Delaware | 001-16441 | 76-0470458 | |||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||
1220 Augusta Drive, Suite 600 Houston, TX | 77057 | ||||||
(Address of principal executive offices) | (Zip Code) |
(Former name or former address, if changed since last report.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description | |
99.1 | ||
99.2 |
CROWN CASTLE INTERNATIONAL CORP. | ||||
By: | /s/ Kenneth J. Simon | |||
Name: | Kenneth J. Simon | |||
Title: | Senior Vice President and General Counsel |
NEWS RELEASE October 18, 2017 |
Contacts: Dan Schlanger, CFO | |
Son Nguyen, VP & Treasurer | |
FOR IMMEDIATE RELEASE | Crown Castle International Corp. |
713-570-3050 |
(in millions) | Actual | Midpoint Q3 2017 Outlook(b) | Actual Compared to Outlook | |||
Q3 2017 | Q3 2016 | Change | % Change | |||
Site rental revenues | $893 | $812 | +$81 | 10% | $891 | +$2 |
Net income (loss) | $115 | $98 | +$17 | 17% | $100 | +$15 |
Adjusted EBITDA(a) | $605 | $564 | +$41 | 7% | $603 | +$2 |
AFFO(a) | $459 | $416 | +$43 | 10% | $450 | +$9 |
Weighted-average common shares outstanding - diluted | 397 | 338 | +59 | 17% | 368 | +29 |
(a) | See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein. |
(b) | As issued on July 19, 2017. |
News Release continued: | Page 2 |
• | Site rental revenues. Site rental revenues grew approximately 10%, or $81 million, from third quarter 2016 to third quarter 2017, inclusive of approximately $41 million in Organic Contribution to Site Rental Revenues plus $52 million in contributions from acquisitions and other items, less a $12 million reduction in straight-lined revenues. The $41 million in Organic Contribution to Site Rental Revenues represents approximately 5% growth, comprised of approximately 8% growth from new leasing activity and contracted tenant escalations, net of approximately 3% from tenant non-renewals. |
• | Net income (loss). Net income (loss) for third quarter 2017 was $115 million. |
• | AFFO. AFFO for third quarter 2017 benefited from approximately $5 million in lower than expected sustaining capital expenditures during the quarter. This benefit is primarily attributable to timing, as the unspent amount from third quarter 2017 is expected to be spent during fourth quarter 2017. |
• | Capital expenditures and acquisitions. Capital expenditures during the quarter were approximately $288 million, comprised of approximately $24 million of land purchases, approximately $24 million of sustaining capital expenditures and approximately $240 million of revenue generating capital expenditures. |
• | Common stock dividend. During the quarter, Crown Castle paid common stock dividends of approximately $386 million in the aggregate, or $0.95 per common share, an increase of approximately 7% on a per share basis compared to the same period a year ago. |
• | Financing activities related to pending acquisition of Lightower. During third quarter 2017, to fund the pending acquisition of LTS Group Holdings LLC ("Lightower"), Crown Castle issued $1.75 billion in aggregate principal amount of senior unsecured notes, $1.65 billion in mandatory convertible preferred stock and 40.15 million shares of common stock (collectively, "Lightower Financings"). The common stock issuance raised approximately $3.8 billion in net proceeds and increased the weighted-average common shares outstanding on a diluted basis by 29 million and 17 million for third quarter 2017 and full year 2017, respectively. Except for the impact related to the Lightower Financings, the pending acquisition of Lightower did not contribute to results during third quarter 2017. The acquisition of Lightower is expected to close by year-end 2017, and Crown Castle expects to use the proceeds from the Lightower Financings and borrowings under its revolving credit facility to fund the acquisition at close. |
News Release continued: | Page 3 |
(in millions) | Fourth Quarter 2017 | Full Year 2017(a) | Full Year 2018(a) | ||||||
Site rental revenues | $904 | to | $909 | $3,522 | to | $3,527 | $4,546 | to | $4,591 |
Site rental cost of operations(b) | $281 | to | $286 | $1,096 | to | $1,101 | $1,360 | to | $1,405 |
Net income (loss) | $91 | to | $116 | $438 | to | $463 | $515 | to | $595 |
Adjusted EBITDA(c) | $624 | to | $629 | $2,399 | to | $2,404 | $3,013 | to | $3,058 |
Interest expense and amortization of deferred financing costs(d) | $159 | to | $164 | $590 | to | $595 | $644 | to | $689 |
FFO(c) | $376 | to | $381 | $1,590 | to | $1,595 | $1,910 | to | $1,955 |
AFFO(c)(f) | $430 | to | $435 | $1,779 | to | $1,784 | $2,219 | to | $2,264 |
Weighted-average common shares outstanding - diluted(e) | 408 | 383 | 408 |
(a) | Except for the impact related to the Lightower Financings, the full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. Full year 2018 Outlook includes the expected contribution from the pending acquisition of Lightower. |
(b) | Exclusive of depreciation, amortization and accretion. |
(c) | See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein. |
(d) | See reconciliation of "components of interest expense and amortization of deferred financing costs" herein for a discussion of non-cash interest expense. |
(e) | The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count. |
(f) | Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See "Sustaining capital expenditures" and "Integration capital expenditures" within "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information. |
Midpoint of FY 2017 Outlook to FY 2016 Actual Comparison | Previous Full Year 2017 Outlook(b) | Current Compared to Previous Outlook | ||||
(in millions) | Current Full Year 2017 Outlook | Full Year 2016 Actual | Change | % Change | ||
Site rental revenues | $3,525 | $3,233 | +$292 | +9% | $3,517 | +$8 |
Net income (loss) | $451 | $357 | +$94 | +26% | $451 | — |
Adjusted EBITDA(a) | $2,402 | $2,228 | +$174 | +8% | $2,402 | — |
AFFO(a) | $1,782 | $1,610 | +$172 | +11% | $1,826 | -$44 |
Weighted-average common shares outstanding - diluted(c) | 383 | 341 | +42 | +12% | 366 | +17 |
(a) | See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein. |
(b) | As issued on July 19, 2017. Represents midpoint of Outlook. |
(c) | The assumption for full year 2017 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count. |
News Release continued: | Page 4 |
• | The updated full year 2017 Outlook primarily reflects higher than expected results from the third quarter and an expectation of continued strong leasing activity during the fourth quarter, offset by higher repair and maintenance expenses associated with hurricanes Harvey, Irma and Maria. |
• | The full year 2017 Outlook for AFFO is negatively impacted by $44 million from interest expense, net of interest income, and cash dividends paid on preferred stock as a result of the Lightower Financings. Excluding the impact of the Lightower Financings, the midpoint of the updated full year 2017 Outlook for AFFO is unchanged compared to our previous full year 2017 Outlook at approximately $1.826 billion. Except for the impact from the Lightower Financings, the updated full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. |
• | The chart below reconciles the components of expected growth in AFFO from 2016 to 2017 of approximately $172 million at the midpoint. |
Midpoint of FY 2018 Outlook to Midpoint of FY 2017 Outlook | ||||
(in millions) | Current Full Year 2018 Outlook(a) | Current Full Year 2017 Outlook(a) | Change | % Change |
Site rental revenues | $4,569 | $3,525 | +$1,044 | +30% |
Net income (loss) | $555 | $451 | +$104 | +23% |
Adjusted EBITDA(b) | $3,036 | $2,402 | +$634 | +26% |
AFFO(b)(d) | $2,242 | $1,782 | +$460 | +26% |
Weighted-average common shares outstanding - diluted(c) | 408 | 383 | +25 | +7% |
(a) | Except for the impact related to the Lightower Financings, the full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. Full year 2018 Outlook includes the expected contribution from the pending acquisition of Lightower. |
(b) | See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein. |
News Release continued: | Page 5 |
(c) | The assumption for full year 2017 and full year 2018 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count. |
(d) | Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See "Sustaining capital expenditures" and "Integration capital expenditures" within "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information. |
• | The full year 2018 Outlook includes the expected contribution from the pending acquisition of Lightower, which is assumed to close on December 31, 2017 for purposes of the full year 2017 Outlook and full year 2018 Outlook. As previously disclosed, for 2018, the pending acquisition of Lightower is expected to contribute $850 million to $870 million in site rental revenues, $163 million to $213 million in net income, $510 million to $530 million in Adjusted EBITDA and $465 million to $485 million in AFFO before financing costs. Further, during 2018, Crown Castle expects to incur integration costs of approximately $20 million to $40 million and integration capital expenditures of approximately $20 million to $25 million related to the pending acquisition of Lightower. |
• | The chart below reconciles the components of expected growth in site rental revenues from 2017 to 2018 of $1.020 billion to $1.065 billion, inclusive of expected Organic Contribution to Site Rental Revenues during 2018 of $185 million to $225 million compared to the midpoint of full year 2017 Outlook of $166 million. |
• | New leasing activity is expected to contribute $190 million to $220 million to 2018 Organic Contribution to Site Rental Revenues, consisting of new leasing activity from Towers of $100 million to $115 million and Small Cells of $90 million to $105 million. In comparison to full year 2017, Towers new leasing activity is expected to be modestly higher, and Small Cells new leasing activity is expected to increase by approximately $30 million. |
• | Acquisitions of FPL FiberNet Holdings, LLC ("FiberNet") and Wilcon Holdings LLC ("Wilcon"), both of which closed during 2017, and the pending acquisition of Lightower are collectively expected to contribute between $885 million and $905 million to site rental revenues during 2018. |
News Release continued: | Page 6 |
• | The chart below reconciles the components of expected growth in AFFO from 2017 to 2018 of between $440 million and $480 million. |
• | Incremental contribution to AFFO from the pending acquisition of Lightower is expected to be approximately $335 million to $355 million, net of the incremental financing expenses compared to 2017. |
• | Additional information is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website. |
News Release continued: | Page 7 |
• | Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the wireless infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. |
• | AFFO is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock) and (2) sustaining capital expenditures, and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment. |
• | FFO is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations. |
News Release continued: | Page 8 |
• | Organic Contribution to Site Rental Revenues is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses the Organic Contribution to Site Rental Revenues to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, new leasing activities and customer non-renewals in our core business, as well to forecast future results. Organic Contribution to Site Rental Revenues is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP. |
News Release continued: | Page 9 |
News Release continued: | Page 10 |
For the Three Months Ended | For the Twelve Months Ended | ||||||||||
September 30, 2017 | September 30, 2016 | December 31, 2016 | |||||||||
(in millions) | |||||||||||
Net income (loss) | $ | 115.2 | $ | 98.4 | $ | 357.0 | |||||
Adjustments to increase (decrease) net income (loss): | |||||||||||
Asset write-down charges | 5.3 | 8.3 | 34.5 | ||||||||
Acquisition and integration costs | 13.2 | 2.7 | 17.5 | ||||||||
Depreciation, amortization and accretion | 296.0 | 280.8 | 1,108.6 | ||||||||
Amortization of prepaid lease purchase price adjustments | 5.0 | 5.4 | 21.3 | ||||||||
Interest expense and amortization of deferred financing costs(a) | 154.1 | 129.9 | 515.0 | ||||||||
Gains (losses) on retirement of long-term obligations | — | 10.3 | 52.3 | ||||||||
Interest income | (11.2 | ) | (0.2 | ) | (0.8 | ) | |||||
Other income (expense) | — | 0.8 | 8.8 | ||||||||
Benefit (provision) for income taxes | 2.4 | 5.0 | 16.9 | ||||||||
Stock-based compensation expense | 24.7 | 22.6 | 96.5 | ||||||||
Adjusted EBITDA(b)(c) | $ | 604.8 | $ | 564.1 | $ | 2,227.5 |
(a) | See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein for a discussion of non-cash interest expense. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA. |
(c) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
Q4 2017 | Full Year 2017 | Full Year 2018 | |||||||||
(in millions) | Outlook | Outlook | Outlook | ||||||||
Net income (loss) | $91 | to | $116 | $438 | to | $463 | $515 | to | $595 | ||
Adjustments to increase (decrease) net income (loss): | |||||||||||
Asset write-down charges | $9 | to | $11 | $19 | to | $21 | $35 | to | $45 | ||
Acquisition and integration costs | $11 | to | $15 | $38 | to | $42 | $64 | to | $74 | ||
Depreciation, amortization and accretion | $296 | to | $310 | $1,176 | to | $1,190 | $1,508 | to | $1,544 | ||
Amortization of prepaid lease purchase price adjustments | $4 | to | $6 | $19 | to | $21 | $19 | to | $21 | ||
Interest expense and amortization of deferred financing costs(a) | $159 | to | $164 | $590 | to | $595 | $644 | to | $689 | ||
Gains (losses) on retirement of long-term obligations | $0 | to | $0 | $4 | to | $4 | $0 | to | $0 | ||
Interest income | $(1) | to | $1 | $(14) | to | $(12) | $(2) | to | $2 | ||
Other income (expense) | $(1) | to | $3 | $(4) | to | $0 | $3 | to | $5 | ||
Benefit (provision) for income taxes | $3 | to | $7 | $14 | to | $18 | $32 | to | $40 | ||
Stock-based compensation expense | $23 | to | $25 | $89 | to | $91 | $115 | to | $120 | ||
Adjusted EBITDA(b)(c) | $624 | to | $629 | $2,399 | to | $2,404 | $3,013 | to | $3,058 |
(a) | See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein for a discussion of non-cash interest expense. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA. |
(c) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
News Release continued: | Page 11 |
For the Three Months Ended | For the Nine Months Ended | For the Twelve Months Ended | |||||||||||||||||
(in millions) | September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | December 31, 2016 | ||||||||||||||
Net income (loss) | $ | 115.2 | $ | 98.4 | $ | 346.4 | $ | 232.3 | $ | 357.0 | |||||||||
Real estate related depreciation, amortization and accretion | 287.9 | 274.2 | 857.3 | 815.1 | 1,082.1 | ||||||||||||||
Asset write-down charges | 5.3 | 8.3 | 10.3 | 28.3 | 34.5 | ||||||||||||||
Dividends on preferred stock | — | (11.0 | ) | — | (33.0 | ) | (44.0 | ) | |||||||||||
FFO(a)(b)(c)(d)(e) | $ | 408.4 | $ | 369.9 | $ | 1,214.0 | $ | 1,042.6 | $ | 1,429.5 | |||||||||
FFO (from above) | $ | 408.4 | $ | 369.9 | $ | 1,214.0 | $ | 1,042.6 | $ | 1,429.5 | |||||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||||||
Straight-lined revenue | 3.4 | (8.8 | ) | 3.0 | (42.4 | ) | (47.4 | ) | |||||||||||
Straight-lined expense | 24.0 | 23.5 | 69.9 | 71.1 | 94.2 | ||||||||||||||
Stock-based compensation expense | 24.7 | 22.6 | 66.5 | 75.3 | 96.5 | ||||||||||||||
Non-cash portion of tax provision | (1.5 | ) | 3.5 | (2.7 | ) | 5.2 | 7.3 | ||||||||||||
Non-real estate related depreciation, amortization and accretion | 8.1 | 6.6 | 22.9 | 19.6 | 26.5 | ||||||||||||||
Amortization of non-cash interest expense | 2.4 | 3.3 | 7.6 | 11.3 | 14.3 | ||||||||||||||
Other (income) expense | — | 0.8 | (3.5 | ) | 4.6 | 8.8 | |||||||||||||
Gains (losses) on retirement of long-term obligations | — | 10.3 | 3.5 | 52.3 | 52.3 | ||||||||||||||
Acquisition and integration costs | 13.2 | 2.7 | 27.1 | 11.5 | 17.5 | ||||||||||||||
Capital improvement capital expenditures | (10.9 | ) | (10.0 | ) | (27.3 | ) | (25.4 | ) | (42.8 | ) | |||||||||
Corporate capital expenditures | (13.4 | ) | (8.5 | ) | (32.4 | ) | (22.4 | ) | (46.9 | ) | |||||||||
AFFO(a)(b)(c)(d)(e) | $ | 458.5 | $ | 415.8 | $ | 1,348.6 | $ | 1,203.5 | $ | 1,609.9 |
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definitions of FFO and AFFO. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Diluted weighted-average common shares outstanding were 397.0 million, 338.4 million, 375.0 million, 337.1 million and 340.9 million for the three months ended September 30, 2017 and 2016, the nine months ended September 30, 2017 and 2016 and the twelve months ended December 31, 2016, respectively. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | Attributable to CCIC common stockholders. |
News Release continued: | Page 12 |
Q4 2017 | Full Year 2017 | Full Year 2018 | |||||||||
(in millions) | Outlook | Outlook | Outlook | ||||||||
Net income (loss) | $91 | to | $116 | $438 | to | $463 | $515 | to | $595 | ||
Real estate related depreciation, amortization and accretion | $290 | to | $300 | $1,147 | to | $1,157 | $1,442 | to | $1,463 | ||
Asset write-down charges | $9 | to | $11 | $19 | to | $21 | $35 | to | $45 | ||
Dividends on preferred stock | $(30) | to | $(30) | $(30) | to | $(30) | $(113) | to | $(113) | ||
FFO(a)(b)(c)(d)(e) | $376 | to | $381 | $1,590 | to | $1,595 | $1,910 | to | $1,955 | ||
FFO (from above) | $376 | to | $381 | $1,590 | to | $1,595 | $1,910 | to | $1,955 | ||
Adjustments to increase (decrease) FFO: | |||||||||||
Straight-lined revenue | $5 | to | $10 | $8 | to | $13 | $57 | to | $77 | ||
Straight-lined expense | $20 | to | $25 | $90 | to | $95 | $70 | to | $90 | ||
Stock-based compensation expense | $23 | to | $25 | $89 | to | $91 | $115 | to | $120 | ||
Non-cash portion of tax provision | $(2) | to | $3 | $(4) | to | $1 | $(7) | to | $8 | ||
Non-real estate related depreciation, amortization and accretion | $6 | to | $10 | $29 | to | $33 | $66 | to | $81 | ||
Amortization of non-cash interest expense | $1 | to | $6 | $9 | to | $14 | $6 | to | $16 | ||
Other (income) expense | $(1) | to | $3 | $(4) | to | $0 | $3 | to | $5 | ||
Gains (losses) on retirement of long-term obligations | $0 | to | $0 | $4 | to | $4 | $0 | to | $0 | ||
Acquisition and integration costs | $11 | to | $15 | $38 | to | $42 | $64 | to | $74 | ||
Capital improvement capital expenditures | $(11) | to | $(6) | $(39) | to | $(34) | $(73) | to | $(63) | ||
Corporate capital expenditures | $(19) | to | $(14) | $(52) | to | $(47) | $(53) | to | $(43) | ||
AFFO(a)(b)(c)(d)(e)(f) | $430 | to | $435 | $1,779 | to | $1,784 | $2,219 | to | $2,264 |
(a) | The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is 408.0 million, 383.4 million and 408.0 million, respectively, based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of 6.875% Mandatory Convertible Preferred Stock in the share count. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion for our definitions of FFO and AFFO. |
(c) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | Attributable to CCIC common stockholders. |
(f) | Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See "Sustaining capital expenditures" and "Integration capital expenditures" within "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information. |
News Release continued: | Page 13 |
Previously Issued | Previously Issued | ||||||
Q3 2017 | Full Year 2017 | ||||||
(in millions) | Outlook | Outlook | |||||
Net income (loss) | $90 | to | $110 | $426 | to | $476 | |
Adjustments to increase (decrease) net income (loss): | |||||||
Asset write-down charges | $9 | to | $11 | $20 | to | $30 | |
Acquisition and integration costs | $8 | to | $12 | $28 | to | $38 | |
Depreciation, amortization and accretion | $296 | to | $310 | $1,178 | to | $1,208 | |
Amortization of prepaid lease purchase price adjustments | $4 | to | $6 | $19 | to | $21 | |
Interest expense and amortization of deferred financing costs | $142 | to | $147 | $552 | to | $582 | |
Gains (losses) on retirement of long-term obligations | $0 | to | $0 | $4 | to | $4 | |
Interest income | $(1) | to | $1 | $(3) | to | $1 | |
Other income (expense) | $(1) | to | $3 | $(2) | to | $0 | |
Benefit (provision) for income taxes | $3 | to | $7 | $14 | to | $22 | |
Stock-based compensation expense | $24 | to | $26 | $89 | to | $94 | |
Adjusted EBITDA(a)(b) | $600 | to | $605 | $2,389 | to | $2,414 |
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA. |
(b) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
Previously Issued | Previously Issued | ||||||
Q3 2017 | Full Year 2017 | ||||||
(in millions) | Outlook | Outlook | |||||
Net income (loss) | $90 | to | $110 | $426 | to | $476 | |
Real estate related depreciation, amortization and accretion | $291 | to | $301 | $1,154 | to | $1,174 | |
Asset write-down charges | $9 | to | $11 | $20 | to | $30 | |
FFO(a)(b)(c) | $404 | to | $409 | $1,623 | to | $1,653 | |
FFO (from above) | $404 | to | $409 | $1,623 | to | $1,653 | |
Adjustments to increase (decrease) FFO: | |||||||
Straight-lined revenue | $0 | to | $5 | $4 | to | $19 | |
Straight-lined expense | $20 | to | $25 | $81 | to | $96 | |
Stock-based compensation expense | $24 | to | $26 | $89 | to | $94 | |
Non-cash portion of tax provision | $(2) | to | $3 | $(6) | to | $4 | |
Non-real estate related depreciation, amortization and accretion | $5 | to | $9 | $24 | to | $34 | |
Amortization of non-cash interest expense | $2 | to | $5 | $9 | to | $15 | |
Other (income) expense | $(1) | to | $3 | $(2) | to | $0 | |
Gains (losses) on retirement of long-term obligations | $0 | to | $0 | $4 | to | $4 | |
Acquisition and integration costs | $8 | to | $12 | $28 | to | $38 | |
Capital improvement capital expenditures | $(15) | to | $(10) | $(41) | to | $(31) | |
Corporate capital expenditures | $(19) | to | $(14) | $(53) | to | $(43) | |
AFFO(a)(b)(c) | $447 | to | $452 | $1,813 | to | $1,838 |
(a) | Previously issued third quarter 2017 and full year 2017 outlook assumes diluted common shares outstanding as of June 30, 2017 of approximately 367.5 million and 365.7 million, respectively. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein for a discussion for our definitions of FFO and AFFO. |
(c) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
News Release continued: | Page 14 |
Three Months Ended September 30, | |||||||
(in millions) | 2017 | 2016 | |||||
Components of changes in site rental revenues(f): | |||||||
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(a)(c) | $ | 803 | $ | 737 | |||
New leasing activity(a)(c) | 40 | 45 | |||||
Escalators | 21 | 22 | |||||
Non-renewals | (20 | ) | (20 | ) | |||
Organic Contribution to Site Rental Revenues(d) | 41 | 47 | |||||
Straight-lined revenues associated with fixed escalators | (3 | ) | 9 | ||||
Acquisitions and builds(b) | 52 | 19 | |||||
Other | — | — | |||||
Total GAAP site rental revenues | $ | 893 | $ | 812 | |||
Year-over-year changes in revenue: | |||||||
Reported GAAP site rental revenues | 10.0 | % | |||||
Organic Contribution to Site Rental Revenues(d)(e) | 5.1 | % |
(a) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(b) | The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build. |
(c) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(d) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein. |
(e) | Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period. |
(f) | Additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website. |
News Release continued: | Page 15 |
(in millions) | Midpoint of Full Year 2017 Outlook | Full Year 2018 Outlook | |
Components of changes in site rental revenues(g): | |||
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(a)(c) | $3,186 | $3,534 | |
New leasing activity(a)(c) | 172 | 190-220 | |
Escalators | 84 | 80-90 | |
Non-renewals | (90) | (95)-(75) | |
Organic Contribution to Site Rental Revenues(d) | 166 | 185-225 | |
Straight-lined revenues associated with fixed escalators | (10) | (65)-(45) | |
Acquisitions and builds(b) | 183 | 885-905 | |
Other | — | — | |
Total GAAP site rental revenues | $3,525 | $4,546-$4,591 | |
Year-over-year changes in revenue:(f) | |||
Reported GAAP site rental revenues | 9.0% | 29.6% | |
Organic Contribution to Site Rental Revenues(d)(e) | 5.2% | 5.8% |
(a) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(b) | The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build. |
(c) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(d) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein. |
(e) | Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period. |
(f) | Calculated based on midpoint of Full Year 2017 Outlook and Full Year 2018 Outlook. |
(g) | Additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website. |
News Release continued: | Page 16 |
For the Three Months Ended | |||||||
(in millions) | September 30, 2017 | September 30, 2016 | |||||
Interest expense on debt obligations | $ | 151.8 | $ | 126.6 | |||
Amortization of deferred financing costs and adjustments on long-term debt, net | 4.9 | 4.6 | |||||
Other, net | (2.5 | ) | (1.3 | ) | |||
Interest expense and amortization of deferred financing costs | $ | 154.1 | $ | 129.9 |
Q4 2017 | Full Year 2017 | Full Year 2018 | |||||||||
(in millions) | Outlook | Outlook | Outlook | ||||||||
Interest expense on debt obligations | $157 | to | $162 | $580 | to | $585 | $645 | to | $665 | ||
Amortization of deferred financing costs and adjustments on long-term debt, net | $4 | to | $7 | $18 | to | $21 | $17 | to | $22 | ||
Other, net | $(3) | to | $(1) | $(9) | to | $(7) | $(11) | to | $(6) | ||
Interest expense and amortization of deferred financing costs | $159 | to | $164 | $590 | to | $595 | $644 | to | $689 |
(in millions) | Face Value | Final Maturity | |||
Bank debt - variable rate: | |||||
2016 Revolver | $ | — | Aug. 2022 | ||
2016 Term Loan A | 2,416.3 | Aug. 2022 | |||
Total bank debt | 2,416.3 | ||||
Securitized debt - fixed rate: | |||||
Secured Notes, Series 2009-1, Class A-1(a) | 37.9 | Aug. 2019 | |||
Secured Notes, Series 2009-1, Class A-2(a) | 70.0 | Aug. 2029 | |||
Tower Revenue Notes, Series 2010-3(b) | 1,250.0 | Jan. 2040 | |||
Tower Revenue Notes, Series 2010-6(b) | 1,000.0 | Aug. 2040 | |||
Tower Revenue Notes, Series 2015-1(b) | 300.0 | May 2042 | |||
Tower Revenue Notes, Series 2015-2(b) | 700.0 | May 2045 | |||
Total securitized debt | 3,357.9 | ||||
Bonds - fixed rate: | |||||
5.250% Senior Notes | 1,650.0 | Jan. 2023 | |||
3.849% Secured Notes | 1,000.0 | Apr. 2023 | |||
4.875% Senior Notes | 850.0 | Apr. 2022 | |||
3.400% Senior Notes | 850.0 | Feb. 2021 | |||
4.450% Senior Notes | 900.0 | Feb. 2026 | |||
3.700% Senior Notes | 750.0 | June 2026 | |||
2.250% Senior Notes | 700.0 | Sept. 2021 | |||
4.000% Senior Notes | 500.0 | Mar. 2027 | |||
4.750% Senior Notes | 350.0 | May 2047 | |||
3.200% Senior Notes | 750.0 | Sept. 2024 | |||
3.650% Senior Notes | 1,000.0 | Sept. 2027 | |||
Total bonds | 9,300.0 | ||||
Capital leases and other obligations | 237.7 | Various | |||
Total Debt | $ | 15,311.9 | |||
Less: Cash and Cash Equivalents(c) | $ | 6,719.1 | |||
Net Debt | $ | 8,592.8 |
(a) | The Senior Secured Notes, Series 2009-1, Class A-1 principal amortizes during the period beginning January 2010 and ending in 2019 and the Senior Secured Notes, 2009-1, Class A-2 principal amortizes during the period beginning in 2019 and ending in 2029. |
(b) | The Senior Secured Tower Revenue Notes, Series 2010-3 and 2010-6 have anticipated repayment dates in 2020. The Senior Secured Tower Revenue Notes, Series 2015-1 and 2015-2 have anticipated repayment dates in 2022 and 2025, respectively. |
(c) | Excludes restricted cash. |
News Release continued: | Page 17 |
(in millions) | For the Three Months Ended September 30, 2017 | |||
Total face value of debt | $ | 15,311.9 | ||
Ending cash and cash equivalents(a) | 6,719.1 | |||
Total Net Debt | $ | 8,592.8 | ||
Adjusted EBITDA for the three months ended September 30, 2017 | $ | 604.8 | ||
Last quarter annualized adjusted EBITDA | 2,419.2 | |||
Net Debt to Last Quarter Annualized Adjusted EBITDA | 3.6 | x | (b) |
(a) | Excludes restricted cash. |
(b) | The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition. |
For the Three Months Ended | |||||||||||||||||||||||||
(in millions) | September 30, 2017 | September 30, 2016 | |||||||||||||||||||||||
Towers | Small Cells | Other | Total | Towers | Small Cells | Other | Total | ||||||||||||||||||
Discretionary: | |||||||||||||||||||||||||
Purchases of land interests | $ | 23.7 | $ | — | $ | — | $ | 23.7 | $ | 17.4 | $ | — | $ | — | $ | 17.4 | |||||||||
Wireless infrastructure construction and improvements | 72.5 | 167.8 | — | 240.3 | 76.6 | 108.6 | — | 185.2 | |||||||||||||||||
Sustaining: | |||||||||||||||||||||||||
Capital improvement and corporate | 12.5 | 3.9 | 7.9 | 24.2 | 9.7 | 3.2 | 5.6 | 18.5 | |||||||||||||||||
Total | $ | 108.6 | $ | 171.7 | $ | 7.9 | $ | 288.2 | $ | 103.7 | $ | 111.8 | $ | 5.6 | $ | 221.1 |
News Release continued: | Page 18 |
• | Our business depends on the demand for our wireless infrastructure, driven primarily by demand for wireless connectivity, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of carrier network investment may materially and adversely affect our business (including reducing demand for tenant additions and network services). |
• | A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of any of our limited number of customers may materially decrease revenues or reduce demand for our wireless infrastructure and network services. |
• | The business model for small cells contains certain differences from our traditional site rental business, resulting in different operational risks. If we do not successfully operate that business model or identify or manage those operational risks, such operations may produce results that are less than anticipated. |
• | Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated. |
• | We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations. |
• | Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock. |
• | As a result of competition in our industry, we may find it more difficult to achieve favorable rental rates on our new or renewing tenant leases. |
• | New technologies may reduce demand for our wireless infrastructure or negatively impact our revenues. |
• | The expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results. |
• | If we fail to retain rights to our wireless infrastructure, including the land interests under our towers, our business may be adversely affected. |
• | Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results. |
• | New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected. |
• | If we fail to comply with laws or 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. |
News Release continued: | Page 19 |
• | If radio frequency emissions from wireless handsets or equipment on our wireless infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues. |
• | Certain provisions of our restated certificate of incorporation, amended and restated by-laws 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. |
• | We may be vulnerable to security breaches that could adversely affect our business, operations, and reputation. |
• | The pending Lightower acquisition may not be completed within the expected timeframe, if at all, and the pendency of such acquisition could adversely affect our business, financial condition, results of operations and cash flows. |
• | We may fail to realize all of the anticipated benefits of the pending Lightower acquisition or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating Lightower’s business. |
• | Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations. |
• | Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the U.S. Internal Revenue Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, which would reduce our available cash. |
• | Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives. |
• | REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock. |
• | If we fail to pay scheduled dividends on the 6.875% Mandatory Convertible Preferred Stock, in cash, common stock, or any combination of cash and common stock, we will be prohibited from paying dividends on our common stock, which may jeopardize our status as a REIT. |
News Release continued: | Page 20 |
CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (in thousands, except share amounts) |
September 30, 2017 | December 31, 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 6,719,134 | $ | 567,599 | |||
Restricted cash | 115,730 | 124,547 | |||||
Receivables, net | 317,856 | 373,532 | |||||
Prepaid expenses | 167,235 | 128,721 | |||||
Other current assets | 154,600 | 130,362 | |||||
Total current assets | 7,474,555 | 1,324,761 | |||||
Deferred site rental receivables | 1,285,547 | 1,317,658 | |||||
Property and equipment, net | 10,599,604 | 9,805,315 | |||||
Goodwill | 6,905,922 | 5,757,676 | |||||
Other intangible assets, net | 3,885,311 | 3,650,072 | |||||
Long-term prepaid rent and other assets, net | 860,817 | 819,610 | |||||
Total assets | $ | 31,011,756 | $ | 22,675,092 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 179,335 | $ | 188,516 | |||
Accrued interest | 99,467 | 97,019 | |||||
Deferred revenues | 387,447 | 353,005 | |||||
Other accrued liabilities | 268,424 | 221,066 | |||||
Current maturities of debt and other obligations | 114,198 | 101,749 | |||||
Total current liabilities | 1,048,871 | 961,355 | |||||
Debt and other long-term obligations | 15,090,217 | 12,069,393 | |||||
Other long-term liabilities | 2,200,336 | 2,087,229 | |||||
Total liabilities | 18,339,424 | 15,117,977 | |||||
Commitments and contingencies | |||||||
CCIC stockholders' equity: | |||||||
Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2017—406,274,802 and December 31, 2016—360,536,659 | 4,063 | 3,605 | |||||
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2017—1,650,000 and December 31, 2016—0; aggregate liquidation value: September 30, 2017—$1,650,000 and December 31, 2016—$0 | 17 | — | |||||
Additional paid-in capital | 16,818,738 | 10,938,236 | |||||
Accumulated other comprehensive income (loss) | (4,959 | ) | (5,888 | ) | |||
Dividends/distributions in excess of earnings | (4,145,527 | ) | (3,378,838 | ) | |||
Total equity | 12,672,332 | 7,557,115 | |||||
Total liabilities and equity | $ | 31,011,756 | $ | 22,675,092 |
News Release continued: | Page 21 |
CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (in thousands, except share and per share amounts) |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net revenues: | |||||||||||||||
Site rental | $ | 892,763 | $ | 812,032 | $ | 2,618,505 | $ | 2,415,926 | |||||||
Network services and other | 170,475 | 179,984 | 499,010 | 472,883 | |||||||||||
Net revenues | 1,063,238 | 992,016 | 3,117,515 | 2,888,809 | |||||||||||
Operating expenses: | |||||||||||||||
Costs of operations (exclusive of depreciation, amortization and accretion): | |||||||||||||||
Site rental | 280,667 | 256,750 | 814,969 | 762,223 | |||||||||||
Network services and other | 106,707 | 109,228 | 310,137 | 286,066 | |||||||||||
General and administrative | 100,772 | 89,941 | 299,232 | 278,909 | |||||||||||
Asset write-down charges | 5,312 | 8,339 | 10,284 | 28,251 | |||||||||||
Acquisition and integration costs | 13,180 | 2,680 | 27,080 | 11,459 | |||||||||||
Depreciation, amortization and accretion | 296,033 | 280,824 | 880,197 | 834,725 | |||||||||||
Total operating expenses | 802,671 | 747,762 | 2,341,899 | 2,201,633 | |||||||||||
Operating income (loss) | 260,567 | 244,254 | 775,616 | 687,176 | |||||||||||
Interest expense and amortization of deferred financing costs | (154,146 | ) | (129,916 | ) | (430,402 | ) | (385,656 | ) | |||||||
Gains (losses) on retirement of long-term obligations | — | (10,274 | ) | (3,525 | ) | (52,291 | ) | ||||||||
Interest income | 11,188 | 175 | 12,585 | 454 | |||||||||||
Other income (expense) | (32 | ) | (832 | ) | 3,462 | (4,623 | ) | ||||||||
Income (loss) before income taxes | 117,577 | 103,407 | 357,736 | 245,060 | |||||||||||
Benefit (provision) for income taxes | (2,383 | ) | (5,041 | ) | (11,290 | ) | (12,797 | ) | |||||||
Net income (loss) | 115,194 | 98,366 | 346,446 | 232,263 | |||||||||||
Dividends on preferred stock | (29,935 | ) | (10,997 | ) | (29,935 | ) | (32,991 | ) | |||||||
Net income (loss) attributable to CCIC common stockholders | $ | 85,259 | $ | 87,369 | $ | 316,511 | $ | 199,272 | |||||||
Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
Net income (loss) attributable to CCIC common stockholders—basic | $ | 0.22 | $ | 0.26 | $ | 0.85 | $ | 0.59 | |||||||
Net income (loss) attributable to CCIC common stockholders—diluted | $ | 0.21 | $ | 0.26 | $ | 0.84 | $ | 0.59 | |||||||
Weighted-average common shares outstanding (in thousands): | |||||||||||||||
Basic | 395,359 | 337,564 | 373,561 | 336,426 | |||||||||||
Diluted | 397,035 | 338,409 | 374,992 | 337,076 |
News Release continued: | Page 22 |
CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (in thousands) |
Nine Months Ended September 30, | ||||||||||||
2017 | 2016 | |||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 346,446 | $ | 232,263 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||||||||||
Depreciation, amortization and accretion | 880,197 | 834,725 | ||||||||||
Gains (losses) on retirement of long-term obligations | 3,525 | 52,291 | ||||||||||
Amortization of deferred financing costs and other non-cash interest | 7,637 | 11,293 | ||||||||||
Stock-based compensation expense | 67,264 | 60,402 | ||||||||||
Asset write-down charges | 10,284 | 28,251 | ||||||||||
Deferred income tax benefit (provision) | 330 | 6,626 | ||||||||||
Other non-cash adjustments, net | (3,159 | ) | 1,548 | |||||||||
Changes in assets and liabilities, excluding the effects of acquisitions: | ||||||||||||
Increase (decrease) in liabilities | 61,988 | 122,944 | ||||||||||
Decrease (increase) in assets | 42,779 | (45,628 | ) | |||||||||
Net cash provided by (used for) operating activities | 1,417,291 | 1,304,715 | ||||||||||
Cash flows from investing activities: | ||||||||||||
Payments for acquisition of businesses, net of cash acquired | (2,112,887 | ) | (545,162 | ) | ||||||||
Capital expenditures | (851,512 | ) | (614,178 | ) | ||||||||
Net (payments) receipts from settled swaps | (328 | ) | 8,141 | |||||||||
Other investing activities, net | (6,147 | ) | 11,616 | |||||||||
Net cash provided by (used for) investing activities | (2,970,874 | ) | (1,139,583 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of long-term debt | 3,092,323 | 5,201,010 | ||||||||||
Principal payments on debt and other long-term obligations | (89,817 | ) | (69,717 | ) | ||||||||
Purchases and redemptions of long-term debt | — | (4,044,834 | ) | |||||||||
Borrowings under revolving credit facility | 1,755,000 | 3,440,000 | ||||||||||
Payments under revolving credit facility | (1,755,000 | ) | (4,155,000 | ) | ||||||||
Payments for financing costs | (26,684 | ) | (41,471 | ) | ||||||||
Net proceeds from issuance of common stock | 4,220,766 | 323,798 | ||||||||||
Net proceeds from issuance of preferred stock | 1,607,759 | — | ||||||||||
Purchases of capital stock | (23,037 | ) | (24,759 | ) | ||||||||
Dividends/distributions paid on common stock | (1,082,015 | ) | (896,628 | ) | ||||||||
Dividends paid on preferred stock | — | (32,991 | ) | |||||||||
Net (increase) decrease in restricted cash | 4,960 | 40 | ||||||||||
Net cash provided by (used for) financing activities | 7,704,255 | (300,552 | ) | |||||||||
Net increase (decrease) in cash and cash equivalents - continuing operations | 6,150,672 | (135,420 | ) | |||||||||
Discontinued operations: | ||||||||||||
Net cash provided by (used for) investing activities | — | 113,150 | ||||||||||
Net increase (decrease) in cash and cash equivalents - discontinued operations | — | 113,150 | ||||||||||
Effect of exchange rate changes | 863 | (321 | ) | |||||||||
Cash and cash equivalents at beginning of period | 567,599 | 178,810 | ||||||||||
Cash and cash equivalents at end of period | $ | 6,719,134 | $ | 156,219 | ||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Interest paid | 420,317 | 357,094 | ||||||||||
Income taxes paid | 13,853 | 11,740 |
News Release continued: | Page 23 |
CROWN CASTLE INTERNATIONAL CORP. SEGMENT OPERATING RESULTS (UNAUDITED) (in thousands) |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||
Three Months Ended September 30, 2017 | Three Months Ended September 30, 2016 | ||||||||||||||||||||||||||||
Towers | Small Cells | Other | Consolidated Total | Towers | Small Cells | Other | Consolidated Total | ||||||||||||||||||||||
Segment site rental revenues | $ | 724,813 | $ | 167,950 | $ | 892,763 | $ | 709,603 | $ | 102,429 | $ | 812,032 | |||||||||||||||||
Segment network services and other revenue | 153,001 | 17,474 | 170,475 | 166,979 | 13,005 | 179,984 | |||||||||||||||||||||||
Segment revenues | 877,814 | 185,424 | 1,063,238 | 876,582 | 115,434 | 992,016 | |||||||||||||||||||||||
Segment site rental cost of operations | 212,037 | 59,319 | 271,356 | 210,322 | 37,754 | 248,076 | |||||||||||||||||||||||
Segment network services and other cost of operations | 90,845 | 14,245 | 105,090 | 97,395 | 10,194 | 107,589 | |||||||||||||||||||||||
Segment cost of operations(a) | 302,882 | 73,564 | 376,446 | 307,717 | 47,948 | 355,665 | |||||||||||||||||||||||
Segment site rental gross margin(b) | 512,776 | 108,631 | 621,407 | 499,281 | 64,675 | 563,956 | |||||||||||||||||||||||
Segment network services and other gross margin(b) | 62,156 | 3,229 | 65,385 | 69,584 | 2,811 | 72,395 | |||||||||||||||||||||||
Segment general and administrative expenses(a) | 22,490 | 18,415 | 41,085 | 81,990 | 22,225 | 14,480 | 35,526 | 72,231 | |||||||||||||||||||||
Segment operating profit(b) | 552,442 | 93,445 | (41,085 | ) | 604,802 | 546,640 | 53,006 | (35,526 | ) | 564,120 | |||||||||||||||||||
Stock-based compensation expense | 24,681 | 24,681 | 22,594 | 22,594 | |||||||||||||||||||||||||
Depreciation, amortization and accretion | 296,033 | 296,033 | 280,824 | 280,824 | |||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 154,146 | 154,146 | 129,916 | 129,916 | |||||||||||||||||||||||||
Other (income) expenses to reconcile to income (loss) before income taxes(c) | 12,365 | 12,365 | 27,379 | 27,379 | |||||||||||||||||||||||||
Income (loss) before income taxes | $ | 117,577 | $ | 103,407 |
(a) | Segment cost of operations exclude (1) stock-based compensation expense of $5.9 million and $4.9 million for the three months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $5.0 million and $5.4 million for the three months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $18.8 million and $17.7 million for the three months ended September 30, 2017 and 2016, respectively. |
(c) | See condensed consolidated statement of operations for further information. |
News Release continued: | Page 24 |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||
Nine Months Ended September 30, 2017 | Nine Months Ended September 30, 2016 | ||||||||||||||||||||||||||||
Towers | Small Cells | Other | Consolidated Total | Towers | Small Cells | Other | Consolidated Total | ||||||||||||||||||||||
Segment site rental revenues | $ | 2,158,994 | $ | 459,511 | $ | 2,618,505 | $ | 2,118,159 | $ | 297,767 | $ | 2,415,926 | |||||||||||||||||
Segment network services and other revenue | 460,593 | 38,417 | 499,010 | 434,042 | 38,841 | 472,883 | |||||||||||||||||||||||
Segment revenues | 2,619,587 | 497,928 | 3,117,515 | 2,552,201 | 336,608 | 2,888,809 | |||||||||||||||||||||||
Segment site rental cost of operations | 632,705 | 158,426 | 791,131 | 625,331 | 109,402 | 734,733 | |||||||||||||||||||||||
Segment network services and other cost of operations | 275,618 | 31,078 | 306,696 | 249,306 | 30,652 | 279,958 | |||||||||||||||||||||||
Segment cost of operations(a) | 908,323 | 189,504 | 1,097,827 | 874,637 | 140,054 | 1,014,691 | |||||||||||||||||||||||
Segment site rental gross margin(b) | 1,526,289 | 301,085 | 1,827,374 | 1,492,828 | 188,365 | 1,681,193 | |||||||||||||||||||||||
Segment network services and other gross margin(b) | 184,975 | 7,339 | 192,314 | 184,736 | 8,189 | 192,925 | |||||||||||||||||||||||
Segment general and administrative expenses(a) | 69,125 | 54,770 | 121,045 | 244,940 | 68,329 | 45,720 | 107,161 | 221,210 | |||||||||||||||||||||
Segment operating profit(b) | 1,642,139 | 253,654 | (121,045 | ) | 1,774,748 | 1,609,235 | 150,834 | (107,161 | ) | 1,652,908 | |||||||||||||||||||
Stock-based compensation expense | 66,458 | 66,458 | 75,297 | 75,297 | |||||||||||||||||||||||||
Depreciation, amortization and accretion | 880,197 | 880,197 | 834,725 | 834,725 | |||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 430,402 | 430,402 | 385,656 | 385,656 | |||||||||||||||||||||||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(c) | 39,955 | 39,955 | 112,170 | 112,170 | |||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes | $ | 357,736 | $ | 245,060 |
(a) | Segment cost of operations exclude (1) stock-based compensation expense of $12.2 million and $17.6 million for the nine months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $15.1 million and $16.0 million for the nine months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $54.3 million and $57.7 million for the nine months ended September 30, 2017 and 2016, respectively. |
(c) | See condensed consolidated statement of operations for further information. |
TABLE OF CONTENTS | |
Page | |
Company Overview | |
Company Profile | |
Strategy | |
AFFO per Share | |
Tower Portfolio Footprint | |
Corporate Information | |
Research Coverage | |
Historical Common Stock Data | |
Portfolio and Financial Highlights | |
Outlook | |
Financials & Metrics | |
Condensed Consolidated Balance Sheet | |
Condensed Consolidated Statement of Operations | |
Segment Operating Results | |
FFO and AFFO Reconciliations | |
Condensed Consolidated Statement of Cash Flows | |
Components of Changes in Site Rental Revenues | |
Summary of Straight-Lined and Prepaid Rent Activity | |
Summary of Capital Expenditures | |
Lease Renewal and Lease Distribution | |
Customer Overview | |
Asset Portfolio Overview | |
Summary of Tower Portfolio by Vintage | |
Portfolio Overview | |
Ground Interest Overview | |
Ground Interest Activity | |
Capitalization Overview | |
Capitalization Overview | |
Debt Maturity Overview | |
Liquidity Overview | |
Maintenance and Financial Covenants | |
Interest Rate Sensitivity | |
Appendix |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
COMPANY PROFILE |
STRATEGY |
• | Grow cash flows from our wireless infrastructure. We seek to maximize our site rental cash flows by working with our customers to provide them quick access to our wireless infrastructure and entering into associated long-term leases. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our customers to expand coverage and capacity in order to meet increasing demand for wireless connectivity, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our customers' growing connectivity needs through our shared wireless infrastructure model, which is an efficient and cost effective way to serve our customers. We also believe that there will be considerable future demand for our wireless infrastructure based on the location of our wireless infrastructure and the rapid growth in wireless connectivity, which will lead to future growth in the wireless industry. |
• | Return cash provided by operating activities to stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders. |
• | Invest capital efficiently to grow cash flows and long-term dividends per share. We seek to invest our available capital, including the net cash provided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Our historical investments have included the following (in no particular order): |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
◦ | purchases of shares of our common stock from time to time; |
◦ | acquisitions or construction of towers, fiber and small cells; |
◦ | acquisitions of land interests under towers; |
◦ | improvements and structural enhancements to our existing wireless infrastructure; or |
◦ | purchases, repayment or redemption of our debt. |
AFFO PER SHARE (1) |
(1) | See reconciliations and definitions provided herein. Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See also "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for further information. |
(2) | AFFO per share represents the midpoint of the full year 2017 and full year 2018 outlook as issued on October 18, 2017. |
(3) | Except for the impact related to the Lightower Financings, AFFO per share outlook for full year 2017 does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017. |
(4) | Represents AFFO per share exclusive of Lightower Financings. See reconciliations provided herein. |
TOWER PORTFOLIO FOOTPRINT | ||
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
GENERAL COMPANY INFORMATION | |
Principal executive offices | 1220 Augusta Drive, Suite 600, Houston, TX 77057 |
Common shares trading symbol | CCI |
Stock exchange listing | New York Stock Exchange |
Fiscal year ending date | December 31 |
Fitch - Long Term Issuer Default Rating | BBB- |
Moody’s - Long Term Corporate Family Rating | Baa3 |
Standard & Poor’s - Long Term Local Issuer Credit Rating | BBB- |
EXECUTIVE MANAGEMENT TEAM | |||
Name | Age | Years with Company | Position |
Jay A. Brown | 44 | 18 | President and Chief Executive Officer |
Daniel K. Schlanger | 43 | 1 | Senior Vice President and Chief Financial Officer |
James D. Young | 56 | 12 | Senior Vice President and Chief Operating Officer - Fiber |
Robert C. Ackerman | 65 | 19 | Senior Vice President and Chief Operating Officer - Towers and Small Cells |
Kenneth J. Simon | 56 | 2 | Senior Vice President and General Counsel |
Michael J. Kavanagh | 49 | 7 | Senior Vice President and Chief Commercial Officer |
Philip M. Kelley | 44 | 20 | Senior Vice President - Corporate Development and Strategy |
BOARD OF DIRECTORS | ||||
Name | Position | Committees | Age | Years as Director |
J. Landis Martin | Chairman | NCG(1) | 71 | 21 |
P. Robert Bartolo | Director | Audit, Compensation | 45 | 3 |
Cindy Christy | Director | Compensation, NCG(1), Strategy | 51 | 10 |
Ari Q. Fitzgerald | Director | Compensation, NCG(1), Strategy | 54 | 15 |
Robert E. Garrison II | Director | Audit, Compensation | 75 | 12 |
Lee W. Hogan | Director | Audit, Compensation, Strategy | 73 | 16 |
Edward C. Hutcheson | Director | Strategy | 72 | 22 |
Robert F. McKenzie | Director | Audit, Strategy | 73 | 22 |
Anthony J. Melone | Director | NCG(1), Strategy | 57 | 2 |
W. Benjamin Moreland | Director | 54 | 11 | |
Jay A. Brown | Director | 44 | 1 |
(1) | Nominating & Corporate Governance Committee |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
RESEARCH COVERAGE | ||
Equity Research | ||
Bank of America David Barden (646) 855-1320 | Barclays Amir Rozwadowski (212) 526-4043 | BTIG Walter Piecyk (646) 450-9258 |
Citigroup Michael Rollins (212) 816-1116 | Cowen and Company Colby Synesael (646) 562-1355 | Deutsche Bank Matthew Niknam (212) 250-4711 |
Goldman Sachs Brett Feldman (212) 902-8156 | Guggenheim Robert Gutman (212) 518-9148 | Jefferies Mike McCormack (212) 284-2516 |
JPMorgan Philip Cusick (212) 622-1444 | Macquarie Amy Yong (212) 231-2624 | MoffettNathanson Nick Del Deo (212) 519-0025 |
Morgan Stanley Simon Flannery (212) 761-6432 | New Street Research Spencer Kurn (212) 921-2067 | Oppenheimer & Co. Timothy Horan (212) 667-8137 |
Pacific Crest Securities Brandon Nispel (503) 821-3871 | Raymond James Ric Prentiss (727) 567-2567 | RBC Capital Markets Jonathan Atkin (415) 633-8589 |
SunTrust Robinson Humphrey Greg Miller (212) 303-4169 | UBS Batya Levi (212) 713-8824 | Wells Fargo Securities, LLC Jennifer Fritzsche (312) 920-3548 |
Rating Agency | ||
Fitch John Culver (312) 368-3216 | Moody’s Phil Kibel (212) 553-1653 | Standard & Poor’s Ryan Gilmore (212) 438-0602 |
HISTORICAL COMMON STOCK DATA | |||||||||||||||
Three Months Ended | |||||||||||||||
(in millions, except per share data) | 9/30/17 | 6/30/17 | 3/31/17 | 12/31/16 | 9/30/16 | ||||||||||
High price(1) | $ | 107.90 | $ | 103.06 | $ | 93.72 | $ | 92.11 | $ | 97.89 | |||||
Low price(1) | $ | 92.25 | $ | 91.49 | $ | 81.54 | $ | 76.17 | $ | 86.28 | |||||
Period end closing price(2) | $ | 99.98 | $ | 99.27 | $ | 92.72 | $ | 84.28 | $ | 90.52 | |||||
Dividends paid per common share | $ | 0.95 | $ | 0.95 | $ | 0.95 | $ | 0.95 | $ | 0.885 | |||||
Volume weighted average price for the period(1) | $ | 100.74 | $ | 96.80 | $ | 87.39 | $ | 83.78 | $ | 91.67 | |||||
Common shares outstanding, at period end | 406 | 366 | 361 | 361 | 338 | ||||||||||
Market value of outstanding common shares, at period end(3) | $ | 40,619 | $ | 36,345 | $ | 33,506 | $ | 30,387 | $ | 30,557 |
(1) | Based on the sales price, adjusted for common stock dividends, as reported by Bloomberg. |
(2) | Based on the period end closing price, adjusted for common stock dividends, as reported by Bloomberg. |
(3) | Period end market value of outstanding common shares is calculated as the product of (a) shares of common stock outstanding at period end and (b) closing share price at period end, adjusted for common stock dividends, as reported by Bloomberg. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY PORTFOLIO HIGHLIGHTS | |||
(as of September 30, 2017) | |||
Towers | |||
Number of towers(1) | 40,124 | ||
Average number of tenants per tower | 2.2 | ||
Remaining contracted customer receivables ($ in billions)(2) | $ | 16 | |
Weighted average remaining customer contract term (years)(3) | 5 | ||
Percent of towers in the Top 50 / 100 Basic Trading Areas | 56% / 71% | ||
Percent of ground leased / owned (by Towers segment site rental gross margin) | 62% / 38% | ||
Weighted average maturity of ground leases (years)(4) | 34 | ||
Small Cells | |||
Number of route miles of fiber (in thousands) | 32 | ||
Remaining contracted customer receivables ($ in billions)(2) | $ | 2 | |
Weighted average remaining customer contract term (years)(3) | 5 |
SUMMARY FINANCIAL HIGHLIGHTS | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(dollars in thousands, except per share amounts) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Operating Data: | ||||||||||||||||
Net revenues | ||||||||||||||||
Site rental | $ | 892,763 | $ | 812,032 | $ | 2,618,505 | $ | 2,415,926 | ||||||||
Network services and other | 170,475 | 179,984 | 499,010 | 472,883 | ||||||||||||
Net revenues | $ | 1,063,238 | $ | 992,016 | $ | 3,117,515 | $ | 2,888,809 | ||||||||
Costs of operations (exclusive of depreciation, amortization and accretion) | ||||||||||||||||
Site rental | $ | 280,667 | $ | 256,750 | $ | 814,969 | $ | 762,223 | ||||||||
Network services and other | 106,707 | 109,228 | 310,137 | 286,066 | ||||||||||||
Total cost of operations | $ | 387,374 | $ | 365,978 | $ | 1,125,106 | $ | 1,048,289 | ||||||||
Net income (loss) attributable to CCIC common stockholders | $ | 85,259 | $ | 87,369 | $ | 316,511 | $ | 199,272 | ||||||||
Net income (loss) attributable to CCIC common stockholders per share—diluted(6) | $ | 0.21 | $ | 0.26 | $ | 0.84 | $ | 0.59 | ||||||||
Non-GAAP Data(5): | ||||||||||||||||
Adjusted EBITDA | $ | 604,802 | $ | 564,120 | $ | 1,774,748 | $ | 1,652,908 | ||||||||
FFO | 408,422 | 369,922 | 1,213,994 | 1,042,645 | ||||||||||||
AFFO | 458,537 | 415,832 | 1,348,608 | 1,203,462 | ||||||||||||
AFFO per share(6)(7) | $ | 1.15 | $ | 1.23 | $ | 3.60 | $ | 3.57 |
(1) | Excludes small cells and third-party land interests. |
(2) | Excludes renewal terms at customers' option. |
(3) | Excludes renewal terms at customers' option, weighted by site rental revenues. |
(4) | Includes renewal terms at the Company's option, weighted by Towers segment site rental gross margin. |
(5) | See reconciliations of Non-GAAP financial measures provided herein. See also "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of Adjusted EBITDA, FFO and AFFO. |
(6) | Based on diluted weighted-average common shares outstanding of 397.0 million, 338.4 million, 375.0 and 337.1 million for the three months ended September 30, 2017 and 2016, and the nine months ended September 30, 2017 and 2016, respectively. |
(7) | For all periods presented, AFFO per share does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY FINANCIAL HIGHLIGHTS (CONTINUED) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(dollars in thousands, except per share amounts) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Summary Cash Flow Data: | ||||||||||||||||
Net cash provided by (used for) operating activities | $ | 483,182 | $ | 386,534 | $ | 1,417,291 | $ | 1,304,715 | ||||||||
Net cash provided by (used for) investing activities(1) | (296,650 | ) | (262,649 | ) | (2,970,874 | ) | (1,139,583 | ) | ||||||||
Net cash provided by (used for) financing activities | 6,332,778 | (169,363 | ) | 7,704,255 | (300,552 | ) |
(dollars in thousands) | September 30, 2017 | December 31, 2016 | ||||||
Balance Sheet Data (at period end): | ||||||||
Cash and cash equivalents | $ | 6,719,134 | $ | 567,599 | ||||
Property and equipment, net | 10,599,604 | 9,805,315 | ||||||
Total assets | 31,011,756 | 22,675,092 | ||||||
Total debt and other long-term obligations(2) | 15,204,415 | 12,171,142 | ||||||
Total CCIC stockholders' equity | 12,672,332 | 7,557,115 |
(dollars in thousands, except per share amounts) | Three Months Ended September 30, 2017 | |||
Other Data: | ||||
Net debt to last quarter annualized Adjusted EBITDA(3) | 3.6 | x | ||
Dividend per common share | $ | 0.95 |
OUTLOOK FOR FOURTH QUARTER 2017, FULL YEAR 2017 AND FULL YEAR 2018 | |||||||||
(dollars in millions, except per share amounts) | Fourth Quarter 2017 | Full Year 2017(4) | Full Year 2018(4) | ||||||
Site rental revenues | $904 | to | $909 | $3,522 | to | $3,527 | $4,546 | to | $4,591 |
Site rental cost of operations(5) | $281 | to | $286 | $1,096 | to | $1,101 | $1,360 | to | $1,405 |
Net income (loss) | $91 | to | $116 | $438 | to | $463 | $515 | to | $595 |
Net income (loss) per share—diluted(6)(9) | $0.22 | to | $0.28 | $1.14 | to | $1.21 | $1.26 | to | $1.46 |
Adjusted EBITDA(7) | $624 | to | $629 | $2,399 | to | $2,404 | $3,013 | to | $3,058 |
Interest expense and amortization of deferred financing costs(8) | $159 | to | $164 | $590 | to | $595 | $644 | to | $689 |
FFO(7) | $376 | to | $381 | $1,590 | to | $1,595 | $1,910 | to | $1,955 |
AFFO(7) | $430 | to | $435 | $1,779 | to | $1,784 | $2,219 | to | $2,264 |
AFFO per share(6)(7) | $1.05 | to | $1.07 | $4.64 | to | $4.65 | $5.44 | to | $5.55 |
(1) | Includes net cash used for acquisitions of approximately $9 million and $51 million for the three months ended September 30, 2017 and 2016, respectively and $2.1 billion and $545 million for the nine months ended September 30, 2017 and 2016, respectively. |
(2) | Balances reflect debt issuance costs as a direct reduction from the respective carrying amounts of debt, with the exception of debt issuance costs associated with the Company's revolving credit facilities. |
(3) | The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition. |
(4) | Except for the impact related to the Lightower Financings, the full year 2017 Outlook does not include any contribution from the pending acquisition of Lightower, which is expected to close by year-end 2017. Full year 2018 outlook includes the expected contribution from the pending acquisition of Lightower. |
(5) | Exclusive of depreciation, amortization and accretion. |
(6) | The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is 408.0 million, 383.4 million and 408.0 million, respectively, based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of 6.875% Mandatory Convertible Preferred Stock in the share count. |
(7) | See reconciliation of this non-GAAP financial measure to net income (loss) and definition included herein. Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See also "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for further information. |
(8) | See the reconciliation of "components of interest expense and amortization of deferred financing costs" in the Appendix. |
(9) | Calculated using net income (loss) attributable to CCIC common stockholders. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
OUTLOOK FOR FULL YEAR 2017 COMPONENTS OF CHANGES IN SITE RENTAL REVENUES | |||
(dollars in millions) | Midpoint of Full Year 2017 Outlook | Full Year 2018 Outlook | |
Components of changes in site rental revenues(7): | |||
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(1)(3) | $3,186 | $3,534 | |
New leasing activity(1)(3) | 172 | 190-220 | |
Escalators | 84 | 80-90 | |
Non-renewals | (90) | (95)-(75) | |
Organic Contribution to Site Rental Revenues(4) | 166 | 185-225 | |
Straight-lined revenues associated with fixed escalators | (10) | (65)-(45) | |
Acquisitions and builds(2) | 183 | 885-905 | |
Other | — | — | |
Total GAAP site rental revenues | $3,525 | $4,546-$4,591 | |
Year-over-year changes in revenue:(6) | |||
Reported GAAP site rental revenues | 9.0% | 29.6% | |
Organic Contribution to Site Rental Revenues(4)(5) | 5.2% | 5.8% |
(1) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(2) | The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build. |
(3) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(4) | See definitions provided herein. |
(5) | Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period. |
(6) | Calculated based on midpoint of Full Year 2017 Outlook and Full Year 2018 Outlook. |
(7) | See additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent herein. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) | |||||||
(dollars in thousands, except share amounts) | September 30, 2017 | December 31, 2016 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 6,719,134 | $ | 567,599 | |||
Restricted cash | 115,730 | 124,547 | |||||
Receivables, net | 317,856 | 373,532 | |||||
Prepaid expenses | 167,235 | 128,721 | |||||
Other current assets | 154,600 | 130,362 | |||||
Total current assets | 7,474,555 | 1,324,761 | |||||
Deferred site rental receivables | 1,285,547 | 1,317,658 | |||||
Property and equipment, net | 10,599,604 | 9,805,315 | |||||
Goodwill | 6,905,922 | 5,757,676 | |||||
Other intangible assets, net | 3,885,311 | 3,650,072 | |||||
Long-term prepaid rent and other assets, net | 860,817 | 819,610 | |||||
Total assets | $ | 31,011,756 | $ | 22,675,092 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 179,335 | $ | 188,516 | |||
Accrued interest | 99,467 | 97,019 | |||||
Deferred revenues | 387,447 | 353,005 | |||||
Other accrued liabilities | 268,424 | 221,066 | |||||
Current maturities of debt and other obligations | 114,198 | 101,749 | |||||
Total current liabilities | 1,048,871 | 961,355 | |||||
Debt and other long-term obligations | 15,090,217 | 12,069,393 | |||||
Other long-term liabilities | 2,200,336 | 2,087,229 | |||||
Total liabilities | 18,339,424 | 15,117,977 | |||||
Commitments and contingencies | |||||||
CCIC stockholders' equity: | |||||||
Common stock, $0.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2017—406,274,802 and December 31, 2016—360,536,659 | 4,063 | 3,605 | |||||
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2017—1,650,000 and December 31, 2016—0; aggregate liquidation value: September 30, 2017—$1,650,000 and December 31, 2016—$0 | 17 | — | |||||
Additional paid-in capital | 16,818,738 | 10,938,236 | |||||
Accumulated other comprehensive income (loss) | (4,959 | ) | (5,888 | ) | |||
Dividends/distributions in excess of earnings | (4,145,527 | ) | (3,378,838 | ) | |||
Total equity | 12,672,332 | 7,557,115 | |||||
Total liabilities and equity | $ | 31,011,756 | $ | 22,675,092 |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(dollars in thousands, except share and per share amounts) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Net revenues: | |||||||||||||||
Site rental | $ | 892,763 | $ | 812,032 | $ | 2,618,505 | $ | 2,415,926 | |||||||
Network services and other | 170,475 | 179,984 | 499,010 | 472,883 | |||||||||||
Net revenues | 1,063,238 | 992,016 | 3,117,515 | 2,888,809 | |||||||||||
Operating expenses: | |||||||||||||||
Costs of operations (exclusive of depreciation, amortization and accretion): | |||||||||||||||
Site rental | 280,667 | 256,750 | 814,969 | 762,223 | |||||||||||
Network services and other | 106,707 | 109,228 | 310,137 | 286,066 | |||||||||||
General and administrative | 100,772 | 89,941 | 299,232 | 278,909 | |||||||||||
Asset write-down charges | 5,312 | 8,339 | 10,284 | 28,251 | |||||||||||
Acquisition and integration costs | 13,180 | 2,680 | 27,080 | 11,459 | |||||||||||
Depreciation, amortization and accretion | 296,033 | 280,824 | 880,197 | 834,725 | |||||||||||
Total operating expenses | 802,671 | 747,762 | 2,341,899 | 2,201,633 | |||||||||||
Operating income (loss) | 260,567 | 244,254 | 775,616 | 687,176 | |||||||||||
Interest expense and amortization of deferred financing costs | (154,146 | ) | (129,916 | ) | (430,402 | ) | (385,656 | ) | |||||||
Gains (losses) on retirement of long-term obligations | — | (10,274 | ) | (3,525 | ) | (52,291 | ) | ||||||||
Interest income | 11,188 | 175 | 12,585 | 454 | |||||||||||
Other income (expense) | (32 | ) | (832 | ) | 3,462 | (4,623 | ) | ||||||||
Income (loss) before income taxes | 117,577 | 103,407 | 357,736 | 245,060 | |||||||||||
Benefit (provision) for income taxes | (2,383 | ) | (5,041 | ) | (11,290 | ) | (12,797 | ) | |||||||
Net income (loss) | 115,194 | 98,366 | 346,446 | 232,263 | |||||||||||
Dividends on preferred stock | (29,935 | ) | (10,997 | ) | (29,935 | ) | (32,991 | ) | |||||||
Net income (loss) attributable to CCIC common stockholders | $ | 85,259 | $ | 87,369 | $ | 316,511 | $ | 199,272 | |||||||
Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
Net income (loss) attributable to CCIC common stockholders—basic | $ | 0.22 | $ | 0.26 | $ | 0.85 | $ | 0.59 | |||||||
Net income (loss) attributable to CCIC common stockholders—diluted | $ | 0.21 | $ | 0.26 | $ | 0.84 | $ | 0.59 | |||||||
Weighted-average common shares outstanding (in thousands): | |||||||||||||||
Basic | 395,359 | 337,564 | 373,561 | 336,426 | |||||||||||
Diluted | 397,035 | 338,409 | 374,992 | 337,076 |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||
Three Months Ended September 30, 2017 | Three Months Ended September 30, 2016 | ||||||||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Other | Consolidated Total | Towers | Small Cells | Other | Consolidated Total | |||||||||||||||||||||
Segment site rental revenues | $ | 724,813 | $ | 167,950 | $ | 892,763 | $ | 709,603 | $ | 102,429 | $ | 812,032 | |||||||||||||||||
Segment network service and other revenue | 153,001 | 17,474 | 170,475 | 166,979 | 13,005 | 179,984 | |||||||||||||||||||||||
Segment revenues | 877,814 | 185,424 | 1,063,238 | 876,582 | 115,434 | 992,016 | |||||||||||||||||||||||
Segment site rental cost of operations | 212,037 | 59,319 | 271,356 | 210,322 | 37,754 | 248,076 | |||||||||||||||||||||||
Segment network service and other cost of operations | 90,845 | 14,245 | 105,090 | 97,395 | 10,194 | 107,589 | |||||||||||||||||||||||
Segment cost of operations(1) | 302,882 | 73,564 | 376,446 | 307,717 | 47,948 | 355,665 | |||||||||||||||||||||||
Segment site rental gross margin(2) | 512,776 | 108,631 | 621,407 | 499,281 | 64,675 | 563,956 | |||||||||||||||||||||||
Segment network services and other gross margin(2) | 62,156 | 3,229 | 65,385 | 69,584 | 2,811 | 72,395 | |||||||||||||||||||||||
Segment general and administrative expenses(1) | 22,490 | 18,415 | 41,085 | 81,990 | 22,225 | 14,480 | 35,526 | 72,231 | |||||||||||||||||||||
Segment operating profit(2) | 552,442 | 93,445 | (41,085 | ) | 604,802 | 546,640 | 53,006 | (35,526 | ) | 564,120 | |||||||||||||||||||
Stock-based compensation expense | 24,681 | 24,681 | 22,594 | 22,594 | |||||||||||||||||||||||||
Depreciation, amortization and accretion | 296,033 | 296,033 | 280,824 | 280,824 | |||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 154,146 | 154,146 | 129,916 | 129,916 | |||||||||||||||||||||||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(3) | 12,365 | 12,365 | 27,379 | 27,379 | |||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes | $ | 117,577 | $ | 103,407 |
(1) | Segment cost of operations exclude (1) stock-based compensation expense of $5.9 million and $4.9 million for the three months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $5.0 million and $5.4 million for the three months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $18.8 million and $17.7 million for the three months ended September 30, 2017 and 2016, respectively. |
(2) | See "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of segment site rental gross margin, segment network service and other gross margin and segment operating profit. |
(3) | See condensed consolidated statement of operations for further information. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||
Nine Months Ended September 30, 2017 | Nine Months Ended September 30, 2016 | ||||||||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Other | Consolidated Total | Towers | Small Cells | Other | Consolidated Total | |||||||||||||||||||||
Segment site rental revenues | $ | 2,158,994 | $ | 459,511 | $ | 2,618,505 | $ | 2,118,159 | $ | 297,767 | $ | 2,415,926 | |||||||||||||||||
Segment network service and other revenue | 460,593 | 38,417 | 499,010 | 434,042 | 38,841 | 472,883 | |||||||||||||||||||||||
Segment revenues | 2,619,587 | 497,928 | 3,117,515 | 2,552,201 | 336,608 | 2,888,809 | |||||||||||||||||||||||
Segment site rental cost of operations | 632,705 | 158,426 | 791,131 | 625,331 | 109,402 | 734,733 | |||||||||||||||||||||||
Segment network service and other cost of operations | 275,618 | 31,078 | 306,696 | 249,306 | 30,652 | 279,958 | |||||||||||||||||||||||
Segment cost of operations(1) | 908,323 | 189,504 | 1,097,827 | 874,637 | 140,054 | 1,014,691 | |||||||||||||||||||||||
Segment site rental gross margin(2) | 1,526,289 | 301,085 | 1,827,374 | 1,492,828 | 188,365 | 1,681,193 | |||||||||||||||||||||||
Segment network services and other gross margin(2) | 184,975 | 7,339 | 192,314 | 184,736 | 8,189 | 192,925 | |||||||||||||||||||||||
Segment general and administrative expenses(1) | 69,125 | 54,770 | 121,045 | 244,940 | 68,329 | 45,720 | 107,161 | 221,210 | |||||||||||||||||||||
Segment operating profit(2) | 1,642,139 | 253,654 | (121,045 | ) | 1,774,748 | 1,609,235 | 150,834 | (107,161 | ) | 1,652,908 | |||||||||||||||||||
Stock-based compensation expense | 66,458 | 66,458 | 75,297 | 75,297 | |||||||||||||||||||||||||
Depreciation, amortization and accretion | 880,197 | 880,197 | 834,725 | 834,725 | |||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 430,402 | 430,402 | 385,656 | 385,656 | |||||||||||||||||||||||||
Other income (expenses) to reconcile to income (loss) from continuing operations before income taxes(3) | 39,955 | 39,955 | 112,170 | 112,170 | |||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes | $ | 357,736 | $ | 245,060 |
(1) | Segment cost of operations exclude (1) stock-based compensation expense of $12.2 million and $17.6 million for the nine months ended September 30, 2017 and 2016, respectively and (2) prepaid lease purchase price adjustments of $15.1 million and $16.0 million for the nine months ended September 30, 2017 and 2016, respectively. Segment general and administrative expenses exclude stock-based compensation expense of $54.3 million and $57.7 million for the nine months ended September 30, 2017 and 2016, respectively. |
(2) | See "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of segment site rental gross margin, segment network service and other gross margin and segment operating profit. |
(3) | See condensed consolidated statement of operations for further information. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
FFO AND AFFO RECONCILIATIONS | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(dollars in thousands, except share and per share amounts) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Net income (loss) | $ | 115,194 | $ | 98,366 | $ | 346,446 | $ | 232,263 | |||||||
Real estate related depreciation, amortization and accretion | 287,917 | 274,214 | 857,265 | 815,122 | |||||||||||
Asset write-down charges | 5,312 | 8,339 | 10,284 | 28,251 | |||||||||||
Dividends on preferred stock | — | (10,997 | ) | — | (32,991 | ) | |||||||||
FFO(1)(2)(4)(5) | $ | 408,422 | $ | 369,922 | $ | 1,213,994 | $ | 1,042,645 | |||||||
Weighted average common shares outstanding—diluted(3) | 397,035 | 338,409 | 374,992 | 337,076 | |||||||||||
FFO per share(1)(4)(5) | $ | 1.03 | $ | 1.09 | $ | 3.24 | $ | 3.09 | |||||||
FFO (from above) | $ | 408,422 | $ | 369,922 | $ | 1,213,994 | $ | 1,042,645 | |||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||
Straight-lined revenue | 3,409 | (8,836 | ) | 2,954 | (42,375 | ) | |||||||||
Straight-lined expense | 24,032 | 23,486 | 69,903 | 71,132 | |||||||||||
Stock-based compensation expense | 24,681 | 22,594 | 66,458 | 75,297 | |||||||||||
Non-cash portion of tax provision | (1,491 | ) | 3,484 | (2,704 | ) | 5,230 | |||||||||
Non-real estate related depreciation, amortization and accretion | 8,116 | 6,611 | 22,932 | 19,604 | |||||||||||
Amortization of non-cash interest expense | 2,381 | 3,300 | 7,637 | 11,293 | |||||||||||
Other (income) expense | 32 | 832 | (3,462 | ) | 4,623 | ||||||||||
Gains (losses) on retirement of long-term obligations | — | 10,274 | 3,525 | 52,291 | |||||||||||
Acquisition and integration costs | 13,180 | 2,680 | 27,080 | 11,459 | |||||||||||
Capital improvement capital expenditures | (10,860 | ) | (10,040 | ) | (27,325 | ) | (25,351 | ) | |||||||
Corporate capital expenditures | (13,367 | ) | (8,474 | ) | (32,387 | ) | (22,385 | ) | |||||||
AFFO(1)(2)(4)(5) | $ | 458,537 | $ | 415,832 | $ | 1,348,608 | $ | 1,203,462 | |||||||
Weighted average common shares outstanding—diluted(3) | 397,035 | 338,409 | 374,992 | 337,076 | |||||||||||
AFFO per share(1)(4)(5)(6) | $ | 1.15 | $ | 1.23 | $ | 3.60 | $ | 3.57 |
(1) | See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definitions of FFO and AFFO. |
(2) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(3) | Based on the diluted weighted-average common shares outstanding for the three and nine months ended September 30, 2017 and 2016. The diluted weighted-average common shares assumes no conversion of preferred stock in the share count. |
(4) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(5) | Attributable to CCIC common stockholders. |
(6) | For all periods presented, AFFO per share does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
(dollars in thousands) | 2017 | 2016 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 346,446 | $ | 232,263 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||||||||||
Depreciation, amortization and accretion | 880,197 | 834,725 | ||||||||||
Gains (losses) on retirement of long-term obligations | 3,525 | 52,291 | ||||||||||
Amortization of deferred financing costs and other non-cash interest | 7,637 | 11,293 | ||||||||||
Stock-based compensation expense | 67,264 | 60,402 | ||||||||||
Asset write-down charges | 10,284 | 28,251 | ||||||||||
Deferred income tax benefit (provision) | 330 | 6,626 | ||||||||||
Other non-cash adjustments, net | (3,159 | ) | 1,548 | |||||||||
Changes in assets and liabilities, excluding the effects of acquisitions: | ||||||||||||
Increase (decrease) in liabilities | 61,988 | 122,944 | ||||||||||
Decrease (increase) in assets | 42,779 | (45,628 | ) | |||||||||
Net cash provided by (used for) operating activities | 1,417,291 | 1,304,715 | ||||||||||
Cash flows from investing activities: | ||||||||||||
Payments for acquisition of businesses, net of cash acquired | (2,112,887 | ) | (545,162 | ) | ||||||||
Capital expenditures | (851,512 | ) | (614,178 | ) | ||||||||
Net (payments) receipts from settled swaps | (328 | ) | 8,141 | |||||||||
Other investing activities, net | (6,147 | ) | 11,616 | |||||||||
Net cash provided by (used for) investing activities | (2,970,874 | ) | (1,139,583 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of long-term debt | 3,092,323 | 5,201,010 | ||||||||||
Principal payments on debt and other long-term obligations | (89,817 | ) | (69,717 | ) | ||||||||
Purchases and redemptions of long-term debt | — | (4,044,834 | ) | |||||||||
Borrowings under revolving credit facility | 1,755,000 | 3,440,000 | ||||||||||
Payments under revolving credit facility | (1,755,000 | ) | (4,155,000 | ) | ||||||||
Payments for financing costs | (26,684 | ) | (41,471 | ) | ||||||||
Net proceeds from issuance of common stock | 4,220,766 | 323,798 | ||||||||||
Purchases of capital stock | (23,037 | ) | (24,759 | ) | ||||||||
Net proceeds from issuance of preferred stock | 1,607,759 | — | ||||||||||
Dividends/distributions paid on common stock | (1,082,015 | ) | (896,628 | ) | ||||||||
Dividends paid on preferred stock | — | (32,991 | ) | |||||||||
Net (increase) decrease in restricted cash | 4,960 | 40 | ||||||||||
Net cash provided by (used for) financing activities | 7,704,255 | (300,552 | ) | |||||||||
Net increase (decrease) in cash and cash equivalents - continuing operations | 6,150,672 | (135,420 | ) | |||||||||
Discontinued operations: | ||||||||||||
Net cash provided by (used for) investing activities | — | 113,150 | ||||||||||
Net increase (decrease) in cash and cash equivalents - discontinued operations | — | 113,150 | ||||||||||
Effect of exchange rate changes | 863 | (321 | ) | |||||||||
Cash and cash equivalents at beginning of period | 567,599 | 178,810 | ||||||||||
Cash and cash equivalents at end of period | $ | 6,719,134 | $ | 156,219 | ||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Interest paid | 420,317 | 357,094 | ||||||||||
Income taxes paid | 13,853 | 11,740 |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
COMPONENTS OF CHANGES IN SITE RENTAL REVENUES | |||||||
Three Months Ended September 30, | |||||||
(dollars in millions) | 2017 | 2016 | |||||
Components of changes in site rental revenues(6): | |||||||
Prior year site rental revenues exclusive of straight-line associated with fixed escalators(1)(3) | $ | 803 | $ | 737 | |||
New leasing activity(1)(3) | 40 | 45 | |||||
Escalators | 21 | 22 | |||||
Non-renewals | (20 | ) | (20 | ) | |||
Organic Contribution to Site Rental Revenues(4) | 41 | 47 | |||||
Straight-lined revenues associated with fixed escalators | (3 | ) | 9 | ||||
Acquisitions and builds(2) | 52 | 19 | |||||
Other | — | — | |||||
Total GAAP site rental revenues | $ | 893 | $ | 812 | |||
Year-over-year changes in revenue: | |||||||
Reported GAAP site rental revenues | 10.0 | % | |||||
Organic Contribution to Site Rental Revenues(4)(5) | 5.1 | % |
(1) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(2) | The financial impact of acquisitions, as measured by the initial contribution, and tower builds is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition or build. |
(3) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(4) | See definitions provided herein. |
(5) | Calculated as the percentage change from prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalations compared to Organic Contribution to Site Rental Revenues for the current period. |
(6) | See additional information regarding Crown Castle's site rental revenues including projected revenue from customer licenses, tenant non-renewals, straight-lined revenues and prepaid rent herein. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY OF SITE RENTAL STRAIGHT-LINED REVENUES AND EXPENSES ASSOCIATED WITH FIXED ESCALATORS(1) | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Total | Towers | Small Cells | Total | |||||||||||||||||
Site rental straight-lined revenue | $ | (5,501 | ) | $ | 2,092 | $ | (3,409 | ) | $ | 6,571 | $ | 2,265 | $ | 8,836 | |||||||||
Site rental straight-lined expenses | 23,833 | 199 | 24,032 | 23,413 | 73 | 23,486 |
Nine Months Ended September 30, | |||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Total | Towers | Small Cells | Total | |||||||||||||||||
Site rental straight-lined revenue | $ | (9,883 | ) | $ | 6,929 | $ | (2,954 | ) | $ | 35,328 | $ | 7,047 | $ | 42,375 | |||||||||
Site rental straight-lined expenses | 69,244 | 659 | 69,903 | 70,983 | 149 | 71,132 |
SUMMARY OF PREPAID RENT ACTIVITY(2) | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Total | Towers | Small Cells | Total | |||||||||||||||||
Prepaid rent received | $ | 29,215 | $ | 61,568 | $ | 90,783 | $ | 24,275 | $ | 42,917 | $ | 67,192 | |||||||||||
Amortization of prepaid rent | 30,826 | 32,894 | 63,720 | 26,223 | 24,547 | 50,770 |
Nine Months Ended September 30, | |||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Total | Towers | Small Cells | Total | |||||||||||||||||
Prepaid rent received | $ | 92,565 | $ | 135,824 | $ | 228,389 | $ | 112,337 | $ | 101,017 | $ | 213,354 | |||||||||||
Amortization of prepaid rent | 87,914 | 86,904 | 174,818 | 76,850 | 74,007 | 150,857 |
(1) | In accordance with GAAP accounting, if payment terms call for fixed escalations, or rent free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the contract. Since the Company recognizes revenue on a straight-line basis, a portion of the site rental revenue in a given period represents cash collected or contractually collectible in other periods. |
(2) | Reflects up front payments received from long-term tenant contracts and other deferred credits (commonly referred to as prepaid rent), and the amortization thereof for GAAP revenue recognition purposes. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY OF CAPITAL EXPENDITURES | |||||||||||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||||||||||
(dollars in thousands) | Towers | Small Cells | Other | Total | Towers | Small Cells | Other | Total | |||||||||||||||||||||||
Discretionary: | |||||||||||||||||||||||||||||||
Purchases of land interests | $ | 23,659 | $ | — | $ | — | $ | 23,659 | $ | 17,438 | $ | — | $ | — | $ | 17,438 | |||||||||||||||
Wireless infrastructure construction and improvements | 72,511 | 167,753 | — | 240,264 | 76,590 | 108,639 | — | 185,229 | |||||||||||||||||||||||
Sustaining: | |||||||||||||||||||||||||||||||
Capital improvement and corporate | 12,455 | 3,897 | 7,876 | 24,228 | 9,651 | 3,246 | 5,617 | 18,514 | |||||||||||||||||||||||
Total | $ | 108,625 | $ | 171,650 | $ | 7,876 | $ | 288,151 | $ | 103,679 | $ | 111,885 | $ | 5,617 | $ | 221,181 |
PROJECTED REVENUE FROM CUSTOMER LICENSES(1) | ||||||||||||
Years Ended December 31, | ||||||||||||
(as of September 30, 2017; dollars in millions) | 2018 | 2019 | 2020 | 2021 | ||||||||
Components of site rental revenue: | ||||||||||||
Site rental revenues exclusive of straight-line associated with fixed escalators | $ | 3,651 | $ | 3,723 | $ | 3,801 | $ | 3,879 | ||||
Straight-lined site rental revenues associated with fixed escalators | (70 | ) | (131 | ) | (191 | ) | (240 | ) | ||||
GAAP site rental revenue | $ | 3,581 | $ | 3,592 | $ | 3,610 | $ | 3,639 |
PROJECTED GROUND LEASE EXPENSE FROM EXISTING GROUND LEASES(2) | ||||||||||||
Years Ended December 31, | ||||||||||||
(as of September 30, 2017; dollars in millions) | 2018 | 2019 | 2020 | 2021 | ||||||||
Components of ground lease expense: | ||||||||||||
Ground lease expense exclusive of straight-line associated with fixed escalators | $ | 632 | $ | 646 | $ | 663 | $ | 682 | ||||
Straight-lined site rental ground lease expense associated with fixed escalators | 80 | 69 | 59 | 46 | ||||||||
GAAP ground lease expense | $ | 712 | $ | 716 | $ | 721 | $ | 728 |
(1) | Based on customer licenses as of September 30, 2017. All customer licenses are assumed to renew for a new term at current term end date. CPI-linked customer contracts are assumed to escalate at 3% per annum. |
(2) | Based on existing ground leases as of September 30, 2017. CPI-linked leases are assumed to escalate at 3% per annum. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
ANNUALIZED RENTAL CASH PAYMENTS AT TIME OF RENEWAL(1) | ||||||||||||
Years Ended December 31, | ||||||||||||
(as of September 30, 2017; dollars in millions) | 2018 | 2019 | 2020 | 2021 | ||||||||
AT&T | $ | 38 | $ | 36 | $ | 44 | $ | 74 | ||||
Sprint | 37 | 39 | 22 | 39 | ||||||||
T-Mobile | 26 | 59 | 21 | 31 | ||||||||
Verizon | 21 | 20 | 29 | 26 | ||||||||
All Others Combined | 60 | 50 | 48 | 37 | ||||||||
Total | $ | 181 | $ | 205 | $ | 163 | $ | 207 |
ESTIMATED REDUCTION TO SITE RENTAL REVENUES FROM NON-RENEWALS FROM LEAP, METROPCS AND CLEARWIRE NETWORK DECOMMISSIONING(2)(3) (dollars in millions) | |||
2017 | 2018 | Thereafter | Total |
$50-$55 | $30-$40 | $35-$60 | $115-$155 |
CUSTOMER OVERVIEW | |||
(as of September 30, 2017) | Percentage of Q3 2017 LQA Site Rental Revenues | Weighted Average Current Term Remaining(4) | Long-Term Credit Rating (S&P / Moody’s) |
AT&T | 26% | 6 | BBB+ / Baa1 |
T-Mobile | 23% | 5 | BB |
Verizon | 20% | 6 | BBB+ / Baa1 |
Sprint | 16% | 5 | B / B2 |
All Others Combined | 15% | 4 | N/A |
Total / Weighted Average | 100% | 5 |
(1) | Reflects lease renewals by year by customer; dollar amounts represent annualized cash site rental revenues from assumed renewals or extension as reflected in the table "Projected Revenue from Customer Contracts." |
(2) | Estimated impact to site rental revenues in the applicable period based on the anticipated timing and amount of decommissioning activity, as of September 30, 2017. |
(3) | Depending on the eventual network deployment and decommissioning plans of AT&T, T-Mobile and Sprint, the impact and timing of such renewals may vary from Crown Castle's expectations. |
(4) | Weighted by site rental revenue contributions; excludes renewals at the customers' option. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY OF TOWER PORTFOLIO BY VINTAGE | |
(as of September 30, 2017; dollars in thousands) | |
YIELD(1) | NUMBER OF TENANTS PER TOWER |
LQA SITE RENTAL REVENUE PER TOWER | LQA TOWERS SEGMENT SITE RENTAL GROSS MARGIN PER TOWER |
INVESTED CAPITAL PER TOWER(2) | NUMBER OF TOWERS |
(1) | Yield is calculated as LQA Towers segment site rental gross margin divided by invested capital. |
(2) | Reflects gross total assets, including incremental capital invested by the Company since time of acquisition or construction completion. Inclusive of invested capital related to land at the tower site. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
PORTFOLIO OVERVIEW(1) | ||
(as of September 30, 2017; dollars in thousands) | ||
NUMBER OF TOWERS | TENANTS PER TOWER | LQA SITE RENTAL REVENUE PER TOWER |
(1) | Includes towers and rooftops, excludes small cells and third-party land interests. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
DISTRIBUTION OF TOWER TENANCY (as of September 30, 2017) | |||||
PERCENTAGE OF TOWERS BY TENANTS PER TOWER(1) | |||||
SITES ACQUIRED AND BUILT 2006 AND PRIOR | SITES ACQUIRED AND BUILT 2007 TO PRESENT |
Average: 2.6 | Average: 2.0 |
GEOGRAPHIC TOWER DISTRIBUTION (as of September 30, 2017)(1) | |
PERCENTAGE OF TOWERS BY GEOGRAPHIC LOCATION | PERCENTAGE OF LQA SITE RENTAL REVENUE BY GEOGRAPHIC LOCATION |
(1) | Includes towers and rooftops, excludes small cells and third-party land interests. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
GROUND INTEREST OVERVIEW | ||||||||||||||||
(as of September 30, 2017; dollars in millions) | LQA Site Rental Revenue | Percentage of LQA Site Rental Revenue | LQA Towers Segment Site Rental Gross Margin | Percentage of LQA Towers Segment Site Rental Gross Margin | Number of Towers(1) | Percentage of Towers | Weighted Average Term Remaining (by years)(2) | |||||||||
Less than 10 years | $ | 355 | 12 | % | $ | 197 | 10 | % | 5,796 | 14 | % | |||||
10 to 20 years | 444 | 16 | % | 233 | 12 | % | 7,725 | 19 | % | |||||||
Greater 20 years | 1,216 | 43 | % | 804 | 40 | % | 17,022 | 43 | % | |||||||
Total leased | $ | 2,015 | 71 | % | $ | 1,234 | 62 | % | 30,543 | 76 | % | 34 | ||||
Owned | 829 | 29 | % | 762 | 38 | % | 9,581 | 24 | % | |||||||
Total / Average | $ | 2,844 | 100 | % | $ | 1,996 | 100 | % | 40,124 | 100 | % |
(1) | Includes towers and rooftops, excludes small cells and third-party land interests. |
(2) | Includes renewal terms at the Company’s option; weighted by Towers segment site rental gross margin. |
GROUND INTEREST ACTIVITY | ||||||
(dollars in millions) | Three Months Ended September 30, 2017 | Nine Months Ended September 30, 2017 | ||||
Ground Extensions Under Crown Castle Towers: | ||||||
Number of ground leases extended | 363 | 1,182 | ||||
Average number of years extended | 35 | 32 | ||||
Percentage increase in consolidated cash ground lease expense due to extension activities(1) | 0.1 | % | 0.3 | % | ||
Ground Purchases Under Crown Castle Towers: | ||||||
Number of ground leases purchased | 91 | 289 | ||||
Land lease purchases (including capital expenditures, acquisitions and capital leases) | $ | 22 | $ | 66 | ||
Percentage of Towers segment site rental gross margin from towers residing on land purchased | <1% | <1% |
(1) | Includes the impact from the amortization of lump sum payments. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CAPITALIZATION OVERVIEW | ||||||||
(dollars in millions) | Face Value as of 9/30/2017 | Fixed vs. Variable | Secured vs. Unsecured | Interest Rate(1) | Net Debt to LQA EBITDA(2) | Maturity | ||
Cash | $ | 6,719 | ||||||
Senior Secured Tower Revenue Notes, Series 2010-3(3) | 1,250 | Fixed | Secured | 6.1% | 2040(3) | |||
Senior Secured Tower Revenue Notes, Series 2010-6(3) | 1,000 | Fixed | Secured | 4.9% | 2040(3) | |||
Senior Secured Tower Revenue Notes, Series 2015-1(3) | 300 | Fixed | Secured | 3.2% | 2042(3) | |||
Senior Secured Tower Revenue Notes, Series 2015-2(3) | 700 | Fixed | Secured | 3.7% | 2045(3) | |||
3.849% Secured Notes | 1,000 | Fixed | Secured | 3.8% | 2023 | |||
Senior Secured Notes, Series 2009-1, Class A-1 | 38 | Fixed | Secured | 6.3% | 2019 | |||
Senior Secured Notes, Series 2009-1, Class A-2 | 70 | Fixed | Secured | 9.0% | 2029 | |||
Capital Leases & other obligations | 238 | Various | Secured | Various | Various | |||
Total secured debt | $ | 4,596 | 4.8% | 1.9x | ||||
Senior Unsecured Revolving Credit Facility(4) | — | Variable | Unsecured | 2.6% | 2022 | |||
Senior Unsecured Term Loan A | 2,416 | Variable | Unsecured | 2.6% | 2022 | |||
5.250% Senior Notes | 1,650 | Fixed | Unsecured | 5.3% | 2023 | |||
4.875% Senior Notes | 850 | Fixed | Unsecured | 4.9% | 2022 | |||
3.400% Senior Notes | 850 | Fixed | Unsecured | 3.4% | 2021 | |||
4.450% Senior Notes | 900 | Fixed | Unsecured | 4.5% | 2026 | |||
3.700% Senior Notes | 750 | Fixed | Unsecured | 3.7% | 2026 | |||
2.250% Senior Notes | 700 | Fixed | Unsecured | 2.3% | 2021 | |||
4.000% Senior Notes | 500 | Fixed | Unsecured | 4.0% | 2027 | |||
4.750% Senior Notes | 350 | Fixed | Unsecured | 4.8% | 2047 | |||
3.200% Senior Notes | 750 | Fixed | Unsecured | 3.2% | 2024 | |||
3.650% Senior Notes | 1,000 | Fixed | Unsecured | 3.7% | 2027 | |||
Total unsecured debt | $ | 10,716 | 3.7% | 4.4x | ||||
Total net debt | $ | 8,593 | 4.0% | 3.6x | ||||
Preferred Stock, at liquidation value | 1,650 | |||||||
Market Capitalization(5) | 40,619 | |||||||
Firm Value(6) | $ | 50,862 |
(1) | Represents the weighted-average stated interest rate. |
(2) | Represents the applicable amount of debt divided by LQA consolidated Adjusted EBITDA. The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition. |
(3) | If the respective series of such debt is not paid in full on or prior to an applicable date then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series, and additional interest (of an additional approximately 5% per annum) will accrue on the respective series. The Senior Secured Tower Revenue Notes, Series 2010-3 and 2010-6 have anticipated repayment dates in 2020. The Senior Secured Tower Revenue Notes, Series 2015-1 and 2015-2 have anticipated repayment dates of 2022 and 2025, respectively. Notes are prepayable at par if voluntarily repaid six months or less prior to maturity; earlier prepayment may require additional consideration. |
(4) | As of September 30, 2017, the undrawn availability under the $3.5 billion Revolving Credit Facility is $3.5 billion. |
(5) | Market capitalization calculated based on $99.98 closing price and 406 million shares outstanding as of September 30, 2017. |
(6) | Represents the sum of net debt, preferred stock (at liquidation value) and market capitalization. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
DEBT MATURITY OVERVIEW(1) |
(1) | Where applicable, maturities reflect the Anticipated Repayment Date as defined in the respective debt agreement; excludes capital leases and other obligations; amounts presented at face value net of repurchases held at CCIC. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
LIQUIDITY OVERVIEW(1) | |||
(dollars in thousands) | September 30, 2017 | ||
Cash and cash equivalents(2) | $ | 6,719,134 | |
Undrawn revolving credit facility availability(3) | 3,490,316 | ||
Restricted cash | 120,730 | ||
Debt and other long-term obligations(4) | 15,204,415 | ||
Total equity | 12,672,332 |
(1) | We have an At-The-Market stock offering program ("ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate cumulative gross sales price of up to $500.0 million to or through sales agents. As of September 30, 2017, 4.1 million shares of common stock had been sold under the ATM Program generating net proceeds of $346.3 million. |
(2) | Exclusive of restricted cash. Includes net proceeds from the Lightower Financings, but not the use of net proceeds therefrom. |
(3) | Availability at any point in time is subject to reaffirmation of the representations and warranties in, and there being no default under, our credit agreement governing our Senior Unsecured Credit Facility. |
(4) | Balances reflect debt issuance costs as a direct reduction from the respective carrying amounts of debt, with the exception of debt issuance costs associated with the Company's revolving credit facilities. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY OF MAINTENANCE AND FINANCIAL COVENANTS | |||||
Debt | Borrower / Issuer | Covenant(1) | Covenant Level Requirement | As of September 30, 2017 | |
Maintenance Financial Covenants(2) | |||||
2016 Credit Facility | CCIC | Total Net Leverage Ratio | ≤ 6.50x | 3.5x | |
2016 Credit Facility | CCIC | Total Senior Secured Leverage Ratio | ≤ 3.50x | 1.8x | |
2016 Credit Facility | CCIC | Consolidated Interest Coverage Ratio(3) | N/A | N/A | |
Restrictive Negative Financial Covenants | |||||
Financial covenants restricting ability to incur additional debt | |||||
2012 Secured Notes | CC Holdings GS V LLC and Crown Castle GS III Corp. | Debt to Adjusted Consolidated Cash Flow Ratio | ≤ 3.50x | 2.6x | |
Financial covenants requiring excess cash flows to be deposited in a cash trap reserve account and not released | |||||
2010 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | > 1.75x | (4) | 4.7x |
2015 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | > 1.75x | (4) | 4.7x |
2009 Securitized Notes | Pinnacle Towers Acquisition Holdings LLC and its Subsidiaries | Debt Service Coverage Ratio | > 1.30x | (4) | 7.3x |
Financial covenants restricting ability of relevant issuer to issue additional notes under the applicable indenture | |||||
2010 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | ≥ 2.00x | (5) | 4.7x |
2015 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | ≥ 2.00x | (5) | 4.7x |
2009 Securitized Notes | Pinnacle Towers Acquisition Holdings LLC and its Subsidiaries | Debt Service Coverage Ratio | ≥ 2.34x | (5) | 7.3x |
(1) | As defined in the respective debt agreement. In the indentures for the 2010 Tower Revenue Notes, 2015 Tower Revenue Notes and the 2009 Securitized Notes, the defined term for Debt Service Coverage Ratio is "DSCR". |
(2) | Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the credit agreement governing our 2016 Credit Facility. |
(3) | Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50. |
(4) | The 2010 Tower Revenue Notes, 2015 Tower Revenue Notes, and 2009 Securitized Notes also include the potential for amortization events, which could result in applying current and future cash flow to the prepayment of debt with applicable prepayment consideration. An amortization event occurs when the Debt Service Coverage Ratio falls below 1.45x, 1.45x or 1.15x, in each case as described under the indentures for the 2010 Tower Revenue Notes, 2015 Tower Revenue Notes, or 2009 Securitized Notes, respectively. |
(5) | Rating Agency Confirmation (as defined in the respective debt agreement) is also required. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
INTEREST RATE SENSITIVITY(1) | ||||||
Years Ended December 31, | ||||||
(as of September 30, 2017; dollars in millions) | 2018 | 2019 | ||||
Fixed Rate Debt: | ||||||
Face Value of Principal Outstanding(2) | $ | 12,633 | $ | 12,617 | ||
Current Interest Payment Obligations(3) | 544 | 543 | ||||
Effect of 0.125% Change in Interest Rates(4) | — | — | ||||
Floating Rate Debt: | ||||||
Face Value of Principal Outstanding(2) | $ | 2,339 | $ | 2,216 | ||
Current Interest Payment Obligations(5) | 71 | 74 | ||||
Effect of 0.125% Change in Interest Rates(6) | 3 | 3 |
(1) | Excludes capital lease and other obligations. |
(2) | Face value net of required amortizations; assumes no maturity or balloon principal payments; excludes capital leases. |
(3) | Interest expense calculated based on current interest rates. |
(4) | Interest expense calculated based on current interest rates until the sooner of the (1) stated maturity date or (2) the Anticipated Repayment Date, at which time the face value amount outstanding of such indebtedness is refinanced at current rates plus 12.5 bps. |
(5) | Interest expense calculated based on current interest rates. Forward LIBOR assumptions are derived from the 1-month LIBOR forward curve as of September 30, 2017. Calculation assumes no changes to future interest rate margin spread over LIBOR due to changes in the Borrower’s senior unsecured credit rating. |
(6) | Interest expense calculated based on current interest rates using the 1-month LIBOR forward curve as of September 30, 2017 plus 12.5 bps. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
DEFINITIONS |
• | Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the wireless infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. |
• | AFFO and AFFO per share are useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO and AFFO per share help investors or other interested parties meaningfully evaluate our financial performance as they include (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock) and (2) sustaining capital expenditures and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that the Company uses AFFO and AFFO per share only as a performance measure. AFFO and AFFO per share should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment. |
• | FFO and FFO per share are useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO and FFO per share help investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO and FFO per share are not key performance indicators used by the Company. FFO and FFO per share should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
• | Organic Contribution to Site Rental Revenues is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses the Organic Contribution to Site Rental Revenues to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, new leasing activities and customer non-renewals in our core business, as well to forecast future results. Organic Contribution to Site Rental Revenues is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Three Months Ended September 30, | Nine Months Ended September 30, | Twelve Months Ended December 31, | |||||||||||||||||
(dollars in thousands) | 2017 | 2016 | 2017 | 2016 | 2016 | ||||||||||||||
Net income (loss) | $ | 115,194 | $ | 98,366 | $ | 346,446 | $ | 232,263 | $ | 356,973 | |||||||||
Adjustments to increase (decrease) net income (loss): | |||||||||||||||||||
Asset write-down charges | 5,312 | 8,339 | 10,284 | 28,251 | 34,453 | ||||||||||||||
Acquisition and integration costs | 13,180 | 2,680 | 27,080 | 11,459 | 17,453 | ||||||||||||||
Depreciation, amortization and accretion | 296,033 | 280,824 | 880,197 | 834,725 | 1,108,551 | ||||||||||||||
Amortization of prepaid lease purchase price adjustments | 5,029 | 5,429 | 15,113 | 16,000 | 21,312 | ||||||||||||||
Interest expense and amortization of deferred financing costs(1) | 154,146 | 129,916 | 430,402 | 385,656 | 515,032 | ||||||||||||||
Gains (losses) on retirement of long-term obligations | — | 10,274 | 3,525 | 52,291 | 52,291 | ||||||||||||||
Interest income | (11,188 | ) | (175 | ) | (12,585 | ) | (454 | ) | (796 | ) | |||||||||
Other income (expense) | 32 | 832 | (3,462 | ) | 4,623 | 8,835 | |||||||||||||
Benefit (provision) for income taxes | 2,383 | 5,041 | 11,290 | 12,797 | 16,881 | ||||||||||||||
Stock-based compensation expense | 24,681 | 22,594 | 66,458 | 75,297 | 96,538 | ||||||||||||||
Adjusted EBITDA(2)(3) | $ | 604,802 | $ | 564,120 | $ | 1,774,748 | $ | 1,652,908 | $ | 2,227,523 |
(1) | See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein. |
(2) | See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA. |
(3) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Q4 2017 | Full Year 2017 | Full Year 2018 | |||||||||
(dollars in millions) | Outlook | Outlook | Outlook | ||||||||
Net income (loss) | $91 | to | $116 | $438 | to | $463 | $515 | to | $595 | ||
Adjustments to increase (decrease) net income (loss): | |||||||||||
Asset write-down charges | $9 | to | $11 | $19 | to | $21 | $35 | to | $45 | ||
Acquisition and integration costs | $11 | to | $15 | $38 | to | $42 | $64 | to | $74 | ||
Depreciation, amortization and accretion | $296 | to | $310 | $1,176 | to | $1,190 | $1,508 | to | $1,544 | ||
Amortization of prepaid lease purchase price adjustments | $4 | to | $6 | $19 | to | $21 | $19 | to | $21 | ||
Interest expense and amortization of deferred financing costs(1) | $159 | to | $164 | $590 | to | $595 | $644 | to | $689 | ||
Gains (losses) on retirement of long-term obligations | $0 | to | $0 | $4 | to | $4 | $0 | to | $0 | ||
Interest income | $(1) | to | $1 | $(14) | to | $(12) | $(2) | to | $2 | ||
Other income (expense) | $(1) | to | $3 | $(4) | to | $0 | $3 | to | $5 | ||
Benefit (provision) for income taxes | $3 | to | $7 | $14 | to | $18 | $32 | to | $40 | ||
Stock-based compensation expense | $23 | to | $25 | $89 | to | $91 | $115 | to | $120 | ||
Adjusted EBITDA(2)(3) | $624 | to | $629 | $2,399 | to | $2,404 | $3,013 | to | $3,058 |
Three Months Ended September 30, | |||||||
(dollars in thousands) | 2017 | 2016 | |||||
Interest expense on debt obligations | $ | 151,765 | $ | 126,616 | |||
Amortization of deferred financing costs and adjustments on long-term debt, net | 4,882 | 4,601 | |||||
Other, net | (2,501 | ) | (1,301 | ) | |||
Interest expense and amortization of deferred financing costs | $ | 154,146 | $ | 129,916 |
Q4 2017 | Full Year 2017 | Full Year 2018 | |||||||||
(dollars in millions) | Outlook | Outlook | Outlook | ||||||||
Interest expense on debt obligations | $157 | to | $162 | $580 | to | $585 | $645 | to | $665 | ||
Amortization of deferred financing costs and adjustments on long-term debt, net | $4 | to | $7 | $18 | to | $21 | $17 | to | $22 | ||
Other, net | $(3) | to | $(1) | $(9) | to | $(7) | $(11) | to | $(6) | ||
Interest expense and amortization of deferred financing costs | $159 | to | $164 | $590 | to | $595 | $644 | to | $689 |
(1) | See the reconciliation of "components of interest expense and amortization of deferred financing costs" herein. |
(2) | See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" herein for a discussion of our definition of Adjusted EBITDA. |
(3) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(dollars in thousands, except share and per share amounts) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Net income (loss) | $ | 115,194 | $ | 98,366 | $ | 346,446 | $ | 232,263 | |||||||
Real estate related depreciation, amortization and accretion | 287,917 | 274,214 | 857,265 | 815,122 | |||||||||||
Asset write-down charges | 5,312 | 8,339 | 10,284 | 28,251 | |||||||||||
Dividends on preferred stock | — | (10,997 | ) | — | (32,991 | ) | |||||||||
FFO(1)(2)(4)(5) | $ | 408,422 | $ | 369,922 | $ | 1,213,994 | $ | 1,042,645 | |||||||
FFO (from above) | $ | 408,422 | $ | 369,922 | $ | 1,213,994 | $ | 1,042,645 | |||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||
Straight-lined revenue | 3,409 | (8,836 | ) | 2,954 | (42,375 | ) | |||||||||
Straight-lined expense | 24,032 | 23,486 | 69,903 | 71,132 | |||||||||||
Stock-based compensation expense | 24,681 | 22,594 | 66,458 | 75,297 | |||||||||||
Non-cash portion of tax provision | (1,491 | ) | 3,484 | (2,704 | ) | 5,230 | |||||||||
Non-real estate related depreciation, amortization and accretion | 8,116 | 6,611 | 22,932 | 19,604 | |||||||||||
Amortization of non-cash interest expense | 2,381 | 3,300 | 7,637 | 11,293 | |||||||||||
Other (income) expense | 32 | 832 | (3,462 | ) | 4,623 | ||||||||||
Gains (losses) on retirement of long-term obligations | — | 10,274 | 3,525 | 52,291 | |||||||||||
Acquisition and integration costs | 13,180 | 2,680 | 27,080 | 11,459 | |||||||||||
Capital improvement capital expenditures | (10,860 | ) | (10,040 | ) | (27,325 | ) | (25,351 | ) | |||||||
Corporate capital expenditures | (13,367 | ) | (8,474 | ) | (32,387 | ) | (22,385 | ) | |||||||
AFFO(1)(2)(4)(5) | $ | 458,537 | $ | 415,832 | $ | 1,348,608 | $ | 1,203,462 | |||||||
Weighted average common shares outstanding—diluted(3) | 397,035 | 338,409 | 374,992 | 337,076 | |||||||||||
AFFO per share(1)(4)(5)(6) | $ | 1.15 | $ | 1.23 | $ | 3.60 | $ | 3.57 |
(1) | See “Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations” herein for a discussion of our definitions of FFO and AFFO. |
(2) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(3) | Based on the diluted weighted-average common shares outstanding for the three and nine months ended September 30, 2017 and 2016. The diluted weighted-average common shares assumes no conversion of preferred stock in the share count. |
(4) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(5) | Attributable to CCIC common stockholders. |
(6) | For all periods presented, AFFO per share does not include any contribution from the pending Lightower acquisition, which is expected to close by year-end 2017. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Years Ended December 31, | |||||||||||||||
(in thousands of dollars, except share and per share amounts) | 2016 | 2015 | 2014 | 2013 | |||||||||||
Net income (loss) | $ | 356,973 | $ | 525,286 | $ | 346,314 | $ | 60,001 | |||||||
Real estate related depreciation, amortization and accretion | 1,082,083 | 1,018,303 | 971,562 | 730,076 | |||||||||||
Asset write-down charges | 34,453 | 33,468 | 14,246 | 13,595 | |||||||||||
Adjustment for noncontrolling interest(1) | — | — | — | — | |||||||||||
Dividends on preferred stock | (43,988 | ) | (43,988 | ) | (43,988 | ) | — | ||||||||
FFO(3)(4)(6)(7) | $ | 1,429,521 | $ | 1,533,069 | $ | 1,288,133 | $ | 803,672 | |||||||
FFO (from above) | $ | 1,429,521 | $ | 1,533,069 | $ | 1,288,133 | $ | 803,672 | |||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||
Straight-lined revenue | (47,377 | ) | (111,263 | ) | (183,393 | ) | (212,856 | ) | |||||||
Straight-lined expense | 94,246 | 98,738 | 101,890 | 78,619 | |||||||||||
Stock-based compensation expense | 96,538 | 67,148 | 56,431 | 39,031 | |||||||||||
Non-cash portion of tax provision(2) | 7,322 | (63,935 | ) | (19,490 | ) | 185,723 | |||||||||
Non-real estate related depreciation, amortization and accretion | 26,468 | 17,875 | 14,219 | 11,266 | |||||||||||
Amortization of non-cash interest expense | 14,333 | 37,126 | 80,854 | 99,244 | |||||||||||
Other (income) expense | 8,835 | (57,028 | ) | (11,992 | ) | 3,902 | |||||||||
Gains (losses) on retirement of long-term obligations | 52,291 | 4,157 | 44,629 | 37,127 | |||||||||||
Net gain (loss) on interest rate swaps | — | — | — | — | |||||||||||
Acquisition and integration costs | 17,453 | 15,678 | 34,145 | 25,574 | |||||||||||
Adjustment for noncontrolling interest(1) | — | — | — | — | |||||||||||
Capital improvement capital expenditures | (42,818 | ) | (46,789 | ) | (31,056 | ) | (17,520 | ) | |||||||
Corporate capital expenditures | (46,948 | ) | (58,142 | ) | (50,317 | ) | (27,099 | ) | |||||||
AFFO(3)(4)(6)(7) | $ | 1,609,864 | $ | 1,436,635 | $ | 1,324,054 | $ | 1,026,684 | |||||||
Weighted average common shares outstanding—diluted(5) | 340,879 | 334,062 | 333,265 | 299,293 | |||||||||||
AFFO per share(3)(6)(7) | $ | 4.72 | $ | 4.30 | $ | 3.97 | $ | 3.43 |
(2) | Adjusts the income tax provision to reflect our estimate of the cash taxes paid had we been a REIT for all periods presented, and is primarily comprised of foreign taxes. As a result income tax expense (benefit) is lower by the amount of the adjustment. |
(3) | See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" herein for a discussion of our definitions of FFO and AFFO. |
(4) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(5) | Based on the diluted weighted-average common shares outstanding for the twelve months ended December 31, 2016, 2015, 2014 and 2013. |
(6) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(7) | Attributable to CCIC common stockholders. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Q4 2017 | Full Year 2017 | Full Year 2018 | |||||||||
(in millions of dollars, except share and per share amounts) | Outlook | Outlook | Outlook | ||||||||
Net income (loss) | $91 | to | $116 | $438 | to | $463 | $515 | to | $595 | ||
Real estate related depreciation, amortization and accretion | $290 | to | $300 | $1,147 | to | $1,157 | $1,442 | to | $1,463 | ||
Asset write-down charges | $9 | to | $11 | $19 | to | $21 | $35 | to | $45 | ||
Dividends on preferred stock | $(30) | to | $(30) | $(30) | to | $(30) | $(113) | to | $(113) | ||
FFO(2)(3)(4) | $376 | to | $381 | $1,590 | to | $1,595 | $1,910 | to | $1,955 | ||
Weighted-average common shares outstanding—diluted(1) | 408.0 | 383.4 | 408.0 | ||||||||
FFO per share(2)(3)(4) | $0.92 | to | $0.93 | $4.15 | to | $4.16 | $4.68 | to | $4.79 | ||
FFO (from above) | $376 | to | $381 | $1,590 | to | $1,595 | $1,910 | to | $1,955 | ||
Adjustments to increase (decrease) FFO: | |||||||||||
Straight-lined revenue | $5 | to | $10 | $8 | to | $13 | $57 | to | $77 | ||
Straight-lined expense | $20 | to | $25 | $90 | to | $95 | $70 | to | $90 | ||
Stock-based compensation expense | $23 | to | $25 | $89 | to | $91 | $115 | to | $120 | ||
Non-cash portion of tax provision | $(2) | to | $3 | $(4) | to | $1 | $(7) | to | $8 | ||
Non-real estate related depreciation, amortization and accretion | $6 | to | $10 | $29 | to | $33 | $66 | to | $81 | ||
Amortization of non-cash interest expense | $1 | to | $6 | $9 | to | $14 | $6 | to | $16 | ||
Other (income) expense | $(1) | to | $3 | $(4) | to | $0 | $3 | to | $5 | ||
Gains (losses) on retirement of long-term obligations | $0 | to | $0 | $4 | to | $4 | $0 | to | $0 | ||
Acquisition and integration costs | $11 | to | $15 | $38 | to | $42 | $64 | to | $74 | ||
Capital improvement capital expenditures | $(11) | to | $(6) | $(39) | to | $(34) | $(73) | to | $(63) | ||
Corporate capital expenditures | $(19) | to | $(14) | $(52) | to | $(47) | $(53) | to | $(43) | ||
AFFO(2)(3)(4) | $430 | to | $435 | $1,779 | to | $1,784 | $2,219 | to | $2,264 | ||
Weighted-average common shares outstanding—diluted(1) | 408.0 | 383.4 | 408.0 | ||||||||
AFFO per share(2)(3)(4)(5) | $1.05 | to | $1.07 | $4.64 | to | $4.65 | $5.44 | to | $5.55 | ||
AFFO (from above) | $1,779 | to | $1,784 | ||||||||
Adjustments to AFFO: | |||||||||||
Dividends on preferred stock | $30 | to | $30 | ||||||||
Interest income from Lightower Financings proceeds | $(10) | to | $(10) | ||||||||
Interest expense on debt obligations from Lightower Financings | $24 | to | $24 | ||||||||
AFFO, exclusive of Lightower Financings | $1,823 | to | $1,828 | ||||||||
Weighted-average common shares outstanding—diluted(1) | 383.4 | ||||||||||
Adjustments to weighted-average common shares outstanding—diluted: | |||||||||||
Impact of common shares issued from Lightower Financings | (17.3) | ||||||||||
Weighted average common shares outstanding—diluted, exclusive of Lightower Financings | 366.1 | ||||||||||
AFFO per share, exclusive of Lightower Financings | $4.98 | to | $4.99 |
(1) | The assumption for fourth quarter 2017, full year 2017 and full year 2018 diluted weighted-average common shares outstanding is based on diluted common shares outstanding as of September 30, 2017. For all periods presented, the diluted weighted-average common shares outstanding assumes no conversion of the 6.875% Mandatory Convertible Preferred Stock in the share count. |
(2) | See “Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations” herein for a discussion of our definitions of FFO and AFFO. Our AFFO for historical periods may not be comparable to those periods presented prospectively from and after January 1, 2018, including our full year 2018 Outlook herein. See also "Definitions of Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for further information. |
(3) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(4) | Attributable to CCIC common stockholders. |
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Three Months Ended September 30, | |||||||
(dollars in millions) | 2017 | 2016 | |||||
Total face value of debt | $ | 15,311.9 | $ | 12,687.7 | |||
Ending cash and cash equivalents(1) | 6,719.1 | 156.2 | |||||
Total net debt | $ | 8,592.8 | $ | 12,531.5 | |||
Adjusted EBITDA for the three months ended September 30, | $ | 604.8 | $ | 564.1 | |||
Last quarter annualized Adjusted EBITDA | 2,419.2 | 2,256.5 | |||||
Net debt to Last Quarter Annualized Adjusted EBITDA | 3.6 | x | (2) | 5.6 | x |
Three Months Ended September 30, | |||||||
(dollars in thousands) | 2017 | 2016 | |||||
Adjusted EBITDA | $ | 604,802 | $ | 564,120 | |||
Interest expense on debt obligations | 151,765 | 126,616 | |||||
Interest Coverage Ratio | 4.0 | x | 4.5 | x |
(2) | The Net Debt to Last Quarter Annualized Adjusted EBITDA calculation does not give effect to (1) the pending Lightower acquisition, as this pending acquisition is expected to close during the fourth quarter of 2017 and (2) the Company's expected use of cash proceeds from the Lightower Financings to fund the pending Lightower acquisition. |