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8-K/A - FORM 8-K AMENDMENT - SBA COMMUNICATIONS CORPd450876d8ka.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. - SBA COMMUNICATIONS CORPd450876dex993.htm
EX-99.1 - TOWERCO II HOLDINGS LLC UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS - SBA COMMUNICATIONS CORPd450876dex991.htm
EX-23.1 - CONSENT OF MCGLADREY LLP, INDEPENDENT AUDITOR. - SBA COMMUNICATIONS CORPd450876dex231.htm

Exhibit 99.2

TowerCo II Holdings LLC

and Subsidiaries

Consolidated Financial Report

December 31, 2011


Contents

 

 

Independent Auditor’s Report

   1

Financial Statements

  

Consolidated balance sheet

   2

Consolidated statement of income

   3

Consolidated statement of members’ interest

   4

Consolidated statement of cash flows

   5 - 6

Notes to consolidated financial statements

   7 - 16

 

 


Independent Auditor’s Report

To the Board of Representatives

TowerCo II Holdings LLC

Cary, North Carolina

We have audited the accompanying consolidated balance sheet of TowerCo II Holdings LLC and subsidiaries (the “Company”) as of December 31, 2011, and the related consolidated statements of income, members’ interest, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TowerCo II Holdings LLC and subsidiaries as of December 31, 2011, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ McGladrey LLP

Raleigh, North Carolina

February 15, 2012, except for

Note 9, as to which the date

is December 14, 2012

Member of the RSM International network of independent accounting, tax and consulting firms.

 

1


TowerCo II Holdings LLC and Subsidiaries

Consolidated Balance Sheet

December 31, 2011

(Dollars in Thousands)

 

 

Assets

  

Current Assets

  

Cash and cash equivalents

   $ 10,025   

Accounts receivable, less allowance for doubtful accounts of $51

     478   

Prepaid expenses and other

     8,309   
  

 

 

 

Total current assets

     18,812   

Property, Equipment and Leasehold Improvements, net

     505,538   

Network Location Intangibles, net

     152,151   

Debt Issuance Costs, net

     6,622   

Other

     34,477   
  

 

 

 

Total assets

   $ 717,600   
  

 

 

 

Liabilities and Members’ Interest

  

Current Liabilities

  

Accounts payable

   $ 2,042   

Accrued expenses

     17,038   

Current portion of long-term debt

     4,000   
  

 

 

 

Total current liabilities

     23,080   

Asset Retirement Obligation

     30,192   

Long-Term Debt, less current portion

     397,000   

Other Long-Term Liabilities

     46,751   
  

 

 

 

Total liabilities

     497,023   

Commitments (Notes 4 and 6)

  

Members’ Interest

     220,577   
  

 

 

 

Total liabilities and members’ interest

   $ 717,600   
  

 

 

 

See Notes to Consolidated Financial Statements.

 

2


TowerCo II Holdings LLC and Subsidiaries

Consolidated Statement of Income

Year Ended December 31, 2011

(Dollars in Thousands)

 

 

Revenues

   $ 140,319   
  

 

 

 

Operating expenses:

  

Cost of operations, excluding depreciation, amortization and accretion expenses

     70,639   

Selling, general and administrative expenses

     14,886   

Depreciation, amortization and accretion expenses

     54,567   
  

 

 

 

Total operating expenses

     140,092   
  

 

 

 

Income from operations

     227   
  

 

 

 

Other (expense) income:

  

Interest expense

     (22,198

Change in value of interest rate caps

     (1,535

Net loss on disposal of property, equipment and leasehold improvements

     (481

Loss on early extinguishment of debt

     (6,620

Interest income

     1   
  

 

 

 

Total other expense

     (30,833
  

 

 

 

Loss before income taxes

     (30,606

Income tax provision

     (59
  

 

 

 

Net loss

   $ (30,665
  

 

 

 

See Notes to Consolidated Financial Statements.

 

3


TowerCo II Holdings LLC and Subsidiaries

Consolidated Statement of Members’ Interest

Year Ended December 31, 2011

(Dollars in Thousands)

 

 

Balance at December 31, 2010

     451,633   

Distributions

     (200,391

Net loss

     (30,665
  

 

 

 

Balance at December 31, 2011

   $ 220,577   
  

 

 

 

See Notes to Consolidated Financial Statements.

 

4


TowerCo II Holdings LLC and Subsidiaries

Consolidated Statement of Cash Flows

Year Ended December 31, 2011

(Dollars in Thousands)

 

 

Cash Flows From Operating Activities

  

Net loss

   $ (30,665

Adjustments to reconcile net loss to net cash provided by operating activities:

  

Depreciation, amortization and accretion expenses

     54,567   

Amortization of debt issuance costs in interest expense

     1,400   

Provision for doubtful accounts

     (9

Change in value of interest rate caps

     1,535   

Net loss on disposal of property, equipment and leasehold improvements

     481   

Loss on early extinguishment of debt

     6,620   

Changes in assets and liabilities:

  

Decrease in accounts receivable

     212   

Increase in prepaid expenses and other

     (14,943

Increase in accounts payable, accrued expenses and other long-term liabilities

     8,776   
  

 

 

 

Net cash provided by operating activities

     27,974   
  

 

 

 

Cash Flows From Investing Activities

  

Purchase of property, equipment and leasehold improvements

     (24,926

Purchase of intangible assets

     (177

Purchase of interest rate caps

     (1,068

Proceeds from sale of property, equipment, intangibles, and leasehold improvements

     202   
  

 

 

 

Net cash used in investing activities

     (25,969
  

 

 

 

Cash Flows From Financing Activities

  

Proceeds from issuance of long-term debt

     409,000   

Payments on long-term debt

     (208,000

Debt issuance costs

     (7,856

Distributions to members

     (200,391
  

 

 

 

Net cash used in financing activities

     (7,247
  

 

 

 

(Continued)

 

5


TowerCo II Holdings LLC and Subsidiaries

Consolidated Statement of Cash Flows (Continued)

Year Ended December 31, 2011

(Dollars in Thousands)

 

 

Net decrease in cash and cash equivalents

   $ (5,242

Cash and cash equivalents:

  

Beginning

     15,267   
  

 

 

 

Ending

   $ 10,025   
  

 

 

 

Supplemental Disclosures of Cash Flow Information

  

Income taxes paid

   $ 180   
  

 

 

 

Interest paid

   $ 21,012   
  

 

 

 

Supplemental Schedule of Noncash Investing and Financing Activities

  

Asset retirement obligation incurred in connection with purchase of property, equipment, and leasehold improvements and ground lease amendments

   $ 1,275   
  

 

 

 

See Notes to Consolidated Financial Statements.

 

6


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

Note 1. Nature of Business and Significant Accounting Policies

TowerCo II Holdings LLC (“TowerCo”) was formed as a Delaware limited liability company on April 16, 2008. The majority of the Class A Units are held by Tailwind Holdings (“ERISA”) UBTI, LP, Tailwind TowerCo II Holdings LLC, Soros Strategic Partners II LP, Altpoint TowerCo Holdings LLC, and Vulcan Tower Holdings LLC (see Note 8).

TowerCo and its wholly owned subsidiaries (collectively referred to as the “Company”) develop and own communication towers in 46 states, Puerto Rico and the District of Columbia. At December 31, 2011, the Company owns 3,243 tower sites and generates revenues by leasing space on these towers primarily to wireless service providers. The Company intends to actively build and acquire additional communication towers.

A summary of the Company’s significant accounting policies follows:

Basis of presentation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of TowerCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates made by management relate to the fair value and estimated useful lives of long-lived assets, accrued tower construction costs, valuation of management units and assumptions related to asset retirement obligations. These estimates ultimately may differ from actual results and such differences could be material.

Revenue recognition: Revenues from leasing and licensing activities are recognized when earned based on lease or license agreements. Rate increases based on fixed escalation clauses that are included in lease or license agreements are recognized on a straight-line basis over the non-cancelable term of the license or lease. This amount related to the straight-lining of tenant leases is $26.9 million at December 31, 2011 and is reflected in Other assets on the consolidated balance sheet. Revenues from fees, such as structural analysis fees and site inspection fees, are recognized upon delivery of the related product or service. Amounts received but not yet earned are reflected as unearned revenue. Unearned revenue of $10.1 million and $3.4 million, respectively, are expected to be recognized as revenue during 2012 and during periods subsequent to 2012.

Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, the Company maintains deposits with banks in amounts in excess of federal depository insurance limits but believes such amounts do not represent a significant credit risk. Cash and cash equivalents also include restricted cash of approximately $50,000.

Property, equipment and leasehold improvements: Property, equipment and leasehold improvements are recorded at cost or at estimated fair value (in the case of acquired properties), adjusted for asset impairment and estimated asset retirement obligations. The Company capitalizes costs incurred in bringing property and equipment to an operational state. Costs clearly associated with the acquisition, development and construction of property and equipment are capitalized as a cost of the assets. Indirect costs that relate to several assets are capitalized and allocated to the assets to which the costs relate. Indirect costs that do not clearly relate to projects under development or construction are charged to expense as incurred.

 

7


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 1. Nature of Business and Significant Accounting Policies (Continued)

 

Depreciation on property and equipment, excluding towers, is computed using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. Depreciation on towers is computed using the straight-line method over the estimated useful life of the shorter of 15 years or the minimum lease term of the underlying ground lease, including estimated renewals. Depreciation on leasehold improvements is computed using the straight-line method over the shorter of the expected lease term or the estimated useful life of the leasehold improvements.

The Company evaluates property, equipment, and leasehold improvements, as well as network location intangibles, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of these assets is based on an estimate of the undiscounted future cash flows resulting from the use of the assets and their eventual disposition. In the event such cash flows are not expected to be sufficient to recover the carrying value of the assets, the useful lives of the assets are revised or the assets are written down to their estimated fair values.

Expenditures for maintenance and repairs are expensed as incurred. Betterments, improvements and extraordinary repairs which increase the value or extend the life of an asset are capitalized and depreciated over the remaining estimated useful life of the respective asset.

Network location intangibles: At the acquisition date of towers, the Company classifies the fair value of future tenant leases anticipated to be added to acquired towers as network location intangibles. These intangibles are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years. Amortization is provided using the straight-line method over the estimated useful life, as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the assets.

Debt issuance costs: The Company capitalizes costs relating to the issuance of long-term debt. The costs are amortized using the straight-line method over the term of the related debt, which approximates the effective interest method.

Asset retirement obligation: The Company complies with the provisions of the Asset Retirement and Environmental Obligations topic of the FASB Accounting Standards Codification (“ASC 410”). ASC 410 addresses the financial accounting and reporting requirements associated with the Company’s contractual or legal obligation to retire tangible long-lived assets and the related asset retirement costs.

The fair value of a liability for asset retirement obligations is recognized in the period in which it is incurred and can be reasonably estimated. Such asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life. Fair value estimates of liabilities for asset retirement obligations generally involve discounting of estimated future cash flows. Periodic accretion of such liabilities due to the passage of time is recorded as an accretion expense as part of operating expenses. The Company has certain legal obligations related to tower assets, principally obligations to remediate leased land on which certain of the Company’s tower assets are located. The significant assumptions used in estimating the Company’s aggregate asset retirement obligation are: timing of tower removals; cost of tower removals; timing and number of land lease renewals; expected inflation rates; and credit-adjusted risk-free interest rates that approximate the Company’s incremental borrowing rate.

 

8


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 1. Nature of Business and Significant Accounting Policies (Continued)

 

Activity in the asset retirement obligation for the year ended December 31, 2011 is as follows (in thousands):

 

Balance, beginning

   $ 27,240   

Additions

     242   

Adjustments due to lease amendments

     1,033   

Discharge of asset retirement obligation

     (797

Accretion due to passage of time

     2,474   
  

 

 

 

Balance, ending

   $ 30,192   
  

 

 

 

Significant concentrations and credit risk: The Company’s credit risk consists primarily of accounts receivable with national, regional and local wireless communications providers. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral. The following is a list of significant customers and the percentage of total revenue derived from such customers for the year ended December 31, 2011.

 

Sprint Nextel

     55.7

AT&T

     10.4   
  

 

 

 
     66.1
  

 

 

 

Sprint Nextel accounted for 5.6% of total accounts receivable at December 31, 2011. AT&T accounted for 11.8% of total accounts receivable at December 31, 2011. Three other customers comprised 21.0%, 17.1% and 11.8% of total accounts receivable at December 31, 2011.

Income taxes: The Company is a limited liability corporation (“LLC”) and is treated as a partnership for federal and state income tax purposes, except for those states that do not recognize pass-through treatment and impose “entity-level” income taxes. Accordingly, income, losses and credits are passed through directly to the members. As an LLC, each member’s liability is limited to the extent of their individual capital account. However, one of the Company’s subsidiaries, TowerCo Staffing, Inc., is a taxable entity. For that subsidiary, the liability method is used in accounting for income taxes, and deferred income tax assets and liabilities are determined based on differences between the financial reporting and income tax basis of assets and liabilities.

As part of the process of preparing the consolidated financial statements, the Company is required to estimate income taxes in each of the jurisdictions in which it operates. This process involves estimating the actual current income tax liability together with assessing temporary differences resulting from differing treatment of items for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities. The Company must then assess the likelihood that its deferred income tax assets will be recovered from future taxable income. To the extent that the Company believes that recovery is not more likely than not, it must establish a valuation allowance. Significant management judgment is required in determining the provision for income taxes, deferred income tax assets and liabilities and any valuation allowance recorded against net deferred income tax assets.

 

9


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 1. Nature of Business and Significant Accounting Policies (Continued)

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2008.

Property taxes: The Company typically receives notifications and invoices in arrears for property taxes associated with the tangible personal property and real property used in its site leasing business. As a result, the Company recognizes property tax expense, which is reflected as a component of cost of operations, based on its best estimate of anticipated property tax payments related to the current period. The Company considers several factors in establishing this estimate, including the historical level of incurred property taxes, the location of the property, awareness of jurisdictional property value assessment methods and industry related property tax information. If estimates regarding anticipated property tax expenses are incorrect, a future increase or decrease in cost of operations may be required. Accrued property tax at December 31, 2011 is $1.8 million and reflected within accrued expenses on the consolidated balance sheet.

Financial instruments: The carrying amount of cash and cash equivalents approximates fair value for these instruments. The carrying amount of long-term debt approximates fair value due to its variable interest rate approximating a market rate. Interest rate caps are reported at fair value. These estimated fair value amounts have been determined using available market information or other appropriate valuation methodologies.

Derivative financial instruments: Derivative financial instruments are recognized as either assets or liabilities at their fair value in the balance sheet with the changes in the fair value reported in current period income. The only derivative financial instruments at December 31, 2011 are interest rate caps with a fair value of $0.1 million and these are reported on the balance sheet within other long-term assets. During February, 2011, the Company purchased three interest rate caps for $0.9 million which terminate in February 2014. During February, 2011, the Company also paid $0.1 million to extend the termination date of its existing interest rate caps, previously purchased for an aggregate amount of $2.9 million during 2009 and 2010, to February 2014. At December 31, 2011, the Company’s caps have a total notional amount of $200 million and require the bank to pay TowerCo an amount equal to the excess of the 3-month LIBOR over the cap rate of 3%, if any. The caps do not qualify for hedge accounting. Changes in the fair value of the instruments are recorded on the income statement as change in value of interest rate cap. The Company recognized losses of $1.5 million during 2011 on these instruments.

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using its derivative instruments is interest rate risk. An interest rate cap is entered into to manage interest rate risk associated with the Company’s variable-rate borrowings. The Company is exposed to credit losses in the event of significant changes of interest rates in the future.

Member interest-based compensation: Member interest-based compensation is recognized as compensation expense measured at fair value on the grant date in accordance with FASB ASC 718 Compensation – Stock Compensation.

 

10


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 1. Nature of Business and Significant Accounting Policies (Continued)

 

Costs of operations: Costs of operations consist of direct costs incurred to provide the related services including ground lease cost, tower maintenance and related real estate taxes. Costs of operations do not include depreciation and accretion expense on the related assets.

Losses on executory contracts: In connection with tower land leases and tower antenna space leases as further described in Note 4, certain tower sites may generate future lease expense in excess of current contractual lease revenue over the remaining term of the respective agreements. The Company recognizes losses on these executory contracts as incurred.

Employee benefit plans: The Company provides a 401(k) plan for the benefit of all its employees meeting specified eligibility requirements. The Company’s contribution was $0.3 million for the year ended December 31, 2011.

Note 2. Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements consist of the following at December 31, 2011 (in thousands):

 

Towers

   $ 574,361   

Land easements

     57,971   

Furniture and fixtures

     551   

Equipment

     1,820   

Leasehold improvements

     87   

Software

     885   

Autos

     123   
  

 

 

 
     635,798   

Less accumulated depreciation

     (131,903
  

 

 

 
     503,895   

Construction in progress

     1,643   
  

 

 

 
   $ 505,538   
  

 

 

 

Towers are generally located on land leased by the Company. Such leases generally have initial terms of five years with options for renewal. The Company assumes that tower land leases will be renewed through the life of the existing tenant leases. In order to secure permanent rights to land under its towers, the Company routinely purchases perpetual easements for that land.

 

11


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 3. Network Location Intangibles

When the Company acquires towers accounted for as asset acquisitions, the Company allocates the purchase price to property, equipment and leasehold improvements and any related tangible property and intangible assets, referred to as a “network location intangible”, based on their relative estimated fair values.

The gross and net carrying amounts for network location intangibles at December 31, 2011 are as follows (in thousands):

 

Gross carrying amount

   $ 194,586   

Less accumulated amortization

     (42,435
  

 

 

 

Network location intangibles, net

   $ 152,151   
  

 

 

 

Estimated amortization expense on the Company’s network intangibles is $13.0 million for each of the next five years.

Note 4. Leases

As lessee: The Company leases land and office facilities under noncancelable operating leases which have expiration dates at various times through 2111. Towers are generally located on land leased by the Company. Such leases generally have initial terms of five years with options for renewal. The following is a schedule of future minimum lease payments for operating leases for the years ending December 31, assuming renewal of tower land leases, to the extent contractually available, through the life of the existing tenant leases, including renewals (in thousands):

 

Year Ending December 31,

   Amount  

2012

   $ 52,385   

2013

     53,615   

2014

     54,697   

2015

     55,709   

2016

     56,879   

Thereafter

     987,786   
  

 

 

 
   $ 1,261,071   
  

 

 

 

Total rent expense incurred was $64.0 million for the year ended December 31, 2011. Rate increases based on fixed escalation clauses that are included in tower land lease agreements are recognized on a straight-line basis over the same period described above. This amount related to the straight-lining of tower land leases is $43.3 million at December 31, 2011 and is reflected in other long-term liabilities on the consolidated balance sheet.

 

12


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 4. Leases (Continued)

 

As lessor: The Company leases antenna space on multi-tenant towers to a variety of wireless service providers under noncancelable operating leases. The tenant leases are generally for initial terms of five to ten years and include options for renewal. Future minimum rental receipts under operating leases that have initial or remaining noncancelable terms are as follows (in thousands):

 

Year Ending December 31,

   Amount  

2012

   $ 132,667   

2013

     128,819   

2014

     121,183   

2015

     103,331   

2016

     69,508   

Thereafter

     295,349   
  

 

 

 
   $ 850,857   
  

 

 

 

Note 5. Income Taxes

The Company’s loss before income taxes for the year ended December 31, 2011 is broken down as follows (in thousands):

 

Income (loss) before income taxes:

  

Flow through entities

   $ (31,023

Taxable entity

     417   
  

 

 

 

Loss before income taxes

   $ (30,606
  

 

 

 

The reconciliation of income taxes computed at the U.S. federal statutory rate to income tax expense for the year ended December 31, 2011 is as follows:

 

Federal income tax benefit at statutory rate

     —  

Income taxes in taxable subsidiary

     0.19   
  

 

 

 

Effective income tax rate

     0.19
  

 

 

 

The Company’s taxable subsidiary, TowerCo Staffing, Inc., has deferred income tax amounts at December 31, 2011 as follows (in thousands):

 

Current:

  

Deferred income tax assets:

  

Accrued expenses

   $ 211   
  

 

 

 

Total net deferred income taxes, current

   $ 211   
  

 

 

 

 

13


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 6. Long-Term Debt

On November 24, 2009 the Company completed a $240 million Senior Secured Credit Facility (the “2009 Credit Facility”). The 2009 Credit Facility included a $200 million term loan (the “2009 Term Loan”) that bore interest at a rate of LIBOR plus 4%, with a LIBOR floor of 2%. The Company incurred costs of $7.5 million related to the 2009 Term Loan, which were being amortized over the 5-year life of the loan. The 2009 Term Loan required the Company to re-pay $0.5 million of principal at the end of each quarter. The 2009 Credit Facility also included a $40 million revolving line of credit (the “2009 Revolver”) that bore interest at a rate of LIBOR plus 3.75%, with a LIBOR floor of 2.0%. The Company incurred costs of $1.5 million related to the 2009 Revolver, which were being amortized over the 3-year life of the loan.

On February 2, 2011, the Company amended and restated the 2009 Credit Facility, creating a $440 million Senior Secured Credit Facility (the “2011 Credit Facility”). The 2011 Credit Facility includes a $400 million term loan (the “2011 Term Loan”) that bears interest at a rate of LIBOR plus 3.75%, with a LIBOR floor of 1.50%. The Company incurred costs of $7.3 million related to the 2011 Term Loan, which are being amortized over the 5-year life of the loan. The 2011 Term Loan requires that the Company re-pay $1 million of principal at the end of each quarter, beginning June 30, 2011 through December 31, 2016, with the $377 million balance due on February 2, 2017. The current portion of the long-term debt was $4.0 million at December 31, 2011.

The 2011 Credit Facility also includes a $40 million Revolving Line of Credit (the “2011 Revolver”). The 2011 Revolver bears interest at a rate of LIBOR plus 3.50%. In addition, the Company is required to pay a commitment fee of 0.50% per annum on undrawn portions of the 2011 Revolver and a $150,000 annual administrative fee. The 2011 Revolver expires on February 2, 2015, and any outstanding amounts under the 2011 Revolver are due at that date.

The outstanding amount under the 2011 Revolver was $4.0 million at December 31, 2011. In addition to the outstanding amount, at December 31, 2011 the Company was using $1.75 million of capacity on the 2011 Revolver to secure letters of credit securing removal bonds for towers. As such, the available borrowing under the 2011 Revolver was $34.25 million at December 31, 2011. The Company incurred costs of $0.5 million related to the 2011 Revolver, which are being amortized over the 4-year life of the loan.

The 2011 Credit Facility is collateralized by all of the tangible and intangible assets of the Company. The 2011 Credit Facility contains a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness; create liens on assets; merge with or acquire any other company; engage in certain transactions with affiliates; pay dividends or make capital distributions. In addition, the 2011 Credit Facility requires compliance with certain financial covenants including maintaining a maximum debt to pro forma Annualized EBITDA ratio, a minimum interest coverage ratio, and maximum capital expenditure limits, all as further defined in the 2011 Credit Facility. As of December 31, 2011 the Company was in compliance with all required debt covenants. The weighted average interest rate on outstanding borrowings under the 2011 Credit Facility was 5.25% at December 31, 2011. Accrued interest was $1.7 million at December 31, 2011 and primarily related to the credit facilities described above.

The Company accounted for the 2011 Credit Facility as an extinguishment of the 2009 Credit Facility, and recorded a loss on extinguishment of debt during 2011 of $6.6 million related to the write-off of unamortized debt issuance costs.

 

14


TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 7. Fair Value Measurements

Guidance provided by the FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:

 

Level 1:    Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2:    Financial instruments determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3:    Financial instruments that are not actively traded on an active exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

Assets measured at fair value on a recurring basis: The Company has interest rate caps which are measured at fair value on a recurring basis; that is, the instruments are measured at fair value at each reporting period. The following table presents the Company’s financial instruments carried on the balance sheet by level within the fair value hierarchy (as described above) as of December 31, 2011, for which a recurring change in fair value has been recorded during the year ended December 31, 2011 (in thousands):

 

      Quoted Prices
in Active
Markets for
Identical Assets

(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Total  

Interest rate caps

   $ —         $ 128       $ —         $ 128   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s interest rate caps require the bank to pay the Company an amount equal to the excess of the 3-month LIBOR over the cap rate of 3%, if any. The LIBOR cap rate is observable at commonly quoted intervals for the full term of the caps and is therefore considered a Level 2 item.

 

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TowerCo II Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Note 8. Members’ Interest

The Company has the authority to issue 740,591 Class A Units, 8,775,000 Class B Units, 8,775,000 Class C Units and 8,775,000 Class D Units. At December 31, 2011, there are 740,591 Class A Units, 8,535,350 Class B Units, 8,650,000 Class C Units and 7,600,000 Class D Units issued and outstanding. Class B Units, Class C Units, and Class D Units are nonvoting (“nonvoting units”). In February 2011, the Company distributed $200.4 million to holders of Class A units.

The Company issued all of the nonvoting units to employees at an aggregate purchase price of nil. Nonvoting units issued vest over three years and do not expire. Vesting can be accelerated upon a change of control as defined. As the nonvoting units were issued at an estimated de minimis fair value, no compensation expense was recorded related to the issuance or vesting. At December 31, 2011, there were 8,506,551, 8,299,500, and 7,600,000 vested Class B Units, vested Class C Units and vested Class D Units, respectively.

In corresponding alphabetical order of the class unit letter, each class of member interest has distribution preference over subsequent classes. For example, Class B Units are eligible to share in distributions only if all Class A Units have received minimum distributions, as defined in the agreements.

Note 9. Subsequent Events

On June 25, 2012, the Company entered into an agreement with SBA Communications Corp. (“SBA”) to sell the Company, excluding its wholly owned subsidiaries TowerCo Staffing, Inc. and TowerCo III Holdings LLC. The closing occurred on October 1, 2012 and the consideration paid by SBA was $1.2 billion in cash and 4.6 million shares of SBA Class A common stock.

In connection with, and immediately preceding, the above transaction, TowerCo III Holdings LLC and TowerCo Staffing, Inc. (collectively “TowerCo III”) were distributed to the owners of the Company. TowerCo III retained assets in amounts expected to be needed to satisfy certain liabilities that were also retained by TowerCo III. Those liabilities primarily relate to employee severance and commitments under an operating lease for office space.

The Company has performed an evaluation of events that have occurred subsequent to December 31, 2011 and as of December 14, 2012. There have been no subsequent events that occurred during such period, other than disclosed in the paragraph above, that would require disclosure or recognition in the consolidated financial statements as of or for the year ended December 31, 2011.

 

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