x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 76-0470458 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261 (Address of principal executives office) (Zip Code) | |
(713) 570-3000 (Registrant's telephone number, including area code) |
Large accelerated filer | x | Accelerated filer | o | |||
Non-accelerated filer | o | Smaller reporting company | o |
Page | |||
ITEM 1. | |||
ITEM 2. | |||
ITEM 3. | |||
ITEM 4. | |||
ITEM 1. | LEGAL PROCEEDINGS | ||
ITEM 1A. | |||
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES | ||
ITEM 6. | |||
EXHIBIT INDEX |
ITEM 1. | FINANCIAL STATEMENTS |
March 31, 2014 | December 31, 2013 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 200,537 | $ | 223,394 | |||
Restricted cash | 163,953 | 183,526 | |||||
Receivables, net | 245,556 | 249,925 | |||||
Prepaid expenses | 132,026 | 132,003 | |||||
Deferred income tax assets | 26,972 | 26,714 | |||||
Other current assets | 83,224 | 77,121 | |||||
Total current assets | 852,268 | 892,683 | |||||
Deferred site rental receivables | 1,129,678 | 1,078,995 | |||||
Property and equipment, net of accumulated depreciation of $4,934,129 and $4,732,956, respectively | 8,927,218 | 8,947,677 | |||||
Goodwill | 4,934,148 | 4,916,426 | |||||
Other intangible assets, net | 3,997,518 | 4,057,865 | |||||
Deferred income tax assets | 14,746 | 19,008 | |||||
Long-term prepaid rent, deferred financing costs and other assets, net | 714,090 | 682,254 | |||||
Total assets | $ | 20,569,666 | $ | 20,594,908 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 127,053 | $ | 145,390 | |||
Accrued interest | 64,561 | 65,582 | |||||
Deferred revenues | 255,323 | 260,114 | |||||
Other accrued liabilities | 155,868 | 181,715 | |||||
Current maturities of debt and other obligations | 105,467 | 103,586 | |||||
Total current liabilities | 708,272 | 756,387 | |||||
Debt and other long-term obligations | 11,467,859 | 11,490,914 | |||||
Deferred income tax liabilities | 52,134 | 56,513 | |||||
Deferred credits and other liabilities | 1,406,734 | 1,349,919 | |||||
Total liabilities | 13,634,999 | 13,653,733 | |||||
Commitments and contingencies (note 8) | |||||||
CCIC stockholders' equity: | |||||||
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and outstanding: March 31, 2014—333,795,981 and December 31, 2013—334,070,016 | 3,338 | 3,341 | |||||
4.50% Mandatory Convertible Preferred Stock, Series A, $.01 par value; 20,000,000 shares authorized; shares issued and outstanding: March 31, 2014 and December 31, 2013—9,775,000; aggregate liquidation value: March 31, 2014 and December 31, 2013—$977,500 | 98 | 98 | |||||
Additional paid-in capital | 9,473,311 | 9,482,769 | |||||
Accumulated other comprehensive income (loss) | 4,059 | (23,612 | ) | ||||
Dividends/distributions in excess of earnings | (2,562,541 | ) | (2,535,879 | ) | |||
Total CCIC stockholders' equity | 6,918,265 | 6,926,717 | |||||
Noncontrolling interest | 16,402 | 14,458 | |||||
Total equity | 6,934,667 | 6,941,175 | |||||
Total liabilities and equity | $ | 20,569,666 | $ | 20,594,908 |
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Net revenues: | |||||||
Site rental | $ | 747,162 | $ | 615,415 | |||
Network services and other | 128,788 | 124,645 | |||||
Net revenues | 875,950 | 740,060 | |||||
Operating expenses: | |||||||
Costs of operations(a): | |||||||
Site rental | 228,076 | 177,606 | |||||
Network services and other | 72,874 | 77,377 | |||||
General and administrative | 64,849 | 58,246 | |||||
Asset write-down charges | 2,733 | 3,715 | |||||
Acquisition and integration costs | 5,659 | 1,602 | |||||
Depreciation, amortization and accretion | 250,191 | 186,459 | |||||
Total operating expenses | 624,382 | 505,005 | |||||
Operating income (loss) | 251,568 | 235,055 | |||||
Interest expense and amortization of deferred financing costs | (146,400 | ) | (164,369 | ) | |||
Gains (losses) on retirement of long-term obligations | — | (35,909 | ) | ||||
Interest income | 173 | 297 | |||||
Other income (expense) | (2,736 | ) | (629 | ) | |||
Income (loss) before income taxes | 102,605 | 34,445 | |||||
Benefit (provision) for income taxes | 188 | (17,708 | ) | ||||
Net income (loss) | 102,793 | 16,737 | |||||
Less: net income (loss) attributable to the noncontrolling interest | 1,296 | 1,275 | |||||
Net income (loss) attributable to CCIC stockholders | 101,497 | 15,462 | |||||
Dividends on preferred stock | (10,997 | ) | — | ||||
Net income (loss) attributable to CCIC common stockholders | $ | 90,500 | $ | 15,462 | |||
Net income (loss) | $ | 102,793 | $ | 16,737 | |||
Other comprehensive income (loss): | |||||||
Interest rate swaps, net of taxes of $0 and $5,692, respectively: | |||||||
Amounts reclassified into "interest expense and amortization deferred financing costs", net of taxes (see note 4) | 16,182 | 10,570 | |||||
Foreign currency translation adjustments | 12,137 | (390 | ) | ||||
Total other comprehensive income (loss) | 28,319 | 10,180 | |||||
Comprehensive income (loss) | 131,112 | 26,917 | |||||
Less: Comprehensive income (loss) attributable to the noncontrolling interest | 1,944 | 1,700 | |||||
Comprehensive income (loss) attributable to CCIC stockholders | $ | 129,168 | $ | 25,217 | |||
Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||
Basic | $ | 0.27 | $ | 0.05 | |||
Diluted | $ | 0.27 | $ | 0.05 | |||
Weighted-average common shares outstanding (in thousands): | |||||||
Basic | 332,034 | 291,102 | |||||
Diluted | 333,045 | 292,570 | |||||
Dividends/distributions declared per common share | $ | 0.35 | $ | — |
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 102,793 | $ | 16,737 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||
Depreciation, amortization and accretion | 250,191 | 186,459 | |||||
Gains (losses) on retirement of long-term obligations | — | 35,909 | |||||
Amortization of deferred financing costs and other non-cash interest | 20,881 | 36,920 | |||||
Stock-based compensation expense | 11,956 | 10,029 | |||||
Asset write-down charges | 2,733 | 3,715 | |||||
Deferred income tax benefit (provision) | (2,332 | ) | 14,740 | ||||
Other adjustments | (774 | ) | 765 | ||||
Changes in assets and liabilities, excluding the effects of acquisitions: | |||||||
Increase (decrease) in accrued interest | (1,021 | ) | 27,578 | ||||
Increase (decrease) in accounts payable | (10,601 | ) | (6,545 | ) | |||
Increase (decrease) in deferred revenues, deferred ground lease payables, other accrued liabilities and other liabilities | 34,900 | 10,506 | |||||
Decrease (increase) in receivables | 4,896 | (19,808 | ) | ||||
Decrease (increase) in prepaid expenses, deferred site rental receivables, long-term prepaid rent, restricted cash and other assets | (51,339 | ) | (30,379 | ) | |||
Net cash provided by (used for) operating activities | 362,283 | 286,626 | |||||
Cash flows from investing activities: | |||||||
Payments for acquisitions of businesses, net of cash acquired | (62,228 | ) | (12,810 | ) | |||
Capital expenditures | (142,943 | ) | (116,353 | ) | |||
Other investing activities, net | 952 | 147 | |||||
Net cash provided by (used for) investing activities | (204,219 | ) | (129,016 | ) | |||
Cash flows from financing activities: | |||||||
Principal payments on debt and other long-term obligations | (27,739 | ) | (25,333 | ) | |||
Purchases and redemptions of long-term debt | — | (644,422 | ) | ||||
Purchases of capital stock | (21,417 | ) | (23,579 | ) | |||
Borrowings under revolving credit facility | 83,000 | — | |||||
Payments under revolving credit facility | (89,000 | ) | (165,000 | ) | |||
Payments for financing costs | (5,854 | ) | (3,927 | ) | |||
Net (increase) decrease in restricted cash | 14,743 | 425,774 | |||||
Dividends/distributions paid on common stock | (116,829 | ) | — | ||||
Dividends paid on preferred stock | (11,363 | ) | — | ||||
Net cash provided by (used for) financing activities | (174,459 | ) | (436,487 | ) | |||
Effect of exchange rate changes on cash | (6,462 | ) | (1,622 | ) | |||
Net increase (decrease) in cash and cash equivalents | (22,857 | ) | (280,499 | ) | |||
Cash and cash equivalents at beginning of period | 223,394 | 441,364 | |||||
Cash and cash equivalents at end of period | $ | 200,537 | $ | 160,865 |
CCIC Stockholders | |||||||||||||||||||||||||||||||||||||
Common Stock | 4.50% Mandatory Convertible Preferred Stock | AOCI | |||||||||||||||||||||||||||||||||||
Shares | ($.01 Par) | Shares | ($.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Derivative Instruments, net of tax | Dividends/Distributions in Excess of Earnings | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||
Balance, January 1, 2014 | 334,070,016 | $ | 3,341 | 9,775,000 | $ | 98 | $ | 9,482,769 | $ | 58,261 | $ | (81,873 | ) | $ | (2,535,879 | ) | $ | 14,458 | $ | 6,941,175 | |||||||||||||||||
Stock-based compensation related activity, net of forfeitures | 14,031 | — | — | — | 11,956 | — | — | — | — | 11,956 | |||||||||||||||||||||||||||
Purchases and retirement of capital stock | (288,066 | ) | (3 | ) | — | — | (21,414 | ) | — | — | — | — | (21,417 | ) | |||||||||||||||||||||||
Other comprehensive income (loss)(a) | — | — | — | — | — | 11,489 | 16,182 | — | 648 | 28,319 | |||||||||||||||||||||||||||
Common stock dividends/distributions | — | — | — | — | — | — | — | (117,162 | ) | — | (117,162 | ) | |||||||||||||||||||||||||
Preferred stock dividends | — | — | — | — | — | — | — | (10,997 | ) | — | (10,997 | ) | |||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | — | 101,497 | 1,296 | 102,793 | |||||||||||||||||||||||||||
Balance, March 31, 2014 | 333,795,981 | $ | 3,338 | 9,775,000 | $ | 98 | $ | 9,473,311 | $ | 69,750 | $ | (65,691 | ) | $ | (2,562,541 | ) | $ | 16,402 | $ | 6,934,667 |
(a) | See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)" and note 4 with respect to the reclassification adjustment. |
CCIC Stockholders | ||||||||||||||||||||||||||||||||||||
Common Stock | 4.50% Mandatory Convertible Preferred Stock | AOCI | ||||||||||||||||||||||||||||||||||
Shares | ($.01 Par) | Shares | ($.01 Par) | Additional Paid-In Capital | Foreign Currency Translation Adjustments | Derivative Instruments, net of tax | Dividends/Distributions in Excess of Earnings | Noncontrolling Interest | Total | |||||||||||||||||||||||||||
Balance, January 1, 2013 | 293,164,786 | $ | 2,932 | — | — | $ | 5,623,595 | $ | 102,125 | $ | (163,916 | ) | $ | (2,625,990 | ) | $ | 12,518 | $ | 2,951,264 | |||||||||||||||||
Stock-based compensation related activity, net of forfeitures | 947,979 | 9 | — | — | 10,020 | — | — | — | — | 10,029 | ||||||||||||||||||||||||||
Purchases and retirement of capital stock | (341,559 | ) | (3 | ) | — | — | (23,576 | ) | — | — | — | — | (23,579 | ) | ||||||||||||||||||||||
Other comprehensive income (loss)(a) | — | — | — | — | — | (815 | ) | 10,570 | — | 425 | 10,180 | |||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | — | 15,462 | 1,275 | 16,737 | ||||||||||||||||||||||||||
Balance, March 31, 2013 | 293,771,206 | $ | 2,938 | — | — | $ | 5,610,039 | $ | 101,310 | $ | (153,346 | ) | $ | (2,610,528 | ) | $ | 14,218 | $ | 2,964,631 |
(a) | See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)" and note 4 with respect to the reclassification adjustment. |
1. | General |
2. | Summary of Significant Accounting Policies |
3. | Acquisitions |
Three Months Ended March 31, 2013 | ||||
Net revenues | $ | 844,044 | (a) | |
Net income (loss) | $ | 9,214 | (b)(c) | |
Basic net income (loss) attributable to CCIC common stockholders | $ | (0.01 | ) | (d) |
Diluted net income (loss) attributable to CCIC common stockholders | $ | (0.01 | ) | (d) |
(a) | Amounts are inclusive of pro forma adjustments to increase net revenues of $55.1 million that the Company expects to recognize from AT&T under AT&T's contracted lease of space on the towers acquired in the AT&T Acquisition. |
(b) | Amounts are inclusive of pro forma adjustments to increase depreciation and amortization of $55.2 million related to property and equipment and intangibles recorded as a result of the AT&T Acquisition. |
(c) | The pro forma adjustments reflect the federal statutory rate and an estimated state rate. No adjustment was made with respect to the Company's REIT election. See note 5. |
(d) | Pro forma amounts include the impact of the interest expense associated with the related debt financing as well as the impact of the common stock and preferred stock offerings completed in October 2013. |
4. | Debt and Other Obligations |
Original Issue Date | Contractual Maturity Date (d) | Outstanding Balance as of March 31, 2014 | Outstanding Balance as of December 31, 2013 | Stated Interest Rate as of March 31, 2014(a)(d) | |||||||||||
Bank debt - variable rate: | |||||||||||||||
2012 Revolver | Jan. 2012 | Nov. 2018/Jan. 2019 | $ | 368,000 | (b) | $ | 374,000 | 2.2 | % | ||||||
Tranche A Term Loans | Jan. 2012 | Nov. 2018/Jan. 2019 | 658,359 | 662,500 | 2.2 | % | |||||||||
Tranche B Term Loans | Jan. 2012 | Jan. 2019/Jan. 2021 | (e) | 2,856,990 | (e) | 2,864,150 | 3.3 | % | |||||||
Total bank debt | 3,883,349 | 3,900,650 | |||||||||||||
Securitized debt - fixed rate: | |||||||||||||||
January 2010 Tower Revenue Notes | Jan. 2010 | 2035 - 2040 | (c) | 1,900,000 | 1,900,000 | 5.8 | % | ||||||||
August 2010 Tower Revenue Notes | Aug. 2010 | 2035 - 2040 | (c) | 1,550,000 | 1,550,000 | 4.5 | % | ||||||||
2009 Securitized Notes | July 2009 | 2019/2029 | 175,071 | 179,792 | 7.4 | % | |||||||||
WCP Securitized Notes | Jan. 2010 | Nov. 2040 | (c) | 279,730 | 286,171 | 5.6 | % | ||||||||
Total securitized debt | 3,904,801 | 3,915,963 | |||||||||||||
Bonds - fixed rate: | |||||||||||||||
7.125% Senior Notes | Oct. 2009 | Nov. 2019 | 498,390 | 498,332 | 7.1 | % | |||||||||
5.25% Senior Notes | Oct. 2012 | Jan. 2023 | 1,649,970 | 1,649,970 | 5.3 | % | |||||||||
2012 Senior Notes | Dec. 2012 | Dec. 2017/Apr. 2023 | 1,500,000 | 1,500,000 | 3.4 | % | |||||||||
Total bonds | 3,648,360 | 3,648,302 | |||||||||||||
Other: | |||||||||||||||
Capital leases and other obligations | Various | Various | 136,816 | 129,585 | Various | ||||||||||
Total debt and other obligations | 11,573,326 | 11,594,500 | |||||||||||||
Less: current maturities and short-term debt and other current obligations | 105,467 | 103,586 | |||||||||||||
Non-current portion of long-term debt and other long-term obligations | $ | 11,467,859 | $ | 11,490,914 |
(a) | Represents the weighted-average stated interest rate. |
(b) | As of March 31, 2014, the undrawn availability under the $1.5 billion 2012 Revolver is $1.1 billion. |
(c) | If the respective series of such debt is not paid in full on or prior to an applicable date then 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. See the 2013 Form 10-K for additional information regarding these provisions. |
(d) | See the 2013 Form 10-K, including note 7, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness. |
(e) | During January 2014, the Company amended the 2012 Credit Facility by extending the maturity date on a portion of the Tranche B Term Loans, including Incremental Tranche B Term Loans, to January 2021. As of March 31, 2014, the Company's Tranche B Term Loans, including the Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans, consist of $2.3 billion aggregate principal amount due January 2021 and $569.8 million aggregate principal amount due January 2019. |
Nine Months Ended December 31, | Years Ending December 31, | Unamortized Adjustments, Net | Total Debt and Other Obligations Outstanding | ||||||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total Cash Obligations | |||||||||||||||||||||||||||||
Scheduled contractual maturities | $ | 76,614 | $ | 100,664 | $ | 115,313 | $ | 613,459 | $ | 992,133 | $ | 9,670,144 | $ | 11,568,327 | $ | 4,999 | $ | 11,573,326 |
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Interest expense on debt obligations | $ | 125,519 | $ | 127,449 | |||
Amortization of deferred financing costs | 5,641 | 9,047 | |||||
Amortization of adjustments on long-term debt | (955 | ) | 11,436 | ||||
Amortization of interest rate swaps(a) | 16,182 | 16,262 | |||||
Other, net of capitalized interest | 13 | 175 | |||||
Total | $ | 146,400 | $ | 164,369 |
(a) | Amounts reclassified from accumulated other comprehensive income (loss). |
5. | Income Taxes |
6. | Fair Value Disclosures |
Level in Fair Value Hierarchy | March 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | 1 | $ | 200,537 | $ | 200,537 | $ | 223,394 | $ | 223,394 | ||||||||
Restricted cash, current and non-current | 1 | 168,953 | 168,953 | 188,526 | 188,526 | ||||||||||||
Liabilities: | |||||||||||||||||
Long-term debt and other obligations | 2 | 11,573,326 | 11,962,914 | 11,594,500 | 11,892,587 |
7. | Per Share Information |
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Net income (loss) attributable to CCIC stockholders | $ | 101,497 | $ | 15,462 | |||
Dividends on preferred stock | (10,997 | ) | — | ||||
Net income (loss) attributable to CCIC common stockholders | $ | 90,500 | $ | 15,462 | |||
Weighted-average number of common shares outstanding (in thousands): | |||||||
Basic weighted-average number of common stock outstanding | 332,034 | 291,102 | |||||
Effect of assumed dilution from potential common shares relating to restricted stock units and restricted stock awards | 1,011 | 1,468 | |||||
Diluted weighted-average number of common shares outstanding | 333,045 | 292,570 | |||||
Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||
Basic | $ | 0.27 | $ | 0.05 | |||
Diluted | $ | 0.27 | $ | 0.05 |
8. | Commitments and Contingencies |
9. | Equity |
Equity Type | Declaration Date | Payment Date | Record Date | Dividends Per Share | Aggregate Payment Amount (In millions) | ||||||||||
Common Stock | February 20, 2014 | March 31, 2014 | March 20, 2014 | $ | 0.35 | $ | 117.2 | (a) | |||||||
4.50% Mandatory Convertible Preferred Stock | December 31, 2013 | February 3, 2014 | January 14, 2014 | $ | 1.1625 | $ | 11.4 | ||||||||
4.50% Mandatory Convertible Preferred Stock | March 25, 2014 | May 1, 2014 | April 15, 2014 | $ | 1.1250 | $ | 11.0 | (b) |
(a) | Inclusive of dividends accrued for holders of unvested restricted stock units. |
(b) | Represents amount paid on May 1, 2014, based on holders of record on April 15, 2014. |
10. | Operating Segments |
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||||||||||||||||
CCUSA | CCAL | Eliminations | Consolidated Total | CCUSA | CCAL | Eliminations | Consolidated Total | ||||||||||||||||||||||||
Net revenues: | |||||||||||||||||||||||||||||||
Site rental | $ | 714,792 | $ | 32,370 | $ | — | $ | 747,162 | $ | 581,265 | $ | 34,150 | $ | — | $ | 615,415 | |||||||||||||||
Network services and other | 126,971 | 1,817 | — | 128,788 | 117,862 | 6,783 | — | 124,645 | |||||||||||||||||||||||
Net revenues | 841,763 | 34,187 | — | 875,950 | 699,127 | 40,933 | — | 740,060 | |||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||
Costs of operations:(a) | |||||||||||||||||||||||||||||||
Site rental | 218,644 | 9,432 | — | 228,076 | 167,591 | 10,015 | — | 177,606 | |||||||||||||||||||||||
Network services and other | 71,799 | 1,075 | — | 72,874 | 71,848 | 5,529 | — | 77,377 | |||||||||||||||||||||||
General and administrative | 58,641 | 6,208 | — | 64,849 | 52,562 | 5,684 | — | 58,246 | |||||||||||||||||||||||
Asset write-down charges | 2,636 | 97 | — | 2,733 | 3,603 | 112 | — | 3,715 | |||||||||||||||||||||||
Acquisition and integration costs | 5,659 | — | — | 5,659 | 1,602 | — | — | 1,602 | |||||||||||||||||||||||
Depreciation, amortization and accretion | 245,176 | 5,015 | — | 250,191 | 179,126 | 7,333 | — | 186,459 | |||||||||||||||||||||||
Total operating expenses | 602,555 | 21,827 | — | 624,382 | 476,332 | 28,673 | — | 505,005 | |||||||||||||||||||||||
Operating income (loss) | 239,208 | 12,360 | — | 251,568 | 222,795 | 12,260 | — | 235,055 | |||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | (146,400 | ) | (3,683 | ) | 3,683 | (146,400 | ) | (164,369 | ) | (4,445 | ) | 4,445 | (164,369 | ) | |||||||||||||||||
Gains (losses) on retirement of long-term obligations | — | — | — | — | (35,909 | ) | — | — | (35,909 | ) | |||||||||||||||||||||
Interest income | 114 | 59 | — | 173 | 203 | 94 | — | 297 | |||||||||||||||||||||||
Other income (expense) | 947 | — | (3,683 | ) | (2,736 | ) | 3,819 | (3 | ) | (4,445 | ) | (629 | ) | ||||||||||||||||||
Benefit (provision) for income taxes | 3,040 | (2,852 | ) | — | 188 | (15,613 | ) | (2,095 | ) | — | (17,708 | ) | |||||||||||||||||||
Net income (loss) | 96,909 | 5,884 | — | 102,793 | 10,926 | 5,811 | — | 16,737 | |||||||||||||||||||||||
Less: net income (loss) attributable to the noncontrolling interest | — | 1,296 | — | 1,296 | — | 1,275 | — | 1,275 | |||||||||||||||||||||||
Net income (loss) attributable to CCIC stockholders | $ | 96,909 | $ | 4,588 | $ | — | $ | 101,497 | $ | 10,926 | $ | 4,536 | $ | — | $ | 15,462 | |||||||||||||||
Capital expenditures | $ | 138,838 | $ | 4,105 | $ | — | $ | 142,943 | $ | 113,199 | $ | 3,154 | $ | — | $ | 116,353 |
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
Three Months Ended March 31, 2014 | Three Months Ended March 31, 2013 | ||||||||||||||||||||||||||||||
CCUSA | CCAL | Eliminations | Consolidated Total | CCUSA | CCAL | Eliminations | Consolidated Total | ||||||||||||||||||||||||
Net income (loss) | $ | 96,909 | $ | 5,884 | $ | — | $ | 102,793 | $ | 10,926 | $ | 5,811 | $ | — | $ | 16,737 | |||||||||||||||
Adjustments to increase (decrease) net income (loss): | |||||||||||||||||||||||||||||||
Asset write-down charges | 2,636 | 97 | — | 2,733 | 3,603 | 112 | — | 3,715 | |||||||||||||||||||||||
Acquisition and integration costs | 5,659 | — | — | 5,659 | 1,602 | — | — | 1,602 | |||||||||||||||||||||||
Depreciation, amortization and accretion | 245,176 | 5,015 | — | 250,191 | 179,126 | 7,333 | — | 186,459 | |||||||||||||||||||||||
Amortization of prepaid lease purchase price adjustments | 3,895 | — | — | 3,895 | 3,863 | — | — | 3,863 | |||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 146,400 | 3,683 | (3,683 | ) | 146,400 | 164,369 | 4,445 | (4,445 | ) | 164,369 | |||||||||||||||||||||
Gains (losses) on retirement of long-term obligations | — | — | — | — | 35,909 | — | — | 35,909 | |||||||||||||||||||||||
Interest income | (114 | ) | (59 | ) | — | (173 | ) | (203 | ) | (94 | ) | — | (297 | ) | |||||||||||||||||
Other income (expense) | (947 | ) | — | 3,683 | 2,736 | (3,819 | ) | 3 | 4,445 | 629 | |||||||||||||||||||||
Benefit (provision) for income taxes | (3,040 | ) | 2,852 | — | (188 | ) | 15,613 | 2,095 | — | 17,708 | |||||||||||||||||||||
Stock-based compensation expense | 11,956 | 981 | — | 12,937 | 10,029 | 68 | — | 10,097 | |||||||||||||||||||||||
Adjusted EBITDA(a) | $ | 508,530 | $ | 18,453 | $ | — | $ | 526,983 | $ | 421,018 | $ | 19,773 | $ | — | $ | 440,791 |
(a) | The above reconciliation excludes line items included in our Adjusted EBITDA definition for which there is no activity for the periods shown. |
11. | Concentration of Credit Risk |
Three Months Ended March 31, | |||||
2014 | 2013 | ||||
AT&T | 27 | % | 21 | % | |
Sprint | 26 | % | 28 | % | |
T-Mobile | 21 | % | 23 | % | |
Verizon Wireless | 15 | % | 15 | % | |
Total | 89 | % | 87 | % |
12. | Supplemental Cash Flow Information |
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Supplemental disclosure of cash flow information: | |||||||
Interest paid | $ | 126,540 | $ | 99,871 | |||
Income taxes paid | 7,400 | 2,645 | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Increase (decrease) in liabilities for purchases of property and equipment | 430 | (5,134 | ) |
13. | Subsequent Events |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes (see "Item 2. MD&A—REIT Election"). |
• | Potential growth resulting from wireless network expansion and new entrants |
◦ | We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas or other equipment on our wireless infrastructure. |
◦ | We expect existing and potential new wireless carrier demand for our wireless infrastructure will result from (1) next generation technologies, (2) continued development of mobile internet applications, (3) adoption of other emerging and embedded wireless devices, (4) increasing smartphone penetration, (5) wireless carrier focus on expanding quality and capacity, or (6) the availability of additional spectrum. |
◦ | Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure. |
◦ | U.S. wireless carriers continue to invest in their networks. |
◦ | Our site rental revenues grew $131.7 million, or 21%, from the three months ended March 31, 2013 to the three months ended March 31, 2014. This growth was predominately comprised of the following: |
▪ | An approximate 15% increase due to the AT&T Acquisition (based on initial run rates), which was completed in December 2013. |
▪ | An approximate 5% increase from new tenant additions and amendments to existing customer contracts. |
▪ | An approximate 3% increase from cash escalations, partially offset by a decrease of approximately 1% in site rental revenues caused by the non-renewal of customer contracts. |
• | Site rental revenues under long-term customer contracts with contractual escalations |
◦ | Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each. |
◦ | Weighted-average remaining term of approximately seven years, exclusive of renewals at the customer's option, representing approximately $22 billion of expected future cash inflows. |
• | Revenues predominately from large wireless carriers |
◦ | Sprint, T-Mobile, AT&T and Verizon Wireless collectively accounted for 89% and 87% of consolidated revenues and site rental revenues, respectively, after giving effect to AT&T's acquisition of Leap Wireless (completed in March 2014). |
• | Majority of land interests under our towers under long-term control |
◦ | Approximately nine-tenths and three-fourths of our site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent more than one-third of our site rental gross margin. |
• | Relatively fixed wireless infrastructure operating costs |
◦ | Our wireless infrastructure operating costs tend to increase at approximately the rate of inflation and are not typically influenced by new tenant additions. |
• | Minimal sustaining capital expenditure requirements |
◦ | Sustaining capital expenditures represented less than 2% of net revenues. |
• | Debt portfolio with long-dated maturities extended over multiple years, with the majority of such debt having a fixed rate (see "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) |
◦ | 67% of our debt has fixed rate coupons, after giving effect to the 2014 Refinancings. |
◦ | Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants. |
• | Significant cash flows from operations |
◦ | Net cash provided by operating activities was $362.3 million. |
◦ | We believe our core business of providing access to our wireless infrastructure can be characterized as a stable cash flow stream, which we expect to grow as a result of contractual escalators and future anticipated demand for our wireless infrastructure. |
• | Capital allocated to drive long-term stockholder value (see also "Item 2. MD&A—Liquidity and Capital Resources") |
◦ | During February 2014, we declared a quarterly cash dividend of $0.35 per common share totaling approximately $117 million, which was paid in March 2014. Our quarterly common stock dividends are expected to result in an annual aggregate payment of approximately $470 million for 2014. |
◦ | Historical discretionary investments include (in no particular order): purchasing our common stock, acquiring or constructing wireless infrastructure, acquiring land interests under our towers, improving or structurally enhancing our existing wireless infrastructure, or purchasing, repaying or redeeming our debt. |
◦ | Discretionary investments included: |
▪ | The purchase of 0.3 million shares of our common stock for $21.4 million. |
▪ | Discretionary capital expenditures of $131.5 million, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure and land purchases. |
▪ | During January 2014, we amended the 2012 Credit Facility by extending the maturity date on a portion of the Tranche B Term Loans, including Incremental Tranche B Term Loans, to January 2021. As of March 31, 2014, our Tranche B Term Loans, including the Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans, consist of $2.3 billion aggregate principal amount due January 2021 and $569.8 million aggregate principal amount due January 2019. |
▪ | During April 2014, we issued the 4.875% Senior Notes, which consist of $850.0 million due in April 2022. The 4.875% Senior Notes will have a stated interest rate of 4.875% per annum. |
▪ | We utilized a portion of the net proceeds from the 4.875% Senior Notes offering to (1) repay $300.0 million of the January 2010 Tower Revenue Notes and (2) redeem all of the previously outstanding 7.125% Senior Notes. |
• | We expect that our full year 2014 site rental revenue growth will also be impacted by similar items that impacted first quarter 2014 site rental revenue growth, namely a substantial expected contribution from the AT&T Acquisition. See note 3 to our condensed consolidated financial statements for further discussion of our AT&T Acquisition. |
• | We expect the site rental revenue contribution from new tenant installations to increase in 2014 from 2013, as a result of our customers' focus on improving network quality and capacity. |
• | We expect that the negative impact from customer contracts that come to the end of their respective terms and are not renewed will be approximately 2% of site rental revenues for 2014, of which approximately half is expected to come from typical non-renewal activity and approximately half is expected to come from Sprint's decommissioning of its legacy Nextel iDEN network. Based on Sprint's stated intention to decommission its iDEN network and our contractual terms with Sprint, we expect that approximately 3% of our run-rate site rental revenues will be impacted by the iDEN network decommissioning. The iDEN leases have effective term-end dates generally spread evenly throughout 2014 and 2015. |
• | We expect sustaining capital expenditures of approximately 2% of net revenues for full year 2014. |
Three Months Ended March 31, | Percent Change(b) | |||||||||
2014 | 2013 | |||||||||
(Dollars in thousands) | ||||||||||
Net revenues: | ||||||||||
Site rental | $ | 747,162 | $ | 615,415 | 21 | % | ||||
Network services and other | 128,788 | 124,645 | 3 | % | ||||||
Net revenues | 875,950 | 740,060 | 18 | % | ||||||
Operating expenses: | ||||||||||
Costs of operations(a): | ||||||||||
Site rental | 228,076 | 177,606 | 28 | % | ||||||
Network services and other | 72,874 | 77,377 | (6 | )% | ||||||
Total costs of operations | 300,950 | 254,983 | 18 | % | ||||||
General and administrative | 64,849 | 58,246 | 11 | % | ||||||
Asset write-down charges | 2,733 | 3,715 | * | |||||||
Acquisition and integration costs | 5,659 | 1,602 | * | |||||||
Depreciation, amortization and accretion | 250,191 | 186,459 | 34 | % | ||||||
Total operating expenses | 624,382 | 505,005 | 24 | % | ||||||
Operating income (loss) | 251,568 | 235,055 | 7 | % | ||||||
Interest expense and amortization of deferred financing costs | (146,400 | ) | (164,369 | ) | (11 | )% | ||||
Gains (losses) on retirement of long-term obligations | — | (35,909 | ) | |||||||
Interest income | 173 | 297 | ||||||||
Other income (expense) | (2,736 | ) | (629 | ) | ||||||
Income (loss) before income taxes | 102,605 | 34,445 | ||||||||
Benefit (provision) for income taxes | 188 | (17,708 | ) | |||||||
Net income (loss) | 102,793 | 16,737 | ||||||||
Less: net income (loss) attributable to the noncontrolling interest | 1,296 | 1,275 | ||||||||
Net income (loss) attributable to CCIC stockholders | 101,497 | 15,462 | ||||||||
Dividends on preferred stock | (10,997 | ) | — | |||||||
Net income (loss) attributable to CCIC common stockholders | $ | 90,500 | $ | 15,462 |
* | Percentage is not meaningful |
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
(b) | Inclusive of the impact of foreign exchange rate fluctuations. See "Item 2. MD&A—Comparison of Operating Segments—CCAL." |
March 31, 2014 | |||
As Adjusted | |||
(In thousands of dollars) | |||
Cash and cash equivalents(a) | $ | 201,009 | |
Undrawn revolving credit facility availability(b) | 1,132,000 | ||
Total debt and other long-term obligations | 11,620,686 | ||
Total equity | 6,890,034 |
(a) | Exclusive of restricted cash. |
(b) | Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our credit agreement. See our 2013 Form 10-K. |
• | We expect that our cash on hand, undrawn revolving credit facility availability and net cash provided by operating activities (net of cash interest payments) should be sufficient to cover our expected (1) debt service obligations of $105.5 million (principal payments), (2) capital expenditures in excess of $500 million (sustaining and discretionary), (3) Mandatory Convertible Preferred Stock dividend payments of approximately $45 million, and (4) common stock dividend payments (currently approximately $117 million per quarter). As CCIC and CCOC are holding companies, this cash flow from operations is generated by our operating subsidiaries. |
• | We have no debt maturities other than principal payments on amortizing debt. We do not anticipate that we will be required to access the capital markets to refinance our existing debt until at least 2015. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a tabular presentation of our debt maturities as of March 31, 2014. |
Three Months Ended March 31, | |||||||||||
2014 | 2013 | Change | |||||||||
(In thousands of dollars) | |||||||||||
Net cash provided by (used for): | |||||||||||
Operating activities | $ | 362,283 | $ | 286,626 | $ | 75,657 | |||||
Investing activities | (204,219 | ) | (129,016 | ) | (75,203 | ) | |||||
Financing activities | (174,459 | ) | (436,487 | ) | 262,028 | ||||||
Effect of exchange rate changes on cash | (6,462 | ) | (1,622 | ) | (4,840 | ) | |||||
Net increase (decrease) in cash and cash equivalents | $ | (22,857 | ) | $ | (280,499 | ) | $ | 257,642 |
Three Months Ended March 31, | |||||||||||
2014 | 2013 | Change | |||||||||
(In thousands of dollars) | |||||||||||
Discretionary: | |||||||||||
Purchases of land interests | $ | 20,396 | $ | 15,987 | $ | 4,409 | |||||
Wireless infrastructure construction and improvements | 111,116 | 93,500 | 17,616 | ||||||||
Sustaining | 11,431 | 6,866 | 4,565 | ||||||||
Total | $ | 142,943 | $ | 116,353 | $ | 26,590 |
• | We endeavor to further extend or purchase (including fee interest and perpetual easements) the land interests under towers. Changes in the mix between purchases and extensions of ground leases may impact the amount of capital expenditures related to purchases of land interests in any given period. |
• | Capital expenditures for wireless infrastructure improvements increased from the first quarter of 2013 to 2014 primarily as a result of improvements to towers to accommodate new tenant additions and small cell network builds or improvements. Capital expenditures for wireless infrastructure improvements typically vary based on (1) the type of work performed on the wireless infrastructure, with the installation of a new antenna typically requiring greater capital expenditures than a modification to an existing installation, (2) the existing capacity of the wireless structure prior to installation, or (3) changes in structural engineering regulations and our internal structural standards. |
• | it is the primary measure used by our management to evaluate the economic productivity of our operations, including the efficiency of our employees and the profitability associated with their performance, the realization of contract revenues under our long-term contracts, our ability to obtain and maintain our customers and our ability to operate our wireless infrastructure effectively; |
• | it is the primary measure of profit and loss used by management for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments; |
• | it is similar to the measure of current financial performance generally used in our debt covenant calculations; |
• | although specific definitions may vary, it is widely used in the tower sector and other similar providers of wireless infrastructure to measure operating performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets; and |
• | we believe it helps investors 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 operating results. |
• | with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, Adjusted EBITDA; |
• | as the primary measure of profit and loss for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments; |
• | as a performance goal in employee annual incentive compensation; |
• | as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results; |
• | in presentations to our board of directors to enable it to have the same measurement of operating performance used by management; |
• | for planning purposes, including preparation of our annual operating budget; |
• | as a valuation measure in strategic analyses in connection with the purchase and sale of assets; and |
• | in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio. |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
• | the potential refinancing of our existing debt ($11.6 billion and $11.6 billion outstanding at March 31, 2014 and December 31, 2013, respectively); |
• | our $3.9 billion of floating rate debt at March 31, 2014 and December 31, 2013, respectively; which represented approximately 33% and 34% of our total debt, as of March 31, 2014 and as of December 31, 2013, respectively; and |
• | potential future borrowings of incremental debt. |
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity | |||||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | Fair Value(a) | ||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||||||||
Debt: | |||||||||||||||||||||||||||||||
Fixed rate(c) | $ | 42,711 | $ | 55,460 | $ | 53,547 | $ | 551,693 | (c)(e) | $ | 32,367 | (c)(e) | $ | 6,999,201 | (c) | $ | 7,734,979 | (c) | $ | 8,102,570 | |||||||||||
Average interest rate(b)(c) | 4.7 | % | 4.8 | % | 6.6 | % | 2.8 | % | (c) | 5.5 | % | (c) | 7.4 | % | (c) | 7.1 | % | (c) | |||||||||||||
Variable rate | $ | 33,903 | $ | 45,204 | $ | 61,767 | $ | 61,767 | (f) | $ | 959,767 | (f) | $ | 2,720,942 | $ | 3,883,350 | $ | 3,876,726 | |||||||||||||
Average interest rate(d) | 2.6 | % | 2.7 | % | 3.4 | % | 4.5 | % | 5.0 | % | 6.1 | % | 5.7 | % |
(a) | The fair value of our debt 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 offers. These fair values are not necessarily indicative of the amount which could be realized in a current market exchange. |
(b) | The average interest rate represents the weighted-average stated coupon rate (see footnote (c)). |
(c) | The impact of principal payments that will commence following the anticipated repayment dates is not considered. The January 2010 Tower Revenue Notes originally consisted of three series of notes with principal amounts of $300.0 million, $350.0 million and $1.3 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. See note 13 to our condensed consolidated financial statements for a discussion of the 2014 Refinancings, which includes discussion on the April 2014 repayment of our January 2010 Tower Revenue Notes with an anticipated repayment date in 2015. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and $1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. If the tower revenue notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2035 to 2040 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the tower revenue notes. The full year 2013 Excess Cash Flow of the issuers of the tower revenue |
(d) | The average variable interest rate is based on the currently observable forward rates. The 2012 Revolver and the Tranche A Term Loans bear interest at a per annum rate equal to LIBOR plus 1.5% to 2.25%, based on CCOC's total net leverage ratio. The Tranche B Term Loans bear interest at a per annum rate equal to LIBOR (with LIBOR subject to a floor of 75 basis points per annum) plus 2.25% to 2.5%, based on CCOC's total net leverage ratio. |
(e) | Predominantly consists of a portion of the 2012 secured notes in an aggregate principal amount of $500 million of 2.381% secured notes due 2017. |
(f) | Predominantly consists of the 2012 Revolver and Tranche A Term Loans. See note 4 to our condensed consolidated financial statements. |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||
(In thousands) | |||||||||||||
January 1 - January 31, 2014 | — | $ | — | — | — | ||||||||
February 1 - February 28, 2014 | 288 | 74.36 | — | — | |||||||||
March 1 - March 31, 2014 | — | — | — | — | |||||||||
Total | 288 | $ | 74.36 | — | — |
ITEM 6. | EXHIBITS |
CROWN CASTLE INTERNATIONAL CORP. | ||||
Date: | May 6, 2014 | By: | /s/ Jay A. Brown | |
Jay A. Brown | ||||
Senior Vice President, | ||||
Chief Financial Officer and Treasurer | ||||
(Principal Financial Officer) | ||||
Date: | May 6, 2014 | By: | /s/ Rob A. Fisher | |
Rob A. Fisher | ||||
Vice President and Controller | ||||
(Principal Accounting Officer) |
Exhibit No. | Description | ||
(b) | 3.1 | Composite Certificate of Incorporation of Crown Castle International Corp. | |
(a) | 3.2 | Composite By-laws of Crown Castle International Corp. | |
(c) | 3.3 | Certificate of Designations of the 4.50% Mandatory Convertible Preferred Stock, Series A, of Crown Castle International Corp., filed with the Secretary of State of the State of Delaware and effective October 28, 2013 | |
(f) | 4.1 | Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee | |
(f) | 4.2 | First Supplemental Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee | |
(d) | 10.1 | Maturity Date Extension Amendment dated as of January 21, 2014, among Crown Castle International Corp., Crown Castle Operating Company, certain subsidiaries of Crown Castle Operating Company, the lenders party thereto, and The Royal Bank of Scotland plc, as administrative agent, to the Credit Agreement dated as of January 31, 2012, by and among Crown Castle International Corp., Crown Castle Operating Company, the lenders and issuing banks from time to time party thereto, The Royal Bank of Scotland plc, as administrative agent, and Morgan Stanley Senior Funding Inc., as co-documentation agent | |
(e) | 10.2 | 2014 Executive Management Team Annual Incentive Plan | |
(e) | 10.3 | Form of 2013 Long-Term Incentive Plan Restricted Stock Units Agreement | |
(e) | 10.4 | Summary of Non-Employee Director Compensation | |
* | 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
* | 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
* | 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | |
* | 101.INS | XBRL Instance Document | |
* | 101.SCH | XBRL Taxonomy Extension Schema Document | |
* | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
* | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
* | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
* | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
(a) | Incorporated by reference to the exhibit in the Registration Statement previously filed by the Registrant on Form S-3 (File No. 333-180526) on April 3, 2012. |
(b) | Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarterly period ended September 30, 2013. |
(c) | Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on October 28, 2013. |
(d) | Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on January 21, 2014. |
(e) | Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on February 26, 2014. |
(f) | Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on April 15, 2014. |
1. | I have reviewed this report on Form 10-Q of Crown Castle International Corp. (“registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ W. Benjamin Moreland | ||
W. Benjamin Moreland President and Chief Executive Officer |
1. | I have reviewed this report on Form 10-Q of Crown Castle International Corp. (“registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Jay A. Brown | ||
Jay A. Brown Senior Vice President, Chief Financial Officer and Treasurer |
1) | the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of March 31, 2014 (the last date of the period covered by the Report). |
/s/ W. Benjamin Moreland | ||
W. Benjamin Moreland President and Chief Executive Officer | ||
May 6, 2014 | ||
/s/ Jay A. Brown | ||
Jay A. Brown Senior Vice President, Chief Financial Officer and Treasurer | ||
May 6, 2014 |
Per Share Information (Narrative) (Details)
In Millions, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2014
|
|
Restricted Stock Awards [Member]
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities excluded from dilutive common shares calculation | 1.4 |
Preferred Stock [Member]
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities excluded from dilutive common shares calculation | 13.1 |
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