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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Tower Corporation | NYSE:AMT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-3.10 | -1.77% | 171.89 | 176.92 | 170.46 | 176.00 | 3,710,766 | 00:58:44 |
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x
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2016.
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¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Delaware
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65-0723837
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page Nos.
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PART I. FINANCIAL INFORMATION
|
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Item 1.
|
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
|
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Item 1.
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Item 1A.
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Item 6.
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|||
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PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
UNAUDITED CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
REVENUES:
|
|
|
|
||||
Property
|
$
|
1,267,651
|
|
|
$
|
1,062,180
|
|
Services
|
21,396
|
|
|
17,010
|
|
||
Total operating revenues
|
1,289,047
|
|
|
1,079,190
|
|
||
OPERATING EXPENSES:
|
|
|
|
||||
Costs of operations (exclusive of items shown separately below):
|
|
|
|
||||
Property (including stock-based compensation expense of $507 and $432, respectively)
|
342,290
|
|
|
259,257
|
|
||
Services (including stock-based compensation expense of $151 and $139, respectively)
|
9,155
|
|
|
5,383
|
|
||
Depreciation, amortization and accretion
|
341,634
|
|
|
263,520
|
|
||
Selling, general, administrative and development expense (including stock-based compensation expense of $27,421 and $29,290, respectively)
|
135,315
|
|
|
123,290
|
|
||
Other operating expenses
|
8,800
|
|
|
7,774
|
|
||
Total operating expenses
|
837,194
|
|
|
659,224
|
|
||
OPERATING INCOME
|
451,853
|
|
|
419,966
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
||||
Interest income, TV Azteca, net of interest expense of $283 and $370, respectively
|
2,716
|
|
|
2,596
|
|
||
Interest income
|
3,534
|
|
|
2,964
|
|
||
Interest expense
|
(159,880
|
)
|
|
(147,934
|
)
|
||
Loss on retirement of long-term obligations
|
—
|
|
|
(3,725
|
)
|
||
Other income (expense) (including unrealized foreign currency gains (losses) of $29,362 and ($55,468), respectively)
|
12,208
|
|
|
(54,503
|
)
|
||
Total other expense
|
(141,422
|
)
|
|
(200,602
|
)
|
||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
310,431
|
|
|
219,364
|
|
||
Income tax provision
|
(29,124
|
)
|
|
(23,872
|
)
|
||
NET INCOME
|
281,307
|
|
|
195,492
|
|
||
Net income attributable to noncontrolling interest
|
(6,148
|
)
|
|
(2,175
|
)
|
||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS
|
275,159
|
|
|
193,317
|
|
||
Dividends on preferred stock
|
(26,781
|
)
|
|
(9,819
|
)
|
||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS
|
$
|
248,378
|
|
|
$
|
183,498
|
|
NET INCOME PER COMMON SHARE AMOUNTS:
|
|
|
|
||||
Basic net income attributable to American Tower Corporation common stockholders
|
$
|
0.59
|
|
|
$
|
0.45
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
$
|
0.58
|
|
|
$
|
0.45
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
||||
BASIC
|
424,059
|
|
|
405,111
|
|
||
DILUTED
|
427,888
|
|
|
409,399
|
|
||
DISTRIBUTIONS DECLARED PER COMMON SHARE
|
$
|
0.51
|
|
|
$
|
0.42
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
281,307
|
|
|
$
|
195,492
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Changes in fair value of cash flow hedges, net of tax benefit of $0 and $51, respectively
|
|
74
|
|
|
(942
|
)
|
||
Reclassification of unrealized (gains) losses on cash flow hedges to net income, net of tax benefit of $0 and $24, respectively
|
|
(8
|
)
|
|
387
|
|
||
Foreign currency translation adjustments, net of tax expense (benefit) of $4,188 and ($12,609), respectively
|
|
226,292
|
|
|
(432,961
|
)
|
||
Other comprehensive income (loss)
|
|
226,358
|
|
|
(433,516
|
)
|
||
Comprehensive income (loss)
|
|
507,665
|
|
|
(238,024
|
)
|
||
Comprehensive (income) loss attributable to non-controlling interest
|
|
(6,102
|
)
|
|
19,702
|
|
||
Comprehensive income (loss) attributable to American Tower Corporation stockholders
|
|
$
|
501,563
|
|
|
$
|
(218,322
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
281,307
|
|
|
$
|
195,492
|
|
Adjustments to reconcile net income to cash provided by operating activities
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
341,634
|
|
|
263,520
|
|
||
Stock-based compensation expense
|
|
28,079
|
|
|
29,861
|
|
||
Loss on early retirement of long-term obligations
|
|
—
|
|
|
3,725
|
|
||
Other non-cash items reflected in statements of operations
|
|
12,451
|
|
|
66,309
|
|
||
Decrease in restricted cash
|
|
3,005
|
|
|
28,180
|
|
||
Increase in net deferred rent asset
|
|
(16,171
|
)
|
|
(25,074
|
)
|
||
Increase in assets
|
|
(30,535
|
)
|
|
(2,779
|
)
|
||
Decrease in liabilities
|
|
(56,258
|
)
|
|
(49,304
|
)
|
||
Cash provided by operating activities
|
|
563,512
|
|
|
509,930
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Payments for purchase of property and equipment and construction activities
|
|
(154,222
|
)
|
|
(159,184
|
)
|
||
Payments for acquisitions, net of cash acquired
|
|
(873
|
)
|
|
(20,946
|
)
|
||
Payment for Verizon transaction
|
|
(4,655
|
)
|
|
(5,058,019
|
)
|
||
Proceeds from sale of short-term investments and other non-current assets
|
|
1,184
|
|
|
72,684
|
|
||
Payments for short-term investments
|
|
—
|
|
|
(82,557
|
)
|
||
Deposits, restricted cash, investments and other
|
|
(26,950
|
)
|
|
(1,397
|
)
|
||
Cash used for investing activities
|
|
(185,516
|
)
|
|
(5,249,419
|
)
|
||
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Repayments of short-term borrowings, net
|
|
(8,636
|
)
|
|
—
|
|
||
Borrowings under credit facilities
|
|
31,504
|
|
|
3,150,000
|
|
||
Proceeds from issuance of senior notes, net
|
|
1,247,463
|
|
|
—
|
|
||
Proceeds from term loan
|
|
—
|
|
|
500,000
|
|
||
Repayments of notes payable, credit facilities and capital leases
|
|
(1,388,613
|
)
|
|
(2,490,771
|
)
|
||
Distributions to noncontrolling interest holders, net
|
|
(274
|
)
|
|
(137
|
)
|
||
Proceeds from stock options
|
|
14,582
|
|
|
5,106
|
|
||
Distributions paid on common stock
|
|
(209,984
|
)
|
|
(152,037
|
)
|
||
Distributions paid on preferred stock
|
|
(26,781
|
)
|
|
(7,875
|
)
|
||
Proceeds from the issuance of common stock, net
|
|
—
|
|
|
2,440,390
|
|
||
Proceeds from the issuance of preferred stock, net
|
|
—
|
|
|
1,338,009
|
|
||
Deferred financing costs and other financing activities
|
|
(25,325
|
)
|
|
(22,558
|
)
|
||
Cash (used for) provided by financing activities
|
|
(366,064
|
)
|
|
4,760,127
|
|
||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents
|
|
3,785
|
|
|
(10,730
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
15,717
|
|
|
9,908
|
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
320,686
|
|
|
313,492
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
336,403
|
|
|
$
|
323,400
|
|
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $3,431 AND $922, RESPECTIVELY)
|
|
$
|
19,368
|
|
|
$
|
14,714
|
|
CASH PAID FOR INTEREST
|
|
$
|
177,574
|
|
|
$
|
199,022
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
||||
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities
|
|
$
|
22,586
|
|
|
$
|
26,499
|
|
Purchases of property and equipment under capital leases
|
|
$
|
9,958
|
|
|
$
|
4,394
|
|
|
|
Preferred Stock - Series A
|
|
Preferred Stock - Series B
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||||||||||||||||||
|
|
Issued Shares
|
|
Amount
|
|
Issued Shares
|
|
Amount
|
|
Issued
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2015
|
|
6,000,000
|
|
|
$
|
60
|
|
|
—
|
|
|
$
|
—
|
|
|
399,508,751
|
|
|
$
|
3,995
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
5,788,786
|
|
|
$
|
(794,221
|
)
|
|
$
|
(837,320
|
)
|
|
$
|
99,792
|
|
|
$
|
4,053,352
|
|
Stock-based compensation related activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524,880
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
16,586
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,591
|
|
|||||||||
Issuance of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,850,000
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
2,440,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,440,390
|
|
|||||||||
Issuance of preferred stock
|
|
—
|
|
|
—
|
|
|
1,375,000
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,337,995
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,338,009
|
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(909
|
)
|
|
—
|
|
|
(33
|
)
|
|
(942
|
)
|
|||||||||
Reclassification of unrealized losses on cash flow hedges to net income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
15
|
|
|
387
|
|
|||||||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(411,102
|
)
|
|
—
|
|
|
(21,859
|
)
|
|
(432,961
|
)
|
|||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
(137
|
)
|
|||||||||
Common stock dividends/distributions declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,542
|
)
|
|
—
|
|
|
(178,542
|
)
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,317
|
|
|
2,175
|
|
|
195,492
|
|
|||||||||
BALANCE, MARCH 31, 2015
|
|
6,000,000
|
|
|
$
|
60
|
|
|
1,375,000
|
|
|
$
|
14
|
|
|
425,883,631
|
|
|
$
|
4,259
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
9,583,498
|
|
|
$
|
(1,205,860
|
)
|
|
$
|
(822,545
|
)
|
|
$
|
79,953
|
|
|
$
|
7,431,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
BALANCE, JANUARY 1, 2016
|
|
6,000,000
|
|
|
$
|
60
|
|
|
1,375,000
|
|
|
$
|
14
|
|
|
426,695,279
|
|
|
$
|
4,267
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
9,690,609
|
|
|
$
|
(1,836,996
|
)
|
|
$
|
(998,535
|
)
|
|
$
|
61,139
|
|
|
$
|
6,712,818
|
|
Stock-based compensation related activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
677,752
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
24,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,349
|
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||||||
Reclassification of unrealized gains on cash flow hedges to net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226,338
|
|
|
—
|
|
|
(46
|
)
|
|
226,292
|
|
|||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
(275
|
)
|
|||||||||
Common stock dividends/distributions declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217,561
|
)
|
|
—
|
|
|
(217,561
|
)
|
|||||||||
Preferred stock dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,781
|
)
|
|
—
|
|
|
(26,781
|
)
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,159
|
|
|
6,148
|
|
|
281,307
|
|
|||||||||
BALANCE, MARCH 31, 2016
|
|
6,000,000
|
|
|
$
|
60
|
|
|
1,375,000
|
|
|
$
|
14
|
|
|
427,373,031
|
|
|
$
|
4,273
|
|
|
(2,810,026
|
)
|
|
$
|
(207,740
|
)
|
|
$
|
9,714,952
|
|
|
$
|
(1,610,592
|
)
|
|
$
|
(967,718
|
)
|
|
$
|
66,966
|
|
|
$
|
7,000,215
|
|
1.
|
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
Prepaid operating ground leases
|
$
|
124,450
|
|
|
$
|
128,542
|
|
Prepaid assets
|
48,553
|
|
|
32,892
|
|
||
Prepaid income tax
|
44,133
|
|
|
45,056
|
|
||
Unbilled receivables
|
33,562
|
|
|
34,173
|
|
||
Value added tax and other consumption tax receivables
|
24,294
|
|
|
30,239
|
|
||
Other miscellaneous current assets
|
66,799
|
|
|
35,333
|
|
||
Total
|
$
|
341,791
|
|
|
$
|
306,235
|
|
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
|||||||||||||||||||||
|
Estimated Useful
Lives
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|||||||||||||
|
(years)
|
|
(in thousands)
|
|||||||||||||||||||||||
Acquired network location intangibles (1)
|
Up to 20
|
|
|
$
|
4,019,860
|
|
|
$
|
(1,109,770
|
)
|
|
$
|
2,910,090
|
|
|
$
|
3,980,281
|
|
|
$
|
(1,052,393
|
)
|
|
$
|
2,927,888
|
|
Acquired customer-related intangibles
|
15-20
|
|
|
8,747,912
|
|
|
(1,879,003
|
)
|
|
6,868,909
|
|
|
8,640,554
|
|
|
(1,763,853
|
)
|
|
6,876,701
|
|
||||||
Acquired licenses and other intangibles
|
3-20
|
|
|
26,213
|
|
|
(1,707
|
)
|
|
24,506
|
|
|
28,293
|
|
|
(5,486
|
)
|
|
22,807
|
|
||||||
Economic Rights, TV Azteca
|
70
|
|
|
21,799
|
|
|
(11,314
|
)
|
|
10,485
|
|
|
21,688
|
|
|
(11,208
|
)
|
|
10,480
|
|
||||||
Total other intangible assets
|
|
|
$
|
12,815,784
|
|
|
$
|
(3,001,794
|
)
|
|
$
|
9,813,990
|
|
|
$
|
12,670,816
|
|
|
$
|
(2,832,940
|
)
|
|
$
|
9,837,876
|
|
(1)
|
Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease taking into consideration lease renewal options and residual value or up to
20
years, as the Company considers these intangibles to be directly related to the tower assets.
|
Fiscal Year
|
|
||
Remainder of 2016
|
$
|
451.4
|
|
2017
|
603.8
|
|
|
2018
|
602.8
|
|
|
2019
|
600.4
|
|
|
2020
|
583.3
|
|
|
2021
|
574.4
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
Accrued property and real estate taxes
|
$
|
81,799
|
|
|
$
|
75,827
|
|
Accrued rent
|
42,229
|
|
|
54,732
|
|
||
Payroll and related withholdings
|
39,965
|
|
|
62,334
|
|
||
Accrued construction costs
|
14,120
|
|
|
19,857
|
|
||
Other accrued expenses
|
259,433
|
|
|
303,663
|
|
||
Total
|
$
|
437,546
|
|
|
$
|
516,413
|
|
|
As of
|
|
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
|
Maturity Date
|
||||
Series 2013-1A securities (1)
|
$
|
497,769
|
|
|
$
|
497,478
|
|
|
March 15, 2018
|
Series 2013-2A securities (2)
|
1,289,083
|
|
|
1,288,689
|
|
|
March 15, 2023
|
||
Series 2015-1 notes (3)
|
346,474
|
|
|
346,262
|
|
|
June 15, 2020
|
||
Series 2015-2 notes (4)
|
518,941
|
|
|
518,776
|
|
|
June 16, 2025
|
||
2012 GTP notes (5)
|
279,555
|
|
|
281,902
|
|
|
Various
|
||
Unison notes (6)
|
201,492
|
|
|
201,930
|
|
|
Various
|
||
Shareholder loans (7)
|
145,081
|
|
|
145,540
|
|
|
Various
|
||
BR Towers debentures (8)
|
94,886
|
|
|
85,219
|
|
|
October 15, 2023
|
||
Colombian credit facility (9)
|
60,531
|
|
|
59,640
|
|
|
April 24, 2021
|
||
South African facility (10)
|
52,874
|
|
|
53,175
|
|
|
December 17, 2020
|
||
Brazil credit facility (11)
|
24,021
|
|
|
21,868
|
|
|
January 15, 2022
|
||
Indian working capital facility (12)
|
—
|
|
|
8,752
|
|
|
N/A
|
||
Total American Tower subsidiary debt
|
3,510,707
|
|
|
3,509,231
|
|
|
|
||
|
|
|
|
|
|
||||
2013 Credit Facility
|
31,865
|
|
|
1,225,000
|
|
|
June 28, 2019
|
||
Term Loan
|
1,993,915
|
|
|
1,993,601
|
|
|
January 29, 2021
|
||
2014 Credit Facility
|
1,830,000
|
|
|
1,980,000
|
|
|
January 29, 2021
|
||
4.500% senior notes
|
997,974
|
|
|
997,693
|
|
|
January 15, 2018
|
||
3.40% senior notes
|
999,804
|
|
|
999,769
|
|
|
February 15, 2019
|
||
7.25% senior notes
|
296,502
|
|
|
296,242
|
|
|
May 15, 2019
|
||
2.800% senior notes
|
743,916
|
|
|
743,557
|
|
|
June 1, 2020
|
||
5.050% senior notes
|
697,381
|
|
|
697,216
|
|
|
September 1, 2020
|
||
3.300% senior notes
|
743,900
|
|
|
—
|
|
|
February 15, 2021
|
||
3.450% senior notes
|
643,024
|
|
|
642,786
|
|
|
September 15, 2021
|
||
5.900% senior notes
|
497,307
|
|
|
497,188
|
|
|
November 1, 2021
|
||
4.70% senior notes
|
695,545
|
|
|
695,374
|
|
|
March 15, 2022
|
||
3.50% senior notes
|
988,365
|
|
|
987,966
|
|
|
January 31, 2023
|
||
5.00% senior notes
|
1,003,403
|
|
|
1,003,453
|
|
|
February 15, 2024
|
||
4.000% senior notes
|
739,322
|
|
|
739,057
|
|
|
June 1, 2025
|
||
4.400% senior notes
|
494,911
|
|
|
—
|
|
|
February 15, 2026
|
||
Total American Tower Corporation debt
|
13,397,134
|
|
|
13,498,902
|
|
|
|
||
Other debt, including capital lease obligations
|
114,254
|
|
|
110,876
|
|
|
|
||
Total
|
17,022,095
|
|
|
17,119,009
|
|
|
|
||
Less current portion of long-term obligations
|
(137,853
|
)
|
|
(50,202
|
)
|
|
|
||
Long-term obligations
|
$
|
16,884,242
|
|
|
$
|
17,068,807
|
|
|
|
(5)
|
Secured debt assumed by the Company in connection with the acquisition of MIP Tower Holdings LLC (“MIPT”). Anticipated repayment dates begin March 15, 2017.
|
(6)
|
Secured debt assumed by the Company in connection with the acquisition of certain legal entities from Unison Holdings LLC and Unison Site Management II, L.L.C. Anticipated repayment dates begin April 15, 2017; final legal maturity date is April 15, 2040.
|
(7)
|
Reflects balances owed to the Company’s joint venture partners in Ghana and Uganda. The Ghana loan is denominated in Ghanaian Cedi and the Uganda loan is denominated in U.S. Dollars.
|
(8)
|
Publicly issued debentures assumed by the Company in connection with the acquisition of BR Towers S.A. Denominated in Brazilian Reais (“BRL”).
|
(10)
|
Denominated in South African Rand.
|
|
Outstanding Principal Balance (in millions)
|
|
Undrawn letters of credit (in millions)
|
|
Maturity Date
|
|
Current margin over LIBOR (1)
|
|
Current commitment fee (2)
|
||||||
2013 Credit Facility
|
$
|
31.9
|
|
|
$
|
3.2
|
|
|
June 28, 2019 (3)
|
|
1.250
|
%
|
|
0.150
|
%
|
2014 Credit Facility
|
$
|
1,830.0
|
|
|
$
|
7.4
|
|
|
January 29, 2021 (3)
|
|
1.250
|
%
|
|
0.150
|
%
|
Term Loan
|
$
|
2,000.0
|
|
|
N/A
|
|
|
January 29, 2021
|
|
1.250
|
%
|
|
N/A
|
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
|
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Fair Value Measurements Using
|
|
Assets/Liabilities
at Fair Value
|
|
Fair Value Measurements Using
|
|
Assets/Liabilities
at Fair Value |
||||||||||||||||
|
|
Level 2
|
|
Level 3
|
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
$
|
790
|
|
|
—
|
|
|
$
|
790
|
|
|
$
|
692
|
|
|
—
|
|
|
$
|
692
|
|
||
Embedded derivative in lease agreement
|
|
—
|
|
|
$
|
13,955
|
|
|
$
|
13,955
|
|
|
—
|
|
|
$
|
14,176
|
|
|
$
|
14,176
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition-related contingent consideration
|
|
—
|
|
|
$
|
11,816
|
|
|
$
|
11,816
|
|
|
—
|
|
|
$
|
12,436
|
|
|
$
|
12,436
|
|
Range of risk-free interest rate
|
|
1.45% - 1.73%
|
Weighted average risk-free interest rate
|
|
1.45%
|
Range of expected life of stock options
|
|
4.5 - 5.2 years
|
Range of expected volatility of the underlying stock price
|
|
20.64% - 21.45%
|
Weighted average expected volatility of underlying stock price
|
|
21.45%
|
Range of expected annual dividend yield
|
|
1.85% - 2.40%
|
|
|
Number of Options
|
|
Outstanding as of January 1, 2016
|
|
7,680,819
|
|
Granted
|
|
1,132,596
|
|
Exercised
|
|
(262,877
|
)
|
Expired
|
|
(500
|
)
|
Outstanding as of March 31, 2016
|
|
8,550,038
|
|
|
RSUs
|
|
PSUs
|
||
Outstanding as of January 1, 2016 (1)
|
1,656,993
|
|
|
33,377
|
|
Granted (2)
|
765,607
|
|
|
192,719
|
|
Vested
|
(623,111
|
)
|
|
—
|
|
Forfeited
|
(21,573
|
)
|
|
—
|
|
Outstanding as of March 31, 2016
|
1,777,916
|
|
|
226,096
|
|
(1)
|
PSUs represent the shares issuable for the 2015 PSUs at the end of the three-year performance cycle based on exceeding the performance metric for the first year’s performance period.
|
(2)
|
PSUs represent the target number of shares issuable at the end of the three-year performance cycle attributable to the second year’s performance period for the 2015 PSUs and the target number of shares issuable at the end of the three-year performance cycle for the 2016 PSUs.
|
Declaration Date
|
|
Payment Date
|
|
Record Date
|
|
Distribution per share
|
|
Aggregate Payment Amount (in millions)
|
||||
Common Stock
|
|
|
|
|
|
|
|
|
||||
December 3, 2015
|
|
January 13, 2016
|
|
December 16, 2015
|
|
$
|
0.49
|
|
|
$
|
207.7
|
|
March 9, 2016
|
|
April 28, 2016
|
|
April 12, 2016
|
|
$
|
0.51
|
|
|
$
|
216.5
|
|
|
|
|
|
|
|
|
|
|
||||
Series A Preferred Stock
|
|
|
|
|
|
|
|
|
||||
January 14, 2016
|
|
February 16, 2016
|
|
February 1, 2016
|
|
$
|
1.3125
|
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Stock
|
|
|
|
|
|
|
|
|
||||
January 14, 2016
|
|
February 16, 2016
|
|
February 1, 2016
|
|
$
|
13.75
|
|
|
$
|
18.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income attributable to American Tower Corporation stockholders
|
$
|
275,159
|
|
|
$
|
193,317
|
|
Dividends on preferred stock
|
(26,781
|
)
|
|
(9,819
|
)
|
||
Net income attributable to American Tower Corporation common stockholders
|
248,378
|
|
|
183,498
|
|
||
Basic weighted average common shares outstanding
|
424,059
|
|
|
405,111
|
|
||
Dilutive securities
|
3,829
|
|
|
4,288
|
|
||
Diluted weighted average common shares outstanding
|
427,888
|
|
|
409,399
|
|
||
Basic net income attributable to American Tower Corporation common stockholders per common share
|
$
|
0.59
|
|
|
$
|
0.45
|
|
Diluted net income attributable to American Tower Corporation common stockholders per common share
|
$
|
0.58
|
|
|
$
|
0.45
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Restricted stock awards
|
152
|
|
|
3
|
|
Stock options
|
2,322
|
|
|
501
|
|
Preferred stock
|
17,413
|
|
|
9,194
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Acquisition and merger related expenses
|
|
$
|
985
|
|
|
$
|
2,966
|
|
Integration costs
|
|
$
|
3,271
|
|
|
$
|
1,755
|
|
|
|
Three Months Ended March 31, 2015
|
||
Pro forma revenues
|
|
$
|
1,263,174
|
|
Pro forma net income attributable to American Tower Corporation common stockholders
|
|
$
|
150,024
|
|
Pro forma net income per common share amounts:
|
|
|
||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
0.35
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
0.35
|
|
•
|
U.S.: property operations in the United States;
|
•
|
Asia: property operations in India;
|
•
|
EMEA: property operations in Germany, Ghana, Nigeria, South Africa and Uganda; and
|
•
|
Latin America: property operations in Brazil, Chile, Colombia, Costa Rica, Mexico and Peru.
|
|
|
Property
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
|||||||||||||||||||||||
Three Months Ended March 31, 2016
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Segment revenues
|
|
$
|
851,744
|
|
|
$
|
63,216
|
|
|
$
|
129,640
|
|
|
$
|
223,051
|
|
|
$
|
1,267,651
|
|
|
$
|
21,396
|
|
|
|
|
$
|
1,289,047
|
|
||
Segment operating expenses (1)
|
|
177,722
|
|
|
33,080
|
|
|
55,659
|
|
|
75,322
|
|
|
341,783
|
|
|
9,004
|
|
|
|
|
350,787
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,716
|
|
|
2,716
|
|
|
—
|
|
|
|
|
2,716
|
|
|||||||||
Segment gross margin
|
|
674,022
|
|
|
30,136
|
|
|
73,981
|
|
|
150,445
|
|
|
928,584
|
|
|
12,392
|
|
|
|
|
940,976
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
37,286
|
|
|
6,576
|
|
|
16,152
|
|
|
14,584
|
|
|
74,598
|
|
|
2,916
|
|
|
|
|
77,514
|
|
|||||||||
Segment operating profit
|
|
$
|
636,736
|
|
|
$
|
23,560
|
|
|
$
|
57,829
|
|
|
$
|
135,861
|
|
|
$
|
853,986
|
|
|
$
|
9,476
|
|
|
|
|
$
|
863,462
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28,079
|
|
|
28,079
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,380
|
|
|
30,380
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
341,634
|
|
|
341,634
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152,938
|
|
|
152,938
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
310,431
|
|
||||||||||||||
Total assets
|
|
$
|
19,110,950
|
|
|
$
|
698,798
|
|
|
$
|
2,327,461
|
|
|
$
|
4,668,298
|
|
|
$
|
26,805,507
|
|
|
$
|
61,117
|
|
|
$
|
197,691
|
|
|
$
|
27,064,315
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$0.7 million
and
$27.4 million
, respectively.
|
(2)
|
Primarily includes interest expense.
|
|
|
Property
|
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
||||||||||||||||||||||
Three Months Ended March 31, 2015
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Segment revenues
|
|
$
|
717,880
|
|
|
$
|
57,127
|
|
|
$
|
75,801
|
|
|
$
|
211,372
|
|
|
$
|
1,062,180
|
|
|
$
|
17,010
|
|
|
|
|
$
|
1,079,190
|
|
||
Segment operating expenses (1)
|
|
133,032
|
|
|
29,660
|
|
|
28,515
|
|
|
67,618
|
|
|
258,825
|
|
|
5,244
|
|
|
|
|
264,069
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,596
|
|
|
2,596
|
|
|
—
|
|
|
|
|
2,596
|
|
|||||||||
Segment gross margin
|
|
584,848
|
|
|
27,467
|
|
|
47,286
|
|
|
146,350
|
|
|
805,951
|
|
|
11,766
|
|
|
|
|
817,717
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
26,822
|
|
|
6,829
|
|
|
8,859
|
|
|
17,262
|
|
|
59,772
|
|
|
3,436
|
|
|
|
|
63,208
|
|
|||||||||
Segment operating profit
|
|
$
|
558,026
|
|
|
$
|
20,638
|
|
|
$
|
38,427
|
|
|
$
|
129,088
|
|
|
$
|
746,179
|
|
|
$
|
8,330
|
|
|
|
|
$
|
754,509
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
29,861
|
|
|
29,861
|
|
|||||||||||||
Other selling, general, administrative and development expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,792
|
|
|
30,792
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
263,520
|
|
|
263,520
|
|
||||||||||||||
Other expense (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210,972
|
|
|
210,972
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
219,364
|
|
||||||||||||||
Total assets (4)
|
|
$
|
19,560,579
|
|
|
$
|
755,290
|
|
|
$
|
1,195,027
|
|
|
$
|
4,239,821
|
|
|
$
|
25,750,717
|
|
|
$
|
67,226
|
|
|
$
|
112,251
|
|
|
$
|
25,930,194
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$0.6 million
and
$29.3 million
, respectively.
|
Current assets
|
|
$
|
215,060
|
|
Non-current assets
|
|
61,456
|
|
|
Property and equipment
|
|
757,564
|
|
|
Intangible assets (1):
|
|
|
||
Customer-related intangible assets
|
|
1,366,217
|
|
|
Network location intangible assets
|
|
640,259
|
|
|
Other intangible assets
|
|
10,543
|
|
|
Current liabilities
|
|
(189,133
|
)
|
|
Deferred tax liability
|
|
(644,262
|
)
|
|
Other non-current liabilities
|
|
(86,659
|
)
|
|
Net assets acquired
|
|
2,131,045
|
|
|
Goodwill (2)
|
|
905,984
|
|
|
Fair value of net assets acquired
|
|
3,037,029
|
|
|
Debt assumed
|
|
(762,797
|
)
|
|
Preferred stock outstanding
|
|
(25,002
|
)
|
|
Non-controlling interest
|
|
(1,099,250
|
)
|
|
Purchase Price
|
|
$
|
1,149,980
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Number of
Owned Towers
|
|
Number of
Operated
Towers (1)
|
|
Number of
Owned DAS Sites |
|||
U.S.
|
|
21,851
|
|
|
18,233
|
|
|
341
|
|
Asia:
|
|
|
|
|
|
|
|||
India
|
|
15,328
|
|
|
—
|
|
|
33
|
|
EMEA:
|
|
|
|
|
|
|
|||
Germany
|
|
2,028
|
|
|
—
|
|
|
—
|
|
Ghana
|
|
2,109
|
|
|
—
|
|
|
17
|
|
Nigeria
|
|
4,717
|
|
|
—
|
|
|
—
|
|
South Africa
|
|
1,927
|
|
|
—
|
|
|
—
|
|
Uganda
|
|
1,393
|
|
|
—
|
|
|
|
|
EMEA total
|
|
12,174
|
|
|
—
|
|
|
17
|
|
Latin America:
|
|
|
|
|
|
|
|||
Brazil
|
|
15,792
|
|
|
2,268
|
|
|
53
|
|
Chile
|
|
1,206
|
|
|
—
|
|
|
6
|
|
Colombia
|
|
3,058
|
|
|
706
|
|
|
1
|
|
Costa Rica
|
|
484
|
|
|
—
|
|
|
—
|
|
Mexico
|
|
8,598
|
|
|
199
|
|
|
55
|
|
Peru
|
|
618
|
|
|
—
|
|
|
—
|
|
Latin America total
|
|
29,756
|
|
|
3,173
|
|
|
115
|
|
(1)
|
Approximately 96% of the operated towers are held pursuant to long-term capital leases, including those subject to purchase options.
|
•
|
New revenue attributable to leases in place at the commencement of operations on sites acquired or constructed since the beginning of the prior-year period;
|
•
|
Contractual rent escalations on existing tenant leases, net of churn (as defined below); and
|
•
|
New revenue attributable to leasing additional space on our sites (“collocations”) and lease amendments.
|
•
|
Revenue growth from other items, including additional tenant payments to cover costs, such as ground rent or power and fuel costs (“pass-through”) included in certain tenant leases, straight-line revenue and decommissioning.
|
•
|
In less advanced wireless markets where initial voice and data networks are still being deployed, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks. We have established operations in many of these markets at the early stages of wireless development, which we believe will enable us to meaningfully participate in these deployments.
|
•
|
Subscribers’ use of wireless data continues to grow rapidly given increasing smartphone and other advanced device penetration, the proliferation of bandwidth-intensive applications on these devices and the continuing evolution of the mobile ecosystem. We believe carriers will be compelled to deploy additional equipment on existing networks while also rolling out more advanced wireless networks to address coverage and capacity needs resulting from this increasing wireless data usage.
|
•
|
The deployment of advanced wireless technology across existing wireless networks will provide higher speed data services and further enable fixed broadband substitution. As a result, we expect our tenants to continue deploying additional equipment across their existing networks.
|
•
|
Wireless service providers compete based on the quality of their existing wireless networks, which is driven by capacity and coverage. To maintain or improve their network performance as overall network usage increases, our tenants continue deploying additional equipment across their existing sites while also adding new cell sites. We anticipate increasing network densification over the next several years, as existing network infrastructure is anticipated to be insufficient to account for rapidly increasing levels of wireless data usage.
|
•
|
Wireless service providers continue to acquire additional spectrum, and as a result are expected to add additional sites and equipment to their network as they seek to optimize their network configuration and utilize additional spectrum.
|
|
Three Months Ended March 31,
|
Amount of Increase
|
|
Percent Increase
|
||||||||||
|
2016
|
|
2015
|
|
|
|||||||||
Property
|
|
|
|
|
|
|
|
|||||||
U.S.
|
$
|
851,744
|
|
|
$
|
717,880
|
|
|
$
|
133,864
|
|
|
19
|
%
|
Asia
|
63,216
|
|
|
57,127
|
|
|
6,089
|
|
|
11
|
|
|||
EMEA
|
129,640
|
|
|
75,801
|
|
|
53,839
|
|
|
71
|
|
|||
Latin America
|
223,051
|
|
|
211,372
|
|
|
11,679
|
|
|
6
|
|
|||
Total property
|
1,267,651
|
|
|
1,062,180
|
|
|
205,471
|
|
|
19
|
|
|||
Services
|
21,396
|
|
|
17,010
|
|
|
4,386
|
|
|
26
|
|
|||
Total revenues
|
$
|
1,289,047
|
|
|
$
|
1,079,190
|
|
|
$
|
209,857
|
|
|
19
|
%
|
•
|
$88.3 million in revenue growth generated from newly acquired or constructed sites, including approximately
11,500
sites from the transaction with Verizon Communications Inc. (the “Verizon Transaction”);
|
•
|
$29.7 million of revenue growth due to collocations and amendments;
|
•
|
$14.1 million increase in decommissioning revenue; and
|
•
|
$9.7 million from contractual escalations, net of churn.
|
•
|
Tenant revenue growth of $7.2 million, which was primarily driven by:
|
•
|
$3.2 million in revenue growth generated from newly acquired or constructed sites;
|
•
|
$4.5 million of revenue growth due to collocations and amendments; partially offset by
|
•
|
A decrease of $0.2 million resulting from churn in excess of contractual escalations; and
|
•
|
A decrease of $0.3 million primarily due to the impact of straight-line accounting.
|
•
|
Pass-through revenue growth of $4.2 million.
|
•
|
Tenant revenue growth of $47.5 million, which was primarily driven by:
|
•
|
$38.5 million in revenue growth generated from newly acquired or constructed sites, including the transaction with Airtel;
|
•
|
$5.8 million of revenue growth due to collocations and amendments; and
|
•
|
$4.4 million from contractual escalations, net of churn; partially offset by
|
•
|
A decrease of $1.2 million, partially due to a $0.5 million impact of straight-line accounting.
|
•
|
Pass-through revenue growth of $19.4 million.
|
•
|
Tenant revenue growth of $49.9 million, which was primarily driven by:
|
•
|
$19.4 million in revenue growth generated from newly acquired or constructed sites, including the transaction with TIM Celular S.A.;
|
•
|
$9.8 million of revenue growth due to collocations and amendments;
|
•
|
$10.7 million from contractual escalations, net of churn;
|
•
|
An increase of $10.0 million, primarily due to a $7.1 million impact of straight-line accounting; and
|
•
|
Pass-through revenue growth of $28.1 million.
|
|
Three Months Ended March 31,
|
Amount of Increase
|
|
Percent Increase
|
||||||||||
|
2016
|
|
2015
|
|
||||||||||
Property
|
|
|
|
|
|
|
|
|||||||
U.S.
|
$
|
674,022
|
|
|
$
|
584,848
|
|
|
$
|
89,174
|
|
|
15
|
%
|
Asia
|
30,136
|
|
|
27,467
|
|
|
2,669
|
|
|
10
|
|
|||
EMEA
|
73,981
|
|
|
47,286
|
|
|
26,695
|
|
|
56
|
|
|||
Latin America
|
150,445
|
|
|
146,350
|
|
|
4,095
|
|
|
3
|
|
|||
Total property
|
928,584
|
|
|
805,951
|
|
|
122,633
|
|
|
15
|
|
|||
Services
|
12,392
|
|
|
11,766
|
|
|
626
|
|
|
5
|
%
|
•
|
The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $44.7 million. Direct expense growth was primarily due to sites associated with the Verizon Transaction.
|
•
|
The increase in Asia property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $6.2 million. Direct expense growth was primarily due to newly constructed sites, partially offset by $2.8 million attributable to the impact of foreign currency translation.
|
•
|
The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $32.2 million. Direct expense growth was primarily due to sites acquired from Airtel, partially offset by $5.1 million attributable to the impact of foreign currency translation.
|
•
|
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $30.9 million. Direct expense growth was primarily due to newly acquired or constructed sites, primarily offset by $23.3 million attributable to the impact of foreign currency translation.
|
•
|
The increase in services segment gross margin was attributable to the increase in revenue, partially offset by labor costs associated with work performed by our tower services group.
|
|
Three Months Ended March 31,
|
|
Amount of Increase (Decrease)
|
|
Percent Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
Property
|
|
|
|
|
|
|
|
||||||
U.S.
|
$
|
37,286
|
|
|
$
|
26,822
|
|
|
10,464
|
|
|
39
|
%
|
Asia
|
6,576
|
|
|
6,829
|
|
|
(253
|
)
|
|
(4
|
)
|
||
EMEA
|
16,152
|
|
|
8,859
|
|
|
7,293
|
|
|
82
|
|
||
Latin America
|
14,584
|
|
|
17,262
|
|
|
(2,678
|
)
|
|
(16
|
)
|
||
Total property
|
74,598
|
|
|
59,772
|
|
|
14,826
|
|
|
25
|
|
||
Services
|
2,916
|
|
|
3,436
|
|
|
(520
|
)
|
|
(15
|
)
|
||
Other (1)
|
57,801
|
|
|
60,082
|
|
|
(2,281
|
)
|
|
(4
|
)
|
||
Total selling, general, administrative and development expense
|
$
|
135,315
|
|
|
$
|
123,290
|
|
|
12,025
|
|
|
10
|
%
|
(1)
|
Certain expenses previously reflected in segment SG&A for the
three months ended March 31, 2015
have been reclassified and are now reflected as Other SG&A.
|
•
|
The increases in each of our U.S. and EMEA property segments’ SG&A were primarily driven by increased personnel costs to support our business, including additional costs associated with the Verizon Transaction in our U.S. property segment and Airtel in our EMEA property segment. The EMEA property SG&A increase also included an increase in bad debt expense of $2.3 million and was partially offset by a decrease attributable to the impacts of foreign currency fluctuations.
|
•
|
The decreases in each of our Asia and Latin America property segments’ SG&A were primarily due to the impacts of foreign currency fluctuations, partially offset by increased personnel costs to support the growth of our business.
|
•
|
The decrease in other SG&A was due to a decrease in stock-based compensation expense of $1.9 million and a decrease in corporate SG&A of $0.4 million, which was primarily attributable to a decrease in personnel costs and other third-party services.
|
|
Three Months Ended March 31,
|
|
Amount of Increase
|
|
Percent Increase
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
Property
|
|
|
|
|
|
|
|
||||||
U.S.
|
$
|
636,736
|
|
|
$
|
558,026
|
|
|
78,710
|
|
|
14
|
%
|
Asia
|
23,560
|
|
|
20,638
|
|
|
2,922
|
|
|
14
|
|
||
EMEA
|
57,829
|
|
|
38,427
|
|
|
19,402
|
|
|
50
|
|
||
Latin America
|
135,861
|
|
|
129,088
|
|
|
6,773
|
|
|
5
|
|
||
Total property
|
853,986
|
|
|
746,179
|
|
|
107,807
|
|
|
14
|
|
||
Services
|
9,476
|
|
|
8,330
|
|
|
1,146
|
|
|
14
|
%
|
•
|
The growth in operating profit for each of our U.S. and EMEA property segments was primarily attributable to an increase in our segment gross margin, partially offset by an increase in our segment SG&A.
|
•
|
The growth in operating profit in our Asia property, Latin America property and services segments was primarily attributable to an increase in our segment gross margin combined with a decrease in our segment SG&A.
|
|
Three Months Ended March 31,
|
|
Amount of Increase
|
|
Percent Increase
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
Depreciation, amortization and accretion
|
$
|
341,634
|
|
|
$
|
263,520
|
|
|
78,114
|
|
|
30
|
%
|
|
Three Months Ended March 31,
|
|
Amount of Increase
|
|
Percent Increase
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
Other operating expenses
|
$
|
8,800
|
|
|
$
|
7,774
|
|
|
1,026
|
|
|
13
|
%
|
|
Three Months Ended March 31,
|
|
Amount of Decrease
|
|
Percent Decrease
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
Other expense
|
$
|
141,422
|
|
|
$
|
200,602
|
|
|
(59,180
|
)
|
|
(30
|
)%
|
•
|
Foreign currency gains of $10.6 million in the current period, compared to foreign currency losses of $54.0 million in the year-ago period; and
|
•
|
An absence of any loss on retirement of long-term obligations, which was $3.7 million in the year-ago period and resulted from the redemption of all of our 4.625% senior notes due 2015.
|
|
|
Three Months Ended March 31,
|
|
Amount of Increase
|
|
Percent Increase
|
||||||||
|
|
2016
|
|
2015
|
|
|||||||||
Income tax provision
|
|
$
|
29,124
|
|
|
$
|
23,872
|
|
|
5,252
|
|
|
22
|
%
|
Effective tax rate
|
|
9.4
|
%
|
|
10.9
|
%
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Amount of Increase (Decrease)
|
|
Percent Increase (Decrease)
|
||||||||
|
|
2016
|
|
2015
|
|
|||||||||
Net income
|
|
$
|
281,307
|
|
|
$
|
195,492
|
|
|
85,815
|
|
|
44
|
%
|
Income tax provision
|
|
29,124
|
|
|
23,872
|
|
|
5,252
|
|
|
22
|
%
|
||
Other (income) expense
|
|
(12,208
|
)
|
|
54,503
|
|
|
(66,711
|
)
|
|
(122
|
)%
|
||
Loss on retirement of long-term obligations
|
|
—
|
|
|
3,725
|
|
|
(3,725
|
)
|
|
(100
|
)%
|
||
Interest expense
|
|
159,880
|
|
|
147,934
|
|
|
11,946
|
|
|
8
|
%
|
||
Interest income
|
|
(3,534
|
)
|
|
(2,964
|
)
|
|
570
|
|
|
19
|
%
|
||
Other operating expenses
|
|
8,800
|
|
|
7,774
|
|
|
1,026
|
|
|
13
|
%
|
||
Depreciation, amortization and accretion
|
|
341,634
|
|
|
263,520
|
|
|
78,114
|
|
|
30
|
%
|
||
Stock-based compensation expense
|
|
28,079
|
|
|
29,861
|
|
|
(1,782
|
)
|
|
(6
|
)%
|
||
Adjusted EBITDA
|
|
$
|
833,082
|
|
|
$
|
723,717
|
|
|
109,365
|
|
|
15
|
%
|
|
Three Months Ended March 31,
|
|
Amount of Increase (Decrease)
|
|
Percent Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
|||||||||
Net income
|
$
|
281,307
|
|
|
$
|
195,492
|
|
|
85,815
|
|
|
44
|
%
|
Real estate related depreciation, amortization and accretion
|
297,513
|
|
|
228,828
|
|
|
68,685
|
|
|
30
|
%
|
||
Losses from sale or disposal of real estate and real estate related impairment charges
|
4,602
|
|
|
3,681
|
|
|
921
|
|
|
25
|
%
|
||
Dividends on preferred stock
|
(26,781
|
)
|
|
(9,819
|
)
|
|
16,962
|
|
|
173
|
%
|
||
Adjustments for unconsolidated affiliates and noncontrolling interest
|
(11,016
|
)
|
|
(7,226
|
)
|
|
3,790
|
|
|
52
|
%
|
||
NAREIT FFO
|
$
|
545,625
|
|
|
$
|
410,956
|
|
|
134,669
|
|
|
33
|
%
|
Straight-line revenue
|
(32,008
|
)
|
|
(33,838
|
)
|
|
(1,830
|
)
|
|
(5
|
)%
|
||
Straight-line expense
|
15,837
|
|
|
8,764
|
|
|
7,073
|
|
|
81
|
%
|
||
Stock-based compensation expense
|
28,079
|
|
|
29,861
|
|
|
(1,782
|
)
|
|
(6
|
)%
|
||
Non-cash portion of tax provision
|
9,756
|
|
|
9,158
|
|
|
598
|
|
|
7
|
%
|
||
Non-real estate related depreciation, amortization and accretion
|
44,121
|
|
|
34,692
|
|
|
9,429
|
|
|
27
|
%
|
||
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges
|
7,429
|
|
|
3,603
|
|
|
3,826
|
|
|
106
|
%
|
||
Other (income) expense (1)
|
(12,208
|
)
|
|
54,503
|
|
|
(66,711
|
)
|
|
(122
|
)%
|
||
Loss on retirement of long-term obligations
|
—
|
|
|
3,725
|
|
|
(3,725
|
)
|
|
(100
|
)%
|
||
Other operating expenses (2)
|
4,198
|
|
|
4,093
|
|
|
105
|
|
|
3
|
%
|
||
Capital improvement capital expenditures
|
(16,724
|
)
|
|
(16,784
|
)
|
|
(60
|
)
|
|
—
|
%
|
||
Corporate capital expenditures
|
(2,667
|
)
|
|
(2,312
|
)
|
|
355
|
|
|
15
|
%
|
||
Adjustments for unconsolidated affiliates and noncontrolling interest
|
11,016
|
|
|
7,226
|
|
|
3,790
|
|
|
52
|
%
|
||
AFFO
|
$
|
602,454
|
|
|
$
|
513,647
|
|
|
88,807
|
|
|
17
|
%
|
(1)
|
Primarily includes realized and unrealized (gains) losses on foreign currency exchange rate fluctuations.
|
(2)
|
Primarily includes integration and acquisition-related costs.
|
|
March 31, 2016
|
||
Available under the 2013 Credit Facility
|
$
|
2,718,135
|
|
Available under the 2014 Credit Facility
|
170,000
|
|
|
Letters of credit
|
(10,624
|
)
|
|
Total available under credit facilities, net
|
2,877,511
|
|
|
Cash and cash equivalents
|
336,403
|
|
|
Total liquidity
|
$
|
3,213,914
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
563,512
|
|
|
$
|
509,930
|
|
Investing activities
|
(185,516
|
)
|
|
(5,249,419
|
)
|
||
Financing activities
|
(366,064
|
)
|
|
4,760,127
|
|
||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents
|
3,785
|
|
|
(10,730
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
15,717
|
|
|
$
|
9,908
|
|
Discretionary capital projects (1)
|
$
|
60.7
|
|
Ground lease purchases
|
34.0
|
|
|
Capital improvements and corporate expenditures (2)
|
19.4
|
|
|
Redevelopment
|
23.4
|
|
|
Start-up capital projects
|
21.6
|
|
|
Total capital expenditures
|
$
|
159.1
|
|
(1)
|
Includes the construction of
498
communications sites globally.
|
(2)
|
Includes $4.9 million of capital lease payments included in Repayments of notes payable, credit facilities and capital leases in the cash flow from financing activities in the condensed consolidated statements of cash flows.
|
Discretionary capital projects (1)
|
$
|
170
|
|
to
|
$
|
200
|
|
Ground lease purchases
|
130
|
|
to
|
150
|
|
||
Capital improvements and corporate expenditures
|
120
|
|
to
|
130
|
|
||
Redevelopment
|
190
|
|
to
|
210
|
|
||
Start-up capital projects
|
90
|
|
to
|
110
|
|
||
Total capital expenditures
|
$
|
700
|
|
to
|
$
|
800
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Proceeds from term loan, net
|
$
|
—
|
|
|
$
|
500.0
|
|
Proceeds from issuance (repayments) of senior notes, net
|
1,247.5
|
|
|
(600.0
|
)
|
||
Proceeds from the issuance of preferred stock, net
|
—
|
|
|
1,338.0
|
|
||
Proceeds from the issuance of common stock, net
|
—
|
|
|
2,440.4
|
|
||
(Repayments of) proceeds from credit facilities, net
|
(1,343.5
|
)
|
|
1,280.0
|
|
||
Distributions paid on common stock
|
(210.0
|
)
|
|
(152.0
|
)
|
Indebtedness
|
Balance Outstanding
|
|
Maturity Date
|
||||
|
American Tower subsidiary debt:
|
|
|
|
|||
|
|
Series 2013-1A securities (1)
|
$
|
500,000
|
|
|
March 15, 2018
|
|
|
Series 2013-2A securities (2)
|
1,300,000
|
|
|
March 15, 2023
|
|
|
|
Series 2015-1 notes (3)
|
350,000
|
|
|
June 15, 2020
|
|
|
|
Series 2015-2 notes (4)
|
525,000
|
|
|
June 16, 2025
|
|
|
|
2012 GTP notes (5)
|
270,720
|
|
|
Various
|
|
|
|
Unison notes (6)
|
196,000
|
|
|
Various
|
|
|
|
Shareholder loans (7)
|
145,081
|
|
|
Various
|
|
|
|
BR Towers debentures (8)
|
94,886
|
|
|
October 15, 2023
|
|
|
|
Colombian credit facility (9)
|
61,211
|
|
|
April 24, 2021
|
|
|
|
South African facility (10)
|
53,395
|
|
|
December 17, 2020
|
|
|
|
Brazil credit facility (11)
|
24,241
|
|
|
January 15, 2022
|
|
|
Total American Tower subsidiary debt
|
3,520,534
|
|
|
|
||
|
American Tower Corporation debt:
|
|
|
|
|||
|
|
2013 Credit Facility
|
31,865
|
|
|
June 28, 2019
|
|
|
|
Term Loan
|
2,000,000
|
|
|
January 29, 2021
|
|
|
|
2014 Credit Facility
|
1,830,000
|
|
|
January 29, 2021
|
|
|
|
4.500% senior notes
|
1,000,000
|
|
|
January 15, 2018
|
|
|
|
3.40% senior notes
|
1,000,000
|
|
|
February 15, 2019
|
|
|
|
7.25% senior notes
|
300,000
|
|
|
May 15, 2019
|
|
|
|
2.800% senior notes
|
750,000
|
|
|
June 1, 2020
|
|
|
|
5.050% senior notes
|
700,000
|
|
|
September 1, 2020
|
|
|
|
3.300% senior notes
|
750,000
|
|
|
February 15, 2021
|
|
|
|
3.450% senior notes
|
650,000
|
|
|
September 15, 2021
|
|
|
|
5.900% senior notes
|
500,000
|
|
|
November 1, 2021
|
|
|
|
4.70% senior notes
|
700,000
|
|
|
March 15, 2022
|
|
|
|
3.50% senior notes
|
1,000,000
|
|
|
January 31, 2023
|
|
|
|
5.00% senior notes
|
1,000,000
|
|
|
February 15, 2024
|
|
|
|
4.000% senior notes
|
750,000
|
|
|
June 1, 2025
|
|
|
|
4.400% senior notes
|
500,000
|
|
|
February 15, 2026
|
|
|
Total American Tower Corporation debt
|
13,461,865
|
|
|
|
||
|
Other debt, including capital lease obligations
|
115,984
|
|
|
|
||
|
Total obligations
|
17,098,383
|
|
|
|
||
|
Discounts, premiums and debt issuance costs
|
(76,288
|
)
|
|
|
||
|
Total carrying value of obligations
|
$
|
17,022,095
|
|
|
|
(6)
|
Secured debt assumed by us in connection with the acquisition of certain legal entities from Unison Holdings LLC and Unison Site Management II, L.L.C. Anticipated repayment dates begin April 15, 2017; final legal maturity date is April 15, 2040.
|
(7)
|
Reflects balances owed to our joint venture partners in Ghana and Uganda. The Ghana loan is denominated in GHS and the Uganda loan is denominated in U.S. Dollars.
|
(8)
|
Publicly issued debentures assumed by us in connection with our acquisition of BR Towers S.A. Denominated in BRL.
|
(10)
|
Denominated in ZAR and amortizes through December 17, 2020.
|
|
|
|
|
Compliance Tests For 12 Months Ended
March 31, 2016
($ in billions)
|
||
|
|
Ratio (1)
|
|
Additional Debt Capacity Under Covenants (2)
|
|
Capacity for Adjusted EBITDA Decrease Under Covenants (3)
|
Consolidated Total Leverage Ratio
|
|
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
|
|
~ $2.3
|
|
~ $0.4
|
Consolidated Senior Secured Leverage Ratio
|
|
Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00
|
|
~ $6.2 (4)
|
|
~ $2.1 (4)
|
(1)
|
Based on the net cash flow of the applicable issuer or borrower as of
March 31, 2016
and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
|
(2)
|
Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters.
|
(3)
|
An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
|
(4)
|
No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
|
(5)
|
An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
|
A
MERICAN
T
OWER
C
ORPORATION
|
|||
|
|
|
|
|
|
|
Date: April 29, 2016
|
By:
|
/S/
THOMAS A. BARTLETT
|
|
|
|
|
Thomas A. Bartlett
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
1 Year American Tower Chart |
1 Month American Tower Chart |
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