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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2014
Business Combination, Description [Abstract]  
Schedule of recognized identified assets acquired and liabilities assumed
The following table summarizes the preliminary allocation, unless otherwise noted, of the purchase price paid and the amounts of assets acquired and liabilities assumed for the fiscal year 2013 acquisitions. The allocation is based upon the estimated fair value at the date of acquisition (in thousands). Balances are reflected in the consolidated balance sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
 
 
Axtel Mexico (1)
 
NII Mexico (2)
 
NII Brazil
 
Z-Sites
 
Other International
 
Other U.S.
Current assets
 
$

 
$
61,183

 
$

 
$

 
$
4,863

 
$
1,220

Non-current assets
 
2,626

 
11,969

 
4,484

 
6,157

 
1,991

 
44

Property and equipment
 
86,100

 
147,364

 
105,784

 
24,832

 
44,844

 
23,803

Intangible assets (3):
 
 
 
 
 
 
 
 
 
 
 
 
     Customer-related intangible assets
 
119,392

 
135,175

 
149,333

 
64,213

 
20,590

 
29,325

     Network location intangible assets
 
43,031

 
63,791

 
93,867

 
17,123

 
20,727

 
7,607

Current liabilities
 

 

 

 

 

 
(454
)
Other non-current liabilities
 
(9,377
)
 
(10,478
)
 
(13,188
)
 
(1,502
)
 
(8,168
)
 
(786
)
Fair value of net assets acquired
 
$
241,772

 
$
409,004

 
$
340,280

 
$
110,823

 
$
84,847

 
$
60,759

Goodwill (4)
 
6,751

 
27,928

 
8,704

 
11,953

 
4,970

 
4,403

__________
(1)
The allocation of the purchase price was finalized during the year ended December 31, 2013.
(2)
Current assets includes approximately $60.3 million of value added tax.
(3)
Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(4)
Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will be deductible for tax purposes.
The following table summarizes the preliminary allocation, unless otherwise noted, 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 consolidated balance sheets as of December 31, 2014.

 
 
BR Towers
Richland
 
International (1)
 
Other U.S.
Current assets
 
$
31,832

$
8,583

 
$
7,072

 
$
797

Non-current assets
 
9,135


 
1,521

 

Property and equipment
 
141,422

185,777

 
32,225

 
38,413

Intangible assets (2):
 
 
 
 
 
 
 
     Customer-related intangible assets
 
495,279

169,452

 
20,217

 
89,990

     Network location intangible assets
 
136,233

1,700

 
10,729

 
39,470

     Other intangible assets
 
37,664


 

 

Current liabilities
 
(23,930
)
(3,635
)
 
(863
)
 
(1,997
)
Other non-current liabilities
 
(101,508
)
(2,922
)
 
(6,263
)
 
(1,675
)
Net assets acquired
 
726,127

358,955

 
64,638

 
164,998

Goodwill (3)
 
164,955

32,423

 
4,011

 
15,824

Fair value of net assets acquired
 
891,082

391,378

 
68,649

 
180,822

Debt assumed (4)
 
(261,136
)
(201,999
)
 

 

Preferred stock outstanding
 
(61,056
)

 

 

Purchase Price
 
$
568,890

$
189,379

 
$
68,649

 
$
180,822

__________
(1)
The allocation of the purchase price was finalized during the year ended December 31, 2014.
(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 domestic and international rental and management segments, as applicable, 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)
BR Towers debt assumed approximated fair value at the date of acquisition and includes $11.5 million of current indebtedness. Richland debt assumed includes $196.5 million of Richland’s indebtedness and a fair value adjustment of $5.5 million. The fair value adjustment was based primarily on reported market values using Level 2 inputs.
The following table summarizes the allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the MIPT acquisition based upon the estimated fair value at the date of acquisition (in thousands).

 
 
Final Purchase Price Allocation (1)
 
Preliminary Purchase Price Allocation (2)
Cash and cash equivalents
 
$
35,967

 
$
35,967

Restricted cash
 
30,883

 
30,883

Accounts receivable, net
 
10,102

 
10,021

Prepaid and other current assets
 
40,865

 
22,875

Property and equipment
 
910,713

 
996,901

Intangible assets (3):
 
 
 
 
     Customer-related intangible assets
 
2,456,582

 
2,629,188

     Network location intangible assets
 
528,900

 
467,300

Notes receivable and other non-current assets
 
68,388

 
4,220

Accounts payable
 
(9,969
)
 
(9,249
)
Accrued expenses
 
(42,867
)
 
(37,004
)
Accrued interest
 
(3,253
)
 
(3,253
)
Current portion of long-term obligations
 
(2,820
)
 
(2,820
)
Unearned revenue
 
(35,905
)
 
(35,753
)
Long-term obligations (4)
 
(1,573,366
)
 
(1,573,366
)
Asset retirement obligations
 
(57,965
)
 
(43,089
)
Other non-current liabilities
 
(17,837
)
 
(37,326
)
Fair value of net assets acquired
 
$
2,338,418

 
$
2,455,495

Goodwill (5)
 
992,044

 
874,967

__________
(1) Balances are reflected as updated in the accompanying consolidated balance sheets as of December 31, 2013.
(2) Balances are reflected in the consolidated balance sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
(3)
Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(4)
Long-term obligations included $1.5 billion of MIPT’s existing indebtedness and a fair value adjustment of $53.0 million. The fair value adjustment was based primarily on reported market values using Level 2 inputs.
(5)
Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will not be deductible for tax purposes.

The following table summarizes the updated allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the fiscal year 2013 acquisitions based upon their estimated fair value at the date of acquisition (in thousands). Balances are reflected in the accompanying consolidated balance sheets herein.
 
 
Axtel Mexico (1)
 
NII Mexico (2) (3)
 
NII Brazil (2)
 
Z-Sites (2)
 
Other International (2)
 
Other U.S. (2)
Current assets
 
$

 
$
59,938

 
$

 
$

 
$
4,863

 
$
1,220

Non-current assets
 
2,626

 
10,738

 
9,534

 
6,718

 
1,991

 
44

Property and equipment
 
86,100

 
143,680

 
109,426

 
26,881

 
44,844

 
23,537

Intangible assets (4):
 
 
 
 
 
 
 
 
 
 
 
 
     Customer-related intangible assets
 
119,392

 
132,897

 
142,125

 
62,286

 
20,590

 
29,325

     Network location intangible assets
 
43,031

 
66,069

 
82,111

 
17,350

 
20,727

 
7,935

Current liabilities
 

 

 

 

 

 
(454
)
Other non-current liabilities
 
(9,377
)
 
(10,478
)
 
(20,100
)
 
(2,331
)
 
(8,168
)
 
(848
)
Fair value of net assets acquired
 
$
241,772

 
$
402,844

 
$
323,096

 
$
110,904

 
$
84,847

 
$
60,759

Goodwill (5)
 
6,751

 
25,056

 
18,312

 
13,040

 
4,970

 
4,403

__________
(1)
The allocation of the purchase price was finalized during the year ended December 31, 2013.
(2)
The allocation of the purchase price was finalized during the year ended December 31, 2014.
(3)
Current assets includes approximately $59.0 million of value added tax.
(4)
Customer-related intangible assets and network location intangible assets are amortized on a straight-line basis over periods of up to 20 years.
(5)
Goodwill was allocated to the Company’s domestic and international rental and management segments, as applicable, and the Company expects goodwill recorded will be deductible for tax purposes.

Fair value of consideration transferred
The consideration consisted of the following (in thousands):  
Cash consideration (1)
$
3,330,462

Assumption of existing indebtedness at historical cost
1,527,621

Estimated total purchase price
$
4,858,083

__________
(1)
Cash consideration includes $14.5 million of an additional purchase price adjustment which was paid to the sellers during the year ended December 31, 2014 and is reflected in Accrued expenses on the consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
Pro forma information
The following table presents the unaudited pro forma financial results as if the 2014 acquisitions had occurred on January 1, 2013 and the 2013 acquisitions had occurred on January 1, 2012 (in thousands, except per share data). Management relied on various estimates and assumptions due to the fact that some of the acquisitions 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 for these acquisitions are not available. The pro forma results do not include any anticipated cost synergies, costs or other effects of the planned integration of the acquisitions. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor are they indicative of the future operating results of the Company.
 
 
Year Ended December 31,
 
 
2014
 
2013
Pro forma revenues
 
$
4,193,067

 
$
3,848,549

Pro forma net income attributable to American Tower Corporation common stockholders
 
$
770,871

 
$
394,253

Pro forma net income per common share amounts:
 
 
 
 
Basic net income attributable to American Tower Corporation common stockholders
 
$
1.95

 
$
1.00

Diluted net income attributable to American Tower Corporation common stockholders
 
$
1.93

 
$
0.99