UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 2004
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-16441 | 76-0470458 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
510 Bering Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (713) 570-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This document includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Other than statements of historical fact, all statements regarding industry prospects, the consummation of the transactions described in this document and the Company’s expectations regarding the future performance of its businesses and its financial position are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties.
Item 2.01, Item 9.01 and Exhibit 99.1 of the Form 8-K previously filed by Crown Castle International Corp. (“Company”) with the Securities and Exchange Commission on September 7, 2004 are hereby amended as set forth below to reflect updated information relating to the sale of Crown Castle UK Holdings Limited (“CCUK”). After calculating the preliminary working capital type adjustments impacting the cash proceeds from the transaction, it was determined that CCUK’s cash and cash equivalents should be reclassified to assets of discontinued operations in the Company’s historical consolidated balance sheets. As such, Exhibit 99.1 has been amended to reclassify CCUK’s cash and cash equivalents ($39.8 million at June 30, 2004) to assets of discontinued operations in the Unaudited Pro Forma Condensed Consolidated Balance Sheet Information. In addition, certain other pro forma adjustments related to the CCUK sale have been updated, including the estimated sales proceeds amount, fees and expenses, compensation charges related to stock options and restricted stock awards held by CCUK employees, and the estimated alternative minimum tax liability.
ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 31, 2004, the Company completed the sale of its UK subsidiary, CCUK, to NGG Telecoms Investment Limited (“NGG”), an affiliate of National Grid Transco plc, under the terms of the Share Purchase Agreement, dated as of June 28, 2004 (“Share Purchase Agreement”) by and among the Company, NGG and National Grid Holdings One plc. The cash proceeds for the CCUK shares and intercompany debt was approximately $2.028 billion, taking into account preliminary working capital type adjustments.
The Share Purchase Agreement was previously filed as an exhibit to the Company’s Current Report on Form 8-K dated June 28, 2004 and filed with the SEC on June 30, 2004. There is no material relationship between NGG and the Company or any affiliate, director, officer, or associate of the Company.
Contemporaneously with the closing of the sale of CCUK, approximately $1.3 billion of the proceeds from the transaction were used to fully repay the Company’s 2000 Credit Facility (“Credit Facility”).
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
The Company is filing as Exhibit 99.1 hereto the following unaudited pro forma condensed consolidated financial information, which is based on the historical financial statements of the Company and its majority and wholly-owned subsidiaries, adjusted to give effect to (i) the sale of CCUK and (ii) the repayment of the Credit Facility (“Transactions”):
| (1) |
Unaudited Pro Forma Condensed Consolidated Statements of Operations Information for the year ended December 31, 2003 and the six months ended June 30, 2004; | |
| (2) |
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information; | |
| (3) |
Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of June 30, 2004; and | |
| (4) |
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet Information. | |
1
The Unaudited Pro Forma Condensed Consolidated Statements of Operations Information for the year ended December 31, 2003 and the six months ended June 30, 2004 give effect to the Transactions as if they had occurred as of January 1, 2003. The Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of June 30, 2004 gives effect to the Transactions as if they had been completed as of June 30, 2004.
(c) Exhibits
As described in Item 9.01(b) of this Report, the following exhibit is filed as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information of Crown Castle International Corp. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| By: |
/s/ E. Blake Hawk | |
| Name: |
E. Blake Hawk | |
| Title: |
Executive Vice President and General Counsel | |
Date: October 25, 2004
3
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information of Crown Castle International Corp. |
4
Exhibit 99.1
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information is based on the historical financial statements of Crown Castle International Corp. and its majority and wholly owned subsidiaries (the “Company”), adjusted to give effect to the following transactions:
| (1) | the sale of the Company’s UK subsidiary (“CCUK”) and |
| (2) | the repayment of the Company’s 2000 Credit Facility. |
On June 28, 2004, the Company signed a definitive agreement to sell CCUK to an affiliate of National Grid Transco Plc for $2.035 billion in cash, subject to certain working capital type adjustments. On August 31, 2004, the Company completed the sale of CCUK. The cash proceeds for the transaction amounted to approximately $2.028 billion, after taking into account preliminary working capital type adjustments. In accordance with the terms of the Company’s 2000 Credit Facility, the Company was required to use approximately $1.3 billion of the proceeds from the transaction to fully repay the outstanding borrowings under the 2000 Credit Facility.
The Unaudited Pro Forma Condensed Consolidated Statements of Operations Information for the year ended December 31, 2003 and the six months ended June 30, 2004 give effect to these transactions as if they had occurred as of January 1, 2003. The Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of June 30, 2004 gives effect to these transactions as if they had been completed as of June 30, 2004. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that management believes are reasonable. The Company’s historical consolidated statement of operations for the year ended December 31, 2003 presents CCUK’s results of operations on a continuing operations basis, while the historical consolidated statement of operations for the six months ended June 30, 2004 presents CCUK’s results of operations on a discontinued operations basis.
Included in the notes accompanying the pro forma financial information are tables summarizing the unaudited pro forma results of operations information and balance sheet information for the Company and its subsidiaries that are restricted by covenants in our high yield debt instruments (the “Restricted Group”). These subsidiaries exclude Crown Atlantic and certain investment subsidiaries which are designated as unrestricted subsidiaries under our high yield debt instruments.
The pro forma financial information does not purport to represent what the Company’s results of operations or financial condition would actually have been had these transactions in fact occurred on such dates or to project the Company’s results of operations or financial condition for any future date or period. The pro forma financial information should be read in conjunction with the consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q.
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION
YEAR ENDED DECEMBER 31, 2003
(In thousands of dollars, except per share amounts)
| Historical |
Adjustments for CCUK Sale (a) |
Adjustments for Repayment of 2000 Credit Facility |
Pro Forma |
|||||||||||||
| Net revenues: |
||||||||||||||||
| Site rental and broadcast transmission |
$ | 786,788 | $ | (310,634 | ) | $ | — | $ | 476,154 | |||||||
| Network services and other |
143,560 | (71,244 | ) | — | 72,316 | |||||||||||
| Total net revenues |
930,348 | (381,878 | ) | — | 548,470 | |||||||||||
| Operating expenses: |
||||||||||||||||
| Costs of operations (exclusive of depreciation, amortization and accretion): |
||||||||||||||||
| Site rental and broadcast transmission |
307,511 | (144,336 | ) | — | 163,175 | |||||||||||
| Network services and other |
110,268 | (63,522 | ) | — | 46,746 | |||||||||||
| General and administrative |
94,888 | (7,827 | ) | — | 87,061 | |||||||||||
| Corporate development |
5,564 | — | — | 5,564 | ||||||||||||
| Restructuring charges |
1,291 | — | — | 1,291 | ||||||||||||
| Asset write-down charges |
14,317 | — | — | 14,317 | ||||||||||||
| Non-cash general and administrative compensation charges |
20,654 | (6,668 | ) | — | 13,986 | |||||||||||
| Depreciation, amortization and accretion |
324,152 | (79,702 | ) | — | 244,450 | |||||||||||
| 878,645 | (302,055 | ) | — | 576,590 | ||||||||||||
| Operating income (loss) |
51,703 | (79,823 | ) | — | (28,120 | ) | ||||||||||
| Other income (expense): |
||||||||||||||||
| Interest and other income (expense) |
(148,474 | ) | 30,015 | — | (118,459 | ) | ||||||||||
| Interest expense, amortization of deferred financing costs and dividends on preferred stock |
(289,647 | ) | 30,813 | 40,189 | (b) | (218,645 | ) | |||||||||
| Income (loss) from continuing operations before income taxes, minority interests and cumulative effect of change in accounting principle |
(386,418 | ) | (18,995 | ) | 40,189 | (365,224 | ) | |||||||||
| Provision for income taxes |
(7,518 | ) | 7,053 | — | (465 | ) | ||||||||||
| Minority interests |
(2,394 | ) | — | — | (2,394 | ) | ||||||||||
| Income (loss) from continuing operations before cumulative effect of change in accounting principle |
$ | (396,330 | ) | $ | (11,942 | ) | $ | 40,189 | $ | (368,083 | ) | |||||
| Per common share – basic and diluted: |
||||||||||||||||
| Loss from continuing operations before cumulative effect of change in accounting principle |
$ | (2.08 | ) | $ | (1.95 | )(c) | ||||||||||
| Common shares outstanding – basic and diluted (in thousands) |
216,947 | 216,947 | ||||||||||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information.
2
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION
SIX MONTHS ENDED JUNE 30, 2004
(In thousands of dollars, except per share amounts)
| Historical |
Adjustments for Repayment of 2000 Credit Facility |
Pro Forma |
||||||||||
| Net revenues: |
||||||||||||
| Site rental |
$ | 260,332 | $ | — | $ | 260,332 | ||||||
| Network services and other |
33,216 | — | 33,216 | |||||||||
| Total net revenues |
293,548 | — | 293,548 | |||||||||
| Operating expenses: |
||||||||||||
| Costs of operations (exclusive of depreciation, amortization and accretion): |
||||||||||||
| Site rental |
82,778 | — | 82,778 | |||||||||
| Network services and other |
23,268 | — | 23,268 | |||||||||
| General and administrative |
44,295 | — | 44,295 | |||||||||
| Corporate development |
810 | — | 810 | |||||||||
| Restructuring charges (credits) |
(33 | ) | — | (33 | ) | |||||||
| Asset write-down charges |
3,816 | — | 3,816 | |||||||||
| Non-cash general and administrative compensation charges |
8,418 | — | 8,418 | |||||||||
| Depreciation, amortization and accretion |
122,344 | — | 122,344 | |||||||||
| 285,696 | — | 285,696 | ||||||||||
| Operating income |
7,852 | — | 7,852 | |||||||||
| Other income (expense): |
||||||||||||
| Interest and other income (expense) |
(26,376 | ) | — | (26,376 | ) | |||||||
| Interest expense and amortization of deferred financing costs |
(113,890 | ) | 31,850 | (b) | (82,040 | ) | ||||||
| Income (loss) from continuing operations before income taxes and minority interests |
(132,414 | ) | 31,850 | (100,564 | ) | |||||||
| Provision for income taxes |
(337 | ) | — | (337 | ) | |||||||
| Minority interests |
(2,809 | ) | — | (2,809 | ) | |||||||
| Income (loss) from continuing operations |
$ | (135,560 | ) | $ | 31,850 | $ | (103,710 | ) | ||||
| Per common share – basic and diluted: |
||||||||||||
| Loss from continuing operations |
$ | (0.70 | ) | $ | (0.56 | )(c) | ||||||
| Common shares outstanding – basic and diluted (in thousands) |
220,574 | 220,574 | ||||||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information.
3
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
INFORMATION
(In thousands of dollars, except per share amounts)
| (a) | Reflects the historical results of operations of CCUK for the period indicated. |
| (b) | Reflects: |
| (1) | decrease in interest expense as a result of the required repayment of the 2000 Credit Facility of $37,350 for the year ended December 31, 2003 and $30,179 for the six months ended June 30, 2004; and |
| (2) | the elimination of amortization of deferred financing costs related to the 2000 Credit Facility of $2,839 for the year ended December 31, 2003 and $1,671 for the six months ended June 30, 2004. |
| (c) | A reconciliation of the numerators and denominators of the pro forma basic and diluted per share computations is as follows: |
| Year Ended December 31, 2003 |
Six Months Ended June 30, 2004 |
|||||||
| Pro forma loss from continuing operations before cumulative effect of change in accounting principle |
$ | (368,083 | ) | $ | (103,710 | ) | ||
| Dividends on preferred stock |
(54,294 | ) | (19,028 | ) | ||||
| Gains on purchases of preferred stock |
349 | — | ||||||
| Pro forma loss from continuing operations before cumulative effect of change in accounting principle applicable to common stock for basic and diluted computations |
$ | (422,028 | ) | $ | (122,738 | ) | ||
| Weighted-average number of common shares outstanding during the period for basic and diluted computations (in thousands) |
216,947 | 220,574 | ||||||
| Per common share – basic and diluted: |
||||||||
| Pro forma loss from continuing operations before cumulative effect of change in accounting principle |
$ | (1.95 | ) | $ | (0.56 | ) | ||
4
The following tables summarize the unaudited pro forma results of operations information for the Restricted Group under our high yield debt instruments. Such information is not intended as an alternative measure of the operating results as would be determined in accordance with generally accepted accounting principles.
| Year Ended December 31, 2003 |
||||||||||||
| Pro Forma |
Exclusion of Unrestricted Subsidiaries |
Restricted Group Pro Forma |
||||||||||
| Net revenues: |
||||||||||||
| Site rental |
$ | 476,154 | $ | (103,258 | ) | $ | 372,896 | |||||
| Network services and other |
72,316 | (13,263 | ) | 59,053 | ||||||||
| Total net revenues |
548,470 | (116,521 | ) | 431,949 | ||||||||
| Operating expenses: |
||||||||||||
| Costs of operations (exclusive of depreciation, amortization and accretion): |
||||||||||||
| Site rental |
163,175 | (37,525 | ) | 125,650 | ||||||||
| Network services and other |
46,746 | (7,020 | ) | 39,726 | ||||||||
| General and administrative |
87,061 | (11,815 | ) | 75,246 | ||||||||
| Corporate development |
5,564 | — | 5,564 | |||||||||
| Restructuring charges |
1,291 | 289 | 1,580 | |||||||||
| Asset write-down charges |
14,317 | (4,510 | ) | 9,807 | ||||||||
| Non-cash general and administrative compensation charges |
13,986 | (1,352 | ) | 12,634 | ||||||||
| Depreciation, amortization and accretion |
244,450 | (42,570 | ) | 201,880 | ||||||||
| 576,590 | (104,503 | ) | 472,087 | |||||||||
| Operating income (loss) |
(28,120 | ) | (12,018 | ) | (40,138 | ) | ||||||
| Other income (expense): |
||||||||||||
| Interest and other income (expense) |
(118,459 | ) | 7,812 | (110,647 | ) | |||||||
| Interest expense, amortization of deferred financing costs and dividends on preferred stock |
(218,645 | ) | 14,933 | (203,712 | ) | |||||||
| Income (loss) from continuing operations before income taxes, minority interests and cumulative effect of change in accounting principle |
(365,224 | ) | 10,727 | (354,497 | ) | |||||||
| Provision for income taxes |
(465 | ) | — | (465 | ) | |||||||
| Minority interests |
(2,394 | ) | 5,857 | 3,463 | ||||||||
| Income (loss) from continuing operations before cumulative effect of change in accounting principle |
$ | (368,083 | ) | $ | 16,584 | $ | (351,499 | ) | ||||
5
| Six Months Ended June 30, 2004 |
||||||||||||
| Pro Forma |
Exclusion of Unrestricted Subsidiaries |
Restricted Group Pro Forma |
||||||||||
| Net revenues: |
||||||||||||
| Site rental |
$ | 260,332 | $ | (55,786 | ) | $ | 204,546 | |||||
| Network services and other |
33,216 | (3,928 | ) | 29,288 | ||||||||
| Total net revenues |
293,548 | (59,714 | ) | 233,834 | ||||||||
| Operating expenses: |
||||||||||||
| Costs of operations (exclusive of depreciation, amortization and accretion): |
||||||||||||
| Site rental |
82,778 | (18,790 | ) | 63,988 | ||||||||
| Network services and other |
23,268 | (3,611 | ) | 19,657 | ||||||||
| General and administrative |
44,295 | (5,595 | ) | 38,700 | ||||||||
| Corporate development |
810 | — | 810 | |||||||||
| Restructuring charges (credits) |
(33 | ) | — | (33 | ) | |||||||
| Asset write-down charges |
3,816 | (1,044 | ) | 2,772 | ||||||||
| Non-cash general and administrative compensation charges |
8,418 | (807 | ) | 7,611 | ||||||||
| Depreciation, amortization and accretion |
122,344 | (21,054 | ) | 101,290 | ||||||||
| 285,696 | (50,901 | ) | 234,795 | |||||||||
| Operating income (loss) |
7,852 | (8,813 | ) | (961 | ) | |||||||
| Other income (expense): |
||||||||||||
| Interest and other income (expense) |
(26,376 | ) | 2,025 | (24,351 | ) | |||||||
| Interest expense and amortization of deferred financing costs |
(82,040 | ) | 5,140 | (76,900 | ) | |||||||
| Income (loss) from continuing operations before income taxes and minority interests |
(100,564 | ) | (1,648 | ) | (102,212 | ) | ||||||
| Provision for income taxes |
(337 | ) | — | (337 | ) | |||||||
| Minority interests |
(2,809 | ) | 4,684 | 1,875 | ||||||||
| Income (loss) from continuing operations |
$ | (103,710 | ) | $ | 3,036 | $ | (100,674 | ) | ||||
6
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION
AS OF JUNE 30, 2004
(In thousands of dollars)
| Historical |
Adjustments for CCUK Sale |
Adjustments for Repayment of 2000 Credit Facility |
Pro Forma | |||||||||||
| Assets: |
||||||||||||||
| Current assets: |
||||||||||||||
| Cash and cash equivalents |
$ | 232,503 | $ | 1,973,140 | (a) | $ | (1,275,385 | )(f) | $ | 930,258 | ||||
| Receivables, net |
35,652 | — | — | 35,652 | ||||||||||
| Inventories |
9,308 | — | — | 9,308 | ||||||||||
| Prepaid expenses and other current assets |
30,714 | — | — | 30,714 | ||||||||||
| Assets of discontinued operations |
2,020,628 | (2,020,628 | )(b) | — | — | |||||||||
| Total current assets |
2,328,805 | (47,488 | ) | (1,275,385 | ) | 1,005,932 | ||||||||
| Property and equipment, net |
3,622,355 | — | — | 3,622,355 | ||||||||||
| Goodwill |
267,071 | — | — | 267,071 | ||||||||||
| Deferred financing costs and other assets, net |
151,975 | — | (13,828 | )(g) | 138,147 | |||||||||
| $ | 6,370,206 | $ | (47,488 | ) | $ | (1,289,213 | ) | $ | 5,033,505 | |||||
| Liabilities and Stockholders’ Equity: |
||||||||||||||
| Current liabilities: |
||||||||||||||
| Accounts payable |
$ | 9,060 | $ | — | $ | — | $ | 9,060 | ||||||
| Accrued interest |
43,705 | — | — | 43,705 | ||||||||||
| Accrued compensation and related benefits |
10,392 | — | — | 10,392 | ||||||||||
| Deferred rental revenues and other accrued liabilities |
97,043 | 11,000 | (c) | — | 108,043 | |||||||||
| Liabilities of discontinued operations |
355,072 | (355,072 | )(d) | — | — | |||||||||
| Long-term debt, current maturities |
1,275,385 | — | (1,275,385 | )(f) | — | |||||||||
| Total current liabilities |
1,790,657 | (344,072 | ) | (1,275,385 | ) | 171,200 | ||||||||
| Long-term debt, less current maturities |
1,898,752 | — | — | 1,898,752 | ||||||||||
| Other liabilities |
52,803 | — | — | 52,803 | ||||||||||
| Total liabilities |
3,742,212 | (344,072 | ) | (1,275,385 | ) | 2,122,755 | ||||||||
| Minority interests |
207,700 | — | — | 207,700 | ||||||||||
| Redeemable preferred stock |
507,371 | — | — | 507,371 | ||||||||||
| Stockholders’ equity |
1,912,923 | 296,584 | (e) | (13,828 | )(g) | 2,195,679 | ||||||||
| $ | 6,370,206 | $ | (47,488 | ) | $ | (1,289,213 | ) | $ | 5,033,505 | |||||
See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet Information.
7
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION
(In thousands of dollars)
| (a) |
Reflects the following adjustments to cash and cash equivalents: | |||||
| (1) Increase resulting from the proceeds of the sale of CCUK |
$ | 2,027,984 | ||||
| (2) Decrease resulting from the reclassification of CCUK’s cash and cash equivalents to assets of discontinued operations |
(39,844 | ) | ||||
| (3) Decrease resulting from the payment of estimated fees, expenses and severance costs related to the sale of CCUK |
(15,000 | ) | ||||
| Total adjustments to cash and cash equivalents |
$ | 1,973,140 | ||||
| (b) |
Reflects the following adjustments to assets of discontinued operations: | |||||
| (1) Increase resulting from the reclassification of CCUK’s cash and cash equivalents |
$ | 39,844 | ||||
| (2) Decrease resulting from the sale of CCUK |
(2,060,472 | ) | ||||
| $ | (2,020,628 | ) | ||||
| (c) |
Reflects the increase resulting from the estimated alternative minimum tax liability related to the gain on sale of CCUK. | |||||
| (d) |
Reflects the decrease in liabilities resulting from the sale of CCUK. | |||||
| (e) |
Reflects the following adjustments to stockholders’ equity: | |||||
| (1) Increase resulting from estimated gain on sale of CCUK, net of tax (actual gain at date of closing will differ from this amount due to changes in the basis of CCUK’s assets and liabilities) |
$ | 521,443 | ||||
| (2) Increase resulting from minimum pension liability adjustment related to CCUK’s liabilities which is removed from accumulated other comprehensive income (loss) upon sale of CCUK |
11,573 | |||||
| (3) Increase resulting from compensation charges related to modified stock options ($5,634) and restricted stock awards ($848) held by CCUK employees |
6,482 | |||||
| (4) Decrease resulting from foreign currency translation adjustments related to CCUK’s assets and liabilities which are removed from accumulated other comprehensive income (loss) upon sale of CCUK |
(242,914 | ) | ||||
| Total adjustments to stockholders’ equity |
$ | 296,584 | ||||
| (f) |
Reflects the decrease resulting from the required repayment of the 2000 Credit Facility. | |||||
| (g) |
Reflects the write-off of deferred financing costs related to the 2000 Credit Facility. | |||||
The following tables summarize the adjustments for the CCUK sale and the required repayment of the 2000 Credit Facility, with increases to liabilities and stockholders’ equity balances shown as negative amounts:
8
| Adjustment Reference |
||||||||||||||||||||||||||||||||||||||||
| (a)(1), (e)(1) |
(a)(2), (b)(1) |
(a)(3), (e)(1) |
(b)(2), (e)(1) |
(c), (e)(1) |
(d), (e)(1) |
(e)(1), (e)(2) |
(e)(1), (e)(3) |
(e)(1), (e)(4) |
Total |
|||||||||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 2,027,984 | $ | (39,844 | ) | $ | (15,000 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,973,140 | ||||||||||||||||||
| Assets of discontinued operations |
— | 39,844 | — | (2,060,472 | ) | — | — | — | — | — | (2,020,628 | ) | ||||||||||||||||||||||||||||
| Deferred rental revenues and other accrued liabilities |
— | — | — | — | (11,000 | ) | — | — | — | — | (11,000 | ) | ||||||||||||||||||||||||||||
| Liabilities of discontinued operations |
— | — | — | — | — | 355,072 | — | — | — | 355,072 | ||||||||||||||||||||||||||||||
| Stockholders’ equity: |
||||||||||||||||||||||||||||||||||||||||
| Additional paid in capital |
— | — | — | — | — | — | — | (5,634 | ) | — | (5,634 | ) | ||||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) |
— | — | — | — | — | — | (11,573 | ) | — | 242,914 | 231,341 | |||||||||||||||||||||||||||||
| Unearned stock compensation |
— | — | — | — | — | — | — | (848 | ) | — | (848 | ) | ||||||||||||||||||||||||||||
| Accumulated deficit |
(2,027,984 | ) | — | 15,000 | 2,060,472 | 11,000 | (355,072 | ) | 11,573 | 6,482 | (242,914 | ) | (521,443 | ) | ||||||||||||||||||||||||||
| $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
9
| Adjustment Reference |
||||
| (f), (g) |
||||
| Cash and cash equivalents |
$ | (1,275,385 | ) | |
| Deferred financing costs and other assets, net |
(13,828 | ) | ||
| Long-term debt, current maturities |
1,275,385 | |||
| Stockholders’ equity: |
||||
| Accumulated deficit |
13,828 | |||
| $ | — | |||
The following table summarizes the unaudited pro forma balance sheet information for the Restricted Group under our high yield debt instruments. Such information is not intended as an alternative measure of financial position as would be determined in accordance with generally accepted accounting principles.
| As of June 30, 2004 | ||||||||||
| Pro Forma |
Exclusion of Unrestricted Subsidiaries |
Restricted Group Pro Forma | ||||||||
| Assets: |
||||||||||
| Cash and cash equivalents |
$ | 930,258 | $ | (90,543 | ) | $ | 839,715 | |||
| Other current assets |
75,674 | (8,114 | ) | 67,560 | ||||||
| Property and equipment, net |
3,622,355 | (685,064 | ) | 2,937,291 | ||||||
| Investments in Unrestricted Subsidiaries |
— | 512,216 | 512,216 | |||||||
| Goodwill |
267,071 | (55,377 | ) | 211,694 | ||||||
| Deferred financing costs and other assets, net |
138,147 | (41,471 | ) | 96,676 | ||||||
| $ | 5,033,505 | $ | (368,353 | ) | $ | 4,665,152 | ||||
| Liabilities and Stockholders’ Equity: |
||||||||||
| Current liabilities |
$ | 171,200 | $ | (18,770 | ) | $ | 152,430 | |||
| Long-term debt, less current maturities |
1,898,752 | (180,000 | ) | 1,718,752 | ||||||
| Other liabilities |
52,803 | (5,221 | ) | 47,582 | ||||||
| Minority interests |
207,700 | (164,362 | ) | 43,338 | ||||||
| Redeemable preferred stock |
507,371 | — | 507,371 | |||||||
| Stockholders’ equity |
2,195,679 | — | 2,195,679 | |||||||
| $ | 5,033,505 | $ | (368,353 | ) | $ | 4,665,152 | ||||
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