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SBA COMMUNICATIONS CORP - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Edgar Glimpses Via Acquire Media NewsEdge)
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
towers. Our principal operations are in the United States and its territories.
In addition, we own and operate towers in Canada, Central America and South
America. Our primary business line is our site leasing business, which
contributed approximately 97.4% of our total segment operating profit for the
year ended December 31, 2012. In our site leasing business, we lease antenna
space to wireless service providers on towers and other structures that we own,
manage or lease from others. The towers that we own have been constructed by us
at the request of a wireless service provider, built or constructed based on our
own initiative, or acquired. As of December 31, 2012, we owned 17,491 tower
sites, the majority 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
4,800 actual or potential communications sites, approximately 500 of which were
revenue producing as of December 31, 2012. 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 South America. Site leasing revenues
are received primarily from wireless service provider tenants, including AT&T,
Sprint, Verizon Wireless, T-Mobile, Digicel, Claro, and Telefonica. Wireless
service providers enter into numerous different tenant leases with us, each of
which relates to the lease or use of space at an individual tower site. 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 and South America 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 South
America typically 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.
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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 3-4% annually or provide for term escalators
of approximately 15%. Of the 17,491 tower sites we owned as of December 31,
2012, approximately 70% were located on parcels of land that we own, land
subject to perpetual easements, or parcels of land in which we have a leasehold
or other interest that extends beyond 20 years. For any given tower, costs are
relatively fixed over a monthly or an annual time period. As such, operating
costs for owned towers do not generally increase as a result of adding
additional customers to the tower. The amount of 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.
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 21 of our Consolidated Financial
Statements included in this annual report.
Revenues
For the year ended December 31,
2010 2011 2012
(in thousands)
Site leasing revenue $ 535,444 $ 616,294 $ 846,094
Total revenues $ 626,619 $ 698,170 $ 954,084
Site leasing revenue percentage of total revenues 85.4 % 88.3 % 88.7 %
Segment Operating Profit
For the year ended December 31,
2010 2011 2012
(in thousands)
Site leasing segment operating profit (1) $ 416,303 $ 484,378 $ 657,143
Total segment operating profit (1)
$ 427,177 $ 495,249 $ 674,577
Site leasing segment operating profit
percentage of total segment operating profit
(1) 97.5 % 97.8 % 97.4 %
(1) Site leasing segment operating profit and total segment operating profit are
non-GAAP financial measures. We reconcile these measures and other Regulation
G disclosures in this annual report in the section entitled Non-GAAP
Financial Measures.
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. 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.
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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
received 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.
For information regarding our operating segments, see Note 21 of our
Consolidated Financial Statements included in this annual report.
International Operations
As of December 31, 2012, we had operations in Canada, Costa Rica, El Salvador,
Guatemala, Nicaragua, Panama, and Brazil. Our operations in these countries are
solely in the site leasing business, and we expect to expand operations through
new builds and acquisitions. Tenant leases in the Canadian market typically have
similar terms and conditions as those in the United States, with an initial term
of five years, and specific rent escalators. Tenant leases in Central America
and Brazil typically have a ten year initial term. Tenant leases in Central
America typically have similar renewal terms and rent escalators as those in the
United States and Canada while those in Brazil are based on a standard cost of
living index.
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, our ground leases, our tenant leases and most of our
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.
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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, 2012, 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 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.
On October 31, 2011, we entered into a Master Amendment with one of our wireless
service provider customers. The Master Amendment serves as a separate amendment
to each individual existing tenant lease agreement that we are currently a party
to with that customer. Among other items, the Master Amendment (1) extends the
current term of the individual leases, (2) permits the customer limited early
termination rights which will be exercisable over a multi-year period,
commencing in the second half of 2013, on a specific number of the existing
leases, (3) allows the customer to make certain specific equipment changes at
the tower sites in exchange for an increase in monthly rental payment due from
the customer, and (4) slightly modifies the existing monthly lease rates of
certain leases. The customer's early termination rights are limited with respect
to the aggregate
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number of leases that may be terminated and the number that may be terminated in
any quarter. The specific leases to be terminated early and the timing of such
terminations has not been determined as of the date of this filing. As a result,
for accounting and financial statement purposes, we have made assumptions with
regard to the leases to be terminated and the timing of the terminations. We
have assumed that the customer will terminate the maximum number of leases
allowable in each quarter, selecting the highest rental rate leases at the
earliest allowable dates. We believe that these assumptions will ensure that
only the minimum known revenue for the pool of leases covered by the Master
Agreement will be accrued on a straight-line basis. Our balance sheet and
statement of operations reflect these assumptions. The actual leases that the
customer terminates and the timing and number of terminations may or may not be
those that we have identified in our assumptions. We will monitor actual results
and elections under the Master Amendment and record any differences from
previously made assumptions on a quarterly basis. To the extent that the actual
results materially differ from the assumptions made, we will disclose the impact
of these adjustments.
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 site
and related intangible. 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.
Property Tax Expense
We typically receive notifications and invoices in arrears for property taxes
associated with the tangible personal property and real property used in our
site leasing business. As a result, we recognize property tax expense, which is
reflected as a component of site leasing cost of revenue, based on our best
estimate of anticipated property tax payments related to the current period. We
consider several factors in establishing this estimate, including our historical
level of incurred property taxes, the location of the property, our awareness of
jurisdictional property value assessment methods and industry related property
tax information. If our estimates regarding anticipated property tax expenses
are incorrect, a future increase or decrease in site leasing cost of revenue may
be required.
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KEY PERFORMANCE INDICATORS
Non-GAAP Financial Measures
This report contains certain non-GAAP measures, including Segment Operating
Profit and Adjusted EBITDA information. We have provided below a description of
such non-GAAP measures, a reconciliation of such non-GAAP measures to their most
directly comparable GAAP measures and an explanation as to why management
utilizes these measures.
Segment Operating Profit:
We believe that Segment Operating Profit is an indicator of the operating
performance of our site leasing and site development segments and is used to
provide management with the ability to monitor the operating results and margin
of each segment, while excluding the impact of depreciation, accretion and
amortization, which is largely fixed and non-cash in nature. Segment Operating
Profit is not intended to be an alternative measure of revenue or segment gross
profit as determined in accordance with GAAP.
For the year ended For the year ended
December 31, Dollar Percentage December 31, Dollar PercentageSegment Operating Profit 2012 2011 Change Change 2011 2010 Change Change
(in thousands) (in thousands)
Site leasing $ 657,143 $ 484,378 $ 172,765 35.7 % $ 484,378 $ 416,303 $ 68,075 16.4 %
Site development 17,434 10,871 6,563 60.4 % 10,871 10,874 (3 ) 0.0 %
Total $ 674,577 $ 495,249 $ 179,328 36.2 % $ 495,249 $ 427,177 $ 68,072 15.9 %
The increase in site leasing segment operating profit of $172.8 million in 2012
is primarily due to additional profit generated by the towers that we acquired
or constructed in the latter half of 2011 and during the year ended December 31,
2012, organic site leasing growth from new leases, contractual rent escalators,
and lease amendments with current tenants which increased the related rent to
reflect additional equipment added to our towers, control of our site leasing
cost of revenue, and the positive impact of our ground lease purchase program.
The increase in site leasing segment operating profit of $68.1 million in 2011
is primarily related to additional profit generated by the revenues from the
towers that we acquired or constructed in the latter half of 2010 and subsequent
to December 31, 2010, organic site leasing growth from new leases, contractual
rent escalators, and lease amendments with current tenants which increased the
related rent to reflect additional equipment added to our towers in the year
ended December 31, 2011, control of our site leasing cost of revenue, and the
positive impact of our ground lease purchase program.
The increase in site development segment operating profit of $6.6 million in
2012 is 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 including Sprint's Network Vision initiative.
Each respective Segment Operating Profit is defined as segment revenues less
segment cost of revenues (excluding depreciation, accretion and amortization).
Total Segment Operating Profit is the total of the operating profits of the two
segments. The reconciliation of Segment Operating Profit is as follows:
Site leasing segment
For the year ended December 31,
2012 2011 2010
(in thousands)
Segment revenue $ 846,094 $ 616,294 $ 535,444
Segment cost of revenues (excluding
depreciation, accretion and amortization) (188,951 ) (131,916 ) (119,141 )
Segment operating profit $ 657,143 $ 484,378 $ 416,303
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Site development segment
For the year ended December 31,
2012 2011 2010
(in thousands)
Segment revenue $ 107,990 $ 81,876 $ 91,175
Segment cost of revenues (excluding
depreciation, accretion and amortization) (90,556 ) (71,005 ) (80,301 )
Segment operating profit $ 17,434 $ 10,871 $ 10,874
Adjusted EBITDA
We define Adjusted EBITDA as net loss excluding the impact of net interest
expenses, provision for taxes, depreciation, accretion and amortization, asset
impairment and other charges, non-cash compensation, net loss from
extinguishment of debt, other income and expenses, acquisition related expenses,
non-cash straight-line leasing revenue, non-cash straight-line ground lease
expense, 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, 8.25% Notes, 5.625% Notes, and 5.75% Notes.
Adjusted EBITDA is not intended to be an alternative measure of operating income
or gross profit margin as determined in accordance with GAAP.
The reconciliation of Adjusted EBITDA is as follows:
For the year ended December 31,
2012 2011 2010
(in thousands)
Net loss $ (181,390 ) $ (126,892 ) $ (194,421 )
Interest income (1,128 ) (136 ) (432 )
Total interest expense (1) 279,221 233,713 219,090Depreciation, accretion and amortization 408,467 309,146
278,727
Asset impairment 6,383 5,472 5,862
Provision for taxes (2) 7,689 4,091 2,904
Loss from extinguishment of debt, net 51,799 1,696 49,060
Acquisition related expenses 40,433 7,144 10,106
Non-cash compensation 13,968 11,469 10,501
Non-cash straight-line leasing revenue (52,009 ) (12,762 ) (5,289 )
Non-cash straight-line ground lease expense 22,463 11,811 11,300
Other (income) expense (5,654 ) 165 (29 )
Income from discontinued operations (2,296 ) - -
Adjusted EBITDA $ 587,946 $ 444,917 $ 387,379
(1) Total interest expense includes cash interest expense, non-cash interest
expense and amortization of deferred financing fees.
(2) Includes $1,095, $1,978 and $1,899 of franchise taxes reflected on the
Statement of Operations in selling, general and administrative expenses for
the year ended 2012, 2011 and 2010, respectively.
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Adjusted EBITDA was $587.9 million for the year ended December 31, 2012 as
compared to $444.9 million for the year ended December 31, 2011. The increase of
$143.0 million is primarily the result of increased segment operating profit
from our site leasing and site development segments offset partially by the
increase in our cash selling, general, and administrative expenses.
Adjusted EBITDA was $444.9 million for the year ended December 31, 2011 as
compared to $387.4 million for the year ended December 31, 2010. The increase of
$57.5 million is primarily the result of increased segment operating profit from
our site leasing segment.
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RESULTS OF OPERATIONS
Year Ended 2012 Compared to Year Ended 2011
For the year ended December 31, Dollar Percentage
2012 2011 Change Change
(in thousands, except for percentages)
Revenues:
Site leasing $ 846,094 $ 616,294 $ 229,800 37.3 %
Site development 107,990 81,876 26,114 31.9 %
Total revenues 954,084 698,170 255,914 36.7 %
Operating expenses:
Cost of revenues (exclusive of
depreciation, accretion and
amortization shown below):
Cost of site leasing 188,951 131,916 57,035 43.2 %
Cost of site development 90,556 71,005 19,551 27.5 %
Selling, general and
administrative 72,148 62,828 9,320 14.8 %
Asset impairment 6,383 5,472 911 16.6 %
Acquisition related expenses 40,433 7,144 33,289 466.0 %
Depreciation, accretion and
amortization 408,467 309,146 99,321 32.1 %
Total operating expenses 806,938 587,511 219,427 37.3 %
Operating income 147,146 110,659 36,487 33.0 %
Other income (expense):
Interest income 1,128 136 992 729.4 %
Interest expense (196,241 ) (160,896 ) (35,345 ) 22.0 %
Non-cash interest expense (70,110 ) (63,629 ) (6,481 ) 10.2 %
Amortization of deferred
financing fees (12,870 ) (9,188 ) (3,682 ) 40.1 %
Loss from extinguishment of debt,
net (51,799 ) (1,696 ) (50,103 ) 2954.2 %
Other (expense) income 5,654 (165 ) 5,819 (3526.7 %)
Total other expense (324,238 ) (235,438 ) (88,800 ) 37.7 %
Loss before provision for income
taxes (177,092 ) (124,779 ) (52,313 ) 41.9 %
Provision for income taxes (6,594 ) (2,113 ) (4,481 ) 212.1 %
Loss from continuing operations (183,686 ) (126,892 ) (56,794 ) 44.8 %
Income from discontinued
operations, net of income taxes 2,296 - 2,296 0.0 %
Net loss (181,390 ) (126,892 ) (54,498 ) 42.9 %
Net loss attributable to the
noncontrolling interest 353 436 (83 ) (19.0 %)
Net loss attributable to SBA
Communications Corporation $ (181,037 ) $ (126,456 ) $ (54,581 ) 43.2 %
Revenues:
Site leasing revenue increased $229.8 million for the year ended December 31,
2012 largely due to (i) revenues from towers acquired in the latter half of
fiscal year 2011 and during the year ended December 31, 2012 including $125.7
million of additional revenue from the Mobilitie and TowerCo acquisitions,
(ii) Towers constructed in the latter half of 2011 and during the year ended
December 31, 2012, (iii) organic site leasing growth from new leases,
contractual rent escalators with current tenants and lease amendments with
current tenants which increased the related rent to reflect additional equipment
added to our towers, and (iv) increased straight-line leasing revenue associated
with the Sprint Network Vision Agreement entered into in the fourth quarter of
2011 and the master lease amendment entered into with T-Mobile in September
2012.
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Site development revenue increased $26.1 million for the year ended December 31,
2012, as compared to the year ended December 31, 2011, as a result of a higher
volume of work performed during 2012 as compared to 2011 associated with the
deployment of next generation networks by wireless carriers including Sprint's
Network Vision initiative.
Operating Expenses:
Site leasing cost of revenues increased $57 million primarily as a result of the
growth in the number of tower sites owned by us, including $31.3 million (the
majority of which is reimbursable to us) from the Mobilitie towers acquired in
the second quarter and $17.9 million from the TowerCo towers acquired in the
fourth quarter.
Site development cost of revenues increased $19.6 million for the year ended
December 31, 2012, as compared to the prior year due to a higher volume of work
performed during 2012 as compared to 2011 associated with the deployment of next
generation networks by wireless carriers including Sprint's Network Vision
initiative.
Selling, general, and administrative expenses increased $9.3 million primarily
as a result of an increase in personnel, salaries and benefits, and non-cash
compensation expense due in part to the Company's continued portfolio expansion
as well as costs incurred in connection with our international expansion.
Acquisition related expenses increased $33.3 million for the year ended
December 31, 2012, as compared to the prior year, primarily as a result of an
increase in acquisition and integration related expenses related to tower
acquisitions. Acquisition related costs incurred during the year ended
December 31, 2012 associated with the Mobilitie and TowerCo acquisitions were
$30.6 million.
Depreciation, accretion and amortization expense increased $99.3 million to
$408.5 million for the year ended December 31, 2012 from $309.1 million for the
year ended December 31, 2011 due to an increase in the number of tower sites
built and acquired by us, including through the Mobilitie and TowerCo
acquisitions. Depreciation, accretion, and amortization expense recorded during
the year ended December 31, 2012 includes $73.1 million related to Mobilitie and
TowerCo.
Operating Income:
Operating income increased $36.5 million for year ended December 31, 2012 to
$147.1 million compared to $110.7 million for the year ended December 31, 2011
primarily due to higher segment operating profit in both the site leasing and
site development segments offset by increases in depreciation, accretion and
amortization expense, acquisition related expenses, and selling, general and
administrative expenses.
Other Income (Expense):
Interest expense for the year ended December 31, 2012 increased $35.3 million
from the year ended December 31, 2011 primarily due to the higher weighted
average principal amount of cash-interest bearing debt outstanding during the
year ended December 31, 2012 as compared to December 31, 2011 resulting from the
issuance of the 2011 Term Loan, 2012-1 Term Loan, 5.75% Notes, Mobilitie Bridge
Loan, 2012 Tower Securities, 5.625% Notes, and the 2012-2 Term Loan. These were
offset by the full redemption of $375.0 million of principal balance of the 8.0%
Notes and the redemption of $131.3 million in aggregate principal balance of the
8.25% Notes.
Non-cash interest expense for the year ended December 31, 2012 increased $6.5
million from the year ended December 31, 2011 primarily as a result of accretion
of debt discounts using the effective interest method on the
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1.875% Notes, the 4.0% Notes, and the Senior Notes. This was offset by the
repurchase of $15.0 million in principal amount of the 1.875% Notes in the first
quarter of 2011, the repurchase of $66.2 million in principal amount of the
1.875% Notes in the fourth quarter of 2012, and by the redemption of $375.0
million of the 8.0% Notes and $131.3 million of the 8.25% Notes in 2012.
Loss from extinguishment of debt was $51.8 million for the year ended
December 31, 2012, an increase of $50.1 million from the year ended December 31,
2011. The increase reflects the premium paid on the redemption of $375.0 million
of our 8.0% Notes and $131.3 million of our 8.25% Notes and the write off of
their related debt discount and deferred financing fees of $2.5 million and $7.7
million, respectively. Additionally, the loss includes the write off of $3.6
million of deferred financing fees related to the early extinguishment of the
Mobilitie Bridge Loan and $2.0 million from the repurchase of $66.2 million of
principal balance of the 1.875% Notes. Comparatively, the loss from
extinguishment of debt was $1.7 million for the year ended December 31, 2011
which was due to the repurchase of $15.0 million in principal amount of the
1.875% Notes.
Net Loss:
Net loss was $181.4 million for the year ended December 31, 2012 as compared to
$126.9 million for the year ended December 31, 2011. The net loss increased in
2012 primarily due to increases in the loss on extinguishment of debt,
acquisition related expenses, depreciation, accretion, and amortization expense
as well as interest expense, non-cash interest expense, and selling, general,
and administrative costs. This was offset by an increase in our site leasing
segment and site development segment operating profit.
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Year Ended 2011 Compared to Year Ended 2010
For the year ended December 31, Dollar Percentage
2011 2010 Change Change
(in thousands, except for percentages)
Revenues:
Site leasing $ 616,294 $ 535,444 $ 80,850 15.1 %
Site development 81,876 91,175 (9,299 ) (10.2 %)
Total revenues 698,170 626,619 71,551 11.4 %
Operating expenses:
Cost of revenues (exclusive of
depreciation, accretion and
amortization shown below):
Cost of site leasing 131,916 119,141 12,775 10.7 %
Cost of site development 71,005 80,301 (9,296 ) (11.6 %)
Selling, general and
administrative 62,828 58,209 4,619 7.9 %
Asset impairment 5,472 5,862 (390 ) (6.7 %)
Acquisition related expenses 7,144 10,106 (2,962 ) (29.3 %)
Depreciation, accretion and
amortization 309,146 278,727 30,419 10.9 %
Total operating expenses 587,511 552,346 35,165 6.4 %
Operating income 110,659 74,273 36,386 49.0 %
Other income (expense):
Interest income 136 432 (296 ) (68.5 %)
Interest expense (160,896 ) (149,921 ) (10,975 ) 7.3 %
Non-cash interest expense (63,629 ) (60,070 ) (3,559 ) 5.9 %
Amortization of deferred
financing fees (9,188 ) (9,099 ) (89 ) 1.0 %
Loss from extinguishment of debt,
net (1,696 ) (49,060 ) 47,364 (96.5 %)
Other income (165 ) 29 (194 ) (669.0 %)
Total other expense (235,438 ) (267,689 ) 32,251 (12.0 %)
Loss before provision for income
taxes (124,779 ) (193,416 ) 68,637 (35.5 %)
Provision for income taxes (2,113 ) (1,005 ) (1,108 ) 110.2 %
Net loss (126,892 ) (194,421 ) 67,529 (34.7 %)
Net (gain) loss attributable to
the noncontrolling interest 436 (253 ) 689 (272.3 %)
Net loss attributable to SBA
Communications Corporation $ (126,456 ) $ (194,674 ) $ 68,218 (35.0 %)
Revenues
Site leasing revenue increased $80.9 million for the year ended December 31,
2011 largely due to (i) organic site leasing growth from new leases, contractual
rent escalators with current tenants and lease amendments with current tenants
which increased the related rent to reflect additional equipment added to our
towers and (ii) revenues from the towers that we acquired or constructed in the
latter half of 2010 and subsequent to December 31, 2010.
Site development revenue decreased $9.3 million for the year ended December 31,
2011, as compared to the year ended December 31, 2010, as a result of a lower
volume of work performed compared to the prior year.
Operating Expenses
Site leasing cost of revenues increased $12.8 million primarily as a result of
the growth in the number of tower sites owned by us, which was 10,524 at
December 31, 2011 up from 9,111 at December 31, 2010 offset by the positive
impact of our ground lease purchase program.
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Site development cost of revenues decreased $9.3 million for the year ended
December 31, 2011, as compared to the prior year, as a result of a lower volume
of work performed during 2011 as compared to 2010.
Selling, general, and administrative expenses increased $4.6 million primarily
as a result of an increase in salaries, benefits and other employee related
expenses resulting primarily from a higher number of employees, increased
non-cash compensation expense as well as costs incurred in connection with our
international expansion.
Acquisition related expenses decreased $3.0 million for the year ended
December 31, 2011, as compared to the prior year, primarily as a result of the
timing of due diligence and other acquisition related costs for towers acquired
or under contract in 2011 compared to 2010.
We recognized an asset impairment charge of $5.5 million for the year ended
December 31, 2011 and $5.9 million for the year ended December 31, 2010. These
asset impairment charges resulted from a reevaluation of future cash flow
expectations, using a discounted cash flow analysis, for those towers that have
not achieved expected lease-up results, compared to the related net book value
of those towers.
Depreciation, accretion and amortization expense increased $30.4 million to
$309.1 million for the year ended December 31, 2011 from $278.7 million for the
year ended December 31, 2010 due to an increase in the number of towers and
associated intangible assets owned for the year ended December 31, 2011 compared
to those owned at December 31, 2010.
Operating Income
Operating income increased $36.4 million for year ended December 31, 2011 to
$110.7 million compared to $74.3 million for the year ended December 31, 2010
primarily due to higher segment operating profit in the site leasing segment
offset by increases in depreciation, accretion and amortization expense, and
selling, general and administrative expenses.
Other Income (Expense)
Interest income decreased $0.3 million for the year ended December 31, 2011
compared to the year ended December 31, 2010 primarily as a result of a lower
amount of investments held during 2011 compared to 2010.
Interest expense for the year ended December 31, 2011 increased $11.0 million
from the year ended December 31, 2010 primarily due to the higher weighted
average amount of cash-interest bearing debt outstanding driven by an issuance
of a new $500.0 million Term Loan in June 30, 2011. This increase was offset by
a lower weighted average interest rate on borrowings for the year ended
December 31, 2011 as compared to the year ended December 31, 2010.
Non-cash interest expense for the year ended December 31, 2011 increased $3.6
million from the year ended December 31, 2010 primarily as a result of accretion
of debt discounts using the effective interest method on the 1.875% Notes, the
4.0% Notes, and the Senior Notes, offset by a reduction of accretion due to
final payoff of the 0.375% Notes in December of 2010.
The loss from extinguishment of debt of $1.7 million for the year ended
December 31, 2011 is associated with the repurchase of $15.0 million of the
1.875% Notes in the first quarter of 2011. The net loss from extinguishment of
debt of $49.1 million for the year ended December 31, 2010 is associated with
the repayment of the outstanding balance of $938.6 million in principal of our
2006 CMBS Certificates.
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Net Loss
Net loss was $126.9 million for the year ended December 31, 2011 as compared to
$194.4 million for the year ended December 31, 2010. The net loss decreased in
2011 primarily due to an increase in site leasing segment operating profit and a
decrease in loss from the extinguishment of debt, offset by increases in
interest expense, non-cash interest expense, and depreciation, accretion and
amortization expense.
LIQUIDITY AND CAPITAL RESOURCES
SBA Communications Corporation is a holding company with no business operations
of its own. SBA Communications' only significant asset is the outstanding
capital stock of Telecommunications, which is also a holding company that owns
equity interests in entities that directly or indirectly own all of our domestic
and international towers and assets. We conduct all of our business operations
through Telecommunications' subsidiaries. Accordingly, our only source of cash
to pay our obligations, other than financings, is distributions with respect to
our ownership interest in our subsidiaries from the net earnings and cash flow
generated by these subsidiaries.
A summary of our cash flows is as follows:
For the years ended December 31,
2012 2011 2010
(in thousands)
Summary cash flow information:
Cash provided by operating activities $ 340,914 $ 249,058 $ 201,140
Cash used in investing activities (2,275,051 ) (507,888 ) (425,039 )
Cash provided by financing activities 2,116,412 242,047 126,821
Increase (decrease) in cash and cash
equivalents 182,275 (16,783 ) (97,078 )
Effect of exchange rate changes on
cash and cash equivalents 1,212 (155 ) 15
Cash provided by discontinued
operations from operating activities 2,296 - -
Cash and cash equivalents, beginning
of year 47,316 64,254 161,317
Cash and cash equivalents, end of
year $ 233,099 $ 47,316 $ 64,254
Sources of Liquidity
We fund our growth, including our tower portfolio growth, through cash flows
from operations, long-term indebtedness and equity issuances. With respect to
our debt financing, we have issued secured and unsecured debt instruments at
various levels of our organizational structure to minimize our financing costs
while maximizing our operational flexibility.
Cash provided by operating activities was $340.9 million for the year ended
December 31, 2012 as compared to $249.1 million for the year ended December 31,
2011. This increase was primarily due to an increase in segment operating profit
from the site leasing segment partially offset by increased cash interest
payments relating to the higher average amount of cash-interest bearing debt
outstanding for the year ended December 31, 2012, compared to the same period in
the prior year.
During the year ended December 31, 2012, we borrowed $584.0 million and repaid
$484.0 million under the Revolving Credit Facility. As of December 31, 2012, the
availability under the Revolving Credit Facility was $600.0 million, subject to
compliance with financial ratios.
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On March 7, 2012, we sold 6,005,000 shares of our Class A common stock at $47.30
per share resulting in proceeds of $283.9 million, net of related fees.
On April 2, 2012, we completed our acquisition of the equity interests in
certain entities affiliated with Mobilitie LLC. In connection with the
acquisition, we paid approximately $850 million in cash, which we funded from
(i) borrowings under our Revolving Credit Facility and (ii) $400 million from a
new bridge loan ("Mobilitie Bridge Loan"). Additionally, we issued 5,250,000
shares of our Class A common stock.
On May 9, 2012, we obtained a new $200.0 million senior secured term loan
("2012-1 Term Loan").
On July 13, 2012, we issued $800 million of our 5.75% unsecured senior notes due
July 15, 2020 at par with interest due semi-annually on July 15 and January 15
of each year beginning on January 15, 2013.
On August 9, 2012, we issued $610 million of the 2012-1 Tower Securities (as
defined below) which have an anticipated repayment date of December 2017 and a
final maturity date of December 2042. The fixed coupon interest rate of the
2012-1 Tower Securities is 2.933% per annum, payable monthly.
On September 6, 2012, we sold certain DAS networks located in New York, Chicago
and Las Vegas, to ExteNet Systems, Inc. for approximately $94.3 million in cash
and $25 million in the form of a promissory note. On October 23, 2012, an
additional DAS network in Auburn, Alabama was sold to ExteNet for cash
consideration of $5.7 million.
On September 28, 2012, we issued $500 million of our 5.625% unsecured senior
notes due October 1, 2019 at par with interest payable semi-annually on
October 1 and April 1 of each year, beginning on April 1, 2013.
On September 28, 2012, we obtained a new $300 million 2012-2 Term Loan (as
defined below).
On October 1, 2012, the Company, through its wholly-owned subsidiary, completed
the acquisition of TowerCo II Holdings LLC, which owned 3,256 tower sites in 47
states across the U.S. and Puerto Rico. As consideration for the acquisition,
the Company paid $1.2 billion in cash and issued 4,588,840 shares of its Class A
common stock.
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, 2012, we did not issue any
shares of Class A common stock under this registration statement. As of
December 31, 2012, 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, we issued 6,005,000 shares of our Class A
common stock under the automatic shelf registration statement and the prospectus
supplement related thereto.
Uses of Liquidity
We believe that our principal use of liquidity will be to fund tower portfolio
growth and, secondarily, to fund our stock repurchase program. In the future, in
order to manage our leverage and liquidity positions, we may repurchase, for
cash or equity, our outstanding indebtedness in privately-negotiated or open
market transactions in order to optimize our liquidity and leverage and take
advantage of market opportunities. If we undertake debt repurchases or
exchanges, these actions could materially impact the amount and composition of
indebtedness outstanding or dilute our existing shareholders.
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Our cash capital expenditures, including cash used for acquisitions, for the
year ended December 31, 2012 were $2,371.9 million. The $2,371.9 million
includes cash capital expenditures of $2,211.8 million that we incurred
primarily in connection with the acquisition of 6,630 completed towers, net of
related working capital adjustments and earnouts associated with previous
acquisitions. The $2,371.9 million also includes $76.0 million for construction
and related costs associated with the completion of 356 new towers during the
year ended December 31, 2012 and for the sites in process at December 31, 2012,
$8.6 million for tower maintenance capital expenditures, $24.4 million for
augmentations and tower upgrades (of which, $16.7 was recovered from our
tenants), $3.7 million for general corporate expenditures, and $46.9 million for
ground lease purchases (excluding $9.7 million spent to extend ground lease
terms).
On April 2, 2012, we completed our acquisition of the equity interests in
certain entities affiliated with Mobilitie LLC. In connection with the
acquisition, we paid approximately $850 million in cash, which we funded from
(i) borrowings under our Revolving Credit Facility and (ii) $400 million from a
new bridge loan ("Mobilitie Bridge Loan"). Additionally, we issued 5,250,000
shares of our Class A common stock.
On April 13, 2012, the proceeds from the equity offering of 6,005,000 shares of
our Class A common stock were used to redeem $131.3 million in aggregate
principal amount of our 8.0% Notes and $131.3 million in aggregate principal
amount of our 8.25% Notes and to pay the applicable premium for the redemption.
On May 9, 2012, we used the proceeds from the $200.0 million 2012-1 Term Loan to
pay off the outstanding balance on the Revolving Credit Facility.
On July 13, 2012, we used the net proceeds from the issuance of the 5.75% Notes
to repay the $400.0 million outstanding balance under the Mobilitie Bridge Loan
and to repay the $284.0 million outstanding balance under our Revolving Credit
Facility. The remaining proceeds were used for general corporate purposes.
On August 9, 2012, we used the net proceeds from the issuance of the 2012-1
Tower Securities to repay in full the remaining $243.8 million balance of the
8.0% Notes plus $19.0 million in applicable premium and fees associated with
early redemption. The remaining net proceeds were used to pay a portion of the
cash consideration in connection with our acquisition of TowerCo and for general
corporate purposes.
On October 1, 2012, we completed our previously announced acquisition of TowerCo
II Holdings LLC, which owns 3,256 tower sites in 47 states across the U.S. and
Puerto Rico. As consideration for the acquisition, we paid $1.2 billion in cash
and issued 4,588,840 shares of our Class A common stock.
In November 2012, we repurchased $66.2 million of aggregate principal balance of
the 1.875% Notes for $107.5 million in cash through multiple transactions.
On December 20, 2012, we acquired 800 freestanding wireless towers in Brazil
from Vivo S.A. for an aggregate purchase price of approximately $175.9 million
which was paid on January 4, 2013 from cash on hand and borrowings under our
Revolving Credit Facility.
During the year ended December 31, 2012, we did not repurchase any shares of our
Class A common stock under our stock repurchase program. As of December 31,
2012, we had a remaining authorization to repurchase $150.0 million of Class A
common stock under our current $300.0 million stock repurchase program.
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In order to manage our leverage and liquidity positions, take advantage of
market opportunities and ensure continued compliance with our financial
covenants, we may decide to pursue a variety of other financial transactions.
These transactions may include the issuance of additional indebtedness, the
repurchase of our outstanding indebtedness for cash or equity, selling certain
assets or lines of business, issuing common stock or securities convertible into
shares of common stock, or pursuing other financing alternatives, including
securitization transactions. If either our debt repurchases or exchanges or any
of the other financial transactions are implemented, these actions could
materially impact the amount and composition of indebtedness outstanding,
increase our interest expense and/or dilute our existing shareholders. We cannot
assure you that we will not implement any of these strategies or that, if
implemented, these strategies could be implemented on terms favorable to us and
our shareholders.
During 2013, we expect to incur non-discretionary cash capital expenditures
associated with tower maintenance and general corporate expenditures of $16.0
million to $21.0 million and discretionary cash capital expenditures, based on
current obligations, of $355.0 million to $385.0 million primarily associated
with the towers we intend to build in 2013, tower acquisitions closed or
currently under contract, tower augmentations and ground lease purchases. We may
spend additional capital in 2013 on acquiring revenue producing or expense
reducing assets not yet identified and under contract, or possibly stock
repurchases.
We estimate we will incur less than $1,000 per tower per year for
non-discretionary maintenance capital improvements related to our towers. We
expect to fund cash capital expenditures from cash on hand, cash flow from
operations and borrowings under the Revolving Credit Facility. The exact amount
of our future capital expenditures will depend on a number of factors including
amounts necessary to support our tower portfolio, our new tower build and tower
acquisition programs, and our ground lease purchase program.
Debt Instruments and Debt Service Requirements
Senior Credit Agreement
On February 11, 2010, SBA Senior Finance II, LLC ("SBA Senior Finance II"), an
indirect wholly-owned subsidiary of our Company, entered into a credit agreement
for a $500.0 million senior secured revolving credit facility (the "Revolving
Credit Facility," formerly referred to as the 2010 Credit Facility) with several
banks and other financial institutions or entities from time to time parties to
the credit agreement.
On June 30, 2011, SBA Senior Finance II entered into an Amended and Restated
Credit Agreement (as amended, supplemented or modified from time to time, the
"Senior Credit Agreement") with several banks and other financial institutions
or entities from time to time parties to the Senior Credit Agreement, to extend
the maturity of the Revolving Credit Facility, to obtain a new $500.0 million
senior secured term loan (the "2011 Term Loan"), and to amend certain terms of
the existing credit agreement. In addition, at the time of entering into the
Senior Credit Agreement, the remaining deferred financing fees balance related
to the existing Credit Agreement prior to the amendment was transferred to the
Revolving Credit Facility in accordance with accounting guidance for revolving
credit facilities.
On April 2, 2012 and again on May 9, 2012, SBA Senior Finance II exercised its
right to increase the aggregate principal amount of the Revolving Credit
Facility under the Senior Credit Agreement from $500.0 million to $600.0 million
and from $600.0 million to $700.0 million, respectively. We incurred deferred
financing fees of approximately $1.1 million in relation to these increases.
On May 9, 2012, SBA Senior Finance II entered into a First Amendment to the
Senior Credit Agreement (the "First Amendment") with several banks and other
financial institutions or entities from time to time parties to the Senior
Credit Agreement, to extend the maturity date of the Revolving Credit Facility
to May 9, 2017.
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Also on May 9, 2012, SBA Senior Finance II entered into a Second Amendment to
the Senior Credit Agreement (the "Second Amendment") with several banks and
other financial institutions or entities from time to time parties to the Senior
Credit Agreement, to obtain a new $200.0 million senior secured term loan (the
"2012-1 Term Loan"). We incurred financing fees of $2.7 million associated with
the closing of this transaction which are being amortized through the maturity
date.
On September 28, 2012, SBA Senior Finance II entered into a Third Amendment to
the Senior Credit Agreement (the "Third Amendment") and Fourth Amendment to the
Senior Credit Agreement (the "Fourth Amendment") with several banks and other
financial institutions or entities from time to time parties to the Senior
Credit Agreement, to amend certain definitions related to the calculation of
leverage at the SBA level to be consistent with the method for calculating
leverage at the SBA Senior Finance II level and to amend the Senior Credit
Agreement to permit SBA Senior Finance II, without the consent of the other
lenders, to request that one or more lenders provide SBA Senior Finance II with
additional term loans or to increase the commitments under the Revolving Credit
Facility. SBA Senior Finance II's ability to request such additional term loans
or increases in the Revolving Credit Facility is subject to its compliance with
the conditions set forth in the Senior Credit Agreement.
On September 28, 2012, SBA Senior Finance II also entered into a Fifth Amendment
to the Senior Credit Agreement (the "Fifth Amendment") with several banks and
other financial institutions or entities from time to time parties to the Senior
Credit Agreement, to obtain a new $300.0 million senior secured term loan (the
"2012-2 Term Loan" collectively with the 2011 Term Loan and the 2012-1 Term
Loan, the "Term Loans"). We incurred financing fees of $3.5 million associated
with the closing of this transaction which are being amortized through the
maturity date.
On January 28, 2013, SBA Senior Finance II exercised its right to increase the
aggregate principal amount of the Revolving Credit Facility from $700.0 million
to $730.0 million.
Revolving Credit Facility under the Senior Credit Agreement
The Revolving Credit Facility consists of a revolving loan under which up to
$700.0 million aggregate principal amount as of December 31, 2012 ($730.0
million as of January 28, 2013) 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 the Eurodollar Rate plus a margin that ranges from
187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that
ranges from 87.5 basis points to 137.5 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. 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, May 9, 2017.
The proceeds available under the Revolving Credit Facility may be used for
general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the
unused commitments under the Revolving Credit Facility is charged based on the
ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in
accordance with the Senior Credit Agreement). 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. As of December 31, 2012, the amount outstanding of $100 million was
accruing interest at 2.335% per annum.
During the year ended December 31, 2012, we borrowed $584.0 million and repaid
$484.0 million of the outstanding balance under the Revolving Credit Facility
using proceeds from the 2012-1 Term Loan and the 5.75% Notes (as defined below).
As of December 31, 2012, the availability under the Revolving Credit Facility
was $600.0 million, subject to compliance with specified financial ratios and
the satisfaction of other customary conditions to borrowing.
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Term Loans under the Senior Credit Agreement
2011 Term Loan
The 2011 Term Loan consists of a senior secured term loan in an initial
aggregate principal amount of $500.0 million and matures on June 30, 2018. The
2011 Term Loan accrues 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, 2012, the 2011 Term Loan was accruing interest
at 3.75% per annum. The proceeds from the 2011 Term Loan were used to pay down
$270.0 million of the existing balance on the Revolving Credit Facility during
the year ended 2011 and for general corporate purposes. Principal on the 2011
Term Loan is repaid in quarterly installments of $1.25 million on the last day
of each March, June, September and December, which commenced on September 30,
2011. The remaining principal balance of the 2011 Term Loan will be due and
payable on the maturity date. SBA Senior Finance II has the ability to prepay
any or all amounts under the 2011 Term Loan. The 2011 Term Loan was issued at
99.75% of par value. We incurred financing fees of $4.9 million associated with
the closing of this transaction.
During the year ended December 31, 2012, we made repayments totaling $5.0
million on the 2011 Term Loan. As of December 31, 2012, the 2011 Term Loan had a
principal balance of $492.5 million.
2012-1 Term Loan
The 2012-1 Term Loan consists of a senior secured term loan in an initial
aggregate principal amount of $200.0 million and 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, 2012, the 2012-1 Term Loan was accruing interest at 2.47% per
annum. Having commenced on September 30, 2012, principal of the 2012-1 Term Loan
is being repaid 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 paid, 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 approximately $2.7 million in relation to this transaction
which are being amortized through the maturity date. Proceeds from the 2012-1
Term Loan were used to pay amounts outstanding under the Revolving Credit
Facility during the second quarter of 2012.
During the year ended December 31, 2012, We made repayments totaling $5.0
million on the 2012-1 Term Loan. As of December 31, 2012, the 2012-1 Term Loan
had a principal balance of $195.0 million.
2012-2 Term Loan
The 2012-2 Term Loan consists of a senior secured term loan in an initial
aggregate principal amount of $300.0 million and matures on September 28, 2019.
The 2012-2 Term Loan accrues 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%). As
of December 31, 2012, the 2012-2 Term Loan was accruing interest at 3.75% per
annum. Principal of the 2012-2 Term Loan is to be repaid in equal quarterly
installments on the last day of each March, June, September and December,
commencing in March 2013, in an aggregate amount equal to $3.0 million per year.
SBA Senior Finance II has the ability to prepay any or all amounts under the
2012-2 Term Loan without premium or penalty, with the exception of a 1% premium
if
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prepayment occurs during the first year of the loan with proceeds from certain
refinancing or repricing transactions. To the extent not previously paid, the
2012-2 Term Loan will be due and payable on the maturity date. The 2012-2 Term
Loan was issued at 99.75% of par value. We incurred deferred financing fees of
approximately $3.5 million in relation to this transaction which are being
amortized through the maturity date. We used borrowings under the 2012-2 Term
Loan to pay a part of the cash consideration in the TowerCo II Holdings LLC
acquisition. The remaining proceeds under the 2012-2 Term Loan were used for
general corporate purposes.
As of December 31, 2012, the 2012-2 Term Loan had a principal balance of $300.0
million.
Terms of the Senior Credit Agreement
The Senior Credit Agreement, as amended, requires SBA Senior Finance II and SBA
Communications Corporation ("SBAC") 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 6.0 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 6.0
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. In
addition, SBAC's ratio of Consolidated Total Net Debt to Consolidated Adjusted
EBITDA (calculated in accordance with the Senior Credit Agreement) for any
fiscal quarter on an annualized basis cannot exceed 9.5 times. 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, 2012, SBA Senior Finance II and SBAC were 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 an 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 capital stock of SBA Telecommunications, LLC
(formerly known as SBA Telecommunications Inc.), SBA Senior Finance, LLC
(formerly known as SBA Senior Finance, Inc.) 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.
As of December 31, 2012, the Senior Credit Agreement 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 additional term loans in an aggregate
principal amount of up to $700.0 million of which up to $200.0 million may be a
Term Loan A, provided that up to $200.0 million of incremental capacity may
instead be used to increase the commitments under the Revolving Credit Facility.
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, with
respect to any additional term loan, compliance, on a pro forma basis, with the
financial covenants and ratios set forth therein and 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. On January 28, 2013, $30.0 million of
this incremental capacity was committed under the Revolving Credit Facility,
leaving $670 million of total available incremental capacity.
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Mobilitie Bridge Loan
Simultaneous with the closing of the Mobilitie acquisition, our 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, we repaid the $400 million principal outstanding under the
Mobilitie Bridge Loan from the proceeds of the 5.75% Senior Notes.
Secured Tower Revenue Securities
2010 Tower Securities
On April 16, 2010, a New York common law trust (the "Trust"), initially formed
by our indirect subsidiary, 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 have an annual interest rate of 4.254%
and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The
weighted average annual fixed coupon interest rate of the 2010 Tower Securities
is 4.7%, including borrowers' fees, payable monthly. The anticipated repayment
date and the final maturity date for the 2010-1 Tower Securities is April 15,
2015 and April 16, 2040, respectively. 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 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 approximately $17.9 million in relation to
this transaction which are being amortized through the anticipated repayment
date of each of the 2010 Tower Securities. Net proceeds from the 2010 Tower
Securities were used to repay in full the outstanding 2006 CMBS Certificates in
the amount of $938.6 million and pay the related prepayment consideration plus
accrued interest and fees. The remaining net proceeds were used for general
corporate purposes.
2012-1 Tower Securities
On August 9, 2012, we, through our Trust, issued $610 million of Secured Tower
Revenue Securities Series 2012-1 (the "2012-1 Tower Securities") which have an
anticipated repayment date of December 15, 2017 and a final maturity date of
December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities
is 2.933% per annum, payable monthly. A portion of the net proceeds from the
2012-1 Tower Securities were used to repay in full the remaining $243.8 million
balance of the 8.0% Senior Notes due 2016 plus $14.6 million in applicable
premium associated with early redemption. The remaining net proceeds were used
(1) to pay a portion of the cash consideration in connection with our
acquisition of TowerCo II Holdings LLC and (2) for general corporate purposes.
In connection with the issuance of the 2012-1 Tower Securities, the parties
entered into the Fifth Loan and Security Agreement Supplement and Amendment,
dated as of August 9, 2012 (the "Fifth Loan Supplement"), which amended and
supplemented the Amended and Restated Loan and Security Agreement, dated as of
November 18, 2005. The Fifth Loan Supplement was executed by and among SBA
Properties, LLC (formerly known as SBA Properties, Inc.), SBA Sites, LLC
(formerly known as SBA Sites, Inc.), and SBA Structures, LLC (formerly known as
SBA Structures, Inc.) (the "Initial Borrowers") and SBA Infrastructure, LLC, SBA
Monarch Towers III, LLC and SBA Towers USVI II, Inc. (the "Additional Borrowers"
and together with the Initial Borrowers, the "Borrowers") and other parties.
Pursuant to the Fifth Loan Supplement, the Additional Borrowers were added as
obligors under the mortgage loan and, with the Initial Borrowers, became jointly
and severally liable for the aggregate $1.84 billion borrowed under the mortgage
loan corresponding to the 2010 Tower Securities and 2012-1 Tower Securities.
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Tower Revenue Securities Terms
The mortgage loan underlying the 2010 Tower Securities and the 2012-1 Tower
Securities (together the "Tower Securities") will be paid from the operating
cash flows from the aggregate 5,152 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 towers 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., our indirect subsidiary, is entitled to receive a management
fee equal to 7.5% 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) or twelve months (in
the case of the component corresponding to the 2012-1 Tower Securities) 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 site 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) or twelve
months (in the case of the component corresponding to the 2012-1 Tower
Securities) 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 tower sites 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 our 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 2010-1 Tower Securities, 2010-2 Tower Securities or the 2012-1
Tower Securities are not fully repaid
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by their respective anticipated repayment dates, the cash flow from the tower
sites 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 tower
sites, 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, 2012, 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.
1.875% Convertible Senior Notes due 2013
As of December 31, 2012, we had $468.8 million outstanding of 1.875% Convertible
Senior Notes (the "1.875% Notes") which were recorded at their discounted
carrying value of $457.4 million. The maturity date of the 1.875% Notes is
May 1, 2013, and as such they are included in current maturities of long term
debt in current liabilities. Interest on the 1.875% Notes is payable
semi-annually each May 1 and November 1. The 1.875% Notes are convertible, at
the holder's option, into shares of our 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 $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. Effective February 4, 2013, we elected to settle all of
our conversion obligations pursuant to the Indenture governing the 1.875% Notes
in cash.
During the first quarter of 2011, we repurchased $15.0 million of the 1.875%
Notes resulting in a principal balance of $535.0 million. Additionally, during
the year ended December 31, 2012, we repurchased $66.2 million of the aggregate
principal balance of the 1.875% Notes for $107.5 million in cash.
Concurrently with the pricing of our 1.875% Notes, we entered into convertible
note hedge transactions and warrant transactions with affiliates of certain of
the initial purchasers of the convertible note offerings. The initial strike
price of the convertible note hedge transactions relating to our 1.875% Notes is
$41.46 per share of our Class A common stock (the same as the initial conversion
price of our 1.875% Notes) and the upper strike price of the warrants is $67.37
per share. Although we initially entered into convertible note hedge and warrant
transactions to cover the full amount of the shares that were issuable upon
conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers
OTC Derivatives Inc. ("Lehman Derivatives"), on November 7, 2008, we terminated
the convertible note hedge transaction with Lehman Derivatives which covered 55%
of the 13,265,780 shares of our Class A common stock potentially issuable upon
conversion of our 1.875% Notes. Consequently, we do not currently have a hedge
with respect to those shares and, to the extent that the market price of our
Class A common stock exceeds $41.46 per share upon conversion of the notes, we
will be subject to dilution, or if we settle in cash, additional costs, upon
conversion of that portion of the 1.875% Notes.
During the year ended 2012, we received partial settlements of $4.9 million
relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and
its affiliated debtors related to the Lehman Derivatives. The amounts received
were recorded as a gain in other income in the statement of operations and
reflected as an inflow of cash from financing activities in the statement of
cash flow.
4.0% Convertible Senior Notes due 2014
As of December 31, 2012, we had outstanding $500.0 million of our 4.0%
Convertible Senior Notes (the "4.0% Notes") which were recorded at their
discounted carrying value of $430.8 million. The maturity date of the 4.0% Notes
is October 1, 2014. Interest on the 4.0% Notes is payable semi-annually on
April 1 and October 1.
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The 4.0% Notes are 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 our 4.0% Notes, we entered into convertible
note hedge transactions and warrant transactions with affiliates of certain of
the initial purchasers of the convertible note offerings. The initial strike
price of the convertible note hedge transactions relating to our 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.
Convertible Senior Notes Conversion Options
The 1.875% Notes and 4.0% Notes (collectively "the Notes") are convertible only
under the following circumstances:
• during any calendar quarter, if the last reported sale price of our Class A common stock for at least 20 trading days in the 30 consecutive
trading day period ending on the last trading day of the preceding
calendar quarter is more than 130% of the applicable conversion price per
share of Class A common stock on the last day of such preceding calendar
quarter,
• during the five business day period after any ten consecutive trading day
period in which the trading price per $1,000 principal amount of the Notes
for each day in the measurement period was less than 95% of the product of
the last reported sale price of Class A common stock and the applicable
conversion rate,
• if specified distributions to holders of Class A common stock are made or
specified corporate transactions occur, and
• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.
Upon conversion, we have the right to settle our conversion obligation in cash,
shares of Class A common stock or a combination of cash and shares of our
Class A common stock. From time to time, upon notice to the holders of the
Notes, we may change our election regarding the form of consideration that we
will use to settle our conversion obligation; provided, however, that we are not
permitted to change its settlement election after February 18, 2013 for the
1.875% Notes and July 21, 2014 for the 4.0% Notes. As of February 4, 2013, we
had elected to settle 100% of our conversion obligation pursuant to the
Indenture governing the 1.875% Notes in cash.
At the end of the first quarter of 2012 the 4.0% Notes became convertible by the
note holders because our Class A common stock closing price per share exceeded
$39.49 for at least 20 trading days during the 30 consecutive trading day period
ending on March 31, 2012. During each of the second, third, and fourth quarters,
the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will
continue to be convertible through March 31, 2013, and will still be convertible
thereafter, if one or more of the conversion conditions specified in the
Indenture, dated as of April 24, 2009, are satisfied during future measurement
periods. During 2012, we received 5 conversion notices totaling 17 notes valued
at $1,000 per note. A portion of these notes were settled in shares of our
Class A common stock and cash for fractional shares during the fourth quarter of
2012. The remaining portion is expected to settle during the first quarter of
2013.
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At the end of the third quarter of 2012, the conversion right for the 1.875%
Notes was triggered because our Class A common stock closing price per share
exceeded $53.90 for at least 20 trading days during the 30 consecutive trading
day period ending on September 30, 2012. The 1.875% Notes remained convertible
by the noteholders as of December 31, 2012. During 2012, we received 8
conversion notices totaling 5,314 notes valued at $1,000 per note. A portion of
these notes were settled in shares of our Class A common stock and cash for
fractional shares during the fourth quarter of 2012. The remaining portion is
expected to settle during the first quarter of 2013. Furthermore, during the
first quarter of 2013, we received 4 conversion notices totaling 12,810 notes
valued at $1,000 per note. These notes will be settled in shares of our Class A
common stock and cash for fractional shares during the first and second quarter
of 2013.
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 have an
interest rate of 8.25% per annum and were issued at a price of 99.152% of their
face value. Interest on each of the Senior Notes is due semi-annually on
February 15 and August 15 of each year beginning on February 15, 2010. During
the year ended December 31, 2012, we redeemed the full $375.0 million in
aggregate principal amount of our 8.0% Notes and $131.3 million in aggregate
principal amount of our 8.25% Notes and paid the applicable premium for the
redemption. The 8.25% Notes are fully and unconditionally guaranteed by SBAC.
5.75% Senior Notes
On July 13, 2012, we 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 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 our Revolving Credit
Facility. The remaining proceeds were used for general corporate purposes.
In connection with the issuance of the 5.75% 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 respective
reasonable best efforts to file and have declared effective a registration
statement with respect to an offer to exchange the 5.75% Notes for new notes
guaranteed by us registered under the Securities Act of 1933, as amended (the
"Securities Act"), on or prior to July 8, 2013. If we fail to satisfy certain
filings and other obligations with respect to the exchange, 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.
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 Notes accrue interest at a rate of
5.625% 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 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.
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In connection with the issuance of the 5.625% 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 5.625% Notes for new notes registered under
the Securities Act of 1933, as amended (the "Securities Act"), on or prior to
September 23, 2013. If we fail to satisfy certain filings and other obligations
with respect to the exchange, 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.
Debt Service
As of December 31, 2012, 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,
2012 and the interest rates accruing on those amounts on such date (in
thousands):
1.875% Convertible Senior Notes due 2013 $ 471,733
4.0% Convertible Senior Notes due 2014 19,999
8.25% Senior Notes due 2019 20,109
5.625% Senior Notes due 2019 28,125
5.75% Senior Notes due 2020 46,000
4.254% and 5.101 % Tower Securities 2010-1 & 2 57,373
2.933% Tower Securities 2012-1 18,085
Revolving Credit Facility 5,335
2011 Term Loan 23,398
2012-1 Term Loan 14,724
2012-2 Term Loan 14,208
Total debt service for next 12 months: $ 719,089
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.
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Commitments and Contractual Obligations
The following table summarizes our scheduled contractual commitments as of
December 31, 2012:
Contractual Obligations 2013 2014 2015 2016 2017 Thereafter Total
(in thousands)
Debt $ 486,836 $ 520,487 $ 705,500 $ 28,000 $ 1,403,000 $ 2,296,250 $ 5,440,073
Interest payments (1) 232,254 223,802 187,505 178,234 150,963 226,123 1,198,881
Operating leases 141,711 143,636 144,337 143,442 144,149 5,385,802 6,103,077
Capital leases 1,640 1,437 1,039 353 24 - 4,493
Employment agreements 1,670 1,670 1,045 - - - 4,385
$ 864,111 $ 891,032 $ 1,039,426 $ 350,029 $ 1,698,136 $ 7,908,175 $ 12,750,909
(1) Represents interest payments based on the 2010-1 Tower Securities interest
rate of 4.254%, the 2010-2 Tower Securities interest rate of 5.1010%, the
2012-1 Tower Securities interest rate of 2.933%, the Revolving Credit
Facility interest rate of 2.335% as of December 31, 2012, the 2011 Term Loan
at an interest rate of 3.750% as of December 31, 2012, 2012-1 Term Loan at an
interest rate of 2.470% as of December 31, 2012, 2012-2 Term Loan at an
interest rate of 3.750% as of December 31, 2012, the Convertible Senior Notes
interest rate of 1.875% and 4.0%, and the Senior Notes interest rate of
8.25%, 5.625%, and 5.750%.
Off-Balance Sheet Arrangements
We are not involved in any off-balance sheet arrangements.
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