================================================================================ 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): JANUARY 11, 2002 CROWN CASTLE INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-24737 76-0470458 (STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER OF INCORPORATION) NUMBER) 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 ============================================================================== 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 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ------------ 99.1 Slide presentation from Salomon Smith Barney Entertainment, Media and Telecommunications Conference on January 9, 2002 Item 9. Regulation FD Disclosure Crown Castle International Corp. presented at the Salomon Smith Barney Entertainment, Media and Telecommunications Conference on January 9, 2002. At the conference, John P. Kelly, Chief Executive Officer, and W. Benjamin Moreland, Chief Financial Officer, discussed the Company's and the tower industry's outlook and responded to questions. To assist investors and other interested parties in their analysis of the Company, the slide presentation is attached as Exhibit 99.1 to this Form 8-K (Exhibit 99.1 is not filed but is furnished pursuant to Regulation FD). The audio webcast of this presentation and the accompanying slide presentation is also accessible to the public on the Company's web site at www.crowncastle.com. It will remain there until February 8, 2002. FORWARD-LOOKING STATEMENTS The document attached hereto as Exhibit 99.1 contains numerous forward-looking statements, based on management's current beliefs and assumptions. The forward- looking statements involve expectations, projections and estimates regarding the wireless industry or Crown Castle International Corp. (including its subsidiaries), including expectations, projections and estimates regarding: (i) implementation of our strategy, (ii) future free cash flow targets, (iii) demand for our towers, (iv) new tenant co-location rates, (iv) future margins, (iv) financial performance of our towers, (v) EBITDA growth rates, (vi) future revenues, expenditures and liquidity, (vii) future cell site density, (viii) emergence of new mobile technologies, including 2.5/3G, and (ix) carrier subscriber growth rates. Such forward-looking statements are subject to numerous risks, uncertainties and assumptions, including (i) those relating to the matters described above, (ii) those included in the Risk Factors sections of the Company's filings with the Securities and Exchange Commission, and (iii) the following: . Demand for towers and wireless communication sites may be lower or slower than anticipated for numerous reasons, including reduced carrier expansion, carrier consolidation, network sharing, technology development, or RF health concerns . Demand for wireless communications may be lower or slower than anticipated for numerous reasons, including slow customer adoption rates of 2.5/3G and other technologies . Our strategy may be more difficult to implement than anticipated due to financial or other reasons, including our significant amount of indebtedness, or reduced cash flow as a result of reduced revenues or increased operating costs, interest rates or capital expenditures Should one or more of these risks materialize, or should any underlying assumption prove incorrect, actual results may vary materially from those projected in the forward-looking statements. The Company assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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 Date: January 11, 2002 2
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Slide presentation from Salomon Smith Barney Media Conference on January 9, 2002 3
EXHIBIT 99.1 Slide Presentation from Salomon Smith Barney Media Conference January 9, 2002 The audio webcast of this presentation and the accompanying slide presentation is also accessible to the public on the Company's web site at www.crowncastle.com. It will remain there until February 8, 2002. SLIDE 1 CROWN CASTLE INTERNATIONAL CORP. NYSE: CCI John P. Kelly - Chief Executive Officer W. Benjamin Moreland - Chief Financial Officer SLIDE 2 FORWARD LOOKING INFORMATION This presentation contains numerous forward-looking statements, based on management's current beliefs and assumptions. The forward-looking statements involve expectations, projections and estimates regarding the wireless industry or Crown Castle, including expectations, projections and estimates regarding: (i) implementation of our strategy, (ii) future free cash flow targets, (iii) demand for our towers, (iv) new tenant co-location rates, (iv) future margins, (iv) financial performance of our towers, (v) EBITDA growth rates, (vi) future revenues, expenditures and liquidity, (vii) future cell site density, (viii) emergence of new mobile technologies, including 2.5/3G, and (ix) carrier subscriber growth rates. Such forward-looking statements are subject to numerous risks, uncertainties and assumptions, including (i) those relating to the matters described above, (ii) those included in the Risk Factors sections of the Company's filings with the Securities and Exchange Commission, and (iii) those described on the following page. Should one or more of these risks materialize, or should any underlying assumption prove incorrect, actual results may vary materially from those projected in the forward-looking statements. The Company assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. SLIDE 3 FORWARD LOOKING INFORMATION Certain Risks and Uncertainties - ------------------------------- * Demand for towers and wireless communication sites may be lower or slower than anticipated for numerous reasons, including reduced carrier expansion, carrier consolidation, network sharing, technology development, or RF health concerns * Demand for wireless communications may be lower or slower than anticipated for numerous reasons, including slow customer adoption rates of 2.5/3G and other technologies * Our strategy may be more difficult to implement than anticipated due to financial or other reasons, including our significant amount of indebtedness, or reduced cash flow as a result of reduced revenues or increased operating costs, interest rates or capital expenditures
SLIDE 4 CROWN CASTLE LEADS THE INDUSTRY * Largest independent wireless tower operator in the world - Largest tower portfolio (16,000 towers y/e 2001) - Largest operating platform * Highest revenue per tower ($40,000 +LQA) * Highest operating margins (56% Q4 2001Estimated) * Most experienced engineering staff SLIDE 5 MISSION AND STRATEGY Mission - ------- * To develop, deploy, own, and operate the most technologically advanced, shared communications infrastructure . . . Strategy - -------- * Lease existing towers * Streamline operations * Maximize site revenue * Allocate capital efficiently SLIDE 6 PREMIER USA NATIONAL TOWER FOOTPRINT [Map showing Crown Castle International Corp. USA tower footprint] SLIDE 7 PREMIER UK NATIONAL TOWER FOOTPRINT [Map showing Crown Castle International Corp. United Kingdom tower footprint] SLIDE 8 REVENUE BY CUSTOMER & INDUSTRY % of Recurring Revenue - ---------------------- BBC 15.2% Verizon 12.0% ITV Digital 5.1% Cingular 4.6% Deutsche Telecom 4.5% Nextel 4.3% NTL 3.7% British Telecom 3.5% Voice Stream 2.6% - ------------ ---- Subtotal 55.7% Other 44.3% [The following is a tabular representation of graphical materials] Recurring Revenue by Industry - ----------------------------- Broadcast 26% Telecoms 72% Other 2%
SLIDE 9 TOWER PERFORMANCE BY YEAR Annualized Rev/Tower Telecom & As of 9/30/01 (000's) BBE Margin % Broadcast ROA - ----------------------------------- ------ --------- ------- ------------- CCUK 69.9 N/A 51% 9% CCUS Pre 1998 70.8 3.93 77% 16% 1998 46.3 2.57 65% 9% 1999 39.3 2.18 59% 5% 2000 27.8 1.54 42% 3% SLIDE 10 FINANCIAL STRATEGY - ------------------ * Capital Allocation - Debt service (i.e. cash interest) - Tower builds & improvements - Service offerings (e.g., backhaul) * Liquidity - Fully-funded for existing business plan - Adequate covenant headroom * Capital Structure - Reduce the cost of capital through operating performance and de-leveraging the balance sheet SLIDE 11 THE PATH TO FREE CASH FLOW IN 2004 Objective: Achieve positive free cash flow after interest and capital expenditures in 2004 with existing financial resources while significantly de- leveraging the capital structure. Solution: Continued execution of the core tower leasing business and allocation of capital spending to value-enhancing activities within the constraints imposed. SLIDE 12 ONE TOWER MODEL Q4 01E Q4 02E Q4 03E Q4 04E Annualized Annualized Annualized Annualized -------------------------------------------------------------------------- BBEs 2.25 2.61 2.99 3.37 Revenue $40,500 $47,000 $53,800 $60,600 Operating Expenses 16,000 16,800 17,600 18,400 G&A 1,900 2,100 2,200 2,300 ------- ------- ------- ------- EBITDA 22,600 28,100 34,000 39,900 EBITDA Margin 56% 60% 63% 66% Incremental Margin 85% 87% 87% Revenue Growth 16% 14% 13% EBITDA Growth 24% 21% 17% Assumes leasing at .4 BBE annually
SLIDE 13 2002-2004 FORECAST (In Millions) 2002 2003 2004 ---------- ---------- ----------- Tower Revenue $685 - 710 $810 - 840 $950 - 1000 Tower Gross Profit 405 - 450 510 - 560 620 - 690 Service Gross Profit 50 - 60 60 - 70 65 - 75 Total G&A 79 - 88 83 - 92 88 - 97 EBITDA 385 - 415 480 - 530 595 - 655 Capital Expenditures 510 - 610 325 - 425 260 - 360 Interest Expense 280 - 310 280 - 315 330 - 370 Cash Interest Expense 180 - 200 195 - 220 295 - 325 Based on expected lease-up of .4 - .45 tenants per tower annually SLIDE 14 EBITDA FORECAST [The following is a tabular representation of graphical materials] Actual / Projected Mid-point of EBITDA Guidance (in millions) 1999 2000 2001 2002 2003 2004 Actual Actual Estimated Estimated Estimated Estimated - ------ ------ --------- --------- --------- --------- $140 $247 $320 $400 $505 $625 (35% CAGR) SLIDE 15 CAPITAL EXPENDITURES FORECAST [The following is a tabular representation of graphical materials] Projected Midpoint of Capex Guidance (in millions) 2001 2002 2003 2004 Estimated Estimated Estimated Estimated - ------------ --------- --------- --------- $750 $ 560 $ 375 $ 310 SLIDE 16 FREE CASH FLOW FORECAST [The following is a tabular representation of graphical materials] 2001 2002 2003 2004 Estimated Estimated Estimated Estimated --------- --------- --------- --------- Free Cash Flow (in millions) ($690) ($350) ($77) $5 Consolidated Net Debt + PIK / LQA EBITDA 8.0x 7.6x 6.4x 5.4x
SLIDE 17 LIQUIDITY FORECAST [The following is a tabular representation of graphical materials] 2001 2002 2003 2004 (in millions) Estimated Estimated Estimated Estimated --------- --------- --------- --------- Debt Availability $ 580 $ 500 $ 465 $415 Cash $ 850 $ 500 $ 270 $340 ------ ------ ----- ---- Total $1,430 $1,000 $ 735 $755 SLIDE 18 CROWN CASTLE INTERNATIONAL CORP. NYSE: CCI John P. Kelly - Chief Executive Officer SLIDE 19 CURRENT STATE OF MIND * Wireless industry growth slowing due to wireless data delays * Current coverage is sufficient * 2.5/3G technologies reduce need for more sites * Capital constraints may result in carriers waiting * Capacity problems can be fixed with equipment and without sites * Spectrum relief & removal of spectrum cap means fewer sites SLIDE 20 1984: 5-YEAR PROJECTIONS [The following is a tabular representation of graphical materials] (Subscribers in Thousands) 1984 1985 1986 1987 1988 1989 ------ ---- ---- ---- ----- ----- Forecast (Original Industry Projection) 0 50 100 200 200 200 Actual 0 390 602 1,289 2,148 3,502 (Source: CTIA) SLIDE 21 1990: 5-YEAR PROJECTIONS [The following is a tabular representation of graphical materials] (Subscribers in Millions) 1990 1991 1992 1993 1994 1995 ---- ---- ----- ----- ----- ----- Forecast (Original Industry Projection) 5.52 8.00 11.20 15.12 18.44 21.76 Actual 5.28 7.56 11.03 16.01 24.13 33.79 (Source: Kagan World Media)
SLIDE 22 1995 5-YEAR PROJECTIONS [The following is a tabular representation of graphical materials] (Subscribers in Millions) 1995 1996 1997 1998 1999 2000 ----- ----- ----- ----- ----- ----- Forecast (Original Industry Projection) 34.78 46.45 57.37 66.90 76.54 85.63 Actual 33.79 44.04 55.31 66.21 86.05 109.48 (Source: Kagan World Media) SLIDE 23 CURRENT REALITY * Usage growth is sky-rocketing * Coverage is work in progress * Technical realities demand more sites to improve performance - Spectrum constraints in a highly competitive environment - TDMA/GSM spectral efficiency near maximum potential - New PCS network build-outs - In-building penetration coverage - Additional 2.5/3G packet data network loading SLIDE 24 CARRIERS' FOCUS "more minute" campaigns . . . [Pictures of carrier promotions for high minutes of use rates] SLIDE 25 USAGE IS SKYROCKETING - - driven by price elasticity 3-yr MOU CAGR = 60% [Graph showing rising minutes of use from 1992 through 2000] [Graph showing rising subscribers from 1991 through 2000] [Graph showing rising monthly usage per subscriber from 1993 through 2000] [Graph showing ARPU (revenue per month per subscriber) declining from 1993 through 2000] [Graph showing price per minute declining from 1993 through 2000] SLIDE 26 NETWORK COVERAGE ISSUES Situation - --------- * Cellular coverage still incomplete * PCS coverage (as % of population)... less complete * PCS frequencies don't propagate as well as cellular * Lack of coverage is number one driver of churn and adds * Huge financial incentive to prevent churn Implication - ----------- * PCS carriers will aggressively add coverage sites
SLIDE 27 WHY CARRIERS EXPERIENCE CHURN [The following is a tabular representation of graphical materials] Reason Choose Provider - ---------------------- Good Coverage 20% Promo/Sale 18% Recommended 8% Price 8% Group Plan 5% Reason Switched Provider - ------------------------ Good Coverage 18% Price Plan 17% Promo/Sale 12% Customer service 9% Recommended 5% (Source: Telephia; n = 50,000 for choose and 9,500 for switched) SLIDE 28 NYC CASE STUDY [The following is a description of graphical materials] Correlating factors to churn - ---------------------------- Dropped Calls (higher correlation) Customer Service Coverage Network Quality Blocked Calls (lower correlation) [Graphic entitled "Net Q Satisfaction vs. Churn: New York" showing increased WSI Net Q Score leads to lower churn rate. Chart states "Increase relative saturation by 14% decreases churn by 1.25%"] * For a 20% market player in NYC with 1.2 million subscribers, reduced churn equals greater than $65 million in annual cost savings. * At $350,000 per cell site, carrier could build 185 new cell sites per year, further reducing churn. SLIDE 29 FINANCIAL MAGNITUDE OF CHURN * Impact to industry of a 1.25% reduction in churn: $6.65 billion savings * $6.65 billion could build 19,000 cell sites per year at $350k per site (Source Calc: 123.2 million subscribers x 1.25% x 12 months per year x $ 360 per CPGA) SLIDE 30 RESULT * Financial realities for carriers make network performance #1 priority * Significant percentage of carrier expenditure will be based on site development
SLIDE 31 TROUBLE SPOTS BY TOWER & OPERATOR [Graphic entitled "Site Analysis, 2 Mile Radius, San Francisco March 2001"] (Source: Telephia) SLIDE 32 TOWER SITE DEMAND PROJECTIONS * What is the future cell site density for 2G likely to be? * Answers can be proxied by analysis of available metrics: - Drive test data - Dropped calls, call quality problems, and no service areas - Estimate of operators' cell density - Demographic proxies - Scanning receivers (customer churn) - Switch statistics (not available to tower companies) SLIDE 33 TOWER SITE DEMAND PROJECTIONS * If we consider 3G high speed data, then cell site density can be projected based on one key assumption: Data Rate Required SLIDE 34 MIGRATION TO 3G [Graphic showing possible evolution of technologies from 2000 through 2004] (Source: The Strategis Group) SLIDE 35 WIRELESS DATA: 3G Relation to cell site density . . . [Graphic showing higher bits/HZ technologies require smaller cell sites] Increases in bits/HZ throughput requires smaller cell sites SLIDE 36 WIRELESS DATA * All of today's systems were designed for voice (12.2 KBPS) and will require additional sites to provide ubiquitous high speed data. * Three times the number of cell sites will be required, unless: - Operator elects to accept lower speed data in marginal areas - Certain technologies can improve radio link quality "enough" to support lower speed data.
SLIDE 37 CURENT 5-YEAR PROJECTIONS [The following is a tabular representation of graphical materials] (Subscribers in Millions) 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- Forecast 106 135 162 181 201 221 (Source: CTIA) SLIDE 38 US STILL RELATIVELY UNTAPPED [The following is a tabular representation of graphical materials] Penetration Rate by Country --------------------------- Austria 83.70% Italy 80.11% Sweden 77.62% Portugal 72.44% UK 72.38% Netherlands 71.94% Switzerland 71.51% Norway 70.12% Ireland 69.89% Spain 66.29% Germany 64.38% Australia 59.20% France 56.71% US 42.19% (Source: Global Mobile) SLIDE 39 CONCLUSION Three major items impact wireless growth . . . Quality of service Cultural acceptance Spectrum availability