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x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2019.
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
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|
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Delaware
|
|
65-0723837
|
(State or other jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each Class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
Common Stock, $0.01 par value
|
AMT
|
New York Stock Exchange
|
1.375% Senior Notes due 2025
|
AMT 25A
|
New York Stock Exchange
|
1.950% Senior Notes due 2026
|
AMT 26B
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
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|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
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Emerging growth company
|
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¨
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Page Nos.
|
|
|
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
Item 1.
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
Item 2.
|
|
||
Item 3.
|
|
||
Item 4.
|
|
||
PART II. OTHER INFORMATION
|
|
|
|
Item 1.
|
|
||
Item 1A.
|
|
||
Item 6.
|
|
||
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
UNAUDITED CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,004.8
|
|
|
$
|
1,208.7
|
|
Restricted cash
|
|
94.9
|
|
|
96.2
|
|
||
Short-term investments
|
|
18.4
|
|
|
—
|
|
||
Accounts receivable, net
|
|
473.0
|
|
|
459.0
|
|
||
Prepaid and other current assets
|
|
471.2
|
|
|
621.2
|
|
||
Total current assets
|
|
2,062.3
|
|
|
2,385.1
|
|
||
PROPERTY AND EQUIPMENT, net
|
|
11,202.6
|
|
|
11,247.1
|
|
||
GOODWILL
|
|
5,538.2
|
|
|
5,501.9
|
|
||
OTHER INTANGIBLE ASSETS, net
|
|
11,042.8
|
|
|
11,174.3
|
|
||
DEFERRED TAX ASSET
|
|
132.3
|
|
|
157.7
|
|
||
DEFERRED RENT ASSET
|
|
1,588.6
|
|
|
1,581.7
|
|
||
RIGHT-OF-USE ASSET
|
|
7,080.9
|
|
|
—
|
|
||
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS
|
|
279.1
|
|
|
962.6
|
|
||
TOTAL
|
|
$
|
38,926.8
|
|
|
$
|
33,010.4
|
|
LIABILITIES
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
130.0
|
|
|
$
|
130.8
|
|
Accrued expenses
|
|
863.7
|
|
|
948.3
|
|
||
Distributions payable
|
|
403.1
|
|
|
377.4
|
|
||
Accrued interest
|
|
126.5
|
|
|
174.5
|
|
||
Current portion of operating lease liability
|
|
498.4
|
|
|
—
|
|
||
Current portion of long-term obligations
|
|
2,097.2
|
|
|
2,754.8
|
|
||
Unearned revenue
|
|
293.0
|
|
|
304.1
|
|
||
Total current liabilities
|
|
4,411.9
|
|
|
4,689.9
|
|
||
LONG-TERM OBLIGATIONS
|
|
19,107.1
|
|
|
18,405.1
|
|
||
OPERATING LEASE LIABILITY
|
|
6,316.1
|
|
|
—
|
|
||
ASSET RETIREMENT OBLIGATIONS
|
|
1,227.2
|
|
|
1,210.0
|
|
||
DEFERRED TAX LIABILITY
|
|
510.8
|
|
|
535.9
|
|
||
OTHER NON-CURRENT LIABILITIES
|
|
864.4
|
|
|
1,265.1
|
|
||
Total liabilities
|
|
32,437.5
|
|
|
26,106.0
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
|
589.0
|
|
|
1,004.8
|
|
||
EQUITY (shares in thousands):
|
|
|
|
|
||||
Common stock: $.01 par value; 1,000,000 shares authorized; 452,525 and 451,617 shares issued; and 441,968 and 441,060 shares outstanding, respectively
|
|
4.5
|
|
|
4.5
|
|
||
Additional paid-in capital
|
|
10,447.9
|
|
|
10,380.8
|
|
||
Distributions in excess of earnings
|
|
(1,226.4
|
)
|
|
(1,199.5
|
)
|
||
Accumulated other comprehensive loss
|
|
(2,672.2
|
)
|
|
(2,642.9
|
)
|
||
Treasury stock (10,557 shares at cost)
|
|
(1,206.8
|
)
|
|
(1,206.8
|
)
|
||
Total American Tower Corporation equity
|
|
5,347.0
|
|
|
5,336.1
|
|
||
Noncontrolling interests
|
|
553.3
|
|
|
563.5
|
|
||
Total equity
|
|
5,900.3
|
|
|
5,899.6
|
|
||
TOTAL
|
|
$
|
38,926.8
|
|
|
$
|
33,010.4
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
REVENUES:
|
|
|
|
|
||||
Property
|
|
$
|
1,786.0
|
|
|
$
|
1,710.4
|
|
Services
|
|
27.4
|
|
|
31.4
|
|
||
Total operating revenues
|
|
1,813.4
|
|
|
1,741.8
|
|
||
OPERATING EXPENSES:
|
|
|
|
|
||||
Costs of operations (exclusive of items shown separately below):
|
|
|
|
|
||||
Property
|
|
533.0
|
|
|
507.4
|
|
||
Services
|
|
10.4
|
|
|
12.5
|
|
||
Depreciation, amortization and accretion
|
|
436.9
|
|
|
446.3
|
|
||
Selling, general, administrative and development expense
|
|
198.1
|
|
|
204.9
|
|
||
Other operating expenses
|
|
20.1
|
|
|
167.8
|
|
||
Total operating expenses
|
|
1,198.5
|
|
|
1,338.9
|
|
||
OPERATING INCOME
|
|
614.9
|
|
|
402.9
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
|
||||
Interest income, TV Azteca (net of interest expense of $0.0 and $0.3, respectively)
|
|
—
|
|
|
2.7
|
|
||
Interest income
|
|
12.4
|
|
|
15.4
|
|
||
Interest expense
|
|
(207.5
|
)
|
|
(199.6
|
)
|
||
Loss on retirement of long-term obligations
|
|
(0.1
|
)
|
|
—
|
|
||
Other income (including foreign currency gains of $20.1 and $23.3, respectively)
|
|
21.9
|
|
|
27.8
|
|
||
Total other expense
|
|
(173.3
|
)
|
|
(153.7
|
)
|
||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
441.6
|
|
|
249.2
|
|
||
Income tax (provision) benefit
|
|
(34.0
|
)
|
|
31.1
|
|
||
NET INCOME
|
|
407.6
|
|
|
280.3
|
|
||
Net (income) loss attributable to noncontrolling interests
|
|
(10.2
|
)
|
|
4.9
|
|
||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS
|
|
397.4
|
|
|
285.2
|
|
||
Dividends on preferred stock
|
|
—
|
|
|
(9.4
|
)
|
||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS
|
|
$
|
397.4
|
|
|
$
|
275.8
|
|
NET INCOME PER COMMON SHARE AMOUNTS:
|
|
|
|
|
||||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
0.90
|
|
|
$
|
0.63
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
0.89
|
|
|
$
|
0.63
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
|
|
|
|
|
||||
BASIC
|
|
441,351
|
|
|
435,124
|
|
||
DILUTED
|
|
444,621
|
|
|
438,520
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
407.6
|
|
|
$
|
280.3
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Changes in fair value of cash flow hedges, each net of tax expense of $0
|
|
(0.1
|
)
|
|
0.0
|
|
||
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0
|
|
0.1
|
|
|
0.1
|
|
||
Adjustment to redeemable noncontrolling interest
|
|
—
|
|
|
78.8
|
|
||
Foreign currency translation adjustments, net of tax expense of $1.0 and $1.6, respectively
|
|
12.9
|
|
|
57.6
|
|
||
Other comprehensive income
|
|
12.9
|
|
|
136.5
|
|
||
Comprehensive income
|
|
420.5
|
|
|
416.8
|
|
||
Allocation of accumulated other comprehensive income resulting from purchase of redeemable noncontrolling interest
|
|
(52.4
|
)
|
|
—
|
|
||
Comprehensive loss attributable to noncontrolling interest
|
|
0.0
|
|
|
12.1
|
|
||
Comprehensive income attributable to American Tower Corporation stockholders
|
|
$
|
368.1
|
|
|
$
|
428.9
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
407.6
|
|
|
$
|
280.3
|
|
Adjustments to reconcile net income to cash provided by operating activities
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
436.9
|
|
|
446.3
|
|
||
Amortization of operating leases
|
|
152.6
|
|
|
—
|
|
||
Stock-based compensation expense
|
|
42.5
|
|
|
42.7
|
|
||
Loss on early retirement of long-term obligations
|
|
0.1
|
|
|
—
|
|
||
Other non-cash items reflected in statements of operations
|
|
28.9
|
|
|
96.8
|
|
||
Increase in net deferred rent balances
|
|
(5.3
|
)
|
|
(3.9
|
)
|
||
Reduction in operating lease liability
|
|
(132.4
|
)
|
|
—
|
|
||
Increase in assets
|
|
(33.0
|
)
|
|
(95.4
|
)
|
||
(Decrease) increase in liabilities
|
|
(112.8
|
)
|
|
25.0
|
|
||
Cash provided by operating activities
|
|
785.1
|
|
|
791.8
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Payments for purchase of property and equipment and construction activities
|
|
(220.8
|
)
|
|
(198.5
|
)
|
||
Payments for acquisitions, net of cash acquired
|
|
(91.1
|
)
|
|
(673.4
|
)
|
||
Proceeds from sale of short-term investments and other non-current assets
|
|
254.9
|
|
|
84.0
|
|
||
Payments for short-term investments
|
|
(261.5
|
)
|
|
(478.1
|
)
|
||
Deposits and other
|
|
(4.8
|
)
|
|
(14.6
|
)
|
||
Cash used for investing activities
|
|
(323.3
|
)
|
|
(1,280.6
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Borrowings under credit facilities
|
|
1,700.0
|
|
|
1,748.3
|
|
||
Proceeds from issuance of senior notes, net
|
|
1,241.6
|
|
|
—
|
|
||
Proceeds from term loan
|
|
1,300.0
|
|
|
1,500.0
|
|
||
Proceeds from issuance of securities in securitization transaction
|
|
—
|
|
|
500.0
|
|
||
Repayments of notes payable, credit facilities, senior notes, secured debt, term loan, finance leases and capital leases
|
|
(4,025.9
|
)
|
|
(2,584.9
|
)
|
||
Distributions to noncontrolling interest holders, net
|
|
(13.8
|
)
|
|
(0.3
|
)
|
||
Proceeds from stock options
|
|
27.2
|
|
|
20.0
|
|
||
Distributions paid on common stock
|
|
(377.1
|
)
|
|
(304.3
|
)
|
||
Distributions paid on preferred stock
|
|
—
|
|
|
(18.9
|
)
|
||
Deferred financing costs and other financing activities
|
|
(76.7
|
)
|
|
(42.6
|
)
|
||
Purchase of redeemable noncontrolling interest
|
|
(425.7
|
)
|
|
—
|
|
||
Cash (used for) provided by financing activities
|
|
(650.4
|
)
|
|
817.3
|
|
||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash
|
|
(16.6
|
)
|
|
(4.5
|
)
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH
|
|
(205.2
|
)
|
|
324.0
|
|
||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD
|
|
1,304.9
|
|
|
954.9
|
|
||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD
|
|
$
|
1,099.7
|
|
|
$
|
1,278.9
|
|
CASH PAID FOR INCOME TAXES (NET OF REFUNDS OF $0.3 AND $4.7, RESPECTIVELY)
|
|
$
|
36.9
|
|
|
$
|
24.7
|
|
CASH PAID FOR INTEREST
|
|
$
|
249.0
|
|
|
$
|
228.6
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
||||
Decrease in accounts payable and accrued expenses for purchases of property and equipment and construction activities
|
|
$
|
(17.7
|
)
|
|
$
|
(29.3
|
)
|
Purchases of property and equipment under finance leases, perpetual easements and capital leases
|
|
$
|
16.0
|
|
|
$
|
9.7
|
|
|
|
Preferred Stock - Series B
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||||||||||||
|
|
Issued Shares
|
|
Amount
|
|
Issued
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2018
|
|
1,375
|
|
|
$
|
0.0
|
|
|
437,729
|
|
|
$
|
4.4
|
|
|
(8,909
|
)
|
|
$
|
(974.0
|
)
|
|
$
|
10,247.5
|
|
|
$
|
(1,978.3
|
)
|
|
$
|
(1,058.1
|
)
|
|
$
|
586.6
|
|
|
$
|
6,828.1
|
|
Stock-based compensation related activity
|
|
—
|
|
|
—
|
|
|
756
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.3
|
|
||||||||
Conversion of preferred stock
|
|
(1,375
|
)
|
|
(0.0
|
)
|
|
12,020
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Changes in fair value of cash flow hedges, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
||||||||
Reclassification of unrealized losses on cash flow hedges to net income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64.8
|
|
|
—
|
|
|
15.1
|
|
|
79.9
|
|
||||||||
Adjustment to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
78.8
|
|
|
—
|
|
|
—
|
|
|
28.1
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||||
Impact of revenue recognition standard adoption
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
|
—
|
|
|
38.4
|
|
||||||||
Common stock distributions declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(332.3
|
)
|
|
—
|
|
|
(332.3
|
)
|
||||||||
Preferred stock dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.9
|
)
|
|
—
|
|
|
(18.9
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285.2
|
|
|
5.7
|
|
|
290.9
|
|
||||||||
BALANCE, MARCH 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
450,505
|
|
|
$
|
4.5
|
|
|
(8,909
|
)
|
|
$
|
(974.0
|
)
|
|
$
|
10,224.0
|
|
|
$
|
(1,834.6
|
)
|
|
$
|
(1,085.7
|
)
|
|
$
|
607.1
|
|
|
$
|
6,941.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
BALANCE, JANUARY 1, 2019
|
|
—
|
|
|
$
|
—
|
|
|
451,617
|
|
|
$
|
4.5
|
|
|
(10,557
|
)
|
|
$
|
(1,206.8
|
)
|
|
$
|
10,380.8
|
|
|
$
|
(2,642.9
|
)
|
|
$
|
(1,199.5
|
)
|
|
$
|
563.5
|
|
|
$
|
5,899.6
|
|
Stock-based compensation related activity
|
|
—
|
|
|
—
|
|
|
908
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
||||||||
Changes in fair value of cash flow hedges, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Reclassification of unrealized losses on cash flow hedges to net income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
|
(20.1
|
)
|
|
3.0
|
|
||||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||||
Purchase of redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52.4
|
|
|
(52.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Impact of lease accounting standard adoption
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.7
|
)
|
|
—
|
|
|
(24.7
|
)
|
||||||||
Common stock distributions declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(399.6
|
)
|
|
—
|
|
|
(399.6
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397.4
|
|
|
10.2
|
|
|
407.6
|
|
||||||||
BALANCE, MARCH 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
452,525
|
|
|
$
|
4.5
|
|
|
(10,557
|
)
|
|
$
|
(1,206.8
|
)
|
|
$
|
10,447.9
|
|
|
$
|
(2,672.2
|
)
|
|
$
|
(1,226.4
|
)
|
|
$
|
553.3
|
|
|
$
|
5,900.3
|
|
1.
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
1,004.8
|
|
|
$
|
1,125.4
|
|
Restricted cash
|
94.9
|
|
|
153.5
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
1,099.7
|
|
|
$
|
1,278.9
|
|
Three Months Ended March 31, 2019
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin
America
|
|
Total
|
||||||||||
Non-lease property revenue
|
|
$
|
58.8
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
$
|
35.0
|
|
|
$
|
97.8
|
|
Services revenue
|
|
27.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.4
|
|
|||||
Total non-lease revenue
|
|
$
|
86.2
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
$
|
35.0
|
|
|
$
|
125.2
|
|
Property lease revenue
|
|
927.5
|
|
|
286.5
|
|
|
175.9
|
|
|
298.3
|
|
|
1,688.2
|
|
|||||
Total revenue
|
|
$
|
1,013.7
|
|
|
$
|
288.9
|
|
|
$
|
177.5
|
|
|
$
|
333.3
|
|
|
$
|
1,813.4
|
|
Three Months Ended March 31, 2018 (1)
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin
America
|
|
Total
|
||||||||||
Non-lease property revenue
|
|
$
|
63.1
|
|
|
$
|
1.9
|
|
|
$
|
0.6
|
|
|
$
|
23.7
|
|
|
$
|
89.3
|
|
Services revenue
|
|
31.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
|||||
Total non-lease revenue
|
|
$
|
94.5
|
|
|
$
|
1.9
|
|
|
$
|
0.6
|
|
|
$
|
23.7
|
|
|
$
|
120.7
|
|
Property lease revenue
|
|
868.3
|
|
|
271.1
|
|
|
173.6
|
|
|
308.1
|
|
|
1,621.1
|
|
|||||
Total revenue
|
|
$
|
962.8
|
|
|
$
|
273.0
|
|
|
$
|
174.2
|
|
|
$
|
331.8
|
|
|
$
|
1,741.8
|
|
(1)
|
Prior-period amounts adjusted with the adoption of the new lease accounting guidance, as applicable.
|
|
|
March 31, 2019
|
|
December 31, 2018 (1)
|
||||
Accounts receivable
|
|
$
|
91.9
|
|
|
$
|
92.6
|
|
Prepaids and other current assets
|
|
7.7
|
|
|
7.7
|
|
||
Notes receivable and other non-current assets
|
|
21.3
|
|
|
22.2
|
|
||
Unearned revenue (2)
|
|
43.2
|
|
|
35.0
|
|
||
Other non-current liabilities (3)
|
|
54.1
|
|
|
54.1
|
|
(1)
|
Prior-period amounts adjusted with the adoption of the new lease accounting guidance, as applicable.
|
(2)
|
Excludes
$55.9 million
and
$55.0 million
of capital contributions related to DAS networks as of March 31, 2019 and December 31, 2018, respectively.
|
(3)
|
Excludes
$302.6 million
and
$313.6 million
of capital contributions related to DAS networks as of March 31, 2019 and December 31, 2018, respectively.
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Unbilled receivables
|
$
|
131.3
|
|
|
$
|
126.1
|
|
Prepaid income tax
|
102.2
|
|
|
125.1
|
|
||
Value added tax and other consumption tax receivables
|
85.1
|
|
|
86.3
|
|
||
Prepaid assets
|
54.0
|
|
|
40.5
|
|
||
Prepaid operating ground leases
|
—
|
|
|
165.0
|
|
||
Other miscellaneous current assets
|
98.6
|
|
|
78.2
|
|
||
Prepaids and other current assets
|
$
|
471.2
|
|
|
$
|
621.2
|
|
|
Estimated Useful Lives (years) (1)
|
|
As of
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||
Towers
|
Up to 20
|
|
$
|
12,850.9
|
|
|
$
|
12,777.9
|
|
Equipment (2)
|
2 - 20
|
|
1,700.7
|
|
|
1,667.3
|
|
||
Buildings and improvements
|
3 - 32
|
|
632.6
|
|
|
628.5
|
|
||
Land and improvements (3)
|
Up to 20
|
|
2,318.3
|
|
|
2,285.4
|
|
||
Construction-in-progress
|
|
|
364.8
|
|
|
358.1
|
|
||
Total
|
|
|
17,867.3
|
|
|
17,717.2
|
|
||
Less accumulated depreciation
|
|
|
(6,664.7
|
)
|
|
(6,470.1
|
)
|
||
Property and equipment, net
|
|
|
$
|
11,202.6
|
|
|
$
|
11,247.1
|
|
(1)
|
Assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease taking into consideration lease renewal options and residual value.
|
(2)
|
Includes fiber and DAS assets.
|
(3)
|
Estimated useful lives apply to improvements only.
|
|
|
|
|
As of
|
||
Finance leases:
|
|
Classification
|
|
March 31, 2019
|
||
Property and equipment
|
|
Towers
|
|
$
|
2,780.9
|
|
Accumulated depreciation
|
|
|
|
(1,042.6
|
)
|
|
Property and equipment, net
|
|
|
|
1,738.3
|
|
|
|
|
|
|
|
||
Property and equipment
|
|
Buildings and improvements
|
|
$
|
171.1
|
|
Accumulated depreciation
|
|
|
|
(60.4
|
)
|
|
Property and equipment, net
|
|
|
|
$
|
110.7
|
|
|
|
|
|
|
||
Property and equipment
|
|
Land
|
|
$
|
130.3
|
|
|
|
|
|
|
||
Property and equipment
|
|
Equipment
|
|
$
|
38.1
|
|
Accumulated depreciation
|
|
|
|
(9.6
|
)
|
|
Property and equipment, net
|
|
|
|
$
|
28.5
|
|
Fiscal Year
|
|
Amount (1)
|
||
Remainder of 2019
|
|
$
|
3,987.3
|
|
2020
|
|
5,143.4
|
|
|
2021
|
|
4,739.9
|
|
|
2022
|
|
3,821.5
|
|
|
2023
|
|
3,516.4
|
|
|
Thereafter
|
|
13,254.4
|
|
|
Total
|
|
$
|
34,462.9
|
|
(1)
|
Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
|
Year Ended December 31,
|
|
Amount (1)
|
||
2019
|
|
$
|
5,251.2
|
|
2020
|
|
5,062.2
|
|
|
2021
|
|
4,676.1
|
|
|
2022
|
|
3,754.6
|
|
|
2023
|
|
3,457.3
|
|
|
Thereafter
|
|
12,641.1
|
|
|
Total
|
|
$
|
34,842.5
|
|
(1)
|
Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
|
Operating leases:
|
|
|
||
Right-of-use asset
|
|
$
|
7,080.9
|
|
|
|
|
||
Current portion of lease liabilities
|
|
$
|
498.4
|
|
Lease liabilities
|
|
6,316.1
|
|
|
Total operating lease liabilities
|
|
$
|
6,814.5
|
|
|
|
|
||
Finance leases:
|
|
|
||
Current portion of lease liabilities
|
|
$
|
6.5
|
|
Lease liabilities
|
|
21.8
|
|
|
Total finance lease liabilities
|
|
$
|
28.3
|
|
Operating leases:
|
|
|
|
Weighted-average remaining lease term (years)
|
|
13.0
|
|
Weighted-average incremental borrowing rate
|
|
6.1
|
%
|
|
|
|
|
Finance leases:
|
|
|
|
Weighted-average remaining lease term (years)
|
|
9.2
|
|
Weighted-average incremental borrowing rate
|
|
6.0
|
%
|
Operating lease cost
|
|
$
|
255.0
|
|
Variable lease costs not included in lease liability (1)
|
|
52.3
|
|
|
|
|
|
||
Finance lease cost:
|
|
|
||
Amortization of right-of-use asset
|
|
$
|
1.8
|
|
Interest on lease liabilities
|
|
0.4
|
|
|
Total finance lease cost
|
|
$
|
2.2
|
|
(1)
|
Includes property tax paid on behalf of the landlord.
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
(234.9
|
)
|
Operating cash flows from finance leases
|
|
$
|
(0.3
|
)
|
Financing cash flows from finance leases
|
|
$
|
(1.3
|
)
|
|
|
|
||
Non-cash items:
|
|
|
||
New operating leases
|
|
$
|
62.1
|
|
Operating lease modifications and reassessments
|
|
$
|
30.1
|
|
Fiscal Year
|
|
Operating Lease (1)
|
|
Finance Lease (1)
|
||||
Remainder of 2019
|
|
$
|
658.0
|
|
|
$
|
6.0
|
|
2020
|
|
870.7
|
|
|
6.8
|
|
||
2021
|
|
853.1
|
|
|
3.9
|
|
||
2022
|
|
813.3
|
|
|
3.3
|
|
||
2023
|
|
773.6
|
|
|
2.0
|
|
||
Thereafter
|
|
6,137.5
|
|
|
24.8
|
|
||
Total lease payments
|
|
10,106.2
|
|
|
46.8
|
|
||
Less amounts representing interest
|
|
(3,291.7
|
)
|
|
(18.5
|
)
|
||
Total lease liabilities
|
|
6,814.5
|
|
|
28.3
|
|
||
Less current portion of lease liabilities
|
|
(498.4
|
)
|
|
(6.5
|
)
|
||
Non-current lease liabilities
|
|
$
|
6,316.1
|
|
|
$
|
21.8
|
|
(1)
|
Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
|
Year Ended December 31,
|
|
Amount (1)
|
||
2019
|
|
$
|
926.0
|
|
2020
|
|
904.2
|
|
|
2021
|
|
879.8
|
|
|
2022
|
|
834.2
|
|
|
2023
|
|
792.6
|
|
|
Thereafter
|
|
6,173.1
|
|
|
Total
|
|
$
|
10,509.9
|
|
(1)
|
Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
|
Year Ended December 31,
|
|
Amount (1)
|
||
2019
|
|
$
|
40.7
|
|
2020
|
|
32.7
|
|
|
2021
|
|
27.8
|
|
|
2022
|
|
23.7
|
|
|
2023
|
|
19.2
|
|
|
Thereafter
|
|
117.5
|
|
|
Total
|
|
261.6
|
|
|
Less amounts representing interest
|
|
(82.1
|
)
|
|
Present value of capital lease obligations
|
|
$
|
179.5
|
|
(1)
|
Balances are translated at the applicable period-end exchange rate, which may impact comparability between periods.
|
|
|
Property
|
|
Services
|
|
Total
|
||||||||||||||||||
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||
Balance as of January 1, 2019
|
|
$
|
3,382.5
|
|
|
$
|
1,045.5
|
|
|
$
|
381.3
|
|
|
$
|
690.6
|
|
|
$
|
2.0
|
|
|
$
|
5,501.9
|
|
Additions and adjustments (1)
|
|
30.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.1
|
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
9.2
|
|
|
(6.8
|
)
|
|
3.8
|
|
|
—
|
|
|
6.2
|
|
||||||
Balance as of March 31, 2019
|
|
$
|
3,412.6
|
|
|
$
|
1,054.7
|
|
|
$
|
374.5
|
|
|
$
|
694.4
|
|
|
$
|
2.0
|
|
|
$
|
5,538.2
|
|
(1)
|
Additions consist of
$30.9 million
resulting from 2019 acquisitions offset by
$0.8 million
from revisions to prior-year acquisitions due to measurement period adjustments.
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Estimated Useful
Lives (years) |
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Acquired network location intangibles (1)
|
Up to 20
|
|
$
|
4,780.2
|
|
|
$
|
(1,762.3
|
)
|
|
$
|
3,017.9
|
|
|
$
|
4,780.3
|
|
|
$
|
(1,704.9
|
)
|
|
$
|
3,075.4
|
|
Acquired tenant-related intangibles
|
15-20
|
|
11,212.8
|
|
|
(3,278.0
|
)
|
|
7,934.8
|
|
|
11,156.5
|
|
|
(3,147.2
|
)
|
|
8,009.3
|
|
||||||
Acquired licenses and other intangibles
|
3-20
|
|
105.3
|
|
|
(15.2
|
)
|
|
90.1
|
|
|
104.1
|
|
|
(14.5
|
)
|
|
89.6
|
|
||||||
Total other intangible assets
|
|
|
$
|
16,098.3
|
|
|
$
|
(5,055.5
|
)
|
|
$
|
11,042.8
|
|
|
$
|
16,040.9
|
|
|
$
|
(4,866.6
|
)
|
|
$
|
11,174.3
|
|
(1)
|
Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease, taking into consideration lease renewal options and residual value, or up to
20
years, as the Company considers these intangibles to be directly related to the tower assets.
|
Fiscal Year
|
|
Amount
|
||
Remainder of 2019
|
|
$
|
586.7
|
|
2020
|
|
763.4
|
|
|
2021
|
|
746.9
|
|
|
2022
|
|
742.5
|
|
|
2023
|
|
738.2
|
|
|
2024
|
|
734.9
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Long-term prepaid ground rent
|
—
|
|
|
607.5
|
|
||
Notes receivable
|
0.9
|
|
|
1.0
|
|
||
Other miscellaneous assets
|
278.2
|
|
|
354.1
|
|
||
Notes receivable and other non-current assets
|
$
|
279.1
|
|
|
$
|
962.6
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accrued property and real estate taxes
|
$
|
177.1
|
|
|
$
|
169.7
|
|
Accrued pass-through costs
|
80.1
|
|
|
71.2
|
|
||
Amounts payable to tenants
|
78.2
|
|
|
93.5
|
|
||
Accrued rent
|
69.6
|
|
|
61.4
|
|
||
Payroll and related withholdings
|
60.5
|
|
|
90.4
|
|
||
Accrued construction costs
|
28.1
|
|
|
41.5
|
|
||
Accrued income tax payable
|
23.3
|
|
|
57.9
|
|
||
Accrued pass-through taxes
|
9.5
|
|
|
2.2
|
|
||
Other accrued expenses
|
337.3
|
|
|
360.5
|
|
||
Total accrued expenses
|
$
|
863.7
|
|
|
$
|
948.3
|
|
|
As of
|
|
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
Maturity Date
|
||||
2018 Term Loan (1) (2)
|
$
|
—
|
|
|
$
|
1,499.8
|
|
|
March 29, 2019
|
2019 Term Loan (1)
|
1,299.4
|
|
|
—
|
|
|
February 13, 2020
|
||
2013 Credit Facility (1)
|
2,340.0
|
|
|
1,875.0
|
|
|
June 28, 2022
|
||
2013 Term Loan (1)
|
995.0
|
|
|
994.8
|
|
|
January 31, 2024
|
||
2014 Credit Facility (1)
|
—
|
|
|
—
|
|
|
January 31, 2024
|
||
3.40% senior notes (3)
|
—
|
|
|
1,000.0
|
|
|
February 15, 2019
|
||
2.800% senior notes
|
748.2
|
|
|
747.8
|
|
|
June 1, 2020
|
||
5.050% senior notes (4)
|
698.9
|
|
|
698.7
|
|
|
September 1, 2020
|
||
3.300% senior notes
|
747.5
|
|
|
747.2
|
|
|
February 15, 2021
|
||
3.450% senior notes
|
646.7
|
|
|
646.3
|
|
|
September 15, 2021
|
||
5.900% senior notes
|
498.5
|
|
|
498.4
|
|
|
November 1, 2021
|
||
2.250% senior notes
|
578.9
|
|
|
572.7
|
|
|
January 15, 2022
|
||
4.70% senior notes
|
697.6
|
|
|
697.4
|
|
|
March 15, 2022
|
||
3.50% senior notes
|
993.0
|
|
|
992.6
|
|
|
January 31, 2023
|
||
3.000% senior notes
|
694.1
|
|
|
687.5
|
|
|
June 15, 2023
|
||
5.00% senior notes
|
1,002.2
|
|
|
1,002.1
|
|
|
February 15, 2024
|
||
3.375% senior notes
|
643.5
|
|
|
—
|
|
|
May 15, 2024
|
||
1.375% senior notes
|
552.2
|
|
|
564.0
|
|
|
April 4, 2025
|
||
4.000% senior notes
|
742.3
|
|
|
742.1
|
|
|
June 1, 2025
|
||
4.400% senior notes
|
496.2
|
|
|
496.1
|
|
|
February 15, 2026
|
||
1.950% senior notes
|
554.0
|
|
|
566.0
|
|
|
May 22, 2026
|
||
3.375% senior notes
|
986.7
|
|
|
986.3
|
|
|
October 15, 2026
|
||
3.125% senior notes
|
397.4
|
|
|
397.3
|
|
|
January 15, 2027
|
||
3.55% senior notes
|
743.6
|
|
|
743.5
|
|
|
July 15, 2027
|
||
3.600% senior notes
|
692.1
|
|
|
691.9
|
|
|
January 15, 2028
|
||
3.950% senior notes
|
588.9
|
|
|
—
|
|
|
March 15, 2029
|
||
Total American Tower Corporation debt
|
18,336.9
|
|
|
17,847.5
|
|
|
|
||
|
|
|
|
|
|
||||
Series 2013-2A securities (5)
|
1,293.8
|
|
|
1,293.4
|
|
|
March 15, 2023
|
||
Series 2018-1A securities (5)
|
493.7
|
|
|
493.5
|
|
|
March 15, 2028
|
||
Series 2015-1 notes (6)
|
349.0
|
|
|
348.8
|
|
|
June 15, 2020
|
||
Series 2015-2 notes (7)
|
520.9
|
|
|
520.8
|
|
|
June 16, 2025
|
||
India indebtedness (8)
|
—
|
|
|
240.1
|
|
|
Various
|
||
India preference shares (9)
|
—
|
|
|
23.9
|
|
|
March 2, 2020
|
||
Shareholder loan (10)
|
53.4
|
|
|
59.9
|
|
|
December 31, 2019
|
||
Other subsidiary debt (11)
|
128.3
|
|
|
152.5
|
|
|
Various
|
||
Total American Tower subsidiary debt
|
2,839.1
|
|
|
3,132.9
|
|
|
|
||
Finance and capital lease obligations
|
28.3
|
|
|
179.5
|
|
|
|
||
Total
|
21,204.3
|
|
|
21,159.9
|
|
|
|
||
Less current portion of long-term obligations
|
(2,097.2
|
)
|
|
(2,754.8
|
)
|
|
|
||
Long-term obligations
|
$
|
19,107.1
|
|
|
$
|
18,405.1
|
|
|
|
(1)
|
Accrues interest at a variable rate.
|
(2)
|
Repaid in full on February 14, 2019 using proceeds from the 2019 Term Loan (as defined below) and cash on hand.
|
(3)
|
Repaid in full on the maturity date in February 2019 with borrowings from the 2013 Credit Facility and the 2014 Credit Facility (each defined below).
|
(4)
|
Repaid in full on April 22, 2019 with borrowings from the 2014 Credit Facility and cash on hand.
|
(5)
|
Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
|
(6)
|
Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.
|
(7)
|
Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
|
(8)
|
Denominated in Indian Rupees (“INR”). Included India working capital facilities, remaining debt assumed by the Company in connection with the Viom Acquisition (as defined in note 12) and debt that has been entered into by ATC TIPL. During the three months ended March 31, 2019, the Company repaid all remaining debt assumed in connection with the Viom Acquisition and debt entered into by ATC TIPL.
|
(9)
|
Mandatorily redeemable preference shares (the “Preference Shares”) denominated in INR and classified as debt. The Preference Shares were redeemed on March 2, 2019.
|
(10)
|
Reflects balance owed to the Company’s joint venture partner in Ghana. The Ghana loan is denominated in Ghanaian Cedi (“GHS”).
|
(11)
|
Includes the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020, the Colombian credit facility, which is denominated in Colombian Pesos and amortizes through April 24, 2021, the Brazil credit facility, which is denominated in Brazilian Reais and amortizes through January 15, 2022, the Kenya debt, which is denominated in U.S. Dollars (“USD”) and is payable either (i) in future installments subject to the satisfaction of specified conditions or (ii)
three
years from the note origination date, and U.S. subsidiary debt related to a seller-financed acquisition.
|
|
Outstanding Principal Balance (in millions)
|
|
Undrawn letters of credit (in millions)
|
|
Maturity Date
|
|
Current margin over LIBOR (1)
|
|
Current commitment fee (2)
|
||||||
2013 Credit Facility
|
$
|
2,340.0
|
|
|
$
|
3.8
|
|
|
June 28, 2022
|
(3)
|
1.125
|
%
|
|
0.125
|
%
|
2014 Credit Facility
|
$
|
—
|
|
|
$
|
6.2
|
|
|
January 31, 2024
|
(3)
|
1.125
|
%
|
|
0.125
|
%
|
2013 Term Loan
|
$
|
1,000.0
|
|
|
N/A
|
|
|
January 31, 2024
|
|
1.125
|
%
|
|
N/A
|
|
|
2019 Term Loan
|
$
|
1,300.0
|
|
|
N/A
|
|
|
February 13, 2020
|
|
0.800
|
%
|
|
N/A
|
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
|
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Fair Value Measurements Using
|
|
Fair Value Measurements Using
|
||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments (1)
|
|
—
|
|
|
$
|
18.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Embedded derivative in lease agreement
|
|
—
|
|
|
—
|
|
|
$
|
11.3
|
|
|
—
|
|
|
—
|
|
|
$
|
11.5
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
—
|
|
|
$
|
21.8
|
|
|
—
|
|
|
—
|
|
|
$
|
33.8
|
|
|
—
|
|
||||
Acquisition-related contingent consideration
|
|
—
|
|
|
—
|
|
|
$
|
0.8
|
|
|
—
|
|
|
—
|
|
|
$
|
0.9
|
|
||||
Fair value of debt related to interest rate swap agreements (2)
|
|
$
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(31.3
|
)
|
|
—
|
|
|
—
|
|
||||
Redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
$
|
589.0
|
|
|
—
|
|
|
—
|
|
|
$
|
1,004.8
|
|
(1)
|
Consists of mutual funds with a portfolio duration of approximately 90 days.
|
(2)
|
Included in the carrying values of the corresponding debt obligations.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Penalties and income tax-related interest expense
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Stock-based compensation expense Property
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
Stock-based compensation expense Services
|
|
0.3
|
|
|
0.3
|
|
||
Stock-based compensation expense SG&A
|
|
41.6
|
|
|
41.7
|
|
||
Total stock-based compensation expense
|
|
$
|
42.5
|
|
|
$
|
42.7
|
|
|
|
|
|
|
||||
Stock-based compensation expense capitalized as property and equipment
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
|
Number of Options
|
|
Outstanding as of January 1, 2019
|
|
4,257,470
|
|
Granted
|
|
—
|
|
Exercised
|
|
(314,847
|
)
|
Forfeited
|
|
—
|
|
Expired
|
|
—
|
|
Outstanding as of March 31, 2019
|
|
3,942,623
|
|
|
RSUs
|
|
PSUs
|
||
Outstanding as of January 1, 2019 (1)
|
1,649,973
|
|
|
624,511
|
|
Granted (2)
|
539,905
|
|
|
114,823
|
|
Vested and Released (3)
|
(607,845
|
)
|
|
(292,180
|
)
|
Forfeited
|
(13,599
|
)
|
|
—
|
|
Outstanding as of March 31, 2019
|
1,568,434
|
|
|
447,154
|
|
Vested and deferred as of March 31, 2019 (4)
|
32,596
|
|
|
46,500
|
|
(1)
|
PSUs consist of the target number of shares issuable at the end of the
three
-year performance period for the 2018 PSUs and 2017 PSUs, or
131,311
and
154,520
shares, respectively, and the shares issuable at the end of the
three
-year performance period for the PSUs granted in 2016 (“2016 PSUs”) based on achievement against the performance metrics for the three-year performance period, or
338,680
shares.
|
(2)
|
PSUs consist of the target number of shares issuable at the end of the
three
-year performance period for the 2019 PSUs, or
114,823
shares.
|
(3)
|
PSUs consist of shares vested pursuant to the 2016 PSUs. There are no additional shares to be earned related to the 2016 PSUs.
|
(4)
|
Vested and deferred RSUs and PSUs are related to deferred compensation for certain former employees.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Balance as of January 1,
|
|
$
|
1,004.8
|
|
|
$
|
1,126.2
|
|
Net loss attributable to noncontrolling interests
|
|
(3.7
|
)
|
|
(28.1
|
)
|
||
Adjustment to noncontrolling interest redemption value
|
|
3.7
|
|
|
17.5
|
|
||
Adjustment to noncontrolling interest due to merger
|
|
—
|
|
|
(28.1
|
)
|
||
Purchase of noncontrolling interest
|
|
(425.7
|
)
|
|
—
|
|
||
Foreign currency translation adjustment attributable to noncontrolling interests
|
|
9.9
|
|
|
(22.3
|
)
|
||
Balance as of March 31,
|
|
$
|
589.0
|
|
|
$
|
1,065.2
|
|
Declaration Date
|
|
Payment Date
|
|
Record Date
|
|
Distribution per share
|
|
Aggregate Payment Amount (1)
|
||||
Common Stock
|
|
|
|
|
|
|
|
|
||||
March 7, 2019
|
|
April 26, 2019
|
|
April 11, 2019
|
|
$
|
0.90
|
|
|
$
|
397.8
|
|
December 5, 2018
|
|
January 14, 2019
|
|
December 27, 2018
|
|
$
|
0.84
|
|
|
$
|
370.5
|
|
(1)
|
Does not include amounts accrued for distributions payable related to unvested restricted stock units.
|
Declaration Date
|
|
Payment Date
|
|
Record Date
|
|
Distribution per share
|
|
Aggregate Payment Amount (1)
|
||||
Common Stock
|
|
|
|
|
|
|
|
|
||||
March 8, 2018
|
|
April 27, 2018
|
|
April 11, 2018
|
|
$
|
0.75
|
|
|
$
|
331.2
|
|
December 6, 2017
|
|
January 16, 2018
|
|
December 28, 2017
|
|
$
|
0.70
|
|
|
$
|
300.2
|
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Stock
|
|
|
|
|
|
|
|
|
||||
January 22, 2018
|
|
February 15, 2018
|
|
February 1, 2018
|
|
$
|
13.75
|
|
|
$
|
18.9
|
|
(1)
|
Does not include amounts accrued for distributions payable related to unvested restricted stock units.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to American Tower Corporation stockholders
|
$
|
397.4
|
|
|
$
|
285.2
|
|
Dividends on preferred stock
|
—
|
|
|
(9.4
|
)
|
||
Net income attributable to American Tower Corporation common stockholders
|
397.4
|
|
|
275.8
|
|
||
Basic weighted average common shares outstanding
|
441,351
|
|
|
435,124
|
|
||
Dilutive securities
|
3,270
|
|
|
3,396
|
|
||
Diluted weighted average common shares outstanding
|
444,621
|
|
|
438,520
|
|
||
Basic net income attributable to American Tower Corporation common stockholders per common share
|
$
|
0.90
|
|
|
$
|
0.63
|
|
Diluted net income attributable to American Tower Corporation common stockholders per common share
|
$
|
0.89
|
|
|
$
|
0.63
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Restricted stock units
|
105
|
|
|
118
|
|
Stock options
|
—
|
|
|
—
|
|
Preferred stock
|
—
|
|
|
5,904
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Acquisition and merger related expenses
|
|
$
|
2.0
|
|
|
$
|
1.4
|
|
Integration costs
|
|
$
|
4.1
|
|
|
$
|
0.5
|
|
|
|
Allocation (1)
|
||
Current assets
|
|
$
|
0.5
|
|
Property and equipment
|
|
15.5
|
|
|
Intangible assets (2):
|
|
|
||
Tenant-related intangible assets
|
|
46.0
|
|
|
Network location intangible assets
|
|
6.3
|
|
|
Other intangible assets
|
|
—
|
|
|
Other non-current assets
|
|
5.6
|
|
|
Current liabilities
|
|
(0.7
|
)
|
|
Deferred tax liability
|
|
—
|
|
|
Other non-current liabilities
|
|
(8.8
|
)
|
|
Net assets acquired
|
|
64.4
|
|
|
Goodwill (3)
|
|
30.9
|
|
|
Fair value of net assets acquired
|
|
95.3
|
|
|
Debt assumed
|
|
—
|
|
|
Purchase price
|
|
$
|
95.3
|
|
(1)
|
Includes
37
sites in Peru held pursuant to long-term finance leases.
|
(2)
|
Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
|
(3)
|
The Company expects the majority of goodwill to be deductible for tax purposes.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Pro forma revenues
|
|
$
|
1,814.9
|
|
|
$
|
1,844.0
|
|
Pro forma net income attributable to American Tower Corporation common stockholders
|
|
$
|
397.9
|
|
|
$
|
273.3
|
|
Pro forma net income per common share amounts:
|
|
|
|
|
||||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
0.90
|
|
|
$
|
0.63
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
0.89
|
|
|
$
|
0.62
|
|
•
|
U.S.: property operations in the United States;
|
•
|
Asia: property operations in India;
|
•
|
Europe, Middle East and Africa (“EMEA”): property operations in France, Germany, Ghana, Kenya, Nigeria, South Africa and Uganda; and
|
•
|
Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru.
|
|
|
Property
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
|||||||||||||||||||||||
Three Months Ended March 31, 2019
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
Segment revenues
|
|
$
|
986.3
|
|
|
$
|
288.9
|
|
|
$
|
177.5
|
|
|
$
|
333.3
|
|
|
$
|
1,786.0
|
|
|
$
|
27.4
|
|
|
|
|
$
|
1,813.4
|
|
||
Segment operating expenses (1)
|
|
191.3
|
|
|
178.0
|
|
|
59.7
|
|
|
103.4
|
|
|
532.4
|
|
|
10.1
|
|
|
|
|
542.5
|
|
|||||||||
Segment gross margin
|
|
795.0
|
|
|
110.9
|
|
|
117.8
|
|
|
229.9
|
|
|
1,253.6
|
|
|
17.3
|
|
|
|
|
1,270.9
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
41.7
|
|
|
26.6
|
|
|
18.4
|
|
|
27.7
|
|
|
114.4
|
|
|
3.4
|
|
|
|
|
117.8
|
|
|||||||||
Segment operating profit
|
|
753.3
|
|
|
84.3
|
|
|
99.4
|
|
|
202.2
|
|
|
1,139.2
|
|
|
13.9
|
|
|
|
|
1,153.1
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42.5
|
|
|
42.5
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.7
|
|
|
38.7
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
436.9
|
|
|
436.9
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
193.4
|
|
|
193.4
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
441.6
|
|
||||||||||||||
Total assets
|
|
$
|
22,160.9
|
|
|
$
|
5,427.6
|
|
|
$
|
3,637.5
|
|
|
$
|
7,306.4
|
|
|
$
|
38,532.4
|
|
|
$
|
43.8
|
|
|
$
|
350.6
|
|
|
$
|
38,926.8
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$0.9 million
and
$41.6 million
, respectively.
|
(2)
|
Primarily includes interest expense.
|
|
|
Property
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
|||||||||||||||||||||||
Three Months Ended March 31, 2018
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
Segment revenues
|
|
$
|
931.4
|
|
|
$
|
273.0
|
|
|
$
|
174.2
|
|
|
$
|
331.8
|
|
|
$
|
1,710.4
|
|
|
$
|
31.4
|
|
|
|
|
$
|
1,741.8
|
|
||
Segment operating expenses (1)
|
|
186.3
|
|
|
157.9
|
|
|
59.1
|
|
|
103.4
|
|
|
506.7
|
|
|
12.2
|
|
|
|
|
518.9
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|
—
|
|
|
|
|
2.7
|
|
|||||||||
Segment gross margin
|
|
745.1
|
|
|
115.1
|
|
|
115.1
|
|
|
231.1
|
|
|
1,206.4
|
|
|
19.2
|
|
|
|
|
1,225.6
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
35.4
|
|
|
44.2
|
|
|
16.8
|
|
|
24.6
|
|
|
121.0
|
|
|
3.5
|
|
|
|
|
124.5
|
|
|||||||||
Segment operating profit
|
|
$
|
709.7
|
|
|
$
|
70.9
|
|
|
$
|
98.3
|
|
|
$
|
206.5
|
|
|
$
|
1,085.4
|
|
|
$
|
15.7
|
|
|
|
|
1,101.1
|
|
|||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42.7
|
|
|
42.7
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.7
|
|
|
38.7
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446.3
|
|
|
446.3
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
324.2
|
|
|
$
|
324.2
|
|
|||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
249.2
|
|
||||||||||||||
Total assets
|
|
$
|
18,894.7
|
|
|
$
|
5,796.8
|
|
|
$
|
3,343.4
|
|
|
$
|
6,084.1
|
|
|
$
|
34,119.0
|
|
|
$
|
47.0
|
|
|
$
|
206.7
|
|
|
$
|
34,372.7
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$1.0 million
and
$41.7 million
, respectively.
|
(2)
|
Primarily includes interest expense and
$147.4 million
in impairment charges.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Number of
Owned Towers
|
|
Number of
Operated
Towers (1)
|
|
Number of
Owned DAS Sites |
|||
U.S.
|
|
24,445
|
|
|
15,895
|
|
|
400
|
|
Asia:
|
|
|
|
|
|
|
|||
India
|
|
74,388
|
|
|
—
|
|
|
1,067
|
|
EMEA:
|
|
|
|
|
|
|
|||
France
|
|
2,186
|
|
|
309
|
|
|
9
|
|
Germany
|
|
2,207
|
|
|
—
|
|
|
—
|
|
Ghana
|
|
2,322
|
|
|
—
|
|
|
25
|
|
Kenya
|
|
715
|
|
|
—
|
|
|
—
|
|
Nigeria
|
|
4,772
|
|
|
—
|
|
|
—
|
|
South Africa (2)
|
|
2,659
|
|
|
—
|
|
|
—
|
|
Uganda
|
|
1,556
|
|
|
—
|
|
|
—
|
|
EMEA total
|
|
16,417
|
|
|
309
|
|
|
34
|
|
Latin America:
|
|
|
|
|
|
|
|||
Argentina (3)
|
|
48
|
|
|
—
|
|
|
8
|
|
Brazil (3)
|
|
16,628
|
|
|
2,260
|
|
|
94
|
|
Chile
|
|
1,299
|
|
|
—
|
|
|
21
|
|
Colombia
|
|
4,973
|
|
|
—
|
|
|
2
|
|
Costa Rica
|
|
564
|
|
|
—
|
|
|
2
|
|
Mexico (4)
|
|
9,055
|
|
|
186
|
|
|
85
|
|
Paraguay
|
|
1,309
|
|
|
—
|
|
|
—
|
|
Peru
|
|
692
|
|
|
309
|
|
|
—
|
|
Latin America total
|
|
34,568
|
|
|
2,755
|
|
|
212
|
|
(1)
|
Approximately 98% of the operated towers are held pursuant to long-term finance leases, including those subject to purchase options.
|
(2)
|
In South Africa, we also own fiber.
|
(3)
|
In Argentina and Brazil, we also own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.
|
(4)
|
In Mexico, we also own or operate urban telecommunications assets, including fiber, concrete poles and other infrastructure.
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Property
|
|
|
|
|
|
|
|||||
U.S.
|
|
$
|
986.3
|
|
|
$
|
931.4
|
|
|
6
|
%
|
Asia
|
|
288.9
|
|
|
273.0
|
|
|
6
|
|
||
EMEA
|
|
177.5
|
|
|
174.2
|
|
|
2
|
|
||
Latin America
|
|
333.3
|
|
|
331.8
|
|
|
0
|
|
||
Total property
|
|
1,786.0
|
|
|
1,710.4
|
|
|
4
|
|
||
Services
|
|
27.4
|
|
|
31.4
|
|
|
(13
|
)
|
||
Total revenues
|
|
$
|
1,813.4
|
|
|
$
|
1,741.8
|
|
|
4
|
%
|
•
|
Tenant billings growth of $74.3 million, which was driven by:
|
•
|
$56.9 million due to leasing additional space on our sites (“colocations”) and amendments;
|
•
|
$16.4 million from contractual escalations, net of churn; and
|
•
|
$1.9 million generated from sites acquired or constructed since the beginning of the prior-year period (“newly acquired or constructed sites”);
|
•
|
Partially offset by a decrease of $0.9 million from other tenant billings; and
|
•
|
A decrease of $19.4 million in other revenue, which includes a $20.4 million decrease due to straight-line accounting.
|
•
|
Pass-through revenue growth of $29.0 million;
|
•
|
An increase of $16.8 million in other revenue, primarily due to a decrease in revenue reserves; and
|
•
|
A decrease in tenant billings of $1.4 million, which was driven by:
|
•
|
A decrease of $65.8 million resulting from churn in excess of contractual escalations, including $67.3 million due to carrier consolidation-driven churn in India;
|
•
|
Partially offset by:
|
▪
|
$47.0 million generated from newly acquired or constructed sites, including $44.3 million from the transactions with Vodafone India Limited and Vodafone Mobile Services Limited (the “Vodafone Acquisition”) and Idea Cellular Limited (the “Idea Acquisition”);
|
▪
|
$16.6 million due to colocations and amendments; and
|
▪
|
$0.8 million from other tenant billings.
|
•
|
Tenant billings growth of $15.3 million, which was driven by:
|
•
|
$6.8 million generated from newly acquired or constructed sites, primarily due to the acquisition of communications sites in Kenya (the “Kenya Acquisition”) in the fourth quarter of 2018;
|
•
|
$4.7 million due to colocations and amendments;
|
•
|
$2.8 million from contractual escalations, net of churn; and
|
•
|
$1.0 million from other tenant billings;
|
•
|
Pass-through revenue growth of $2.1 million; and
|
•
|
A decrease of $0.8 million in other revenue.
|
•
|
Tenant billings growth of $21.3 million, which was driven by:
|
•
|
$10.7 million due to colocations and amendments;
|
•
|
$4.7 million from contractual escalations, net of churn;
|
•
|
$4.0 million generated from newly acquired or constructed sites; and
|
•
|
$1.9 million from other tenant billings;
|
•
|
An increase of $7.8 million in other revenue, primarily due to $9.2 million from our fiber business in Brazil acquired in the fourth quarter of 2018, partially offset by revenue reserves; and
|
•
|
Pass-through revenue growth of $5.2 million.
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Property
|
|
|
|
|
|
|
|||||
U.S.
|
|
$
|
795.0
|
|
|
$
|
745.1
|
|
|
7
|
%
|
Asia
|
|
110.9
|
|
|
115.1
|
|
|
(4
|
)
|
||
EMEA
|
|
117.8
|
|
|
115.1
|
|
|
2
|
|
||
Latin America
|
|
229.9
|
|
|
231.1
|
|
|
(1
|
)
|
||
Total property
|
|
1,253.6
|
|
|
1,206.4
|
|
|
4
|
|
||
Services
|
|
17.3
|
|
|
19.2
|
|
|
(10
|
)%
|
•
|
The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $5.0 million.
|
•
|
As discussed above, Asia property segment gross margin was negatively impacted by carrier consolidation-driven churn in India. The decrease was also due to an increase in direct expenses of $37.6 million as a result of the Vodafone Acquisition and the Idea Acquisition, partially offset by the increase in revenue described above and a benefit of $17.5 million attributable to the impact of foreign currency translation on direct expenses.
|
•
|
The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $4.2 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $4.8 million, primarily due to the Kenya Acquisition.
|
•
|
The decrease in Latin America property segment gross margin was primarily attributable to an increase in direct expenses of $11.0 million, partially due to our fiber business in Brazil, and a reduction of $2.7 million in
|
•
|
The decrease in services segment gross margin was primarily due to the decrease in revenue described above, partially offset by a decrease in direct expenses of $2.1 million.
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Property
|
|
|
|
|
|
|
|||||
U.S.
|
|
$
|
41.7
|
|
|
$
|
35.4
|
|
|
18
|
%
|
Asia
|
|
26.6
|
|
|
44.2
|
|
|
(40
|
)
|
||
EMEA
|
|
18.4
|
|
|
16.8
|
|
|
10
|
|
||
Latin America
|
|
27.7
|
|
|
24.6
|
|
|
13
|
|
||
Total property
|
|
114.4
|
|
|
121.0
|
|
|
(5
|
)
|
||
Services
|
|
3.4
|
|
|
3.5
|
|
|
(3
|
)
|
||
Other
|
|
80.3
|
|
|
80.4
|
|
|
(0
|
)
|
||
Total selling, general, administrative and development expense
|
|
$
|
198.1
|
|
|
$
|
204.9
|
|
|
(3
|
)%
|
•
|
The increases in each of our U.S., EMEA and Latin America property segment SG&A were primarily driven by increased personnel costs to support our business, including our acquisitions of urban telecommunications assets in our Latin America property segment.
|
•
|
The decrease in our Asia property segment SG&A was primarily driven by a decrease in bad debt expense of $17.0 million.
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Property
|
|
|
|
|
|
|
|||||
U.S.
|
|
$
|
753.3
|
|
|
$
|
709.7
|
|
|
6
|
%
|
Asia
|
|
84.3
|
|
|
70.9
|
|
|
19
|
|
||
EMEA
|
|
99.4
|
|
|
98.3
|
|
|
1
|
|
||
Latin America
|
|
202.2
|
|
|
206.5
|
|
|
(2
|
)
|
||
Total property
|
|
1,139.2
|
|
|
1,085.4
|
|
|
5
|
|
||
Services
|
|
13.9
|
|
|
15.7
|
|
|
(11
|
)%
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Depreciation, amortization and accretion
|
|
$
|
436.9
|
|
|
$
|
446.3
|
|
|
(2
|
)%
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Other operating expenses
|
|
$
|
20.1
|
|
|
$
|
167.8
|
|
|
(88
|
)%
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Total other expense
|
|
$
|
173.3
|
|
|
$
|
153.7
|
|
|
13
|
%
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
2019
|
|
2018
|
|
||||||
Income tax provision (benefit)
|
$
|
34.0
|
|
|
$
|
(31.1
|
)
|
|
(209
|
)%
|
Effective tax rate
|
7.7
|
%
|
|
(12.5
|
)%
|
|
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Net income
|
|
$
|
407.6
|
|
|
$
|
280.3
|
|
|
45
|
%
|
Income tax provision (benefit)
|
|
34.0
|
|
|
(31.1
|
)
|
|
(209
|
)
|
||
Other income
|
|
(21.9
|
)
|
|
(27.8
|
)
|
|
(21
|
)
|
||
Loss on retirement of long-term obligations
|
|
0.1
|
|
|
—
|
|
|
100
|
|
||
Interest expense
|
|
207.5
|
|
|
199.6
|
|
|
4
|
|
||
Interest income
|
|
(12.4
|
)
|
|
(15.4
|
)
|
|
(19
|
)
|
||
Other operating expenses
|
|
20.1
|
|
|
167.8
|
|
|
(88
|
)
|
||
Depreciation, amortization and accretion
|
|
436.9
|
|
|
446.3
|
|
|
(2
|
)
|
||
Stock-based compensation expense
|
|
42.5
|
|
|
42.7
|
|
|
(0
|
)
|
||
Adjusted EBITDA
|
|
$
|
1,114.4
|
|
|
$
|
1,062.4
|
|
|
5
|
%
|
|
|
Three Months Ended March 31,
|
|
Percent Increase (Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Net income
|
|
$
|
407.6
|
|
|
$
|
280.3
|
|
|
45
|
%
|
Real estate related depreciation, amortization and accretion
|
|
388.5
|
|
|
397.3
|
|
|
(2
|
)
|
||
Losses from sale or disposal of real estate and real estate related impairment charges (1)
|
|
19.1
|
|
|
166.3
|
|
|
(89
|
)
|
||
Dividends on preferred stock
|
|
—
|
|
|
(9.4
|
)
|
|
(100
|
)
|
||
Adjustments for unconsolidated affiliates and noncontrolling interests
|
|
(45.6
|
)
|
|
(86.9
|
)
|
|
(48
|
)
|
||
Nareit FFO attributable to American Tower Corporation common stockholders
|
|
$
|
769.6
|
|
|
$
|
747.6
|
|
|
3
|
%
|
Straight-line revenue
|
|
(5.3
|
)
|
|
(17.8
|
)
|
|
(70
|
)
|
||
Straight-line expense
|
|
9.2
|
|
|
14.0
|
|
|
(34
|
)
|
||
Stock-based compensation expense
|
|
42.5
|
|
|
42.7
|
|
|
(0
|
)
|
||
Deferred portion of income tax (2)
|
|
(2.9
|
)
|
|
(55.8
|
)
|
|
(95
|
)
|
||
Non-real estate related depreciation, amortization and accretion
|
|
48.4
|
|
|
49.0
|
|
|
(1
|
)
|
||
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges
|
|
6.4
|
|
|
2.9
|
|
|
121
|
|
||
Other income (3)
|
|
(21.9
|
)
|
|
(27.8
|
)
|
|
(21
|
)
|
||
Loss on retirement of long-term obligations
|
|
0.1
|
|
|
—
|
|
|
100
|
|
||
Other operating expense (4)
|
|
1.0
|
|
|
1.5
|
|
|
(33
|
)
|
||
Capital improvement capital expenditures
|
|
(28.2
|
)
|
|
(33.7
|
)
|
|
(16
|
)
|
||
Corporate capital expenditures
|
|
(3.4
|
)
|
|
(2.4
|
)
|
|
42
|
|
||
Adjustments for unconsolidated affiliates and noncontrolling interests
|
|
45.6
|
|
|
86.9
|
|
|
(48
|
)
|
||
Consolidated AFFO
|
|
$
|
861.1
|
|
|
$
|
807.1
|
|
|
7
|
%
|
Adjustments for unconsolidated affiliates and noncontrolling interests (5)
|
|
(43.3
|
)
|
|
(47.8
|
)
|
|
(9
|
)%
|
||
AFFO attributable to American Tower Corporation common stockholders
|
|
$
|
817.8
|
|
|
$
|
759.3
|
|
|
8
|
%
|
(1)
|
Included in these amounts are impairment charges of $18.1 million and $147.4 million, respectively.
|
(2)
|
For the three months ended March 31, 2018, amount includes a tax benefit primarily attributable to the tax effect of an increase in impairment charges and a one-time benefit for merger-related activity in our Asia property segment.
|
(3)
|
Includes gains on foreign currency exchange rate fluctuations of $20.1 million and $23.3 million, respectively.
|
(4)
|
Primarily includes acquisition-related costs and integration costs.
|
(5)
|
Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO.
|
|
As of March 31, 2019
|
||
Available under the 2013 Credit Facility
|
$
|
510.0
|
|
Available under the 2014 Credit Facility
|
2,100.0
|
|
|
Letters of credit
|
(10.0
|
)
|
|
Total available under credit facilities, net
|
2,600.0
|
|
|
Cash and cash equivalents
|
1,004.8
|
|
|
Total liquidity
|
$
|
3,604.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
785.1
|
|
|
$
|
791.8
|
|
Investing activities
|
(323.3
|
)
|
|
(1,280.6
|
)
|
||
Financing activities
|
(650.4
|
)
|
|
817.3
|
|
||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents
|
(16.6
|
)
|
|
(4.5
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
(205.2
|
)
|
|
$
|
324.0
|
|
•
|
We spent $91.1 million for acquisitions.
|
•
|
We spent
$230.6 million
for capital expenditures, as follows (in millions):
|
Discretionary capital projects (1)
|
$
|
84.6
|
|
Ground lease purchases (2)
|
33.6
|
|
|
Capital improvements and corporate expenditures (3)
|
31.6
|
|
|
Redevelopment
|
61.8
|
|
|
Start-up capital projects
|
19.0
|
|
|
Total capital expenditures (4)
|
$
|
230.6
|
|
(1)
|
Includes the construction of
728
communications sites globally.
|
(2)
|
Includes $11.5 million of perpetual land easement payments reported in Deferred financing costs and other financing activities in the cash flows from financing activities in our condensed consolidated statements of cash flows.
|
(3)
|
Includes $1.3 million of finance lease payments reported in Repayments of notes payable, credit facilities, senior notes, secured debt, term loan, finance leases and capital leases in the cash flows from financing activities in our condensed consolidated statements of cash flows.
|
(4)
|
Net of purchase credits of $3.0 million on certain assets, which are recorded in investing activities in our condensed and consolidated statements of cash flows.
|
Discretionary capital projects (1)
|
$
|
315
|
|
to
|
$
|
355
|
|
Ground lease purchases
|
150
|
|
to
|
160
|
|
||
Capital improvements and corporate expenditures
|
160
|
|
to
|
180
|
|
||
Redevelopment
|
255
|
|
to
|
265
|
|
||
Start-up capital projects
|
70
|
|
to
|
90
|
|
||
Total capital expenditures
|
$
|
950
|
|
to
|
$
|
1,050
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Proceeds from issuance of senior notes, net
|
$
|
1,241.6
|
|
|
$
|
—
|
|
Proceeds from (repayments of) credit facilities, net
|
465.0
|
|
|
(330.0
|
)
|
||
Proceeds from term loan
|
1,300.0
|
|
|
1,500.0
|
|
||
Repayments of term loan
|
(1,500.0
|
)
|
|
—
|
|
||
Proceeds from issuance of securities in securitization transaction
|
—
|
|
|
500.0
|
|
||
Repayments of securitized debt
|
—
|
|
|
(500.0
|
)
|
||
Repayment of senior notes
|
(1,000.0
|
)
|
|
—
|
|
||
Distributions to noncontrolling interest holders, net
|
(13.8
|
)
|
|
(0.3
|
)
|
||
Purchase of noncontrolling interest (1)
|
(425.7
|
)
|
|
—
|
|
||
Distributions paid on common and preferred stock
|
(377.1
|
)
|
|
(323.2
|
)
|
(1)
|
In the fourth quarter of 2018, two of our minority holders in India delivered notice of exercise of their put options with respect to certain shares in our Indian subsidiary, ATC TIPL (see note 12 to our consolidated and condensed consolidated financial statements included in this Quarterly Report on Form 10-Q). During the
three months ended March 31, 2019
, we completed the redemption of the put shares for total consideration of INR
29.4 billion
(
$425.7 million
at the date of redemption).
|
Bank Facility (1)
|
Outstanding Principal Balance ($ in millions)
|
Maturity Date
|
|
LIBOR borrowing interest rate range (2)
|
Base rate borrowing interest rate range (2)
|
Current margin over LIBOR and the base rate, respectively
|
||
2013 Credit Facility
|
$
|
2,340.0
|
|
June 28, 2022
|
(3)
|
0.875% - 1.750%
|
0.000% - 0.750%
|
1.125% and 0.125%
|
2014 Credit Facility
|
$
|
—
|
|
January 31, 2024
|
(3)
|
0.875% - 1.750%
|
0.000% - 0.750%
|
1.125% and 0.125%
|
2013 Term Loan
|
$
|
1,000.0
|
|
January 31, 2024
|
|
0.875% - 1.750%
|
0.000% - 0.750%
|
1.125% and 0.125%
|
2019 Term Loan
|
$
|
1,300.0
|
|
February 13, 2020
|
|
0.550% - 1.375%
|
0.000% - 0.375%
|
0.800% and 0.000%
|
(2)
|
Represents interest rate above LIBOR for LIBOR based borrowings and the interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
|
(3)
|
Subject to two optional renewal periods.
|
|
|
|
|
Compliance Tests For The 12 Months Ended
March 31, 2019
($ in billions)
|
||
|
|
Ratio (1)
|
|
Additional Debt Capacity Under Covenants (2)
|
|
Capacity for Adjusted EBITDA Decrease Under Covenants (3)
|
Consolidated Total Leverage Ratio
|
|
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
|
|
~ $7.6
|
|
~ $1.3
|
Consolidated Senior Secured Leverage Ratio
|
|
Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00
|
|
~ $11.5 (4)
|
|
~ $3.8
|
(1)
|
Each component of the ratio as defined in the applicable loan agreement.
|
(2)
|
Assumes no change to Adjusted EBITDA.
|
(3)
|
Assumes no change to our debt levels.
|
(4)
|
Effectively, however, additional Senior Secured Debt under this ratio would be limited to the capacity under the Consolidated Total Leverage Ratio.
|
|
Issuer or Borrower
|
Notes/Securities Issued
|
Conditions Limiting Distributions of Excess Cash
|
Excess Cash Distributed During the Three Months Ended March 31, 2019
|
DSCR as of March 31, 2019
|
Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)
|
Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
|
|
Cash Trap DSCR
|
Amortization Period
|
|||||||
|
|
|
|
|
(in millions)
|
|
(in millions)
|
(in millions)
|
2015 Securitization
|
GTP Acquisition Partners
|
American Tower Secured Revenue Notes, Series 2015-1 and Series 2015-2
|
1.30x, Tested Quarterly (2)
|
(3)(4)
|
$60.7
|
9.33x
|
$214.4
|
$218.4
|
Trust Securitizations
|
AMT Asset Subs
|
Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R
|
1.30x, Tested Quarterly (2)
|
(3)(5)
|
$150.6
|
11.22x
|
$592.4
|
$601.4
|
(1)
|
Based on the net cash flow of the applicable issuer or borrower as of
March 31, 2019
and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
|
(2)
|
Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower.
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(3)
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An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
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(4)
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No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
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(5)
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An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4.
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CONTROLS AND PROCEDURES
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ITEM 1.
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LEGAL PROCEEDINGS
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ITEM 1A.
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RISK FACTORS
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ITEM 6.
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EXHIBITS
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Exhibit No.
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Description of Document
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3.1
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3.2
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3.3
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4.1
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10.1
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10.2
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10.3
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10.4
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31.1
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31.2
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32
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition
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A
MERICAN
T
OWER
C
ORPORATION
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|||
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Date: May 3, 2019
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By:
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/S/
THOMAS A. BARTLETT
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Thomas A. Bartlett
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of American Tower Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 3, 2019
|
|
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By:
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/
S
/ J
AMES
D. T
AICLET
|
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James D. Taiclet
|
|
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Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of American Tower Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
||
Date: May 3, 2019
|
|
|
|
By:
|
/
S
/ T
HOMAS
A. B
ARTLETT
|
|
|
|
|
|
Thomas A. Bartlett
|
|
|
|
|
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Executive Vice President and Chief Financial Officer
|
|
|
|
|
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|
|
Date: May 3, 2019
|
|
|
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By:
|
|
/
S
/ J
AMES
D. T
AICLET
|
|
|
|
|
|
|
James D. Taiclet
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|||
Date: May 3, 2019
|
|
|
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By:
|
|
/
S
/ T
HOMAS
A. B
ARTLETT
|
|
|
|
|
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Thomas A. Bartlett
|
|
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|
|
|
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Executive Vice President and Chief Financial Officer
|