Exhibit 99.1
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
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| | September 30, 2007 | | | December 31, 2006 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 82,735 | | | $ | 281,264 | |
Restricted cash (1) | | | 41,154 | | | | | |
Short-term investments and available-for-sale securities | | | 5,219 | | | | 22,986 | |
Accounts receivable, net | | | 46,426 | | | | 29,368 | |
Prepaid and other current assets | | | 86,630 | | | | 63,919 | |
Deferred income taxes | | | 23,494 | | | | 88,485 | |
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Total current assets | | | 285,658 | | | | 486,022 | |
| | | | | | | | |
Property and equipment, net | | | 3,071,125 | | | | 3,218,124 | |
Goodwill | | | 2,180,544 | | | | 2,189,767 | |
Other intangible assets, net | | | 1,722,185 | | | | 1,820,876 | |
Deferred income taxes | | | 497,190 | | | | 482,710 | |
Notes receivable and other long-term assets | | | 446,736 | | | | 415,720 | |
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Total | | $ | 8,203,438 | | | $ | 8,613,219 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | $ | 203,864 | | | $ | 187,634 | |
Accrued interest | | | 36,938 | | | | 41,319 | |
Current portion of long-term obligations | | | 1,770 | | | | 253,907 | |
Unearned revenue | | | 95,990 | | | | 86,769 | |
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Total current liabilities | | | 338,562 | | | | 569,629 | |
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Long-term obligations | | | 4,025,145 | | | | 3,289,109 | |
Other long-term liabilities | | | 460,621 | | | | 365,974 | |
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Total liabilities | | | 4,824,328 | | | | 4,224,712 | |
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Minority interest in subsidiaries | | | 3,405 | | | | 3,591 | |
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STOCKHOLDERS’ EQUITY | | | | | | | | |
Class A Common Stock | | | 4,504 | | | | 4,378 | |
Additional paid-in capital | | | 7,734,641 | | | | 7,502,472 | |
Accumulated deficit | | | (2,697,824 | ) | | | (2,733,920 | ) |
Accumulated other comprehensive (loss) income | | | (2,853 | ) | | | 16,079 | |
Treasury stock | | | (1,662,763 | ) | | | (404,093 | ) |
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Total stockholders’ equity | | | 3,375,705 | | | | 4,384,916 | |
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Total | | $ | 8,203,438 | | | $ | 8,613,219 | |
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(1) | The amounts classified as restricted cash reflect funds held in reserve accounts by the two special-purpose subsidiaries of the Company formed in connection with the Company’s completed securitization transaction with respect to debt service payments, ground rents, real estate and personal property taxes, insurance premiums and management fees, and to reserve a portion of advance rents from tenants on the tower sites. |
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UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data)
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| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
REVENUES: | | | | | | | | | | | | | | | | |
Rental and management | | $ | 358,623 | | | $ | 326,403 | | | $ | 1,055,427 | | | $ | 962,831 | |
Network development services | | | 8,962 | | | | 7,064 | | | | 23,055 | | | | 16,908 | |
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Total operating revenues | | | 367,585 | | | | 333,467 | | | | 1,078,482 | | | | 979,739 | |
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OPERATING EXPENSES: | | | | | | | | | | | | | | | | |
Costs of operations (exclusive of items shown separately below) | | | | | | | | | | | | | | | | |
Rental and management | | | 83,936 | | | | 84,601 | | | | 253,607 | | | | 247,270 | |
Network development services | | | 4,841 | | | | 2,961 | | | | 12,495 | | | | 7,641 | |
Depreciation, amortization and accretion | | | 131,484 | | | | 131,357 | | | | 393,315 | | | | 397,429 | |
Selling, general, administrative and development expense (1) | | | 49,030 | | | | 42,384 | | | | 139,736 | | | | 115,307 | |
Impairments, net (gain) loss on sale of long-lived assets, restructuring and merger related expense | | | (197 | ) | | | 157 | | | | 1,432 | | | | 1,604 | |
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Total operating expenses | | | 269,094 | | | | 261,460 | | | | 800,585 | | | | 769,251 | |
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OPERATING INCOME | | | 98,491 | | | | 72,007 | | | | 277,897 | | | | 210,488 | |
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OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | |
Interest income, TV Azteca, net | | | 3,584 | | | | 3,584 | | | | 10,666 | | | | 10,666 | |
Interest income | | | 2,345 | | | | 2,292 | | | | 9,186 | | | | 5,021 | |
Interest expense | | | (59,919 | ) | | | (54,448 | ) | | | (171,577 | ) | | | (162,395 | ) |
Loss on retirement of long-term obligations | | | (108 | ) | | | (893 | ) | | | (33,168 | ) | | | (25,967 | ) |
Other income (expense) | | | 1,341 | | | | (5,416 | ) | | | 18,213 | | | | 974 | |
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Total other expense | | | (52,757 | ) | | | (54,881 | ) | | | (166,680 | ) | | | (171,701 | ) |
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INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, MINORITY INTEREST AND INCOME ON EQUITY METHOD INVESTMENTS | | | 45,734 | | | | 17,126 | | | | 111,217 | | | | 38,787 | |
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Income tax benefit (provision) | | | 14,483 | | | | (13,350 | ) | | | (17,714 | ) | | | (28,112 | ) |
Minority interest in net earnings of subsidiaries | | | (80 | ) | | | (60 | ) | | | (264 | ) | | | (597 | ) |
Income on equity method investments | | | 2 | | | | 6 | | | | 10 | | | | 16 | |
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INCOME FROM CONTINUING OPERATIONS | | | 60,139 | | | | 3,722 | | | | 93,249 | | | | 10,094 | |
LOSS FROM DISCONTINUED OPERATIONS, NET | | | (511 | ) | | | (250 | ) | | | (31,384 | ) | | | (895 | ) |
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NET INCOME | | $ | 59,628 | | | $ | 3,472 | | | $ | 61,865 | | | $ | 9,199 | |
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NET INCOME (LOSS) PER COMMON SHARE AMOUNTS: | | | | | | | | | | | | | | | | |
BASIC | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.15 | | | $ | 0.01 | | | $ | 0.22 | | | $ | 0.02 | |
Loss from discontinued operations | | | | | | | | | | | (0.07 | ) | | | | |
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Net income | | $ | 0.15 | | | $ | 0.01 | | | $ | 0.15 | | | $ | 0.02 | |
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DILUTED | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.14 | | | $ | 0.01 | | | $ | 0.22 | | | $ | 0.02 | |
Loss from discontinued operations | | | | | | | | | | | (0.07 | ) | | | | |
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Net income | | $ | 0.14 | | | $ | 0.01 | | | $ | 0.15 | | | $ | 0.02 | |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | | | | | | | | | | |
BASIC | | | 410,071 | | | | 425,942 | | | | 416,418 | | | | 423,612 | |
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DILUTED | | | 418,012 | | | | 435,138 | | | | 426,430 | | | | 435,035 | |
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(1) | Selling, general, administrative and development expense includes $15,266 and $10,683 of stock-based compensation expense for the three months ended September 30, 2007 and September 30, 2006, respectively, and $43,480 and $29,541 of stock-based compensation expense for the nine months ended September 30, 2007 and September 30, 2006, respectively. |
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
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| | Nine Months Ended September 30, | |
| | 2007 | | | 2006 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net income | | $ | 61,865 | | | $ | 9,199 | |
Stock-based compensation expense | | | 43,480 | | | | 29,541 | |
Other non-cash items reflected in statements of operations | | | 477,738 | | | | 461,420 | |
Increase in restricted cash (1) | | | (34,968 | ) | | | | |
Increase in net deferred rent asset | | | (32,107 | ) | | | (24,670 | ) |
Decrease (increase) in other assets (2) | | | 41,191 | | | | (19,403 | ) |
Increase in liabilities | | | 6,602 | | | | 19,082 | |
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Cash provided by operating activities | | | 563,801 | | | | 475,169 | |
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CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Payments for purchase of property and equipment and construction activities | | | (106,966 | ) | | | (90,662 | ) |
Payments for acquisitions | | | (20,694 | ) | | | (10,103 | ) |
Payments for acquisitions of minority interests | | | | | | | (22,944 | ) |
Proceeds from sale of available-for-sale securities and other assets | | | 20,068 | | | | 26,688 | |
Deposits, restricted cash, short-term investments and other assets | | | (9,774 | ) | | | (246 | ) |
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Cash used for investing activities | | | (117,366 | ) | | | (97,267 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from issuance of Certificates in securitization transaction | | | 1,750,000 | | | | | |
Proceeds from term loan credit facility | | | 500,000 | | | | 232,000 | |
Borrowings under revolving credit facilities | | | 1,400,000 | | | | 10,000 | |
Repayments of notes payable, credit facilities and capital leases | | | (3,111,766 | ) | | | (272,427 | ) |
Purchases of Class A common stock | | | (1,252,702 | ) | | | (289,459 | ) |
Proceeds from stock options, warrants and stock purchase plan | | | 110,415 | | | | 38,780 | |
Deferred financing costs | | | (40,911 | ) | | | (2,295 | ) |
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Cash used for financing activities | | | (644,964 | ) | | | (283,401 | ) |
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | (198,529 | ) | | | 94,501 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | | | 281,264 | | | | 112,701 | |
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CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 82,735 | | | $ | 207,202 | |
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CASH PAID FOR INCOME TAXES | | $ | 20,042 | | | $ | 19,588 | |
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CASH PAID FOR INTEREST | | $ | 170,996 | | | $ | 137,362 | |
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(1) | Reflects the net increase in cash held in reserve accounts related to the Company’s securitization transaction as these accounts are classified as restricted cash. |
(2) | Includes the receipt of approximately $80 million in proceeds by the Company from its previously announced federal income tax refund related to the carry back of certain federal net operating losses. |