ACQUISITIONS

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Impact of current year acquisitions—The Company typically acquires communications sites and other communications infrastructure assets from wireless carriers or other tower operators and subsequently integrates those sites and related assets into its existing portfolio of communications sites and related assets. In the United States, acquisitions may also include data center facilities and related assets. The financial results of the Company’s acquisitions have been included in the Company’s consolidated statements of operations for the six months ended June 30, 2023 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 depend on, 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. Communications sites acquired from communications service providers may never have been operated as a business and may instead 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 Company evaluates each of its acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase price is allocated to the assets acquired, with no recognition of goodwill.

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 in Other operating expenses in the consolidated statements of operations; for transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price. Acquisition and merger related costs may include finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees and general administrative costs directly related to completing the transaction.

Integration costs include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable the Company to operate acquired businesses or assets efficiently. The Company recognizes integration costs in the period in which they are incurred and services are received in Other operating expenses in the consolidated statements of operations.

During the three and six months ended June 30, 2023 and 2022, the Company recorded acquisition and merger related expenses for business combinations and non-capitalized asset acquisition costs and integration costs as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Acquisition and merger related expenses	$	1.6	$	3.5	$	6.6	$	9.2
Integration costs	$	8.1	$	14.8	$	10.7	$	24.8

During the six months ended June 30, 2022, the Company also recorded benefits of $4.3 million, related to pre-acquisition contingencies and settlements.

2023 Transactions

The estimated aggregate impact of the acquisitions completed in 2023 on the Company’s revenues and gross margin for the three and six months ended June 30, 2023 was not material to the Company’s operating results.

Other Acquisitions—During the six months ended June 30, 2023, the Company acquired a total of 68 communications sites, as well as other communications infrastructure assets, in the United States, Canada, France, Poland and Spain for an aggregate purchase price of $51.7 million. Of the aggregate purchase price, $9.3 million is reflected as a payable in the consolidated balance sheet as of June 30, 2023. These acquisitions were accounted for as asset acquisitions.

The following table summarizes the allocations of the purchase prices for the fiscal year 2023 acquisitions based upon their estimated fair value at the date of acquisition:


	Other
Current assets	$	5.1

Property and equipment	25.4
Intangible assets (1):
Tenant-related intangible assets	19.9
Network location intangible assets	2.6

Other non-current assets	1.4
Current liabilities	(0.5)

Other non-current liabilities	(2.2)
Net assets acquired	51.7

Fair value of net assets acquired	51.7


Purchase price	$	51.7

_______________

(1)Tenant-related intangible assets and network location intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.