year ended
December 31,
2013
2012
(in thousands)
Dollar
Change
Percentage
Change
Net loss
$
(55,909) $
(181,390) $
125,481
(69.2%)
Net loss decreased $125.5 million for the year ended December 31, 2013, as compared to the prior year, primarily due to an
increase in our total segment operating profit, an increase in other income, and decreases in acquisition related expenses, loss from
extinguishment of debt, and non-cash interest expense as compared to the prior year. These items were partially offset by increases in
selling, general, and administrative expenses, asset impairment and decommission costs, depreciation, amortization, and accretion, and
interest expense.
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.
Adjusted EBITDA
We define Adjusted EBITDA as net loss 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 related
adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and
amortization, provision for or benefit from taxes, and income from discontinued operations.
We believe that Adjusted EBITDA is an indicator of the financial performance of our core businesses. 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 our 5.625% Notes, 5.75% Notes, and 4.875% Notes. Adjusted EBITDA is not
intended to be an alternative measure of operating income or gross profit margin as determined in accordance with GAAP.
33
Net loss
$
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Non-cash compensation
Loss from extinguishment of debt, net
Other (income) expense
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Interest income
Interest expense (1)
Depreciation, accretion, and amortization
Provision (benefit) for taxes (2)
Income from discontinued operations
Adjusted EBITDA
$
For the year ended December 31,
2014
2013
(in thousands)
2012
(24,295) $
(56,867)
36,271
22,671
26,204
(10,628)
7,798
23,801
(677)
337,284
627,072
10,120
—
998,754 $
(55,909) $
(65,611)
33,621
17,205
6,099
(31,138)
19,198
28,960
(1,794)
313,696
533,334
(493)
—
797,168 $
(181,390)
(52,009)
22,463
13,968
51,799
(5,654)
40,433
6,383
(1,128)
279,221
408,467
7,689
(2,296)
587,946
Interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.
(1)
(2) Provision for taxes includes $1,485, $817, and $1,095 of franchise taxes reflected in selling, general, and administrative
expenses on the Consolidated Statement of Operations for the year ended 2014, 2013, and 2012, respectively.
Adjusted EBITDA was $998.8 million for the year ended December 31, 2014 as compared to $797.2 million for the year ended
December 31, 2013. The increase of $201.6 million is primarily the result of increased segment operating profit from our domestic site
leasing, international site leasing, and site development segments offset partially by the increase in our cash selling, general, and
administrative expenses. The increase in Adjusted EBITDA includes the negative impact of $1.4 million from fluctuations in foreign
currency exchange rates as compared to the prior year.
Adjusted EBITDA was $797.2 million for the year ended December 31, 2013 as compared to $587.9 million for the year ended
December 31, 2012. The increase of $209.2 million is primarily the result of increased segment operating profit from our domestic site
leasing, international site leasing, and site development segments offset partially by the increase in our cash selling, general, and
administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own. SBAC’s only
significant asset is 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.
34
A summary of our cash flows is as follows:
For the year ended December 31,
2014
2013
2012
(in thousands)
Summary cash flow information
Cash provided by operating activities
Cash used in investing activities
Cash provided by financing activities
Increase (decrease) in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Cash provided by discontinued operations from operating activities
Cash and cash equivalents, beginning of year
$
671,643 $
(1,760,127)
991,838
(96,646)
13,977
—
122,112
Cash and cash equivalents, end of year
$
39,443 $
497,587 $
(817,198)
210,837
(108,774)
(2,213)
—
233,099
122,112 $
340,914
(2,269,120)
2,110,481
182,275
1,212
2,296
47,316
233,099
Operating Activities
Cash provided by operating activities was $671.6 million for the year ended December 31, 2014 as compared to $497.6
million for the year ended December 31, 2013. This increase was primarily due to an increase in segment operating profit from
domestic site leasing, international site leasing, and site development operating segments, partially offset by increased selling, general,
and administrative expenses, increased cash interest payments relating to the higher average amount of cash-interest bearing debt
outstanding for the year ended December 31, 2014 compared to the year ended December 31, 2013.
Investing Activities
A detail of our cash capital expenditures is as follows:
Acquisitions (1)
Construction and related costs on new tower builds
Augmentation and tower upgrades
Ground lease buyouts (2)
Purchase/refurbishment of headquarters building
Tower maintenance
General corporate
Total cash capital expenditures
For the year ended
December 31,
2014
2013
2012
(in thousands)
$ 1,540,258 $
92,207
72,329
44,964
19,471
20,047
7,197
$ 1,796,473 $
628,423 $ 2,205,859
76,552
24,427
46,865
—
8,562
3,724
846,272 $ 2,365,989
77,427
47,970
48,956
24,516
12,909
6,071
(1)
(2)
Included in our cash capital expenditures for the year ended December 31, 2013 is $175.9 million related to our acquisition of
800 towers from Vivo in the fourth quarter of 2012.
Excludes $10.8 million, $9.1 million, and $9.7 million spent to extend ground lease terms for the years ended December 31,
2014, 2013, and 2012, respectively.
Subsequent to December 31, 2014, we acquired 45 towers and related assets for $35.7 million in cash.
During fiscal year 2015, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and
general corporate expenditures of $30.0 million to $40.0 million and discretionary cash capital expenditures, based on current
acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of
$509.0 million to $529.0 million as well as potential, additional tower acquisitions not yet under contract. 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.
35
Financing Activities
During the first quarter of 2014, our subsidiary, SBA Senior Finance II, obtained a new senior secured term loan with an initial
aggregate principal amount of $1.5 billion (the “2014 Term Loan”). Net proceeds from the 2014 Term Loan were used to (1) repay in
full the remaining $180.5 million balance of the 2011 Term Loan, (2) repay in full the remaining $110.0 million balance of the 2012-2
Term Loan, (3) repay the $390.0 million outstanding balance under our Revolving Credit Facility, and (4) pay the cash consideration
in connection with the Oi S.A. acquisition which closed on March 31, 2014. The remaining net proceeds were used for general
corporate purposes.
During the year ended December 31, 2014, holders of the 4.0% Notes converted $499.9 million in principal which was settled
for $499.7 million in cash and 11.7 million shares of our Class A common stock. Concurrently with the settlement of our conversion
obligation, we settled the convertible note hedges receiving 11.7 million shares of our Class A common stock. As a result, our
outstanding share count was not impacted by the conversion of these notes. The remaining $38,000 aggregate principal amount of
4.0% Notes that was not converted matured on October 1, 2014 and was settled in cash at principal plus accrued interest.
During the year ended December 31, 2014, we paid $885.0 million to early settle approximately 87% of the original warrants
sold in connection with the issuance of the 4.0% Notes, representing approximately 14.4 million underlying shares of Class A
common stock, originally scheduled to mature in the first quarter of 2015. Subsequent to December 31, 2014, we settled additional
outstanding warrants for $82.7 million, representing approximately 1.2 million underlying shares. As of March 2, 2015, we have
approximately 5% of the original warrants still outstanding representing approximately 0.9 million underlying shares, which mature
over the balance of the first quarter of 2015 and will be settled by April 2, 2015.
On July 1, 2014, we issued $750.0 million aggregate principal amount of our 4.875% Senior Notes due 2022 (the “4.875%
Notes”). Net proceeds from the 4.875% Notes were used to (i) redeem all of the 8.25% Notes due 2019 including the associated call
premium for $253.0 million and (ii) pay the conversion obligations with respect to approximately $121.0 million aggregate principal
amount of our 4.0% Notes. All remaining net proceeds were used for general corporate purposes.
On October 15, 2014, we, through our existing SBA Tower Trust, issued $920.0 million of 2.898% Secured Tower Revenue
Securities Series 2014-1C and $620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C (collectively the “2014
Tower Securities”). Net proceeds from this offering were used to prepay in full $680.0 million of 2010-1Tower Securities and to repay
the $300.0 million outstanding balance under the Revolving Credit Facility which had been drawn in order to partially repay the 4.0%
Notes due October 1, 2014. The remaining net proceeds were used for general corporate purposes.
During the year ended December 31, 2014, we borrowed $700.0 million and repaid $790.0 million under the Revolving Credit
Facility, resulting in an outstanding balance on the Revolving Credit Facility at year-end of $125.0 million. As of December 31, 2014,
the availability under the Revolving Credit Facility was $645.0 million, subject to compliance with specified financial ratios and
satisfaction of other customary conditions to borrowing. As discussed further below under the Senior Credit Agreement, we entered
into an amendment on February 5, 2015 to, among other things, increase the availability under our Revolving Credit Facility from
$770.0 million to $1.0 billion.
During the year ended December 31, 2014, we did not repurchase any shares of our Class A common stock under our stock
repurchase program. As of December 31, 2014, we had a remaining authorization to repurchase $150.0 million of Class A common
stock under our current $300.0 million stock repurchase program.
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 year ended December 31, 2014, we
did not issue any shares of Class A common stock under this registration statement. As of December 31, 2014, we had approximately
1.7 million shares of Class A common stock remaining under this shelf registration statement.
On February 27, 2012, 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. For the year ended December 31, 2012,
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we issued 6,005,000 shares of our Class A common stock under the automatic shelf registration statement and the prospectus
supplement related thereto. No shares were issued in 2013 or 2014.
Debt Instruments and Debt Service Requirements
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. As of
December 31, 2014, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
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 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
On February 5, 2015, SBA Senior Finance II entered into the 2015 Revolving Refinancing Amendment with several banks and
other financial institutions or entities from time to time parties to the Senior Credit Agreement to, among other things, (i) increase the
availability under our Revolving Credit Facility from $770.0 million to $1.0 billion, (ii) extend the maturity date of the Revolving
Credit Facility to February 5, 2020, (iii) provide for the ability to borrow in U.S. dollars and certain designated foreign currencies, and
(iv) lower the applicable interest rate margins and commitment fees under the Revolving Credit Facility.
As amended, 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, subject to compliance with specific financial ratios and 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. 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
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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, 2014, we borrowed $700.0 million and repaid $790.0 million of the outstanding balance
under the Revolving Credit Facility. As of December 31, 2014, the amount outstanding of $125.0 million was accruing interest at an
average rate of 2.541%. The availability under the Revolving Credit Facility was $645.0 million at December 31, 2014, subject to
compliance with specified financial ratios and satisfaction of other customary conditions to borrowing.
As of March 2, 2015, the amount outstanding under the Revolving Credit Facility was $200.0 million. The availability under the
Revolving Credit Facility was $800.0 million at March 2, 2015, subject to compliance with specified financial ratios and satisfaction
of other customary conditions to borrowing.
Term Loans under the Senior Credit Agreement
2011 Term Loan
On February 7, 2014, we repaid the entire $180.5 million outstanding principal balance of the 2011 Term Loan. The 2011 Term
Loan accrued interest at SBA Senior Finance II’s election at either the Base Rate plus a margin of 175 basis points (with a base rate
floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of December 31, 2013, the
2011 Term Loan was accruing interest at 3.75%.
2012-1 Term Loan
The 2012-1 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $200.0 million that
matures on May 9, 2017. The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a
margin that ranges from 100 to 150 basis points or the Eurodollar Rate plus a margin that ranges 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). As of December 31, 2014, the 2012-1 Term Loan was accruing interest at 2.67% per annum. Principal payments on the
2012-1 Term Loan commenced on September 30, 2012 and are being made in quarterly installments on the last day of each March,
June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four
quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the
2012-1 Term Loan without premium or penalty. To the extent not previously repaid, the 2012-1 Term Loan will be due and payable
on the maturity date. The 2012-1 Term Loan was issued at par. We incurred deferred financing fees of $2.7 million in relation to this
transaction which are being amortized through the maturity date.
During the year ended December 31, 2014, we repaid $12.5 million of principal on the 2012-1 Term Loan. As of December 31,
2014, the 2012-1 Term Loan had a principal balance of $172.5 million.
2012-2 Term Loan
On February 7, 2014, we repaid the entire $110.0 million outstanding principal balance of the 2012-2 Term Loan. The 2012-2
Term Loan accrued interest at SBA Senior Finance II’s election at either the Base Rate plus a margin of 175 basis points (with a base
rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of December 31, 2013,
the 2012-2 Term Loan was accruing interest at 3.75%.
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. The 2014 Term Loan accrues 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, 2014, the 2014 Term Loan was accruing
interest at 3.25% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and will be made in
quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.75 million. SBA
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Senior Finance II has the ability to prepay any or all amounts under the 2014 Term Loan. We incurred deferred financing fees of
approximately $12.9 million to date in relation to this transaction which are being amortized through the maturity date.
Net proceeds from the 2014 Term Loan were used (1) to repay in full the remaining $180.5 million balance of the 2011 Term
Loan, (2) to repay in full the remaining $110.0 million balance of the 2012-2 Term Loan, (3) to repay the $390.0 million outstanding
balance under the Revolving Credit Facility, (4) to pay the cash consideration in connection with our acquisition of towers from Oi
S.A. in Brazil, and (5) for general corporate purposes.
During the year ended December 31, 2014, we repaid $7.5 million of principal on the 2014 Term Loan. As of December 31,
2014, the 2014 Term Loan had a principal balance of $1.5 billion.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
The mortgage loan underlying the 2010 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, and 2014 Tower
Securities (together the “Tower Securities”) will be paid from the operating cash flows from the aggregate 9,659 tower sites owned by
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, 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 nine months (in the case of the components corresponding to the 2010 Tower Securities), twelve months (in the case of the
component corresponding to the 2012 Tower Securities, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue
Securities Series 2013-1D, and Secured Tower Revenue Securities Series 2014-1C), 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 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 nine months (in the case of the components corresponding to the 2010 Tower Securities), twelve months (in the case of the
component corresponding to the 2012 Tower Securities, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue
Securities Series 2013-1D, and Secured Tower Revenue Securities Series 2014-1C), 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 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
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prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if
either the 2010-2 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, or the 2014 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 SBA Network Management, Inc., fourth to repay principal of the Tower Securities and fifth to repay the
additional interest discussed above. 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, 2014, the Borrowers met the required Debt Service Coverage Ratio as
set forth in the mortgage loan agreement and were in compliance with all other covenants.
2010 Tower Securities
On April 16, 2010, we, through a New York common law trust (the “Trust”), issued $680.0 million of 2010-1 Tower Securities
and $550.0 million of 2010-2 Tower Securities (together the “2010 Tower Securities”). The 2010-1 Tower Securities had an annual
interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The anticipated repayment date and
the final maturity date for the 2010–1 Tower Securities were April 15, 2015 and April 16, 2040, respectively. The anticipated
repayment date and the final maturity date for the 2010–2 Tower Securities are April 17, 2017 and April 15, 2042, respectively. The
sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined below). We incurred
deferred financing fees of $18.0 million in relation to this transaction which were being amortized through the anticipated repayment
date of each of the 2010 Tower Securities.
On October 15, 2014, we repaid in full the 2010-1 Tower Securities with proceeds from the 2014 Tower Securities (defined
below). In connection with the prepayment, we expensed $1.1 million of net deferred financing fees.
2012 Tower Securities
On August 9, 2012, we, through the Trust, issued $610.0 million of Secured Tower Revenue Securities Series 2012 (the “2012
Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042.
The fixed interest rate of the 2012 Tower Securities is 2.933% per annum, payable monthly. We incurred deferred financing fees of
$14.9 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2012 Tower
Securities.
2013 Tower Securities
On April 18, 2013, we, 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 17, 2018 and a final maturity date of April 17, 2043, $575.0 million of 3.722%
Secured Tower Revenue Securities Series 2013-2C which have an anticipated repayment date of April 17, 2023 and a final maturity
date of April 17, 2048, and $330.0 million of 3.598% Secured Tower Revenue Securities Series 2013-1D which have an anticipated
repayment date of April 17, 2018 and a final maturity date of April 17, 2043 (collectively the “2013 Tower Securities”). The aggregate
$1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% and a weighted average life through the anticipated
repayment date of 7.2 years. We 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.
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 and a final maturity date of October 15, 2019 and October 17, 2044 , respectively, and
$620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C which have an anticipated repayment date and a final
maturity date of October 15, 2024 and October 15, 2049 , respectively, (collectively the “2014 Tower Securities”). The aggregate
$1.54 billion of 2014 Tower Securities have a blended interest rate of 3.289% and a weighted average life through the anticipated
repayment date of 7.0 years. Net proceeds from this offering were used to prepay in full $680.0 million of the 2010-1 Tower Securities
and to repay the $300.0 million outstanding balance under the Revolving Credit Facility which had been drawn in order to partially
repay the 4.0% Notes. The remaining net proceeds were used for general corporate purposes. We have incurred deferred financing
fees in the aggregate of $21.8 million in relation to this transaction which are being amortized through the anticipated repayment date
of each of the 2014 Tower Securities.
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In connection with the issuance of the 2014 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 and SBA GC Towers, 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 Amended and Restated Loan and Security Agreement pursuant to which,
among other things, (i) the existing Amended and Restated Loan and Security Agreement was amended and restated, (ii) the
outstanding principal amount of the mortgage loan was increased by a net of $860 million (after giving effect to the repayment of the
2010-1 Tower Securities), as described above), and (iii) the Borrowers became jointly and severally liable for the aggregate $4.03
billion borrowed under the mortgage loan corresponding to the 2010-2 Tower Securities, 2012 Tower Securities, 2013 Tower
Securities, and the newly issued 2014 Tower Securities.
4.0% Convertible Senior Notes due 2014
On April 24, 2009, we issued $500.0 million of 4.0% Convertible Senior Notes (“4.0% Notes”) in a private placement
transaction. Interest was payable semi-annually on April 1 and October 1.
The 4.0% Notes were convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate
of 32.9164 shares of our Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary
adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium
based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April
20, 2009, the purchase agreement date.
Concurrently with the pricing of the 4.0% Notes, we entered into convertible note hedge and warrant transactions with affiliates
of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to
the 4.0% Notes is $30.38 per share of our Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the
upper strike price of the warrant transactions is $44.64 per share.
Effective March 17, 2014, we elected to settle the principal amount of any conversions in cash and any additional conversion
consideration at the conversion rate then applicable in shares of our Class A common stock. Concurrently with the settlement of any
4.0% Notes converted, we settled the associated convertible note hedges and received an equal number of shares to those issued to the
noteholders.
During the year ended December 31, 2014, holders of the 4.0% Notes converted $499.9 million in principal which was settled
for $499.7 million in cash and 11.7 million shares of our Class A common stock. Concurrently with the settlement of our conversion
obligation, we settled the convertible note hedges receiving 11.7 million shares of our Class A common stock. As a result, our
outstanding share count was not impacted by the conversion of these notes. The remaining $38,000 aggregate principal amount of
4.0% Notes that was not converted matured on October 1, 2014 and was settled in cash at principal plus accrued interest.
During the year ended December 31, 2014, we paid $885.0 million to early settle approximately 87% of the original warrants
sold in connection with the issuance of the 4.0% Notes, representing approximately 14.4 million underlying shares of Class A
common stock, originally scheduled to mature in the first quarter of 2015. Subsequent to December 31, 2014, we settled additional
outstanding warrants for $82.7 million, representing approximately 1.2 million underlying shares. As of March 2, 2015, we have
approximately 5% of the original warrants still outstanding representing approximately 0.9 million underlying shares, which will
mature over the balance of the first quarter of 2015 and be settled by April 2, 2015.
Senior Notes
8.25% Senior Notes
On August 15, 2014, we used proceeds from the 4.875% Notes (defined below) to redeem the remaining $243.8 million
principal balance and to pay $10.1 million as a premium on redemption of the 8.25% Notes.
5.75% Senior Notes
On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020.
The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and
January 15 of each year beginning on January 15, 2013. We have incurred deferred financing fees of $14.0 million in relation to this
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transaction which are being amortized through the maturity date. We used the net proceeds from this offering to (1) repay all amounts
outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under the Revolving Credit Facility. The
remaining proceeds were used for general corporate purposes.
The 5.75% Notes are subject to redemption in whole or in part on or after July 15, 2016 at the redemption prices set forth in the
indenture agreement plus accrued and unpaid interest. Prior to July 15, 2015, Telecommunications may at its option redeem up to 35%
of the aggregate principal amount of the 5.75% Notes originally issued at a redemption price of 105.75% of the principal amount of
the 5.75% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity
offerings. If redeemed during the twelve-month period beginning on July 15, 2016, July 15, 2017, or July 15, 2018 through maturity,
the redemption price will be 102.875%, 101.438%, and 100.000%, respectively, of the principal amount of the 5.75% Notes to be
redeemed on the redemption date plus accrued and unpaid interest.
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 has fully and unconditionally guaranteed the Senior
Notes issued by Telecommunications.
5.625% Senior Notes
On September 28, 2012, we issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The
5.625% Notes accrue interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Notes is due semi-annually
on October 1 and April 1 of each year beginning on April 1, 2013. We have incurred deferred financing fees of $8.6 million in relation
to this transaction which are being amortized through the maturity date. We used the proceeds from the issuance of the 5.625% Notes
to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition.
The 5.625% Notes are subject to redemption in whole or in part on or after October 1, 2016 at the redemption prices set forth in
the indenture agreement plus accrued and unpaid interest. Prior to October 1, 2015, the Company may at its option redeem up to 35%
of the aggregate principal amount of the 5.625% Notes originally issued at a redemption price of 105.625% of the principal amount of
the 5.625% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity
offerings. If redeemed during the twelve-month period beginning on October 1, 2016, October 1, 2017, or October 1, 2018 until
maturity, the redemption price will be 102.813%, 101.406%, and 100.000%, respectively, of the principal amount of the 5.625%
Notes to be redeemed on the redemption date plus accrued and unpaid interest.
4.875% Senior Notes
On July 1, 2014, we issued $750.0 million of unsecured senior notes due July 15, 2022 (the “4.875% Notes”). The 4.875%
Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 4.875% Notes is due
semi-annually on January 15 and July 15 of each year beginning January 15, 2015. We incurred deferred financing fees of $11.5
million in relation to this transaction which are being amortized through the maturity date. Net proceeds from the 4.875% Notes were
used to (i) redeem all of the 8.25% Notes due 2019 including the associated call premium for $253.0 million and (ii) pay the
conversion obligations with respect to approximately $121.0 million aggregate principal amount of our 4.0% Notes. All remaining net
proceeds were used for general corporate purposes.
In connection with the issuance of the 4.875% Notes, we entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration
Rights Agreement, we agreed to use our reasonable best efforts to file and have declared effective a registration statement with respect
to an offer to exchange the 4.875% Notes for new notes registered under the Securities Act, and complete the exchange offer on or
prior to June 26, 2015. If we fail to consummate the exchange by this date, we will be obligated to pay additional interest of 0.25% per
annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until
our registration obligations are fulfilled, up to a maximum of 1.00% per annum.
The 4.875% 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. Prior to July 15, 2017, we may at our option redeem up to 35% of the aggregate
principal amount of the 4.875% Notes originally issued at a redemption price of 104.875% of the principal amount of the 4.875%
Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. If
redeemed during the twelve-month period beginning on July 15, 2017, July 15, 2018, July 15, 2019, or July 15, 2020 until maturity,
the redemption price will be 103.656%, 102.438%, 101.219% and 100.000%, respectively, of the principal amount of the 4.875%
Notes to be redeemed on the redemption date plus accrued and unpaid interest.
42
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 and 7.5x for Telecommunications, (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 and
Telecommunications (as defined in the Indentures) to incur liens securing indebtedness.
BNDES Loans
During 2013, we assumed several loans valued at $5.0 million as part of an acquisition in Brazil (the “BNDES Loans”). In April
2014, we repaid in full the $6.3 million outstanding balance of the BNDES Loans. The BNDES Loans had interest rates ranging from
2.5% to 6.5%.
Debt Service
As of December 31, 2014, we believe that our cash on hand, capacity available 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.
The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts
outstanding as of December 31, 2014 and the interest rates accruing on those amounts on such date (in thousands):
5.625% Senior Notes due 2019
5.750% Senior Notes due 2020
4.875% Senior Notes due 2022
5.101% Secured Tower Revenue Securities Series 2010-2
2.933% Secured Tower Revenue Securities Series 2012
2.240% Secured Tower Revenue Securities Series 2013-1C
3.722% Secured Tower Revenue Securities Series 2013-2C
3.598% Secured Tower Revenue Securities Series 2013-1D
2.898% Secured Tower Revenue Securities Series 2014-1C
3.869% Secured Tower Revenue Securities Series 2014-2C
Revolving Credit Facility (1)
2012-1 Term Loan A
2014 Term Loan B
Total debt service for next 12 months (2)
$
28,125
46,000
36,563
28,230
18,085
9,655
21,584
11,978
26,954
24,185
5,595
21,947
63,323
$
342,224
(1)
(2)
Prior to February 5, 2015, the Revolving Credit Agreement required SBA Senior Finance II to pay a commitment fee of 0.375%
to 0.5%, depending on Borrower leverage, per annum on the amount of unused commitment. As amended February 5, 2015, the
Revolving Credit Agreement reduced the commitment fee to 0.25% per annum on the amount of unused commitment.
Furthermore, the amended Revolving Credit Agreement reduced the interest rate on borrowings between 0.375% and 0.5%
depending on Borrower leverage. The amount above does not factor in the reduced commitment fee or interest rate.
Total debt service excludes amounts necessary to settle the remaining 2.1 million warrants as of December 31, 2014 scheduled
to settle during the first and second quarters of 2015.
Inflation
The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a high rate of
inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are
governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation
other than our contracts in Brazil which have inflationary index based rental escalators.
43
Commitments and Contractual Obligations
The following table summarizes our scheduled contractual commitments as of December 31, 2014:
2015
2016
2017
2018
2019
(in thousands)
$
Debt
Interest payments (1)
Operating leases
Capital leases
Employment agreements
Total contractual obligations
$
32,500 $
309,724
135,563
1,652
1,950
481,389 $
35,000 $
308,727
136,675
975
700
482,077 $
1,435,000 $
280,017
138,640
499
700
770,000 $
236,700
140,209
148
—
1,854,856 $
1,147,057 $
1,435,000
217,065
140,620
—
—
1,792,685
(1) Represents interest payments based on the 2010-2 Tower Securities interest rate of 5.1010%, the 2012 Tower Securities interest
rate of 2.933%, the 2013-1C Tower Securities interest rate of 2.240%, the 2013-2C Tower Securities interest rate of 3.722%, the
2013-1D Tower Securities interest rate of 3.598%, the 2014-1C Tower Securities interest rate of 2.898%, the 2014-2C Tower
Securities interest rate of 3.869%, $50.0 million of the Revolving Credit Facility interest rate of 2.535% as of December 31,
2014, $75.0 million of the Revolving Credit Facility interest rate of 2.545% as of December 31, 2014, 2012-1 Term Loan at an
interest rate of 2.67% as of December 31, 2014, the 2014 Term Loan at an interest rate of 3.25% as of December 31, 2014, and
the Senior Notes interest rates of 5.625%, 5.750%. and 4.875%.
Off-Balance Sheet Arrangements
We are not involved in any off-balance sheet arrangements.
44
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, 2014:
2015
2016
2017
2018
2019
Thereafter
Total
Fair Value
Debt:
(in thousands)
5.625% Senior Notes due 2019
$
5.750% Senior Notes due 2020
4.875% Senior Notes due 2022
— $
—
—
— $
—
—
— $
—
—
— $
500,000 $
— $
500,000 $
511,250
—
—
—
—
800,000
800,000
750,000
750,000
816,000
721,875
5.101% 2010-2 Tower
Securities (1)
2.933% 2012 Tower
Securities (1)
2.240% 2013-1C Tower
Securities (1)
3.722% 2013-2C Tower
Securities (1)
3.598% 2013-1D Tower
Securities (1)
2.898% 2014-1C Tower
Securities (1)
3.869% 2014-2C Tower
Securities (1)
Revolving Credit Facility (2)
2012-1 Term Loan
—
—
550,000
—
—
—
550,000
576,901
—
—
610,000
—
—
—
610,000
620,175
—
—
—
425,000
—
—
425,000
420,776
—
—
—
—
—
575,000
575,000
584,344
—
—
—
330,000
—
—
330,000
330,551
—
—
—
—
920,000
—
920,000
920,515
—
—
—
—
—
125,000
17,500
20,000
135,000
—
—
—
—
—
—
620,000
620,000
629,474
—
—
125,000
172,500
125,000
171,422
2014 Term Loan
15,000
15,000
15,000
15,000
15,000
1,417,500
1,492,500
1,458,919
Total debt obligation
$
32,500 $
35,000 $ 1,435,000 $
770,000 $ 1,435,000 $ 4,162,500 $ 7,870,000 $
7,887,202
(1) The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 17, 2017 and April 15, 2042,
respectively.
The anticipated repayment date and the final maturity date for the 2012 Tower Securities is December 15, 2017 and December
15, 2042, respectively.
The anticipated repayment date and the final maturity date for the 2013-1C Tower Securities is April 17, 2018 and April 17,
2043, respectively.
The anticipated repayment date and the final maturity date for the 2013-2C Tower Securities is April 17, 2023 and April 17,
2048, respectively.
The anticipated repayment date and the final maturity date for the 2013-1D Tower Securities is April 17, 2018 and April 17,
2043, respectively.
The anticipated repayment date and the final maturity date for the 2014-1C Tower Securities is October 15, 2019 and October
17, 2044, respectively.
The anticipated repayment date and the final maturity date for the 2014-2C Tower Securities is October 15, 2024 and October
15, 2049, respectively.
(2) On February 5, 2015, the maturity date of the Revolving Credit Facility was extended to February 5, 2020.
Our current primary market risk exposure is interest rate risk relating to (1) our ability to refinance our debt at commercially
reasonable rates, if at all, (2) interest rate risk relating to the impact of interest rate movements on our 2012-1 Term Loan and 2014
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
45
position on an ongoing basis. In addition, in connection with our remaining outstanding warrants sold in connection with our
convertible notes, we are subject to market risk associated with the market price of our common stock.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil,
Canada, Costa Rica, Guatemala, and Nicaragua. 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 and Canada, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. 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, 2014, approximately 9.8% of our
revenues and approximately 11.1% 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, 2014. As of December 31, 2014, the analysis indicated that such an adverse
movement would have caused our revenues and operating results to fluctuate by less than 1% for the year ended December 31, 2014.
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 Securities Exchange Act of 1934, as amended. 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:
•
•
•
•
•
•
•
•
•
•
our expectations on the future growth and financial health of the wireless industry and the industry participants, and the
drivers of such growth;
our beliefs regarding our ability to capture and capitalize on industry growth and the impact of such growth on our
financial and operational results;
our expectations regarding the opportunities in the international wireless markets in which we currently operate or have
targeted for growth, our beliefs regarding how we can capitalize on such opportunities, and our intent to continue
expanding internationally through new builds and acquisitions;
our expectation 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
network coverage requirements and the rate of such growth, on an organic basis, in our domestic and international
segments;
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;
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;
our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and
executing monetary amendments;
our expectations regarding the churn rate of our non-iDEN tenant leases;
our intent to grow our tower portfolio, domestically and internationally, and our expectations regarding the pace of such
growth;
our expectation that we will continue our ground lease purchase program and the estimates of the impact of such program
on our financial results;
46
•
•
•
•
•
•
our expectation that we will continue to incur losses;
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;
our intended use of our liquidity;
our expectations regarding our annual debt service in 2015 and thereafter, and our belief that our cash on hand, cash flows
from operations for the next twelve months and availability under our Revolving Credit Facility will be sufficient to
service our outstanding debt during the next twelve months;
our belief regarding our credit risk; and
our estimates regarding certain accounting and tax matters.
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:
•
•
•
•
•
•
•
•
•
•
the impact of consolidation among wireless service providers on our leasing revenue;
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;
our ability to successfully manage the risks associated with international operations, including risks relating to political or
economic conditions, tax laws, currency restrictions, legal or judicial systems, and land ownership;
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;
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;
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;
our ability to secure and deliver anticipated services business at contemplated margins;
our ability to build new towers, including our ability to identify and acquire land that would be attractive for our clients
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;
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;
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;
47
•
•
•
•
•
•
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;
our ability to successfully estimate the impact of regulatory and litigation matters;
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 net operating losses to offset future
taxable income;
natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;
a decrease in demand for our towers; and
the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business
less desirable to potential tenants.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are on pages F-1 through F-40.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures – We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily
was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2014, an evaluation was performed
under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, our CEO and
CFO concluded that, as of December 31, 2014, our disclosure controls and procedures were effective.
There has been no change in our internal control over financial reporting during the year ended December 31, 2014 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing
and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal
control over financial reporting as of December 31, 2014. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of SBAC; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of SBAC are being made only in accordance with authorizations of management and directors of SBAC; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SBAC’s
assets that could have a material effect on the financial statements.
48
Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December
31, 2014 based upon criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our assessment, management determined that SBAC’s internal control
over financial reporting was effective as of December 31, 2014 based on the criteria in Internal Control – Integrated Framework
(2013 Framework) issued by COSO.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Ernst & Young LLP, the independent registered certified public accounting firm that audited the financial statements included in
this Annual Report on Form 10-K, has issued an attestation report on SBAC’s internal control over financial reporting.
49
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of SBA Communications Corporation and Subsidiaries
We have audited SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31,
2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) (the COSO criteria). SBA Communications Corporation and Subsidiaries’
management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, SBA Communications Corporation and Subsidiaries maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, 2014 and 2013, and the related
consolidated statements of operations, comprehensive loss, shareholders’ equity (deficit) and cash flows for each of the three years in
the period ended December 31, 2014 of SBA Communications Corporation and Subsidiaries and our report dated March 2, 2015
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Certified Public Accountants
Boca Raton, Florida
March 2, 2015
50
ITEM 9B. OTHER INFORMATION
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On October 30, 2014, we entered into an employment agreement with Jeffrey A. Stoops, our President and Chief Executive
Officer. The agreement replaces his existing employment agreement entered into with him on July 1, 2011, which would have expired
on December 31, 2014. The new employment agreement provides for Mr. Stoops to serve in his present position and expires on
December 31, 2017.
Pursuant to the employment agreement, Mr. Stoops will receive an annual base salary of $700,000, which may be increased by
the Board of Directors. In addition, Mr. Stoops will receive an annual bonus based on achievement of performance criteria established
by the Compensation Committee of the Board of Directors. Mr. Stoops is eligible to receive a target bonus of 125% of base salary for
2014, and in subsequent years, the Compensation Committee will set Mr. Stoops’ target bonus, which may be greater or less than
125% of Mr. Stoops’ base salary for that year.
The employment agreement provides that upon termination of Mr. Stoops’ employment without cause, or Mr. Stoops’
resignation for good reason, Mr. Stoops is entitled to receive (i) an amount equal to the Applicable Multiple (as defined below) times
the sum of his: (a) base salary for the year in which the termination or resignation occurs, (b) Reference Bonus (as defined below) and
(c) Reference Benefits Value (as defined below), and (ii) a pro rata portion of the bonus for the year in which the termination or
resignation occurs. The severance payments will be paid in a lump sum on the first business day of the third calendar month following
the calendar month in which the termination or resignation is effective.
The Applicable Multiple means two, in the event the termination occurs prior to a change in control, and three, in the event the
termination occurs on or after a change in control. Reference Benefits Value means the greater of (1) $33,560 and (2) the value of all
medical, dental, health, life, and other fringe benefit plans for the year in which the termination or resignation occurs. Reference
Bonus means the greater of (i) 75% of Mr. Stoops’ target bonus for the year in which the termination or resignation occurs and (ii)
100% of the bonus for the year immediately preceding the year in which the termination or resignation occurred.
Upon a change in control, the agreement is automatically extended for three years. The employment agreement provides for
noncompetition, noninterference, non-disparagement and nondisclosure covenants. Mr. Stoops’ severance payment is subject to his
execution of a full release and waiver of claims against us.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer. The Code of Ethics is located on our internet web site at www.sbasite.com under “Investor Relations – Corporate Governance
– Governance Documents.” We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website
within four business days following the date of the amendment or waiver.
The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement
for its 2015 Annual Meeting of Shareholders to be filed on or before April 30, 2015.
ITEM 11. EXECUTIVE COMPENSATION
The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2015
Annual Meeting of Shareholders to be filed on or before April 30, 2015.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2015
Annual Meeting of Shareholders to be filed on or before April 30, 2015.
51
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2015
Annual Meeting of Shareholders to be filed on or before April 30, 2015.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2015
Annual Meeting of Shareholders to be filed on or before April 30, 2015.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) Financial Statements
See Item 8 for Financial Statements included with this Annual Report on Form 10-K.
(2) Financial Statement Schedules
None.
(3) Exhibits
Exhibit
Nb.
2.1
Exhibit Description
Purchase and Sale Agreement, dated February 18, 2012, by and among SBA
Communications Corporation, Monarch Towers Acquisition, LLC, Mobilitie
Investments, LLC, Mobilitie Investments II, LLC, MPGJ-I, LLC, MPMA-I,
LLC, MPGJ-II, LLC, and the Sellers identified on the signature pages thereto.
Incorporated by Reference
Form
8-K
Period Covered or
Date of Filing
02/27/12
2.2
Agreement and Plan of Merger, dated June 25, 2012, by and among SBA
Communications Corporation, SBA 2012 Acquisition, LLC, TowerCo II
Holdings LLC and TowerCo III Holdings LLC.
8-K
06/28/12
3.4
Fourth Amended and Restated Articles of Incorporation, as Amended, of SBA
Communications Corporation.
S-4
(333-166966)
05/19/10
3.5A
Amended and Restated Bylaws of SBA Communications Corporation, effective
8-K
02/01/12
as of January 16, 2012.
4.15A Form of Senior Indenture.
4.16A Form of Subordinated Indenture.
S-3ASR
(333-179737)
S-3ASR
(333-179737)
02/27/12
02/27/12
4.17
Indenture, dated July 24, 2009, between SBA Communications Corporation and
10-Q
U.S. Bank National Association.
4.18
Form of 8.000% Senior Notes due 2016 (included in Exhibit 4.17).
10-Q
Quarter ended June
30, 2009
Quarter ended June
30, 2009
52
4.19
Form of 8.250% Senior Notes due 2019 (included in Exhibit 4.17).
10-Q
Quarter ended June
30, 2009
4.20
Indenture, dated July 13, 2012, between SBA Telecommunications, Inc., SBA
8-K
07/16/12
Communications Corporation and U.S. Bank National Association.
4.21
Form of 5.75% Senior Notes due 2020 (included in Exhibit 4.20).
4.22
Indenture, dated as of September 28, 2012, between SBA Communications
Corporation and U.S. Bank National Association.
4.23
Form of 5.625% Senior Notes due 2019 (included in Exhibit 4.22).
4.24
Indenture, dated July 1, 2014, between SBA Communications Corporation and
U.S. Bank National Association.
4.25
Form of 4.875% Senior Notes due 2022 (included in Exhibit 4.24).
8-K
8-K
8-K
8-K
8-K
SBA Communications Corporation Registration Rights Agreement dated as of
March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II
and Robert Grobstein.
S-4
(333-50219)
07/16/12
09/28/12
09/28/12
07/01/14
07/01/14
04/15/98
10.1
10.2
Purchase Agreement, dated July 26, 2012, among SBA Senior Finance, LLC,
Deutsche Bank Trust Company Americas, as trustee, and the several initial
purchasers listed on Schedule I thereto.
10-Q
Quarter ended
September 30, 2012
10.3
2015 Revolving Refinancing Amendment, dated as of February 5, 2015, among
SBA Senior Finance II, as borrower, the several lenders from time to time parties
thereto, and Toronto Dominion (Texas) LLC, as administrative agent.*
10.4
10.7
Purchase Agreement, dated April 4, 2013, among SBA Senior Finance, LLC,
Deutsche Bank Trust Company Americas, as trustee, and the several initial
purchasers listed on Schedule I thereto.
Second Amended and Restated Credit Agreement, dated as of February 7, 2014,
among SBA Senior Finance II LLC, as borrower, the several lenders from time
to time parties thereto, Citigroup Global Capital Markets Inc. and Barclays Bank
PLC, as incremental tranche B-1 term loan joint lead arrangers and syndication
agents, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, TD
Securities (USA) LLC, The Royal Bank of Scotland plc and Wells Fargo
Securities, LLC, as co-incremental Tranche B-1 term loan documentation agents,
and Toronto Dominion (Texas) LLC, as administrative agent.
8-K
04/23/13
8-K
02/13/14
10.8
Second Amended and Restated Guarantee and Collateral Agreement, dated as of
8-K
02/13/14
February 7, 2014, among SBA Communications Corporation, SBA
Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II
LLC and certain of its subsidiaries, as identified in the Second Amended and
Restated Guarantee and Collateral Agreement, in favor of Toronto Dominion
(Texas) LLC, as administrative agent.
10.9
Purchase Agreement, dated June 17, 2014, among SBA Communications
8-K
06/23/14
Corporation, U.S. Bank National Association, as trustee, and the several initial
purchasers listed on Schedule I thereto.
53
10.10
Registration Rights Agreement, dated July 1, 2014, among SBA
8-K
07/01/14
Communications Corporation and the several initial purchasers listed on
Schedule I thereto.
10.11
Purchase Agreement, dated October 7, 2014, among SBA Senior Finance, LLC,
8-K
10/10/14
Deutsche Bank Trust Company, as trustee, and several initial purchasers listed on
Schedule I thereto.
10.12
Second Amended and Restated Loan and Security Agreement, dated as of
October 15, 2014, among 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 GC Towers, LLC,
SBA Towers VII, LLC and any Additional Borrower or Borrowers that may
become a party thereto and Midland Loan Services, as Servicer on behalf of
Deutsche Bank Trust Company Americas, as Trustee.
10-Q
Quarter ended
September 30, 2014
10.33
2001 Equity Participation Plan as Amended and Restated on May 16, 2002.†
DEF 14A
04/16/02
10.35F Employment Agreement, dated October 30, 2014, between SBA
Communications Corporation and Jeffrey A. Stoops.†*
10.50
Management Agreement, dated as of November 18, 2005, by and among SBA
10-K
Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc.
10.57C Amended and Restated Employment Agreement, dated as of July 30, 2012,
between SBA Communications Corporation and Kurt L. Bagwell.†
10.58C Amended and Restated Employment Agreement, dated as of July 30, 2012,
between SBA Communications Corporation and Thomas P. Hunt.†
10.60
Joinder and Amendment to Management Agreement, dated November 6, 2006,
by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc.,
SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA
Network Management, Inc., and SBA Senior Finance, Inc.
10-Q
10-Q
10-K
10.75A SBA Communications Corporation 2008 Employee Stock Purchase Plan, as
10-Q
amended on May 4, 2011.†
10.76
Form of Indemnification Agreement dated January 15, 2009 between SBA
10-K
Communications Corporation and its directors and certain officers.
Year ended December
31, 2005
Quarter ended June
30, 2012
Quarter ended June
30, 2012
Year ended December
31, 2006
Quarter ended June
30, 2011
Year ended December
31, 2008
10.79
Form of Convertible Bond Hedge Transaction Agreement entered into by SBA
Communications Corporation with each of Citibank, N.A., Barclays Bank PLC,
Deutsche Bank AG, London Branch, JP Morgan Chase Bank, National
Association and Wachovia Capital Markets, LLC.
10-Q
Quarter ended March
31, 2009
10.80
Form of Issuer Warrant Transaction Letter Agreement entered into by SBA
10-Q
Communications Corporation with each of Citibank, N.A., Barclays Bank PLC,
Deutsche Bank AG, London Branch, JP Morgan Chase Bank, National
Association and Wachovia Capital Markets, LLC.
Quarter ended March
31, 2009
10.85B Amended and Restated Employment Agreement, dated as of July 30, 2012,
10-Q
between SBA Communications Corporation and Brendan T. Cavanagh.†
Quarter ended June
30, 2012
54
10.89
SBA Communications Corporation 2010 Performance and Equity Incentive
Plan.†
10.92
Credit Agreement, dated as of April 2, 2012, among SBA Monarch Acquisition,
LLC (formerly known as Monarch Towers Acquisition, LLC), as borrower, the
several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and J.P. Morgan Securities LLC and Barclays Bank PLC,
as joint lead arrangers and bookrunners.
S-8
(333-166969)
05/20/10
8-K
04/02/12
10.93
Guarantee and Collateral Agreement, dated as of April 2, 2012, among SBA
8-K
04/02/12
Telecommunications, Inc., SBA Monarch Acquisition, LLC (formerly known as
Monarch Towers Acquisition, LLC) and certain of its subsidiaries, in favor of
JPMorgan Chase Bank, N.A., as administrative agent.
10.96
Purchase Agreement, dated July 10, 2012, among SBA Communications
8-K
07/16/12
Corporation, SBA Telecommunications, Inc. and J.P. Morgan Securities LLC, as
representative of the several initial purchasers listed on Schedule 1 thereto.
10.97
Registration Rights Agreement, dated July 13, 2012, among SBA
8-K
07/16/12
Communications Corporation, SBA Telecommunications, Inc. and J.P. Morgan
Securities LLC, as representative of the several initial purchasers listed on
Schedule 2 thereto.
10.98
Purchase Agreement, dated September 20, 2012, between SBA Communications
Corporation and J.P. Morgan Securities LLC, as representative of the several
initial purchasers listed on Schedule 1 thereto.
8-K
09/26/12
10.99
Registration Rights Agreement, dated September 28, 2012, between SBA
8-K
09/28/12
Communications Corporation and J.P. Morgan Securities LLC, as representative
of the several initial purchasers listed on Schedule 2 thereto.
21
Subsidiaries.*
23.1
Consent of Ernst & Young LLP.*
31.1
Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
32.2
Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS XBRL Instance Document.**
101.SCH XBRL Taxonomy Extension Schema Document.**
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.**
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.**
55
101.LAB XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.**
______________
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
56
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 2, 2015
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
Steven E. Bernstein
/s/ Jeffrey A. Stoops
Jeffrey A. Stoops
/s/ Brendan T. Cavanagh
Brendan T. Cavanagh
/s/ Brian D. Lazarus
Brian D. Lazarus
/s/ Brian C. Carr
Brian C. Carr
/s/ Duncan H. Cocroft
Duncan H. Cocroft
/s/ George R. Krouse Jr.
George R. Krouse Jr.
/s/ Jack Langer
Jack Langer
/s/ Kevin L. Beebe
Kevin L. Beebe
Chairman of the Board of Directors
March 2, 2015
Chief Executive Officer and President
(Principal Executive Officer)
March 2, 2015
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
March 2, 2015
Chief Accounting Officer and Senior Vice President
(Principal Accounting Officer)
March 2, 2015
Director
Director
Director
Director
Director
57
March 2, 2015
March 2, 2015
March 2, 2015
March 2, 2015
March 2, 2015
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
Notes to Consolidated Financial Statements
Page
F-1
F-2
F-3
F-4
F-5
F-6
F-8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of SBA Communications Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of
December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity (deficit)
and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
SBA Communications Corporation and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended December 31, 2014, 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), SBA
Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, 2014, 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 2, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Certified Public Accountants
Boca Raton, Florida
March 2, 2015
F-1
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net of allowance of $889 and $686
at December 31, 2014 and December 31, 2013, respectively
Costs and estimated earnings in excess of billings on uncompleted contracts
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Intangible assets, net
Deferred financing fees, net
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable
Accrued expenses
Current maturities of long-term debt
Deferred revenue
Accrued interest
Other current liabilities
Total current liabilities
Long-term liabilities:
Long-term debt
Other long-term liabilities
Total long-term liabilities
Shareholders' (deficit) equity:
Preferred stock - par value $.01, 30,000 shares authorized, no shares issued
or outstanding
Common stock - Class A, par value $.01, 400,000 shares authorized, 129,134 and
128,432 shares issued and outstanding at December 31, 2014 and
December 31, 2013, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss, net
Total shareholders' (deficit) equity
Total liabilities and shareholders' (deficit) equity
December 31,
December 31,
2014
2013
$
$
39,443
52,519
5,549
122,112
47,305
5,446
$
$
104,268
30,078
95,031
326,888
2,762,417
4,189,540
95,237
467,043
7,841,125
42,851
65,553
32,500
120,047
53,178
16,921
331,050
$
$
71,339
27,864
69,586
343,652
2,578,444
3,387,198
73,042
400,852
6,783,188
24,302
86,131
481,886
94,658
46,689
14,007
747,673
7,828,299
342,576
8,170,875
5,394,721
283,828
5,678,549
—
—
1,291
2,062,775
(2,542,380)
(182,486)
(660,800)
7,841,125
$
1,284
2,907,446
(2,518,085)
(33,679)
356,966
6,783,188
$
The accompanying notes are an integral part of these consolidated financial statements.
F-2
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Revenues:
Site leasing
Site development
Total revenues
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion, and
amortization shown below):
Cost of site leasing
Cost of site development
Selling, general, and administrative
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Depreciation, accretion, and amortization
Total operating expenses
Operating income
Other income (expense):
Interest income
Interest expense
Non-cash interest expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Other income, net
Total other expense, net
Loss before provision for income taxes
(Provision) benefit for income taxes
Net loss from continuing operations
Income from discontinued operations, net of income taxes
Net loss
Net loss attributable to the noncontrolling interest
Net loss attributable to SBA Communications Corporation
Basic and diluted per common share amounts:
Loss from continuing operations
Income from discontinued operations
Net loss per common share
Basic and diluted weighted average number of common shares
For the year ended December 31,
2014
2013
2012
$
1,360,202
166,794
1,526,996
$
1,133,013 $
171,853
1,304,866
846,094
107,990
954,084
301,313
127,172
103,317
7,798
23,801
627,072
1,190,473
336,523
270,772
137,481
85,476
19,198
28,960
533,334
1,075,221
229,645
677
(292,600)
(27,112)
(17,572)
(26,204)
10,628
(352,183)
(15,660)
(8,635)
(24,295)
—
(24,295)
—
(24,295) $
1,794
(249,051)
(49,085)
(15,560)
(6,099)
31,138
(286,863)
(57,218)
1,309
(55,909)
—
(55,909)
—
(55,909) $
(0.19) $
—
(0.19) $
(0.44) $
—
(0.44) $
128,919
127,769
188,951
90,556
72,148
40,433
6,383
408,467
806,938
147,146
1,128
(196,241)
(70,110)
(12,870)
(51,799)
5,654
(324,238)
(177,092)
(6,594)
(183,686)
2,296
(181,390)
353
(181,037)
(1.53)
0.02
(1.51)
120,280
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-3
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED December 31, 2014, 2013 AND 2012
(in thousands)
Net loss from continuing operations
Income from discontinued operations, net of taxes
Foreign currency translation adjustments
Comprehensive loss
Comprehensive loss attributable to noncontrolling interest
$
Comprehensive loss attributable to SBA Communications Corporation
$
For the year ended December 31,
2014
(24,295)
—
(148,807)
(173,102)
—
(173,102)
$
$
2013
(55,909)
—
(36,470)
(92,379)
—
(92,379)
2012
(183,686)
2,296
2,306
(179,084)
353
(178,731)
$
$
The accompanying condensed notes are an integral part of these consolidated financial statements.
F-4
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED December 31, 2014, 2013 AND 2012
(in thousands)
Class A
Additional
Accumulated
Other
Common Stock
Paid-In
Accumulated
Comprehensive
Shares
Amount
Capital
Deficit
(Loss) Income
Total
BALANCE, December 31, 2011
109,675 $ 1,097 $ 2,268,244 $ (2,281,139) $
Net loss attributable to SBA Communications
Common stock issued in connection with
stock option plans/restriction lapse
Non-cash stock compensation
Equity component related to repurchase of
convertible debt
Common stock issued in connection with
acquisitions
Proceeds from sale of common stock
Foreign currency translation adjustments
BALANCE, December 31, 2012
Net loss attributable to SBA Communications
Common stock issued in connection with
stock purchase/option plans
Non-cash stock compensation
Adjustment associated with the acquisition
of noncontrolling interest
Settlement of convertible notes
Settlement of convertible note hedges
Settlement of common stock warrants
Foreign currency translation adjustments
BALANCE, December 31, 2013
Net loss attributable to SBA Communications
Common stock issued in connection with
stock purchase/option plans
Non-cash stock compensation
Settlement of convertible notes
Settlement of convertible note hedges
Settlement of common stock warrants
Foreign currency translation adjustments
—
—
—
(181,037)
1,414
—
14
—
31,138
14,202
—
—
(41,569)
—
—
—
485 $
—
(11,313)
(181,037)
—
—
31,152
14,202
—
(41,569)
9,839
6,005
—
126,933
—
98
60
—
555,280
283,812
—
1,269 3,111,107
—
—
—
—
—
(2,462,176)
(55,909)
—
—
2,306
2,791
—
555,378
283,872
2,306
652,991
(55,909)
740
—
7
—
10,198
17,422
—
—
—
—
10,205
17,422
—
439
(82)
402
—
128,432
—
—
4
—
4
—
5,703
(321,925)
182,856
(97,915)
—
1,284 2,907,446
—
—
—
—
—
—
—
(2,518,085)
(24,295)
—
—
—
—
(36,470)
(33,679)
—
5,703
(321,921)
182,856
(97,911)
(36,470)
356,966
(24,295)
696
—
11,742
(11,737)
1
—
7
—
117
(117)
—
—
7,741
22,999
9,450
124
(884,985)
—
—
—
—
—
—
—
7,748
—
22,999
—
9,567
—
7
—
(884,985)
—
(148,807)
(148,807)
(182,486) $ (660,800)
BALANCE, December 31, 2014
129,134 $ 1,291 $ 2,062,775 $ (2,542,380) $
The accompanying notes are an integral part of these consolidated financial statements
F-5
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Other non-cash items reflected in the Statements of Operations
(14,776)
(29,780)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Income from discontinued operations, net of income taxes
Depreciation, accretion, and amortization
Non-cash interest expense
Deferred income tax (benefit) expense
Non-cash asset impairment and decommission costs
Non-cash compensation expense
Amortization of deferred financing fees
Loss from extinguishment of debt, net
Changes in operating assets and liabilities, net of acquisitions:
AR and costs and est. earnings in excess of billings on uncompleted contracts, net
Prepaid expenses and other assets
Accounts payable and accrued expenses
Other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions
Capital expenditures
Other investing activities
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility
Repayments under Revolving Credit Facility
Repayment of Term Loans
Proceeds from Term Loans, net of fees
Payments on settlement of convertible debt
Proceeds from settlement of convertible note hedges
Payments for settlement of common stock warrants
Payment for the redemption of 8.0% Notes and 8.25% Notes
Proceeds from 5.625%, 5.75%, and 4.875% Senior Notes, net of fees
Proceeds from issuance of Tower Securities
Repayment of 2010 Tower Securities
Proceeds from sale of common stock, net of fees
Proceeds from Mobilitie Bridge Loan, net of fees
Repayment of Mobilitie Bridge Loan
Other financing activities
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net cash provided by discontinued operations:
Operating Activities
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS:
Beginning of year
End of year
(continued)
F-6
For the year ended December 31,
2014
2013
2012
$
(24,295) $
(55,909) $
(181,390)
—
627,072
27,112
530
18,384
22,671
17,572
26,204
—
533,334
49,085
(6,642)
23,819
17,205
15,560
6,099
(36,245)
(64,882)
5,475
66,821
671,643
(1,585,222)
(211,251)
36,346
(29,097)
(81,458)
7,711
47,660
497,587
(677,379)
(168,893)
29,074
(2,296)
408,467
70,110
1,360
6,383
13,968
12,870
51,799
(4,525)
(18,804)
(82,759)
21,341
44,390
340,914
(2,252,724)
(113,265)
96,869
(1,760,127)
(817,198)
(2,269,120)
700,000
(790,000)
(310,500)
1,483,337
(499,721)
7
(884,985)
(253,805)
732,325
1,518,229
(680,000)
—
—
—
(23,049)
991,838
13,977
340,000
(225,000)
(512,000)
—
(794,997)
182,855
(97,912)
—
—
1,304,665
—
—
—
—
13,226
210,837
(2,213)
584,000
(484,000)
(10,000)
493,107
(107,493)
—
—
(542,203)
1,277,729
596,083
—
283,872
395,000
(400,000)
24,386
2,110,481
1,212
—
—
(82,669)
(110,987)
2,296
185,783
122,112
233,099
47,316
$
39,443 $
122,112
$
233,099
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
Income taxes
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH
ACTIVITIES:
For the year ended December 31,
2014
2013
2012
$
$
278,359 $
7,525 $
244,123 $
6,645 $
182,474
5,304
Assets acquired through capital leases
Issuance of stock for acquisitions
Issuance of stock for conversion of debt, hedges, and warrants
Promissory note received in connection with disposition of DAS assets
Deferred payment on Brazil acquired assets
$
$
$
$
$
1,290 $
— $
229 $
— $
— $
1,239 $
— $
18,159 $
— $
— $
2,509
555,378
—
25,000
175,890
The accompanying condensed notes are an integral part of these consolidated financial statements.
F-7
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 (formerly known as
SBA Telecommunications, Inc.) (“Telecommunications”). Telecommunications is a holding company that holds the outstanding
capital stock of SBA Senior Finance, LLC (formerly known as SBA Senior Finance, Inc.) (“SBA Senior Finance”), SBA Towers V,
LLC (“SBA Towers V”), and SBA Towers VI, LLC (“SBA Towers VI”), 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 13) 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 the 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 (formerly known as SBA Network Services, Inc.) (“Network
Services”) as well as SBA Network Management, Inc. (“Network Management”) which manages and administers the operations of the
Borrowers.
As of December 31, 2014, the Company owned and operated wireless towers in the United States and its territories. In addition,
the Company owned towers in Brazil, Canada, Costa Rica, El Salvador, Guatemala, Nicaragua, and Panama. Space on these towers is
leased primarily to wireless service providers. As of December 31, 2014, the Company owned and operated 24,292 towers.
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 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.
F-8
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 method as it does not exert significant
influence. During the year ended December 31, 2014, the Company sold an investment with a carrying value of $8.4 million for $20.9
million which is reflected in Net cash used in investing activities on the Consolidated Statements of Cash Flows and recorded a gain of
$12.5 million which is reflected in Other income, net in the accompanying Consolidated Statement of Operations. The aggregate
carrying value of the Company’s cost-method investments was approximately $43.3 million and $51.7 million as of December 31,
2014 and 2013, respectively, and is classified within other assets on the Company’s consolidated balance sheets.
The Company evaluates its cost-method investments for impairment at least annually. The Company determines the fair value of
its cost-method 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 cost-method
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 cost-method investments during the years ended December 31, 2014, 2013, and 2012.
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
performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business (see Note 4).
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 $0.3 million, $0.1 million, and $0.3 million of interest cost was capitalized in 2014, 2013
and 2012, 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
Furniture, equipment and vehicles
Buildings and improvements
F-9
3 - 15 years
2 - 7 years
5 - 10 years
Betterments, improvements, and significant repairs, which increase the value or extend the life of an asset, are capitalized and
depreciated over the remaining estimated useful life of the respective asset. Changes in an asset’s estimated useful life are accounted
for 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 13).
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 $12.4 million, $12.8 million, and $10.2 million in 2014, 2013, and 2012, respectively. Amortization expense was
$6.8 million, $5.5 million, and $4.6 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is included in
cost of site leasing on the accompanying Consolidated Statements of Operations. As of December 31, 2014 and 2013, unamortized
deferred lease costs were $28.5 million and $22.9 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 recorded asset impairment and
decommission costs of $23.8 million, $29.0 million, and $6.4 million for the years ended December 31, 2014, 2013 and 2012,
respectively, which includes the write off of $16.8 million and $23.1 million in carrying value of decommissioned communication
sites and the incurrence of other third party decommission costs, related to its long-lived assets and intangibles for the years ended
December 31, 2014 and 2013, respectively. There were no write offs for decommissioned towers or the incurrence of other third party
decommission costs, related to its long-lived assets and intangibles for the year ended December 31, 2012.
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
Level 2
Level 3
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the
measurement date.
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.
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 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.
F-11
The following is a rollforward of the allowance for doubtful accounts:
Beginning balance
Provision for doubtful accounts
Write-offs, net of recoveries
Ending balance
Cost of Revenue
For the year ended December 31,
2014
2013
2012
$
$
686
338
(135)
889
$
$
(in thousands)
246
770
(330)
686
$
$
135
330
(219)
246
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 had taxable income for the year ended December 31, 2014 and utilized net operating loss carry-forwards. For the
years ended December 31, 2013 and 2012, the Company had taxable losses and generated net operating loss carry-forwards. The
majority of these net operating loss carry-forwards are fully reserved as management believes it is not “more-likely-than-not” that the
Company will generate sufficient taxable income in future periods to recognize the losses. The U.S. tax losses generated in tax years
1999 through 2013 remain subject to adjustment and tax years 2011 through 2013 are open to examination by the major jurisdictions
in which the Company operates.
The Company determines whether it is “more-likely-than-not” that a tax position taken in an income tax return will be sustained
upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the
amount of benefit to recognize in the financial statements. The Company has not identified any tax exposures that require a reserve. In
the future, 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.
The Company does not calculate U.S. taxes on undistributed earnings of foreign subsidiaries because substantially all such
earnings are expected to be reinvested indefinitely.
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, net of estimated forfeitures, 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. Any stock options granted to non-employees would be valued
using the Black-Scholes option-pricing model based on the market price of the underlying common stock on the “valuation date,”
which for options to non-employees is the vesting date. Expense related to options granted to non-employees would be recognized on
a straight-line basis over the shorter of the period over which services are to be received or the vesting period. 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 leaseholds to their original condition upon termination of the ground lease.
F-12
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 at December 31, 2014 and 2013 was $5.9 million and $5.3 million, respectively, and 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 as a gain or loss. 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 third party 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:
Beginning balance
Additions
Currency translation adjustment
Accretion expense
Removal
Revision in estimates
Ending balance
Loss Per Share
For the year ended December 31,
2014
2013
2012
(in thousands)
5,312
599
(161)
446
(188)
(152)
5,856
$
$
7,506
597
(42)
512
(407)
(2,854)
5,312
$
$
5,386
2,261
1
333
(334)
(141)
7,506
$
$
The Company has potential common stock equivalents related to its outstanding stock options and convertible senior notes.
These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive
in calculating the full year earnings per share. Accordingly, basic and diluted loss per common share and the weighted average number
of shares used in the computations are the same for all periods presented in the Consolidated Statements of Operations.
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 United States dollar as its functional currency are
translated at period-end rates of exchange, while revenues and expenses are translated at monthly weighted average rates of exchange
for the year. Unrealized translation gains and losses are reported as foreign currency translation adjustments through accumulated
other comprehensive loss in shareholders’ equity.
Reclassifications
Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current
year.
Business Combinations
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
F-13
included with those of the Company 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 intangible assets represent the value associated with the current leases at the
acquisition date (“Current contract intangibles”) and future tenant leases anticipated to be added to the towers (“Network location
intangibles”) and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are
estimated to have a useful life consistent with the useful life of the related tower assets, which is typically 15 years.
In connection with certain acquisitions, the Company may agree to pay additional consideration (or earnouts) in cash or stock in
certain acquisitions 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
acquisitions at fair value as of the date of the acquisition. All subsequent changes in fair value of contingent consideration are recorded
through Consolidated Statements of Operations.
Intercompany Loans
On November 25, 2014, two wholly owned subsidiaries of the Company, 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, entered into an intercompany
loan agreement where from time to time the entities may agree to lend/borrow amounts up to $750.0 million. On November 25, 2014,
$455.8 million was borrowed under this agreement.
In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change
in the balance being recorded in Other income, net in the Consolidated Statements of Operations. For the year ended December 31,
2014, the Company recorded a $23.0 million foreign exchange loss on the remeasurement of intercompany loans.
Recent Accounting Pronouncements Not Yet Adopted
In May 2014, the Financial Accounting Standards Board ("FASB") released updated guidance regarding the recognition of
revenue from contracts with customers, exclusive of those contracts within lease accounting. The core principle of the guidance is that
an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an
entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the
contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5)
recognize revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for the Company as of January
1, 2017. This guidance is required to be applied (1) retrospectively to each prior reporting period presented, or (2) with the cumulative
effect being recognized at the date of initial application. The Company is evaluating the guidance including the impact on its
consolidated financial statements.
3.
FAIR VALUE MEASUREMENTS
Items Measured at Fair Value on a Recurring Basis— The Company’s earnouts related to acquisitions are measured at fair
value on a recurring basis 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 Company determines the fair value of acquisition-
related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach using
Level 3 inputs. 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 if the performance targets contained in various acquisition agreements were met was $15.1 million and $30.1
million as of December 31, 2014 and 2013, respectively, which the Company recorded in accrued expenses on its Consolidated
Balance Sheets. Changes in estimate are recorded in acquisition related adjustments and expenses in the accompanying Consolidated
Statement of Operations. The maximum potential obligation related to the performance targets was $23.1 million and $42.1 million as
of December 31, 2014 and 2013, respectively.
F-14
The following summarizes the activity of the accrued earnouts:
Beginning balance, December 31, 2013 and 2012 , respectively
Additions
Payments
Change in estimate
Foreign currency translation adjustments
Ending balance, December 31,
2014
2013
(in thousands)
$
$
30,063 $
11,048
(18,724)
(7,310)
9
15,086 $
9,840
31,704
(9,324)
(1,585)
(572)
30,063
Items Measured at Fair Value on a Nonrecurring Basis— The Company’s acquired long-lived assets, intangibles, and asset
retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. When assessing if these assets are
impaired, 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. During the years ended December 31, 2014 and 2013, the Company recognized asset impairment and decommission
costs of $23.8 million and $29.0 million, respectively. The asset impairment and decommission costs include the write off of $16.8
million and $23.1 million in carrying value of decommissioned towers and other third party decommission costs incurred related to the
Company’s long-lived assets and intangibles for the years ended December 31, 2014 and 2013, respectively. These write offs result
from the Company’s analysis that the future cash flows from certain towers would not recover the carrying value of the investment in
those towers. There were no write offs for decommissioned towers and other third party decommission costs, related to its long-lived
assets and intangibles for the year ended December 31, 2012. Asset impairment and decommission costs for all periods presented and
the related impaired assets relate to the Company’s site leasing operating segment.
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 $5.3 million and $5.2 million in certificate of deposits, as of December 31, 2014 and 2013,
respectively. 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, 2014, the carrying value and fair value
of the held-to-maturity investments, including current portion, were $1.0 million and $1.1 million, respectively. As of December 31,
2013, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.1 million and $1.3
million, respectively.
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 every month. The Company does
not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 187.5 to 237.5 basis points was set
for the Revolving Credit Facility. The following table reflects fair values, principal balances, and carrying values of the Company’s
debt instruments (see Note 13).
F-15
As of December 31, 2014
As of December 31, 2013
Fair Value
Principal
Balance
Carrying Value
Fair Value
Principal
Balance
Carrying Value
4.000% Convertible Senior Notes due 2014 $
8.250% Senior Notes due 2019
5.625% Senior Notes due 2019
5.750% Senior Notes due 2020
4.875% Senior Notes due 2022
4.254% 2010-1 Tower Securities
5.101% 2010-2 Tower Securities
2.933% 2012 Tower Securities
2.240% 2013-1C Tower Securities
3.722% 2013-2C Tower Securities
3.598% 2013-1D Tower Securities
2.898% 2014-1C Tower Securities
3.869% 2014-2C Tower Securities
Revolving Credit Facility
2011 Term Loan
2012-1 Term Loan
2012-2 Term Loan
2014 Term Loan
BNDES Loans
(in thousands)
— $ 1,479,859 $
468,394
242,387
262,031
—
500,000
514,375
500,000
800,000
832,000
800,000
—
—
744,150
680,000
689,717
—
550,000
586,586
550,000
610,000
604,736
610,000
425,000
408,442
425,000
575,000
530,098
575,000
330,000
318,856
330,000
—
—
920,000
—
—
620,000
215,000
215,000
125,000
180,234
180,980
—
185,000
184,538
172,500
109,745
110,383
—
—
—
1,489,149
5,847
5,847
—
$ 7,887,202 $ 7,870,000 $ 7,860,799 $ 6,923,448 $ 5,910,041 $ 5,876,607
— $
—
511,250
816,000
721,875
—
576,901
620,175
420,776
584,344
330,551
920,515
629,474
125,000
—
171,422
—
1,458,919
—
— $
—
500,000
800,000
750,000
—
550,000
610,000
425,000
575,000
330,000
920,000
620,000
125,000
—
172,500
—
1,492,500
—
499,944 $
243,750
500,000
800,000
—
680,000
550,000
610,000
425,000
575,000
330,000
—
—
215,000
180,529
185,000
109,971
—
5,847
Totals
4.
RESTRICTED CASH
Restricted cash consists of the following:
As of
As of
December 31, 2014
December 31, 2013
Included on Balance Sheet
Securitization escrow accounts
Payment and performance bonds
Surety bonds and workers compensation
Total restricted cash
$
$
(in thousands)
52,117 $
402
5,934
58,453 $
46,364 Restricted cash - current asset
941 Restricted cash - current asset
8,991 Other assets - noncurrent
56,296
Pursuant to the terms of the Tower Securities (see Note 13), 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, (4) management fees, and (5) to reserve a portion of advance rents from tenants. The restricted cash in the securitization
escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 13) 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, 2014, the Company had
$38.3 million in surety, payment and performance bonds for which it is only required to post $1.7 million in collateral. As of
December 31, 2013, the Company had $42.0 million in surety, payment and performance bonds for which it is only required to post
$6.1 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum
requirements. As of December 31, 2014 and 2013, the Company had also pledged $2.6 million and $2.3 million, respectively, as
F-16
collateral related to its workers compensation policy. Restricted cash for surety bonds and workers compensation are included in other
assets on the Company’s Consolidated Balance Sheets.
5.
OTHER ASSETS
The Company’s other assets are comprised of the following:
As of
As of
December 31, 2014
December 31, 2013
Restricted cash
Long-term investments
Prepaid land rent
Straight-line rent receivable
Other
Total other assets
6.
ACQUISITIONS
Oi S.A. Acquisitions
$
$
(in thousands)
$
5,934
44,095
134,148
230,384
52,482
467,043
$
8,991
52,801
119,047
179,292
40,721
400,852
On March 31, 2014, the Company acquired 2,007 towers in Brazil from Oi S.A. for an aggregate purchase price of $673.9
million in cash. The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Oi S.A.
acquisition is summarized below (in thousands):
Property and equipment
Intangible assets
Net assets acquired
$
$
103,586
570,312
673,898
For the year ended December 31, 2014, total revenue for this acquisition was $60.7 million.
On December 1, 2014, the Company acquired 1,641 towers in Brazil from Oi S.A. for an aggregate purchase price of $463.2
million in cash. The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Oi S.A.
acquisition is summarized below (in thousands):
Property and equipment
Intangible assets
Net assets acquired
$
$
62,957
400,205
463,162
For the year ended December 31, 2014, total revenue for this acquisition was $4.8 million.
On November 26, 2013, the Company acquired the rights to use 2,113 towers in Brazil from Oi S.A. for an aggregate purchase
price of $317.0 million with $299.2 million paid from cash on hand and borrowings under the Company’s Revolving Credit Facility
and the remaining $17.8 million in other liabilities to be paid over the next year. These liabilities are included within accrued expenses
on the Consolidated Balance Sheet.
Other Acquisitions
During the year ended December 31, 2014, in addition to the Oi S.A. acquisitions, the Company acquired 382 completed towers
and related assets and liabilities for $403.2 million in cash. During the year ended December 31, 2013, in addition to the Oi S.A.
acquisition, the Company acquired 389 completed towers and related assets and liabilities for $311.4 million in cash. The Company
evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are
F-17
needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as
well as the separate recognition of intangible assets from goodwill if certain criteria are met.
Summary of Acquisitions
The following table summarizes the Company’s acquisition activity:
Tower acquisitions (number of towers)
For the year ended December 31,
2014
2013
2012
4,030
2,502
6,630
The following table summarizes the Company’s cash acquisition capital expenditures:
Towers and related intangible assets (1)
Ground lease buyouts (2)
Total cash acquisition capital expenditures
For the year ended December 31,
2014
2013
(in thousands)
2012
$
$
1,540,258 $
44,964
1,585,222 $
628,423 $
48,956
677,379 $
2,205,859
46,865
2,252,724
(1) Total acquisition capital expenditures for the year ended December 31, 2013, included $175.9 million related to an acquisition in
Brazil which closed in the fourth quarter of 2012 and funded on January 4, 2013.
(2) In addition, the Company paid $10.8 million, $9.1 million, and $9.7 million for ground lease extensions during the years ending
2014, 2013, and 2012, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheet.
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). 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. 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. 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 effect of material measurement period
adjustments to the estimated fair values is reflected as if the adjustments had been completed on the acquisition date. The impact of all
changes that do not qualify as measurement period adjustments are included in current period earnings. 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.
Subsequent to December 31, 2014, the Company acquired 45 towers and related assets for $35.7 million in cash.
Foreign Currency Forward Contract
On March 26, 2014, the Company settled two foreign currency contracts entered into during the quarter with an aggregate
notional amount of R$1,525.0 million in order to hedge the purchase price of the Oi S.A. acquisition in Brazil, which closed on March
31, 2014. During the first quarter, the Company realized a gain of $17.9 million related to these foreign currency forward contracts
which is included in other income in the accompanying Consolidated Statement of Operations and Net cash used in investing activities
on the Consolidated Statements of Cash Flows.
On September 29, 2014, the Company executed put and call option contracts settling on November 25, 2014 which created a
“costless collar” based on the cost to purchase $1.17 billion Brazilian Reais with US Dollars. The options were intended to limit
exposure to movements in the related exchange rates and were entered into in contemplation of the purchase of the Oi S.A. acquisition
that closed on December 1, 2014. These options created a floor price for the purchase of Brazilian Reais of 2.4 and a ceiling price of
2.5665. Since the closing price was within the floor and ceiling price, no gain or loss was realized.
F-18
The Company measures its foreign currency forward contracts, which are recorded in Prepaid and other current assets, at fair
value based on indicative prices in active markets (Level 2 inputs). These contracts do not qualify for hedge accounting and as such
any gains and losses are reflected within Other Income, net in the accompanying Consolidated Statement of Operations.
7.
DISCONTINUED OPERATIONS
On September 6, 2012, the Company sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet for
approximately $119.3 million, comprised of $94.3 million in cash and $25.0 million in the form of a promissory note. On October 18,
2013, the Company received payment on the $25.0 million note including accrued interest. One additional DAS network in Auburn,
Alabama was sold to ExteNet on October 23, 2012 for $5.7 million in cash.
The sold DAS networks, which are included in the Company’s Site Leasing segment, met both the component and held for sale
criteria during the second quarter of 2012 and the results of operations associated with these assets have been reported as discontinued
operations in the Company’s consolidated financial statements from the date of acquisition. The Company did not allocate any portion
of the Company’s interest expense to discontinued operations.
The key components of discontinued operations were as follows:
Site leasing revenue
Income from discontinued operations, net of taxes
8.
INTANGIBLE ASSETS, NET
For the year ended December 31,
2014
2013
2012
(in thousands)
$
— $
—
— $
—
5,046
2,296
The following table provides the gross and net carrying amounts for each major class of intangible assets:
As of December 31, 2014
As of December 31, 2013
Gross carrying
Accumulated
Net book
Gross carrying
Accumulated
Net book
amount
amortization
value
amount
amortization
value
Current contract intangibles
Network location intangibles
Intangible assets, net
$
$
4,090,129 $
1,402,704
5,492,833 $ (1,303,293) $
(891,374) $
(411,919)
3,198,755 $
990,785
4,189,540 $
3,154,616 $
1,209,142
4,363,758 $
(649,861) $
(326,699)
(976,560) $
2,504,755
882,443
3,387,198
(in thousands)
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 $338.4 million,
$266.6 million, and $188.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Estimated amortization expense on the Company’s intangibles assets is as follows:
For the year ended December 31,
(in thousands)
2015
2016
2017
2018
2019
$
367,089
365,980
365,980
365,875
365,519
F-19
9.
PROPERTY AND EQUIPMENT, NET
Property and equipment, net (including assets held under capital leases) consists of the following:
Towers and related components
Construction-in-process
Furniture, equipment, and vehicles
Land, buildings, and improvements
Total property and equipment
Less: accumulated depreciation
Property and equipment, net
As of
As of
December 31, 2014
December 31, 2013
$
$
(in thousands)
4,194,375
35,855
51,832
426,974
4,709,036
(1,946,619)
2,762,417
$
$
3,821,482
24,275
40,274
364,830
4,250,861
(1,672,417)
2,578,444
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 $287.8 million, $266.1 million, and $219.5 million for the years ended December
31, 2014, 2013, and 2012, respectively. At December 31, 2014 and 2013, non-cash capital expenditures that are included in accounts
payable and accrued expenses were $29.0 million and $11.4 million, respectively.
10. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings on uncompleted contracts consist of the following:
Costs incurred on uncompleted contracts
Estimated earnings
Billings to date
As of
As of
December 31, 2014
December 31, 2013
$
$
(in thousands)
113,654
48,949
(143,323)
19,280
$
$
94,145
32,547
(108,070)
18,622
These amounts are included in the accompanying Consolidated Balance Sheets under the following captions:
Costs and estimated earnings in excess of
billings on uncompleted contracts
Other current liabilities (Billings in excess of costs and
estimated earnings on uncompleted contracts)
As of
As of
December 31, 2014
December 31, 2013
(in thousands)
$
$
30,078
$
27,864
(10,798)
19,280
$
(9,242)
18,622
At December 31, 2014, eight significant customers comprised 92.7% of the costs and estimated earnings in excess of billings on
uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2013, eight significant
customers comprised 89.6% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in
excess of costs and estimated earnings.
F-20
11.
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:
Percentage of Total Revenues
Sprint (1)
AT&T Wireless (2)
T-Mobile (3)
Verizon Wireless
For the year ended December 31,
2014
2013
2012
23.4%
23.0%
15.5%
12.0%
25.0%
20.5%
17.3%
11.3%
23.9%
21.9%
17.2%
13.0%
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:
Percentage of Domestic Site Leasing Revenue
AT&T Wireless (2)
Sprint (1)
T-Mobile (3)
Verizon Wireless
Percentage of International Site Leasing Revenue
Oi S.A.
Telefonica
Claro
Digicel
Percentage of Site Development Revenue
Sprint (1)
Ericsson, Inc.
Verizon Wireless
MasTec Inc.
For the year ended December 31,
2014
2013
2012
30.1%
25.6%
19.2%
14.4%
25.5%
30.9%
20.2%
13.3%
26.1%
28.5%
19.7%
14.3%
For the year ended December 31,
2014
2013
2012
44.3%
28.8%
8.0%
4.9%
6.3%
44.2%
8.8%
11.2%
0.1%
48.1%
12.6%
19.5%
For the year ended December 31,
2014
2013
2012
36.7%
16.8%
10.1%
1.9%
1.5%
34.5%
4.8%
4.6%
1.1%
24.5%
8.9%
16.4%
(1) Prior year amounts have been adjusted to reflect the merger of Sprint and Clearwire.
(2) Prior year amounts have been adjusted to reflect the merger of AT&T Wireless and Leap Wireless (Cricket Wireless).
(3) Prior year amounts have been adjusted to reflect the merger of T-Mobile and Metro PCS.
Five significant customers comprised 63.5% of total gross accounts receivable at December 31, 2014 compared to five
significant customers which comprised 51.5% of total gross accounts receivable at December 31, 2013.
F-21
12. ACCRUED EXPENSES
The Company’s accrued expenses are comprised of the following:
Accrued earnouts
Salaries and benefits
Real estate and property taxes
Other
Total accrued expenses
13. DEBT
As of
As of
December 31, 2014
December 31, 2013
$
$
(in thousands)
15,086 $
13,440
5,331
31,696
65,553 $
30,063
11,351
9,814
34,903
86,131
The carrying and principal values of debt consist of the following (in thousands):
Maturity
Date
As of
As of
December 31, 2014
December 31, 2013
4.000% Convertible Senior Notes
8.250% Senior Notes
5.625% Senior Notes
5.750% Senior Notes
4.875% Senior Notes
4.254% 2010-1 Tower Securities
5.101% 2010-2 Tower Securities
2.933% 2012 Tower Securities
2.240% 2013-1C Tower Securities
3.722% 2013-2C Tower Securities
3.598% 2013-1D Tower Securities
2.898% 2014-1C Tower Securities
3.869% 2014-2C Tower Securities
Revolving Credit Facility
2011 Term Loan
2012-1 Term Loan
2012-2 Term Loan
2014 Term Loan
BNDES Loans
Total debt
Less: current maturities of long-term debt
Total long-term debt, net of current
maturities
July 15, 2020
July 15, 2022
April 15, 2015
April 17, 2017
Dec. 15, 2017
April 16, 2018
April 17, 2023
April 16, 2018
Oct. 15, 2019
Oct. 15, 2024
May 9, 2017
Principal Balance Carrying Value
$
Oct. 1, 2014
— $
Aug. 15, 2019
—
500,000
Oct. 1, 2019
800,000
750,000
—
550,000
610,000
425,000
575,000
330,000
920,000
620,000
125,000
—
172,500
—
1,492,500
—
— $
—
500,000
800,000
744,150
—
550,000
610,000
425,000
575,000
330,000
920,000
620,000
125,000
—
172,500
—
1,489,149
—
May 9, 2017
Sept. 28, 2019
Mar. 24, 2021
various
June 30, 2018
$
7,870,000 $
7,860,799 $
(32,500)
499,944 $
243,750
500,000
800,000
—
680,000
550,000
610,000
425,000
575,000
330,000
—
—
215,000
180,529
185,000
109,971
—
5,847
Principal Balance Carrying Value
468,394
242,387
500,000
800,000
—
680,000
550,000
610,000
425,000
575,000
330,000
—
—
215,000
180,234
185,000
109,745
—
5,847
5,876,607
(481,886)
5,394,721
5,910,041 $
$
$
7,828,299
F-22
The Company’s future principal payment obligations (based on the outstanding debt as of December 31, 2014 and assuming the
Tower Securities are repaid at their respective anticipated repayment dates) are as follows:
For the year ended December 31,
2015
2016
2017
2018
2019
$
(in thousands)
32,500
35,000
1,435,000
770,000
1,435,000
The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the years ended
December 31, 2014, 2013, and 2012, respectively:
2014
For the year ended December 31,
2013
2012
Cash
Interest
Non-cash
Interest
Cash
Interest
Non-cash
Interest
Cash
Interest
Non-cash
Interest
1.875% Convertible Senior Notes
4.0% Convertible Senior Notes
8.0% Senior Notes
8.25% Senior Notes
5.625% Senior Notes
5.75% Senior Notes
4.875% Senior Notes
2010 Secured Tower Revenue Securities
2012 Secured Tower Revenue Securities
2013 Secured Tower Revenue Securities
2014 Secured Tower Revenue Securities
Revolving Credit Facility
2011 Term Loan
2012-1 Term Loan
2012-2 Term Loan
2014 Term Loan
Mobilitie Bridge Loan
Other
Total
Senior Credit Agreement
$
— $
— $
(in thousands)
2,670 $
12,520
—
12,513
28,125
46,000
18,281
51,237
18,085
43,217
10,796
4,591
696
4,534
424
41,338
—
243
26,266
—
121
—
—
315
—
—
—
—
—
7
—
4
399
—
—
19,998
—
20,109
28,125
46,000
—
57,383
18,085
30,392
—
4,515
10,533
4,557
6,416
—
—
268
10,434 $
38,307
—
182
—
—
—
—
—
—
—
—
101
—
61
—
—
—
9,885 $
20,000
15,867
23,177
7,266
21,594
—
57,377
7,133
—
—
4,392
18,894
3,567
2,969
—
4,239
(119)
196,241 $
36,388
33,149
174
192
—
—
—
—
—
—
—
—
179
—
28
—
—
—
70,110
$
292,600 $
27,112 $
249,051 $
49,085 $
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
F-23
transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. As of
December 31, 2014, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
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 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
On February 5, 2015, SBA Senior Finance II entered into the 2015 Revolving Refinancing Amendment with several banks and
other financial institutions or entities from time to time parties to the Senior Credit Agreement to, among other things, (i) increase the
availability under the Company’s Revolving Credit Facility from $770.0 million to $1.0 billion, (ii) extend the maturity date of the
Revolving Credit Facility to February 5, 2020, (iii) provide for the ability to borrow in U.S. dollars and certain designated foreign
currencies, and (iv) lower the applicable interest rate margins and commitment fees under the Revolving Credit Facility.
As amended February 2015, 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, subject to compliance with specific financial ratios and 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. 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, 2014, the Company borrowed $700.0 million and repaid $790.0 million of the outstanding
balance under the Revolving Credit Facility. As of December 31, 2014, the amount outstanding of $125.0 million was accruing
interest at an average rate of 2.541%. The availability under the Revolving Credit Facility was $645.0 million at December 31, 2014,
subject to compliance with specified financial ratios and satisfaction of other customary conditions to borrowing.
As of March 2, 2015, the amount outstanding under the Revolving Credit Facility was $200.0 million. The availability under the
Revolving Credit Facility was $800.0 million at March 2, 2015, subject to compliance with specified financial ratios and satisfaction
of other customary conditions to borrowing.
Term Loans under the Senior Credit Agreement
2011 Term Loan
The 2011 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $500.0 million with a
maturity date of June 30, 2018. The 2011 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus
a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar
F-24
Rate floor of 1%). The 2011 Term Loan was issued at 99.75% of par value. The Company incurred deferred financing fees of $4.9
million associated with this transaction which were being amortized through the maturity date.
During the year ended December 31, 2013, the Company repaid $312.0 million on the 2011 Term Loan. Included in this amount
was a prepayment of $310.7 million made on April 24, 2013 using proceeds from the 2013 Tower Securities. In connection with the
prepayment, the Company expensed $2.3 million of net deferred financing fees and $0.6 million of discount related to the debt. As a
result of the prepayment, no further scheduled quarterly principal payments were required until the maturity date.
On February 7, 2014, the Company repaid the entire $180.5 million outstanding principal balance of the 2011 Term Loan. In
connection with the prepayment, the Company expensed $1.1 million of net deferred financing fees and $0.3 million of discount
related to the debt.
2012-1 Term Loan
The 2012-1 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $200.0 million that
matures on May 9, 2017. The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a
margin that ranges from 100 to 150 basis points or the Eurodollar Rate plus a margin that ranges 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). As of December 31, 2014, the 2012-1 Term Loan was accruing interest at 2.67% per annum. Principal payments on the
2012-1 Term Loan commenced on September 30, 2012 and are being made in quarterly installments on the last day of each March,
June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four
quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the
2012-1 Term Loan without premium or penalty. To the extent not previously repaid, the 2012-1 Term Loan will be due and payable
on the maturity date. 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 are being amortized through the maturity date.
During the year ended December 31, 2014, the Company repaid $12.5 million of principal on the 2012-1 Term Loan. As of
December 31, 2014, the 2012-1 Term Loan had a principal balance of $172.5 million.
2012-2 Term Loan
The 2012-2 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $300.0 million with
a maturity date of September 28, 2019. The 2012-2 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base
Rate plus 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of
1%). The 2012-2 Term Loan was issued at 99.75% of par value. The Company incurred deferred financing fees of approximately $3.5
million in relation to this transaction which were being amortized through the maturity date.
During the year ended December 31, 2013, the Company repaid $190.0 million on the 2012-2 Term Loan. Included in this
amount was a prepayment of $189.3 million made on April 24, 2013 using proceeds from the 2013 Tower Securities. In connection
with the prepayment, the Company expensed $2.0 million of net deferred financing fees and $0.4 million of discount related to the
debt. As a result of the prepayment, no further scheduled quarterly principal payments were required until the maturity date.
On February 7, 2014, the Company repaid the entire $110.0 million outstanding principal balance of the 2012-2 Term Loan. In
connection with the prepayment, the Company expensed $1.0 million of net deferred financing fees and $0.2 million of discount
related to the debt.
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. The 2014 Term Loan accrues 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, 2014, the 2014 Term Loan was accruing
interest at 3.25% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and will be made in
quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.75 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 $12.9 million to date in relation to this transaction which are being amortized through the maturity date.
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Net proceeds from the 2014 Term Loan were used (1) to repay in full the remaining $180.5 million balance of the 2011 Term
Loan, (2) to repay in full the remaining $110.0 million balance of the 2012-2 Term Loan, (3) to repay the $390.0 million outstanding
balance under the Revolving Credit Facility, (4) to pay the cash consideration in connection with SBAC’s acquisition of towers from
Oi S.A. in Brazil, and (5) for general corporate purposes.
During the year ended December 31, 2014, the Company repaid $7.5 million of principal on the 2014 Term Loan. As of
December 31, 2014, the 2014 Term Loan had a principal balance of $1.5 billion.
Mobilitie Bridge Loan
Simultaneous with the closing of the Mobilitie acquisition in April 2012, a wholly-owned subsidiary, SBA Monarch, as
borrower, entered into a credit agreement with the several lenders from time to time parties thereto (the “Bridge Loan Credit
Agreement”). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million
under a senior secured bridge loan (the “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan bore interest, at SBA Monarch’s
election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged from
3.00% to 3.50%, in each case based on SBA Monarch’s ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA
(calculated in accordance with the Bridge Loan Credit Agreement).
On July 13, 2012, the Company repaid the $400 million principal outstanding under the Mobilitie Bridge Loan from the
proceeds of the 5.75% Senior Notes.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
The mortgage loan underlying the 2010 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, and 2014 Tower
Securities (together the “Tower Securities”) will be paid from the operating cash flows from the aggregate 9,659 tower sites owned by
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, 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 nine months (in the case of the components corresponding to the 2010 Tower Securities), twelve months (in the case of the
component corresponding to the 2012 Tower Securities, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue
Securities Series 2013-1D, and Secured Tower Revenue Securities Series 2014-1C), 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 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 nine months (in the case of the components corresponding to the 2010 Tower Securities), twelve months (in the case of the
component corresponding to the 2012 Tower Securities, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue
Securities Series 2013-1D, and Secured Tower Revenue Securities Series 2014-1C), 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.
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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 securitization escrow account and are held by the indenture trustee. The monies held by the
indenture trustee after the release date are classified as 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
either the 2010-2 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, or the 2014 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 SBA Network Management, Inc., fourth to repay principal of the Tower Securities and fifth to repay the
additional interest discussed above. 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, 2014, the Borrowers met the required Debt Service Coverage Ratio as
set forth in the mortgage loan agreement and were in compliance with all other covenants.
2010 Tower Securities
On April 16, 2010, the Company, through a New York common law trust (the “Trust”), issued $680.0 million of 2010-1 Tower
Securities and $550.0 million of 2010-2 Tower Securities (together the “2010 Tower Securities”). The 2010-1 Tower Securities had an
annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The anticipated repayment
date and the final maturity date for the 2010–1 Tower Securities were April 15, 2015 and April 16, 2040, respectively. The anticipated
repayment date and the final maturity date for the 2010–2 Tower Securities are April 17, 2017 and April 15, 2042, respectively. The
sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined below). The Company
incurred deferred financing fees of $18.0 million in relation to this transaction which were being amortized through the anticipated
repayment date of each of the 2010 Tower Securities.
On October 15, 2014, the Company repaid in full the 2010-1 Tower Securities with proceeds from the 2014 Tower Securities
(defined below). In connection with the prepayment, the Company expensed $1.1 million of net deferred financing fees.
2012 Tower Securities
On August 9, 2012, the Company, through the Trust, issued $610.0 million of Secured Tower Revenue Securities Series 2012
(the “2012 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December
15, 2042. The fixed interest rate of the 2012 Tower Securities is 2.933% per annum, payable monthly. The Company incurred deferred
financing fees of $14.9 million in relation to this transaction which are being amortized through the anticipated repayment date of the
2012 Tower Securities.
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 17, 2018 and a final maturity date of April 17, 2043, $575.0 million of
3.722% Secured Tower Revenue Securities Series 2013-2C which have an anticipated repayment date of April 17, 2023 and a final
maturity date of April 17, 2048, and $330.0 million of 3.598% Secured Tower Revenue Securities Series 2013-1D which have an
anticipated repayment date of April 17, 2018 and a final maturity date of April 17, 2043 (collectively the “2013 Tower Securities”).
The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% and a weighted average life through the
anticipated repayment date of 7.2 years. 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.
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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 and a final maturity date of October 15, 2019 and October 17, 2044,
respectively, and $620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C which have an anticipated repayment
date and a final maturity date of October 15, 2024 and October 15, 2049, respectively, (collectively the “2014 Tower Securities”). The
aggregate $1.54 billion of 2014 Tower Securities have a blended interest rate of 3.289% and a weighted average life through the
anticipated repayment date of 7.0 years. Net proceeds from this offering were used to prepay in full $680.0 million of the 2010-1
Tower Securities and to repay the $300.0 million outstanding balance under the Revolving Credit Facility which had been drawn in
order to partially repay the 4.0% Notes. The remaining net proceeds were used for general corporate purposes. The Company has
incurred deferred financing fees in the aggregate of $21.8 million in relation to this transaction which are being amortized through the
anticipated repayment date of each of the 2014 Tower Securities.
In connection with the issuance of the 2014 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 and SBA GC Towers, LLC (collectively,
the “Borrowers”), each an indirect subsidiary of the Company, and Midland Loan Services, a division of PNC Bank, National
Association, as servicer, on behalf of the Trustee entered into the Second Amended and Restated Loan and Security Agreement
pursuant to which, among other things, (i) the existing Amended and Restated Loan and Security Agreement was amended and
restated, (ii) the outstanding principal amount of the mortgage loan was increased by a net of $860 million (after giving effect to the
repayment of the 2010-1 Tower Securities), as described above), and (iii) the Borrowers became jointly and severally liable for the
aggregate $4.03 billion borrowed under the mortgage loan corresponding to the 2010-2 Tower Securities, 2012 Tower Securities, 2013
Tower Securities, and the newly issued 2014 Tower Securities.
1.875% Convertible Senior Notes due 2013
On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). Interest
was payable semi-annually on May 1 and November 1, and the 1.875% Notes matured on May 1, 2013. The 1.875% Notes were
convertible, at the holder’s option, into shares of the Company’s Class A common stock at an initial conversion rate of 24.1196 shares
of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is
equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported
sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase
agreement date.
During the third quarter of 2013, the Company sold its claim against Lehman Brothers, related to a hedge terminated when
Lehman Brothers filed for bankruptcy in 2008, for $27.3 million and recorded a gain on the transaction of the same amount. The gain
has been recorded within Other Income, net in the accompanying Consolidated Statement of Operations.
As of December 31, 2013, the Company had settled all conversion obligations and related hedges and warrants for the 1.875%
Notes.
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”) in a private
placement transaction. Interest was payable semi-annually on April 1 and October 1. The 4.0% Notes were convertible, at the holder’s
option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of its Class A common
stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial
conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per
share of the Company’s Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.
Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge and warrant transactions
with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge
transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial
conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.
Effective March 17, 2014, the Company elected to settle the principal amount of any conversions in cash and any additional
conversion consideration at the conversion rate then applicable in shares of its Class A common stock. Concurrently with the
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settlement of any 4.0% Notes converted, the Company settled the associated convertible note hedges and received an equal number of
shares to those issued to the noteholders.
During the year ended December 31, 2014, holders of the 4.0% Notes converted $499.9 million in principal which was settled
for $499.7 million in cash and 11.7 million shares of our Class A common stock. Concurrently with the settlement of our conversion
obligation, the Company settled the convertible note hedges receiving 11.7 million shares of our Class A common stock. As a result,
the Company’s outstanding share count was not impacted by the conversion of these notes. The remaining $38,000 aggregate
principal amount of 4.0% Notes that was not converted matured on October 1, 2014 and was settled in cash at principal plus accrued
interest.
During the year ended December 31, 2014, the Company paid $885.0 million to early settle approximately 87% of the original
warrants sold in connection with the issuance of the 4.0% Notes, representing approximately 14.4 million underlying shares of Class
A common stock, originally scheduled to mature in the first quarter of 2015. Subsequent to December 31, 2014, the Company settled
outstanding warrants for $82.7 million, representing approximately 1.2 million underlying shares. As of March 2, 2015, the Company
has approximately 5% of the original warrants still outstanding representing approximately 0.9 million underlying shares, which will
mature over the balance of the first quarter of 2015 and be settled by April 2, 2015.
Senior Notes
8.0% Senior Notes and 8.25% Senior Notes
On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of
which were due August 15, 2016 (the “8.0% Notes”) and $375.0 million of which were due August 15, 2019 (the “8.25% Notes”).
The 8.0% Notes had an interest rate of 8.00% per annum and were issued at a price of 99.330% of their face value. The 8.25% Notes
had an interest rate of 8.25% per annum and were issued at a price of 99.152% of their face value.
Net proceeds of this offering were $727.8 million after deducting expenses and the original issue discount. The Company was
amortizing the debt discount on the Senior Notes utilizing the effective interest method over the life of the 8.0% Notes and 8.25%
Notes.
On April 13, 2012, the Company used the proceeds of an equity offering to redeem $131.3 million in aggregate principal
amount of its 8.0% Notes and $131.3 million in aggregate principal amount of its 8.25% Notes and to pay $21.3 million as a premium
on the redemption of the notes. The Company expensed $1.5 million and $4.3 million of debt discount and deferred financing fees,
respectively, related to the redemption of the notes.
On August 29, 2012, the Company redeemed the remaining $243.8 million principal balance of the 8.0% Notes and paid $14.6
million in applicable premium on the redemption of the notes. The Company expensed $1.0 million and $3.4 million of debt discount
and deferred financing fees, respectively, related to the redemption of the notes.
On August 15, 2014, the Company used proceeds from the 4.875% Notes (defined below) to redeem the remaining $243.8
million principal balance and to pay $10.1 million as a premium on redemption of the 8.25% Notes. The Company expensed $1.2
million and $3.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the 8.25% Notes.
5.75% Senior Notes
On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020.
The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and
January 15 of each year beginning on January 15, 2013. The Company incurred deferred financing fees of $14.0 million in relation to
this transaction which are being amortized through the maturity date. The Company used the net proceeds from this offering to (1)
repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under the Revolving Credit
Facility. The remaining proceeds were used for general corporate purposes.
The 5.75% Notes are subject to redemption in whole or in part on or after July 15, 2016 at the redemption prices set forth in the
indenture agreement plus accrued and unpaid interest. Prior to July 15, 2015, Telecommunications may at its option redeem up to 35%
of the aggregate principal amount of the 5.75% Notes originally issued at a redemption price of 105.75% of the principal amount of
the 5.75% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity
offerings. If redeemed during the twelve-month period beginning on July 15, 2016, July 15, 2017, or July 15, 2018 through maturity,
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the redemption price will be 102.875%, 101.438%, and 100.000%, respectively, of the principal amount of the 5.75% Notes to be
redeemed on the redemption date plus accrued and unpaid interest.
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. The Company has fully and unconditionally guaranteed the
Senior Notes issued by Telecommunications.
5.625% Senior Notes
On September 28, 2012, the Company issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1,
2019. The 5.625% Notes accrue interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Notes is due
semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. The Company incurred deferred financing fees of
$8.6 million in relation to this transaction which are being amortized through the maturity date. The Company used the proceeds from
the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition.
The 5.625% Notes are subject to redemption in whole or in part on or after October 1, 2016 at the redemption prices set forth in
the indenture agreement plus accrued and unpaid interest. Prior to October 1, 2015, the Company may at its option redeem up to 35%
of the aggregate principal amount of the 5.625% Notes originally issued at a redemption price of 105.625% of the principal amount of
the 5.625% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity
offerings. If redeemed during the twelve-month period beginning on October 1, 2016, October 1, 2017, or October 1, 2018 until
maturity, the redemption price will be 102.813%, 101.406%, and 100.000%, respectively, of the principal amount of the 5.625%
Notes to be redeemed on the redemption date plus accrued and unpaid interest.
4.875% Senior Notes
On July 1, 2014, the Company issued $750.0 million of unsecured senior notes due July 15, 2022 (the “4.875% Notes”). The
4.875% Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 4.875% Notes is
due semi-annually on January 15 and July 15 of each year beginning January 15, 2015. The Company incurred deferred financing fees
of $11.5 million in relation to this transaction which are being amortized through the maturity date. Net proceeds from the 4.875%
Notes were used to (i) redeem all of the 8.25% Notes due 2019 including the associated call premium for $253.0 million and (ii) pay
the conversion obligations with respect to approximately $121.0 million aggregate principal amount of our 4.0% Notes. All remaining
net proceeds were used for general corporate purposes.
In connection with the issuance of the 4.875% Notes, the Company entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms
of the Registration Rights Agreement, the Company agreed to use its reasonable best efforts to file and have declared effective a
registration statement with respect to an offer to exchange the 4.875% Notes for new notes registered under the Securities Act, and
complete the exchange offer on or prior to June 26, 2015. If the Company fails to consummate the exchange by this date, the
Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per
annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a
maximum of 1.00% per annum.
The 4.875% 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. Prior to July 15, 2017, the Company may at its option redeem up to 35% of the
aggregate principal amount of the 4.875% Notes originally issued at a redemption price of 104.875% of the principal amount of the
4.875% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity
offerings. If redeemed during the twelve-month period beginning on July 15, 2017, July 15, 2018, July 15, 2019, or July 15, 2020 until
maturity, the redemption price will be 103.656%, 102.438%, 101.219% and 100.000%, respectively, of the principal amount of the
4.875% 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 and 7.5x for Telecommunications, (2) merge,
consolidate or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with
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affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC and
Telecommunications (as defined in the Indentures) to incur liens securing indebtedness.
BNDES Loans
During 2013, the Company assumed several loans valued at $5.0 million as part of an acquisition in Brazil (the “BNDES
Loans”). The Company also borrowed an additional $1.3 million in new loans during 2013. During the year ended December 31,
2014, the Company had borrowings of $0.4 million and repayments of $6.3 million under the BNDES Loans. The BNDES Loans
were repaid in full in April 2014.
14. REDEEMABLE NONCONTROLLING INTERESTS
In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-
affiliated joint venture partner that contained both a put option for its partners and a call option for the Company, requiring or allowing
the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings
multiples. Each of these options was to be triggered upon the occurrence of specified events and/or upon the passage of time.
In March 2013, the Company acquired the remaining 10% noncontrolling interest in the Central American joint venture for
consideration of $6.0 million. This acquisition increased the Company’s ownership to 100% of the joint venture. The remaining $5.7
million balance of non-controlling interest, previously classified as a redeemable equity interest in mezzanine (or temporary equity) on
the Company’s Consolidated Balance Sheet, was recognized as an adjustment to additional paid in capital. The acquisition of the
noncontrolling interest has been recorded in accordance with ASC 810.
15. SHAREHOLDERS’ EQUITY
Common Stock equivalents
The Company has potential common stock equivalents related to its outstanding stock options (see Note 16), restricted stock
units, and the 4.0% Notes (see Note 13). These potential common stock equivalents were not included in diluted loss per share
because the effect would have been anti-dilutive for the years ended December 31, 2014, 2013 and 2012, respectively. Accordingly,
basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for the
years presented.
Stock Repurchases
The Company’s Board of Directors authorized a stock repurchase program on April 27, 2011. This program authorizes 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 of the Securities Exchange Act of 1934, as amended, and/or in privately
negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other
factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s
Board of Directors at any time in the Company’s sole discretion.
During the years ended December 31, 2014, 2013, and 2012 the Company did not repurchase any shares in conjunction with the
stock repurchase program. As of December 31, 2014, the Company had a remaining authorization to repurchase an additional $150.0
million of its common stock under its current $300.0 million stock repurchase program.
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 16).
The Company filed shelf registration statements 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, 2014, 2013 and 2012, the Company did not issue any shares of its Class A
F-31
common stock pursuant to this registration statement in connection with acquisitions. At December 31, 2014, approximately
1.7 million shares remain available for issuance under this shelf registration statement.
On February 27, 2012, 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 the Company’s 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 the Company issues securities under
this registration statement. For the year ended December 31, 2014, the Company did not issue any securities under this automatic shelf
registration statement.
On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the
Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of
related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus
supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the
Senior Notes.
On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid
$850.0 million in cash and issued 5,250,000 shares of its Class A common stock.
On October 1, 2012, the Company completed the TowerCo Acquisition. As consideration for the acquisition, the Company paid
$1.2 billion with cash on-hand and issued 4,588,840 shares of its Class A common stock.
16.
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, no further grants were permitted under the
2001 Equity Participation Plan. The 2010 Plan provides for the issuance of a maximum of 15.0 million shares of the Company’s
Class A common stock; 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. As of December 31, 2014, the Company had 11.3 million shares remaining available for future
issuance under the 2010 Plan.
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. Historical data is used to estimate the
expected option life and the expected forfeiture rate. 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:
Risk free interest rate
Dividend yield
Expected volatility
Expected lives
For the year ended December 31,
2014
2013
2012
1.15% - 1.37%
0.0%
22.0%
4.4 years
0.51% - 1.38%
0.0%
25.0% - 29.0%
3.9 - 4.8 years
0.58% - 0.83%
0.0%
53.0%
3.8 - 4.6 years
F-32
The following table summarizes the Company’s activities with respect to its stock option plans for the years ended December
31, 2014, 2013 and 2012 as follows (dollars and number of shares in thousands, except for per share data):
Weighted-
Average
Exercise Price
Per Share
Number
of Shares
Weighted-
Average
Remaining
Contractual
Life (in years)
Aggregate
Intrinsic Value
Outstanding at December 31, 2011
Granted
Exercised
Canceled
Outstanding at December 31, 2012
Granted
Exercised
Canceled
Outstanding at December 31, 2013
Granted
Exercised
Canceled
Outstanding at December 31, 2014
Exercisable at December 31, 2014
Unvested at December 31, 2014
3,608
613
(1,381)
(9)
2,831
984
(776)
(60)
2,979
1,121
(780)
(44)
3,276
1,055
2,221
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
28.06
47.58
24.37
37.71
34.06
73.17
27.57
52.54
48.30
95.51
36.34
81.21
66.85
41.03
79.12
4.6
2.9
5.4
$
$
$
143,883
73,584
70,300
The weighted-average fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $19.49,
$17.38, and $20.31, respectively.
The total intrinsic value for options exercised during the years ended December 31, 2014, 2013 and 2012 was $49.2 million,
$39.3 million and $49.0 million, respectively. Cash received from option exercises under all plans for the years ended December 31,
2014, 2013 and 2012 was approximately $28.3 million, $21.4 million, and $32.0 million, respectively. No tax benefit was realized for
the tax deductions from option exercises under all plans for the years ended December 31, 2014, 2013 and 2012, 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 $110.76 as of December 31, 2014. 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.
Additional information regarding options outstanding and exercisable at December 31, 2014 is as follows:
Range
$0.00 - $30.00
$30.51 - $50.00
$50.01 - $70.00
$70.01 - $90.00
$90.01 - $111.00
Options Outstanding
Options Exercisable
Weighted Average
Weighted
Average
Weighted
Average
Outstanding
(in thousands)
Contractual Life
Exercise Price
Exercisable
Exercise Price
(in years)
(in thousands)
241
1,062
10
869
1,094
3,276
1.4
3.3
4.4
5.2
6.2
$
$
$
$
$
20.78
42.62
50.45
73.25
95.58
241
650
6
158
-
1,055
$
$
$
$
$
20.78
40.62
50.35
73.30
0.00
F-33
The following table summarizes the activity of options outstanding that had not yet vested:
Unvested as of December 31, 2013
Shares granted
Vesting during period
Forfeited or canceled
Unvested as of December 31, 2014
Number
of Shares
(in thousands)
Weighted-
Average
Fair Value
Per Share
1,785
1,121
(641)
(44)
2,221
$
$
$
$
$
18.15
19.49
17.98
17.52
18.89
As of December 31, 2014, the total unrecognized compensation cost related to unvested stock options outstanding under the
Plans is $29.1 million. That cost is expected to be recognized over a weighted average period of 2.61 years.
The total fair value of shares vested during 2014, 2013, and 2012 was $11.5 million, $9.8 million, and $9.0 million,
respectively.
Restricted Stock Units
The following table summarized the Company’s restricted stock unit activity for the year ended December 31, 2014:
Outstanding at December 31, 2013
Granted
Vested
Forfeited/canceled
Outstanding at December 31, 2014
Weighted-
Average
Grant Date
Fair Value per
Share
Number of
Units
(in thousands)
305
118
(123)
(5)
295
$
$
$
$
$
55.60
95.55
50.02
78.33
73.55
As of December 31, 2014, total unrecognized compensation expense related to unvested restricted stock units granted under the
2010 Plan was $14.7 million and is expected to be recognized over a weighted-average period of 2.40 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, 2014, 23,204 shares of Class A common stock were issued under the 2008 Purchase Plan,
which resulted in cash proceeds to the Company of approximately $2.1 million, compared to the year ended December 31, 2013 when
25,604 shares of Class A common stock were issued under the 2008 Purchase Plan which resulted in cash proceeds to the Company of
$1.7 million. At December 31, 2014, 331,237 shares remained available for issuance under the 2008 Purchase Plan. In addition, the
Company recorded $0.4 million, $0.3 million, and $0.2 million of non-cash compensation expense relating to the shares issued under
the 2008 Purchase Plans for each of the years ended December 31, 2014, 2013, and 2012.
F-34
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, 2014, 2013, and 2012, respectively:
Cost of revenues
Selling, general and administrative
Total cost of non-cash compensation included
in loss before provision for income taxes
Amount of income tax recognized in earnings
Amount charged against loss
For the year ended December 31,
2014
2013
(in thousands)
2012
386 $
22,285
22,671
—
22,671 $
230 $
16,975
17,205
—
17,205 $
187
13,781
13,968
—
13,968
$
$
In addition, the Company capitalized $0.3 million, $0.2 million and $0.2 million of non-cash compensation for the years ended
December 31, 2014, 2013 and 2012, respectively, to fixed assets.
17.
INCOME TAXES
Income (loss) before provision for income taxes from continuing operations by geographic area is as follows:
Domestic
Foreign
Total
For the year ended December 31,
2014
2013
(in thousands)
2012
$
$
(16,623) $
963
(15,660) $
(45,429) $
(11,789)
(57,218) $
(175,679)
(1,413)
(177,092)
The provision (benefit) for income taxes on continuing operations consists of the following components:
For the year ended December 31,
2014
2013
2012
(in thousands)
Current provision (benefit)
Federal (1)
State (1)
Foreign
Total current
Deferred provision (benefit) for taxes:
Federal
State
Foreign
Increase in valuation allowance
Total deferred
$
— $
— $
1,099
7,006
8,105
1,458
(887)
(472)
431
530
8,635
$
387
4,946
5,333
(11,977)
(3,272)
(9,013)
17,620
(6,642)
(1,309)
$
(1,237)
2,702
3,769
5,234
(53,501)
(13,750)
(1)
68,612
1,360
6,594
Total provision (benefit) for income taxes
$
(1)
Included in the 2012 current provision for income taxes on continuing operations is a benefit of $1.5 million that is an offset to
the tax expense netted in discontinued operations. Of the $1.5 million benefit, $1.2 million relates to federal taxes and $0.3
million relates to state taxes.
F-35
A reconciliation of the provision for income taxes on continuing operations at the statutory U.S. Federal tax rate (35%) and the
effective income tax rate is as follows:
Statutory federal benefit
Foreign tax expense
State and local taxes benefit
Non-deductible foreign expenses
Foreign dividend income
Foreign tax rate change
Foreign exchange rate changes
Other
Valuation allowance
Provision (benefit) for income taxes
For the year ended December 31,
2014
2013
(in thousands)
2012
(5,481) $
3,844
138
5,644
3,700
1,374
(799)
(216)
431
8,635 $
(20,027) $
2,870
(1,875)
2,605
—
(4,960)
—
2,458
17,620
(1,309) $
(61,982)
1,878
(7,181)
987
—
—
—
4,280
68,612
6,594
$
$
The components of the net deferred income tax asset (liability) accounts are as follows:
Current deferred tax assets:
Net operating losses
Allowance for doubtful accounts
Deferred revenue
Accrued liabilities
Valuation allowance
Total current deferred tax assets, net (1)
Noncurrent deferred tax assets:
Net operating losses
Property, equipment, and intangible basis differences
Accrued liabilities
Non-cash compensation
Valuation allowance
Currency translation
Other
Total noncurrent deferred tax assets, net (2)
Noncurrent deferred tax liabilities:
Property, equipment, and intangible basis differences
Convertible debt instruments
Straight-line rents
Deferred lease costs
Other
Total noncurrent deferred tax liabilities, net (2)
As of December 31,
2014
2013
(in thousands)
49,900 $
326
48,940
6,701
(51,249)
54,618 $
375,103 $
27,340
40,368
10,567
(216,052)
7,757
2,425
247,508
(283,185)
—
(25,142)
(5,647)
(10,905)
(77,371) $
—
241
35,970
14,862
(21,187)
29,886
438,608
47,602
26,087
8,582
(225,339)
—
2,527
298,067
(339,037)
(2,006)
(17,463)
—
(8,079)
(68,518)
$
$
$
$
(1) Amounts are included in Prepaid and other current assets on the Consolidated Balance Sheets.
(2) Of these amounts, $451 and $(77,822) are included in Other assets and Other long-term liabilities, respectively on the
accompanying Consolidated Balance Sheets as of December 31, 2014. As of December 31, 2013, $232 and $(68,750) are
included in Other assets and Other long-term liabilities on the accompanying Consolidated Balance Sheet.
F-36
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 $267.3 million and $246.5 million were being carried to offset net deferred income tax assets as of December 31, 2014
and 2013, respectively. The net increase in the valuation allowance for the years ended December 31, 2014 and 2013 was $20.8
million and $12.8 million, respectively. At December 31, 2014, the valuation allowance related to federal and state tax credit
carryovers were approximately $2.0 million and $0.4 million, respectively. These tax credits expire beginning 2017.
The Company has available at December 31, 2014, a net federal operating tax loss carry-forward of approximately $1.1 billion
and an additional $227.4 million of net operating tax loss carry forward from stock options which will benefit additional paid-in
capital when the loss is utilized. These net operating tax loss carry-forwards will expire between 2021 and 2033. The Internal Revenue
Code places limitations upon the future availability of net operating losses based upon changes in the equity of the Company. If these
occur, the ability of the Company to offset future income with existing net operating losses may be limited. In addition, the Company
has available at December 31, 2014, a foreign net operating loss carry-forward of $39.5 million and a net state operating tax loss
carry-forward of approximately $558.0 million. These net operating tax loss carry-forwards begin to expire in 2015.
In accordance with the Company’s methodology for determining when stock option deductions are deemed realized, the
Company utilizes a “with-and-without” approach that will result in a benefit not being recorded in APIC if the amount of available net
operating loss carry-forwards generated from operations is sufficient to offset the current year taxable income.
The Company does not expect to remit earnings from its foreign subsidiaries. Undistributed earnings of the Company’s foreign
subsidiaries amounted to approximately $22.7 million at December 31, 2014. Those earnings are considered to be permanently
reinvested and, accordingly, no U.S. Federal and state income taxes have been provided thereon. Upon distribution of those earnings
in the form of dividends or otherwise, the Company could be subject to both U.S. income taxes (subject to an adjustment for foreign
tax credits) and withholding taxes payable to various foreign countries. In 2014, the Company recognized a deemed dividend of $10.6
million.
18. 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 July 2114. In addition, the Company is obligated under various non-cancelable capital leases for
vehicles that expire at various times through July 2018.
The annual minimum lease payments under non-cancelable operating and capital leases in effect as of December 31, 2014 are as
follows (in thousands):
For the year ended December 31,
Capital Leases
Operating Leases
2015
2016
2017
2018
2019
Thereafter
Total minimum lease payments
Less: amount representing interest
Present value of future payments
Less: current obligations
Long-term obligations
135,563
136,675
138,640
140,209
140,620
$
$
$
1,652
975
499
148
—
—
3,274
(169)
3,105
(1,741)
1,364
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.
F-37
Rent expense for operating leases was $223.4 million, $196.3 million and $133.1 million for the years ended December 31,
2014, 2013 and 2012, 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, 2014, 2013 and 2012 was $23.3 million, $20.3 million and $16.1 million, respectively.
Tenant Leases
The annual minimum tower lease income to be received for tower space and antenna rental under non-cancelable operating
leases in effect as of December 31, 2014 is as follows:
For the year ended December 31,
(in thousands)
2015
2016
2017
2018
2019
$
1,220,266
1,081,408
956,211
806,190
611,057
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 tenant renewal options, however, fixed rate escalations have
been included.
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. For the years
ended December 31, 2014, 2013, and 2012 certain earnings targets associated with the acquired towers were achieved, and therefore,
the Company paid in cash $18.7 million, $9.3 million, and $5.9 million, respectively. As of December 31, 2014, the Company’s
estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $15.1 million
which the Company recorded in accrued expenses. The maximum potential obligation related to the performance targets was $23.1
million and $42.1 million as of December 31, 2014 and 2013, respectively.
19. 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.
For the years ended December 31, 2012 and through June 30, 2013, the Company made a discretionary matching contribution of
50% of an employee’s contributions up to a maximum of $3,000 annually. Effective July 1, 2013, the Company made 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, $1.6 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.
20. SEGMENT DATA
The Company operates principally in two business segments: site leasing and site development. The Company’s reportable
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. Our Chief Operating Decision Maker utilizes segment
F-38
operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the
reportable segment level.
Commencing in the second quarter of 2014, the Company revised the presentation of its site leasing business into two reportable
segments, domestic site leasing and international site leasing as a result of its international site leasing revenues exceeding 10% of
total revenues. All prior periods have been recast to conform to the current year presentation.
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:
For the year ended December 31, 2014
Revenues
Cost of revenues (2)
Operating profit
Selling, general, and administrative
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)
Other expense (principally interest expense
and other expense)
Loss before provision for income taxes
Cash capital expenditures (3)
For the year ended December 31, 2013
Revenues
Cost of revenues (2)
Operating profit
Selling, general, and administrative
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)
Other expense (principally interest expense
and other expense)
Loss before provision for income taxes
Cash capital expenditures (3)
For the year ended December 31, 2012
Revenues
Cost of revenues (2)
Operating profit
Selling, general, and administrative
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)
Other expense (principally interest expense
and other expense)
Loss before provision for income taxes
Cash capital expenditures (3)
Domestic Site
Int'l Site
Site
Leasing
Leasing
Development
(in thousands)
Not
Identified by
Segment (1)
Total
$
1,157,293 $
202,909 $
166,794 $
— $
1,526,996
247,237
910,056
67,611
3,351
21,538
515,150
302,406
54,076
148,833
16,762
4,447
2,263
104,447
20,914
127,172
39,622
9,074
—
—
2,453
28,095
—
—
9,870
—
—
5,022
(14,892)
(352,183)
428,485
1,098,511
103,317
7,798
23,801
627,072
336,523
(352,183)
(15,660)
547,774
1,221,786
3,851
24,352
1,797,763
$
1,048,756 $
84,257 $
171,853 $
— $
1,304,866
242,839
805,917
59,320
6,525
26,478
484,053
229,541
27,933
56,324
10,065
12,673
2,482
44,973
(13,869)
137,481
34,372
7,760
—
—
2,280
24,332
—
—
8,331
—
—
2,028
(10,359)
(286,863)
261,775
578,938
6,693
105
$
797,794 $
48,300 $
107,990 $
— $
175,452
622,342
48,228
38,060
4,020
380,190
151,844
13,499
34,801
7,481
2,373
2,363
24,786
(2,202)
90,556
17,434
8,187
—
—
2,118
7,129
—
—
8,252
—
—
1,373
(9,625)
(324,238)
408,253
896,613
85,476
19,198
28,960
533,334
229,645
(286,863)
(57,218)
847,511
954,084
279,507
674,577
72,148
40,433
6,383
408,467
147,146
(324,238)
(177,092)
2,271,636
86,645
6,466
3,751
2,368,498
F-39
Domestic Site
Int'l Site
Site
Leasing
Leasing
Development
(in thousands)
Not
Identified by
Segment (1)
Total
Assets
As of December 31, 2014
As of December 31, 2013
$
5,554,753 $
5,427,969
1,989,571 $
1,040,401
78,633 $
76,214
218,168 $
238,604
7,841,125
6,783,188
(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.
21. QUARTERLY FINANCIAL DATA (unaudited)
Quarter Ended
December 31,
September 30,
June 30,
March 31,
2014
2014
2014
2014
Revenues
Operating income
Depreciation, accretion, and amortization
Loss from extinguishment of debt, net
Net income (loss) attributable to SBA Communications Corporation
$
(in thousands, except per share amounts)
383,420 $
83,317
(161,005)
(8,236)
(9,467)
393,293 $
89,484
(159,410)
(14,893)
(16,624)
404,734 $
96,590
(162,214)
(1,124)
388
345,549
67,132
(144,443)
(1,951)
1,408
Net income (loss) per common share - basic and diluted
$
0.00 $
(0.13) $
(0.07) $
0.01
Quarter Ended
December 31,
September 30,
June 30,
March 31,
2013
2013
2013
2013
Revenues
Operating income
Depreciation, accretion, and amortization
Loss from extinguishment of debt, net
Net (loss) income attributable to SBA Communications Corporation
$
(in thousands, except per share amounts)
324,305 $
49,534
(141,089)
(5,618)
(35,899)
332,094 $
63,902
(133,281)
(3)
21,531
335,396 $
59,445
(133,328)
(336)
(19,164)
313,071
56,764
(125,636)
(142)
(22,377)
Net (loss) income per common share - basic
Net (loss) income per common share - diluted
$
$
(0.15) $
(0.15) $
0.17 $
0.16 $
(0.28) $
(0.28) $
(0.18)
(0.18)
Basic and diluted net 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 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.
F-40
Performance Graph
SBA’s Class A Common Stock began trading on The NASDAQ National Market on June 16, 1999 when its initial public
offering commenced and is currently traded on the NASDAQ Global Select Market. The following graph shows the total
return to the shareholders of an investment in SBA’s Class A Common Stock as compared to (i) an investment in the
NASDAQ Composite Index and (ii) an investment in a peer group made up of American Tower Corporation and Crown
Castle International Corporation (the “Peer Group”). The Peer Group was selected because it is a comprehensive peer
group comprised of all of the comparable public companies in the business of owning and operating wireless
communications towers, including companies that have emerged from bankruptcy proceedings.
Total shareholder return is determined by dividing (i) the sum of (A) the cumulative amount of dividends for a given
period (assuming dividend reinvestment) and (B) the change in share price between the beginning and end of the
measurement period, by (ii) the share price at the beginning of the measurement period.
Total Shareholder Returns
SBA Communications Corporation
Nasdaq Composite Index
Peer Group
$350
$300
$250
$200
$150
$100
$50
s
r
a
l
l
o
D
n
I
$0
12/31/09
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
Company Name / Index
SBA Communications Corporation
Nasdaq Composite Index
Peer Group
Base
Period
12/31/09
$100.00
$100.00
$100.00
INDEXED RETURNS
Years Ending
2010
$119.85
$118.02
$116.59
2011
$125.76
$117.04
$129.61
2012
$207.79
$137.47
$183.24
2013
$263.00
$192.62
$189.73
2014
$324.24
$221.02
$225.33
Reflects $100 invested on December 31, 2009 in (i) the Class A Common Stock of SBA, (ii) the basket of companies
comprising the NASDAQ Composite Index, and (iii) the companies comprising the Peer Group.
Required Disclosures Non-GAAP Financial Measures in Accordance with Regulation G
SBA Communications Corporation (“SBA” or “we”) often makes disclosures of non-GAAP financial measures, such as
(i) Tower Cash Flow and Tower Cash Flow Margin; (ii) Net Debt, Net Secured Debt, Leverage Ratio, and Secured
Leverage Ratio (collectively, our “Non-GAAP Debt Measures”); and (iii) Funds from Operations (“FFO”), Adjusted
Funds from Operations (“AFFO”), and AFFO per share. Following is a reconciliation of these non-GAAP financial
measures to their most comparable GAAP measures and the other information required by Regulation G. An additional
non-GAAP financial measure, Adjusted EBITDA, which is included in this annual report, is discussed and included in our
10-K which accompanies this annual report.
We believe that Tower Cash Flow and Tower Cash Flow Margin are indicators of the performance of our site leasing
operations. In addition, Tower Cash Flow is a component of the calculations used by our lenders to determine compliance
with certain covenants under our debt instruments.
We believe that Annualized Adjusted EBITDA and Adjusted EBITDA Margin are indicators of the profitability and
financial performance of our core business.
We believe that our Non-GAAP Debt Measures provide investors a more complete understanding of our net debt and
leverage position as they include the full principal amount of our debt which will be due at maturity, and they are used by
our lenders to determine compliance with certain covenants under our debt instruments.
We believe that FFO, AFFO and AFFO per share, which are also being used by American Tower Corporation and Crown
Castle International Corporation (our two public company peers in the tower industry), provide investors useful indicators
of the financial performance of our core business and permit investors an additional tool to evaluate the performance of
our business against those of our two principal competitors. FFO, AFFO and AFFO per share are not necessarily
indicative of the operating results that would have been achieved had we converted to a REIT. In addition, our FFO,
AFFO and AFFO per share may not be comparable to those reported in accordance with National Association of Real
Estate Investment Trusts or by the other communication site companies as the calculation of these non-GAAP measures
requires us to estimate the impact had we converted to a REIT, including estimates of the tax provision adjustment to
reflect our estimate of our cash taxes had we been a REIT.
These non-GAAP financial measures are not intended to be an alternative to any of the financial measures provided in our
results of operations or our balance sheet as determined in accordance with GAAP.
Tower Cash Flow
The table below sets forth the reconciliation of Tower Cash Flow to its most comparable GAAP measurement.
Site leasing revenue
Site leasing cost of revenue (excluding depreciation, accretion,
and amortization)
Site leasing segment operating profit
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Tower Cash Flow
For the year
ended December 31,
2014
2013
(in thousands)
$
1,360,202 $
1,133,013
(301,313)
1,058,889
(56,867)
36,271
1,038,293 $
(270,772)
862,241
(65,611)
33,621
830,251
$
Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”) and AFFO per share
The table below sets forth the reconciliations of FFO, AFFO and AFFO per share to their most comparable GAAP
measurement.
For the year ended December 31,
2014
2013
Net loss
Adjusted tax provision(a)
Real estate related depreciation, amortization and accretion
FFO
Adjustments to FFO:
Non-cash straight-line leasing revenue
Non-cash straight-line ground lease expense
Non-cash compensation
Non-real estate related depreciation, amortization and accretion
Amortization of deferred financing costs and debt discounts
Interest deemed paid upon conversion of convertible notes
Loss from extinguishment of debt, net
Other (income) expense
Acquisition related adjustments and expenses
Asset impairment and decommission costs
Non-discretionary cash capital expenditures
AFFO
Weighted average number of common shares(b)
AFFO per share
$
$
$
$
(in thousands)
$
(24,295)
2,705
621,208
599,617
(56,867)
36,271
22,671
5,862
44,685
7,537
26,204
(10,628)
7,798
23,801
(27,243)
679,709
130,061
$
$
5.23
$
(55,909)
(6,502)
528,730
466,319
(65,611)
33,621
17,205
4,603
64,645
4,195
6,099
(31,138)
19,198
28,960
(18,979)
529,118
129,033
4.10
(a) Adjusts the income tax provision during the period, to reflect our estimate of cash income taxes (primarily foreign taxes) that would have
been payable had we been a REIT.
(b) For purposes of the AFFO per share calculation, the basic weighted average number of common shares has been adjusted to include the
dilutive effect of stock options and restricted stock units.
Net Debt, Net Secured Debt, Leverage Ratio, and Secured Leverage Ratio
The table below sets forth the reconciliations of the Non-GAAP Debt Measures to their most comparable GAAP
measurement.
2010-2C Tower Securities
2012-1C Tower Securities
2013-1C Tower Securities
2013-2C Tower Securities
2013-1D Tower Securities
2014-1C Tower Securities
2014-2C Tower Securities
Revolving Credit Facility
2012-1 Term Loan A
2014 Term Loan B (carrying value of $1,489,149)
Total secured debt
5.625% 2019 Senior Notes
5.75% 2020 Senior Notes
4.875% 2022 Senior Notes (carrying value of $744,150)
Total unsecured debt
Total debt
Net Debt and Leverage Ratio
Total debt
Less: Cash and cash equivalents, short-term restricted cash
and short-term investments
Net debt
Divided by: Annualized Adjusted EBITDA
Leverage Ratio
Net Secured Debt and Secured Leverage Ratio
Total secured debt
Less: Cash and cash equivalents, short-term restricted cash
and short-term investments
Net Secured Debt
Divided by: Annualized Adjusted EBITDA
Secured Leverage Ratio
December 31,
2014
$
(in thousands)
550,000
610,000
425,000
575,000
330,000
920,000
620,000
125,000
172,500
1,492,500
5,820,000
500,000
800,000
750,000
2,050,000
$ 7,870,000
$ 7,870,000
(97,511)
$ 7,772,489
$ 1,066,768
7.3x
$ 5,820,000
(97,511)
$ 5,722,489
$ 1,066,768
5.4x
Special Note Regarding Forward-Looking Statements
This annual report contains forward-looking statements that concern expectations, beliefs, projections, strategies,
anticipated events or trends including those concerning trends in the wireless industry, our ability to capitalize on such
trends and our future operational and financial performance. These forward-looking statements are qualified in their
entirety by cautionary statements set forth under “Special Note Regarding Forward-Looking Statements” and the risk
factor disclosures contained in our Form 10-K filed with the Securities and Exchange Commission on March 2, 2015 and
included in this annual report.