Crown Castle Inc 8-K, filed Oct 21, 2020
Crown Castle Inc. (CCI)
8-K
2020-10-21
For: 2020-10-21
View Original
Added on
April 08, 2026
About this 8-K
Crown Castle Inc filed this 8-K on October 21, 2020.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): October 21, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713 ) 570-3000
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 21, 2020, Crown Castle International Corp. ("Company") issued a press release disclosing its financial results for third quarter 2020. The October 21, 2020 press release is furnished herewith as Exhibit 99.1.
ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(d) On October 20, 2020, the Board of Directors (“Board”) of the Company expanded the size of the Board to 14 members and appointed Tammy K. Jones and Matthew Thornton, III to fill the newly created vacancies on the Board, in each case effective November 6, 2020.
The Board has not yet appointed either Ms. Jones or Mr. Thornton to any committees of the Board, although the Board may appoint either or both of them to one or more committees in the future. There is no arrangement or understanding between either appointee and any other persons pursuant to which such appointee was selected as a director, and there are no related party transactions involving either Ms. Jones or Mr. Thornton that are reportable under Item 404(a) of Regulation S-K.
Both Ms. Jones and Mr. Thornton will participate in the Company’s non-employee director compensation arrangement (described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 30, 2020), as may be amended from time to time.
Ms. Jones has over 25 years of experience in commercial real estate investments. Ms. Jones currently serves as the Co-Founder and Chief Executive Officer of Basis Investment Group, a multi-strategy commercial real estate investment manager. Mr. Thornton has extensive leadership and operating experience, including having served in various senior and executive leadership positions during his 41-year career at FedEx Corporation.
ITEM 7.01 — REGULATION FD DISCLOSURE
The press release referenced in Item 2.02 above refers to certain supplemental information that was posted as a supplemental information package on the Company's website on October 21, 2020. The supplemental information package is furnished herewith as Exhibit 99.2.
The press release announcing the appointments of Ms. Jones and Mr. Thornton is attached as Exhibit 99.3 to this Form 8-K.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
99.3 | ||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K ("Form 8-K") and Exhibits 99.1, 99.2 and 99.3 attached hereto are furnished as part of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or exhibits 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.
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/ Kenneth J. Simon | |||
Name: | Kenneth J. Simon | |||
Title: | Executive Vice President and General Counsel | |||
Date: October 21, 2020
Exhibit 99.1
 | NEWS RELEASE October 21, 2020 | |
Contacts: Dan Schlanger, CFO | |
Ben Lowe, VP & Treasurer | |
FOR IMMEDIATE RELEASE | Crown Castle International Corp. |
713-570-3050 | |
CROWN CASTLE REPORTS THIRD QUARTER 2020 RESULTS, UPDATES FULL YEAR 2020 OUTLOOK,
PROVIDES OUTLOOK FOR FULL YEAR 2021 AND
ANNOUNCES 11% INCREASE TO COMMON STOCK DIVIDEND
October 21, 2020 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") today reported results for the third quarter ended September 30, 2020, updated its outlook for full year 2020 and issued its full year 2021 outlook as reflected in the table below.
(in millions, except per share amounts) | Midpoint of Current Full Year 2021 Outlook(c) | Midpoint of Current Full Year 2020 Outlook(c) | Full Year 2019 Actual | Full Year 2020 Outlook to Full Year 2021 Outlook % Change | Full Year 2019 Actual to Full Year 2020 Outlook % Change |
Site rental revenues | $5,555 | $5,317 | $5,093 | +4% | +4% |
Net income (loss) | $997 | $819 | $860 | +22% | -5% |
Net income (loss) per share—diluted(a) | $2.30 | $1.79 | $1.79 | +28% | —% |
Adjusted EBITDA(b) | $3,607 | $3,419 | $3,299 | +5% | +4% |
AFFO(a)(b) | $2,906 | $2,587 | $2,371 | +12% | +9% |
AFFO per share(a)(b) | $6.69 | $6.09 | $5.68 | +10% | +7% |
(a) | Attributable to CCIC common stockholders. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
(c) | As issued on October 21, 2020. |
"We delivered solid results in the third quarter and remain on track to generate growth in AFFO per share for 2020 that is consistent with our long-term growth target of 7% to 8% per year," stated Jay Brown, Crown Castle’s Chief Executive Officer. "I'm so proud of how our employees navigated through a pandemic and a significant carrier consolidation in the wireless market this year. We have a long history of consistently delivering compelling growth through various market cycles and disruptions, highlighting the strength of our business model and the compelling value creation opportunity we believe our strategy provides to shareholders.
"As we look ahead, we have increased our annualized common stock dividend by 11% to $5.32 per share. With the strong demand we see for our Towers and Fiber infrastructure as our customers deploy additional cell sites and spectrum in response to the rapid growth in mobile data traffic, we expect approximately 6% growth in Organic Contribution to Site Rental Revenue across both our Towers and Fiber segments in 2021, supporting an expected acceleration in AFFO per share growth to approximately 10%. Our unique portfolio of assets positions us to benefit from what we expect will be a decade-long investment cycle as our customers deploy 5G, which we believe will start in earnest in 2021.
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We believe our ability to offer towers, small cells and fiber solutions, which are all integral components of communications networks and are shared among multiple tenants, provides us the best opportunity to generate significant growth while delivering high returns for our shareholders. Based on the expected growth in data traffic and wireless carrier network investment, the U.S. represents the best market in the world for communications infrastructure ownership, and we are pursuing that compelling opportunity with our comprehensive offering."
RESULTS FOR THE QUARTER
The table below sets forth select financial results for the quarter ended September 30, 2020 and September 30, 2019.
(in millions, except per share amounts) | Q3 2020 | Q3 2019 | Change | % Change |
(As Restated)(c) | ||||
Site rental revenues | $1,339 | $1,287 | +$52 | +4% |
Net income (loss) | $163 | $242 | -$79 | -33% |
Net income (loss) per share—diluted(a) | $0.38 | $0.51 | -$0.13 | -25% |
Adjusted EBITDA(b) | $883 | $853 | +$30 | +4% |
AFFO(a)(b) | $668 | $617 | +$51 | +8% |
AFFO per share(a)(b) | $1.56 | $1.47 | +$0.09 | +6% |
(a) | Attributable to CCIC common stockholders. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
(c) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
HIGHLIGHTS FROM THE QUARTER
• | Site rental revenues. Site rental revenues grew 4.0%, or $52 million, from third quarter 2019 to third quarter 2020, inclusive of approximately $70 million in Organic Contribution to Site Rental Revenues and a $18 million decrease in straight-lined revenues. The $70 million in Organic Contribution to Site Rental Revenues represents approximately 5.5% growth, comprised of approximately 9.1% growth from new leasing activity and contracted tenant escalations, net of approximately 3.6% from tenant non-renewals. |
• | Net income. Net income for the third quarter 2020 was $163 million compared to $242 million during the third quarter of 2019 and was impacted by the retirement of $2.4 billion of senior unsecured notes during July 2020, which resulted in a $95 million loss on the retirement of long-term obligations. |
• | Capital Expenditures. Capital expenditures during the quarter were $377 million, comprised of $20 million of sustaining capital expenditures and $357 million of discretionary capital expenditures. Discretionary capital expenditures during the quarter primarily included approximately $274 million attributable to Fiber and approximately $73 million attributable to Towers. |
• | Common stock dividend. During the quarter, Crown Castle paid common stock dividends of approximately $518 million in the aggregate, or $1.20 per common share, an increase of approximately 7% on a per share basis compared to the same period a year ago. |
• | Financing Activity. In July, Crown Castle utilized net proceeds from a June 2020 senior unsecured notes offering to retire an aggregate of $2.4 billion of senior unsecured notes. Also during the quarter, all outstanding shares of Crown Castle's 6.875% Mandatory Convertible Preferred Stock were converted into approximately 14.5 million shares of Crown Castle common stock. These conversions increased the diluted weighted average common shares |
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outstanding for 2020 by approximately 6 million shares and reduced the annual preferred stock dividends paid by approximately $28 million when compared to full year 2019.
"We believe we can deliver on our long-term annual dividend growth target of 7% to 8% while at the same time making investments in our business that will support future growth," stated Dan Schlanger, Crown Castle's Chief Financial Officer. "Looking to 2021, the portion of our small cell backlog we expect to put on air has a higher proportion of collocation nodes relative to recent years, reducing the capital intensity in that business. Due to this reduced capital intensity, combined with the completion of several large fiber expansion projects in 2020, we expect our discretionary capital expenditures to be approximately $400 million lower in 2021 when compared to 2019 while delivering AFFO per share growth above our long-term target. We anticipate the combination of lower capital expenditures and higher cash flow growth will allow us to fund our discretionary capital budget next year with free cash flow and incremental debt capacity, consistent with our Investment Grade credit profile."
OUTLOOK
This Outlook section contains 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 is set forth below and in Crown Castle's filings with the SEC.
The following table sets forth Crown Castle's current Outlook for full year 2020 and full year 2021.
(in millions) | Full Year 2020 | Full Year 2021 | ||||
Site rental revenues | $5,307 | to | $5,327 | $5,532 | to | $5,577 |
Site rental cost of operations(a) | $1,485 | to | $1,505 | $1,538 | to | $1,583 |
Net income (loss) | $799 | to | $839 | $957 | to | $1,037 |
Adjusted EBITDA(b) | $3,409 | to | $3,429 | $3,584 | to | $3,629 |
Interest expense and amortization of deferred financing costs(c) | $683 | to | $693 | $663 | to | $708 |
FFO(b)(d) | $2,300 | to | $2,320 | $2,603 | to | $2,648 |
AFFO(b)(d) | $2,577 | to | $2,597 | $2,883 | to | $2,928 |
AFFO per share(b)(d) | $6.07 | to | $6.11 | $6.64 | to | $6.74 |
(a) | Exclusive of depreciation, amortization and accretion. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
(c) | See reconciliation of "components of current outlook for interest expense and amortization of deferred financing costs" for a discussion of non-cash interest expense. |
(d) | Attributable to CCIC common stockholders. |
Full Year 2020 and 2021 Outlook
The table below compares the current full year 2020 Outlook to both the prior full year 2020 Outlook issued on July 29, 2020 and the current 2021 Outlook for select metrics at the midpoints.
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Midpoint of FY 2021 Outlook and FY 2020 Outlook Comparisons | ||||||
(in millions, except per share amounts) | Current Full Year 2021 Outlook | Current Full Year 2020 Outlook | Change | % Change | Previous Full Year 2020 Outlook | Current 2020 Compared to Previous 2020 Outlook |
Site rental revenues | $5,555 | $5,317 | +$238 | +4% | $5,360 | -$43 |
Net income (loss) | $997 | $819 | +$178 | +22% | $943 | -$124 |
Net income (loss) per share—diluted(a) | $2.30 | $1.79 | +$0.51 | +28% | $2.09 | -$0.30 |
Adjusted EBITDA(b) | $3,607 | $3,419 | +$188 | +5% | $3,502 | -$83 |
AFFO(a)(b) | $2,906 | $2,587 | +$319 | +12% | $2,595 | -$8 |
AFFO per share(a)(b) | $6.69 | $6.09 | +$0.60 | +10% | $6.12 | -$0.03 |
(a) | Attributable to CCIC common stockholders. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
• | The reduction to the 2020 Outlook primarily reflects an expected shift in the timing of Towers activity from the second half of 2020 to the first half of 2021. The change in the timing of Towers activity negatively impacts the expected Organic Contribution to Site Rental Revenues by approximately $20 million and services contribution from towers by approximately $50 million. In addition, straight-lined revenues from Towers for full year 2020 are expected to be approximately $20 million lower than previously expected, due to a combination of the timing of Towers activity as well as fewer lease extensions than previously forecasted. |
• | These changes are offset by approximately $10 million in lower expenses, approximately $30 million in lower interest expense and approximately $25 million in lower sustaining capital expenditures as compared to our prior 2020 Outlook. |
• | The chart below reconciles the components of expected growth in site rental revenues from 2020 to 2021 of $215 million to $260 million, inclusive of expected Organic Contribution to Site Rental Revenues during 2021 of $295 million to $335 million, or approximately 6%. |
• | New leasing activity is expected to contribute $375 million to $405 million to 2021 Organic Contribution to Site Rental Revenues, consisting of new leasing activity from towers of $150 million to $160 million (compared to |
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approximately $150 million expected in full year 2020), small cells of $65 million to $75 million (compared to approximately $70 million expected in full year 2020), and fiber solutions of $160 million to $170 million (compared to approximately $160 million expected in full year 2020).
• | In addition, discretionary capital expenditures are expected to be approximately $1.5 billion in 2021, which compares to an expected $1.6 billion in 2020 and $1.9 billion in 2019. Prepaid rent additions are expected to be approximately $550 million in 2021, which compares to approximately $450 million expected in full year 2020 and approximately $650 million in 2019. |
• | The expected decrease in discretionary capital expenditures of approximately $400 million from 2019 to 2021 primarily reflects an expected decrease in small cell capital expenditures supporting similar revenue growth due to an expected increase in collocation activity, and the expected completion of several large fiber expansion projects by the end of 2020 that resulted from prior acquisitions. |
• | The chart below reconciles the components of expected growth in AFFO from 2020 to 2021 of $300 million to $345 million. |
• | The expected contribution to 2021 AFFO growth of $60 million to $90 million from Other items is primarily tied to the conversions of preferred stock that occurred during the third quarter, which will reduce annual preferred stock dividends paid by approximately $85 million when compared to full year 2020. |
• | The increase in services contribution is a result of the expected increase in tower activity in 2021. |
• | The expected increase in expenses primarily reflects the combination of typical escalations and cost of living increases on the existing base of expenses, and incremental direct costs associated with Fiber revenue growth. |
• | Additional information is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of our website. |
DIVIDEND INCREASE ANNOUNCEMENT
Crown Castle's Board of Directors has declared a quarterly cash dividend of $1.33 per common share, representing an increase of approximately 11% over the previous quarterly dividend of $1.20 per share. The quarterly dividend will be payable on December 31, 2020 to common stockholders of record at the close of business on December 15, 2020. Future dividends are subject to the approval of Crown Castle's Board of Directors.
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BOARD OF DIRECTORS APPOINTMENTS
In a separate press release today, Crown Castle announced that, as part of its previously announced Board refreshment plan, its Board of Directors has appointed Tammy K. Jones and Matthew Thornton, III as directors, effective November 6, 2020.
CONFERENCE CALL DETAILS
Crown Castle has scheduled a conference call for Thursday, October 22, 2020, at 10:30 a.m. Eastern time to discuss its third quarter 2020 results. The conference call may be accessed by dialing 800-458-4148 and asking for the Crown Castle call (access code 3114175) at least 30 minutes prior to the start time. The conference call may also be accessed live over the Internet at investor.crowncastle.com. Supplemental materials for the call have been posted on the Crown Castle website at investor.crowncastle.com.
A telephonic replay of the conference call will be available from 1:30 p.m. Eastern time on Thursday, October 22, 2020, through 1:30 p.m. Eastern time on Wednesday, January 20, 2021, and may be accessed by dialing 888-203-1112 and using access code 3114175. An audio archive will also be available on Crown Castle's website at investor.crowncastle.com shortly after the call and will be accessible for approximately 90 days.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 80,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service - bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.
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Non-GAAP Financial Measures, Segment Measures and Other Calculations
This press release includes presentations of Adjusted EBITDA, Adjusted Funds from Operations ("AFFO"), including per share amounts, Funds from Operations ("FFO"), including per share amounts, and Organic Contribution to Site Rental Revenues, which are non-GAAP financial measures. These non-GAAP financial measures are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles ("GAAP")).
Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies, including other companies in the communications infrastructure sector or other real estate investment trusts ("REITs"). Our definition of FFO is consistent with guidelines from the National Association of Real Estate Investment Trusts with the exception of the impact of income taxes in periods prior to our REIT conversion in 2014.
In addition to the non-GAAP financial measures used herein, we also provide Segment Site Rental Gross Margin, Segment Services and Other Gross Margin and Segment Operating Profit, which are key measures used by management to evaluate our operating segments. These segment measures are provided pursuant to GAAP requirements related to segment reporting. In addition, we provide the components of certain GAAP measures, such as capital expenditures.
Our non-GAAP financial measures are presented as additional information because management believes these measures are useful indicators of the financial performance of our business. Among other things, management believes that:
• | Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the communications infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. |
• | AFFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock (in periods where applicable)) and (2) sustaining capital expenditures, and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment. |
• | FFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations. |
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• | Organic Contribution to Site Rental Revenues is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses the Organic Contribution to Site Rental Revenues to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, new leasing activities and tenant non-renewals in our core business, as well to forecast future results. Organic Contribution to Site Rental Revenues is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP. |
We define our non-GAAP financial measures, segment measures and other calculations as follows:
Non-GAAP Financial Measures
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, cumulative effect of a change in accounting principle, (income) loss from discontinued operations and stock-based compensation expense.
Adjusted Funds from Operations. We define Adjusted Funds from Operations as FFO before straight-lined revenue, straight-lined expense, stock-based compensation expense, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, acquisition and integration costs, and adjustments for noncontrolling interests, and less sustaining capital expenditures.
AFFO per share. We define AFFO per share as AFFO divided by diluted weighted-average common shares outstanding.
Funds from Operations. We define Funds from Operations as net income plus real estate related depreciation, amortization and accretion and asset write-down charges, less noncontrolling interest and cash paid for preferred stock dividends (in periods where applicable), and is a measure of funds from operations attributable to CCIC common stockholders.
FFO per share. We define FFO per share as FFO divided by the diluted weighted-average common shares outstanding.
Organic Contribution to Site Rental Revenues. We define the Organic Contribution to Site Rental Revenues as the sum of the change in GAAP site rental revenues related to (1) new leasing activity, including revenues from the construction of small cells and the impact of prepaid rent, (2) escalators and less (3) non-renewals of tenant contracts.
Segment Measures
Segment Site Rental Gross Margin. We define Segment Site Rental Gross Margin as segment site rental revenues less segment site rental cost of operations, excluding stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated site rental cost of operations.
Segment Services and Other Gross Margin. We define Segment Services and Other Gross Margin as segment services and other revenues less segment services and other cost of operations, excluding stock-based compensation expense recorded in consolidated services and other cost of operations.
Segment Operating Profit. We define Segment Operating Profit as segment site rental gross margin plus segment services and other gross margin, less selling, general and administrative expenses attributable to the respective segment.
All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately. Additionally, certain costs are shared across segments and are reflected in our segment measures through allocations that management believes to be reasonable.
Other Calculations
Discretionary capital expenditures. We define discretionary capital expenditures as those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure. Discretionary capital expenditures also include purchases of land interests (which primarily relates to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related
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investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects.
Integration capital expenditures. We define integration capital expenditures as those capital expenditures made as a result of integrating acquired companies into our business.
Sustaining capital expenditures. We define sustaining capital expenditures as those capital expenditures not otherwise categorized as either discretionary or integration capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.
The tables set forth on the following pages reconcile the non-GAAP financial measures used herein to comparable GAAP financial measures. The components in these tables may not sum to the total due to rounding.
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Reconciliations of Non-GAAP Financial Measures, Segment Measures and Other Calculations to Comparable GAAP Financial Measures:
Reconciliation of Historical Adjusted EBITDA:
For the Three Months Ended | For the Nine Months Ended | For the Twelve Months Ended | |||||||||||||||||
September 30, 2020 | September 30, 2019 | September 30, 2020 | September 30, 2019 | December 31, 2019 | |||||||||||||||
(in millions) | (As Restated)(d) | (As Restated)(d) | |||||||||||||||||
Net income (loss) | $ | 163 | $ | 242 | $ | 548 | $ | 652 | $ | 860 | |||||||||
Adjustments to increase (decrease) net income (loss): | |||||||||||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | 19 | ||||||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | 13 | ||||||||||||||
Depreciation, amortization and accretion | 406 | 388 | 1,207 | 1,175 | 1,572 | ||||||||||||||
Amortization of prepaid lease purchase price adjustments | 5 | 5 | 14 | 15 | 20 | ||||||||||||||
Interest expense and amortization of deferred financing costs(a) | 168 | 173 | 521 | 510 | 683 | ||||||||||||||
(Gains) losses on retirement of long-term obligations | 95 | — | 95 | 2 | 2 | ||||||||||||||
Interest income | — | (2 | ) | (2 | ) | (5 | ) | (6 | ) | ||||||||||
Other (income) expense | 3 | 5 | 3 | 6 | (1 | ) | |||||||||||||
(Benefit) provision for income taxes | 5 | 5 | 16 | 15 | 21 | ||||||||||||||
Stock-based compensation expense | 33 | 29 | 106 | 90 | 116 | ||||||||||||||
Adjusted EBITDA(b)(c) | $ | 883 | $ | 853 | $ | 2,527 | $ | 2,483 | $ | 3,299 | |||||||||
Reconciliation of Current Outlook for Adjusted EBITDA:
Full Year 2020 | Full Year 2021 | ||||||
(in millions) | Outlook | Outlook | |||||
Net income (loss) | $799 | to | $839 | $957 | to | $1,037 | |
Adjustments to increase (decrease) net income (loss): | |||||||
Asset write-down charges | $10 | to | $20 | $15 | to | $25 | |
Acquisition and integration costs | $7 | to | $17 | $0 | to | $8 | |
Depreciation, amortization and accretion | $1,589 | to | $1,639 | $1,615 | to | $1,710 | |
Amortization of prepaid lease purchase price adjustments | $18 | to | $20 | $17 | to | $19 | |
Interest expense and amortization of deferred financing costs(a) | $683 | to | $693 | $663 | to | $708 | |
(Gains) losses on retirement of long-term obligations | $95 | to | $95 | $0 | to | $100 | |
Interest income | $(4) | to | $0 | $(3) | to | $0 | |
Other (income) expense | $2 | to | $4 | $(1) | to | $1 | |
(Benefit) provision for income taxes | $17 | to | $25 | $18 | to | $26 | |
Stock-based compensation expense | $134 | to | $138 | $145 | to | $149 | |
Adjusted EBITDA(b)(c) | $3,409 | to | $3,429 | $3,584 | to | $3,629 | |
(a) | See reconciliation of "components of current outlook for interest expense and amortization of deferred financing costs" for a discussion of non-cash interest expense. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definition of Adjusted EBITDA. |
(c) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(d) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
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News Release continued: | Page 11 | |
Reconciliation of Historical FFO and AFFO:
For the Three Months Ended | For the Nine Months Ended | For the Twelve Months Ended | |||||||||||||||||
September 30, 2020 | September 30, 2019 | September 30, 2020 | September 30, 2019 | December 31, 2019 | |||||||||||||||
(in millions, except per share amounts) | (As Restated)(f) | (As Restated)(f) | |||||||||||||||||
Net income (loss) | $ | 163 | $ | 242 | $ | 548 | $ | 652 | $ | 860 | |||||||||
Real estate related depreciation, amortization and accretion | 393 | 374 | 1,167 | 1,133 | 1,517 | ||||||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | 19 | ||||||||||||||
Dividends/distributions on preferred stock | (28 | ) | (28 | ) | (85 | ) | (85 | ) | (113 | ) | |||||||||
FFO(a)(b)(c)(d) | $ | 531 | $ | 593 | $ | 1,640 | $ | 1,714 | $ | 2,284 | |||||||||
Weighted-average common shares outstanding—diluted(e) | 429 | 418 | 422 | 418 | 418 | ||||||||||||||
FFO per share(a)(b)(c)(d)(e) | $ | 1.24 | $ | 1.42 | $ | 3.89 | $ | 4.11 | $ | 5.47 | |||||||||
FFO (from above) | $ | 531 | $ | 593 | $ | 1,640 | $ | 1,714 | $ | 2,284 | |||||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||||||
Straight-lined revenue | (4 | ) | (22 | ) | (27 | ) | (62 | ) | (80 | ) | |||||||||
Straight-lined expense | 21 | 24 | 61 | 70 | 93 | ||||||||||||||
Stock-based compensation expense | 33 | 29 | 106 | 90 | 116 | ||||||||||||||
Non-cash portion of tax provision | (7 | ) | 1 | 3 | 2 | 5 | |||||||||||||
Non-real estate related depreciation, amortization and accretion | 13 | 14 | 40 | 42 | 55 | ||||||||||||||
Amortization of non-cash interest expense | 1 | — | 4 | 1 | 1 | ||||||||||||||
Other (income) expense | 3 | 5 | 3 | 6 | (1 | ) | |||||||||||||
(Gains) losses on retirement of long-term obligations | 95 | — | 95 | 2 | 2 | ||||||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | 13 | ||||||||||||||
Sustaining capital expenditures | (20 | ) | (29 | ) | (64 | ) | (80 | ) | (117 | ) | |||||||||
AFFO(a)(b)(c)(d) | $ | 668 | $ | 617 | $ | 1,870 | $ | 1,794 | $ | 2,371 | |||||||||
Weighted-average common shares outstanding—diluted(e) | 429 | 418 | 422 | 418 | 418 | ||||||||||||||
AFFO per share(a)(b)(c)(d)(e) | $ | 1.56 | $ | 1.47 | $ | 4.43 | $ | 4.29 | $ | 5.68 | |||||||||
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Attributable to CCIC common stockholders. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | For all periods prior to those ended September 30, 2020, the diluted weighted-average common shares outstanding does not include any assumed conversions of preferred stock in the share count. |
(f) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
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News Release continued: | Page 12 | |
Reconciliation of Current Outlook for FFO and AFFO:
Full Year 2020 | Full Year 2021 | ||||||
(in millions except per share amounts) | Outlook | Outlook | |||||
Net income (loss) | $799 | to | $839 | $957 | to | $1,037 | |
Real estate related depreciation, amortization and accretion | $1,541 | to | $1,581 | $1,569 | to | $1,649 | |
Asset write-down charges | $10 | to | $20 | $15 | to | $25 | |
Dividends/distributions on preferred stock | $(85) | to | $(85) | $0 | to | $0 | |
FFO(a)(b)(c)(d) | $2,300 | to | $2,320 | $2,603 | to | $2,648 | |
Weighted-average common shares outstanding—diluted(e) | 425 | 434 | |||||
FFO per share(a)(b)(c)(d)(e) | $5.41 | to | $5.46 | $6.00 | to | $6.10 | |
FFO (from above) | $2,300 | to | $2,320 | $2,603 | to | $2,648 | |
Adjustments to increase (decrease) FFO: | |||||||
Straight-lined revenue | $(27) | to | $(17) | $38 | to | $58 | |
Straight-lined expense | $76 | to | $86 | $58 | to | $78 | |
Stock-based compensation expense | $134 | to | $138 | $145 | to | $149 | |
Non-cash portion of tax provision | $(3) | to | $7 | $(7) | to | $8 | |
Non-real estate related depreciation, amortization and accretion | $48 | to | $58 | $46 | to | $61 | |
Amortization of non-cash interest expense | $1 | to | $11 | $4 | to | $14 | |
Other (income) expense | $2 | to | $4 | $(1) | to | $1 | |
(Gains) losses on retirement of long-term obligations | $95 | to | $95 | $0 | to | $100 | |
Acquisition and integration costs | $7 | to | $17 | $0 | to | $8 | |
Sustaining capital expenditures | $(93) | to | $(83) | $(104) | to | $(94) | |
AFFO(a)(b)(c)(d) | $2,577 | to | $2,597 | $2,883 | to | $2,928 | |
Weighted-average common shares outstanding—diluted(e) | 425 | 434 | |||||
AFFO per share(a)(b)(c)(d)(e) | $6.07 | to | $6.11 | $6.64 | to | $6.74 | |
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Attributable to CCIC common stockholders. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | The assumption for diluted weighted-average common shares outstanding for full year 2020 Outlook is based on the diluted common shares outstanding as of September 30, 2020 and is inclusive of the conversions of preferred stock that occurred in the third quarter of 2020, which resulted in (1) an increase in the diluted weighted-average common shares outstanding by approximately 6 million shares and (2) a reduction in the amount of annual preferred stock dividends paid by approximately $28 million when compared to full year 2019 actual results. |
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News Release continued: | Page 13 | |
For Comparative Purposes - Reconciliation of Previous Outlook for Adjusted EBITDA:
Previously Issued | |||
Full Year 2020 | |||
(in millions) | Outlook | ||
Net income (loss) | $903 | to | $983 |
Adjustments to increase (decrease) net income (loss): | |||
Asset write-down charges | $20 | to | $30 |
Acquisition and integration costs | $7 | to | $17 |
Depreciation, amortization and accretion | $1,503 | to | $1,598 |
Amortization of prepaid lease purchase price adjustments | $18 | to | $20 |
Interest expense and amortization of deferred financing costs | $691 | to | $736 |
(Gains) losses on retirement of long-term obligations | $95 | to | $95 |
Interest income | $(7) | to | $(3) |
Other (income) expense | $(1) | to | $1 |
(Benefit) provision for income taxes | $16 | to | $24 |
Stock-based compensation expense | $126 | to | $130 |
Adjusted EBITDA(a)(b) | $3,479 | to | $3,524 |
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definition of Adjusted EBITDA. |
(b) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
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News Release continued: | Page 14 | |
For Comparative Purposes - Reconciliation of Previous Outlook for FFO and AFFO:
Previously Issued | |||
Full Year 2020 | |||
(in millions, except per share amounts) | Outlook | ||
Net income (loss) | $903 | to | $983 |
Real estate related depreciation, amortization and accretion | $1,454 | to | $1,534 |
Asset write-down charges | $20 | to | $30 |
Dividends/distributions on preferred stock | $(85) | to | $(85) |
FFO(a)(b)(c)(d) | $2,354 | to | $2,399 |
Weighted-average common shares outstanding—diluted(e) | 424 | ||
FFO per share(a)(b)(c)(d)(e) | $5.55 | to | $5.65 |
FFO (from above) | $2,354 | to | $2,399 |
Adjustments to increase (decrease) FFO: | |||
Straight-lined revenue | $(53) | to | $(33) |
Straight-lined expense | $70 | to | $90 |
Stock-based compensation expense | $126 | to | $130 |
Non-cash portion of tax provision | $(6) | to | $9 |
Non-real estate related depreciation, amortization and accretion | $49 | to | $64 |
Amortization of non-cash interest expense | $(4) | to | $6 |
Other (income) expense | $(1) | to | $1 |
(Gains) losses on retirement of long-term obligations | $95 | to | $95 |
Acquisition and integration costs | $7 | to | $17 |
Sustaining capital expenditures | $(123) | to | $(103) |
AFFO(a)(b)(c)(d) | $2,572 | to | $2,617 |
Weighted-average common shares outstanding—diluted(e) | 424 | ||
AFFO per share(a)(b)(c)(d)(e) | $6.06 | to | $6.17 |
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Attributable to CCIC common stockholders. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | The assumption for diluted weighted-average common shares outstanding for full year 2020 Outlook is based on the diluted common shares outstanding as of September 30, 2020 and is inclusive of the conversions of preferred stock that occurred in the third quarter of 2020, which resulted in (1) an increase in the diluted weighted-average common shares outstanding by approximately 6 million shares and (2) a reduction in the amount of annual preferred stock dividends paid by approximately $28 million when compared to full year 2019 actual results. |
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News Release continued: | Page 15 | |
The components of changes in site rental revenues for the quarters ended September 30, 2020 and 2019 are as follows:
Three Months Ended September 30, | |||||||
2020 | 2019 | ||||||
(dollars in millions) | (As Restated)(g) | ||||||
Components of changes in site rental revenues(a): | |||||||
Prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalators(b)(c) | $ | 1,265 | $ | 1,188 | |||
New leasing activity(b)(c) | 93 | 99 | |||||
Escalators | 23 | 22 | |||||
Non-renewals | (46 | ) | (44 | ) | |||
Organic Contribution to Site Rental Revenues(d) | 70 | 77 | |||||
Impact from straight-lined revenues associated with fixed escalators | 4 | 22 | |||||
Acquisitions(e) | — | — | |||||
Other | — | — | |||||
Total GAAP site rental revenues | $ | 1,339 | $ | 1,287 | |||
Year-over-year changes in revenue: | |||||||
Reported GAAP site rental revenues | 4.0 | % | |||||
Organic Contribution to Site Rental Revenues(d)(f) | 5.5 | % | |||||
The components of the changes in site rental revenues for the years ending December 31, 2020 and 2021 are forecasted as follows:
(dollars in millions) | Previously Issued Full Year 2020 Outlook | Current Full Year 2020 Outlook | Current Full Year 2021 Outlook(j) | ||
Components of changes in site rental revenues(a): | |||||
Prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalators(b)(c) | $5,012 | $5,012 | $5,295 | ||
New leasing activity(b)(c) | 395-425 | 375-385 | 375-405 | ||
Escalators | 90-100 | 90-100 | 90-100 | ||
Non-renewals | (195)-(175) | (185)-(175) | (180)-(160) | ||
Organic Contribution to Site Rental Revenues(d) | 295-335 | 285-295 | 295-335 | ||
Impact from full year straight-lined revenues associated with fixed escalators | 33-53 | 17-27 | (38)-(58) | ||
Acquisitions(e) | — | <5 | <5 | ||
Other | — | — | — | ||
Total GAAP site rental revenues | $5,337-$5,382 | $5,307-$5,327 | $5,532-$5,577 | ||
Year-over-year changes in revenue: | |||||
Reported GAAP site rental revenues(h) | 5.1% | 4.4% | 4.5% | ||
Organic Contribution to Site Rental Revenues(d)(h)(i) | 6.3% | 5.8% | 5.9% | ||
(a) | Additional information regarding Crown Castle's site rental revenues, including projected revenue from tenant licenses, straight-lined revenues and prepaid rent is available in Crown Castle's quarterly Supplemental Information Package posted in the Investors section of its website. |
(b) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(c) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(d) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" herein. |
(e) | Represents the contribution from recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition. |
(f) | Calculated as the percentage change from prior year site rental revenues, exclusive of straight-lined revenues associated with fixed escalations, compared to Organic Contribution to Site Rental Revenues for the current period. |
(g) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(h) | Calculated based on midpoint of respective full year Outlook. |
(i) | Calculated as the percentage change from prior year site rental revenues, exclusive of straight-lined revenues associated with fixed escalations, compared to Organic Contribution to Site Rental Revenues for the current period. |
(j) | Prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalators is calculated based on midpoint of current full year 2020 Outlook. |
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News Release continued: | Page 16 | |
Components of Historical Interest Expense and Amortization of Deferred Financing Costs:
For the Three Months Ended | |||||||
(in millions) | September 30, 2020 | September 30, 2019 | |||||
Interest expense on debt obligations | $ | 167 | $ | 173 | |||
Amortization of deferred financing costs and adjustments on long-term debt, net | 6 | 5 | |||||
Capitalized interest | (5 | ) | (5 | ) | |||
Interest expense and amortization of deferred financing costs | $ | 168 | $ | 173 | |||
Components of Current Outlook for Interest Expense and Amortization of Deferred Financing Costs:
Full Year 2020 | Full Year 2021 | ||||||
(in millions) | Outlook | Outlook | |||||
Interest expense on debt obligations | $678 | to | $688 | $668 | to | $688 | |
Amortization of deferred financing costs and adjustments on long-term debt, net | $21 | to | $26 | $21 | to | $26 | |
Capitalized interest | $(20) | to | $(15) | $(17) | to | $(12) | |
Interest expense and amortization of deferred financing costs | $683 | to | $693 | $663 | to | $708 | |
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News Release continued: | Page 17 | |
Debt balances and maturity dates as of September 30, 2020 are as follows:
(in millions) | Face Value | Final Maturity | |||
Cash, cash equivalents and restricted cash | $ | 421 | |||
3.849% Secured Notes | 1,000 | Apr. 2023 | |||
Secured Notes, Series 2009-1, Class A-2(a) | 62 | Aug. 2029 | |||
Tower Revenue Notes, Series 2015-1(b) | 300 | May 2042 | |||
Tower Revenue Notes, Series 2018-1(b) | 250 | July 2043 | |||
Tower Revenue Notes, Series 2015-2(b) | 700 | May 2045 | |||
Tower Revenue Notes, Series 2018-2(b) | 750 | July 2048 | |||
Finance leases and other obligations | 228 | Various | |||
Total secured debt | $ | 3,290 | |||
2016 Revolver | 520 | June 2024 | |||
2016 Term Loan A | 2,268 | June 2024 | |||
Commercial Paper Notes(c) | 75 | Oct. 2020 | |||
5.250% Senior Notes | 1,650 | Jan. 2023 | |||
3.150% Senior Notes | 750 | July 2023 | |||
3.200% Senior Notes | 750 | Sept. 2024 | |||
1.350% Senior Notes | 500 | July 2025 | |||
4.450% Senior Notes | 900 | Feb. 2026 | |||
3.700% Senior Notes | 750 | June 2026 | |||
4.000% Senior Notes | 500 | Mar. 2027 | |||
3.650% Senior Notes | 1,000 | Sept. 2027 | |||
3.800% Senior Notes | 1,000 | Feb. 2028 | |||
4.300% Senior Notes | 600 | Feb. 2029 | |||
3.100% Senior Notes | 550 | Nov. 2029 | |||
3.300% Senior Notes | 750 | July 2030 | |||
2.250% Senior Notes | 1,100 | Jan. 2031 | |||
4.750% Senior Notes | 350 | May 2047 | |||
5.200% Senior Notes | 400 | Feb. 2049 | |||
4.000% Senior Notes | 350 | Nov. 2049 | |||
4.150% Senior Notes | 500 | July 2050 | |||
3.250% Senior Notes | 900 | Jan. 2051 | |||
Total unsecured debt | $ | 16,163 | |||
Total net debt | $ | 19,032 | |||
Net Debt to Last Quarter Annualized Adjusted EBITDA is computed as follows:
(dollars in millions) | For the Three Months Ended September 30, 2020 | ||
Total face value of debt | $ | 19,453 | |
Less: Ending cash, cash equivalents and restricted cash | 421 | ||
Total Net Debt | $ | 19,032 | |
Adjusted EBITDA for the three months ended September 30, 2020 | $ | 883 | |
Last quarter annualized Adjusted EBITDA | 3,532 | ||
Net Debt to Last Quarter Annualized Adjusted EBITDA | 5.4 | x | |
(a) | The Senior Secured Notes, 2009-1, Class A-2 principal amortizes over a period ending in August 2029. |
(b) | The Senior Secured Tower Revenue Notes, Series 2015-1 and 2015-2 have anticipated repayment dates in 2022 and 2025, respectively. The Senior Secured Tower Revenue Notes, Series 2018-1 and 2018-2 have anticipated repayment dates in 2023 and 2028, respectively. |
(c) | The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of issue. |
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News Release continued: | Page 18 | |
Components of Capital Expenditures:
For the Three Months Ended | |||||||||||||||||||||||||
(in millions) | September 30, 2020 | September 30, 2019 | |||||||||||||||||||||||
Towers | Fiber | Other | Total | Towers | Fiber | Other | Total | ||||||||||||||||||
Discretionary: | |||||||||||||||||||||||||
Purchases of land interests | $ | 12 | $ | — | $ | — | $ | 12 | $ | 18 | $ | — | $ | — | $ | 18 | |||||||||
Communications infrastructure improvements and other capital projects | 61 | 274 | 10 | 345 | 119 | 371 | — | 490 | |||||||||||||||||
Sustaining | 3 | 13 | 4 | 20 | 8 | 11 | 10 | 29 | |||||||||||||||||
Integration | — | — | — | — | — | — | 2 | 2 | |||||||||||||||||
Total | $ | 76 | $ | 287 | $ | 14 | $ | 377 | $ | 145 | $ | 382 | $ | 12 | $ | 539 | |||||||||
Note: | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further discussion of our components of capital expenditures. |
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News Release continued: | Page 19 | |
Cautionary Language Regarding Forward-Looking Statements
This news release contains forward-looking statements and information that are based on our management's current expectations as of the date of this news release. Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "see," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," and any variations of these words and similar expressions are intended to identify forward-looking statements. Such statements include our full year 2020 and 2021 Outlook and plans, projections, and estimates regarding (1) potential benefits, growth, returns, capabilities, opportunities and shareholder value which may be derived from our business, assets, investments, acquisitions and dividends, (2) our business, strategy, strategic position, business model and capabilities and the strength thereof, (3) industry fundamentals and driving factors for improvements in such fundamentals, (4) our customers' investment, including investment cycles and the timing thereof, in network improvements (including 5G), the trends driving such improvements and opportunities and demand for our assets created thereby, (5) our long-and short-term prospects and the trends, events and industry activities impacting our business, (6) opportunities we see to deliver value to our shareholders, (7) our dividends (including timing of payment thereof) and our dividend (including on a per share basis) growth rate, including its driving factors, and targets, (8) expected completion of fiber expansion projects, (9) small cell backlog, (10) debt maturities, (11) strategic position of our portfolio of assets, (12) cash flows, including growth thereof, (13) leasing activity and the timing thereof, (14) tenant non-renewals, including the impact and timing thereof, (15) capital expenditures, including sustaining and discretionary capital expenditures, the timing thereof and any efficiencies that may result therefrom, and the discretionary capital budget and the funding thereof, (16) straight-line adjustments, (17) revenues and growth thereof and benefits derived therefrom, (18) net income (loss) (including on a per share basis), (19) Adjusted EBITDA, including components thereof and growth thereof, (20) expenses, including interest expense and amortization of deferred financing costs, (21) FFO (including on a per share basis) and growth thereof, (22) AFFO (including on a per share basis) and its components and growth thereof and corresponding driving factors, (23) Organic Contribution to Site Rental Revenues and its components, including growth thereof and contributions therefrom, (24) our weighted-average common shares outstanding (including on a diluted basis) and growth thereof, (25) services contribution, (26) pre-paid rent, (27) appointment of directors, including the effective date thereof, and (28) the utility of certain financial measures, including non-GAAP financial measures. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and the following:
• | Our business depends on the demand for our communications infrastructure, driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services). |
• | A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues or reduce demand for our communications infrastructure and services. |
• | The expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results. |
• | Our Fiber segment has expanded rapidly, and the Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are lower than anticipated. |
• | Failure to timely and efficiently execute on our construction projects could adversely affect our business. |
• | Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated. |
• | We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations. |
• | Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely affect the market price of our common stock. |
• | As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts. |
• | New technologies may reduce demand for our communications infrastructure or negatively impact our revenues. |
• | If we fail to retain rights to our communications infrastructure, including the land interests under our towers and the right-of-way and other agreements related to our small cells and fiber, our business may be adversely affected. |
• | Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results. |
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News Release continued: | Page 20 | |
• | The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective, could result in loss of investor confidence, shareholder litigation or governmental proceedings or investigations, any of which could cause the market value of our common stock or debt securities to decline or impact our ability to access the capital markets. |
• | New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected. |
• | If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business. |
• | If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues. |
• | Certain provisions of our restated certificate of incorporation, amended and restated by-laws and operative agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders. |
• | We may be vulnerable to security breaches or other unforeseen events that could adversely affect our operations, business, and reputation. |
• | Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations. |
• | Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the U.S. Internal Revenue Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, which would reduce our available cash. |
• | Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives. |
• | REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock. |
• | The impact of COVID-19 and related risks could materially affect our financial position, results of operations and cash flows. |
Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the SEC. Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.
As used in this release, the term "including," and any variation thereof, means "including without limitation."
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News Release continued: | Page 21 | |
| CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (Amounts in millions, except par values) |
September 30, 2020 | December 31, 2019 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 242 | $ | 196 | |||
Restricted cash | 174 | 137 | |||||
Receivables, net | 455 | 596 | |||||
Prepaid expenses | 112 | 107 | |||||
Other current assets | 201 | 168 | |||||
Total current assets | 1,184 | 1,204 | |||||
Deferred site rental receivables | 1,420 | 1,424 | |||||
Property and equipment, net | 15,092 | 14,666 | |||||
Operating lease right-of-use assets | 6,357 | 6,133 | |||||
Goodwill | 10,078 | 10,078 | |||||
Other intangible assets, net | 4,535 | 4,836 | |||||
Other assets, net | 120 | 116 | |||||
Total assets | $ | 38,786 | $ | 38,457 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 264 | $ | 334 | |||
Accrued interest | 122 | 169 | |||||
Deferred revenues | 787 | 657 | |||||
Other accrued liabilities | 322 | 361 | |||||
Current maturities of debt and other obligations | 114 | 100 | |||||
Current portion of operating lease liabilities | 316 | 299 | |||||
Total current liabilities | 1,925 | 1,920 | |||||
Debt and other long-term obligations | 19,190 | 18,021 | |||||
Operating lease liabilities | 5,713 | 5,511 | |||||
Other long-term liabilities | 2,456 | 2,516 | |||||
Total liabilities | 29,284 | 27,968 | |||||
Commitments and contingencies | |||||||
CCIC stockholders' equity: | |||||||
Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: September 30, 2020—431 and December 31, 2019—416 | 4 | 4 | |||||
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20 shares authorized; shares issued and outstanding: September 30, 2020—0 and December 31, 2019—2; aggregate liquidation value: September 30, 2020—$0 and December 31, 2019—$1,650 | — | — | |||||
Additional paid-in capital | 17,904 | 17,855 | |||||
Accumulated other comprehensive income (loss) | (4 | ) | (5 | ) | |||
Dividends/distributions in excess of earnings | (8,402 | ) | (7,365 | ) | |||
Total equity | 9,502 | 10,489 | |||||
Total liabilities and equity | $ | 38,786 | $ | 38,457 | |||
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| CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (Amounts in millions, except per share amounts) |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
(As Restated)(a) | (As Restated)(a) | ||||||||||||||
Net revenues: | |||||||||||||||
Site rental | $ | 1,339 | $ | 1,287 | $ | 3,968 | $ | 3,793 | |||||||
Services and other | 147 | 195 | 379 | 544 | |||||||||||
Net revenues | 1,486 | 1,482 | 4,347 | 4,337 | |||||||||||
Operating expenses: | |||||||||||||||
Costs of operations(b): | |||||||||||||||
Site rental | 370 | 369 | 1,123 | 1,095 | |||||||||||
Services and other | 117 | 146 | 324 | 407 | |||||||||||
Selling, general and administrative | 154 | 150 | 493 | 457 | |||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | |||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | |||||||||||
Depreciation, amortization and accretion | 406 | 388 | 1,207 | 1,175 | |||||||||||
Total operating expenses | 1,052 | 1,059 | 3,166 | 3,157 | |||||||||||
Operating income (loss) | 434 | 423 | 1,181 | 1,180 | |||||||||||
Interest expense and amortization of deferred financing costs | (168 | ) | (173 | ) | (521 | ) | (510 | ) | |||||||
Gains (losses) on retirement of long-term obligations | (95 | ) | — | (95 | ) | (2 | ) | ||||||||
Interest income | — | 2 | 2 | 5 | |||||||||||
Other income (expense) | (3 | ) | (5 | ) | (3 | ) | (6 | ) | |||||||
Income (loss) before income taxes | 168 | 247 | 564 | 667 | |||||||||||
Benefit (provision) for income taxes | (5 | ) | (5 | ) | (16 | ) | (15 | ) | |||||||
Net income (loss) | 163 | 242 | 548 | 652 | |||||||||||
Dividends/distributions on preferred stock | — | (28 | ) | (57 | ) | (85 | ) | ||||||||
Net income (loss) attributable to CCIC common stockholders | $ | 163 | $ | 214 | $ | 491 | $ | 567 | |||||||
Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
Net income (loss) attributable to CCIC common stockholders, basic | $ | 0.38 | $ | 0.51 | $ | 1.17 | $ | 1.36 | |||||||
Net income (loss) attributable to CCIC common stockholders, diluted | $ | 0.38 | $ | 0.51 | $ | 1.17 | $ | 1.36 | |||||||
Weighted-average common shares outstanding: | |||||||||||||||
Basic | 427 | 416 | 420 | 416 | |||||||||||
Diluted | 429 | 418 | 422 | 418 | |||||||||||
(a) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(b) | Exclusive of depreciation, amortization and accretion shown separately. |
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| CROWN CASTLE INTERNATIONAL CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In millions of dollars) |
Nine Months Ended September 30, | |||||||
2020 | 2019 | ||||||
(As Restated)(a) | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 548 | $ | 652 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||
Depreciation, amortization and accretion | 1,207 | 1,175 | |||||
(Gains) losses on retirement of long-term obligations | 95 | 2 | |||||
Amortization of deferred financing costs and other non-cash interest, net | 4 | 1 | |||||
Stock-based compensation expense | 108 | 91 | |||||
Asset write-down charges | 10 | 13 | |||||
Deferred income tax (benefit) provision | 2 | 2 | |||||
Other non-cash adjustments, net | 4 | 4 | |||||
Changes in assets and liabilities, excluding the effects of acquisitions: | |||||||
Increase (decrease) in liabilities | (29 | ) | 178 | ||||
Decrease (increase) in assets | 121 | (228 | ) | ||||
Net cash provided by (used for) operating activities | 2,070 | 1,890 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (1,238 | ) | (1,537 | ) | |||
Payments for acquisitions, net of cash acquired | (86 | ) | (15 | ) | |||
Other investing activities, net | (12 | ) | 3 | ||||
Net cash provided by (used for) investing activities | (1,336 | ) | (1,549 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of long-term debt | 3,733 | 1,895 | |||||
Principal payments on debt and other long-term obligations | (80 | ) | (59 | ) | |||
Purchases and redemptions of long-term debt | (2,490 | ) | (12 | ) | |||
Borrowings under revolving credit facility | 2,140 | 1,585 | |||||
Payments under revolving credit facility | (2,145 | ) | (2,270 | ) | |||
Net borrowings (repayments) under commercial paper program | (80 | ) | — | ||||
Payments for financing costs | (38 | ) | (24 | ) | |||
Purchases of common stock | (75 | ) | (44 | ) | |||
Dividends/distributions paid on common stock | (1,531 | ) | (1,415 | ) | |||
Dividends/distributions paid on preferred stock | (85 | ) | (85 | ) | |||
Net cash provided by (used for) financing activities | (651 | ) | (429 | ) | |||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 83 | (88 | ) | ||||
Effect of exchange rate changes on cash | — | — | |||||
Cash, cash equivalents, and restricted cash at beginning of period | 338 | 413 | |||||
Cash, cash equivalents, and restricted cash at end of period | $ | 421 | $ | 325 | |||
Supplemental disclosure of cash flow information: | |||||||
Interest paid | 564 | 547 | |||||
Income taxes paid | 13 | 13 | |||||
(a) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
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News Release continued: | Page 24 | |
| CROWN CASTLE INTERNATIONAL CORP. SEGMENT OPERATING RESULTS (UNAUDITED) (In millions of dollars) |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||||
Three Months Ended September 30, 2020 | Three Months Ended September 30, 2019 | ||||||||||||||||||||||||||||||
(As Restated)(e) | |||||||||||||||||||||||||||||||
Towers | Fiber | Other | Consolidated Total | Towers | Fiber | Other | Consolidated Total | ||||||||||||||||||||||||
Segment site rental revenues | $ | 877 | $ | 462 | $ | 1,339 | $ | 856 | $ | 431 | $ | 1,287 | |||||||||||||||||||
Segment services and other revenues | 142 | 5 | 147 | 191 | 4 | 195 | |||||||||||||||||||||||||
Segment revenues | 1,019 | 467 | 1,486 | 1,047 | 435 | 1,482 | |||||||||||||||||||||||||
Segment site rental cost of operations | 216 | 145 | 361 | 218 | 141 | 359 | |||||||||||||||||||||||||
Segment services and other cost of operations | 111 | 4 | 115 | 142 | 2 | 144 | |||||||||||||||||||||||||
Segment cost of operations(a)(b) | 327 | 149 | 476 | 360 | 143 | 503 | |||||||||||||||||||||||||
Segment site rental gross margin(c) | 661 | 317 | 978 | 638 | 290 | 928 | |||||||||||||||||||||||||
Segment services and other gross margin(c) | 31 | 1 | 32 | 49 | 2 | 51 | |||||||||||||||||||||||||
Segment selling, general and administrative expenses(b) | 22 | 42 | 64 | 23 | 49 | 72 | |||||||||||||||||||||||||
Segment operating profit(c) | 670 | 276 | 946 | 664 | 243 | 907 | |||||||||||||||||||||||||
Other selling, general and administrative expenses(b) | $ | 63 | 63 | $ | 56 | 56 | |||||||||||||||||||||||||
Stock-based compensation expense | 33 | 33 | 29 | 29 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion | 406 | 406 | 388 | 388 | |||||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 168 | 168 | 173 | 173 | |||||||||||||||||||||||||||
Other (income) expenses to reconcile to income (loss) before income taxes(d) | 108 | 108 | 14 | 14 | |||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 168 | $ | 247 | |||||||||||||||||||||||||||
FIBER SEGMENT SITE RENTAL REVENUES SUMMARY | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
Fiber Solutions | Small Cells | Total | Fiber Solutions | Small Cells | Total | ||||||||||||||||||
Site rental revenues | $ | 323 | $ | 139 | $ | 462 | $ | 311 | $ | 120 | $ | 431 | |||||||||||
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
(b) | Segment cost of operations excludes (1) stock-based compensation expense of $6 million and $7 million for the three months ended September 30, 2020 and 2019, respectively and (2) prepaid lease purchase price adjustments of $5 million in each of the three months ended September 30, 2020 and 2019. Selling, general and administrative expenses exclude stock-based compensation expense of $27 million and $22 million for the three months ended September 30, 2020 and 2019, respectively. |
(c) See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.
(d) | See condensed consolidated statement of operations for further information. |
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News Release continued: | Page 25 | |
(e) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2020 | Nine Months Ended September 30, 2019 | ||||||||||||||||||||||||||||||
(As Restated)(e) | |||||||||||||||||||||||||||||||
Towers | Fiber | Other | Consolidated Total | Towers | Fiber | Other | Consolidated Total | ||||||||||||||||||||||||
Segment site rental revenues | $ | 2,612 | $ | 1,356 | $ | 3,968 | $ | 2,526 | $ | 1,267 | $ | 3,793 | |||||||||||||||||||
Segment services and other revenues | 367 | 12 | 379 | 533 | 11 | 544 | |||||||||||||||||||||||||
Segment revenues | 2,979 | 1,368 | 4,347 | 3,059 | 1,278 | 4,337 | |||||||||||||||||||||||||
Segment site rental cost of operations | 648 | 447 | 1,095 | 647 | 418 | 1,065 | |||||||||||||||||||||||||
Segment services and other cost of operations | 311 | 8 | 319 | 395 | 6 | 401 | |||||||||||||||||||||||||
Segment cost of operations(a)(b) | 959 | 455 | 1,414 | 1,042 | 424 | 1,466 | |||||||||||||||||||||||||
Segment site rental gross margin(c) | 1,964 | 909 | 2,873 | 1,879 | 849 | 2,728 | |||||||||||||||||||||||||
Segment services and other gross margin(c) | 56 | 4 | 60 | 138 | 5 | 143 | |||||||||||||||||||||||||
Segment selling, general and administrative expenses(b) | 71 | 137 | 208 | 73 | 147 | 220 | |||||||||||||||||||||||||
Segment operating profit(c) | 1,949 | 776 | 2,725 | 1,944 | 707 | 2,651 | |||||||||||||||||||||||||
Other selling, general and administrative expenses(b) | $ | 198 | 198 | $ | 168 | 168 | |||||||||||||||||||||||||
Stock-based compensation expense | 106 | 106 | 90 | 90 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion | 1,207 | 1,207 | 1,175 | 1,175 | |||||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 521 | 521 | 510 | 510 | |||||||||||||||||||||||||||
Other (income) expenses to reconcile to income (loss) before income taxes(d) | 129 | 129 | 41 | 41 | |||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 564 | $ | 667 | |||||||||||||||||||||||||||
FIBER SEGMENT SITE RENTAL REVENUES SUMMARY | |||||||||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
Fiber Solutions | Small Cells | Total | Fiber Solutions | Small Cells | Total | ||||||||||||||||||
Site rental revenues | $ | 950 | $ | 406 | $ | 1,356 | $ | 921 | $ | 346 | $ | 1,267 | |||||||||||
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
(b) | Segment cost of operations excludes (1) stock-based compensation expense of $19 million and $21 million for the nine months ended September 30, 2020 and 2019, respectively and (2) prepaid lease purchase price adjustments of $14 million and $15 million for the nine months ended September 30, 2020 and 2019, respectively. Selling, general and administrative expenses exclude stock-based compensation expense of $87 million and $69 million for the nine months ended September 30, 2020 and 2019, respectively. |
(c) See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.
(d) | See condensed consolidated statement of operations for further information. |
(e) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
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Exhibit 99.2
Supplemental Information Package
and Non-GAAP Reconciliations
Third Quarter • September 30, 2020
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Crown Castle International Corp.
Third Quarter 2020
TABLE OF CONTENTS | |
Page | |
Company Overview | |
Company Profile | |
Strategy | |
AFFO per Share | |
Tower Portfolio Footprint | |
Corporate Information | |
Research Coverage | |
Historical Common Stock Data | |
Portfolio and Financial Highlights | |
Outlook | |
Financials & Metrics | |
Condensed Consolidated Balance Sheet | |
Condensed Consolidated Statement of Operations | |
Segment Operating Results | |
Fiber Segment Site Rental Revenues Summary | |
FFO and AFFO Reconciliations | |
Condensed Consolidated Statement of Cash Flows | |
Components of Changes in Site Rental Revenues | |
Summary of Straight-Lined and Prepaid Rent Activity | |
Summary of Capital Expenditures | |
Lease Renewal and Lease Distribution | |
Consolidated Tenant Overview | |
Fiber Solutions Revenue Mix | |
Segment Cash Yields on Invested Capital | |
Consolidated Return on Invested Capital | |
Asset Portfolio Overview | |
Summary of Tower Portfolio by Vintage | |
Portfolio Overview | |
Ground Interest Overview | |
Ground Interest Activity | |
Capitalization Overview | |
Capitalization Overview | |
Debt Maturity Overview | |
Liquidity Overview | |
Maintenance and Financial Covenants | |
Interest Rate Sensitivity | |
Appendix | |
1
Cautionary Language Regarding Forward-Looking Statements
This supplemental information package ("Supplement") contains forward-looking statements and information that are based on our management's current expectations as of the date of this Supplement. Statements that are not historical facts are hereby identified as forward-looking statements. Words such as "Outlook," "guide," "forecast," "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," and any variations of these words and similar expressions are intended to identify such forward looking statements. Such statements include plans, projections and estimates regarding (1) demand for data and our communications infrastructure, and benefits derived therefrom, (2) cash flow growth, (3) tenant additions, (4) our Outlook for full year 2020 and 2021, (5) our strategy, (6) strategic position of our assets, (7) revenues from tenant contracts, (8) ground lease expenses from existing ground leases and (9) director appointments, including the effective date thereof.
Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, but not limited to, prevailing market conditions. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Crown Castle assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission ("SEC"). Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.
The components of financial information presented herein, both historical and forward looking, may not sum due to rounding. Definitions and reconciliations of non-GAAP financial measures, segment measures and other calculations are provided in the Appendix to this Supplement.
As used herein, the term "including" and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.
2
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
COMPANY PROFILE | ||||
Crown Castle International Corp. (to which the terms "Crown Castle," "CCIC," "we," "our," "the Company" or "us" as used herein refer) owns, operates and leases shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) more than 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) approximately 80,000 route miles of fiber primarily supporting small cell networks ("small cells") and fiber solutions. We refer to our towers, fiber and small cells assets collectively as "communications infrastructure," and to our customers on our communications infrastructure as "tenants." Our towers have a significant presence in each of the top 100 basic trading areas, and the majority of our small cells and fiber are located in major metropolitan areas, including a presence within every major U.S. market.
Our operating segments consist of (1) Towers and (2) Fiber. Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). We seek to increase our site rental revenues by adding more tenants on our shared communications infrastructure, which we expect to result in significant incremental cash flows due to our low incremental operating costs.
We operate as a Real Estate Investment Trust ("REIT") for U.S. federal income tax purposes.
STRATEGY | ||||
As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:
• | Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure assets, which we believe is the core driver of value for our stockholders. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants to expand coverage and capacity in order to meet increasing demand for data, while generating high incremental returns for our business. We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing network needs through our shared communications infrastructure model, which is an efficient and cost-effective way to serve our tenants. Additionally, we believe our ability to share our fiber assets across multiple tenants to deploy both small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return. |
• | Return cash generated by operating activities to common stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to common stockholders. |
• | Invest capital efficiently to grow cash flows and long-term dividends per share. In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order): |
◦ | construction of towers, fiber and small cells; |
◦ | acquisitions of towers, fiber and small cells; |
◦ | acquisitions of land interests (which primarily relate to land assets under towers); |
◦ | improvements and structural enhancements to our existing communications infrastructure; |
◦ | purchases of shares of our common stock from time to time; and |
◦ | purchases, repayments or redemptions of our debt. |
3
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid growth in the demand for data. We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for newly constructed or acquired communications infrastructure, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development and installation services within our Towers segment.
4
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
AFFO PER SHARE(a)(b) |
2016(c) | 2017(c) | 2018(c) | 2019 | Midpoint of Full Year 2020 Outlook(d) | Midpoint of Full Year 2021 Outlook(d) |
TOWER PORTFOLIO FOOTPRINT | ||
 | ||
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
(b) | Attributable to CCIC common stockholders. |
(c) | As restated. See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(d) | Calculated based on midpoint of Outlook for full year 2020 and 2021 issued on October 21, 2020. |
5
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
GENERAL COMPANY INFORMATION | |
Principal executive offices | 1220 Augusta Drive, Suite 600, Houston, TX 77057 |
Common shares trading symbol | CCI |
Stock exchange listing | New York Stock Exchange |
Fiscal year ending date | December 31 |
Fitch - Long Term Issuer Default Rating | BBB+ |
Moody’s - Long Term Corporate Family Rating | Baa3 |
Standard & Poor’s - Long Term Local Issuer Credit Rating | BBB- |
Note: These credit ratings may not reflect the potential risks relating to the structure or trading of the Company’s securities and are provided solely for informational purposes. Credit ratings are not recommendations to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. The Company does not undertake any obligation to maintain the ratings or to advise of any change in the ratings. Each agency’s rating should be evaluated independently of any other agency’s rating. An explanation of the significances of the ratings can be obtained from each of the ratings agencies.
EXECUTIVE MANAGEMENT TEAM | |||
Name | Age | Years with Company | Position |
Jay A. Brown | 47 | 21 | President and Chief Executive Officer |
Daniel K. Schlanger | 46 | 4 | Executive Vice President and Chief Financial Officer |
James D. Young | 59 | 15 | Executive Vice President and Chief Operating Officer - Fiber |
Robert C. Ackerman | 68 | 22 | Executive Vice President and Chief Operating Officer - Towers |
Kenneth J. Simon | 59 | 5 | Executive Vice President and General Counsel |
Michael J. Kavanagh | 52 | 10 | Executive Vice President and Chief Commercial Officer |
Philip M. Kelley | 47 | 23 | Executive Vice President - Corporate Development and Strategy |
BOARD OF DIRECTORS | ||||
Name | Position | Committees | Age | Years as Director |
J. Landis Martin | Chairman | NCG(a) | 74 | 24 |
P. Robert Bartolo | Director | Audit, Compensation | 48 | 6 |
Cindy Christy | Director | Compensation, NCG(a), Strategy | 54 | 13 |
Ari Q. Fitzgerald | Director | Compensation, NCG(a), Strategy | 57 | 18 |
Robert E. Garrison II | Director | Audit, Compensation | 78 | 15 |
Andrea J. Goldsmith | Director | NCG(a), Strategy | 55 | 2 |
Lee W. Hogan | Director | Audit, Compensation, Strategy | 76 | 19 |
Edward C. Hutcheson Jr. | Director | Strategy | 75 | 25 |
Robert F. McKenzie | Director | Audit, Strategy | 76 | 25 |
Anthony J. Melone | Director | NCG(a), Strategy | 60 | 5 |
W. Benjamin Moreland | Director | Strategy | 57 | 14 |
Jay A. Brown | Director | 47 | 4 | |
Tammy K. Jones | Director | 55 | (b) | |
Matthew Thornton III | Director | 62 | (b) | |
(a) | Nominating & Corporate Governance Committee |
(b) | Ms. Jones and Mr. Thornton were appointed to the Board of Directions on October 21, 2020, in each case effective November 6, 2020. |
6
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
RESEARCH COVERAGE | ||
Equity Research | ||
Bank of America David Barden (646) 855-1320 | Barclays Tim Long (212) 526-4043 | Citigroup Michael Rollins (212) 816-1116 |
Cowen and Company Colby Synesael (646) 562-1355 | Credit Suisse Sami Badri (212) 538-1727 | Deutsche Bank Matthew Niknam (212) 250-4711 |
Goldman Sachs Brett Feldman (212) 902-8156 | Green Street David Guarino (949)-640-8780 | JPMorgan Philip Cusick (212) 622-1444 |
KeyBanc Brandon Nispel (503) 821-3871 | MoffettNathanson Nick Del Deo (212) 519-0025 | Morgan Stanley Simon Flannery (212) 761-6432 |
New Street Research Spencer Kurn (212) 921-2067 | Oppenheimer & Co. Timothy Horan (212) 667-8137 | Raymond James Ric Prentiss (727) 567-2567 |
RBC Capital Markets Jonathan Atkin (415) 633-8589 | Truist Securities Greg Miller (212) 303-4169 | UBS Batya Levi (212) 713-8824 |
Wells Fargo Securities, LLC Eric Luebchow (312) 630-2386 | ||
Rating Agency | ||
Fitch John Culver (312) 368-3216 | Moody’s Lori Marks (212) 553-1098 | Standard & Poor’s Ryan Gilmore (212) 438-0602 |
HISTORICAL COMMON STOCK DATA | |||||||||||||||
Three Months Ended | |||||||||||||||
(in millions, except per share amounts) | 9/30/20 | 6/30/20 | 3/31/20 | 12/31/19 | 9/30/19 | ||||||||||
High price(a) | $ | 178.68 | $ | 174.34 | $ | 165.04 | $ | 140.55 | $ | 143.71 | |||||
Low price(a) | $ | 155.01 | $ | 131.82 | $ | 112.40 | $ | 125.80 | $ | 118.96 | |||||
Period end closing price(b) | $ | 166.50 | $ | 166.08 | $ | 142.32 | $ | 139.01 | $ | 134.73 | |||||
Dividends paid per common share | $ | 1.20 | $ | 1.20 | $ | 1.20 | $ | 1.20 | $ | 1.13 | |||||
Volume weighted average price for the period(a) | $ | 164.29 | $ | 159.26 | $ | 144.27 | $ | 132.14 | $ | 132.01 | |||||
Common shares outstanding, at period end | 431 | 417 | 417 | 416 | 416 | ||||||||||
Market value of outstanding common shares, at period end(c) | $ | 71,811 | $ | 69,217 | $ | 59,312 | $ | 57,797 | $ | 56,015 | |||||
(a) | Based on the sales price, adjusted for common stock dividends, as reported by Bloomberg. |
(b) | Based on the period end closing price, adjusted for common stock dividends, as reported by Bloomberg. |
(c) | Period end market value of outstanding common shares is calculated as the product of (1) shares of common stock outstanding at period end and (2) closing share price at period end, adjusted for common stock dividends, as reported by Bloomberg. |
7
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY PORTFOLIO HIGHLIGHTS | |||
(as of September 30, 2020) | |||
Towers | |||
Number of towers (in thousands)(a) | 40 | ||
Average number of tenants per tower | 2.1 | ||
Remaining contracted tenant receivables ($ in billions)(b) | $ | 17 | |
Weighted average remaining tenant contract term (years)(c) | 5 | ||
Percent of towers in the Top 50 / 100 Basic Trading Areas | 56% / 71% | ||
Percent of ground leased / owned (d) | 60% / 40% | ||
Weighted average maturity of ground leases (years)(d)(e) | 36 | ||
Fiber | |||
Number of route miles of fiber (in thousands) | 80 | ||
Remaining contracted tenant receivables ($ in billions)(b) | $ | 6 | |
Weighted average remaining tenant contract term (years)(c) | 5 | ||
SUMMARY FINANCIAL HIGHLIGHTS | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(dollars in millions, except per share amounts) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
(As Restated)(i) | (As Restated)(i) | |||||||||||||||
Operating Data: | ||||||||||||||||
Net revenues | ||||||||||||||||
Site rental | $ | 1,339 | $ | 1,287 | $ | 3,968 | $ | 3,793 | ||||||||
Services and other | 147 | 195 | 379 | 544 | ||||||||||||
Net revenues | $ | 1,486 | $ | 1,482 | $ | 4,347 | $ | 4,337 | ||||||||
Costs of operations (exclusive of depreciation, amortization and accretion) | ||||||||||||||||
Site rental | $ | 370 | $ | 369 | $ | 1,123 | $ | 1,095 | ||||||||
Services and other | 117 | 146 | 324 | 407 | ||||||||||||
Total cost of operations | $ | 487 | $ | 515 | $ | 1,447 | $ | 1,502 | ||||||||
Net income (loss) attributable to CCIC common stockholders | $ | 163 | $ | 214 | $ | 491 | $ | 567 | ||||||||
Net income (loss) attributable to CCIC common stockholders per share—diluted(f) | $ | 0.38 | $ | 0.51 | $ | 1.17 | $ | 1.36 | ||||||||
Non-GAAP Data(g): | ||||||||||||||||
Adjusted EBITDA | $ | 883 | $ | 853 | $ | 2,527 | $ | 2,483 | ||||||||
FFO(h) | 531 | 593 | 1,640 | 1,714 | ||||||||||||
AFFO(h) | 668 | 617 | 1,870 | 1,794 | ||||||||||||
AFFO per share(f)(h) | $ | 1.56 | $ | 1.47 | $ | 4.43 | $ | 4.29 | ||||||||
(a) | Excludes third-party land interests. |
(b) | Excludes renewal terms at tenants' option. |
(c) | Excludes renewal terms at tenants' option, weighted by site rental revenues exclusive of straight-lined revenues and amortization of prepaid rent. |
(d) | Weighted by Towers segment site rental gross margin exclusive of straight-lined revenues, amortization of prepaid rent, and straight-lined expenses. |
(e) | Includes all renewal terms at the Company's option. |
(f) | Based on diluted weighted-average common shares outstanding of 429 million and 418 million for the three months ended September 30, 2020 and 2019, respectively and 422 million and 418 million for the nine months ended September 30, 2020 and 2019, respectively. |
(g) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
(h) | Attributable to CCIC common stockholders. |
(i) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
8
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY FINANCIAL HIGHLIGHTS (CONTINUED) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(dollars in millions) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
(As Restated)(a) | (As Restated)(a) | |||||||||||||||
Summary Cash Flow Data(b): | ||||||||||||||||
Net cash provided by (used for) operating activities | $ | 661 | $ | 663 | $ | 2,070 | $ | 1,890 | ||||||||
Net cash provided by (used for) investing activities(c) | (446 | ) | (539 | ) | (1,336 | ) | (1,549 | ) | ||||||||
Net cash provided by (used for) financing activities | (2,468 | ) | (228 | ) | (651 | ) | (429 | ) | ||||||||
(dollars in millions) | September 30, 2020 | December 31, 2019 | ||||||
Balance Sheet Data (at period end): | ||||||||
Cash and cash equivalents | $ | 242 | $ | 196 | ||||
Property and equipment, net | 15,092 | 14,666 | ||||||
Total assets | 38,786 | 38,457 | ||||||
Total debt and other long-term obligations | 19,304 | 18,121 | ||||||
Total CCIC stockholders' equity | 9,502 | 10,489 | ||||||
Three Months Ended September 30, 2020 | ||||
Other Data: | ||||
Net debt to last quarter annualized Adjusted EBITDA(d) | 5.4 | x | ||
Dividend per common share | $ | 1.20 | ||
OUTLOOK FOR FULL YEAR 2020 AND FULL YEAR 2021 | ||||||
(dollars in millions, except per share amounts) | Full Year 2020(e) | Full Year 2021(e) | ||||
Site rental revenues | $5,307 | to | $5,327 | $5,532 | to | $5,577 |
Site rental cost of operations(f) | $1,485 | to | $1,505 | $1,538 | to | $1,583 |
Net income (loss) | $799 | to | $839 | $957 | to | $1,037 |
Net income (loss) attributable to CCIC common stockholders | $742 | to | $782 | $957 | to | $1,037 |
Net income (loss) per share—diluted(g)(h)(k) | $1.75 | to | $1.84 | $2.20 | to | $2.39 |
Adjusted EBITDA(i) | $3,409 | to | $3,429 | $3,584 | to | $3,629 |
Interest expense and amortization of deferred financing costs(j) | $683 | to | $693 | $663 | to | $708 |
FFO(i)(k) | $2,300 | to | $2,320 | $2,603 | to | $2,648 |
AFFO(i)(k) | $2,577 | to | $2,597 | $2,883 | to | $2,928 |
AFFO per share(g)(i)(k) | $6.07 | to | $6.11 | $6.64 | to | $6.74 |
(a) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(b) | Includes impacts of restricted cash. See the condensed consolidated statement of cash flows for further information. |
(c) | Includes net cash used for acquisitions of approximately $70 million and $2 million for the three months ended September 30, 2020 and 2019, and $86 million and $15 million for the nine months ended September 30, 2020 and 2019, respectively. |
(d) | See the "Net debt to Last Quarter Annualized Adjusted EBITDA calculation" in the Appendix. |
(e) | As issued on October 21, 2020. |
(f) | Exclusive of depreciation, amortization and accretion. |
(g) | The assumption for diluted weighted-average common shares outstanding for full year 2020 Outlook is based on the diluted common shares outstanding as of September 30, 2020 and is inclusive of the conversions of preferred stock that occurred in the third quarter of 2020, which resulted in (1) an increase in the diluted weighted-average common shares outstanding by approximately 6 million shares and (2) a reduction in the amount of annual preferred stock dividends paid by approximately $28 million when compared to full year 2019 actual results. |
(h) | Calculated using net income (loss) attributable to CCIC common stockholders. |
(i) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). |
(j) | See the reconciliation of "Components of Current Outlook for Interest Expense and Amortization of Deferred Financing Costs" in the Appendix. |
(k) | Attributable to CCIC common stockholders. |
9
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
OUTLOOK FOR FULL YEAR 2020 AND FULL YEAR 2021 COMPONENTS OF CHANGES IN SITE RENTAL REVENUES | |||
(dollars in millions) | Full Year 2020 Outlook(a) | Full Year 2021 Outlook(a)(i) | |
Components of changes in site rental revenues(b): | |||
Prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalators(c)(d) | $5,012 | $5,295 | |
New leasing activity(c)(d) | 375-385 | 375-405 | |
Escalators | 90-100 | 90-100 | |
Non-renewals | (185)-(175) | (180)-(160) | |
Organic Contribution to Site Rental Revenues(e) | 285-295 | 295-335 | |
Impact from full year straight-lined revenues associated with fixed escalators | 17-27 | (38)-(58) | |
Acquisitions(f) | <5 | <5 | |
Other | — | — | |
Total GAAP site rental revenues | $5,307-$5,327 | $5,532-$5,577 | |
Year-over-year changes in revenues: | |||
Reported GAAP site rental revenues(g) | 4.4% | 4.5% | |
Organic Contribution to Site Rental Revenues(e)(g)(h) | 5.8% | 5.9% | |
(a) | As issued on October 21, 2020. |
(b) | See additional information herein regarding Crown Castle's site rental revenues, including projected revenues from tenant licenses, straight-lined revenues and prepaid rent. |
(c) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(d) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(e) | See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" for a discussion of our definition of Organic Contribution to Site Rental Revenues. |
(f) | Represents the contribution from recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition. |
(g) | Calculated based on midpoint of respective full year Outlook. |
(h) | Calculated as the percentage change from prior year site rental revenues, exclusive of straight-lined revenues associated with fixed escalations, compared to Organic Contribution to Site Rental Revenues for the current period. |
(i) | Prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalators is calculated based on midpoint of current full year 2020 Outlook. |
10
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) | |||||||
(amounts in millions, except par values) | September 30, 2020 | December 31, 2019 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 242 | $ | 196 | |||
Restricted cash | 174 | 137 | |||||
Receivables, net | 455 | 596 | |||||
Prepaid expenses | 112 | 107 | |||||
Other current assets | 201 | 168 | |||||
Total current assets | 1,184 | 1,204 | |||||
Deferred site rental receivables | 1,420 | 1,424 | |||||
Property and equipment, net | 15,092 | 14,666 | |||||
Operating lease right-of-use assets | 6,357 | 6,133 | |||||
Goodwill | 10,078 | 10,078 | |||||
Other intangible assets, net | 4,535 | 4,836 | |||||
Other assets, net | 120 | 116 | |||||
Total assets | $ | 38,786 | $ | 38,457 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 264 | $ | 334 | |||
Accrued interest | 122 | 169 | |||||
Deferred revenues | 787 | 657 | |||||
Other accrued liabilities | 322 | 361 | |||||
Current maturities of debt and other obligations | 114 | 100 | |||||
Current portion of operating lease liabilities | 316 | 299 | |||||
Total current liabilities | 1,925 | 1,920 | |||||
Debt and other long-term obligations | 19,190 | 18,021 | |||||
Operating lease liabilities | 5,713 | 5,511 | |||||
Other long-term liabilities | 2,456 | 2,516 | |||||
Total liabilities | 29,284 | 27,968 | |||||
Commitments and contingencies | |||||||
CCIC stockholders' equity: | |||||||
Common stock, $0.01 par value; 600 shares authorized; shares issued and outstanding: September 30, 2020—431 and December 31, 2019—416 | 4 | 4 | |||||
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value; 20 shares authorized; shares issued and outstanding: September 30, 2020—0 and December 31, 2019—2; aggregate liquidation value: September 30, 2020—$0 and December 31, 2019—$1,650 | — | — | |||||
Additional paid-in capital | 17,904 | 17,855 | |||||
Accumulated other comprehensive income (loss) | (4 | ) | (5 | ) | |||
Dividends/distributions in excess of earnings | (8,402 | ) | (7,365 | ) | |||
Total equity | 9,502 | 10,489 | |||||
Total liabilities and equity | $ | 38,786 | $ | 38,457 | |||
11
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(amounts in millions, except per share amounts) | 2020 | 2019 | 2020 | 2019 | |||||||||||
(As Restated)(a) | (As Restated)(a) | ||||||||||||||
Net revenues: | |||||||||||||||
Site rental | $ | 1,339 | $ | 1,287 | $ | 3,968 | $ | 3,793 | |||||||
Services and other | 147 | 195 | 379 | 544 | |||||||||||
Net revenues | 1,486 | 1,482 | 4,347 | 4,337 | |||||||||||
Operating expenses: | |||||||||||||||
Costs of operations(b): | |||||||||||||||
Site rental | 370 | 369 | 1,123 | 1,095 | |||||||||||
Services and other | 117 | 146 | 324 | 407 | |||||||||||
Selling, general and administrative | 154 | 150 | 493 | 457 | |||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | |||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | |||||||||||
Depreciation, amortization and accretion | 406 | 388 | 1,207 | 1,175 | |||||||||||
Total operating expenses | 1,052 | 1,059 | 3,166 | 3,157 | |||||||||||
Operating income (loss) | 434 | 423 | 1,181 | 1,180 | |||||||||||
Interest expense and amortization of deferred financing costs | (168 | ) | (173 | ) | (521 | ) | (510 | ) | |||||||
Gains (losses) on retirement of long-term obligations | (95 | ) | — | (95 | ) | (2 | ) | ||||||||
Interest income | — | 2 | 2 | 5 | |||||||||||
Other income (expense) | (3 | ) | (5 | ) | (3 | ) | (6 | ) | |||||||
Income (loss) before income taxes | 168 | 247 | 564 | 667 | |||||||||||
Benefit (provision) for income taxes | (5 | ) | (5 | ) | (16 | ) | (15 | ) | |||||||
Net income (loss) | 163 | 242 | 548 | 652 | |||||||||||
Dividends/distributions on preferred stock | — | (28 | ) | (57 | ) | (85 | ) | ||||||||
Net income (loss) attributable to CCIC common stockholders | $ | 163 | $ | 214 | $ | 491 | $ | 567 | |||||||
Net income (loss) attributable to CCIC common stockholders, per common share: | |||||||||||||||
Net income (loss) attributable to CCIC common stockholders, basic | $ | 0.38 | $ | 0.51 | $ | 1.17 | $ | 1.36 | |||||||
Net income (loss) attributable to CCIC common stockholders, diluted | $ | 0.38 | $ | 0.51 | $ | 1.17 | $ | 1.36 | |||||||
Weighted-average common shares outstanding: | |||||||||||||||
Basic | 427 | 416 | 420 | 416 | |||||||||||
Diluted | 429 | 418 | 422 | 418 | |||||||||||
(a) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(b) | Exclusive of depreciation, amortization and accretion shown separately. |
12
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||||
Three Months Ended September 30, 2020 | Three Months Ended September 30, 2019 | ||||||||||||||||||||||||||||||
(As Restated)(e) | |||||||||||||||||||||||||||||||
(dollars in millions) | Towers | Fiber | Other | Consolidated Total | Towers | Fiber | Other | Consolidated Total | |||||||||||||||||||||||
Segment site rental revenues | $ | 877 | $ | 462 | $ | 1,339 | $ | 856 | $ | 431 | $ | 1,287 | |||||||||||||||||||
Segment services and other revenues | 142 | 5 | 147 | 191 | 4 | 195 | |||||||||||||||||||||||||
Segment revenues | 1,019 | 467 | 1,486 | 1,047 | 435 | 1,482 | |||||||||||||||||||||||||
Segment site rental cost of operations | 216 | 145 | 361 | 218 | 141 | 359 | |||||||||||||||||||||||||
Segment services and other cost of operations | 111 | 4 | 115 | 142 | 2 | 144 | |||||||||||||||||||||||||
Segment cost of operations(a)(b) | 327 | 149 | 476 | 360 | 143 | 503 | |||||||||||||||||||||||||
Segment site rental gross margin(c) | 661 | 317 | 978 | 638 | 290 | 928 | |||||||||||||||||||||||||
Segment services and other gross margin(c) | 31 | 1 | 32 | 49 | 2 | 51 | |||||||||||||||||||||||||
Segment selling, general and administrative expenses(b) | 22 | 42 | 64 | 23 | 49 | 72 | |||||||||||||||||||||||||
Segment operating profit(c) | 670 | 276 | 946 | 664 | 243 | 907 | |||||||||||||||||||||||||
Other selling, general and administrative expenses(b) | $ | 63 | 63 | $ | 56 | 56 | |||||||||||||||||||||||||
Stock-based compensation expense | 33 | 33 | 29 | 29 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion | 406 | 406 | 388 | 388 | |||||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 168 | 168 | 173 | 173 | |||||||||||||||||||||||||||
Other (income) expenses to reconcile to income (loss) before income taxes(d) | 108 | 108 | 14 | 14 | |||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 168 | $ | 247 | |||||||||||||||||||||||||||
FIBER SEGMENT SITE RENTAL REVENUES SUMMARY | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
(dollars in millions) | Fiber Solutions | Small Cells | Total | Fiber Solutions | Small Cells | Total | |||||||||||||||||
Site rental revenues | $ | 323 | $ | 139 | $ | 462 | $ | 311 | $ | 120 | $ | 431 | |||||||||||
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
(b) | Segment cost of operations excludes (1) stock-based compensation expense of $6 million and $7 million for the three months ended September 30, 2020 and 2019, respectively and (2) prepaid lease purchase price adjustments of $5 million in each of the three months ended September 30, 2020 and 2019. Selling, general and administrative expenses exclude stock-based compensation expense of $27 million and $22 million for the three months ended September 30, 2020 and 2019, respectively. |
(c) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit. |
(d) | See condensed consolidated statement of operations for further information. |
(e) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
13
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SEGMENT OPERATING RESULTS | |||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2020 | Nine Months Ended September 30, 2019 | ||||||||||||||||||||||||||||||
(As Restated)(e) | |||||||||||||||||||||||||||||||
Towers | Fiber | Other | Consolidated Total | Towers | Fiber | Other | Consolidated Total | ||||||||||||||||||||||||
Segment site rental revenues | $ | 2,612 | $ | 1,356 | $ | 3,968 | $ | 2,526 | $ | 1,267 | $ | 3,793 | |||||||||||||||||||
Segment services and other revenues | 367 | 12 | 379 | 533 | 11 | 544 | |||||||||||||||||||||||||
Segment revenues | 2,979 | 1,368 | 4,347 | 3,059 | 1,278 | 4,337 | |||||||||||||||||||||||||
Segment site rental cost of operations | 648 | 447 | 1,095 | 647 | 418 | 1,065 | |||||||||||||||||||||||||
Segment services and other cost of operations | 311 | 8 | 319 | 395 | 6 | 401 | |||||||||||||||||||||||||
Segment cost of operations(a)(b) | 959 | 455 | 1,414 | 1,042 | 424 | 1,466 | |||||||||||||||||||||||||
Segment site rental gross margin(c) | 1,964 | 909 | 2,873 | 1,879 | 849 | 2,728 | |||||||||||||||||||||||||
Segment services and other gross margin(c) | 56 | 4 | 60 | 138 | 5 | 143 | |||||||||||||||||||||||||
Segment selling, general and administrative expenses(b) | 71 | 137 | 208 | 73 | 147 | 220 | |||||||||||||||||||||||||
Segment operating profit(c) | 1,949 | 776 | 2,725 | 1,944 | 707 | 2,651 | |||||||||||||||||||||||||
Other selling, general and administrative expenses(b) | $ | 198 | 198 | $ | 168 | 168 | |||||||||||||||||||||||||
Stock-based compensation expense | 106 | 106 | 90 | 90 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion | 1,207 | 1,207 | 1,175 | 1,175 | |||||||||||||||||||||||||||
Interest expense and amortization of deferred financing costs | 521 | 521 | 510 | 510 | |||||||||||||||||||||||||||
Other (income) expenses to reconcile to income (loss) before income taxes(d) | 129 | 129 | 41 | 41 | |||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 564 | $ | 667 | |||||||||||||||||||||||||||
FIBER SEGMENT SITE RENTAL REVENUES SUMMARY | |||||||||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
(dollars in millions) | Fiber Solutions | Small Cells | Total | Fiber Solutions | Small Cells | Total | |||||||||||||||||
Site rental revenues | $ | 950 | $ | 406 | $ | 1,356 | $ | 921 | $ | 346 | $ | 1,267 | |||||||||||
(a) | Exclusive of depreciation, amortization and accretion shown separately. |
(b) | Segment cost of operations excludes (1) stock-based compensation expense of $19 million and $21 million for the nine months ended September 30, 2020 and 2019, respectively and (2) prepaid lease purchase price adjustments of $14 million and $15 million for the nine months ended September 30, 2020 and 2019, respectively. Selling, general and administrative expenses exclude stock-based compensation expense of $87 million and $69 million for the Nine Months Ended September 30, 2020 and 2019, respectively. |
(c) See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of segment site rental gross margin, segment services and other gross margin and segment operating profit.
(d) | See condensed consolidated statement of operations for further information. |
(e) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
14
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
FFO AND AFFO RECONCILIATIONS | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(amounts in millions, except per share amounts) | 2020 | 2019 | 2020 | 2019 | |||||||||||
(As Restated)(f) | (As Restated)(f) | ||||||||||||||
Net income (loss) | $ | 163 | $ | 242 | $ | 548 | $ | 652 | |||||||
Real estate related depreciation, amortization and accretion | 393 | 374 | 1,167 | 1,133 | |||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | |||||||||||
Dividends/distributions on preferred stock | (28 | ) | (28 | ) | (85 | ) | (85 | ) | |||||||
FFO(a)(b)(c)(d) | $ | 531 | $ | 593 | $ | 1,640 | $ | 1,714 | |||||||
Weighted-average common shares outstanding—diluted(e) | 429 | 418 | 422 | 418 | |||||||||||
FFO per share(a)(b)(c)(d)(e) | $ | 1.24 | $ | 1.42 | $ | 3.89 | $ | 4.11 | |||||||
FFO (from above) | $ | 531 | $ | 593 | $ | 1,640 | $ | 1,714 | |||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||
Straight-lined revenue | (4 | ) | (22 | ) | (27 | ) | (62 | ) | |||||||
Straight-lined expense | 21 | 24 | 61 | 70 | |||||||||||
Stock-based compensation expense | 33 | 29 | 106 | 90 | |||||||||||
Non-cash portion of tax provision | (7 | ) | 1 | 3 | 2 | ||||||||||
Non-real estate related depreciation, amortization and accretion | 13 | 14 | 40 | 42 | |||||||||||
Amortization of non-cash interest expense | 1 | — | 4 | 1 | |||||||||||
Other (income) expense | 3 | 5 | 3 | 6 | |||||||||||
(Gains) losses on retirement of long-term obligations | 95 | — | 95 | 2 | |||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | |||||||||||
Sustaining capital expenditures | (20 | ) | (29 | ) | (64 | ) | (80 | ) | |||||||
AFFO(a)(b)(c)(d) | $ | 668 | $ | 617 | $ | 1,870 | $ | 1,794 | |||||||
Weighted-average common shares outstanding—diluted(e) | 429 | 418 | 422 | 418 | |||||||||||
AFFO per share(a)(b)(c)(d)(e) | $ | 1.56 | $ | 1.47 | $ | 4.43 | $ | 4.29 | |||||||
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Attributable to CCIC common stockholders. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | For all periods prior to those ended September 30, 2020, the diluted weighted-average common shares outstanding does not include any assumed conversions of preferred stock in the share count. |
(f) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
15
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
(dollars in millions) | 2020 | 2019 | ||||||||||
(As Restated)(a) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 548 | $ | 652 | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||||||||||
Depreciation, amortization and accretion | 1,207 | 1,175 | ||||||||||
(Gains) losses on retirement of long-term obligations | 95 | 2 | ||||||||||
Amortization of deferred financing costs and other non-cash interest, net | 4 | 1 | ||||||||||
Stock-based compensation expense | 108 | 91 | ||||||||||
Asset write-down charges | 10 | 13 | ||||||||||
Deferred income tax (benefit) provision | 2 | 2 | ||||||||||
Other non-cash adjustments, net | 4 | 4 | ||||||||||
Changes in assets and liabilities, excluding the effects of acquisitions: | ||||||||||||
Increase (decrease) in liabilities | (29 | ) | 178 | |||||||||
Decrease (increase) in assets | 121 | (228 | ) | |||||||||
Net cash provided by (used for) operating activities | 2,070 | 1,890 | ||||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (1,238 | ) | (1,537 | ) | ||||||||
Payments for acquisitions, net of cash acquired | (86 | ) | (15 | ) | ||||||||
Other investing activities, net | (12 | ) | 3 | |||||||||
Net cash provided by (used for) investing activities | (1,336 | ) | (1,549 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of long-term debt | 3,733 | 1,895 | ||||||||||
Principal payments on debt and other long-term obligations | (80 | ) | (59 | ) | ||||||||
Purchases and redemptions of long-term debt | (2,490 | ) | (12 | ) | ||||||||
Borrowings under revolving credit facility | 2,140 | 1,585 | ||||||||||
Payments under revolving credit facility | (2,145 | ) | (2,270 | ) | ||||||||
Net borrowings (repayments) under commercial paper program | (80 | ) | — | |||||||||
Payments for financing costs | (38 | ) | (24 | ) | ||||||||
Purchases of common stock | (75 | ) | (44 | ) | ||||||||
Dividends/distributions paid on common stock | (1,531 | ) | (1,415 | ) | ||||||||
Dividends/distributions paid on preferred stock | (85 | ) | (85 | ) | ||||||||
Net cash provided by (used for) financing activities | (651 | ) | (429 | ) | ||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 83 | (88 | ) | |||||||||
Effect of exchange rate changes on cash | — | — | ||||||||||
Cash, cash equivalents, and restricted cash at beginning of period | 338 | 413 | ||||||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 421 | $ | 325 | ||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Interest paid | 564 | 547 | ||||||||||
Income taxes paid | 13 | 13 | ||||||||||
(a) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
16
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
COMPONENTS OF CHANGES IN SITE RENTAL REVENUES | |||||||
Three Months Ended September 30, | |||||||
(dollars in millions) | 2020 | 2019 | |||||
(As Restated)(g) | |||||||
Components of changes in site rental revenues(a): | |||||||
Prior year site rental revenues exclusive of straight-lined revenues associated with fixed escalators(b)(c) | $ | 1,265 | $ | 1,188 | |||
New leasing activity(b)(c) | 93 | 99 | |||||
Escalators | 23 | 22 | |||||
Non-renewals | (46 | ) | (44 | ) | |||
Organic Contribution to Site Rental Revenues(d) | 70 | 77 | |||||
Impact from straight-lined revenues associated with fixed escalators | 4 | 22 | |||||
Acquisitions(e) | — | — | |||||
Other | — | — | |||||
Total GAAP site rental revenues | $ | 1,339 | $ | 1,287 | |||
Year-over-year changes in revenue: | |||||||
Reported GAAP site rental revenues | 4.0 | % | |||||
Organic Contribution to Site Rental Revenues(d)(f) | 5.5 | % | |||||
SUMMARY OF SITE RENTAL STRAIGHT-LINED REVENUES AND EXPENSES ASSOCIATED WITH FIXED ESCALATORS(h) | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
(dollars in millions) | Towers | Fiber | Total | Towers | Fiber | Total | |||||||||||||||||
Site rental straight-lined revenues | $ | 1 | $ | 3 | $ | 4 | $ | 21 | $ | 1 | $ | 22 | |||||||||||
Site rental straight-lined expenses | 21 | — | 21 | 23 | 1 | 24 | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
(dollars in millions) | Towers | Fiber | Total | Towers | Fiber | Total | |||||||||||||||||
Site rental straight-lined revenues | $ | 21 | $ | 6 | $ | 27 | $ | 61 | $ | 1 | $ | 62 | |||||||||||
Site rental straight-lined expenses | 60 | 1 | 61 | 67 | 3 | 70 | |||||||||||||||||
(a) | See additional information herein regarding Crown Castle's site rental revenues, including projected revenues from tenant licenses, straight-lined revenues and prepaid rent. |
(b) | Includes revenues from amortization of prepaid rent in accordance with GAAP. |
(c) | Includes revenues from the construction of new small cell nodes, exclusive of straight-lined revenues related to fixed escalators. |
(d) | See "Definitions of Non-GAAP Measures, Segment Measures and Other Calculations" for a discussion of our definition of Organic Contribution to Site Rental Revenues. |
(e) | Represents the initial contribution of recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Revenues until the one-year anniversary of the acquisition. |
(f) | Calculated as the percentage change from prior year site rental revenues, exclusive of straight-lined revenues associated with fixed escalations, compared to Organic Contribution to Site Rental Revenues for the current period. |
(g) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(h) | In accordance with GAAP accounting, if payment terms call for fixed escalations or rent free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the contract. Since the Company recognizes revenue on a straight-line basis, a portion of the site rental revenue in a given period represents cash collected or contractually collectible in other periods. |
SUMMARY OF PREPAID RENT ACTIVITY(a) | |||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
(As Restated)(b) | |||||||||||||||||||||||
(dollars in millions) | Towers | Fiber | Total | Towers | Fiber | Total | |||||||||||||||||
Prepaid rent additions | $ | 46 | $ | 72 | $ | 118 | $ | 107 | $ | 70 | $ | 177 | |||||||||||
Amortization of prepaid rent | 75 | 56 | 131 | 66 | 50 | 116 | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||
(As Restated)(b) | |||||||||||||||||||||||
(dollars in millions) | Towers | Fiber | Total | Towers | Fiber | Total | |||||||||||||||||
Prepaid rent additions | $ | 167 | $ | 185 | $ | 352 | $ | 291 | $ | 191 | $ | 482 | |||||||||||
Amortization of prepaid rent | 222 | 164 | 386 | 186 | 150 | 336 | |||||||||||||||||
17
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY OF CAPITAL EXPENDITURES | |||||||||||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||||||||||
2020 | 2019 | ||||||||||||||||||||||||||||||
(dollars in millions) | Towers | Fiber | Other | Total | Towers | Fiber | Other | Total | |||||||||||||||||||||||
Discretionary: | |||||||||||||||||||||||||||||||
Purchases of land interests | $ | 12 | $ | — | $ | — | $ | 12 | $ | 18 | $ | — | $ | — | $ | 18 | |||||||||||||||
Communications infrastructure improvements and other capital projects | 61 | 274 | 10 | 345 | 119 | 371 | — | 490 | |||||||||||||||||||||||
Sustaining | 3 | 13 | 4 | 20 | 8 | 11 | 10 | 29 | |||||||||||||||||||||||
Integration | — | — | — | — | — | — | 2 | 2 | |||||||||||||||||||||||
Total | $ | 76 | $ | 287 | $ | 14 | $ | 377 | $ | 145 | $ | 382 | $ | 12 | $ | 539 | |||||||||||||||
PROJECTED REVENUES FROM TENANT CONTRACTS(c) | ||||||||||||
Years Ending December 31, | ||||||||||||
(as of September 30, 2020; dollars in millions) | 2021 | 2022 | 2023 | 2024 | ||||||||
Components of site rental revenues: | ||||||||||||
Site rental revenues exclusive of straight-line associated with fixed escalators | $ | 5,440 | $ | 5,531 | $ | 5,576 | $ | 5,577 | ||||
Straight-lined site rental revenues associated with fixed escalators | (88 | ) | (169 | ) | (179 | ) | (153 | ) | ||||
GAAP site rental revenues | $ | 5,352 | $ | 5,362 | $ | 5,397 | $ | 5,424 | ||||
(a) | Reflects up-front consideration from long-term tenants and other deferred credits (commonly referred to as prepaid rent), and the amortization thereof for GAAP revenue recognition purposes. |
(b) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(c) | Based on tenant licenses as of September 30, 2020. All tenant licenses are assumed to renew for a new term no later than the respective current term end date, and as such, projected revenues does not reflect the impact of estimated annual churn. CPI-linked tenant contracts are assumed to escalate at 3% per annum. |
PROJECTED GROUND LEASE EXPENSES FROM EXISTING GROUND LEASES(a) | ||||||||||||
Years Ending December 31, | ||||||||||||
(as of September 30, 2020; dollars in millions) | 2021 | 2022 | 2023 | 2024 | ||||||||
Components of ground lease expenses: | ||||||||||||
Ground lease expenses exclusive of straight-line associated with fixed escalators | $ | 903 | $ | 923 | $ | 943 | $ | 962 | ||||
Straight-lined site rental ground lease expenses associated with fixed escalators | 66 | 53 | 41 | 30 | ||||||||
GAAP ground lease expenses | $ | 969 | $ | 976 | $ | 984 | $ | 992 | ||||
ANNUALIZED RENTAL CASH PAYMENTS AT TIME OF RENEWAL(b) | ||||
Years Ending December 31, | ||||
(as of September 30, 2020; dollars in millions) | 2021 | 2022 | 2023 | 2024 |
AT&T | $30 | $29 | $342 | $23 |
T-Mobile(c) | 50 | 381 | 263 | 78 |
Verizon | 41 | 43 | 48 | 507 |
All Others Combined | 217 | 169 | 169 | 79 |
Total | $338 | $622 | $822 | $687 |
CONSOLIDATED TENANT OVERVIEW | |||
(as of September 30, 2020) | Percentage of Q3 2020 LQA Site Rental Revenues | Weighted Average Current Term Remaining(d) | Long-Term Credit Rating (S&P / Moody’s) |
T-Mobile(c) | 35% | 5 | BB / Ba2 |
AT&T | 22% | 6 | BBB / Baa2 |
Verizon | 18% | 5 | BBB+ / Baa1 |
All Others Combined | 25% | 3 | N/A |
Total / Weighted Average | 100% | 5 | |
FIBER SOLUTIONS REVENUE MIX | |
(as of September 30, 2020) | Percentage of Q3 2020 LQA Site Rental Revenues |
Carrier(e) | 40% |
Education | 13% |
Healthcare | 10% |
Financial Services | 10% |
Other | 27% |
Total | 100% |
(a) | Based on existing ground leases as of September 30, 2020. CPI-linked leases are assumed to escalate at 3% per annum. |
(b) | Reflects lease renewals by year by tenant; dollar amounts represent annualized cash site rental revenues from assumed renewals or extension as reflected in the table "Projected Revenues from Tenant Contracts." |
(c) | Includes revenues derived from Sprint. T-Mobile and Sprint completed their merger on April 1, 2020. |
(d) | Weighted by site rental revenue contributions; excludes renewals at the tenants' option. |
(e) | Includes revenues derived from both wireless carriers and wholesale carriers. |
18
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SEGMENT CASH YIELDS ON INVESTED CAPITAL(a) | |||||||
Q3 2020 LQA | |||||||
(as of September 30, 2020; dollars in millions) | Towers | Fiber | |||||
Segment site rental gross margin(b) | $ | 2,644 | $ | 1,268 | |||
Less: Amortization of prepaid rent | (300 | ) | (224 | ) | |||
Less: Site rental straight-lined revenues | (4 | ) | (12 | ) | |||
Add: Site rental straight-lined expenses | 84 | — | |||||
Add: Indirect labor costs(c) | — | 96 | |||||
Numerator | $ | 2,424 | $ | 1,128 | |||
Segment net investment in property and equipment(d) | $ | 12,885 | $ | 7,015 | |||
Segment investment in site rental contracts and tenant relationships | 4,500 | 3,287 | |||||
Segment investment in goodwill(e) | 5,351 | 4,073 | |||||
Segment net invested capital(a) | $ | 22,736 | $ | 14,375 | |||
Segment Cash Yield on Invested Capital(a) | 10.7 | % | 7.8 | % | |||
CONSOLIDATED RETURN ON INVESTED CAPITAL(a) | |||
(as of September 30, 2020; dollars in millions) | Q3 2020 LQA | ||
Adjusted EBITDA(f) | $ | 3,532 | |
Less: Cash taxes | (46 | ) | |
Numerator | $ | 3,486 | |
Historical gross investment in property and equipment(g) | $ | 24,505 | |
Historical gross investment in site rental contracts and tenant relationships | 7,787 | ||
Historical gross investment in goodwill | 10,078 | ||
Consolidated invested capital(a) | $ | 42,370 | |
Consolidated Return on Invested Capital(a) | 8.2 | % | |
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information on, and definition and our calculation of segment cash yields on invested capital, segment net invested capital, consolidated return on invested capital and consolidated invested capital. |
(b) | See "Segment Operating Results" and "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for further information on, and definition and our calculation of segment site rental gross margin. |
(c) | This adjustment represents indirect labor costs in the Fiber segment that are not capitalized, but that primarily support the Company's ongoing expansion of its small cells and fiber networks that management expects to generate future revenues for the Company. Removal of these indirect labor costs presents segment cash yield on invested capital on a direct cost basis, consistent with the methodology used by management when evaluating project-level investment opportunities. |
(d) | Segment investment in property and equipment excludes the impact of construction in process and non-productive assets (such as information technology assets and buildings) and is reduced by the amount of prepaid rent received from customers (excluding any deferred credits recorded in connection with acquisitions). |
(e) | Segment investment in goodwill excludes the impact of certain assets and liabilities recorded in connection with acquisitions (primarily deferred credits). |
(f) | See "Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures and Other Calculations" for further information and reconciliation of this non-GAAP financial measure to net income (loss). See also "Non-GAAP Financial Measures, Segment Measures and Other Calculations" in the Appendix for a discussion of our definition of Adjusted EBITDA. |
(g) | Historical gross investment in property and equipment excludes the impact of construction in process. |
19
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
SUMMARY OF TOWER PORTFOLIO BY VINTAGE(a) | |
(as of September 30, 2020; dollars in thousands) | |
CASH YIELD(b) | NUMBER OF TENANTS PER TOWER |
LQA CASH SITE RENTAL REVENUE PER TOWER(b) | LQA TOWERS SEGMENT SITE RENTAL GROSS CASH MARGIN PER TOWER(b) |
NET INVESTED CAPITAL PER TOWER(e) | NUMBER OF TOWERS |
(a) | All tower portfolio figures are calculated exclusively for the Company’s towers and rooftops and do not give effect to other activities within the Company’s Towers segment. |
(b) | Yield is calculated as LQA Towers segment site rental gross margin, exclusive of straight-lined revenues and amortization of prepaid rent, divided by invested capital net of the amount of prepaid rent received from customers. |
(c) | Exclusive of straight-lined revenues and amortization of prepaid rent. |
(d) | Exclusive of straight-lined revenues, amortization of prepaid rent, and straight-lined expenses. |
(e) | Reflects gross total assets (including incremental capital invested by the Company since time of acquisition or construction completion), less any prepaid rent. Inclusive of invested capital related to land at the tower site. |
20
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
TOWER PORTFOLIO OVERVIEW(a) | ||
(as of September 30, 2020; dollars in thousands) | ||
NUMBER OF TOWERS | TENANTS PER TOWER | LQA CASH SITE RENTAL REVENUE PER TOWER(b) |
(a) | All tower portfolio figures are calculated exclusively for the Company’s towers and rooftops and do not give effect to other activities within the Company’s Towers segment. |
(b) | Exclusive of straight-lined revenues and amortization of prepaid rent. |
21
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
DISTRIBUTION OF TOWER TENANCY (as of September 30, 2020)(a) | |||||
PERCENTAGE OF TOWERS BY TENANTS PER TOWER | |||||
SITES ACQUIRED AND BUILT 2006 AND PRIOR | SITES ACQUIRED AND BUILT 2007 TO PRESENT | ||||
Average: | Average: |
GEOGRAPHIC TOWER DISTRIBUTION (as of September 30, 2020)(a) | |
PERCENTAGE OF TOWERS BY GEOGRAPHIC LOCATION | PERCENTAGE OF LQA CASH SITE RENTAL REVENUE BY GEOGRAPHIC LOCATION(b) |
(a) | All tower portfolio figures are calculated exclusively for the Company’s towers and rooftops and do not give effect to other activities within the Company’s Towers segment. |
(b) | Exclusive of straight-lined revenues and amortization of prepaid rent. |
22
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
GROUND INTEREST OVERVIEW | ||||||||||||||||
(as of September 30, 2020; dollars in millions) | LQA Cash Site Rental Revenues(a) | Percentage of LQA Cash Site Rental Revenues(a) | LQA Towers Segment Site Rental Gross Cash Margin(b) | Percentage of LQA Towers Segment Site Rental Gross Cash Margin(b) | Number of Towers(c) | Percentage of Towers | Weighted Average Term Remaining (by years)(d) | |||||||||
Less than 10 years | $ | 327 | 10 | % | $ | 174 | 8 | % | 5,080 | 13 | % | |||||
10 to 20 years | 414 | 13 | % | 242 | 10 | % | 6,129 | 15 | % | |||||||
Greater than 20 years | 1,375 | 45 | % | 988 | 42 | % | 17,951 | 45 | % | |||||||
Total leased | $ | 2,116 | 68 | % | $ | 1,404 | 60 | % | 29,160 | 73 | % | 36 | ||||
Owned | $ | 1,011 | 32 | % | $ | 948 | 40 | % | 10,968 | 27 | % | |||||
Total / Average | $ | 3,127 | 100 | % | $ | 2,352 | 100 | % | 40,128 | 100 | % | |||||
GROUND INTEREST ACTIVITY | |||||||
(dollars in millions) | Three Months Ended September 30, 2020 | Nine Months Ended September 30, 2020 | |||||
Ground Extensions Under Crown Castle Towers: | |||||||
Number of ground leases extended | 259 | 740 | |||||
Average number of years extended | 33 | 33 | |||||
Percentage increase in consolidated cash ground lease expense due to extension activities(e) | 0.1 | % | 0.1 | % | |||
Ground Purchases Under Crown Castle Towers: | |||||||
Number of ground leases purchased | 50 | 141 | |||||
Ground lease purchases (including capital expenditures, acquisitions and installment purchases) | $ | 16 | $ | 56 | |||
Percentage of Towers segment site rental gross margin from towers residing on land purchased | <1% | <1% | |||||
(a) | Exclusive of straight-lined revenues and amortization of prepaid rent. |
(b) | Exclusive of straight-lined revenues, amortization of prepaid rent, and straight-lined expenses. |
(c) | Excludes small cells, fiber and third-party land interests. |
(d) | Includes all renewal terms at the Company's option; weighted by Towers segment site rental gross margin exclusive of straight-lined revenues, amortization of prepaid rent, and straight-lined expenses. |
(e) | Includes the impact from the amortization of lump sum payments. |
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CAPITALIZATION OVERVIEW | |||||||
(As of September 30 2020; dollars in millions) | Face Value | Fixed vs. Variable | Interest Rate(a) | Net Debt to LQA Adjusted EBITDA(b) | Maturity | ||
Cash, cash equivalents and restricted cash | $ | 421 | |||||
3.849% Secured Notes | 1,000 | Fixed | 3.9% | 2023 | |||
Senior Secured Notes, Series 2009-1, Class A-2 | 62 | Fixed | 9.0% | 2029 | |||
Senior Secured Tower Revenue Notes, Series 2015-1(c) | 300 | Fixed | 3.2% | 2042(c) | |||
Senior Secured Tower Revenue Notes, Series 2018-1(c) | 250 | Fixed | 3.7% | 2043(c) | |||
Senior Secured Tower Revenue Notes, Series 2015-2(c) | 700 | Fixed | 3.7% | 2045(c) | |||
Senior Secured Tower Revenue Notes, Series 2018-2(c) | 750 | Fixed | 4.2% | 2048(c) | |||
Finance leases & other obligations | 228 | Various | Various | Various | |||
Total secured debt | $ | 3,290 | 3.9% | 0.9x | |||
2016 Revolver(d) | 520 | Variable | 1.2% | 2024 | |||
2016 Term Loan A | 2,268 | Variable | 1.3% | 2024 | |||
Commercial Paper Notes(e) | 75 | Variable | 0.5% | 2020 | |||
5.250% Senior Notes | 1,650 | Fixed | 5.3% | 2023 | |||
3.150% Senior Notes | 750 | Fixed | 3.2% | 2023 | |||
3.200% Senior Notes | 750 | Fixed | 3.2% | 2024 | |||
1.350% Senior Notes | 500 | Fixed | 1.4% | 2025 | |||
4.450% Senior Notes | 900 | Fixed | 4.5% | 2026 | |||
3.700% Senior Notes | 750 | Fixed | 3.7% | 2026 | |||
4.000% Senior Notes | 500 | Fixed | 4.0% | 2027 | |||
3.650% Senior Notes | 1,000 | Fixed | 3.7% | 2027 | |||
3.800% Senior Notes | 1,000 | Fixed | 3.8% | 2028 | |||
4.300% Senior Notes | 600 | Fixed | 4.3% | 2029 | |||
3.100% Senior Notes | 550 | Fixed | 3.1% | 2029 | |||
3.300% Senior Notes | 750 | Fixed | 3.3% | 2030 | |||
2.250% Senior Notes | 1,100 | Fixed | 2.3% | 2031 | |||
4.750% Senior Notes | 350 | Fixed | 4.8% | 2047 | |||
5.200% Senior Notes | 400 | Fixed | 5.2% | 2049 | |||
4.000% Senior Notes | 350 | Fixed | 4.0% | 2049 | |||
4.150% Senior Notes | 500 | Fixed | 4.2% | 2050 | |||
3.250% Senior Notes | 900 | Fixed | 3.3% | 2051 | |||
Total unsecured debt | $ | 16,163 | 3.3% | 4.6x | |||
Total net debt | $ | 19,032 | 3.4% | 5.4x | |||
Market Capitalization(f) | 71,811 | ||||||
Firm Value(g) | $ | 90,843 | |||||
(a) | Represents the weighted-average stated interest rate, as applicable. |
(b) | Represents the applicable amount of debt divided by LQA consolidated Adjusted EBITDA. See the "Net debt to Last Quarter Annualized Adjusted EBITDA calculation" in the Appendix. |
(c) | If the respective series of such debt is not paid in full on or prior to an applicable date, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series, and additional interest (of an additional approximately 5% per annum) will accrue on the respective series. The Senior Secured Tower Revenue Notes, Series 2015-1 and 2015-2 have anticipated repayment dates in 2022 and 2025, respectively. The Senior Secured Tower Revenue Notes, 2018-1 and 2018-2 have anticipated repayment dates in 2023 and 2028, respectively. Notes are prepayable at par if voluntarily repaid six months or less prior to maturity; earlier prepayment may require additional consideration. |
(d) | As of September 30, 2020, the undrawn availability under the $5.0 billion 2016 Revolver was $4.4 billion. |
(e) | As of September 30, 2020, the Company had $925 million available for issuance under the $1.0 billion unsecured commercial paper program ("CP Program"). The maturities of commercial paper notes under the CP Program, when outstanding, may vary but may not exceed 397 days from the date of issue. |
(f) | Market capitalization calculated based on $166.50 closing price and 431 million shares outstanding as of September 30, 2020. |
(g) | Represents the sum of net debt and market capitalization. |
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DEBT MATURITY OVERVIEW(a)(b) |
(as of September 30, 2020; dollars in millions)
(a) | Where applicable, maturities reflect the Anticipated Repayment Date as defined in the respective debt agreement; excludes finance leases and other obligations; amounts presented at face value, net of repurchases held at CCIC. |
(b) | Debt maturities reflected in 2H 2020 are predominantly comprised of $75 million outstanding in commercial paper notes. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time. |
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LIQUIDITY OVERVIEW(a) | |||
(dollars in millions) | September 30, 2020 | ||
Cash, cash equivalents, and restricted cash(b) | $ | 421 | |
Undrawn 2016 Revolver availability(c) | 4,447 | ||
Debt and other long-term obligations | 19,304 | ||
Total equity | 9,502 | ||
(a) | In addition, we have the following sources of liquidity: |
i. | In April 2018, we established an at-the-market stock offering program ("ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. No shares of common stock have been sold under the ATM Program. |
ii. | In April 2019, we established a CP Program through which we may issue short term, unsecured commercial paper notes ("CP Notes"). Amounts available under the CP Program may be issued, repaid and re-issued from time to time, with the aggregate principal amount of CP Notes outstanding under the CP Program at any time not to exceed $1.0 billion. As of September 30, 2020, there were $75 million of CP Notes outstanding under our CP Program. We intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of CP Notes outstanding at any point in time. |
(b) | Inclusive of $5 million included within "Long-term prepaid rent and other assets, net" on our condensed consolidated balance sheet. |
(c) | Availability at any point in time is subject to reaffirmation of the representations and warranties in, and there being no default under, the credit agreement governing our 2016 Revolver. |
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SUMMARY OF MAINTENANCE AND FINANCIAL COVENANTS | |||||
Debt | Borrower / Issuer | Covenant(a) | Covenant Level Requirement | As of September 30, 2020 | |
Maintenance Financial Covenants(b) | |||||
2016 Credit Facility | CCIC | Total Net Leverage Ratio | ≤ 6.50x | 5.7x | |
2016 Credit Facility | CCIC | Total Senior Secured Leverage Ratio | ≤ 3.50x | 0.9x | |
2016 Credit Facility | CCIC | Consolidated Interest Coverage Ratio(c) | N/A | N/A | |
Restrictive Negative Financial Covenants | |||||
Financial covenants restricting ability to incur additional debt | |||||
2012 Secured Notes | CC Holdings GS V LLC and Crown Castle GS III Corp. | Debt to Adjusted Consolidated Cash Flow Ratio | ≤ 3.50x | 2.1x | |
Financial covenants requiring excess cash flows to be deposited in a cash trap reserve account and not released | |||||
2015 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | > 1.75x | (d) | 11.1x |
2018 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | > 1.75x | (d) | 11.1x |
2009 Securitized Notes | Pinnacle Towers Acquisition Holdings LLC and its Subsidiaries | Debt Service Coverage Ratio | > 1.30x | (d) | 13.0x |
Financial covenants restricting ability of relevant issuer to issue additional notes under the applicable indenture | |||||
2015 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | ≥ 2.00x | (e) | 11.1x |
2018 Tower Revenue Notes | Crown Castle Towers LLC and its Subsidiaries | Debt Service Coverage Ratio | ≥ 2.00x | (e) | 11.1x |
2009 Securitized Notes | Pinnacle Towers Acquisition Holdings LLC and its Subsidiaries | Debt Service Coverage Ratio | ≥ 2.34x | (e) | 13.0x |
(a) | As defined in the respective debt agreement. In the indentures for the 2015 Tower Revenue Notes, 2018 Tower Revenue Notes and the 2009 Securitized Notes, the defined term for Debt Service Coverage Ratio is "DSCR." |
(b) | Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the credit agreement governing our 2016 Credit Facility. |
(c) | Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50. |
(d) | The 2015 Tower Revenue Notes, 2018 Tower Revenue Notes and 2009 Securitized Notes also include the potential for amortization events, which could result in applying current and future cash flow to the prepayment of debt with applicable prepayment consideration. An amortization event occurs when the Debt Service Coverage Ratio falls below 1.45x, 1.45x or 1.15x, in each case as described under the indentures for the 2015 Tower Revenue Notes, 2018 Tower Revenue Notes or 2009 Securitized Notes, respectively. |
(e) | Rating Agency Confirmation (as defined in the respective debt agreement) is also required. |
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INTEREST RATE SENSITIVITY(a)(b) | ||||||
Years Ending December 31, | ||||||
(as of September 30, 2020; dollars in millions) | 2021 | 2022 | ||||
Fixed Rate Debt: | ||||||
Face Value of Principal Outstanding(c) | $ | 16,352 | $ | 16,345 | ||
Current Interest Payment Obligations(d) | 617 | 616 | ||||
Effect of 0.125% Change in Interest Rates(e) | — | — | ||||
Floating Rate Debt: | ||||||
Face Value of Principal Outstanding(c) | $ | 2,760 | $ | 2,643 | ||
Current Interest Payment Obligations(f) | 36 | 34 | ||||
Effect of 0.125% Change in Interest Rates(g) | 4 | 3 | ||||
(a) | Excludes finance leases and other obligations. |
(b) | Excludes the commitment fee the Company pays on the undrawn available amount under the 2016 Revolver. The commitment fee ranges from 0.125% to 0.350%, based on the Company's senior unsecured debt rating, per annum. |
(c) | Face value, net of required amortizations; assumes no maturity or balloon principal payments; excludes finance leases. |
(d) | Interest expense calculated based on current interest rates. |
(e) | Interest expense calculated based on current interest rates until the sooner of the (1) stated maturity date or (2) the Anticipated Repayment Date, at which time the face value amount outstanding of such indebtedness is refinanced at current interest rates as of September 30, 2020, plus 12.5 bps. |
(f) | Interest expense calculated based on current interest rates as of September 30, 2020. Calculation assumes no changes to future interest rate margin spread over LIBOR due to changes in the borrower’s senior unsecured credit rating. |
(g) | Interest expense calculated based on current interest rates as of September 30, 2020, plus 12.5 bps. |
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DEFINITIONS |
Non-GAAP Financial Measures, Segment Measures and Other Calculations
This Supplement includes presentations of Adjusted EBITDA, Adjusted Funds from Operations ("AFFO"), including per share amounts, Funds from Operations ("FFO"), including per share amounts, and Organic Contribution to Site Rental Revenues, which are non-GAAP financial measures. These non-GAAP financial measures are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles ("GAAP")).
Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies, including other companies in the communications infrastructure sector or other REITs. Our definition of FFO is consistent with guidelines from the National Association of Real Estate Investment Trusts with the exception of the impact of income taxes in periods prior to our REIT conversion in 2014.
In addition to the non-GAAP financial measures used herein, we also provide Segment Site Rental Gross Margin, Segment Services and Other Gross Margin and Segment Operating Profit, which are key measures used by management to evaluate our operating segments. These segment measures are provided pursuant to GAAP requirements related to segment reporting. In addition, we provide the components of certain GAAP measures, such as capital expenditures.
Our non-GAAP financial measures are presented as additional information because management believes these measures are useful indicators of the financial performance of our business. Among other things, management believes that:
• | Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the communications infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. |
• | AFFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock (in periods where applicable)) and (2) sustaining capital expenditures, and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment. |
• | FFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations. |
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• | Organic Contribution to Site Rental Revenues is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses the Organic Contribution to Site Rental Revenues to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, new leasing activities and tenant non-renewals in our core business, as well to forecast future results. Organic Contribution to Site Rental Revenues is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP. |
• | Consolidated Return on Invested Capital and Segment Cash Yield are useful to investors or other interested parties in evaluating the financial performance of our assets. Management believes that these metrics are useful in assessing our efficiency at allocating capital to generate returns over time. Consolidated Return on Invested Capital and Segment Cash Yield are not meant as alternatives to GAAP measures such as revenues, operating income, Segment Site Rental Gross Margin, and certain asset classes (such as property and equipment, site rental contracts and tenant relationships, and goodwill) computed in accordance with GAAP. Such non-GAAP metrics should be considered only as a supplement in understanding and assessing the performance of our assets. |
We define our non-GAAP financial measures, segment measures and other calculations as follows:
Non-GAAP Financial Measures
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, cumulative effect of a change in accounting principle, (income) loss from discontinued operations and stock-based compensation expense.
Adjusted Funds from Operations. We define Adjusted Funds from Operations as FFO before straight-lined revenue, straight-lined expense, stock-based compensation expense, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, acquisition and integration costs, and adjustments for noncontrolling interests, and less sustaining capital expenditures.
FFO per share. We define FFO per share as FFO divided by the diluted weighted-average common shares outstanding.
Funds from Operations. We define Funds from Operations as net income plus real estate related depreciation, amortization and accretion and asset write-down charges, less noncontrolling interest and cash paid for preferred stock dividends (in periods where applicable), and is a measure of funds from operations attributable to CCIC common stockholders.
FFO per share. We define FFO per share as FFO divided by the diluted weighted-average common shares outstanding.
Organic Contribution to Site Rental Revenues. We define the Organic Contribution to Site Rental Revenues as the sum of the change in GAAP site rental revenues related to (1) new leasing activity, including revenues from the construction of small cells and the impact of prepaid rent, (2) escalators and less (3) non-renewals of tenant contracts.
Consolidated Invested Capital. We define Consolidated Invested Capital as gross investment in 1) property and equipment (excluding construction in process), 2) site rental contracts and tenant relationships, and 3) goodwill.
Consolidated Return on Invested Capital. We define Return on Invested Capital as Adjusted EBITDA less cash taxes divided by Consolidated Invested Capital.
Segment Net Invested Capital. We define Segment Net Invested Capital as gross investment in 1) property and equipment, excluding the impact of construction in process and non-productive assets (such as information technology assets and buildings), reduced by the amount of prepaid rent received from customers (excluding any deferred credits recorded in connection with acquisitions), 2) site rental contracts and tenant relationships, and 3) goodwill, excluding the impact of certain assets and liabilities recorded in connection with acquisitions (primarily deferred credits).
Segment Cash Yield on Invested Capital. We define Segment Cash Yield on Invested Capital as Segment Site Rental Gross Margin adjusted for the impacts of 1) amortization of prepaid rent, 2) straight-lined revenues, 3) straight-lined expenses, and 4) indirect labor costs related to the Fiber segment divided by Segment Net Invested Capital.
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Segment Measures
Segment Site Rental Gross Margin. We define Segment Site Rental Gross Margin as segment site rental revenues less segment site rental cost of operations, excluding stock-based compensation expense and prepaid lease purchase price adjustments recorded in consolidated site rental cost of operations.
Segment Services and Other Gross Margin. We define Segment Services and Other Gross Margin as segment services and other revenues less segment services and other cost of operations, excluding stock-based compensation expense recorded in consolidated services and other cost of operations.
Segment Operating Profit. We define Segment Operating Profit as segment site rental gross margin plus segment services and other gross margin, less selling, general and administrative expenses attributable to the respective segment.
All of these measurements of profit or loss are exclusive of depreciation, amortization and accretion, which are shown separately. Additionally, certain costs are shared across segments and are reflected in our segment measures through allocations that management believes to be reasonable.
Other Calculations
Discretionary capital expenditures. We define discretionary capital expenditures as those capital expenditures made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure. Discretionary capital expenditures also include purchases of land interests (which primarily relates to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects.
Integration capital expenditures. We define integration capital expenditures as those capital expenditures made as a result of integrating acquired companies into our business.
Sustaining capital expenditures. We define sustaining capital expenditures as those capital expenditures not otherwise categorized as either discretionary or integration capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.
The tables set forth on the following pages reconcile certain non-GAAP financial measures used herein to comparable GAAP financial measures. The components in these tables may not sum to the total due to rounding.
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Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures and Other Calculations:
Reconciliation of Historical Adjusted EBITDA:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(dollars in millions) | 2020 | 2019 | 2020 | 2019 | |||||||||||
(As Restated)(a) | (As Restated)(a) | ||||||||||||||
Net income (loss) | $ | 163 | $ | 242 | $ | 548 | $ | 652 | |||||||
Adjustments to increase (decrease) net income (loss): | |||||||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | |||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | |||||||||||
Depreciation, amortization and accretion | 406 | 388 | 1,207 | 1,175 | |||||||||||
Amortization of prepaid lease purchase price adjustments | 5 | 5 | 14 | 15 | |||||||||||
Interest expense and amortization of deferred financing costs(b) | 168 | 173 | 521 | 510 | |||||||||||
(Gains) losses on retirement of long-term obligations | 95 | — | 95 | 2 | |||||||||||
Interest income | — | (2 | ) | (2 | ) | (5 | ) | ||||||||
Other (income) expense | 3 | 5 | 3 | 6 | |||||||||||
(Benefit) provision for income taxes | 5 | 5 | 16 | 15 | |||||||||||
Stock-based compensation expense | 33 | 29 | 106 | 90 | |||||||||||
Adjusted EBITDA(c)(d) | $ | 883 | $ | 853 | $ | 2,527 | $ | 2,483 | |||||||
Reconciliation of Current Outlook for Adjusted EBITDA:
(dollars in millions) | Full Year 2020 Outlook(e) | Full Year 2021 Outlook(e) | |||||
Net income (loss) | $799 | to | $839 | $957 | to | $1,037 | |
Adjustments to increase (decrease) net income (loss): | |||||||
Asset write-down charges | $10 | to | $20 | $15 | to | $25 | |
Acquisition and integration costs | $7 | to | $17 | $0 | to | $8 | |
Depreciation, amortization and accretion | $1,589 | to | $1,639 | $1,615 | to | $1,710 | |
Amortization of prepaid lease purchase price adjustments | $18 | to | $20 | $17 | to | $19 | |
Interest expense and amortization of deferred financing costs(b) | $683 | to | $693 | $663 | to | $708 | |
(Gains) losses on retirement of long-term obligations | $95 | to | $95 | $0 | to | $100 | |
Interest income | $(4) | to | $0 | $(3) | to | $0 | |
Other (income) expense | $2 | to | $4 | $(1) | to | $1 | |
(Benefit) provision for income taxes | $17 | to | $25 | $18 | to | $26 | |
Stock-based compensation expense | $134 | to | $138 | $145 | to | $149 | |
Adjusted EBITDA(c)(d) | $3,409 | to | $3,429 | $3,584 | to | $3,629 | |
(a) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
(b) | See reconciliation of "components of current outlook for interest expense and amortization of deferred financing costs" for a discussion of non-cash interest expense. |
(c) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definition of Adjusted EBITDA. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | As issued on October 21, 2020. |
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Components of Historical Interest Expense and Amortization of Deferred Financing Costs:
Three Months Ended September 30, | |||||||
(dollars in millions) | 2020 | 2019 | |||||
Interest expense on debt obligations | $ | 167 | $ | 173 | |||
Amortization of deferred financing costs and adjustments on long-term debt, net | 6 | 5 | |||||
Other, net | (5 | ) | (5 | ) | |||
Interest expense and amortization of deferred financing costs | $ | 168 | $ | 173 | |||
Components of Current Outlook for Interest Expense and Amortization of Deferred Financing Costs:
(dollars in millions) | Full Year 2020 Outlook(a) | ||
Interest expense on debt obligations | $678 | to | $688 |
Amortization of deferred financing costs and adjustments on long-term debt, net | $21 | to | $26 |
Other, net | $(20) | to | $(15) |
Interest expense and amortization of deferred financing costs | $683 | to | $693 |
(a) | As issued on October 21, 2020. |
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Reconciliation of Historical FFO and AFFO:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(amounts in millions, except per share amounts) | 2020 | 2019 | 2020 | 2019 | |||||||||||
(As Restated)(f) | (As Restated)(f) | ||||||||||||||
Net income (loss) | $ | 163 | $ | 242 | $ | 548 | $ | 652 | |||||||
Real estate related depreciation, amortization and accretion | 393 | 374 | 1,167 | 1,133 | |||||||||||
Asset write-down charges | 3 | 2 | 10 | 13 | |||||||||||
Dividends/distributions on preferred stock | (28 | ) | (28 | ) | (85 | ) | (85 | ) | |||||||
FFO(a)(b)(c)(d) | $ | 531 | $ | 593 | $ | 1,640 | $ | 1,714 | |||||||
Weighted-average common shares outstanding—diluted(e) | 429 | 418 | 422 | 418 | |||||||||||
FFO per share(a)(b)(c)(d)(e) | $ | 1.24 | $ | 1.42 | $ | 3.89 | $ | 4.11 | |||||||
FFO (from above) | $ | 531 | $ | 593 | $ | 1,640 | $ | 1,714 | |||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||
Straight-lined revenue | (4 | ) | (22 | ) | (27 | ) | (62 | ) | |||||||
Straight-lined expense | 21 | 24 | 61 | 70 | |||||||||||
Stock-based compensation expense | 33 | 29 | 106 | 90 | |||||||||||
Non-cash portion of tax provision | (7 | ) | 1 | 3 | 2 | ||||||||||
Non-real estate related depreciation, amortization and accretion | 13 | 14 | 40 | 42 | |||||||||||
Amortization of non-cash interest expense | 1 | — | 4 | 1 | |||||||||||
Other (income) expense | 3 | 5 | 3 | 6 | |||||||||||
(Gains) losses on retirement of long-term obligations | 95 | — | 95 | 2 | |||||||||||
Acquisition and integration costs | 2 | 4 | 9 | 10 | |||||||||||
Sustaining capital expenditures | (20 | ) | (29 | ) | (64 | ) | (80 | ) | |||||||
AFFO(a)(b)(c)(d) | $ | 668 | $ | 617 | $ | 1,870 | $ | 1,794 | |||||||
Weighted-average common shares outstanding—diluted(e) | 429 | 418 | 422 | 418 | |||||||||||
AFFO per share(a)(b)(c)(d)(e) | $ | 1.56 | $ | 1.47 | $ | 4.43 | $ | 4.29 | |||||||
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Attributable to CCIC common stockholders. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | For all periods prior to those ended September 30, 2020, the diluted weighted-average common shares outstanding does not include any assumed conversions of preferred stock in the share count. |
(f) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
34
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Reconciliation of Historical FFO and AFFO:
Year Ended December 31, | |||||||||||||||
(amounts in millions, except per share amounts) | 2019 | 2018 | 2017 | 2016 | |||||||||||
(As Restated)(f) | |||||||||||||||
Net income (loss) | $ | 860 | $ | 622 | $ | 366 | $ | 306 | |||||||
Real estate related depreciation, amortization and accretion | 1,517 | 1,471 | 1,210 | 1,082 | |||||||||||
Asset write-down charges | 19 | 26 | 17 | 35 | |||||||||||
Dividends/distributions on preferred stock | (113 | ) | (113 | ) | (30 | ) | (44 | ) | |||||||
FFO(a)(b)(c)(d) | $ | 2,284 | $ | 2,005 | $ | 1,563 | $ | 1,379 | |||||||
Weighted-average common shares outstanding—diluted(e) | 418 | 415 | 383 | 341 | |||||||||||
FFO per share(a)(b)(c)(d)(e) | $ | 5.47 | $ | 4.83 | $ | 4.08 | $ | 4.04 | |||||||
FFO (from above) | $ | 2,284 | $ | 2,005 | $ | 1,563 | $ | 1,379 | |||||||
Adjustments to increase (decrease) FFO: | |||||||||||||||
Straight-lined revenue | (80 | ) | (72 | ) | — | (47 | ) | ||||||||
Straight-lined expense | 93 | 90 | 93 | 94 | |||||||||||
Stock-based compensation expense | 116 | 108 | 96 | 97 | |||||||||||
Non-cash portion of tax provision | 5 | 2 | 9 | 7 | |||||||||||
Non-real estate related depreciation, amortization and accretion | 55 | 56 | 31 | 27 | |||||||||||
Amortization of non-cash interest expense | 1 | 7 | 9 | 14 | |||||||||||
Other (income) expense | (1 | ) | (1 | ) | (1 | ) | 9 | ||||||||
(Gains) losses on retirement of long-term obligations | 2 | 106 | 4 | 52 | |||||||||||
Acquisition and integration costs | 13 | 27 | 61 | 18 | |||||||||||
Sustaining capital expenditures | (117 | ) | (105 | ) | (85 | ) | (90 | ) | |||||||
AFFO(a)(b)(c)(d) | $ | 2,371 | $ | 2,223 | $ | 1,781 | $ | 1,559 | |||||||
Weighted-average common shares outstanding—diluted(e) | 418 | 415 | 383 | 341 | |||||||||||
AFFO per share(a)(b)(c)(d)(e) | $ | 5.68 | $ | 5.36 | $ | 4.65 | $ | 4.57 | |||||||
(a) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(b) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(c) | Attributable to CCIC common stockholders. |
(d) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(e) | For all periods presented, the diluted weighted-average common shares outstanding does not include any conversions of preferred stock in the share count. |
(f) | See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
35
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Reconciliation of Current Outlook for FFO and AFFO:
(amounts in millions, except per share amounts) | Full Year 2020 Outlook(a) | Full Year 2021 Outlook(a) | |||||
Net income (loss) | $799 | to | $839 | $957 | to | $1,037 | |
Real estate related depreciation, amortization and accretion | $1,541 | to | $1,581 | $1,569 | to | $1,649 | |
Asset write-down charges | $10 | to | $20 | $15 | to | $25 | |
Dividends/distributions on preferred stock | $(85) | to | $(85) | $0 | to | $0 | |
FFO(b)(c)(d)(e) | $2,300 | to | $2,320 | $2,603 | to | $2,648 | |
Weighted-average common shares outstanding—diluted(f) | 425 | 434 | |||||
FFO per share(b)(c)(d)(e)(f) | $5.41 | to | $5.46 | $6.00 | to | $6.10 | |
FFO (from above) | $2,300 | to | $2,320 | $2,603 | to | $2,648 | |
Adjustments to increase (decrease) FFO: | |||||||
Straight-lined revenue | $(27) | to | $(17) | $38 | to | $58 | |
Straight-lined expense | $76 | to | $86 | $58 | to | $78 | |
Stock-based compensation expense | $134 | to | $138 | $145 | to | $149 | |
Non-cash portion of tax provision | $(3) | to | $7 | $(7) | to | $8 | |
Non-real estate related depreciation, amortization and accretion | $48 | to | $58 | $46 | to | $61 | |
Amortization of non-cash interest expense | $1 | to | $11 | $4 | to | $14 | |
Other (income) expense | $2 | to | $4 | $(1) | to | $1 | |
(Gains) losses on retirement of long-term obligations | $95 | to | $95 | $0 | to | $100 | |
Acquisition and integration costs | $7 | to | $17 | $0 | to | $8 | |
Sustaining capital expenditures | $(93) | to | $(83) | $(104) | to | $(94) | |
AFFO(b)(c)(d)(e) | $2,577 | to | $2,597 | $2,883 | to | $2,928 | |
Weighted-average common shares outstanding—diluted(f) | 425 | 434 | |||||
AFFO per share(b)(c)(d)(e)(f) | $6.07 | to | $6.11 | $6.64 | to | $6.74 | |
(a) | As issued on October 21, 2020. |
(b) | See "Non-GAAP Financial Measures, Segment Measures and Other Calculations" for a discussion of our definitions of FFO, including per share amounts, and AFFO, including per share amounts. |
(c) | FFO and AFFO are reduced by cash paid for preferred stock dividends during the period in which they are paid. |
(d) | Attributable to CCIC common stockholders. |
(e) | The above reconciliation excludes line items included in our definition which are not applicable for the periods shown. |
(f) | The assumption for diluted weighted-average common shares outstanding for full year 2020 Outlook is based on the diluted common shares outstanding as of September 30, 2020 and is inclusive of the conversions of preferred stock that occurred in the third quarter of 2020, which resulted in (1) an increase in the diluted weighted-average common shares outstanding by approximately 6 million shares and (2) a reduction in the amount of annual preferred stock dividends paid by approximately $28 million when compared to full year 2019 actual results. |
36
Crown Castle International Corp.
Third Quarter 2020
COMPANY OVERVIEW | FINANCIALS & METRICS | ASSET PORTFOLIO OVERVIEW | CAPITALIZATION OVERVIEW | APPENDIX |
Net Debt to Last Quarter Annualized Adjusted EBITDA Calculation:
Three Months Ended September 30, | |||||||||
(dollars in millions) | 2020 | 2019 | |||||||
Total face value of debt | $ | 19,453 | $ | 17,968 | |||||
Less: Ending cash, cash equivalents and restricted cash | 421 | 325 | |||||||
Total net debt | $ | 19,032 | $ | 17,643 | |||||
Adjusted EBITDA | $ | 883 | $ | 853 | (a) | ||||
Last quarter annualized Adjusted EBITDA | 3,532 | 3,412 | (a) | ||||||
Net debt to Last Quarter Annualized Adjusted EBITDA | 5.4 | x | 5.2 | x | (a) | ||||
Cash Interest Coverage Ratio Calculation:
Three Months Ended September 30, | |||||||||
(dollars in millions) | 2020 | 2019 | |||||||
Adjusted EBITDA | $ | 883 | $ | 853 | (a) | ||||
Interest expense on debt obligations | 167 | 173 | |||||||
Interest Coverage Ratio | 5.3 | x | 4.9 | x | |||||
(a) | As restated. See our Annual Report on Form 10-K for the year ended December 31, 2019 for further information. |
37
Exhibit 99.3 | |
| NEWS RELEASE October 21, 2020 |
CONTACTS | |
Investors Dan Schlanger, CFO Ben Lowe, VP & Treasurer Crown Castle International Corp. 713-570-3050 Media Andy Brimmer / Nick Lamplough / Adam Pollack Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 | |
Crown Castle Appoints Tammy K. Jones and Matthew Thornton, III to its Board of Directors
October 21, 2020 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) today announced that, as part of its previously announced Board transition plan, its Board of Directors has appointed Tammy K. Jones and Matthew Thornton, III as directors, effective November 6, 2020. Upon joining the Board, Ms. Jones and Mr. Thornton will be independent directors pursuant to New York Stock Exchange listing standards.
Ms. Jones brings more than 25 years of experience in commercial real estate investments, capital markets and finance, and currently serves as the Co-Founder and Chief Executive Officer of Basis Investment Group (“Basis”), a multi-strategy commercial real estate investment manager. Mr. Thornton brings over 40 years of leadership and operating experience, most recently as Executive Vice President and Chief Operating Officer of FedEx Freight.
“We are very pleased to welcome Tammy and Matthew to the Board and look forward to the contributions they will make as members of our Board,” said J. Landis Martin, Chairman of the Crown Castle Board of Directors. “Crown Castle will benefit greatly from Tammy’s extensive experience in real estate investing and her focus on the efficient allocation of capital as we continue to invest in assets that will help deliver a nationwide 5G network. In addition, we will rely on Matthew’s substantial expertise in operating large and complex businesses as we continue to expand and scale our small cell business.”
Exhibit 99.3 | |
| NEWS RELEASE October 21, 2020 |
Ari Q. Fitzgerald, Chairman of the Nominating & Corporate Governance Committee, said, “With the additions of Tammy and Matthew, the Board is confident we are advancing the first phase of our Board transition process with two high caliber individuals who possess the right mix of skills, diversity, backgrounds and experience to help drive continued value creation for all shareholders. We also intend to add a third director with previous experience in the fiber industry.”
THIRD QUARTER 2020 EARNINGS
In a separate press release issued today, Crown Castle released earnings results for the third quarter of fiscal 2020 and provided its outlook for the full year 2020 and 2021. The Company will host a conference call Thursday, October 22, 2020, at 10:30 a.m. Eastern time. Supplemental materials for the call will be posted on the Crown Castle website at investor.crowncastle.com.
ABOUT TAMMY K. JONES
Ms. Jones is the Co-Founder and Chief Executive Officer of Basis, a multi-strategy commercial real estate investment manager. Prior to founding Basis in 2009, Ms. Jones served as head of the fixed and floating rate Capital Markets Lending Division at CW Capital LLC. Prior to that, Ms. Jones was Senior Vice President at Commercial Capital Initiatives, Inc., a GMAC subsidiary (now Berkadia), and was part of the leadership team responsible for creating GMAC’s Capital Markets lending division. Ms. Jones currently serves as Lead Independent Director, Chair of the Environmental, Social and Governance committee and a member of the Audit and Strategic Review committees at Mack-Cali Realty Corporation, is the Chair of the Real Estate Executive Council, is on the Board of KKR Real Estate Select Trust Inc., and is the Vice-Chairman of Basic Impact Group Foundation, a non-profit organization dedicated to creating a pipeline of women and minorities in commercial real estate. Ms. Jones previously served as Independent Director at Monogram Residential Trust, Inc., a former publicly traded REIT that owned, operated and developed luxury multifamily properties. Ms. Jones received a B.A. in Economics from Cornell University and an M.B.A. with a concentration in Real Estate Finance from the J. Mack Robinson College of Business at Georgia State University.
ABOUT MATTHEW THORNTON, III
Mr. Thornton most recently served as Executive Vice President and Chief Operating Officer of FedEx Freight. In that role, he was responsible for the day-to-day operations and strategic direction for the $8 billion revenue freight business, overseeing more than 45,000 employees in 380 service centers. Prior to that, Mr.
Thornton served as Senior Vice President of US Operations at FedEx Express overseeing more than 50,000 employees responsible for the day-to-day pick-up and delivery operations and Express Retail operations at 650 Express facilities. Mr. Thornton began his career with FedEx Corporation in 1978 and held a number of leadership positions at the company over the course of his career, before retiring in November 2019. Mr. Thornton currently serves on the Board of Directors of Sherwin-Williams Company, where he is a member of the Audit and the Nominating and Corporate Governance committees. Mr. Thornton is also a member of the National Association of Corporate Directors (NACD) and the Executive Leadership Council (ELC). Mr. Thornton holds a B.A. in Business Administration and Management from the University of Memphis and an M.B.A. from the University of Tennessee, Knoxville.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 80,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service - bringing information, ideas and innovations to the people and businesses that need them.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements that are based on management's current expectations. Such statements include plans, projections and estimates regarding (1) the Board transition plan, (2) director appointments, including the effective date thereof, and independence status of the appointees, (3) expected contributions from the recently appointed directors, (4) Crown Castle’s strategy, including with respect to its small cell business, and (5) Crown Castle’s investments and any benefits derived therefrom. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risks that could affect Crown Castle and its results is included in Crown Castle's filings with the Securities and Exchange Commission. The term "including," and any variation thereof, means "including, without limitation.”