Crown Castle International Reports Second Quarter 2004 Results

July 28, 2004 at 4:04 PM EDT

HOUSTON, July 28 /PRNewswire-FirstCall/ -- Crown Castle International Corp. (NYSE: CCI) today reported results for the second quarter ended June 30, 2004. Results from Crown Castle's UK subsidiary have been classified as discontinued operations, pending the closing of the previously announced sale.

Site rental revenue for the second quarter of 2004 increased 11.6% percent to $130.2 million, up $13.6 million from $116.6 million for the same period in the prior year. Operating income improved to $3.5 million in the second quarter of 2004 from $(10.0) million in the second quarter of 2003, an increase of $13.5 million.

Net loss was $39.6 million for the second quarter of 2004 compared to a net loss of $80.8 million for the same period in 2003. Net loss after deduction of dividends on preferred stock was $48.9 million in the second quarter of 2004 compared to a loss of $100.9 million for the same period last year. Second quarter net loss per share was $(0.22) compared to a loss per share of $(0.47) in last year's second quarter.

OPERATING RESULTS

US site rental revenue for the second quarter of 2004 increased $9.2 million, or 8.3%, to $119.7 million, from $110.5 million for the same period in 2003. US site rental gross margin, defined as site rental revenue less site rental cost of operations, increased 13.0% to $82.5 million, up $9.5 million in the second quarter of 2004 from the same period in 2003. On a consolidated basis, site rental gross margin, defined as site rental revenue less site rental cost of operations, increased 16.8% to $89.5 million, up $12.9 million in the second quarter of 2004 from the same period in 2003. These results approximate same tower sales and gross margin as over 99% of Crown Castle's sites were in operation for the 12 months preceding June 30, 2004.

"We are very pleased with the second quarter results and the growth we continue to see in our core business," stated John P. Kelly, President and Chief Executive Officer of Crown Castle. "In the past year, we have achieved $51.6 million growth in annualized recurring gross margin on $54.4 million of additional annualized recurring revenue, while total general and administrative costs have remained unchanged. Based on our signed leases to date and our expected leasing during the second half of the year, we expect US leasing to increase approximately 25% this year compared to last year."

Net cash from operating activities for the second quarter of 2004 was $35.2 million. Free cash flow, defined as net cash from operating activities less capital expenditures, was a source of cash of $22.6 million for the second quarter of 2004. For the second quarter of 2004, total capital expenditures were $12.7 million, comprised of $3.5 million of maintenance capital expenditures and $9.2 million of revenue generating capital expenditures. Crown Castle had $232.5 million of cash and cash equivalents as of June 30, 2004.

SALE OF UK SUBSIDIARY

On June 28, 2004, Crown Castle announced it had signed a definitive agreement to sell its UK subsidiary to National Grid Transco Plc for $2.035 billion in cash. Crown Castle will use approximately $1.3 billion of the proceeds from the transaction to fully repay Crown Castle Operating Company's credit facility. Crown Castle expects to use the remaining net proceeds of approximately $740 million to repay debt or to invest in new business opportunities in the US.

As a result of the announced transaction, Crown Castle's UK operations have been classified as discontinued operations. The closing date of the transaction, subject to certain approvals, is expected to be on or before September 30, 2004.

"We are continuing to proceed with closing the sale of the UK business," stated W. Benjamin Moreland, Chief Financial Officer of Crown Castle. "We are finalizing a refinancing plan for the new balance sheet that we are targeting will deliver significant interest expense savings by January 1, 2005."

OUTLOOK

The following statements and outlook table are based on current expectations and assumptions and assume a US dollar to Australian dollar exchange rate of 0.70 US dollars to 1.00 Australian dollar. 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 are set forth below and in Crown Castle's filings with the Securities and Exchange Commission.

Crown Castle has increased its 2004 Outlook for Site Rental Revenue from between $524 million and $528 million to between $525 million and $530 million and Adjusted EBITDA from between $270 million and $280 million to between $280 million and $287 million. Based primarily on increased leasing activity, Crown Castle has raised its 2004 outlook for revenue generating capital expenditures from between $23 million and $30 million to between $33 million and $40 million.

The following table sets forth Crown Castle's current outlook for the third quarter and full year 2004 (dollars in millions):

                                              Third Quarter        Full Year
                                                   2004              2004
     Site Rental Revenue                       $ 134 to 136     $  525 to 530
     Adjusted EBITDA                           $  70 to 73      $  280 to 287
     Maintenance capital expenditures          $   2 to 3       $    7 to 10
     Revenue generating capital expenditures   $  13 to 15      $   33 to 40

    The following table sets forth Crown Castle's current outlook for 2005
(dollars in millions):

                                                        2005 Outlook
     Site Rental Revenue                                $ 565 to 575
     Adjusted EBITDA                                    $ 310 to 320
     Net cash provided by operating activities          $ 225 to 245
     Maintenance capital expenditures                   $   7 to 10
     Revenue generating capital expenditures            $  23 to 30
     Free cash flow                                     $ 195 to 215

The Outlook above does not include results from our UK subsidiary. Crown Castle has not issued 2004 Outlook for net cash provided by operating activities and free cash flow because of the impact the timing of the expected closing of the sale of the UK subsidiary will have on 2004 interest expense. Crown Castle's 2005 Outlook for net cash provided by operating activities includes expected savings from interest expense reductions that may be achieved through refinancings and further debt reductions associated with the application of sales proceeds and cash balances, and refinancings. Free cash flow is defined as net cash provided by operating activities less all capital expenditures (both maintenance and revenue generating capital expenditures).

CONFERENCE CALL DETAILS

Crown Castle has scheduled a conference call for Thursday, July 29, 2004, at 9:30 a.m. eastern time to discuss second quarter results and Crown Castle's Outlook. Please dial 303-205-0044 and ask for the Crown Castle call at least 10 minutes prior to the start time. A telephonic replay of the conference call will be available from 11:30 a.m. eastern time on Thursday, July 29, 2004, through 11:59 p.m. eastern time on Thursday, August 5, 2004, and may be accessed by dialing 303-590-3000 using passcode 11003229#. An audio archive will also be available on the company's website at http://www.crowncastle.com shortly after the call and will be accessible for approximately 90 days.

Pro forma for the previously announced sale of Crown Castle UK, Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers and rooftops. Crown Castle offers significant wireless communications coverage to 68 of the top 100 United States markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 10,600 and over 1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle visit: http://www.crowncastle.com .

                         Non-GAAP Financial Measures:

This press release includes presentations of Free Cash Flow and Adjusted EBITDA, which are non-GAAP financial measures. Crown Castle defines Free Cash Flow as net cash provided by operating activities less capital expenditures (both amounts from the Consolidated Statement of Cash Flows). Crown Castle defines Adjusted EBITDA as net loss plus cumulative effect of change in accounting principle, income (loss) from discontinued operations, minority interests, provision for income taxes, interest expense, amortization of deferred financing costs and dividends on preferred stock, interest and other income (expense), depreciation, amortization and accretion, non-cash general and administrative compensation charges, asset write-down charges and restructuring charges (credits). Free Cash Flow and Adjusted EBITDA are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with generally accepted accounting principles). Further, our measure of Free Cash Flow and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Free Cash Flow is presented as additional information because management believes it to be a useful indicator of our ability to execute our business strategy without reliance on additional borrowing or the use of our cash and cash equivalents. Adjusted EBITDA is presented as additional information because management believes it to be a useful indicator of the current financial performance of our core businesses. In addition, Adjusted EBITDA is the measure of current financial performance generally used in our debt covenant calculations. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures. Our results under GAAP are set forth in the financial statements following this press release.

Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures

     Free Cash Flow is computed as follows:
     (In thousands of dollars)
                                                For the Three Months Ended
                                               June 30, 2004    June 30, 2003
     Net cash provided by operating activities    $ 35,232        $ 29,600
     Less: Capital expenditures                    (12,681)         (7,989)
     Free Cash Flow                               $ 22,551         $21,611

Free Cash Flow for the year ending December 31, 2005 is forecasted as follows:

     (in millions of dollars)                       Full Year 2005 Outlook
     Net cash provided by operating activities          $ 225.0 to 245.0
     Less: Capital expenditures                         $ 30.0) to (40.0)
     Free Cash Flow                                     $ 195.0 to 215.0

    Adjusted EBITDA is computed as follows:

     (in thousands of dollars)                     Three Months Ended June 30,
                                                        2004           2003
    Net loss                                       $  (39,594)    $  (80,831)
    Income from discontinued operations,
     net of tax                                       (16,455)        (2,099)
    Minority interests                                  1,463            730
    Provision for income taxes                            184            127
    Interest expense and amortization
     of deferred financing costs                       56,568         63,809
    Interest and other income (expense)                 1,349          8,271
    Depreciation, amortization and accretion           61,119         60,763
    Non-cash general and administrative
     compensation charges                               6,203          5,834
    Asset write-down charges                            1,868          1,380
    Restructuring charges (credits)                       ---          2,349
    Adjusted EBITDA                                $   72,705     $   60,333


    Adjusted EBITDA for the quarter ending
     September 30, 2004 is forecasted as follows:
    (in millions of dollars)
                                                                 Q3 2004
                                                                 Outlook
     Net income (loss)                                      $  527.0 to 557.0
     Cumulative effect of change in accounting principle              ---
     Income from discontinued operations                    (560.0) to (630.0)
     Minority interests                                         0.5 to  2.5
     Provision for income taxes                                 0.1 to 0.2
     Interest expense, amortization of deferred financing costs
      and dividends on preferred stock                         55.0 to 59.0
     Interest and other (income) expense                        1.0 to 2.5
     Depreciation, amortization and accretion                  60.0 to 62.0
     Non-cash general and administrative compensation charges   1.4 to 1.5
     Asset write-down charges                                   1.5 to 2.0
     Restructuring charges                                          ---
     Adjusted EBITDA                                         $ 70.0 to 73.0

Adjusted EBITDA for the year ending December 31, 2004 and the year ending December 31, 2005 is forecasted as follows:

    (in millions of dollars)
                                          Full Year 2004      Full Year 2005
                                              Outlook             Outlook
     Net income (loss)                  $ 326.9 to 480.0    $ (21.3) to (51.3)
     Cumulative effect of change
      in accounting principle                   ---                  ---
     Income from discontinued
      operations                        (560.0) to (630.0)           ---
     Minority interests                   (1.0) to  4.0        (1.0) to 4.0
     Provision for income taxes             0.5 to 1.0          0.0  to 2.0
     Interest expense, amortization
      of deferred financing costs
       and dividends on preferred stock   183.3 to 207.0        71.5 to 81.5
     Interest and other (income) expense   19.8 to 26.2         19.8 to 23.8
     Depreciation, amortization
      and accretion                       221.0 to 251.0       221.0 to 251.0
     Non-cash general and administrative
      compensation charges                 12.0 to 14.0         12.0 to 14.0
     Asset write-down charges               3.8 to 7.6           1.9 to 3.0
     Restructuring charges                      ---                  ---
     Adjusted EBITDA                    $ 280.0 to 287.0     $ 310.0 to 320.0


           Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements and information that are based on our management's current expectations. Such statements include, but are not limited to plans, projections and estimates regarding (i) demand and leasing rates for our sites and towers, (ii) our ability to close the sale of our UK business ("UK Transaction") in the time frame anticipated or at all, (iii) the use of proceeds from the UK Transaction, (iv) the effect of the UK Transaction on our financial and operating position, (v) potential refinancing plans, (vi) potential interest expense reduction, (vii) currency exchange rates, (viii) revenues, (ix) net cash provided by operating activities, (x) adjusting EBITDA (xi) capital expenditures, and (xii) free cash flow, including free cash flow per share. Such forward- looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to prevailing market conditions and the following:

     --  Our substantial level of indebtedness may adversely affect our
         ability to react to changes in our business and limit our ability to
         use debt to fund future capital needs.
     --  Restrictive covenants on our debt instruments may limit our ability
         to take actions that may be in our best interests.  If we fail to
         comply with our covenants, our debt may be accelerated.
     --  Our business depends on the demand for wireless communications and
         towers, and we may be adversely affected by any slowdown in such
         demand.
     --  The loss, consolidation, network sharing or financial instability of
         any of our limited number of customers may materially decrease
         revenues.
     --  An economic or wireless telecommunications industry slowdown may
         materially and adversely affect our business and the business of our
         customers.
     --  We operate in a competitive industry and some of our competitors have
         significantly more resources or less debt than we do.
     --  Technology changes may significantly reduce the demand for site
         leases and negatively impact our revenues.
     --  2.5G/3G and other technologies, including digital terrestrial
         television, may not deploy or be adopted by customers as rapidly or
         in the manner projected.
     --  We generally lease or sublease the land under our sites and towers
         and may not be able to maintain these leases.
     --  Our international operations expose us to changes in foreign currency
         exchange rates.
     --  We may need additional financing, which may not be available for
         strategic growth opportunities or contractual obligations.
     --  Fluctuations in market interest rates may increase interest expense
         relating to our floating rate indebtedness.
     --  Laws and regulations, which may change at any time and with which we
         may fail to comply, regulate our business.
     --  Our network services business has historically experienced
         significant volatility in demand, which reduces the predictability of
         our results.
     --  We are heavily dependent on our senior management.
     --  We may suffer from future claims if radio frequency emissions from
         equipment on our sites and towers are demonstrated to cause negative
         health effects.
     --  Certain provisions of our certificate of incorporation, bylaws 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.
     --  Sales or issuances of a substantial number of shares of our common
         stock may adversely affect the market price of our common stock.
     --  Disputes with customers and suppliers may adversely affect results.

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 Securities and Exchange Commission.


     Crown Castle International Corp.
     Condensed Consolidated Statement of Operations
     And Other Financial Data
     (in thousands, except per share data)

                                   Three Months Ended        Six Months Ended
                                         June 30,                June 30,
                                    2004        2003        2004        2003
    Net revenues:
        Site rental             $ 130,203   $ 116,646   $ 259,172   $ 230,481
        Network services
         and other                 18,513      19,629      33,216      36,548
            Total net revenues    148,716     136,275     292,388     267,029
    Costs of operations:
        Site rental                40,683      39,985      81,618      80,593
        Network services and other 12,272      12,819      23,268      24,430
            Total costs
             of operations         52,955      52,804     104,886     105,023
    General and administrative     22,685      22,220      44,295      42,738
    Corporate development             371         918         810       2,538
    Restructuring charges (credits)   ---       2,349         (33)      2,349
    Asset write-down charges        1,868       1,380       3,816       1,380
    Non-cash general
     and administrative
     compensation charges           6,203       5,834       8,418       7,728
    Depreciation, amortization
     and accretion                 61,119      60,763     122,344     122,226
    Operating income (loss)         3,515      (9,993)      7,852     (16,953)
    Interest and other income
     (expense)                     (1,349)     (8,271)    (26,376)    (10,834)
    Interest expense
     and amortization of deferred
     financing costs              (56,568)    (63,809)   (113,890)   (127,520)
    Loss from continuing
     operations before income
     taxes, minority interests
     and cumulative effect
     of change in accounting
     principle                    (54,402)    (82,073)   (132,414)   (155,307)
    Provision for income taxes       (184)       (127)       (337)       (243)
    Minority interests             (1,463)       (730)     (2,809)     (1,287)
    Loss from continuing
     operations before cumulative
     effect of change
     in accounting principle      (56,049)    (82,930)   (135,560)   (156,837)
    Income from discontinued
     operations, net of tax        16,455       2,099      30,999       7,541
    Loss before cumulative effect
     of change in accounting
     principle                    (39,594)    (80,831)   (104,561)   (149,296)
    Cumulative effect of change
     in accounting principle
     for asset retirement
     obligations                      ---         ---         ---        (551)
    Net loss                      (39,594)    (80,831)   (104,561)   (149,847)
    Dividends on preferred stock,
     net of gains (losses) on
     purchases of preferred stock  (9,332)    (20,081)    (19,028)    (34,452)
    Net loss after deduction
     of dividends on preferred
     stock, net of gains (losses)
     on purchases
     of preferred stock         $ (48,926)  $(100,912)  $(123,589)  $(184,299)
    Per common share
     - basic and diluted:
        Loss from continuing
         operations before
         cumulative effect of
         change in accounting
         principle              $   (0.29)  $   (0.48)  $   (0.70)  $   (0.88)
        Income from discontinued
         operations                  0.07        0.01        0.14        0.03
        Cumulative effect of change
         in accounting principle      ---         ---         ---         ---
        Net loss                $   (0.22)  $   (0.47)  $   (0.56)  $   (0.85)
    Common shares outstanding
     - basic and diluted          221,853     215,969     220,574     216,464
    Adjusted EBITDA
     (before restructuring
     and asset write-down
     charges):
        Site rental             $  82,197   $  69,933   $ 163,609   $ 136,881
        Network services
         and other (before
         corporate development
         expenses)                 (9,121)     (8,682)    (20,402)    (17,613)
        Adjusted EBITDA before
         corporate development
         expenses                  73,076      61,251     143,207     119,268
        Corporate development        (371)       (918)       (810)     (2,538)
            Total Adjusted
             EBITDA             $  72,705   $  60,333   $ 142,397   $ 116,730


     Crown Castle International Corp.
     Condensed Consolidated Balance Sheet
     (in thousands)
                                                      June 30,    December 31,
                                                        2004          2003
                       ASSETS
    Current assets:
        Cash and cash equivalents                 $   232,503    $   462,427
        Receivables, net of allowance
         for doubtful accounts                         35,652         38,219
        Inventories                                     9,308          9,615
        Prepaid expenses and other current assets      30,714         32,133
        Assets of discontinued operations           2,020,628      2,026,267
        Total current assets                        2,328,805      2,568,661
    Property and equipment,
     net of accumulated depreciation                3,622,355      3,755,073
    Goodwill                                          267,071        267,071
    Deferred financing costs and other assets,
     net of accumulated amortization                  151,975        146,786
                                                  $ 6,370,206    $ 6,737,591

        LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
        Accounts payable                          $    9,060     $    9,785
        Accrued interest                              43,705         49,063
        Accrued compensation and related benefits     10,392         13,397
        Deferred rental revenues
         and other accrued liabilities                97,043        106,384
        Liabilities of discontinued operations       355,072        353,544
        Long-term debt, current maturities         1,275,385        267,142
            Total current liabilities              1,790,657        799,315
    Long-term debt, less current maturities        1,898,752      3,182,850
    Other liabilities                                 52,803         55,978
            Total liabilities                      3,742,212      4,038,143
    Minority interests                               207,700        208,333
    Redeemable preferred stock                       507,371        506,702
    Stockholders' equity                           1,912,923      1,984,413
                                                  $6,370,206     $6,737,591


     Crown Castle International Corp.
     Condensed Consolidated Statement of Cash flows
     (in thousands)

                                                   Three Months Ended June 30,
                                                        2004           2003

    Cash flows from operating activities:
      Net loss                                    $  (39,594)    $  (80,831)
      Adjustments to reconcile net loss
       to net cash provided by operating
       activities:
        Depreciation, amortization and accretion      61,119         60,763
        Non-cash general and administrative
         compensation charges                          6,203          5,834
        Amortization of deferred financing costs
         and discounts on long-term debt               2,813         17,378
        Asset write-down charges                       1,868          1,380
        Minority interests and loss on issuance
         of interest in joint venture                  1,463          8,844
        Equity in losses (earnings) and write-downs
         of unconsolidated affiliates                  1,405          1,380
        Income from discontinued operations          (16,455)        (2,099)
        Changes in assets and liabilities:
            Increase in accrued interest              12,475         14,079
            Increase in deferred rental revenues
             and other liabilities                     3,275          1,128
            Decrease in inventories,
             prepaid expenses and other assets         1,091          2,980
            Increase (decrease) in accounts payable      924         (4,427)
            (Increase) decrease in receivables        (1,355)         3,191
                Net cash provided by operating
                 activities                           35,232         29,600

    Cash flows from investing activities:
      Proceeds from disposition of property
       and equipment                                   1,065            ---
      Capital expenditures                           (12,681)        (7,989)
      Investments in affiliates and other               (305)       (12,973)
      Maturities of investments                          ---         14,808
      Acquisition of minority interest
       in joint venture                                  ---         (5,873)
                Net cash used for investing
                 activities                          (11,921)       (12,027)

    Cash flows from financing activities:
      Proceeds from issuance of capital stock         22,711            896
      Purchases of capital stock                     (12,901)       (38,688)
      Principal payments on long-term debt           (11,615)        (4,750)
      Net borrowings (payments) under revolving
       credit agreements                                 ---        (10,000)
                Net cash used for financing
                 activities                           (1,805)       (52,542)

    Effect of exchange rate changes on cash           (1,185)         2,026
    Discontinued operations                           40,697         15,695
    Net increase (decrease) in cash
     and cash equivalents                             61,018        (17,248)
    Cash and cash equivalents
     at beginning of period                          171,485        476,950
    Cash and cash equivalents at end of period    $  232,503     $  459,702

    Supplemental disclosure
     of cash flow information:
        Interest paid                             $   40,065     $   32,319
        Income taxes paid                                184            126


     CROWN CASTLE INTERNATIONAL CORP.
       Summary Fact Sheet
     (in $ thousands)

                              Quarter Ended 9/30/03   Quarter Ended 12/31/03
                               US      AUS    CCIC      US      AUS    CCIC
    Revenues
      Site Rental            113,387  6,740  120,127  117,686  7,860  125,546
      Services                16,361  1,035   17,396   17,561    811   18,372
    Total Revenues           129,748  7,775  137,523  135,247  8,671  143,918

    Operating Expenses
      Site Rental             37,298  2,764   40,062   39,353  3,167   42,520
      Services                 9,668    510   10,178   11,604    534   12,138
    Total Operating Expenses  46,966  3,274   50,240   50,957  3,701   54,658

    General & Administrative
      Site Rental              4,319  2,037    6,356    4,889  2,451    7,340
      Services                15,066    ---   15,066   15,561    ---   15,561
    Total General &
     Administrative           19,385  2,037   21,422   20,450  2,451   22,901

    Operating Cash Flow
      Site Rental             71,770  1,939   73,709   73,444  2,242   75,686
      Services                (8,373)   525   (7,848)  (9,604)   277   (9,327)
    Total Pre-Overhead Cash
     Flow                     63,397  2,464   65,861   63,840  2,519   66,359

    Corporate Overhead         1,039    ---    1,039    1,987    ---    1,987
    Adjusted EBITDA           62,358  2,464   64,822   61,853  2,519   64,372


                                Quarter Ended 9/30/03   Quarter Ended 12/31/03
                                 US     AUS     CCIC      US     AUS     CCIC
    Gross Margins:
      Site Rental                67%    59%      67%      67%    60%      66%
      Services                   41%    51%      41%      34%    34%      34%

    Operating Cash Flow
     Margins
      Site Rental                63%    29%      61%      62%    29%      60%
      Services                  -51%    51%     -45%     -55%    34%     -51%

    Adjusted EBITDA Margin       48%    32%      47%      46%    29%      45%


                             Quarter Ended 3/31/04    Quarter Ended 6/30/04
                              US      AUS    CCIC      US      AUS     CCIC
    Revenues
      Site Rental           120,695  8,274  128,969  119,667  10,536  130,203
      Services               13,499  1,204   14,703   17,390   1,123   18,513
    Total Revenues          134,194  9,478  143,672  137,057  11,659  148,716

    Operating Expenses
      Site Rental            37,233  3,702   40,935   37,172   3,511   40,683
      Services               10,268    728   10,996   11,591     681   12,272
    Total Operating
     Expenses                47,501  4,430   51,931   48,763   4,192   52,955

    General &
     Administrative
      Site Rental             4,242  2,380    6,622    4,693   2,630    7,323
      Services               14,988    ---   14,988   15,362     ---   15,362
    Total General &
     Administrative          19,230  2,380   21,610   20,055   2,630   22,685

    Operating Cash Flow
      Site Rental            79,220  2,192   81,412   77,802   4,395   82,197
      Services              (11,757)   476  (11,281)  (9,563)    442   (9,121)
    Total Pre-Overhead Cash
     Flow                    67,463  2,668   70,131   68,239   4,837   73,076

    Corporate Overhead          439    ---      439      371     ---      371
    Adjusted EBITDA          67,024  2,668   69,692   67,868   4,837   72,705


                                Quarter Ended 3/31/04    Quarter Ended 6/30/04
                                US     AUS      CCIC     US      AUS     CCIC
    Gross Margins:
      Site Rental               69%    55%      68%      69%     67%      69%
      Services                  24%    40%      25%      33%     39%      34%

    Operating Cash Flow
     Margins
      Site Rental               66%    26%      63%      65%     42%      63%
      Services                 -87%    40%     -77%     -55%     39%     -49%

    Adjusted EBITDA Margin      50%    28%      49%      50%     41%      49%


     Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP
     Financial Measure:
     (in $ thousands)

                                                 Quarter Ended
                                09/30/2003  12/31/2003  03/31/2004  06/30/2004
    Net loss                     $(99,678)  $(148,840)   $(64,967)   $(39,594)
    Income from discontinued
     operations, net of tax        (5,076)      2,159     (14,544)    (16,455)
    Cumulative effect of change in
     accounting principle for asset
     retirement obligations,
     net of related income tax
     benefits                         ---         ---         ---         ---
    Minority interests               (151)      1,258       1,346       1,463
    Provision for income taxes         85         137         153         184
    Interest expense, amortization
     of deferred financing costs
     and dividends
     on preferred stock            62,408      68,906      57,322      56,568
    Interest and other income
     (expense)                     35,104      72,521      25,027       1,349
    Depreciation, amortization
     and accretion                 60,846      61,378      61,225      61,119
    Non-cash general
     and administrative
     compensation charges           6,205          53       2,215       6,203
    Asset write-down charges        6,137       6,800       1,948       1,868
    Restructuring charges
     (credits)                     (1,058)        ---         (33)        ---
    Adjusted EBITDA               $64,822     $64,372     $69,692     $72,705


     CROWN CASTLE INTERNATIONAL CORP.
      Summary Fact Sheet
     Restricted and Unrestricted Subsidiaries
     (in $ thousands)

                                               Quarter Ended 9/30/03
                                                      Crown
                                         Restricted  Atlantic  Other    CCIC
    Revenues
        Site Rental                        94,620    25,507     ---   120,127
        Services                           14,034     3,362     ---    17,396
    Total Revenues                        108,654    28,869     ---   137,523

    Operating Expenses
        Site Rental                        31,162     8,900     ---    40,062
        Services                            9,349       829     ---    10,178
    Total Operating Expenses               40,511     9,729     ---    50,240

    General & Administrative
        Site Rental                         5,899       457     ---     6,356
        Services                           12,664       988   1,414    15,066
    Total General & Administrative         18,563     1,445   1,414    21,422

    Operating Cash Flow
        Site Rental                        57,559    16,150     ---    73,709
        Services                           (7,979)    1,545  (1,414)   (7,848)
    Total Pre-Overhead Cash Flow           49,580    17,695  (1,414)   65,861

    Corporate Overhead                      1,039       ---     ---     1,039
    Adjusted EBITDA                        48,541    17,695  (1,414)   64,822


                                               Quarter Ended 9/30/03
                                                       Crown
                                         Restricted  Atlantic  Other     CCIC
    Gross Margins:
        Site Rental                           67%       65%     ---       67%
        Services                              33%       75%     ---       41%

    Operating Cash Flow Margins
        Site Rental                           61%       63%     ---       61%
        Services                             -57%       46%     ---      -45%

    Adjusted EBITDA Margin                    45%       61%     N/A       47%


                                               Quarter Ended 12/31/03
                                                     Crown
                                        Restricted  Atlantic   Other    CCIC
    Revenues
        Site Rental                        98,047    27,499     ---   125,546
        Services                           15,227     3,145     ---    18,372
    Total Revenues                        113,274    30,644     ---   143,918

    Operating Expenses
        Site Rental                        32,724     9,796     ---    42,520
        Services                           10,010     2,128     ---    12,138
    Total Operating Expenses               42,734    11,924     ---    54,658

    General & Administrative
        Site Rental                         6,769       571     ---     7,340
        Services                           12,680     1,198   1,683    15,561
    Total General & Administrative         19,449     1,769   1,683    22,901

    Operating Cash Flow
        Site Rental                        58,554    17,132     ---    75,686
        Services                           (7,463)     (181) (1,683)   (9,327)
    Total Pre-Overhead Cash Flow           51,091    16,951  (1,683)   66,359

    Corporate Overhead                      1,987       ---     ---     1,987
    Adjusted EBITDA                        49,104    16,951  (1,683)   64,372


                                               Quarter Ended 12/31/03
                                                       Crown
                                         Restricted  Atlantic  Other      CCIC
    Gross Margins:
        Site Rental                            67%      64%     ---        66%
        Services                               34%      32%     ---        34%

    Operating Cash Flow Margins
        Site Rental                            60%      62%     ---        60%
        Services                              -49%      -6%     ---       -51%

    Adjusted EBITDA Margin                     43%      55%     N/A        45%


                                               Quarter Ended 3/31/04
                                                     Crown
                                        Restricted  Atlantic   Other    CCIC
    Revenues
        Site Rental                       100,896    28,073     ---   128,969
        Services                           13,178     1,525     ---    14,703
    Total Revenues                        114,074    29,598     ---   143,672

    Operating Expenses
        Site Rental                        31,427     9,508     ---    40,935
        Services                            9,373     1,623     ---    10,996
    Total Operating Expenses               40,800    11,131     ---    51,931

    General & Administrative
        Site Rental                         6,163       459     ---     6,622
        Services                           12,325       989   1,674    14,988
    Total General & Administrative         18,488     1,448   1,674    21,610

    Operating Cash Flow
        Site Rental                        63,306    18,106     ---    81,412
        Services                           (8,520)   (1,087) (1,674)  (11,281)
    Total Pre-Overhead Cash Flow           54,786    17,019  (1,674)   70,131

    Corporate Overhead                        439       ---     ---       439
    Adjusted EBITDA                        54,347    17,019  (1,674)   69,692


                                               Quarter Ended 3/31/04
                                                       Crown
                                          Restricted  Atlantic Other      CCIC
    Gross Margins:
        Site Rental                            69%       66%    ---        68%
        Services                               29%       -6%    ---        25%

    Operating Cash Flow Margins
        Site Rental                            63%       64%    ---        63%
        Services                              -65%      -71%    ---       -77%

    Adjusted EBITDA Margin                     48%       58%    N/A        49%


                                               Quarter Ended 6/30/04
                                                      Crown
                                       Restricted   Atlantic   Other    CCIC
    Revenues
        Site Rental                       102,490    27,713     ---   130,203
        Services                           16,110     2,138     265    18,513
    Total Revenues                        118,600    29,851     265   148,716

    Operating Expenses
        Site Rental                        31,401     9,282     ---    40,683
        Services                           10,284     1,670     318    12,272
    Total Operating Expenses               41,685    10,952     ---    52,955

    General & Administrative
        Site Rental                         6,847       476     ---     7,323
        Services                           13,365       802   1,195    15,362
    Total General & Administrative         20,212     1,278   1,195    22,685

    Operating Cash Flow
        Site Rental                        64,242    17,955     ---    82,197
        Services                           (7,539)     (334) (1,248)   (9,121)
    Total Pre-Overhead Cash Flow           56,703    17,621  (1,248)   73,076

    Corporate Overhead                        371       ---     ---       371
    Adjusted EBITDA                        56,332    17,621  (1,248)   72,705


                                               Quarter Ended 6/30/04
                                                       Crown
                                          Restricted Atlantic  Other     CCIC
    Gross Margins:
        Site Rental                            69%       67%    ---        69%
        Services                               36%       22%    -20%       34%

    Operating Cash Flow Margins
        Site Rental                            63%       65%    ---        63%
        Services                              -47%      -16%   -471%      -49%

    Adjusted EBITDA Margin                     47%       59%   -471%       49%


      Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP
      Financial Measure:
      (in $ thousands)
                                                  Quarter Ended
                                   09/30/2003 12/31/2003 03/31/2004 06/30/2004
      Net loss                       $(99,678) $(148,840) $(64,967) $(39,594)
      Income from discontinued
       operations, net of tax          (5,076)     2,159   (14,544)  (16,455)
      Cumulative effect of change in
       accounting principle for asset
       retirement obligations, net of
       related income tax benefits        ---        ---       ---       ---
      Minority interests                 (151)     1,258     1,346     1,463
      Provision for income taxes           85        137       153       184
      Interest expense, amortization
       of deferred financing costs and
       dividends on preferred stock    62,408     68,906    57,322    56,568
      Interest and other income
       (expense)                       35,104     72,521    25,027     1,349
      Depreciation, amortization and
       accretion                       60,846     61,378    61,225    61,119
      Non-cash general and
       administrative compensation
       charges                          6,205         53     2,215     6,203
      Asset write-down charges          6,137      6,800     1,948     1,868
      Restructuring charges (credits)  (1,058)       ---       (33)      ---
      Adjusted EBITDA                 $64,822    $64,372   $69,692   $72,705


     CCI FACT SHEET Q2 2004
     $ in thousands

                                               Q2 '03        Q2 '04   % Change
    CCUSA and Crown Atlantic
    Site Rental Revenue                       $110,504      $119,667      8%
    Ending Sites                                10,718        10,608     -1%

    CCAUS
    Site Rental Revenue                         $6,142       $10,536     72%
    Ending Sites                                 1,387         1,388      0%

    TOTAL CCIC
    Site Rental Revenue                       $116,646      $130,203     12%
    Ending Sites                                12,105        11,996     -1%

    Ending Cash and Investments               $523,158      $232,503

    Debt
    Bank Debt                               $1,019,424    $1,455,385
    Bonds                                   $2,167,414    $1,718,752
    12 3/4% Preferred Stock                   $223,904            $0
    6 1/4% & 8 1/4% Convertible Preferred
     Stock                                    $506,033      $507,371
    Total Debt                              $3,916,775    $3,681,508

    Leverage Ratios
    Net Bank Debt / EBITDA*                       2.1X          4.2X
    Net Bank Debt + Bonds  / EBITDA*             12.0X         10.1X
    Total Net Debt / EBITDA*                     14.1X         11.9X

    *Last Quarter Annualized Adjusted
     EBITDA                                   $241,332      $290,820


     Contacts:  W. Benjamin Moreland, CFO
                Jay Brown, Treasurer
                Crown Castle International Corp.
                713-570-3000
SOURCE  Crown Castle International Corp.
    -0-                             07/28/2004
    /CONTACT:  W. Benjamin Moreland, CFO, or Jay Brown, Treasurer, both of
Crown Castle International Corp., +1-713-570-3000/
    /Web site:  http://www.crowncastle.com /
    (CCI)

CO:  Crown Castle International Corp.
ST:  Texas
IN:  CPR TLS
SU:  ERN CCA MAV

AH-AP 
-- DAW039 --
5257 07/28/2004 16:01 EDT http://www.prnewswire.com

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