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CC Holdings GS V

Document and Entity Information

Document and Entity Information6 Months Ended
Jun. 30, 2021shares
Document Type10-Q
Entity Address, Address Line One8020 Katy Freeway
Entity Address, City or TownHouston
Entity Address, State or ProvinceTX
Entity Address, Postal Zip Code77024-1908
Document Quarterly Reporttrue
Document Period End DateJun. 30,
2021
Document Transition Reportfalse
Entity File Number333-187970
Entity Registrant NameCC HOLDINGS GS V LLC
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number20-4300339
Entity Common Stock, Shares Outstanding0
City Area Code713
Local Phone Number570-3000
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businessfalse
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Central Index Key0001574291
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ2
Amendment Flagfalse
Former Address
Entity Address, Address Line One1220 Augusta Drive
Entity Address, Address Line TwoSuite 600
Entity Address, City or TownHouston
Entity Address, State or ProvinceTX
Entity Address, Postal Zip Code77057-2261

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet - USD ($) $ in ThousandsJun. 30, 2021Dec. 31, 2020
ASSETS
Cash and cash equivalents $ 22,499 $ 17,439
Receivables, net5,388 4,712
Prepaid expenses21,747 12,499
Deferred site rental receivables and other current assets42,759 38,136
Total current assets92,393 72,786
Deferred site rental receivables344,343 346,019
Property and equipment, net of accumulated depreciation of $1,236,903 and $1,190,055, respectively912,964 951,870
Operating lease, right-of-use assets1,172,869 1,166,726
Goodwill1,338,730 1,338,730
Other intangible assets, net508,433 565,274
Other assets1,435 1,627
Total assets4,371,167 4,443,032
LIABILITIES AND EQUITY
Accounts payable1,814 1,515
Accrued interest8,126 8,126
Deferred revenues74,622 71,427
Other accrued liabilities6,642 6,107
Current portion of operating lease liabilities—third parties40,953 40,825
Current portion of operating lease liabilities—related parties24,915 24,211
Total current liabilities157,072 152,211
Debt997,507 996,815
Operating lease liabilities—third parties858,344 850,272
Operating lease liabilities—related parties321,230 322,817
Other Liabilities, Noncurrent162,261 183,966
Total liabilities2,496,414 2,506,081
Member's equity:
Member's equity1,874,753 1,936,951
Accumulated earnings (deficit)0 0
Total member's equity1,874,753 1,936,951
Total liabilities and equity $ 4,371,167 $ 4,443,032

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations Statement - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2020Jun. 30, 2021Jun. 30, 2020
Revenues from tenant contracts $ 185,742 $ 171,304 $ 361,848 $ 343,693
Amortization of tower installations and modifications[1]14,650 14,769 29,759 28,821
Total site rental revenues200,392 186,073 391,607 372,514
Operating expenses:
Site rental cost of operations—third parties(b)[2]39,497 38,689 77,677 76,516
Ground rent expenses—related parties11,922 11,508 23,726 22,789
Site rental cost of operations—total(b)[2]51,419 50,197 101,403 99,305
Management fee—related party13,489 12,790 26,912 25,512
Asset write-down charges99 0 656 424
Depreciation, amortization and accretion52,522 52,744 105,217 105,090
Total operating expenses117,529 115,731 234,188 230,331
Operating income (loss)82,863 70,342 157,419 142,183
Interest expense and amortization of deferred financing costs(9,968)(9,968)(19,937)(19,937)
Other income (expense)64 71 67 86
Income (loss) before income taxes72,959 60,445 137,549 122,332
Benefit (provision) for income taxes(100)(106)(199)(212)
Net income (loss) $ 72,859 $ 60,339 $ 137,350 $ 122,120
[1]Represents the amortization of deferred revenues recorded in connection with the tower installation and modification transactions (described in note 4) that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions.
[2]Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Cash flows from operating activities:(a)
Net income (loss) $ 137,350 $ 122,120
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion105,217 105,090
Amortization Of Deferred Financing Costs692 692
Asset write-down charges656 424
Changes in assets and liabilities:
Increase (decrease) in accounts payable447 1,645
Increase (decrease) in other liabilities(18,540)13,768
Decrease (increase) in receivables(676)(711)
Decrease (increase) in other assets(10,937)(9,258)
Net cash provided by (used for) operating activities[1]214,209 233,770
Cash flows from investing activities:
Capital expenditures(b)[2](9,601)(28,593)
Net cash provided by (used for) investing activities(9,601)(28,593)
Cash flows from financing activities:
Distributions to member(199,548)(196,698)
Net cash provided by (used for) financing activities(199,548)(196,698)
Net increase (decrease) in cash and cash equivalents5,060 8,479
Cash and cash equivalents at beginning of period17,439 20,407
Cash and cash equivalents at end of period $ 22,499 $ 28,886
[1]The Company receives no cash from, and is not party to, the tower installation and modification transactions described in note 4. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and, as such, the amounts have been recorded as deferred revenues.
[2]Includes permanent improvements recorded in connection with the tower installation and modification transactions described in note 4. The Company receives no cash from, and is not party to, such transactions.

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Equity - USD ($) $ in ThousandsTotalMembers' Equity [Member]Accumulated Earnings (Deficit) [Member]
Balance, beginning at Dec. 31, 2019 $ 2,096,954 $ 2,096,954 $ 0
Equity [Roll Forward]
Distributions to member(196,698)(74,578)(122,120)
Net income (loss)122,120 0 122,120
Balance, ending at Jun. 30, 20202,022,376 2,022,376 0
Balance, beginning at Mar. 31, 20202,050,115 2,050,115 0
Equity [Roll Forward]
Distributions to member(88,078)(27,739)(60,339)
Net income (loss)60,339 0 60,339
Balance, ending at Jun. 30, 20202,022,376 2,022,376 0
Balance, beginning at Dec. 31, 20201,936,951 1,936,951 0
Equity [Roll Forward]
Distributions to member(199,548)(62,198)(137,350)
Net income (loss)137,350 137,350
Balance, ending at Jun. 30, 20211,874,753 1,874,753 0
Balance, beginning at Mar. 31, 20211,885,296 1,885,296 0
Equity [Roll Forward]
Distributions to member(83,402)(10,543)(72,859)
Net income (loss)72,859 0 72,859
Balance, ending at Jun. 30, 2021 $ 1,874,753 $ 1,874,753 $ 0

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheet Parenthetical (Parentheticals) - USD ($) $ in ThousandsJun. 30, 2021Dec. 31, 2020
Accumulated Depreciation [Abstract]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment $ 1,236,903 $ 1,190,055

General

General6 Months Ended
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GeneralGeneral The accompanying condensed consolidated financial statements reflect the condensed consolidated financial position, results of operations and cash flows of CC Holdings GS V LLC ("CCL") and its consolidated wholly-owned subsidiaries (collectively, "Company"). The Company is a wholly-owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC"). CCL is a Delaware limited liability company that is a holding company and an issuer of the Company's debt. Intercompany accounts, transactions and profits have been eliminated. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive. The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2020, and related notes thereto, included in the 2020 Form 10-K filed by the Company with the SEC. The Company is organized specifically to own, lease and manage towers and other structures (collectively, "towers"), and to a lesser extent, interests in land under third party and related party towers in various forms ("land interests") (collectively, "sites") that are geographically dispersed throughout the U.S. The Company's core business is providing access, including space or capacity, to its sites via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "tenant contracts"). The Company's customers on its sites are referred to herein as "tenants." Management services related to the Company's sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under the Management Agreement, as the Company has no employees. Approximately 70% of the Company's sites are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leases or other agreements with T-Mobile (which T-Mobile assumed in connection with its merger with Sprint) ("T-Mobile Sites"). CCIC, through its subsidiaries (including the Company), has the option to purchase in 2037 all (but not less than all) of the T-Mobile Sites from T-Mobile for approximately $2.3 billion. CCIC has no obligation to exercise the purchase option. For U.S federal income tax purposes, CCIC operates as a real estate investment trust ("REIT"), and as its indirect subsidiary, the Company's assets and operations are included in the CCIC REIT. See note 5. Basis of Presentation The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the condensed consolidated financial position of the Company at June 30, 2021, the condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020 and the condensed consolidated cash flows for the six months ended June 30, 2021 and 2020. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Summary of Significant Accounti

Summary of Significant Accounting Policies6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting PoliciesRecently Adopted Accounting Pronouncements No accounting pronouncements adopted during the six months ended June 30, 2021 had a material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's condensed consolidated financial statements.

Debt and Other Obligations

Debt and Other Obligations6 Months Ended
Jun. 30, 2021
Debt and Other Obligations [Abstract]
Debt and Other ObligationsDebt The outstanding balance of the 3.849% Secured Notes due April 2023 as of June 30, 2021 and December 31, 2020 was $997.5 million and $996.8 million, respectively. Interest Expense and Amortization of Deferred Financing Costs The components of interest expense and amortization of deferred financing costs are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Interest expense on debt obligations $ 9,622 $ 9,622 $ 19,245 $ 19,245 Amortization of deferred financing costs 346 346 692 692 Total $ 9,968 $ 9,968 $ 19,937 $ 19,937

Related Party Transactions

Related Party Transactions6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party TransactionsRelated Party Transactions Pursuant to the Management Agreement, CCUSA has agreed to employ, supervise and pay at all times a sufficient number of capable employees as may be necessary to perform services in accordance with the operation standards defined in the Management Agreement. CCUSA currently acts as the Manager of the sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company's "Operating Revenues," as defined in the Management Agreement, which is based on the Company's reported revenues from tenant contracts adjusted to exclude certain items including revenues related to the accounting for leases with fixed escalators. The fee is compensation for those functions reasonably necessary to maintain, market, operate, manage and administer the sites, other than the operating expenses (which includes real estate and personal property taxes, ground lease and easement payments, and insurance premiums). Further, in connection with its role as Manager, CCUSA may offer certain installation and modification services to tenants on the Company's towers; however, the Company receives no cash from, and is not party to, such transactions. The Company includes the deferred revenue for a portion of the transaction price for the tower installation and modification services, which represents a lease component under GAAP, within "Deferred revenues," on the Company's condensed consolidated balance sheet and recognizes it as "Amortization of tower installations and modifications" on the Company's condensed consolidated statement of operations over the associated estimated lease term. The portions of the transaction price which do not represent a lease component are not reflected in the Company's operating results. As part of CCIC's strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land under the Company's towers. These affiliates then lease the land to the Company, and the Company pays ground rent expenses to the affiliates. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate. As of June 30, 2021, more than 30% of the Company's towers were located on land controlled by an affiliate. Also, the Company receives site rental revenues from affiliates for land owned by the Company on which affiliates have towers. For the six months ended June 30, 2021 and 2020, the Company recorded equity distributions of $199.5 million and $196.7 million, respectively, reflecting distributions to its member. Cash on-hand above the amount that is required by the Management Agreement has been, and is expected to continue to be, distributed to the Company's parent company. As of June 30, 2021 and December 31, 2020, other than the amounts of its ROU assets and operating lease liabilities related to land leased from affiliates of the Company reflected in "Operating lease right-of-use assets," "Current portion of operating lease liabilities — related parties" and "Operating lease liabilities — related parties," the Company had no material related party assets or liabilities on its condensed consolidated balance sheet.

Income Taxes

Income Taxes6 Months Ended
Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income TaxesIncome Taxes CCIC operates as a REIT for U.S. federal income tax purposes. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. For U.S. federal income tax purposes, the Company's assets and operations are included in the CCIC REIT. For the six months ended June 30, 2021 and 2020, the Company's effective tax rate differed from the federal statutory rate predominately due to (1) CCIC's REIT status, including the dividends paid deduction, and (2) state taxes.

Fair Values

Fair Values6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value DisclosuresFair Values Level in Fair Value Hierarchy June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair Assets: Cash and cash equivalents 1 $ 22,499 $ 22,499 $ 17,439 $ 17,439 Liabilities: Debt 2 997,507 1,057,100 996,815 1,076,000 The fair value of cash and cash equivalents approximates the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Since December 31, 2020, there have been no changes in the Company's valuation techniques used to measure fair values.

Commitments and Contingencies

Commitments and Contingencies6 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesCommitments and ContingenciesThe Company is involved in various claims, assessments, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the adverse resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's condensed consolidated financial position or results of operations. In addition, see note 1 for a discussion of CCIC's option to purchase approximately 70% of the Company's towers at the end of their respective lease terms. CCIC has no obligation to exercise such purchase option.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information (Notes)6 Months Ended
Jun. 30, 2021
Supplemental Cash Flow Information [Abstract]
Cash Flow, Supplemental Disclosures [Text Block]Supplemental Cash Flow Information Six Months Ended June 30, 2021 2020 Supplemental disclosure of cash flow information: Cash payments related to operating lease liabilities (a)(b) $ 54,469 $ 53,207 Interest paid 19,245 19,245 Supplemental disclosure of non-cash operating, investing and financing activities: New ROU assets obtained in exchange for operating lease liabilities (b) 11,478 26,765 Increase (decrease) in accounts payable for purchases of property and equipment (150) (2,340) (a) Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved. (b) Inclusive of leases with related parties. See note 4.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting PoliciesRecently Adopted Accounting Pronouncements No accounting pronouncements adopted during the six months ended June 30, 2021 had a material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's condensed consolidated financial statements.

Debt and Other Obligations Inte

Debt and Other Obligations Interest Expense and Amortization of Deferred Financing Costs (Tables)6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]
Schedule Of Interest Expense And Amortization Of Deferred Financing Costs [Text Block]The components of interest expense and amortization of deferred financing costs are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Interest expense on debt obligations $ 9,622 $ 9,622 $ 19,245 $ 19,245 Amortization of deferred financing costs 346 346 692 692 Total $ 9,968 $ 9,968 $ 19,937 $ 19,937

Fair Value Disclosures (Tables)

Fair Value Disclosures (Tables)6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]
Estimated Fair Values and Carrying Amounts of Assets and LiabilitiesLevel in Fair Value Hierarchy June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair Assets: Cash and cash equivalents 1 $ 22,499 $ 22,499 $ 17,439 $ 17,439 Liabilities: Debt 2 997,507 1,057,100 996,815 1,076,000 The fair value of cash and cash equivalents approximates the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. Since December 31, 2020, there have been no changes in the Company's valuation techniques used to measure fair values.

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables) - USD ($) $ in Thousands6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Supplemental Cash Flow Information [Abstract]
Cash payments related to operating lease liabilities[1],[2] $ 54,469 $ 53,207
Interest Paid19,245 19,245
New ROU assets obtained in exchange for operating lease liabilities[2]11,478 26,765
Increase (Decrease) in accounts payable for purchases of property and equipment $ (150) $ (2,340)
[1]Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.
[2]Inclusive of leases with related parties. See note 4.

General Business (Details)

General Business (Details) - Leased or Operated Under Sprint Master Lease Agreements [Member] $ in BillionsJun. 30, 2021USD ($)
Site count as a percentage of total sites70.00%
Purchase option price $ 2.3

Debt and Other Obligations (Ind

Debt and Other Obligations (Indebtedness) (Details) - USD ($) $ in ThousandsJun. 30, 2021Dec. 31, 2020
Debt Instrument [Line Items]
Debt $ 997,507 $ 996,815
2012 secured notes tranche B [Member]
Debt Instrument [Line Items]
Stated interest rate3.849%

Debt and Other Obligations (Com

Debt and Other Obligations (Components of Interest Expense and Amortization of Deferred Financing Costs) (Details) - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2020Jun. 30, 2021Jun. 30, 2020
Debt and Other Obligations [Abstract]
Interest expense on debt obligations $ 9,622 $ 9,622 $ 19,245 $ 19,245
Amortization of deferred financing costs346 346 692 692
Total $ 9,968 $ 9,968 $ 19,937 $ 19,937

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2020Jun. 30, 2021Jun. 30, 2020
Related Party Transaction [Line Items]
Management Fee, Percent Fee7.50%
Distributions to member $ (83,402) $ (88,078) $ (199,548) $ (196,698)
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Percentage of Towers Where Land is Owned by Related Party30.00%30.00%

Fair Value Disclosures (Estimat

Fair Value Disclosures (Estimated Fair Values and Carrying Amounts of Assets and Liabilities) (Details) - USD ($) $ in ThousandsJun. 30, 2021Dec. 31, 2020Jun. 30, 2020Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, carrying value $ 22,499 $ 17,439 $ 28,886 $ 20,407
Debt997,507 996,815
Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure22,499 17,439
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt And Capital Lease Obligations Fair Value Disclosures $ 1,057,100 $ 1,076,000

Commitments and Contingencies T

Commitments and Contingencies Tower count as a percentage of total towers (Details)Jun. 30, 2021
Leased or Operated Under Sprint Master Lease Agreements [Member]
Contractual Terms [Line Items]
Site count as a percentage of total sites70.00%

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Supplemental Cash Flow Information [Abstract]
Cash payments related to operating lease liabilities[1],[2] $ 54,469 $ 53,207
Interest Paid19,245 19,245
New ROU assets obtained in exchange for operating lease liabilities[2]11,478 26,765
Increase (Decrease) in accounts payable for purchases of property and equipment $ (150) $ (2,340)
[1]Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.
[2]Inclusive of leases with related parties. See note 4.