UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2008
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) |
1220 Augusta 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)) |
ITEM 2.02—RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 5, 2008, the Company issued a press release disclosing its financial results for the third quarter of 2008. The November 5 press release is furnished herewith as Exhibit 99.1 to this Form 8-K.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
| (c) | Exhibits |
As described in Item 2.02 of this Report, the following exhibit is furnished as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 5, 2008 |
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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: November 5, 2008
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated November 5, 2008 |
Exhibit 99.1
| Contacts: |
Jay Brown, CFO | |
| Fiona McKone, VP - Finance | ||
| Crown Castle International Corp. | ||
| 713-570-3000 |
FOR IMMEDIATE RELEASE
CROWN CASTLE INTERNATIONAL
REPORTS THIRD QUARTER 2008 RESULTS;
PROVIDES 2009 OUTLOOK
November 5, 2008 – HOUSTON, TEXAS – Crown Castle International Corp. (NYSE:CCI) today reported results for the quarter ended September 30, 2008.
“We had another strong quarter of record results, exceeding the midpoint of our third quarter Outlook for site rental revenue, site rental gross margin, Adjusted EBITDA, and recurring cash flow,” stated Ben Moreland, President and Chief Executive Officer of Crown Castle. “We are experiencing solid growth in our business and remain excited about the strong fundamentals underlying our business, driven by the increasing demand for wireless communication services even in light of the global economic slowdown. Along with the third quarter results, we are announcing our full year 2009 Outlook which suggests annual site rental revenue and Adjusted EBITDA growth of 8% and 10%, respectively, on a currency neutral basis.”
CONSOLIDATED FINANCIAL RESULTS
Total revenue for the third quarter of 2008 increased 9% to $384.3 million from $351.7 million in the same period in 2007. Site rental revenue for the third quarter of 2008 increased $27.2 million, or 8%, to $354.0 million from $326.8 million for the same period in the prior year. Site rental gross margin, defined as site rental revenue less site rental cost of operations, increased $23.3 million, or 11%, to $238.2 million in the third quarter of 2008 from $214.9 million in the same period in 2007. Adjusted EBITDA for the third quarter of 2008 increased $21.9 million, or 11%, to $217.7 million from $195.8 million in the same period in 2007. Crown Castle’s previously issued Outlook for third quarter 2008 was based on a US dollar to Australian dollar exchange rate of 0.94 US dollars to 1.00 Australian dollar compared to an actual exchange rate of 0.89 US dollars to 1.00
| News Release continued: |
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Australian dollar, which negatively impacted site rental revenue and Adjusted EBITDA by $1.3 million and $0.9 million, respectively.
Recurring cash flow, defined as Adjusted EBITDA less interest expense and sustaining capital expenditures, increased 23% from $100.8 million in the third quarter of 2007 to $123.5 million for the third quarter of 2008. Weighted average common shares outstanding was 283.6 million for the third quarter of 2008, as compared to 282.6 million for the same period in the prior year. Recurring cash flow per share, defined as recurring cash flow divided by weighted average common shares outstanding, was $0.44 in the third quarter of 2008, up 22% compared to $0.36 in the third quarter of 2007.
Net loss was $32.2 million for the third quarter of 2008, inclusive of a $23.7 million impairment charge to write-down Crown Castle’s investment in FiberTower Corporation, compared to a net loss of $67.0 million for the same period in 2007, inclusive of a $37.5 million asset write-down charge, net of tax, related to the long-term spectrum lease previously held by Modeo. Net loss after deduction of dividends on preferred stock was $37.4 million in the third quarter of 2008, compared to a loss of $72.2 million for the same period last year. Third quarter 2008 net loss per common share (after deduction of dividends on preferred stock) was $0.13, compared to a net loss per common share of $0.26 in third quarter 2007.
In addition to the tables and information contained in this press release, Crown Castle will post supplemental information on its website at http://investor.crowncastle.com that will be discussed during its conference call tomorrow morning, Thursday November 6, 2008.
SEGMENT RESULTS
US site rental revenue for the third quarter of 2008 increased $22.9 million, or 7%, to $332.7 million, compared to third quarter 2007 US site rental revenue of $309.8 million. US site rental gross margin increased $19.2 million, or 9%, to $223.0 million from the same period in 2007.
Australia site rental revenue for the third quarter of 2008 increased $4.3 million, or 25%, to $21.3 million, compared to $17.0 million in the third quarter of 2007. Australia site rental gross margin for the third quarter of 2008 increased 37% to $15.3 million compared to $11.2 million in the third quarter of 2007.
| News Release continued: |
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INVESTMENTS
During the third quarter of 2008, Crown Castle invested approximately $140.3 million in capital expenditures. Capital expenditures was comprised of $6.1 million of sustaining capital expenditures and $134.2 million of revenue generating capital expenditures, of which $63.8 million was spent on land purchases, $21.7 million on existing sites and $48.7 million on the construction and acquisition of new sites.
“In light of the significant deterioration of the credit markets, we intend to reduce our discretionary capital expenditures and allocate the majority of our cash flow to eliminate our upcoming debt maturities,” stated Jay Brown, Chief Financial Officer of Crown Castle. “As noted in our Outlook section of this release, we expect to generate approximately $670 million of recurring cash flow during the fourth quarter of 2008 and full year 2009. Over the next 14 months, we have approximately $472 million of debt maturities, which we expect to repay, unless we are able to refinance all or a portion of this debt. Given the predictable level of cash flow that our business produces and that we have no other significant debt maturities until February 2011, I am comfortable that we will be able to navigate the difficult credit markets without impacting the core growth or execution of our business as we drive toward long-term value creation for our shareholders.”
In the third quarter, Crown Castle recorded an impairment charge of $23.7 million related to the decline in the market value of its FiberTower investment. The timing and nature of the charge was based primarily on the length of time and extent to which the market value has been less than the adjusted cost basis, and the impact of current broad-based economic and market conditions on the short-term prospects for recovery of the FiberTower stock price. As of September 30, 2008, Crown Castle’s FiberTower investment had a carrying value of $36.4 million.
OUTLOOK
This Outlook section contains forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to differ from the forward-looking statements herein is set forth below and in Crown Castle’s filings with the Securities and Exchange Commission (“SEC”).
In the third quarter 2008, approximately 6% of Crown Castle’s site rental revenue was derived from its tower operations in Australia. The 2008 Outlook issued on July 24, 2008 assumed a US dollar to Australian dollar exchange rate of 0.94 US dollars to 1.00 Australian dollar for the second half of 2008. Since its previously issued Outlook, the Australian dollar to US dollar
| News Release continued: |
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exchange rate has decreased by approximately 30%. Based on the current exchange rate, the exchange rate assumptions for the fourth quarter 2008 have been adjusted to 0.64 US dollars to 1.00 Australian dollar. The estimated impact to site rental revenue and site rental gross margin in the 2008 Outlook from the decrease in the forecasted Australian dollar exchange rate is expected to be approximately $7 million and $5 million, respectively, which Crown Castle has reflected in its revised full year 2008 Outlook.
Similar to the rate of growth forecasted for 2008, Crown Castle expects 2009 site rental revenue growth, on a currency neutral basis, of approximately 8%. The Outlook table below reflects site rental revenue and Adjusted EBITDA growth of approximately $93 million and $76 million, respectively, from 2008 to 2009, which includes approximately $16 million and $10 million, respectively, of negative impact from the movement in the Australian dollar to US dollar exchange rate. Further, the 2009 Outlook assumes no further borrowings, reduction in interest expense associated with debt repayment, or changes in interest rates.
The Outlook table is based on current expectations and assumptions. The Outlook table assumes a US dollar to Australian dollar exchange rate of 0.64 and 0.67 US dollars to 1.00 Australian dollar for the fourth quarter of 2008 and full year 2009 Outlook, respectively.
The following table sets forth Crown Castle’s current Outlook for the fourth quarter of 2008, full year 2008 and full year 2009:
| (in millions, except per share amounts) |
Fourth Quarter 2008 |
Full Year 2008 | Full Year 2009 | |||
| Site rental revenue |
$350 to $355 | $1,397 to $1,402 | $1,485 to $1,500 | |||
| Site rental cost of operations |
$113 to $117 | $455 to $459 | $465 to $475 | |||
| Site rental gross margin |
$235 to $240 | $940 to $945 | $1,015 to $1,030 | |||
| Adjusted EBITDA |
$217 to $222 | $857 to $862 | $925 to $945 | |||
| Interest expense and amortization of deferred financing costs(a) |
$87 to $90 | $353 to $356 | $355 to $360 | |||
| Sustaining capital expenditures |
$11 to $13 | $26 to $28 | $25 to $30 | |||
| Recurring cash flow |
$118 to $123 | $479 to $484 | $540 to $560 | |||
| Net income (loss) after deduction of dividends on preferred stock |
$(34) to $(6) | $(87) to $(53) | $(72) to $2 | |||
| Net income (loss) per share(b) |
$(0.12) to $(0.02) | $(0.30) to $(0.20) | $(0.25) to $0.01 |
| (a) | Inclusive of approximately $6 million, $25 million, and $25 million, respectively, of non-cash expense. |
| (b) | Represents net income (loss) per common share, based on 285.6 million shares outstanding as of September 30, 2008. |
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CONFERENCE CALL DETAILS
Crown Castle has scheduled a conference call for Thursday, November 6, 2008, at 10:30 a.m. eastern time to discuss third quarter 2008 results and Crown Castle’s Outlook. Supplemental materials for the call can be found on the Crown Castle website at http://investor.crowncastle.com. Please dial 303-262-2051 and ask for the Crown Castle call at least 10 minutes prior to the start time. The conference call may also be accessed live at the Internet address shown above. A telephonic replay of the conference call will be available from 12:30 p.m. eastern time on Thursday, November 6, 2008 through 11:59 p.m. eastern time on Thursday, November 13, 2008 and may be accessed by dialing 303-590-3000 using passcode 11121062#. An audio archive will also be available on Crown Castle’s website at http://investor.crowncastle.com shortly after the call and will be accessible for approximately 90 days.
Crown Castle engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 91 of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 22,000 and over 1,600 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit http://www.crowncastle.com.
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Summary of Non-Cash Amounts in Tower Gross Margin
In accordance with applicable accounting standards, Crown Castle recognizes site rental revenues and ground lease expenses monthly on a straight-line basis, regardless of whether the receipts and payments are in equal monthly amounts. If, and to the extent the payment terms call for fixed escalations (as in fixed dollar or fixed percentage increases), the effect of such increases is recognized on a straight-line basis over the appropriate lease term. As a result of this accounting method, a portion of the revenue and expense recognized in a given period represents cash collected or paid in other periods.
A summary of the non-cash portions of our site rental revenue, ground lease expense, stock-based compensation for those employees directly related to US tower operations, net amortization of below-market and above-market leases acquired, and resulting impact on site rental gross margins is as follows:
| (in thousands) |
For the Three Months Ended September 30, 2008 |
|||
| Non-cash portion of site rental revenue attributable to rent free periods and straight-line recognition of revenue |
$ | 10,099 | ||
| Non-cash portion of ground lease expense attributable to straight-line recognition of expenses |
(10,002 | ) | ||
| Stock-based compensation charges |
(178 | ) | ||
| Net amortization of below-market and above-market leases |
150 | |||
| Non-cash impact on site rental gross margin |
$ | 69 | ||
Non-GAAP Financial Measures
This press release includes presentations of Adjusted EBITDA and recurring cash flow, which are non-GAAP financial measures.
Crown Castle defines Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, losses on purchases and redemptions of debt, interest and other income (expense), interest expense and amortization of deferred financing costs, impairment of available-for-sale securities, benefit (provision) for income taxes, minority interests, cumulative effect of change in accounting principle, income (loss) from discontinued operations, and stock-based compensation expense. Adjusted EBITDA is not intended as an alternative measure of cash flow from operations or operating results (as determined in accordance with Generally Accepted Accounting Principles (“GAAP”)).
Crown Castle defines recurring cash flow to be Adjusted EBITDA, less interest expense and less sustaining capital expenditures. Each of the amounts included in the calculation of recurring cash flow are computed in accordance with GAAP, with the exception of sustaining capital expenditures, which is not defined under GAAP. We define sustaining capital expenditures as capital expenditures (determined in accordance with GAAP) which do not increase the capacity or life of our revenue generating assets and include capitalized costs related to (i) maintenance activities on our towers, (ii) vehicles, (iii) information technology equipment, and (iv) office equipment. Recurring cash flow is not intended as an alternative measure of cash flow from operations or operating results (as determined in accordance with GAAP).
Adjusted EBITDA and recurring cash flow are presented as additional information because management believes these measures are useful indicators of the financial performance of our core businesses. In addition, Adjusted EBITDA is a measure of current financial performance used in our debt covenant calculations. Our measures of Adjusted EBITDA and recurring cash flow may not be comparable to similarly titled measures of other companies, including companies in the tower industry and in the historical financial statements of Global Signal. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures.
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Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures:
Adjusted EBITDA, recurring cash flow and recurring cash flow per share for the quarters ended September 30, 2008 and 2007 are computed as follows:
| For the Three Months Ended | ||||||||
| September 30, 2008 |
September 30, 2007 |
|||||||
| (in thousands, except per share amounts) |
||||||||
| Net income (loss) |
$ | (32,207 | ) | $ | (67,013 | ) | ||
| Adjustments to increase (decrease) net income (loss): |
||||||||
| Restructuring charges |
— | 3,191 | ||||||
| Asset write-down charges |
2,902 | 59,306 | ||||||
| Acquisition and integration costs(a) |
— | 4,749 | ||||||
| Depreciation, amortization and accretion |
131,714 | 135,540 | ||||||
| Interest and other income (expense) |
(1,557 | ) | (2,965 | ) | ||||
| Interest expense and amortization of deferred financing costs |
88,138 | 89,407 | ||||||
| Impairment of available-for-sale securities |
23,718 | — | ||||||
| Benefit (provision) for income taxes |
(2,096 | ) | (31,923 | ) | ||||
| Minority interests |
— | (324 | ) | |||||
| Stock-based compensation charges(c) |
7,100 | 5,812 | ||||||
| Adjusted EBITDA |
$ | 217,712 | $ | 195,780 | ||||
| Less: Interest expense and amortization of deferred financing costs |
88,138 | 89,407 | ||||||
| Less: Sustaining capital expenditures |
6,058 | 5,565 | ||||||
| Recurring cash flow |
$ | 123,516 | $ | 100,808 | ||||
| Weighted average common shares outstanding — basic and diluted |
283,573 | 282,577 | ||||||
| Recurring cash flow per share |
$ | 0.44 | $ | 0.36 | ||||
Adjusted EBITDA and recurring cash flow for the quarter ending December 31, 2008 and for the years ending December 31, 2008 and December 31, 2009 is forecasted as follows:
| (in millions) | Q4 2008 Outlook |
Full Year 2008 Outlook |
Full Year 2009 Outlook | ||||||
| Net income (loss) |
$ | (29) to $(1) | $ | (66) to $(32) | $ | (51) to $23 | |||
| Adjustments to increase (decrease) net income (loss): |
|||||||||
| Asset write-down charges |
$ | 2 to $4 | $ | 11 to $13 | $ | 8 to $16 | |||
| Acquisition and integration costs (a) |
$ | 0 to $0 | $ | 0 to $3 | $ | 1 to $3 | |||
| Depreciation, amortization and accretion |
$ | 130 to 140 | $ | 526 to $536 | $ | 530 to $560 | |||
| Interest and other income (expense) |
$ | 0 to $20 | $ | (4) to $16 | $ | (10) to $30 | |||
| Interest expense and amortization of deferred financing costs(b) |
$ | 87 to $90 | $ | 353 to $356 | $ | 355 to $360 | |||
| Benefit (provision) for income taxes |
$ | (16) to $(1) | $ | (35) to $(18) | $ | (28) to $13 | |||
| Stock-based compensation charges(c) |
$ | 5 to $8 | $ | 26 to $34 | $ | 25 to $35 | |||
| Adjusted EBITDA |
$ | 217 to $222 | $ | 857 to $862 | $ | 925 to $945 | |||
| Less: Interest expense and amortization of deferred financing costs(b) |
$ | 87 to $90 | $ | 353 to $356 | $ | 355 to $360 | |||
| Less: Sustaining capital expenditures |
$ | 11 to $13 | $ | 26 to $28 | $ | 25 to $30 | |||
| Recurring cash flow |
$ | 118 to $123 | $ | 479 to $484 | $ | 540 to $560 | |||
| (a) | Inclusive of stock-based compensation charges. |
| (b) | Inclusive of approximately $6 million, $25 million, and $25 million, respectively, from non-cash expense. |
| (c) | Exclusive of expense included in integration costs and restructuring charges |
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Other Calculations:
Sustaining capital expenditures for the quarters ended September 30, 2008 and September 30, 2007 is computed as follows:
| For the Three Months Ended | ||||||
| September 30, 2008 |
September 30, 2007 | |||||
| (in thousands) |
||||||
| Capital Expenditures |
$ | 140,303 | $ | 66,334 | ||
| Less: Revenue enhancing on existing sites |
21,687 | 10,930 | ||||
| Less: Land purchases |
63,841 | 34,731 | ||||
| Less: New site acquisition and construction |
48,717 | 15,108 | ||||
| Sustaining capital expenditures |
$ | 6,058 | $ | 5,565 | ||
Site rental gross margin for the quarter ending December 31, 2008 and for the years ending December 31, 2008 and December 31, 2009 is forecasted as follows:
| (in millions) | Q4 2008 Outlook |
Full Year 2008 Outlook |
Full Year 2009 Outlook | |||
| Site rental revenue |
$350 to $355 | $1,397 to $1,402 | $1,485 to $1,500 | |||
| Less: Site rental cost of operations |
$113 to $117 | $455 to $459 | $465 to $475 | |||
| Site rental gross margin |
$235 to $240 | $940 to $945 | $1,015 to $1,030 | |||
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements and information that are based on our management’s current expectations. Such statements include, but are not limited to, plans, projections, Outlook and estimates regarding (i) the growth and execution of our business and demand for wireless communication services, (ii) the repayment or refinancing of our debt, (iii) predictability of our cash flows, (iv) the impact of the economic slowdown and difficult credit markets, (v) currency exchange rates, including the impact on our results, (vi) site rental revenues, (vii) site rental cost of operations, (viii) site rental gross margin, (ix) Adjusted EBITDA, (x) interest expense and amortization of deferred financing costs, (xi) capital expenditures, including sustaining capital expenditures, (xii) recurring cash flow, including on a per share basis, (xiii) net income (loss), including on a per share basis, and (xiv) the utility of certain financial measures in analyzing our results. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to prevailing market conditions and the following:
| Ø | Our business depends on the demand for wireless communications and towers, and we may be adversely affected by any slowdown in such demand. |
| Ø | A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of, or network sharing among, any of our limited number of customers may materially decrease revenues. |
| Ø | Consolidation among our customers may result in duplicate or overlapping parts of networks, which may result in a reduction of sites and have a negative effect on revenues and cash flows. |
| Ø | Our substantial level of indebtedness may adversely affect our ability to react to changes in our business, and we may not be able to refinance on favorable terms our existing debt or use debt to fund future capital needs. |
| Ø | A wireless communications industry slowdown may materially and adversely affect our business (including reducing demand for our towers and network services) and the business of our customers. |
| Ø | As a result of competition in our industry, including from some competitors with significantly more resources or less debt than we have, we may find it more difficult to achieve favorable rental rates on our towers. |
| Ø | New technologies may significantly reduce demand for our towers and negatively impact our revenues. |
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Page 9 of 12 |
| Ø | New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected. |
| Ø | If we fail to retain rights to the land under our towers, our business may be adversely affected. |
| Ø | If we are unable to raise capital in the future when needed, we may not be able to fund future growth opportunities. |
| Ø | FiberTower’s business has certain risk factors different from our core tower business, including an unproven business model, and may produce results that are less than anticipated, resulting in a write off of all or part of our investment in FiberTower. |
| Ø | Our lease relating to our Spectrum has certain risk factors different from our core tower business, including that the Spectrum lease may not be renewed or continued, that the option to acquire the Spectrum may not be exercised, and that the Spectrum may not be deployed, which may result in the revenues derived from the Spectrum being less than those that may otherwise have been anticipated. |
| Ø | If we fail to comply with laws and regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business. |
| Ø | Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock. |
| Ø | Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results. |
| Ø | If radio frequency emissions from wireless handsets or equipment on our towers are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs and revenues. |
| Ø | Certain provisions of our certificate of incorporation, bylaws and operative agreements and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders. |
| Ø | We may suffer losses due to exposure to changes in foreign currency exchange rates relating to our operations outside the US. |
Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the SEC.
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|
|
CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (in thousands) |
| September 30, 2008 |
December 31, 2007 | |||||
| ASSETS |
||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 73,104 | $ | 75,245 | ||
| Restricted cash |
169,975 | 165,556 | ||||
| Receivables, net of allowance for doubtful accounts |
29,147 | 33,842 | ||||
| Prepaid expenses |
82,170 | 72,518 | ||||
| Deferred income tax assets and other current assets |
152,878 | 150,094 | ||||
| Total current assets |
507,274 | 497,255 | ||||
| Restricted cash |
5,000 | 5,000 | ||||
| Deferred site rental receivables |
141,611 | 127,388 | ||||
| Available-for-sale securities, net |
36,367 | 60,085 | ||||
| Property and equipment, net |
5,059,917 | 5,051,055 | ||||
| Goodwill |
1,981,816 | 1,970,501 | ||||
| Other intangible assets, net |
2,593,619 | 2,676,288 | ||||
| Deferred financing costs and other assets, net of accumulated amortization |
124,261 | 100,561 | ||||
| $ | 10,449,865 | $ | 10,488,133 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||
| Current liabilities: |
||||||
| Accounts payable |
$ | 37,593 | $ | 37,366 | ||
| Deferred revenues and other accrued liabilities |
246,423 | 253,121 | ||||
| Short-term debt and current maturities of long-term debt |
166,500 | 81,500 | ||||
| Total current liabilities |
450,516 | 371,987 | ||||
| Long-term debt, less current maturities |
5,921,846 | 5,987,695 | ||||
| Deferred income tax liability |
184,150 | 281,259 | ||||
| Deferred ground lease payables and other liabilities |
424,113 | 366,483 | ||||
| Total liabilities |
6,980,625 | 7,007,424 | ||||
| Redeemable preferred stock |
314,494 | 313,798 | ||||
| Stockholders’ equity |
3,154,746 | 3,166,911 | ||||
| $ | 10,449,865 | $ | 10,488,133 | |||
| News Release continued: |
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|
|
CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) AND OTHER FINANCIAL DATA (in thousands, except per share data) |
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Net revenues: |
||||||||||||||||
| Site rental |
$ | 353,984 | $ | 326,797 | $ | 1,047,540 | $ | 948,925 | ||||||||
| Network services and other |
30,364 | 24,947 | 86,942 | 61,398 | ||||||||||||
| Total net revenues |
384,348 | 351,744 | 1,134,482 | 1,010,323 | ||||||||||||
| Costs of operations (exclusive of depreciation, amortization and accretion): |
||||||||||||||||
| Site rental |
115,758 | 111,863 | 341,884 | 330,624 | ||||||||||||
| Network services and other |
20,541 | 17,032 | 60,772 | 43,484 | ||||||||||||
| Total costs of operations |
136,299 | 128,895 | 402,656 | 374,108 | ||||||||||||
| General and administrative |
37,437 | 32,881 | 110,915 | 104,210 | ||||||||||||
| Restructuring charges |
— | 3,191 | — | 3,191 | ||||||||||||
| Asset write-down charges |
2,902 | 59,306 | 9,199 | 64,049 | ||||||||||||
| Integration costs |
— | 4,749 | 2,504 | 18,666 | ||||||||||||
| Depreciation, amortization and accretion |
131,714 | 135,540 | 395,643 | 407,557 | ||||||||||||
| Operating income (loss) |
75,996 | (12,818 | ) | 213,565 | 38,542 | |||||||||||
| Interest and other income (expense) |
1,557 | 2,965 | 4,073 | 9,170 | ||||||||||||
| Interest expense and amortization of deferred financing costs |
(88,138 | ) | (89,407 | ) | (266,040 | ) | (260,212 | ) | ||||||||
| Impairment of available-for-sale securities |
(23,718 | ) | — | (23,718 | ) | — | ||||||||||
| Income (loss) from continuing operations before income taxes and minority interests |
(34,303 | ) | (99,260 | ) | (72,120 | ) | (212,500 | ) | ||||||||
| Benefit (provision) for income taxes |
2,096 | 31,923 | 87,079 | 69,705 | ||||||||||||
| Minority interests |
— | 324 | — | 151 | ||||||||||||
| Net income (loss) |
(32,207 | ) | (67,013 | ) | 14,959 | (142,644 | ) | |||||||||
| Dividends on preferred stock |
(5,201 | ) | (5,201 | ) | (15,604 | ) | (15,604 | ) | ||||||||
| Net income (loss) after deduction of dividends on preferred stock |
$ | (37,408 | ) | $ | (72,214 | ) | (645 | ) | $ | (158,248 | ) | |||||
| Net income (loss) per common share – basic and diluted |
$ | (0.13 | ) | $ | (0.26 | ) | $ | — | $ | (0.57 | ) | |||||
| Weighted average common shares outstanding – basic and diluted (in thousands) |
283,573 | 282,577 | 280,780 | 279,353 | ||||||||||||
| Adjusted EBITDA |
$ | 217,712 | $ | 195,780 | $ | 641,725 | $ | 549,418 | ||||||||
| Stock-based compensation expenses: |
||||||||||||||||
| Site rental cost of operations |
$ | 178 | $ | 94 | 686 | 288 | ||||||||||
| Network services and other cost of operations |
217 | 98 | 588 | 272 | ||||||||||||
| General and administrative |
6,705 | 5,620 | 19,540 | 16,853 | ||||||||||||
| Restructuring charges |
— | 2,377 | — | 2,377 | ||||||||||||
| Integration costs |
— | — | — | 790 | ||||||||||||
| Total |
$ | 7,100 | $ | 8,189 | $ | 20,814 | $ | 20,580 | ||||||||
| News Release continued: |
Page 12 of 12 |
|
|
CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (in thousands) |
| Nine Months Ended September 30, |
||||||||
| 2008 | 2007 | |||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | 14,959 | $ | (142,644 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: |
||||||||
| Depreciation, amortization and accretion |
395,643 | 407,557 | ||||||
| Asset write-down charges |
9,199 | 64,049 | ||||||
| Deferred income tax (benefit) provision |
(87,063 | ) | (72,447 | ) | ||||
| Impairment of available-for-sale securities |
23,718 | — | ||||||
| Other adjustments, net |
35,712 | 34,970 | ||||||
| Changes in assets and liabilities, excluding the effects of acquisitions: |
||||||||
| Increase (decrease) in liabilities |
17,619 | (34,061 | ) | |||||
| Decrease (increase) in assets |
(64,032 | ) | (37,009 | ) | ||||
| Net cash provided by (used for) operating activities |
345,755 | 220,415 | ||||||
| Cash flows from investing activities: |
||||||||
| Proceeds from investments and disposition of property and equipment |
1,117 | 3,664 | ||||||
| Payments for acquisitions (net of cash acquired) of businesses |
(27,736 | ) | (494,352 | ) | ||||
| Capital expenditures |
(342,737 | ) | (191,258 | ) | ||||
| Other |
— | (755 | ) | |||||
| Net cash provided by (used for) investing activities |
(369,356 | ) | (682,701 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of long-term debt |
— | 650,000 | ||||||
| Proceeds from issuance of capital stock |
7,775 | 24,777 | ||||||
| Principal payments on long-term debt |
(4,875 | ) | (1,625 | ) | ||||
| Purchases of capital stock |
(44,383 | ) | (603,656 | ) | ||||
| Borrowings under revolving credit agreements |
85,000 | — | ||||||
| Incurrence of financing costs |
(1,538 | ) | (9,107 | ) | ||||
| Net decrease (increase) in restricted cash |
(4,378 | ) | (20,436 | ) | ||||
| Dividends on preferred stock |
(14,908 | ) | (14,909 | ) | ||||
| Capital distributions to minority interest holders of CCAL |
— | (37,196 | ) | |||||
| Net cash provided by (used for) financing activities |
22,693 | (12,152 | ) | |||||
| Effect of exchange rate changes on cash |
(1,233 | ) | 1,524 | |||||
| Net increase (decrease) in cash and cash equivalents |
(2,141 | ) | (472,914 | ) | ||||
| Cash and cash equivalents at beginning of period |
75,245 | 592,716 | ||||||
| Cash and cash equivalents at end of period |
$ | 73,104 | $ | 119,802 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Interest paid |
$ | 247,300 | $ | 234,317 | ||||
| Income taxes paid |
4,190 | 3,228 | ||||||
CROWN CASTLE INTERNATIONAL CORP.
Summary Fact Sheet
(dollars in thousands)
| Quarter Ended 12/31/07 | Quarter Ended 3/31/08 | Quarter Ended 6/30/08 | Quarter Ended 9/30/08 | |||||||||||||||||||||||||||||||||||||||||||||
| CCUSA | CCAL | CCIC | CCUSA | CCAL | CCIC | CCUSA | CCAL | CCIC | CCUSA | CCAL | CCIC | |||||||||||||||||||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||||||||||||||||||||||
| Site Rental |
$ | 316,750 | $ | 20,793 | $ | 337,543 | $ | 323,748 | $ | 21,285 | $ | 345,033 | $ | 328,952 | $ | 19,571 | $ | 348,523 | $ | 332,715 | $ | 21,269 | $ | 353,984 | ||||||||||||||||||||||||
| Services |
33,873 | 3,747 | 37,620 | 23,834 | 1,754 | 25,588 | 27,016 | 3,974 | 30,990 | 27,972 | 2,392 | 30,364 | ||||||||||||||||||||||||||||||||||||
| Total Revenues |
350,623 | 24,540 | 375,163 | 347,582 | 23,039 | 370,621 | 355,968 | 23,545 | 379,513 | 360,687 | 23,661 | 384,348 | ||||||||||||||||||||||||||||||||||||
| Operating Expenses |
||||||||||||||||||||||||||||||||||||||||||||||||
| Site Rental |
106,636 | 6,082 | 112,718 | 106,432 | 5,948 | 112,380 | 107,474 | 6,272 | 113,746 | 109,757 | 6,001 | 115,758 | ||||||||||||||||||||||||||||||||||||
| Services |
19,906 | 2,352 | 22,258 | 17,359 | 1,052 | 18,411 | 20,320 | 1,500 | 21,820 | 18,878 | 1,663 | 20,541 | ||||||||||||||||||||||||||||||||||||
| Total Operating Expenses |
126,542 | 8,434 | 134,976 | 123,791 | 7,000 | 130,791 | 127,794 | 7,772 | 135,566 | 128,635 | 7,664 | 136,299 | ||||||||||||||||||||||||||||||||||||
| General & Administrative |
32,392 | 6,244 | 38,636 | 31,032 | 3,954 | 34,986 | 33,845 | 4,647 | 38,492 | 33,220 | 4,217 | 37,437 | ||||||||||||||||||||||||||||||||||||
| Add: Stock-Based Compensation |
5,164 | 2,510 | 7,674 | 5,418 | 737 | 6,155 | 6,622 | 937 | 7,559 | 6,346 | 754 | 7,100 | ||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA |
$ | 196,853 | $ | 12,372 | $ | 209,225 | $ | 198,177 | $ | 12,822 | $ | 210,999 | $ | 200,951 | $ | 12,063 | $ | 213,014 | $ | 205,178 | $ | 12,534 | $ | 217,712 | ||||||||||||||||||||||||
| Quarter Ended 12/31/07 | Quarter Ended 3/31/08 | Quarter Ended 6/30/08 | Quarter Ended 9/30/08 | |||||||||||||||||||||||||||||||||||||||||||||
| CCUSA | CCAL | CCIC | CCUSA | CCAL | CCIC | CCUSA | CCAL | CCIC | CCUSA | CCAL | CCIC | |||||||||||||||||||||||||||||||||||||
| Gross Margins: |
||||||||||||||||||||||||||||||||||||||||||||||||
| Site Rental |
66 | % | 71 | % | 67 | % | 67 | % | 72 | % | 67 | % | 67 | % | 68 | % | 67 | % | 67 | % | 72 | % | 67 | % | ||||||||||||||||||||||||
| Services |
41 | % | 37 | % | 41 | % | 27 | % | 40 | % | 28 | % | 25 | % | 62 | % | 30 | % | 33 | % | 30 | % | 32 | % | ||||||||||||||||||||||||
| Adjusted EBITDA Margin |
56 | % | 50 | % | 56 | % | 57 | % | 56 | % | 57 | % | 56 | % | 51 | % | 56 | % | 57 | % | 53 | % | 57 | % | ||||||||||||||||||||||||
Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP Financial Measure:
(dollars in thousands)
| Quarter Ended | ||||||||||||||||
| 12/31/2007 | 3/31/2008 | 6/30/2008 | 9/30/2008 | |||||||||||||
| Net income (loss) |
$ | (80,169 | ) | $ | (13,173 | ) | $ | 60,339 | $ | (32,207 | ) | |||||
| Adjustments to increase (decrease) net income (loss): |
||||||||||||||||
| Asset write-down charges |
1,466 | 1,304 | 4,993 | 2,902 | ||||||||||||
| Integration costs |
6,752 | 2,504 | — | — | ||||||||||||
| Depreciation, amortization and accretion |
132,347 | 132,033 | 131,896 | 131,714 | ||||||||||||
| Interest and other income (expense) |
(181 | ) | (2,310 | ) | (206 | ) | (1,557 | ) | ||||||||
| Interest expense, amortization of deferred financing costs |
90,047 | 89,145 | 88,757 | 88,138 | ||||||||||||
| Impairment of available-for-sale securities |
75,623 | — | — | 23,718 | ||||||||||||
| Benefit (provision) for income taxes |
(24,334 | ) | (4,659 | ) | (80,324 | ) | (2,096 | ) | ||||||||
| Stock-based compensation |
7,674 | 6,155 | 7,559 | 7,100 | ||||||||||||
| Adjusted EBITDA |
$ | 209,225 | $ | 210,999 | $ | 213,014 | $ | 217,712 | ||||||||
CCI FACT SHEET Q3 2007 to Q3 2008
dollars in thousands
| Q3 '07 | Q3 '08 | % Change | |||||||||
| CCUSA |
|||||||||||
| Site Rental Revenues |
$ | 309,798 | $ | 332,715 | 7 | % | |||||
| Ending Sites |
22,329 | 22,477 | 1 | % | |||||||
| CCAL |
|||||||||||
| Site Rental Revenues |
$ | 16,999 | $ | 21,269 | 25 | % | |||||
| Ending Sites |
1,438 | 1,594 | 11 | % | |||||||
| TOTAL CCIC |
|||||||||||
| Site Rental Revenues |
$ | 326,797 | $ | 353,984 | 8 | % | |||||
| Ending Sites |
23,767 | 24,071 | 1 | % | |||||||
| Ending Cash and Cash Equivalents |
$ | 119,802 | * | $ | 73,104 | * | |||||
| Debt |
|||||||||||
| Bank Debt |
$ | 648,375 | $ | 800,250 | |||||||
| Securitized Debt & Other Notes |
$ | 5,348,127 | $ | 5,288,096 | |||||||
| Total Debt |
$ | 5,996,502 | $ | 6,088,346 | |||||||
| 6 1/4% Convertible Preferred Stock |
$ | 313,566 | $ | 314,494 | |||||||
| Leverage Ratios |
|||||||||||
| Net Debt/EBITDA |
7.5X | 6.9X | |||||||||
| Net Debt + Preferreds/EBITDA |
7.9X | 7.3X | |||||||||
| Last Quarter Annualized Adjusted EBITDA |
$ | 783,120 | $ | 870,848 | |||||||
| *Excludes | Restricted Cash |