-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6VuIVe+mvHiGILnXELNnM8WWFCYe6uxEuT5armrqlP9g/FdU90/1kQYUTwceYGu MMS+ZzITxy32bhs2+BodoQ== 0001193125-03-003459.txt : 20030506 0001193125-03-003459.hdr.sgml : 20030506 20030505214037 ACCESSION NUMBER: 0001193125-03-003459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030505 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CASTLE INTERNATIONAL CORP CENTRAL INDEX KEY: 0001051470 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 760470458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16441 FILM NUMBER: 03682985 BUSINESS ADDRESS: STREET 1: 510 BERING DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135703000 MAIL ADDRESS: STREET 1: 510 BERING DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 d8k.txt FORM 8-K ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2003 Crown Castle International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 0-24737 76-0470458 (State or Other (Commission File (IRS Employer Jurisdiction of Incorporation) Number) Identification Number) 510 Bering Drive Suite 500 Houston, TX 77057 (Address of Principal Executive Office) Registrant's telephone number, including area code: (713) 570-3000 ============================================================================== This document includes "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Other than statements of historical fact, all statements regarding industry prospects, the consummation of the transactions described in this document and the Company's expectations regarding the future performance of its businesses and its financial position are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description 99.1 Press Release dated May 5, 2003 ITEM 9. REGULATION FD DISCLOSURE (ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION) On May 5, 2003, the Company issued a press release disclosing its financial results for the first quarter of 2003. The May 5 press release is attached as Exhibit 99.1 to this Form 8-K. In accordance with SEC Release No. 33-8216, the information in this Current Report on Form 8-K (including the attached exhibit), intended to be furnished under "Item 12. Results of Operations and Financial Condition," is instead furnished under "Item 9. Regulation FD Disclosure." As provided in General Instructions B.2 and B.6 of Form 8-K, such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CROWN CASTLE INTERNATIONAL CORP. By: /s/ E. Blake Hawk ------------------------------ Name: E. Blake Hawk Title: Executive Vice President and General Counsel Date: May 5, 2003 2 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated May 5, 2003 3 EX-99.1 3 dex991.txt PRES RELEASE Crown Castle International News Release Contacts: W. Benjamin Moreland, CFO Jay Brown, VP Finance Crown Castle International Corp. 713-570-3000 FOR IMMEDIATE RELEASE Ken Dennard / kdennard@drg-e.com Lisa Elliott / lelliott@drg-e.com DRG&E 713-529-6600 CROWN CASTLE INTERNATIONAL REPORTS FIRST QUARTER RESULTS AND EXTENSION OF CROWN CASTLE ATLANTIC JOINT VENTURE May 5, 2003 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE:CCI) today reported results for the first quarter ended March 31, 2003. Total revenue for the first quarter of 2003 was $216.7 million, compared to $220.6 million for the first quarter of 2002. Site rental and broadcast transmission revenue for the first quarter of 2003 increased 15.4% to $185.0 million, up from $160.3 million for the same period in 2002. Net loss (after deduction of dividends on preferred stock and net of gains on repurchases of preferred stock of $3.3 million for first quarter 2003) improved to $83.4 million for the first quarter of 2003 from a net loss of $123.5 million for the same period in 2002. First quarter loss per share was $0.38 compared to a loss per share of $0.56 in last year's first quarter. Net cash from operating activities for the first quarter of 2003 was $5.9 million, down from $16.0 million for the same period in 2002. Capital expenditures for the first quarter were $52.8 million, down from $73.0 million for the same period in 2002. Free cash flow, defined as cash from operating activities less capital expenditures, for the first quarter of 2003 was a use of cash of $46.9 million, an improvement from a use of cash of $56.9 million for the same period in the prior year. OPERATING RESULTS US site rental revenue for the first quarter of 2003 increased 5.9% to $107.8 million, up from $101.8 million for the same period in 2002, and UK site rental and broadcast transmission News Release continued: Page 2 of 6 revenue for the first quarter of 2003 increased 33.1% to $71.1 million, up from $53.5 million for the same period in 2002. These revenue results approximate same tower sales as a result of the fact that 97% of Crown Castle's sites on March 31, 2003 were in operation as of January 1, 2002. On a consolidated basis, site rental and broadcast transmission gross margin, defined as site rental and broadcast transmission revenue less site rental and broadcast transmission cost of operations, increased 13.6 percent to $111.6 million, up $13.4 million in the first quarter of 2003 from the same period in 2002. For the first quarter of 2003, US capital expenditures were $5.6 million, and UK capital expenditures were $46.2 million (including the $33.2 million payment to British Telecom as previously announced). Reflecting Crown Castle's strategic decision to de-emphasize non-core service revenues, network service revenue declined to $31.8 million for the first quarter of 2003 from $60.4 million for the same period last year. "Our operations exceeded our financial targets for the first quarter through our continued efforts to grow our recurring tower and broadcast business, reduce capital expenditures, and decrease working capital," stated W. Benjamin Moreland, CFO of Crown Castle. "As a result, we beat our targets for site rental and broadcast transmission revenue, net cash from operating activities and free cash flow for the first quarter. As we demonstrated at our Analyst Day on April 9th, we believe substantial tenant demand exists for our towers, which we expect will continue to drive additional long-term recurring revenue and cash flow to our existing tower portfolio. We believe organic leasing revenue will continue to be added during 2003 consistent with our previously announced expectations." During the first quarter of 2003, Crown Castle developed 34 sites, 31 of which were developed under our agreement with British Telecom in the UK. Also during the first quarter, Crown Castle repaid $22.9 million of senior credit facility debt (including $15.0 million in its CCA facility and $7.9 million in its UK facility). At March 31, 2003, Crown Castle had $851.4 million of total liquidity, comprised of $555.2 million of cash and cash equivalents and liquid investments, and total availability under its senior credit facilities of $296.2 million. CHANGES TO JOINT VENTURES WITH VERIZON On May 2, 2003, Crown Castle reached agreement with Verizon to extend certain termination rights relating to Verizon's interest in the Crown Castle Atlantic Joint Venture (CCA) until July 2007 and exchange Verizon's ownership interests in the Crown Castle GT Joint Venture (CCGT) for additional ownership interests in CCA. Further, Crown Castle purchased from Verizon approximately 5.1 million shares of Crown Castle common stock previously held by News Release continued: Page 3 of 6 CCGT, and CCA distributed 15.6 million shares of Crown Castle common stock previously held by CCA to Verizon. After giving effect to the agreements, Crown Castle owns 62.8% of CCA and 100% of CCGT. The purchase of the Crown Castle shares, along with a payment for working capital, resulted in the use of approximately $36.7 million in cash ($31.0 million for the shares and $5.7 million for the working capital). "We are extremely pleased with the commitment of Verizon, our largest US customer, to maintain its significant position in CCA for the foreseeable future," stated John P. Kelly, CEO of Crown Castle. "By extending Verizon's ownership in CCA until 2007, we have eliminated the near-term prospect of Verizon's election to exit the venture, which could have resulted in a significant near-term cash requirement on our business. Further, we are excited about continuing our cooperative partnership with Verizon in providing tower infrastructure." Additional details regarding the changes to CCA and CCGT are available in Crown Castle's Form 8-K to be filed on May 6, 2003. OUTLOOK The following statements and outlook table are based on current expectations and assumptions and assume a US dollar to UK pound exchange rate of 1.55 dollars to 1.00 pound and a US dollar to Australian dollar exchange rate of 0.50 US dollars to 1.00 Australian dollar. The following Outlook sections contain forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to differ from the forward-looking statements herein are set forth below and in the Company's filings with the Securities and Exchange Commission. Based in part on the results for the first quarter of 2003, Crown Castle has adjusted certain elements of its previously provided financial guidance for 2003, which results in expected free cash flow increasing from between $(35) million and $0 to between $20 million and $50 million for the full year 2003. The most significant adjustment relates to the removal of the remaining $45 million payment to British Telecom from the 2003 outlook. Crown Castle believes it will conclude negotiations with British Telecom to eliminate this final contractual obligation for site acquisition. Crown Castle's 2003 and 2004 projected net cash provided by operating activities assumes the effect of converting paid-in-kind interest to cash pay for the 10 5/8%, 10 3/8%, and 11 1/4% Senior Discount Notes and the 12 3/4% Senior Exchangeable Preferred Stock. News Release continued: Page 4 of 6 The following table sets forth Crown Castle's current outlook: (dollars in millions):
Second Quarter Full Year Full Year 2003 2003 2004 -------------- --------- --------- Site rental and broadcast transmission revenue 184 to 188 750 to 765 765 to 820 Net cash provided by operating activities 70 to 80 160 to 200 140 to 210 Capital expenditures 32 to 40 95 to 115 80 to 130 BT site acquisition - 33 - Free cash flow 35 to 45 20 to 50 50 to 80 US site builds (# of sites) 4 10 to 20 0 to 20 UK site builds (# of sites) 40 to 50 220 to 260 200 to 480
CONFERENCE CALL DETAILS Crown Castle has scheduled a conference call for Tuesday, May 6, 2003 at 9:30 a.m. eastern time to discuss first quarter results and Crown Castle's Outlook. Please dial 303-262-2190 and ask for the Crown Castle call at least 10 minutes prior to the start time. A telephonic replay of the conference call will be available through May 13, 2003 and may be accessed by calling 303-590-3000 using pass code 535647. An audio archive will also be available on Crown Castle's website at www.crowncastle.com shortly after the call and will be accessible for approximately 90 days. For more information, please contact Karen Roan at DRG&E at 1-713-529-6600 or email kroan@drg-e.com. Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers and rooftops as well as analog and digital audio and television broadcast transmission systems. Crown Castle offers near-universal broadcast coverage in the United Kingdom and significant wireless communications coverage to 68 of the top 100 United States markets, to more than 95 percent of the UK population and to more than 92 percent of the Australian population. Crown Castle owns, operates and manages over 15,500 wireless communication sites internationally. For more information on Crown Castle, visit: www.crowncastle.com. News Release continued: Page 5 of 6 Non-GAAP Financial Measures This press release includes presentations of Free Cash Flow and Adjusted EBITDA, which are non-GAAP financial measures. Crown Castle defines Free Cash Flow as net cash provided by operating activities less capital expenditures (both amounts from the Consolidated Statement of Cash Flows). Crown Castle defines Adjusted EBITDA as operating income (loss) plus depreciation, amortization and accretion, non-cash general and administrative compensation charges, asset write-down charges and restructuring charges. Free Cash Flow and Adjusted EBITDA are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with generally accepted accounting principles). Further, our measure of Free Cash Flow and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Free Cash Flow is presented as additional information because management believes it to be a useful indicator of our ability to execute our business strategy without reliance on additional borrowing or the use of our cash and liquid investments. Adjusted EBITDA is presented as additional information because management believes it to be a useful indicator of the current financial performance of our core businesses. In addition, Adjusted EBITDA is the measure of current financial performance generally used in our debt covenant calculations. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures. Our results under GAAP are set forth in the financial statements attached on pages 7 through 9 of this press release. Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures Free Cash Flow is computed as follows:
(In thousands of dollars) For the Three Months Ended --------------------------------- March 31, 2003 March 31, 2002 -------------- -------------- Net cash provided by operating activities $ 5,932 $ 16,041 Less: Capital expenditures (52,849) (72,981) --------- --------- Free Cash Flow $(46,917) $ (56,940) ========= ==========
Adjusted EBITDA is computed as follows:
(In thousands of dollars) For the Three Months Ended --------------------------------------- March 31, 2003 March 31, 2002 -------------- -------------- Operating income (loss) $ 11,822 $(20,023) Depreciation, amortization and accretion 80,357 71,715 Non-cash general and administrative compensation charges 2,431 1,314 Asset write-down charges -- 31,941 Restructuring charges -- 5,852 --------- -------- Adjusted EBITDA $ 94, 610 $90, 799 ========= ========
Cautionary Language Regarding Forward-Looking Statements This press release contains forward-looking statements and information that are based on management's beliefs as well as assumptions made by and information currently available to management. Such forward-looking statements include, but are not limited to, expectations, projections and estimates regarding (i) demand for our sites and towers, (ii) organic leasing rates, (iii) the relationship between Verizon and Crown Castle, (iv) currency exchange rates, (v) the outcome of negotiations with British Telecom regarding the remaining site acquisition payment to British Telecom, (vi) revenues, (vii) net cash provided by operating activities, (viii) sites to be acquired and constructed, (ix) capital expenditures, and (x) free cash flow. News Release continued: Page 6 of 6 Although Crown Castle believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions, including but not limited to the success or failure of our efforts to implement our business strategy and the following: . Our substantial level of indebtedness could adversely affect our ability to react to changes in our business and limit our ability to use debt to fund future capital needs. . If we are unable to service our indebtedness, our indebtedness may be accelerated. . Our business depends on the demand for wireless communications, which has been and may continue to be lower and slower than anticipated. . The continuation of the current economic and telecommunications industry slowdown could materially and adversely affect our business and the business of our customers. . We may be unable to manage our significant growth. . The loss, consolidation or financial instability of any of our limited number of customers could materially decrease revenues. . Restrictive covenants on our debt instruments may limit our ability to take actions that may be in our best interests. . We operate in an increasingly competitive industry and many of our competitors have significantly more resources than we do or have less debt than we do. . Technology changes may significantly reduce the demand for towers and wireless communications sites. . 2.5G/3G and other technologies, including digital terrestrial television, may not deploy or be adopted by customers as rapidly or in the manner projected. . Carrier consolidation or reduced carrier expansion may significantly reduce the demand for towers and wireless communication sites. . Network sharing and other agreements among our customers may act as alternatives to leasing sites from us. . Demand for our network services business is very volatile which causes our network services operating results to vary significantly for any particular period. . We may need additional financing for strategic growth opportunities which may not be available. . We generally lease or sublease the land under our sites and towers and may not be able to maintain these leases at commercially viable rates. The loss of any of our ground leases could result in retirement obligations. . Laws and regulations, which could change at any time, govern our business and industry, and we could fail to comply with these laws and regulations. . We could suffer from future claims if radio frequency emissions from equipment on our sites and towers are demonstrated to cause negative health effects. . Our international operations expose us to changes in foreign currency exchange rates. . We are heavily dependent on our senior management. . Certain provisions of our certificate of incorporation, bylaws and operative agreements and domestic and international competition laws could make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders. . Sales or issuances, including as dividends, of a substantial number of shares of our common stock could adversely affect the market price of our common stock. . Disputes with customers and suppliers may adversely affect results. . The carrying value of our sites and related goodwill may be subject to impairment in the future if we are unable to add sufficient additional tenants to the sites. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential factors, which could affect Crown Castle's financial results, is included in Crown Castle's filings with the Securities and Exchange Commission. [CROWN CASTLE LOGO] CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER FINANCIAL DATA (in thousands, except per share data)
Three Months Ended March 31, ------------------------------ 2003 2002 ----------- ----------- Net revenues: Site rental and broadcast transmission $184,960 $ 160,264 Network services and other 31,764 60,353 -------- --------- Total net revenues 216,724 220,617 -------- --------- Costs of operations: Site rental and broadcast transmission 73,360 62,066 Network services and other 24,942 43,725 -------- --------- Total costs of operations 98,302 105,791 -------- --------- General and administrative 22,192 21,788 Corporate development 1,620 2,239 Restructuring charges -- 5,852 Asset write-down charges -- 31,941 Non-cash general and administrative compensation charges 2,431 1,314 Depreciation, amortization and accretion 80,357 71,715 -------- --------- Operating income (loss) 11,822 (20,023) Interest and other income (expense) (1,642) (6,090) Interest expense and amortization of deferred financing costs (72,638) (76,319) -------- --------- Loss before income taxes, minority interests and cumulative effect of change in accounting principle (62,458) (102,432) Provision for income taxes (3,966) (4,659) Minority interests (557) 3,698 -------- --------- Loss before cumulative effect of change in accounting principle (66,981) (103,393) Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefits of $636 (2,035) -- -------- --------- Net loss (69,016) (103,393) Dividends on preferred stock, net of gains on repurchases of preferred stock (14,371) (20,105) -------- --------- Net loss after deduction of dividends on preferred stock, net of gains on repurchases of preferred stock $(83,387) $(123,498) ======== ========= Per common share - basic and diluted: Loss before cumulative effect of change in accounting principle $ (0.37) $ (0.56) Cumulative effect of changing in accounting principle (0.01) -- -------- --------- Net loss $ (0.38) $ (0.56) ======== ========= Common shares outstanding - basic and diluted 216,958 219,420 ======== ========= Adjusted EBITDA (before restructuring and asset write-down charges): Site rental and broadcast transmission $104,149 $ 90,665 Network services and other (before corporate development expenses) (7,919) 2,373 -------- --------- Adjusted EBITDA before corporate development expenses 96,230 93,038 Corporate development (1,620) (2,239) -------- --------- Total Adjusted EBITDA $ 94,610 $ 90,799 ======== =========
[CROWN CASTLE LOGO] CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands)
March 31, December 31, 2003 2002 ------------ ----------- ASSETS Current assets: Cash and cash equivalents $ 476,950 $ 516,172 Receivables, net of allowance for doubtful accounts 132,547 135,864 Short-term investments 78,264 115,697 Inventories 41,216 45,616 Prepaid expenses and other current assets 58,032 53,732 ---------- ---------- Total current assets 787,009 867,081 Property and equipment, net of accumulated depreciation 4,796,141 4,828,033 Goodwill 1,050,975 1,067,041 Deferred financing costs and other assets, net of accumulated amortization 124,929 130,446 ---------- ---------- $6,759,054 $6,892,601 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 50,744 $ 63,852 Accrued interest 31,229 59,811 Accrued compensation and related benefits 12,632 14,661 Deferred rental revenues and other accrued liabilities 218,168 208,195 Long-term debt, current maturities 19,000 14,250 ---------- ---------- Total current liabilities 331,773 360,769 Long-term debt, less current maturities 3,193,277 3,212,710 Other liabilities 184,661 183,227 ---------- ---------- Total liabilities 3,709,711 3,756,706 ---------- ---------- Minority interests 174,793 171,383 Redeemable preferred stock 751,537 756,014 Stockholders' equity 2,123,013 2,208,498 ---------- ---------- $6,759,054 $6,892,601 ========== ==========
[CROWN CASTLE LOGO] CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands)
Three Months Ended March 31, --------------------------- 2003 2002 ---------- ---------- Cash flows from operating activities: Net loss $(69,016) $(103,393) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, amortization and accretion 80,357 71,715 Amortization of deferred financing costs and discounts on long-term Debt 17,488 24,254 Equity in losses (earnings) and write-downs of unconsolidated affiliates 2,453 8,101 Non-cash general and administrative compensation charges 2,431 1,314 Cumulative effect of change in accounting principle 2,035 -- Minority interests 557 (3,698) Asset write-down charges -- 31,941 Changes in assets and liabilities: Increase in deferred rental revenues and other liabilities 8,051 28,976 (Increase) decrease in receivables 2,595 (3,879) Decrease in accrued interest (28,307) (18,041) Decrease in accounts payable (12,248) (9,940) Increase in inventories, prepaid expenses and other assets (464) (11,309) -------- --------- Net cash provided by operating activities 5,932 16,041 -------- --------- Cash flows from investing activities: Maturities of investments 93,496 116,500 Proceeds from disposition of property and equipment 7,472 -- Purchases of investments (56,063) (79,000) Capital expenditures (52,849) (72,981) Investments in affiliates and other (250) (2,946) -------- --------- Net cash used for investing activities (8,194) (38,427) -------- --------- Cash flows from financing activities: Proceeds from issuance of capital stock 1,055 538 Net borrowings (payments) under revolving credit agreements (22,895) -- Purchases of capital stock (13,558) -- -------- --------- Net cash provided by (used for) financing activities (35,398) 538 -------- --------- Effect of exchange rate changes on cash (1,562) (2,736) -------- --------- Net decrease in cash and cash equivalents (39,222) (24,584) Cash and cash equivalents at beginning of period 516,172 804,602 -------- --------- Cash and cash equivalents at end of period $476,950 $ 780,018 ======== ========= Supplemental disclosure of cash flow information: Interest paid $ 81,415 $ 68,960 Income taxes paid 117 89
CROWN CASTLE INTERNATIONAL CORP. Summary Fact Sheet (in $ thousands) Quarter Ended 03/31/02 US UK AUS CCIC Revenues Site Rental 101,796 53,455 5,013 160,264 Services 43,775 15,945 633 60,353 Total Revenues 145,571 69,400 5,646 220,617 Operating Expenses Site Rental 35,115 24,717 2,234 62,066 Services 31,185 12,139 401 43,725 Total Operating Expenses 66,299 36,856 2,635 105,790 General & Administrative Site Rental 4,884 1,388 1,261 7,533 Services 13,916 339 --- 14,255 Total General & Administrative 18,800 1,727 1,261 21,788 Operating Cash Flow Site Rental 61,798 27,350 1,518 90,665 Services (1,326) 3,467 232 2,373 Total Pre-Overhead Cash Flow 60,472 30,817 1,750 93,038 Corporate Overhead 2,239 --- --- 2,239 Adjusted EBITDA 58,233 30,817 1,750 90,799 Quarter Ended 06/30/02 US UK AUS CCIC Revenues Site Rental 103,373 62,409 6,170 171,952 Services 44,069 8,934 576 53,579 Total Revenues 147,442 71,343 6,746 225,531 Operating Expenses Site Rental 35,622 28,235 2,089 65,946 Services 35,339 10,150 358 45,847 Total Operating Expenses 70,961 38,385 2,447 111,793 General & Administrative Site Rental 5,574 4,560 1,518 11,652 Services 15,294 1,786 --- 17,080 Total General & Administrative 20,868 6,346 1,518 28,732 Operating Cash Flow Site Rental 62,177 29,614 2,563 94,354 Services (6,564) (3,002) 218 (9,348) Total Pre-Overhead Cash Flow 55,613 26,612 2,781 85,006 Corporate Overhead 1,733 --- --- 1,733 Adjusted EBITDA 53,880 26,612 2,781 83,273 Quarter Ended 09/30/02 US UK AUS CCIC Revenues Site Rental 104,763 55,230 6,350 166,343 Services 41,228 19,226 627 61,081 Total Revenues 145,991 74,456 6,977 227,424 Operating Expenses Site Rental 39,707 28,743 2,141 70,591 Services 31,960 15,009 419 47,388 Total Operating Expenses 71,667 43,752 2,560 117,979 General & Administrative Site Rental 5,037 924 1,328 7,289 Services 13,754 418 --- 14,172 Total General & Administrative 18,791 1,342 1,328 21,461 Operating Cash Flow Site Rental 60,019 25,563 2,881 88,463 Services (4,486) 3,799 208 (479) Total Pre-Overhead Cash Flow 55,533 29,362 3,089 87,984 Corporate Overhead 2,060 --- --- 2,060 Adjusted EBITDA 53,473 29,362 3,089 85,924 Quarter Ended 12/31/02 US UK AUS CCIC Revenues Site Rental 108,023 65,248 6,009 179,280 Services 27,651 20,372 658 48,681 Total Revenues 135,674 85,620 6,667 227,961 Operating Expenses Site Rental 37,080 31,888 2,453 71,421 Services 21,914 16,850 451 39,215 Total Operating Expenses 58,994 48,738 2,904 110,636 General & Administrative Site Rental 4,797 392 1,661 6,850 Services 15,220 171 --- 15,391 Total General & Administrative 20,017 563 1,661 22,241 Operating Cash Flow Site Rental 66,146 32,968 1,895 101,009 Services (9,483) 3,351 207 (5,925) Total Pre-Overhead Cash Flow 56,663 36,319 2,102 95,084 Corporate Overhead 1,451 --- --- 1,451 Adjusted EBITDA 55,212 36,319 2,102 93,633 Quarter Ended 3/31/03 US UK AUS CCIC Revenues Site Rental 107,849 71,125 5,986 184,960 Services 16,135 14,845 784 31,764 Total Revenues 123,984 85,970 6,770 216,724 Operating Expenses Site Rental 38,325 32,752 2,283 73,360 Services 11,036 13,331 575 24,942 Total Operating Expenses 49,361 46,083 2,858 98,302 General & Administrative Site Rental 4,579 1,172 1,700 7,451 Services 14,239 502 --- 14,741 Total General & Administrative 18,818 1,674 1,700 22,192 Operating Cash Flow Site Rental 64,945 37,201 2,003 104,149 Services (9,140) 1,012 209 (7,919) Total Pre-Overhead Cash Flow 55,805 38,213 2,212 96,230 Corporate Overhead 1,620 --- --- 1,620 Adjusted EBITDA 54,185 38,213 2,212 94,610 Quarter Ended 03/31/02 US UK AUS CCIC Gross Margins: Site Rental 66% 54% 55% 61% Services 29% 24% 37% 28% Operating Cash Flow Margins Site Rental 61% 51% 30% 57% Services -3% 22% 37% 4% Adjusted EBITDA Margin 40% 44% 31% 41% Quarter Ended 06/30/02 US UK AUS CCIC Gross Margins: Site Rental 66% 55% 66% 62% Services 20% -14% 38% 14% Operating Cash Flow Margins Site Rental 60% 47% 42% 55% Services -15% -34% 38% -17% Adjusted EBITDA Margin 37% 37% 41% 37% Quarter Ended 09/30/02 US UK AUS CCIC Gross Margins: Site Rental 62% 48% 66% 58% Services 22% 22% 33% 22% Operating Cash Flow Margins Site Rental 57% 46% 45% 53% Services -11% 20% 33% -1% Adjusted EBITDA Margin 37% 39% 44% 38% Quarter Ended 12/31/02 US UK AUS CCIC Gross Margins: Site Rental 66% 51% 59% 60% Services 21% 17% 31% 19% Operating Cash Flow Margins Site Rental 61% 51% 32% 56% Services -34% 16% 31% -12% Adjusted EBITDA Margin 41% 42% 32% 41% Quarter Ended 3/31/03 US UK AUS CCIC Gross Margins: Site Rental 64% 54% 62% 60% Services 32% 10% 27% 21% Operating Cash Flow Margins Site Rental 60% 52% 33% 56% Services -57% 7% 27% -25% Adjusted EBITDA Margin 44% 44% 33% 44% CROWN CASTLE INTERNATIONAL CORP. Summary Fact Sheet Restricted and Unrestricted Subsidiaries (in $ thousands) Quarter Ended 03/31/02 Crown Restricted UK Atlantic Other CCIC Revenues Site Rental 84,266 53,455 22,543 --- 160,264 Services 37,982 15,945 6,426 --- 60,353 Total Revenues 122,248 69,400 28,969 --- 220,617 Operating Expenses Site Rental 28,530 24,717 8,819 --- 62,066 Services 28,037 12,139 3,549 --- 43,725 Total Operating Expenses 56,567 36,856 12,368 --- 105,790 General & Administrative Site Rental 5,586 1,388 559 --- 7,533 Services 12,698 339 1,178 40 14,255 Total General & Administrative 18,284 1,727 1,737 40 21,788 Operating Cash Flow Site Rental 50,150 27,350 13,165 --- 90,665 Services (2,753) 3,467 1,699 (40) 2,373 Total Pre-Overhead Cash Flow 47,397 30,817 14,864 (40) 93,038 Corporate Overhead 2,239 --- --- --- 2,239 Adjusted EBITDA 45,158 30,817 14,864 (40) 90,799 Quarter Ended 06/30/02 Crown Restricted UK Atlantic Other CCIC Revenues Site Rental 86,491 62,409 23,052 --- 171,952 Services 38,081 8,934 6,564 --- 53,579 Total Revenues 124,572 71,343 29,616 --- 225,531 Operating Expenses Site Rental 28,951 28,235 8,760 --- 65,946 Services 31,076 10,150 4,621 --- 45,847 Total Operating Expenses 60,027 38,385 13,381 --- 111,793 General & Administrative Site Rental 6,787 4,560 305 --- 11,652 Services 14,517 1,786 688 89 17,080 Total General & Administrative 21,304 6,346 993 89 28,732 Operating Cash Flow Site Rental 50,753 29,614 13,987 --- 94,354 Services (7,512) (3,002) 1,255 (89) (9,348) Total Pre-Overhead Cash Flow 43,241 26,612 15,242 (89) 85,006 Corporate Overhead 1,733 --- --- --- 1,733 Adjusted EBITDA 41,508 26,612 15,242 (89) 83,273 Quarter Ended 09/30/02 Crown Restricted UK Atlantic Other CCIC Revenues Site Rental 87,300 55,230 23,813 --- 166,343 Services 34,658 19,226 7,197 --- 61,081 Total Revenues 121,958 74,456 31,010 --- 227,424 Operating Expenses Site Rental 32,380 28,743 9,468 --- 70,591 Services 29,082 15,009 3,297 --- 47,388 Total Operating Expenses 61,462 43,752 12,765 --- 117,979 General & Administrative Site Rental 5,943 924 422 7,289 Services 12,356 418 906 492 14,172 Total General & Administrative 18,299 1,342 1,328 492 21,461 Operating Cash Flow Site Rental 48,977 25,563 13,923 88,463 Services (6,780) 3,799 2,994 (492) (479) Total Pre-Overhead Cash Flow 42,197 29,362 16,917 (492) 87,984 Corporate Overhead 2,060 --- --- --- 2,060 Adjusted EBITDA 40,137 29,362 16,917 (492) 85,924 Quarter Ended 12/31/02 Crown Restricted UK Atlantic Other CCIC Revenues Site Rental 89,684 65,248 24,348 --- 179,280 Services 22,663 20,372 5,646 --- 48,681 Total Revenues 112,347 85,620 29,994 --- 227,961 Operating Expenses Site Rental 29,898 31,888 9,635 --- 71,421 Services 19,991 16,850 2,374 --- 39,215 Total Operating Expenses 49,889 48,738 12,009 --- 110,636 General & Administrative Site Rental 6,006 392 452 --- 6,850 Services 12,758 171 1,015 1,447 15,391 Total General & Administrative 18,764 563 1,467 1,447 22,241 Operating Cash Flow Site Rental 53,780 32,968 14,261 --- 101,009 Services (10,086) 3,351 2,257 (1,447) (5,925) Total Pre-Overhead Cash Flow 43,694 36,319 16,518 (1,447) 95,084 Corporate Overhead 1,451 --- --- --- 1,451 Adjusted EBITDA 42,243 36,319 16,518 (1,447) 93,633 Quarter Ended 3/31/03 Crown Restricted UK Atlantic Other CCIC Revenues Site Rental 88,885 71,125 24,950 --- 184,960 Services 14,236 14,845 2,683 --- 31,764 Total Revenues 103,121 85,970 27,633 --- 216,724 Operating Expenses Site Rental 30,887 32,752 9,721 --- 73,360 Services 9,894 13,331 1,717 --- 24,942 Total Operating Expenses 40,781 46,083 11,438 --- 98,302 General & Administrative Site Rental 5,759 1,172 520 --- 7,451 Services 11,861 502 1,101 1,277 14,741 Total General & Administrative 17,620 1,674 1,621 1,277 22,192 Operating Cash Flow Site Rental 52,239 37,201 14,709 --- 104,149 Services (7,519) 1,012 (135) (1,277) (7,919) Total Pre-Overhead Cash Flow 44,720 38,213 14,574 (1,277) 96,230 Corporate Overhead 1,620 --- --- --- 1,620 Adjusted EBITDA 43,100 38,213 14,574 (1,277) 94,610 Quarter Ended 03/31/02 Crown Restricted UK Atlantic Other CCIC Gross Margins: Site Rental 66% 54% 61% --- 61% Services 26% 24% 45% --- 28% Operating Cash Flow Margins Site Rental 60% 51% 58% --- 57% Services -7% 22% 26% --- 4% Adjusted EBITDA Margin 37% 44% 51% N/A 41% Quarter Ended 06/30/02 Crown Restricted UK Atlantic Other CCIC Gross Margins: Site Rental 67% 55% 62% --- 62% Services 18% -14% 30% --- 14% Operating Cash Flow Margins Site Rental 59% 47% 61% --- 55% Services -20% -34% 19% --- -17% Adjusted EBITDA Margin 33% 37% 51% N/A 37% Quarter Ended 09/30/02 Crown Restricted UK Atlantic Other CCIC Gross Margins: Site Rental 63% 48% 60% --- 58% Services 16% 22% 54% --- 22% Operating Cash Flow Margins Site Rental 56% 46% 58% --- 53% Services -20% 20% 42% --- -1% Adjusted EBITDA Margin 33% 39% 55% N/A 38% Quarter Ended 12/31/02 Crown Restricted UK Atlantic Other CCIC Gross Margins: Site Rental 67% 51% 60% --- 60% Services 12% 17% 58% --- 19% Operating Cash Flow Margins Site Rental 60% 51% 59% --- 56% Services -45% 16% 40% --- -12% Adjusted EBITDA Margin 38% 42% 55% N/A 41% Quarter Ended 3/31/03 Crown Restricted UK Atlantic Other CCIC Gross Margins: Site Rental 65% 54% 61% --- 60% Services 31% 10% 36% --- 21% Operating Cash Flow Margins Site Rental 59% 52% 59% --- 56% Services -53% 7% -5% --- -25% Adjusted EBITDA Margin 42% 44% 53% N/A 44% CCI FACT SHEET Q1 2003 $ in thousands Q1 `02 Q1 `03 % Change CCUSA and Crown Atlantic Site Rental Revenue $101,796 $107,849 6% Ending Sites 10,713 10,797 1% CCUK Site Rental & Broadcast Transmission Revenue $53,455 $71,125 33% Ending Sites 3,176 3,428 8% CCAUS Site Rental Revenue $5,013 $5,986 19% Ending Sites 1,402 1,387 -1% TOTAL CCIC Site Rental & Broadcast Transmission Revenue $160,264 $184,960 15% Ending Sites 15,291 15,612 2% Ending Cash and Investments $943,981 $555,214 Debt Bank Debt $1,168,767 $1,069,215 Bonds $2,269,162 $2,143,062 Preferred $302,331 $245,839 Converts $586,265 $505,698 Total Debt $4,326,525 $3,963,814 Leverage Ratios Net Bank Debt / EBITDA* 0.6X 1.4X Net Bank Debt + Bonds + Preferred / EBITDA* 7.7X 7.7X Total Net Debt / EBITDA* 9.3X 9.0X *Last Quarter Annualized Adjusted EBITDA $363,196 $378,440 -----END PRIVACY-ENHANCED MESSAGE-----