Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (USD $) | ||
In Thousands | Sep. 30, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | $268,831 | $155,219 |
Restricted cash | 182,718 | 147,852 |
Receivables, net of allowance for doubtful accounts of $5,935 and $6,267, respectively | 33,382 | 37,621 |
Deferred site rental receivables, net | 11,436 | 29,650 |
Prepaid expenses | 71,570 | 74,295 |
Deferred income tax assets | 99,153 | 28,331 |
Other current assets | 8,203 | 12,200 |
Total current assets | 675,293 | 485,168 |
Restricted cash | 5,000 | 5,000 |
Deferred site rental receivables, net | 232,317 | 144,474 |
Property and equipment, net | 4,926,598 | 5,060,126 |
Goodwill | 1,984,183 | 1,983,950 |
Other intangible assets, net | 2,443,134 | 2,551,332 |
Deferred financing costs and other assets, net | 216,694 | 131,672 |
Total assets | 10,483,219 | 10,361,722 |
Current liabilities: | ||
Accounts payable | 24,423 | 33,808 |
Accured interest | 42,600 | 16,771 |
Deferred revenues | 170,063 | 174,213 |
Interest rate swaps | 212,563 | 52,539 |
Other accrued liabilities | 81,949 | 90,810 |
Short-term debt, current maturities of debt and other obligations | 113,106 | 466,217 |
Total current liabilities | 644,704 | 834,358 |
Debt and other long-term obligations | 6,022,444 | 5,635,972 |
Deferred ground lease payables | 228,495 | 199,399 |
Deferred income tax liabilities | 95,248 | 40,446 |
Interest rate swaps | 187,388 | 488,632 |
Other liabilities | 137,999 | 132,324 |
Total liabilities | 7,316,278 | 7,331,131 |
Redeemable preferred stock, $0.1 par value; 20,000,000 shares authorized; shares issued and outstanding: September 30, 2009 and December 31, 2008--6,361,000; stated net of unamortized issue costs; mandatory redemption and aggregate liquidation value of $318,050 | 315,422 | 314,726 |
CCIC stockholders' equity: | ||
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: September 30, 2009--291,179,312 and December 31, 2008--288,464,431 | 2,912 | 2,885 |
Additional paid-in capital | 5,651,938 | 5,614,507 |
Accumulated other comprehensive income (loss) | (161,330) | (408,329) |
Accumulated deficit | (2,641,282) | (2,493,198) |
Total CCIC stockholders' equity | 2,852,238 | 2,715,865 |
Noncontrolling interest | (719) | 0 |
Total equity | 2,851,519 | 2,715,865 |
Total liablities and equity | $10,483,219 | $10,361,722 |
1_Condensed Consolidated Balanc
Condensed Consolidated Balance Sheet [Parenthetical] (USD $) | ||
In Thousands, except Share data | Sep. 30, 2009
| Dec. 31, 2008
|
Condensed Consolidated Balance Sheet [Abstract] | ||
Allowance for doubtful accounts receivable, current | $5,935 | $6,267 |
Par value. redeemable preferred stock | 0.1 | 0.1 |
Shares authorized, redeemable preferred stock | 20,000,000 | 20,000,000 |
Shares issued, redeemable preferred stock | 6,361,000 | 6,361,000 |
Shares outstanding, redeemable preferred stock | 6,361,000 | 6,361,000 |
Mandatory redemption and aggregate liquidation value, redeemable preferred stock | $318,050 | $318,050 |
Par value, common stock | 0.01 | 0.01 |
Shares authorized, common stock | 600,000,000 | 600,000,000 |
Shares issued, common stock | 291,179,312 | 288,464,431 |
Shares outstanding, common stock | 291,179,312 | 288,466,431 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (USD $) | |||||||||||||||||||
In Thousands, except Per Share data | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 | |||||||||||||||
Net revenues: | |||||||||||||||||||
Site rental | $396,466 | $353,984 | $1,140,577 | $1,047,540 | |||||||||||||||
Network services and other | 32,613 | 30,364 | 101,286 | 86,942 | |||||||||||||||
Net revenues | 429,079 | 384,348 | 1,241,863 | 1,134,482 | |||||||||||||||
Costs of operations: | |||||||||||||||||||
Site rental (1) | 114,899 | [1] | 115,758 | [1] | 337,979 | [1] | 341,884 | [1] | |||||||||||
Network services and other (1) | 21,613 | [1] | 20,541 | [1] | 64,683 | [1] | 60,772 | [1] | |||||||||||
General and administrative | 39,230 | 37,437 | 113,969 | 110,915 | |||||||||||||||
Asset write-down charges | 3,073 | 2,902 | 14,459 | 9,199 | |||||||||||||||
Acquisition and integration costs | 0 | 0 | 0 | 2,504 | |||||||||||||||
Depreciation, amortization and accretion | 131,463 | 131,714 | 396,236 | 395,643 | |||||||||||||||
Total operating expenses | 310,278 | 308,352 | 927,326 | 920,917 | |||||||||||||||
Operating income (loss) | 118,801 | 75,996 | 314,537 | 213,565 | |||||||||||||||
Interest expense and amortization of deferred financing costs | (111,169) | (88,138) | (327,006) | (266,040) | |||||||||||||||
Impairment of available-for-sale securities | 0 | (23,718) | 0 | (23,718) | |||||||||||||||
Gains (losses) on purchases and redemptions of debt | (4,848) | 0 | (90,174) | 0 | |||||||||||||||
Net gain (loss) on interest rate swaps | (58,327) | 2,404 | (114,060) | 2,404 | |||||||||||||||
Interest and other income (expense) | 2,569 | (847) | 5,572 | 1,669 | |||||||||||||||
Income (loss) before income taxes | (52,974) | (34,303) | (211,131) | (72,120) | |||||||||||||||
Benefit (provision) for income taxes | 21,836 | 2,096 | 78,276 | 87,079 | |||||||||||||||
Net income (loss) | (31,138) | (32,207) | (132,855) | 14,959 | |||||||||||||||
Less: Net income (loss) attributable to the noncontrolling interest | 501 | 0 | (375) | 0 | |||||||||||||||
Net income (loss) attributable to CCIC stockholders | (31,639) | (32,207) | (132,480) | 14,959 | |||||||||||||||
Dividends on preferred stock | (5,202) | (5,201) | (15,604) | (15,604) | |||||||||||||||
Net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock | (36,841) | (37,408) | (148,084) | (645) | |||||||||||||||
Net income (loss) | (31,138) | (32,207) | (132,855) | 14,959 | |||||||||||||||
Available-for-sale securities, net of tax: | |||||||||||||||||||
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0, $0, $0 and $0, respectively | 15,285 | (528) | 24,245 | (23,718) | |||||||||||||||
Amounts reclassified into results of operations, net of taxes of $0, $0, $0, and $0, respectively | 0 | 23,718 | 0 | 23,718 | |||||||||||||||
Derivative instruments: | |||||||||||||||||||
Net change in fair value of cash flow hedging instruments, net of taxes of $(19,720), $21,528, $66,719 and $20,545, respectively | (89,324) | (39,979) | 37,342 | (38,152) | |||||||||||||||
Amounts reclassified into results of operations, net of taxes of $264, $1,010, $793 and $1,949, respectively | 9,802 | 1,874 | 148,611 | 3,616 | |||||||||||||||
Foreign currency translation adjustments | 14,717 | (38,215) | 36,594 | (22,223) | |||||||||||||||
Comprehensive income (loss) | (80,658) | (85,337) | 113,937 | (41,800) | |||||||||||||||
Less: Comprehensive income (loss) attributable to the noncontrolling interest | 326 | 0 | (582) | 0 | |||||||||||||||
Comprehensive income (loss) attributable to CCIC stockholders | ($80,984) | ($85,337) | $114,519 | ($41,800) | |||||||||||||||
Net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share - basic and diluted | -0.13 | -0.13 | -0.52 | $0 | |||||||||||||||
Weighted-average common shares outstanding --basic and diluted (in thousands) | 286,707 | 283,573 | 286,356 | 280,780 | |||||||||||||||
[1]Exclusive of depreciation, amortization and accretion shown separately. |
2_Condensed Consolidated Statem
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) Parentheticals (USD $) | ||||
In Thousands | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) Parentheticals | ||||
Tax effect of unrealized gains (losses) on available-for-sale securities | $0 | $0 | $0 | $0 |
Tax effect of amounts reclassified into results of operations for available-for-sale securities | 0 | 0 | 0 | 0 |
Tax effect of net change in fair value of cash flow hedging instruments | (19,720) | 21,528 | 66,719 | 20,545 |
Taxes resulting from amounts reclassified into results of operations | $264 | $1,010 | $793 | $1,949 |
3_Condensed Consolidated Statem
Condensed Consolidated Statement of Cash Flows (USD $) | ||
In Thousands | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Cash flows from operating activities: | ||
Net income (loss) | ($132,855) | $14,959 |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||
Depreciation, amortization and accretion | 396,236 | 395,643 |
(Gains) losses on purchases and redemptions of long-term debt | 90,174 | 0 |
Amortization of deferred financing costs and other non-cash interest | 43,549 | 18,846 |
Stock-based compensation expense | 21,810 | 18,386 |
Asset write-down charges | 14,459 | 9,199 |
Deferred income tax benefit (provision) | (83,531) | (87,063) |
Impairment of available-for-sale securities | 0 | 23,718 |
Income (expense) from forward-starting interest rate swaps | 111,396 | 2,404 |
Other adjustments | 179 | (1,665) |
Changes in assets and liabilities, excluding the effects of acquistions: | ||
Increase (decrease) in accrued interest | 25,829 | 19 |
Increase (decrease) in accounts payable | (10,257) | 712 |
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liablilites and other liabilities | (12,367) | 16,888 |
Decrease (increase) in receivables | 6,043 | 7,618 |
Decrease (increase) in prepaid expenses, deferred site rental receivables and other assets | (76,992) | (73,909) |
Net cash provided by (used for) operating activities | 393,673 | 345,755 |
Cash flows from investing activities: | ||
Proceeds from disposition of property and equipment | 3,374 | 1,117 |
Payment for acquisitions (net of cash acquired) of businesses | (2,581) | (27,736) |
Capital expenditures | (111,297) | (342,737) |
Net cash provided by (used for) investing activities | (110,504) | (369,356) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 2,228,848 | 0 |
Proceeds from issuance of capital stock | 16,742 | 7,775 |
Principal payments on long-term debt | (4,875) | (4,875) |
Purchases and redemptions of long-term debt | (2,131,910) | 0 |
Purchases of capital stock | (1,231) | (44,383) |
Borrowings under revolving credit agreements | 50,000 | 85,000 |
Payments under revolving credit agreements | (219,400) | 0 |
Payments for financing costs | (59,000) | (1,538) |
Net (increase) decrease in restricted cash | (31,061) | (4,378) |
Dividends on preferred stock | (14,908) | (14,908) |
Net cash provided by (used for) financing activities | (166,795) | 22,693 |
Effect of exchange rate changes on cash | (2,762) | (1,233) |
Net increase (decrease) in cash and cash equivalents | 113,612 | (2,141) |
Cash and cash equivalents at beginning of the period | 155,219 | 75,245 |
Cash and cash equivalents at end of period | $268,831 | $73,104 |
General
General | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
General [Abstract] | |
General | 1. General The information contained in the following notes to the consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December31, 2008, and related notes thereto, included in the 2008 Form 10-K filed by Crown Castle International Corp. (CCIC) with the Securities and Exchange Commission (SEC). All references to the Company include CCIC and its subsidiary companies unless otherwise indicated or the context indicates otherwise. The Company owns, operates and leases towers and other communications structures (collectively, towers). The Companys primary business is the renting of antenna space to wireless communication companies under long-term contracts. To a lesser extent, the Company also provides complementary services to its customers including initial antenna installation and subsequent augmentation, site acquisition, site development and construction, network design and site selection, site management and other services. The Companys assets are primarily located throughout the U.S. and Australia and to a much lesser extent in Puerto Rico, Canada and the U.K. Basis of Presentation The consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the consolidated financial position of the Company at September30, 2009, the consolidated results of operations for the three and nine months ended September30, 2009 and 2008 and the consolidated cash flows for the nine months ended September30, 2009 and 2008. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the entire year. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company has evaluated subsequent events through November5, 2009, which was the date the financial statements were issued. Certain reclassifications have been made to the financial statements for prior periods in order to conform to the presentation for the nine months ended September30, 2009. In addition, on January1, 2009 the Company adopted certain presentation and disclosure requirements of the FASB Accounting Standards Codification (ASC) topic 810 (formerly SFAS No.160). See note 3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The significant accounting policies used in the preparation of the Companys consolidated financial statements are disclosed in the Companys 2008 Form 10-K with the exception of acquisition and integration costs and restricted cash disclosed below. Additional information regarding the Companys accounting for long-lived assets is also discussed below. Restricted Cash Restricted cash represents the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Companys debt instruments as well as any other cash whose use is limited by contractual provisions. The restriction of all rental cash receipts is a critical feature of these debt instruments, due to the applicable indenture trustees ability to utilize the restricted cash for the payment of (1)debt service costs, (2)ground rents, (3)real estate and personal property taxes, (4)insurance premiums related to towers, (5)other assessments by governmental authorities and potential environmental remediation costs and (6)reserves for a portion of advance rents from customers. The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. The increases and decreases in restricted cash have aspects of cash flows from financing as well as cash flows from operating activities and, as such, could be classified as either on the consolidated statement of cash flows. The Company has classified the increases and decreases in restricted cash held by the indenture trustees as cash flows from financing activities based on consideration of the terms of the related indebtedness. The Company has classified the change in the other remaining restricted cash as cash flows from operating activities on the consolidated statement of cash flows and was an outflow of $3.8 million and $0 for the nine months ended September30, 2009 and 2008, respectively. Acquisition and Integration Costs Prior to the adoption of certain amendments of ASC 805 (formerly SFAS No.141(R)) on January1, 2009, direct out-of-pocket or incremental costs that were directly related to a business combination were included in the cost of the acquired enterprise. Costs that were previously included in the cost of the acquired enterprise include finders fees or other fees paid to outside consultants for accounting, legal, engineering reviews or appraisals. Certain incremental costs directly related to the integration of the acquired enterprises operations and tower portfolio were and continue to be expensed as incurred and are classified as acquisition and integration costs in the Companys consolidated statement of operations and comprehensive income (loss). Prospectively from January1, 2009, all direct or incremental costs related to a business combination are expensed as incurred. These business combination costs are included in acquisition and integration costs on the Companys consolidated statement of operations and comprehensive income (loss). Intangible Assets Intangible assets are included in other intangible assets, net on the Companys consolidated balance sheet |
New Accounting Prononcements
New Accounting Prononcements | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
New Accounting Prononcements [Abstract] | |
New Accounting Prononcements | 3. New Accounting Pronouncements In September 2006, the FASB issued certain amendments to ASC 820 (formerly SFAS 157), which defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosures about fair value measurements. In April 2009, the accounting standards were amended to provide additional guidance for estimating fair value when the volume and level of activity have significantly decreased and guidance on identifying a transaction that is not orderly. In August 2009, FASB issued Accounting Standards Update (ASU) 2009-05, which amends the accounting standards to provide additional guidance on measuring liabilities at fair value. On January1, 2008, the Company adopted the provisions of these amended accounting standards, with the exception of a one-year deferral of implementation for non-financial assets and liabilities that are not recognized or disclosed at fair value on a recurring basis (at least annually), which was adopted on January1, 2009. The significant categories of assets and liabilities included in the Companys deferred implementation of these amended accounting standards are (1)non-financial assets and liabilities initially measured at fair value in a business combination, (2)impairment assessments of long-lived assets, goodwill, and other intangible assets, and (3)asset retirement obligations initially measured at fair value. The requirements of these amended accounting standards were applied prospectively. The January1, 2009 adoption of the portions of these amended accounting standards which were permitted to be initially deferred did not have a material impact on the Companys consolidated financial statements. In December 2007, the FASB issued certain amendments to ASC 810 (formerly SFAS 160) to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. These amendments to the accounting standards clarify that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. These amendments to the accounting standards require consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. On January1, 2009, the Company adopted these amendments of ASC 810. The adoption of these amendments did not have a material impact on the Companys consolidated financial statements. As a result of adoption of these amendments, the Company has prospectively recorded the income or losses applicable to the noncontrolling interest of CCAL even though the noncontrolling stockholders share of the cumulative losses exceeded its equity interest. In April 2009, the FASB issued certain amendments to ASC 825 (formerly FASB Staff Position No. FAS 107-1 and APB 28-1). This amended accounting guidance requires disclosure about fair value of financial instruments for interim periods as well as in annual financial statements. On June30, 2009, the Company adopted the provisions of this amended accounting guida |
Property and Equipment
Property and Equipment | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Property and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment The major classes of property and equipment are as follows: Estimated UsefulLives September30, 2009 December31, 2008 Land $ 618,335 $ 596,100 Buildings 40years 36,021 35,040 Telecommunications towers 1-20years 6,998,163 6,802,316 Transportation and other equipment 3-5years 25,813 26,505 Office furniture and equipment 2-10years 119,110 110,997 Construction in process 75,460 103,623 7,872,902 7,674,581 Less: accumulated depreciation (2,946,304 ) (2,614,455 ) $ 4,926,598 $ 5,060,126 Depreciation expense was $284.7 million and $286.4 million for the nine months ended September30, 2009 and 2008, respectively. |
Intangible Assets
Intangible Assets | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Intangible Assets [Abstract] | |
Intangible Assets | 5. Intangible Assets Virtually all of the intangible assets are recorded at CCUSA. As of September30, 2009, $2.3 billion of the consolidated net intangible assets relate to site rental contracts and customer relationships. As of September30, 2009, the accumulated amortization on the consolidated intangible assets was $438.9 million. Amortization expense related to intangible assets is classified as follows on the Companys consolidated statement of operations and comprehensive income (loss): Three Months Ended September30, Nine Months Ended September30, Classification 2009 2008 2009 2008 Depreciation, amortization and accretion $ 36,096 $ 35,873 $ 108,185 $ 107,375 Site rental costs of operations 1,015 1,091 3,062 3,391 Total amortization expense $ 37,111 $ 36,964 $ 111,247 $ 110,766 |
Debt and Other Obligations
Debt and Other Obligations | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Debt and Other Obligations [Abstract] | |
Debt and Other Obligations | 6. Debt and Other Obligations The Companys indebtedness consists of the following: Original IssueDate Contractual MaturityDate Outstanding Balanceasof September30, 2009 Outstanding Balanceasof December31, 2008 StatedInterest Rateasof September30, 2009(a) Bank debt variable rate: Revolver Jan.2007 Jan. 2010 $ $ 169,400 N/A (b) 2007 Term Loans Jan./March2007 March2014 633,750 638,625 1.8 %(b) Total bank debt 633,750 808,025 Securitized debt fixed rate: 2006 Mortgage Loan Feb. 2006(c) Feb. 2011 1,548,351 2004 Mortgage Loan Dec. 2004(c) Dec. 2009 290,317 2006 Tower Revenue Notes Nov. 2006 Nov.2036 (d ) 1,550,000 1,550,000 5.7 %(d) 2005 Tower Revenue Notes June 2005 June2035 (d ) 1,697,659 1,900,000 4.9 %(d) 2009 Securitized Notes July 2009 2019/2029 (i ) 250,000 7.1 % Total securitized debt 3,497,659 5,288,668 High yield bonds fixed rate: 9% Senior Notes(e) Jan. 2009 Jan. 2015 821,034 9.0 %(f) 7.75% Secured Notes(e) April 2009 May 2017 1,166,419 7.8 %(g) 7.5% Senior Notes Dec. 2003 Dec. 2013 51 51 7.5 % Total high yield bonds 1,987,504 51 Other: Capital leases and other obligations Various Various (h ) 16,637 5,445 Various (h) Total debt and other obligations 6,135,550 6,102,189 Less: current maturities and short-term debt and other current obligations 113,106 (j) 466,217 Non-current portion of long-term debt and other long-term obligations $ 6,022,444 $ 5,635,972 (a) Represents the weighted-average stated interest rate. (b) The Revolver currently bears interest at a rate per annum, at the election of CCOC, equal to the prime rate of The Royal Bank of Scotland plc plus a credit spread ranging from 0.25% to 0.63% or LIBOR plus a credit spread ranging from 1.25% to 1.63%, in each case based on the Companys consolidated leverage ratio. The 2007 Term Loans bear interest at a rate per annum, at CCOCs election, equal to the prime rate of The Royal Bank of Scotland plc plus 0.50% or LIBOR plus 1.50%. See note 7. (c) The 2004 Mortgage Loan and 2006 Mortgage Loan remained outstanding as obligations of the subsidiaries of Global Signal that the Company acquired in the Global Signal Merger. (d) If the 2005 Tower Revenue Notes and the 2006 Tower Revenue Notes (collectively, Tower Revenue Notes) are not paid in full on or prior to June 2010 or |
Interest Rate Swaps
Interest Rate Swaps | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Interest Rate Swaps [Abstract] | |
Interest Rate Swaps | 7. Interest Rate Swaps The Company only enters into interest rate swaps to manage and reduce its interest rate risk, including the use of (1)forward starting interest rate swaps to hedge its exposure to variability in future cash flows attributable to changes in LIBOR on anticipated financing, including refinancings and potential future borrowings and (2)interest rate swaps to hedge the interest rate variability on a portion of the Companys floating rate debt. The Company does not enter into interest rate swaps for speculative or trading purposes. The forward starting interest rate swaps call for the Company to pay interest at a fixed rate in exchange for receiving interest at a variable rate equal to LIBOR. The forward starting interest rate swaps are exclusive of any credit spread that would be incremental to the fixed rate in determining the all-in interest rate of the anticipated financing. The Company is exposed to non-performance risk from the counterparties to its interest rate swaps; however, the Company generally uses master netting arrangements to mitigate such non-performance risk. The Company does not require collateral as security for its interest rate swaps. In September 2008, the Company de-designated as hedging instruments two interest rate swaps with a combined notional value of $475.0 million that are held by a subsidiary of Lehman Brothers because of the probability the counterparty would default. The settlement value of the interest rate swaps with Lehman Brothers was a liability of $36.9 million as of September30, 2009. The Companys other interest rate swaps are with Morgan Stanley and the Royal Bank of Scotland plc who have credit ratings of A or better. The following is a summary of the outstanding interest rate swaps as of September30, 2009: Hedged Item(a) Combined Notional StartDate(b) EndDate PayFixed Rate(c) ReceiveVariable Rate Variable to fixed forward starting: Non-economic hedge(d) $ 293,825 Dec.2009 Dec.2014 5.1 % LIBOR 2005 Tower Revenue Notes anticipated refinancing(e) 1,900,000 June 2010 June 2015 5.2 % LIBOR Non-economic hedge(f) 1,550,000 Feb. 2011 Feb. 2016 5.3 % LIBOR 2006 Tower Revenue Notes anticipated refinancing(e) 1,550,000 Nov.2011 Nov.2016 5.1 % LIBOR Variable to fixed: 2007 Term Loans(g) 625,000 Dec. 2007 Dec. 2009 4.1 % LIBOR Total $ 5,918,825 (a) Inclusive of interest rate swaps not designated as hedging instruments. (b) On the respective effective dates (start dates), the Company is contractually obligated to terminate and settle in cash the forward-starting interest rate swaps. (c) Exclusive of any applicable credit spreads. (d) This interest rate swap previously hedged the anticipated refinancing of the 2004 Mortgage Loan. See the discussion below regarding discontinuation of the hedge accounting. (e) The hedges of the anticipated refinancing of the 2005 Tower Revenue Notes and 2006 Tower Revenue Notes are inclusive of interest rate |
Stockholders' Equity
Stockholders' Equity | |
1/1/2009 - 9/30/2009
USD / shares | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders Equity In February 2009, the Company issued 59,500 shares of common stock to the non-employee members of its board of directors. In connection with these shares, the Company recognized stock-based compensation expense of $1.0 million for the nine months ended September30, 2009. The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to the CCIC stockholders and equity attributable to the noncontrolling interest. CCIC Stockholders Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Balance, June30, 2009 $ 2,908 $ 5,638,213 $ (111,985 ) $ (2,604,441 ) $ (1,046 ) $ 2,923,649 Issuances of capital stock, net of forfeitures 4 6,960 6,964 Purchases and retirement of capital stock (14 ) 1 (13 ) Stock-based compensation 6,779 6,779 Other comprehensive income(a) (49,345 ) (175 ) (49,520 ) Dividends on preferred stock (5,202 ) (5,202 ) Net income (loss) (31,639 ) 501 (31,138 ) Balance, September30, 2009 $ 2,912 $ 5,651,938 $ (161,330 ) $ (2,641,282 ) $ (719 ) $ 2,851,519 CCIC Stockholders Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Balance June30, 2008 $ 2,827 $ 5,535,860 $ 22,537 $ (2,386,771 ) $ $ 3,174,453 Issuances of capital stock, net of forfeitures 59 64,471 64,530 Purchases and retirement of capital stock (45 ) (45 ) Stock-based compensation 6,346 6,346 Other comprehensive income(a) (53,130 ) (53,130 ) Dividends on preferred stock (5,201 ) (5,201 ) Net income (loss) (32,207 ) (32,207 ) Balance, September30, 2008 $ 2,886 $ 5,606,632 $ (30,593 ) $ (2,424,179 ) $ $ 3,154,746 CCIC Stockholders Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Noncontrolling Interest Total Balance, January1, 2009 $ 2,885 $ 5,614,507 $ (408,329 ) $ (2,493,198 ) $ $ 2,715,865 Issuances of capital stock, net of forfeitures 28 16,714 16,742 Purchases and retirement of capital stock (1 |
Fair Value Disclosures
Fair Value Disclosures | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 9. Fair Value Disclosures The following is the estimated fair values of the Companys financial instruments, along with the carrying amounts of the related assets (liabilities). September30, 2009 December31, 2008 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 268,831 $ 268,831 $ 155,219 $ 155,219 Restricted cash 187,718 187,718 152,852 152,852 Available-for-sale securities 28,461 28,461 4,216 4,216 Short-term and long-term debt and other obligations (6,135,550 ) (6,290,963 ) (6,102,189 ) (4,808,985 ) Interest rate swaps (399,951 ) (399,951 ) (541,171 ) (541,171 ) The fair value of available-for-sale securities is based on quoted market prices. The fair value of interest rate swaps is determined using the income approach and is predominately based on observable interest rates and yield curves and, to a lesser extent, the Companys and the contract counterpartys credit risk. The credit risk(the Company's non-performance risk) assumptionfor interest rate swap fair values is primarily based on implied spreads from quoted market prices on the Companys outstanding debt and managements knowledge of current credit spreads in the debt market. The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The estimated fair value of the Companys debt securities is based on indicative quotes (that is non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. There were no changes since December31, 2008 in the Companys valuation techniques used to measure fair values other than utilizing implied spreads from quoted market prices on the Companys outstanding debt in determining the Company's credit risk assumption for purposes ofvaluing the interest rate swaps instead of credit default swap spreads including those of indexes of comparable securities. The following table presents information about the Companys assets and liabilities measured at fair value on a recurring basis as of September30, 2009 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. Assets at Fair Value as of September30,2009 Level 1 Level2 Level3 Total Cash and cash equivalents $ 268,831 $ 268,831 Restricted cash 187,718 187,718 Available-for-sale securities 28,461 28,461 $ 485,010 $ 485,010 LiabilitiesatFairValueasofSeptember30,2009 Level 1 Level 2 Level 3 Total Interest rate swaps $ $ $ 399,951 (a) $ 399,951 (a) As of September30, 2009, the liability on a cash settlement basis of $421.8 million has been reduced by $21.8 million, related to credit risk (primarily the Companys |
Per Share Information
Per Share Information | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Per Share Information [Abstract] | |
Per Share Information Disclosure | 10. Per Share Information Basic net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share excludes dilution and is computed by dividing net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock by the weighted-average number of common shares outstanding in the period. Diluted income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share is computed by dividing net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock by the weighted-average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including shares issuable (1)upon exercise of stock options and warrants and the vesting of restricted stock awards as determined under the treasury stock method and (2)upon conversion of the Companys convertible notes and preferred stock, as determined under the if-converted method. A reconciliation of the numerators and denominators of the basic and diluted per share computations is as follows: Three Months Ended September30, Nine Months Ended September30, 2009 2008 2009 2008 Net income (loss) attributable to CCIC stockholders $ (31,639 ) $ (32,207 ) $ (132,480 ) $ 14,959 Dividends on preferred stock (5,202 ) (5,201 ) (15,604 ) (15,604 ) Net income (loss) attributable to CCIC common stockholders after deduction of dividends on preferred stock for basic and diluted computations $ (36,841 ) $ (37,408 ) $ (148,084 ) $ (645 ) Weighted average number of common shares outstanding during the period for basic and diluted computations (in thousands) 286,707 283,573 286,356 280,780 Basic and diluted net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share $ (0.13 ) $ (0.13 ) $ (0.52 ) $ 0.00 The calculations of common shares outstanding for the diluted computations exclude the potential common shares shown in the table below. The inclusion of such potential common shares shown in the table below in the diluted per share computations would be anti-dilutive. As of September30, 2009 2008 Options to purchase shares of common stock(a) 2,985 4,189 Shares of 6.25% Convertible Preferred Stock which are convertible into shares of common stock at a conversion price of $36.875 per share 8,625 8,625 Restricted stock awards (note 13) 4,321 3,017 Total potential common shares 15,931 15,831 (a) As of September30, 2009, outstanding stock options include (1)2.6million options with an exercise price below $31.36 and a weighted-average exercise price of $13.56 per share and (2)0.4million options with an exercise price above $31.37 and a weighted-average exercise price of $32.47 per share. The options outstanding as of Sep |
Commitments and Contingencies
Commitments and Contingencies | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business, along with a derivative lawsuit as described below. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Companys consolidated financial position or results of operations. In February 2007, plaintiffs filed a consolidated petition styled In Re Crown Castle International Corp. Derivative Litigation, Cause No.2006-49592; in the 234th Judicial District Court, Harris County, Texas which consolidated five stockholder derivative lawsuits filed in 2006. The lawsuit names various of the Companys current and former directors and officers. The lawsuit makes allegations relating to the Companys historic stock option practices and alleges claims for breach of fiduciary duty and other similar matters. Among the forms of relief, the lawsuit seeks alleged monetary damages sustained by CCIC. See note 15. |
Operating Segments
Operating Segments | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Operating Segments [Abstract] | |
Operating Segments | 12. Operating Segments The Companys reportable operating segments for the three and nine months ended September30, 2009 are (1)CCUSA, primarily consisting of the Companys U.S. (including Puerto Rico) tower operations and (2)CCAL, the Companys Australian tower operations. Financial results for the Company are reported to management and the board of directors in this manner. The measurement of profit or loss currently used by management to evaluate the results of operations for the Company and its operating segments is earnings before interest, taxes, depreciation, amortization and accretion, as adjusted (Adjusted EBITDA). The Company defines Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, gains (losses) on purchases and redemptions of debt, net gain (loss) on interest rate swaps, impairment of available-for-sale securities, interest and other income (expense), benefit (provision) for income taxes, cumulative effect of change in accounting principle, income (loss) from discontinued operations and stock-based compensation expense. Adjusted EBITDA is not intended as an alternative measure of operating results or cash flow from operations (as determined in accordance with U.S. generally accepted accounting principles), and the Companys measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. There are no significant revenues resulting from transactions between the Companys operating segments. Inter-company borrowings and related interest between segments are eliminated to reconcile segment results and assets to the consolidated basis. The financial results for the Companys operating segments are as follows: Three Months Ended September30, 2009 Three Months Ended September30, 2008 CCUSA CCAL Eliminations Consolidated Total CCUSA CCAL Eliminations Consolidated Total Net revenues: Site rental $ 376,239 $ 20,227 $ $ 396,466 $ 332,715 $ 21,269 $ $ 353,984 Network services and other 31,194 1,419 32,613 27,972 2,392 30,364 407,433 21,646 429,079 360,687 23,661 384,348 Costs of operations:(a) Site rental 108,572 6,327 114,899 109,757 6,001 115,758 Network services and other 20,742 871 21,613 18,878 1,663 20,541 General and administrative 36,350 2,880 39,230 33,220 4,217 37,437 Asset write-down charges 3,198 (125 ) 3,073 2,863 39 2,902 Depreciation, amortization and accretion 124,766 6,697 |
Stock-based Compensation
Stock-based Compensation | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | 13. Stock-Based Compensation Restricted Common Stock A summary of restricted stock activity for the nine months ended September30, 2009 is as follows: Number of Shares (Inthousandsofshares) Shares outstanding at December31, 2008 2,749 Shares granted(a) 2,231 Shares vested (204 ) Shares forfeited (455 ) Shares outstanding at September30, 2009 4,321 (a) Weighted-average grant-date fair value of $10.02 per share and a weighted-average requisite service period of 2.6 years. The awards with market conditions included an expected volatility of 46% in the Monte Carlo simulation used to measure grant date fair value. During the nine months ended September30, 2009, the Company granted 0.8million shares of restricted stock awards that time vest over a three-year period. During the nine months ended September30, 2009, the Company granted 1.4million shares of restricted stock awards (2009 performance awards) to the Companys executives and certain other employees which may vest on the third anniversary of the grant date subject to a market condition. The number of 2009 performance awards that may cliff vest on the third anniversary of the grant date is based upon achieving a price appreciation hurdle along a price range continuum using the highest average closing price per share of common stock for 20 consecutive trading days during the last 180 days of the performance period. If the highest average price achieved during the performance period is the minimum, target and maximum prices of $23.15, $28.10 and $39.06, then 25%, 50% or 100%, respectively, of the 2009 performance awards vest. Achieving a highest average price equal to the minimum price, target price or maximum price would require the common stock to achieve a compound annual growth rate (CAGR) of approximately 13%, 21% or 35%, respectively, from the grant date closing common stock price per share of $15.99. If the highest average price achieved during the performance period is between the minimum, target and maximum prices then the percentage of the shares that vest is determined based on a pro rata basis in relation to the minimum, target and maximum price. To the extent that the requisite service period is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performance target is achieved. The Company recognized stock-based compensation expense related to restricted stock awards of $20.8 million and $17.2 million for the nine months ended September30, 2009 and 2008, respectively. The unrecognized compensation expense (net of estimated forfeitures) related to restricted stock awards as of September30, 2009 is $32.0 million. Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense. For the three and nine months ended September30, 2009, the Company recorded tax benefits of $2.4 million and $7.6 million, respectively, related to stock-based compensation expenses. ThreeMonthsEndedSeptember30,2009 ThreeMonthsEndedSeptember30,2008 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 14. Supplemental Cash Flow Information Supplemental disclosures of cash flow information and non-cash investing and financing activities are as follows: Nine Months Ended September30, 2009 2008 Supplemental disclosure of cash flow information: Interest paid $ 257,567 $ 247,300 Income taxes paid 5,130 4,190 Supplemental disclosure of non-cash investing and financing activities: Increase (decrease) in the fair value of available-for-sale securities 24,245 (23,718 ) Common stock issued in connection with the conversion of debt 63,340 Increase (decrease) in the fair value of interest rate swaps (note 7) (104,401 ) (34,253 ) Assets acquired through capital leases and installment sales 12,726 2,332 |
Subsequent Events
Subsequent Events | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events 7.125% Senior Notes In October 2009, the Company issued $500.0 million principal amount of 7.125% senior notes (7.125% Senior Notes) in a public offering pursuant to an indenture. These 7.125% Senior Notes are general obligations of CCIC, which rank equally with all existing and future senior debt of CCIC. The 7.125% Senior Notes are effectively subordinated to all liabilities (including trade payables) of each subsidiary of the Company and rank pari pasu with the 9% senior notes. The proceeds from the 7.125% Senior Notes were $490.0 million, net of fees and discounts. The Company expects to use the net proceeds for general corporate purposes, which may include the purchase or repayment of certain indebtedness of its subsidiaries. The 7.125% Senior Notes contain restrictive covenants with which the Company and its restricted subsidiaries must comply, subject to a number of exceptions and qualifications, including restrictions on its ability to incur incremental debt, issue preferred stock, guarantee debt, pay dividends, repurchase its capital stock, use assets as security in other transactions, sell assets or merge with or into other companies, and make certain investments. Certain of these covenants are not applicable if there is no event of default and if the ratio of the Companys Consolidated Debt (as defined in the 7.125% Senior Notes indenture) to its Adjusted Consolidated Cash Flows (as defined in the 7.125% Senior Notes indenture) is less than or equal to7.0 to 1.0. The 7.125% Senior Notes do not contain any financial maintenance covenants. Derivative Litigation In October 2009, the plaintiffs claims with respect to the consolidated petition styled In Re Crown Castle International Corp. Derivative Litigation, Cause No.2006-49592, in the 234th Judicial District Court, Harris County, Texas were dismissed with prejudice. This order to dismiss is appealable by the plaintiffs. |
Document Information
Document Information | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | 2009-09-30 |
Entity Information
Entity Information (USD $) | ||
9 Months Ended
Sep. 30, 2009 | Oct. 30, 2009
| |
Entity Information [Line Items] | ||
Entity Registrant Name | CROWN CASTLE INTERNATIONAL CORP | |
Entity Central Index Key | 0001051470 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 291,206,034 |