Acquisitions and Other Transactions | Acquisitions and Other Transactions The estimates of the fair value of the assets or rights acquired and liabilities assumed at the date of the applicable acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). The primary areas of the accounting for the acquisitions that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, which may include contingent consideration, residual goodwill and any related tax impact. The fair value of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it evaluates any necessary information prior to finalization of the fair value. During the measurement period, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the revised estimated values of those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair value is reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments are included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the condensed consolidated financial statements could be subject to a possible impairment of the intangible assets or goodwill, or require acceleration of the amortization expense of intangible assets in subsequent periods. During the nine months ended September 30, 2015 , the Company made certain measurement period adjustments related to several acquisitions consummated in 2014 and therefore retrospectively adjusted the fair value of the assets acquired and liabilities assumed in the condensed consolidated balance sheet as of December 31, 2014 . Impact of current year acquisitions —The Company typically acquires communications sites from wireless carriers or other tower operators and subsequently integrates those sites into its existing portfolio of communications sites. The financial results of the Company’s acquisitions have been included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2015 from the date of the respective acquisition. The date of acquisition, and by extension the point at which the Company begins to recognize the results of an acquisition, may be dependent upon, among other things, the receipt of contractual consents, the commencement and extent of leasing arrangements and the timing of the transfer of title or rights to the assets, which may be accomplished in phases. Sites acquired from communications service providers may never have been operated as a business and may have been utilized solely by the seller as a component of its network infrastructure. An acquisition may or may not involve the transfer of business operations or employees. The estimated aggregate impact of the 2015 acquisitions and the Verizon Transaction on the Company’s revenues and gross margin for the three months ended September 30, 2015 was approximately $172.8 million and $76.8 million , respectively, and the estimated aggregate impact for the nine months ended September 30, 2015 was approximately $289.1 million and $132.9 million , respectively. The revenues and gross margin amounts also reflect incremental revenues from the addition of new tenants to such sites subsequent to the transaction date. Incremental amounts of segment selling, general, administrative and development expense have not been reflected, as the amounts attributable to transactions are not comparable. For those acquisitions accounted for as business combinations, the Company recognizes acquisition and merger related expenses in the period in which they are incurred and services are received. Acquisition and merger related expenses may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees, fair value adjustments to contingent consideration and general administrative costs directly related to the transaction. Integration costs include incremental and non-recurring costs necessary to convert data, retain employees and otherwise enable the Company to operate new businesses efficiently. The Company records acquisition and merger related expenses, as well as integration costs, in Other operating expenses in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2015 and 2014 , the Company recorded the following acquisition and merger related expenses and integration costs (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Acquisition and merger related expenses (1) $ 8,587 $ 4,051 $ 16,574 $ 18,657 Integration costs $ 5,938 $ 5,205 $ 12,218 $ 10,891 (1) Acquisition and merger related expenses for the nine months ended September 30, 2015 do not reflect approximately $9.9 million of transaction costs related to the Verizon Transaction as these costs have been capitalized as part of the assets’ fair value. Verizon Transaction On March 27, 2015, the Company completed its acquisition of the exclusive right to lease, acquire or otherwise operate and manage 11,448 wireless communications sites from Verizon for approximately $5.053 billion in cash pursuant to the Master Agreement entered into on February 5, 2015 and the related Master Prepaid Lease, Management Agreement, Sale Site Master Lease Agreement and MPL Site Master Lease Agreement, subject to certain post-closing adjustments. The Company, through its wholly-owned subsidiary, leased or subleased from certain Verizon subsidiaries 11,285 communications sites, including the interest in the land, the tower and certain related improvements and tower related assets pursuant to the Master Prepaid Lease. Under the Master Prepaid Lease, the Company has the exclusive right to lease and operate the Verizon communications sites for a weighted average term of approximately 28 years and the Company will have the option to purchase the communications sites in various tranches at the end of the respective lease or sublease terms at a fixed amount stated in the sublease for such tranche plus the fair market value of certain alterations made to the related towers. The Company accounted for the payment with respect to the leased sites as a capital lease and the respective lease and non-lease elements related to tower assets and intangible assets, as described below. The total consideration allocated to this element of the overall transaction was $4.964 billion , which included approximately $9.9 million of transaction costs. In addition, the Company, through its wholly-owned subsidiary, acquired 163 communications sites. The Company accounted for these sites as a business combination and the purchase price of $99.0 million is reflected below in “2015 Acquisitions.” Upon closing, the Company agreed to lease, sublease or otherwise make available collocation space at each of the communications sites to Verizon for an initial non-cancellable term of ten years , subject to automatic extension for eight additional five -year renewal terms. The initial collocation rent is $1,900 per month for each communications site, with annual rent increases of 2% . The Company funded the Verizon Transaction with (i) proceeds from its concurrent registered public offerings of its common stock and Series B Preferred Stock, (ii) borrowings under the Company’s revolving credit facilities and (iii) cash on hand. The Company included the Verizon Transaction in the unaudited pro forma financial results included herein as if the capital lease began on January 1, 2014. Management relied on various estimates and assumptions due to the fact that Verizon did not operate the sites as a business and the sites were utilized primarily by Verizon as a component of its network infrastructure. The following table summarizes the allocation of consideration transferred for the 11,285 communications sites under the Master Prepaid Lease (in thousands). Balances are reflected in the accompanying condensed consolidated balance sheets as of September 30, 2015 and represent the asset balances of the capital lease. Current assets $ 6,079 Non-current assets 144,921 Property and equipment 2,044,900 Intangible assets (1): Customer-related intangible assets 1,856,972 Network location intangible assets 1,172,622 Current liabilities (10,747 ) Other non-current liabilities (2) (250,530 ) Fair value of consideration transferred (3) $ 4,964,217 (1) Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years . (2) Primarily represents liabilities recorded for asset retirement obligations. (3) Includes approximately $9.9 million of transaction costs, which have been capitalized as part of the assets’ fair value, $5.6 million of which was paid during the nine months ended September 30, 2015 . The acquisitions described below under “2015 Acquisitions” and “2014 Acquisitions” are accounted for as business combinations and are consistent with the Company’s strategy to expand in selected geographic areas. 2015 Acquisitions Airtel Acquisition —On July 1, 2015, the Company acquired 4,699 communications sites in Nigeria from certain of Bharti Airtel Limited’s subsidiaries (“Airtel”), and subsequently acquired one additional site, pursuant to its previously announced agreement for a total purchase price of approximately $1.109 billion , including value added tax. Of this purchase price, $806.5 million was paid during the three months ended September 30, 2015 , with the remainder to be paid prior to January 15, 2016. The purchase price is subject to post-closing adjustments. TIM Acquisition— On April 29, 2015, the Company acquired 4,176 communications sites from TIM pursuant to its previously announced agreement for a purchase price of approximately 1.9 billion BRL (approximately $644.3 million at the date of acquisition). On September 30, 2015, the Company acquired an additional 1,125 communications sites from TIM for an initial aggregate purchase price of 516.9 million BRL (approximately $130.9 million at the date of acquisition). The purchase prices are subject to post-closing adjustments. Pursuant to the terms of the agreement, the Company has the ability to purchase the remaining sites as they become available through October 2016. Following these closings, the amount of the letters of credit with Banco Santander was reduced to approximately 47.8 million BRL (approximately $12.0 million ), corresponding to certain obligations related to the Company’s acquisition agreement. Other International Acquisitions —During the nine months ended September 30, 2015 , the Company acquired a total of 399 communications sites and related assets in Brazil, India and Uganda for an aggregate purchase price of $16.2 million , which was satisfied with cash consideration and by the issuance of credits to be applied against trade accounts receivable. The purchase prices are subject to post-closing adjustments. U.S. Acquisitions —During the nine months ended September 30, 2015 , the Company acquired a total of 199 communications sites and equipment, as well as three property interests, in the United States for an aggregate purchase price of $128.7 million (including $1.3 million for the estimated fair value of contingent consideration). Included in these sites are the 163 communications sites acquired as part of the Verizon Transaction, described above. The purchase prices are subject to post-closing adjustments. The following table summarizes the preliminary allocation of the purchase price for the fiscal year 2015 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the accompanying condensed consolidated balance sheet as of September 30, 2015 . Airtel TIM Other International U.S. Current assets $ 15,828 $ — $ — $ 179 Non-current assets 69,224 — 324 — Property and equipment 414,065 259,945 8,762 30,554 Intangible assets (1): Customer-related intangible assets 232,350 361,829 3,537 50,225 Network location intangible assets 309,902 117,084 3,178 31,464 Current liabilities (4,246 ) — — (336 ) Other non-current liabilities (12,507 ) (24,338 ) (333 ) (3,040 ) Net assets acquired 1,024,616 714,520 15,468 109,046 Goodwill (2) 84,035 60,696 700 19,677 Fair value of net assets acquired 1,108,651 775,216 16,168 128,723 Debt assumed — — — — Purchase Price $ 1,108,651 $ 775,216 $ 16,168 $ 128,723 (1) Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years . (2) Goodwill was allocated to the Company’s rental and management segments. The Company expects goodwill recorded in its domestic rental and management segment will be deductible for tax purposes. The Company expects goodwill recorded in its international rental and management segment will not be deductible for tax purposes, except for in India, where goodwill is expected to be deductible. 2014 Acquisitions BR Towers Acquisition —On November 19, 2014, the Company completed the acquisition of 100% of the equity interests of BR Towers. At closing, BR Towers owned 2,504 towers and four property interests, as well as the exclusive use rights for 2,113 additional towers and 43 property interests in Brazil. The Company completed the acquisition for an estimated preliminary purchase price of approximately $568.9 million , which was subsequently reduced to approximately $558.7 million during the nine months ended September 30, 2015 . In addition, the Company paid approximately $61.1 million to acquire all outstanding preferred equity and assumed approximately $261.1 million of BR Towers’ existing indebtedness. As of September 30, 2015 , the remaining balance of the debt assumed was $82.6 million . Richland Acquisition —On April 3, 2014, the Company, through one of its wholly-owned subsidiaries, acquired entities holding a portfolio of 59 communications sites, which at the time of acquisition were leased primarily to radio and television broadcast tenants, and four property interests in the United States from Richland Properties LLC and other related entities (“Richland”) for an aggregate purchase price of $189.4 million , which was subsequently reduced to $188.9 million during the nine months ended September 30, 2015 . In addition, the Company assumed $196.5 million of Richland’s existing indebtedness, which it repaid in June 2014. Other International Acquisitions —During the year ended December 31, 2014, the Company acquired 159 additional communications sites and related assets in Brazil, Ghana, Mexico and Uganda, for an aggregate purchase price of $28.3 million (including value added tax of $1.2 million ). The Company also acquired 299 communications sites in Mexico for a purchase price of $40.3 million (including value added tax of $5.6 million ), which reflected approximately $3.4 million of net liabilities assumed. Total purchase price was satisfied by the issuance of approximately $36.3 million of credits to be applied against trade accounts receivable and cash consideration of approximately $4.0 million . The allocation of the purchase price for these acquisitions was finalized during the year ended December 31, 2014. Other U.S. Acquisitions —During the year ended December 31, 2014, the Company acquired 184 additional communications sites and equipment, as well as six property interests, in the United States for an aggregate purchase price of $180.8 million (including $6.3 million for the estimated fair value of contingent consideration). The purchase prices are subject to post-closing adjustments. The following table summarizes the updated allocation of the purchase price for the fiscal year 2014 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the accompanying condensed consolidated balance sheets herein. BR Towers Richland (1) Other U.S. Current assets $ 31,568 $ 8,583 $ 332 Non-current assets 9,365 — 1,041 Property and equipment 135,916 154,899 38,092 Intangible assets (2): Customer-related intangible assets 495,151 186,455 88,490 Network location intangible assets 135,549 3,409 38,470 Other intangible assets 33,095 — — Current liabilities (24,012 ) (3,635 ) (1,997 ) Other non-current liabilities (101,814 ) (2,922 ) (1,675 ) Net assets acquired 714,818 346,789 162,753 Goodwill (3) 166,097 44,128 18,069 Fair value of net assets acquired 880,915 390,917 180,822 Debt assumed (4) (261,136 ) (201,999 ) — Preferred stock outstanding (61,056 ) — — Purchase Price $ 558,723 $ 188,918 $ 180,822 (1) The allocation of the purchase price was finalized during the nine months ended September 30, 2015 . (2) Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years . Other intangible assets are amortized on a straight-line basis over the life of the lease, which is a period of 11 years . (3) Goodwill was allocated to the Company’s rental and management segments, and the Company expects goodwill recorded will be deductible for tax purposes except for goodwill associated with BR Towers, where goodwill is expected to be partially deductible. (4) Assumed BR Towers debt approximated fair value at the date of acquisition and included $11.5 million of current indebtedness. Assumed Richland debt included $196.5 million of Richland’s indebtedness and a fair value adjustment of $5.5 million . The fair value adjustments were based primarily on reported market values using Level 2 inputs. The following table summarizes the preliminary allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the fiscal year 2014 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the consolidated balance sheets in the 2014 Form 10-K. BR Towers Richland Other U.S. Current assets $ 31,832 $ 8,583 $ 797 Non-current assets 9,135 — — Property and equipment 141,422 185,777 38,413 Intangible assets (1): Customer-related intangible assets 495,279 169,452 89,990 Network location intangible assets 136,233 1,700 39,470 Other intangible assets 37,664 — — Current liabilities (23,930 ) (3,635 ) (1,997 ) Other non-current liabilities (101,508 ) (2,922 ) (1,675 ) Net assets acquired 726,127 358,955 164,998 Goodwill (2) 164,955 32,423 15,824 Fair value of net assets acquired 891,082 391,378 180,822 Debt assumed (3) (261,136 ) (201,999 ) — Preferred stock outstanding (61,056 ) — — Purchase Price $ 568,890 $ 189,379 $ 180,822 (1) Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years . Other intangible assets are amortized on a straight-line basis over the life of the lease, which is a period of 11 years . (2) Goodwill was allocated to the Company’s rental and management segments, and the Company expects goodwill recorded will be deductible for tax purposes except for goodwill associated with BR Towers where goodwill is expected to be partially deductible. (3) Assumed BR Towers debt approximated fair value at the date of acquisition and included $11.5 million of current indebtedness. Richland debt assumed included $196.5 million of Richland’s indebtedness and a fair value adjustment of $5.5 million . The fair value adjustments were based primarily on reported market values using Level 2 inputs. Pro Forma Consolidated Results The following table presents the unaudited pro forma financial results as if the 2015 acquisitions, as well as the Verizon Transaction described above, had occurred on January 1, 2014 and the 2014 acquisitions had occurred on January 1, 2013 (in thousands, except per share data). Management relied on various estimates and assumptions due to the fact that some of the transactions never operated as a business and were utilized solely by the seller as a component of their network infrastructure. As a result, historical operating results may not be available. The pro forma results do not include any anticipated cost synergies, costs or other integration impacts. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the transactions been completed on the dates indicated, nor are they indicative of the future operating results of the Company. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Pro forma revenues $ 1,243,347 $ 1,262,421 $ 3,749,564 $ 3,739,837 Pro forma net income attributable to American Tower Corporation common stockholders $ 76,489 $ 139,673 $ 356,060 $ 453,520 Pro forma net income per common share amounts: Basic net income attributable to American Tower Corporation common stockholders $ 0.18 $ 0.33 $ 0.84 $ 1.08 Diluted net income attributable to American Tower Corporation common stockholders $ 0.18 $ 0.33 $ 0.83 $ 1.07 Acquisition-Related Contingent Consideration The Company may be required to pay additional consideration under certain agreements for the acquisition of communications sites if specific conditions are met or events occur. In Colombia and Ghana, the Company may be required to pay additional consideration upon the conversion of certain barter agreements with other wireless carriers to cash-paying lease agreements. In the United States, the Company may be required to pay additional consideration if certain pre-designated tenant leases commence during a specified period of time. A summary of the value of the Company’s contingent consideration is as follows (in thousands): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Maximum potential value (1) Estimated value at September 30, 2015 (2) Additions (3) Settlements Change in Fair Value Additions (3) Settlements Change in Fair Value Colombia $ 22,642 $ 15,123 $ — $ — $ — $ — $ — $ — Costa Rica — — — (175 ) — — (1,898 ) — Ghana 577 577 — — 99 — — 99 United States 2,788 2,788 — (3,233 ) — 1,311 (4,863 ) — Total $ 26,007 $ 18,488 $ — $ (3,408 ) $ 99 $ 1,311 $ (6,761 ) $ 99 (1) The maximum potential value is based on exchange rates at September 30, 2015 . The minimum value could be zero . (2) Estimate is determined using a probability weighted average of expected outcomes as of September 30, 2015 . (3) Based on preliminary acquisition accounting upon closing of certain acquisitions during the three and nine months ended September 30, 2015 . For more information regarding contingent consideration, see note 7. |