Crown Castle International Reports Second Quarter 2005 Results; Completes $275 Million Revolving Credit Facility

August 2, 2005 at 4:03 PM EDT

HOUSTON, Aug. 2 /PRNewswire-FirstCall/ -- Crown Castle International Corp. (NYSE: CCI) today reported results for the second quarter ended June 30, 2005 and announced the completion of a $275 million revolving credit facility.

Site rental revenue for the second quarter of 2005 increased $14.4 million, or 10.8%, to $146.9 million from $132.5 million for the same period in the prior year. Site rental gross margin, defined as site rental revenue less site rental cost of operations, increased 14.1% to $99.1 million, up $12.2 million in the second quarter of 2005 from the same period in 2004. Adjusted EBITDA for the second quarter of 2005 increased $11.1 million, or 15.5%, to $82.6 million, up from $71.5 million for the same period in 2004.

Recurring cash flow, defined as Adjusted EBITDA less interest expense less sustaining capital expenditures, was $44.5 million for the second quarter of 2005, compared to $11.4 million for the second quarter of 2004. Recurring cash flow per share, defined as recurring cash flow divided by common shares outstanding, was $0.20 in the second quarter of 2005 compared to $0.05 in the second quarter of 2004.

As previously announced during the second quarter, Crown Castle refinanced virtually all of its outstanding indebtedness at a lower interest rate, retiring $1.4 billion of its high yield notes. Net loss was ($227.5) million for the second quarter of 2005, inclusive of $198.5 million in losses from the early retirement of debt, compared to a net loss of ($50.8) million for the same period in 2004. Net loss after deduction of dividends on preferred stock was ($237.0) million in the second quarter of 2005, compared to a loss of ($60.1) million for the same period last year. Weighted average common shares outstanding decreased to 218.2 million for the second quarter of 2005 from 221.9 million for the same period in the prior year. Second quarter net loss per share was $(1.09), inclusive of $0.91 per share losses from the early retirement of debt, compared to a net loss per share of $(0.27) in last year's second quarter.

OPERATING RESULTS

US site rental revenue for the second quarter of 2005 increased $12.5 million, or 10.3%, to $133.5 million, compared to second quarter 2004 US site rental revenue of $121.0 million. US site rental gross margin increased 13.8% to $90.3 million, up $10.9 million in the second quarter of 2005 from the same period in 2004.

Australia site rental revenue for the second quarter of 2005 increased $1.8 million, or 15.8%, to $13.3 million, up from $11.5 million for the same period in 2004. Australia site rental gross margin increased 17.7% to $8.9 million, up $1.3 million in the second quarter of 2005 from the same period in 2004. In both the second quarter of 2004 and 2005, Australia site rental revenue and site rental gross margin benefited by approximately $2 million from an annual customer contractual payment.

"We are very pleased with the growth we continue to see in our core business reflected in our strong second quarter results," stated John P. Kelly, President and Chief Executive Officer of Crown Castle. "Comparing the second quarter 2004 to second quarter 2005, we have achieved $48.8 million growth in annualized site rental gross margin on $57.4 million of additional annualized site rental revenue. The growth in our core business coupled with annualized interest expense savings of $84.7 million, which we've achieved through various refinancings over the last year, resulted in annualized recurring cash flow growth of $132.4 million. Our tower leasing business is benefiting from the addition of new tenants to our existing tower portfolio caused by the continued growth in wireless minutes and introduction of new data services by wireless carriers in the US and Australia. Further, we expect to see similar to slightly higher levels of leasing activity in the second half of 2005 as we saw in the first half."

INVESTMENTS

During the second quarter of 2005, Crown Castle invested $231.8 million in capital expenditures and the purchase of its equity and convertible securities. During the quarter, Crown Castle purchased approximately 10.4 million shares of its common stock using approximately $175.8 million in cash, an average of $16.94 per share, and utilized $43.7 million in cash to retire $24.6 million of face value of its 4% Convertible Notes (convertible to common shares at $10.83 per share), reducing potential shares outstanding by 2.3 million. Common shares outstanding -- basic and diluted -- were 215.8 million on June 30, 2005. Also during the second quarter of 2005, Crown Castle spent $12.3 million on capital expenditures, comprised of $2.7 million of sustaining capital expenditures and $9.6 million of revenue generating capital expenditures.

On July 12, 2005, Crown Castle announced that it had entered into a definitive agreement to acquire 467 towers from TrinTel Communications, Inc. ("TrinTel"), based in Irving, Texas, for approximately $145 million in cash. Crown Castle's acquisition of the TrinTel towers closed August 1, 2005. TrinTel's portfolio currently produces approximately $14 million in annualized site rental revenue, over 98% of which is derived from wireless telephony tenants, and approximately $9 million in annualized site rental gross margin. The towers were built between 1998 and 2001, with an average age of 4.7 years, and are primarily located in key US markets, such as Dallas-Fort Worth and Detroit. Crown Castle funded the acquisition entirely through borrowings under its new credit facility (described below).

Also on July 12, 2005, Crown Castle announced it had made an additional investment of $55 million in FiberTower Corporation ("FiberTower"), a privately-held provider of backhaul services. FiberTower designs, deploys and operates radio-based backhaul networks for major wireless carriers. Crown Castle retains approximately 32%, on a fully diluted basis, of FiberTower and remains FiberTower's largest shareholder. As part of Crown Castle's investment, FiberTower raised a total of $150 million through an equity offering, with investments from several prominent private equity firms.

BALANCE SHEET IMPROVEMENTS

On June 8, 2005, Crown Castle completed the sale of $1.9 billion of Senior Secured Tower Revenue Notes, Series 2005-1 ("Notes"), issued by an indirect US subsidiary. The Notes consist of five classes, which are all rated investment grade. The weighted average interest rate on the various classes of Notes is approximately 4.89%, entirely on a fixed interest rate basis.

Crown Castle used most of the net proceeds received from the Notes to fund the purchase of its 10 3/4% Senior Notes, 9 3/8% Senior Notes, 7.5% Senior Notes and 7.5% Series B Senior Notes, to repay its outstanding Crown Castle Atlantic credit facility, and to fund the redemption of its outstanding 9% Senior Notes, 9 1/2% Senior Notes, 10 3/8% Senior Discount Notes and 11 1/4% Senior Discount Notes. The balance of the net proceeds is expected to be used for general corporate purposes.

The Notes provide Crown Castle with the flexibility to use cash flow generated by its subsidiaries after debt service for any corporate purpose, subject to certain restrictions. As a result, Crown Castle may invest in tower acquisitions, tower builds, common stock repurchases, dividends or other investments it deems attractive without the significant limitations that previously existed under its high-yield notes.

In addition, the Notes allow, subject to certain conditions, for the issuance of additional notes based on increases in cash flow from growth on the existing tower assets and from newly acquired or built tower sites.

Further, on August 1, 2005, Crown Castle completed a $275 million revolving credit facility. Borrowings under the credit facility may be used for general corporate purposes, including capital expenditures, acquisitions, common stock purchases and dividends. Under the terms of the facility, Crown Castle may use up to $100 million of borrowings for stock purchases and dividends. Borrowings under the facility will bear interest at a rate per annum of 200 to 275 basis points (based on interest expense coverage) plus LIBOR.

KeyBank National Association and Calyon New York Branch were the co-lead arrangers of the credit facility. Royal Bank of Scotland was the documentation agent of the credit facility. The syndicate of lenders also included Morgan Stanley and Lehman Brothers.

"We are very excited to have completed a number of important milestones during the last several months," stated Ben Moreland, Chief Financial Officer of Crown Castle. "The $1.9 billion Notes offering, the completion of the $275 million revolving credit facility and the elimination of nearly all of our outstanding high-yield notes contributed to a vastly simplified, cheaper and more flexible capital structure. We have eliminated virtually all restrictions on the use of cash generated by our business after debt service, significantly reduced our annual interest expense and created an ongoing borrowing mechanism that should enable us to lever the growth that we expect in our business. As evidenced by the significant investments in our common stock and the acquisition of the TrinTel towers, our recent financing activities position Crown Castle to continue to make investments that drive recurring cash flow per share. We remain focused on our long-term goal of 20% to 25% annual growth in recurring cash flow per share through the expected growth in our core tower business and related investments."

OUTLOOK

The following outlook tables are based on current expectations and assumptions and assume a US dollar to Australian dollar exchange rate of 0.73 US dollars to 1.00 Australian dollars. 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 Securities and Exchange Commission.

     The following tables set forth Crown Castle's current outlook:



    (dollars in millions)      Third Quarter  Fourth Quarter    Full Year
                                     2005           2005           2005

    Site Rental Revenue          $149 to 151    $153 to 156    $590 to 595
    Site Rental Cost of
     Operations                   $49 to 51      $49 to 51     $194 to 196
    Site Rental Gross Margin      $98 to 100    $102 to 105    $395 to 400
    Adjusted EBITDA               $80 to 82      $82 to 84     $320 to 325
    Interest Expense              $28 to 30      $28 to 30     $130 to 134
    Sustaining Capital
     Expenditures                  $4 to 6        $2 to 4       $10 to 14
    Recurring Cash Flow           $47 to 49      $49 to 52     $175 to 180

    Revenue Generating Capital
     Expenditures:
      Revenue Enhancing on
       Existing Sites              $7 to 9        $5 to 7       $20 to 25
      Land Purchases               $5 to 10       $5 to 10      $12 to 23
      New Site Construction        $5 to 10      $10 to 15      $20 to 30
    Total Revenue Generating
     Capital Expenditures         $17 to 29      $20 to 32      $52 to 78


    CONFERENCE CALL DETAILS

Crown Castle has scheduled a conference call for Wednesday, August 3, 2005, at 10:30 a.m. eastern time to discuss second quarter results and Crown Castle's Outlook. Please dial 303-262-2051 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 12:30 p.m. eastern time on Wednesday, August 3, 2005 through 11:59 p.m. eastern time on Wednesday, August 10, 2005 and may be accessed by dialing 303-590-3000 using passcode 11034431#. An audio archive will also be available on Crown Castle's website at http://www.crowncastle.com shortly after the call and will be accessible for approximately 90 days.

Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 76 of the top 100 United States markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 11,000 and 1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle visit: http://www.crowncastle.com .

              Non-Cash Compensation and Discontinued Operations

Crown Castle incurs non-cash compensation charges related to the issuance of restricted stock and stock options to certain employees and executives. Beginning in the first quarter of 2005 and in accordance with the provisions of SEC Staff Accounting Bulletin No. 107, Crown Castle is classifying all non- cash compensation as components of cost of operations and general and administrative costs. In prior periods, Crown Castle had shown non-cash compensation as a separate line-item on its income statement. Prior period amounts of non-cash compensation have been reclassified for comparison purposes.

In January 2005, Crown Castle adopted a plan to sell OpenCell, a small subsidiary that manufactures distributed antenna system equipment. As a result, Crown Castle has restated its financial statements to present the assets, liabilities, results of operations and cash flows of OpenCell as amounts from discontinued operations. Such restatements have been made for all periods presented.

              Summary of Non-Cash Amounts In Tower Gross Margin

In accordance with applicable accounting standards, Crown Castle recognizes site rental revenues and ground lease expenses monthly on a straight-line basis, regardless of whether the receipts and payments are in equal monthly amounts. An agreement, related to an acquisition in Australia, provides the seller with a rent-free period at the beginning of the lease term, and other agreements call for rent to be prepaid for a specified period. If, and to the extent the payment terms call for fixed escalations (as in fixed dollar or fixed percentage increases), the effect of such increases is recognized on a straight-line basis over the appropriate lease term. As a result of this accounting method, a portion of the revenue and expense recognized in a given period represents cash collected or paid in other periods.

A summary of the non-cash portions of our site rental revenues, ground lease expense and resulting impact on site rental gross margins is as follows:



    (dollars in thousands)                    For the Three Months Ended
                                                     June 30, 2005
    Non-Cash portion of site rental revenues:
      Amounts attributable to rent-free periods          $2,405
      Amounts attributable to straight-line
       recognition of fixed escalations                  $1,063
                                                         $3,468
    Non-Cash portion of ground lease expense:
      Amounts attributable to straight-line
       recognition of fixed escalations                  $3,530
    Non-Cash compensation charges                            71
    Non-Cash impact on site rental gross margins:         $(133)


                         Non-GAAP Financial Measures

This press release includes presentations of Adjusted EBITDA and recurring cash flow, which are non-GAAP financial measures.

Crown Castle defines Adjusted EBITDA as net income (loss) plus cumulative effect of change in accounting principle, income (loss) from discontinued operations, minority interests, credit (provision) for income taxes, interest expense, amortization of deferred financing costs, interest and other income (expense), depreciation, amortization and accretion, operating non-cash compensation charges, asset write-down charges and restructuring charges (credits). Adjusted EBITDA is not intended as an alternative measure of operating results (as determined in accordance with Generally Accepted Accounting Principles (GAAP)). 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.

Crown Castle defines recurring cash flow to be Adjusted EBITDA, less interest expense and less sustaining capital expenditures. Each of the amounts included in the calculation of recurring cash flow are computed in accordance with GAAP, with the exception of sustaining capital expenditures, which is not defined under GAAP. Sustaining capital expenditures are defined as capital expenditures (determined in accordance with GAAP) which do not increase the capacity or term of an asset. Recurring cash flow is not intended as an alternative measure of cash flow from operations (as determined in accordance with GAAP). Recurring cash flow is provided as additional information because management believes it to be useful in providing investors with a reasonable estimate of our cash flow available for discretionary investments (including expansion projects, improvements to existing sites, debt repayment, securities purchases and dividends) without reliance on additional borrowing or the use of our cash and cash equivalents.

Our measures of Adjusted EBITDA and recurring cash flow may not be comparable to similarly titled measures of other companies. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures.

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

     Adjusted EBITDA is computed as follows:

                                                 For the Three Months Ended
    (dollars in thousands)                      June 30, 2005  June 30, 2004
    Net income (loss)                             $(227,451)      $(50,780)
    Income (loss) from discontinued operations,
     net of tax                                      (2,347)       (15,108)
    Minority interests                                 (798)           277
    Credit (provision) for income taxes                 147            684
    Interest expense and amortization of
     deferred financing costs                        35,393         56,568
    Interest and other income (expense)             202,635          1,311
    Depreciation, amortization and accretion         72,712         70,473
    Operating non-cash compensation charges           1,753          6,203
    Asset write-down charges                            555          1,868
    Restructuring charges (credits)                     ---            ---
    Adjusted EBITDA                                 $82,599        $71,496



     Recurring Cash Flow is computed as follows:

                                                 For the Three Months Ended
    (dollars in thousands)                      June 30, 2005  June 30, 2004
    Net cash provided by operating activities       $34,530        $36,796
    Add: Other adjustments(A)                        12,676        (21,868)
    Less: Sustaining capital expenditures            (2,751)        (3,486)
    Recurring Cash Flow                             $44,455        $11,442

     (A)  Other adjustments include adjustments for changes in assets and
          liabilities, excluding the effects of acquisitions, restructuring
          charges and provision for income taxes.



     Sustaining Capital Expenditures is computed as follows:

                                                 For the Three Months Ended
    (dollars in thousands)                      June 30, 2005  June 30, 2004
    Capital expenditures                            $12,333        $12,643
    Less: Revenue enhancing on existing sites        (4,887)        (6,618)
    Less: Land purchases                               (795)           ---
    Less: New site construction                      (3,900)        (2,539)
    Sustaining Capital Expenditures                  $2,751         $3,486



    Adjusted EBITDA for the quarters ending September 30, 2005 and
December 31, 2005 and the year ending December 31, 2005 is forecasted as
follows:

    (dollars in millions)       Q3 2005          Q4 2005       Full Year 2005
                                Outlook          Outlook           Outlook

    Net income (loss)        $(22) to (34)    $(16) to (29)    $(388) to (431)
    Minority interests         (1) to (2)       (1) to (2)          0 to (4)
    Credit (provision) for
     income taxes              0.1 to 0.2       0.1 to 0.2        0.5 to 2
    Interest expense and
     amortization of
     deferred financing
     costs                      28 to 30         28 to 30         130 to 134
    Interest and other
     income (expense)            2 to 3           0 to 2          285 to 295
    Depreciation,
     amortization and
     accretion                  70 to 75         72 to 77         280 to 300
    Operating non-cash
     compensation charges        5 to 6           1 to 2            8 to 10
    Asset write-down charges     0 to 2           0 to 2            2 to 5
    Restructuring charges
     (credits)                     ---              ---             8 to 9
    Adjusted EBITDA            $80 to 82        $82 to 84        $320 to 325



    Recurring Cash Flow for the quarters ending September 30, 2005 and
December 31, 2005 and the year ending December 31, 2005 is forecasted as
follows:

    (dollars in millions)       Q3 2005          Q4 2005       Full Year 2005
                                Outlook          Outlook           Outlook

    Net cash provided by
     operating activities      $48 to 53        $48 to 54        $169 to 190
    Add: Other adjustments(A)    0 to 5           0 to 5            0 to 20
    Less: Sustaining capital
     expenditures              (4) to (6)       (2) to (4)       (10) to (14)
    Recurring Cash Flow        $47 to 49        $49 to 52        $175 to 180

     (A)  Other adjustments include adjustments for changes in assets and
          liabilities, excluding the effects of acquisitions, restructuring
          charges and provision for income taxes.


    Other Calculations:

Annualized quarter over quarter changes for the quarter ending June 30, 2005 is calculated as follows:

                          Three Months  Three Months
                              Ended        Ended
    (dollars in millions)    June 30,     June 20,       Change    Annualized
                               2005         2004                    (x4) (A)

    Site rental revenue        $146.9       $132.5        $14.4        $57.4
    Less: Site rental
     cost of operations          47.8         45.6          2.2          8.6
    Site rental gross margin    $99.1        $86.9        $12.2        $48.8

    Interest expense             35.4         56.6        (21.2)       (84.7)
    Recurring Cash Flow          44.5         11.4         33.1        132.4

     (A)  Annualized calculations may not recalculate due to rounding



    Sustaining Capital Expenditures for the quarters ending September 30, 2005
and December 31, 2005 and year ending December 31, 2005 is forecasted as
follows:

    (dollars in millions)           Q3 2005        Q4 2005    Full Year 2005
                                    Outlook        Outlook        Outlook

    Capital expenditures           $21 to 35      $22 to 36      $62 to 92
    Less:  Revenue enhancing
     on existing sites             (7) to (9)     (5) to (7)    (20) to (25)
    Less: Land purchases           (5) to (10)    (5) to (10)   (12) to (23)
    Less: New site construction    (5) to (10)   (10) to (15)   (20) to (30)
    Sustaining Capital
     Expenditures                   $4 to 6        $2 to 4       $10 to 14



    Site Rental Gross Margin for the quarters ending September 30, 2005 and
December 31, 2005 and for the year ending December 31, 2005 is forecasted as
follows:

    (dollars in millions)           Q3 2005        Q4 2005    Full Year 2005
                                    Outlook        Outlook        Outlook

    Site rental revenue           $149 to 151    $153 to 156    $590 to 595
    Less: Site rental cost
     of operations                (49) to (51)   (49) to (51)  (194) to (196)
    Site Rental Gross Margin       $98 to 100    $102 to 105    $395 to 400



    Recurring Cash Flow for the quarters ending September 30, 2005 and
December 31, 2005 and for the year ending December 31, 2005 is forecasted as
follows:

    (dollars in millions)           Q3 2005        Q4 2005    Full Year 2005
                                    Outlook        Outlook        Outlook

    Adjusted EBITDA                $80 to 82      $82 to 84     $320 to 325
    Less: Interest expense        (28) to (30)   (28) to (30)  (130) to (134)
    Less: Sustaining capital
     expenditures                  (4) to (6)     (2) to (4)    (10) to (14)
    Recurring Cash Flow            $47 to 49      $49 to 52     $175 to 180


           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) growth in our business, demand for our towers and leasing rates and activity, (ii) growth in wireless minutes, (iii) availability of appropriate investments and return on investments, (iv) currency exchange rates, (v) site rental revenue, (vi) repair and maintenance expense, (vii) customer payments, (viii) site rental cost of operations, (ix) site rental gross margin, (x) Adjusted EBITDA, (xi) interest expense, (xii) sustaining capital expenditures, (xiii) recurring cash flow (including recurring cash flow per share), (xiv) revenue enhancing capital expenditures on existing sites, (xv) land purchases, (xvi) new site construction, and (xvii) revenue generating capital expenditures. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to prevailing market conditions and the following:

     *  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 or consolidation of, network sharing among, 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.
     *  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.
     *  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 the growth in our revenues.
     *  2.5G/3G and other technologies 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 extend these leases.
     *  We may need additional financing, which may not be available, for
        strategic growth opportunities.
     *  Restrictive covenants on our debt instruments may limit our ability to
        take actions that may be in our best interests.
     *  Laws and regulations, which may change at any time and with which we
        may fail to comply, regulate our business.
     *  We are heavily dependent on our senior management.
     *  Our network services business has historically experienced significant
        volatility in demand, which reduces the predictability of our results.
     *  We may suffer from future claims if radio frequency emissions from
        wireless handsets or equipment on our 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.

     Contacts:  W. Benjamin Moreland, CFO
                Jay Brown, Treasurer
                Crown Castle International Corp.
                713-570-3000



                         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,
                                   2005        2004        2005        2004

    Net revenues:
      Site rental                $146,867    $132,507    $287,793    $262,687
      Network services and other   20,818      18,248      36,997      32,951
        Total net revenues        167,685     150,755     324,790     295,638
    Costs of operations
     (exclusive of depreciation,
     amortization and accretion):
      Site rental (including
       non-cash compensation
       charges)                    47,759      45,618      95,439      90,220
      Network services and other
       (including non-cash
       compensation charges)       14,403      12,106      25,871      23,141
        Total costs of operations  62,162      57,724     121,310     113,361
    General and administrative
     (including non-cash
     compensation charges)         23,890      27,367      46,437      49,633
    Corporate development             787         371       1,219         810
    Restructuring charges
     (credits) (including
     non-cash compensation
     charges)                         ---         ---       8,477         (33)
    Asset write-down charges          555       1,868         991       3,816
    Depreciation, amortization
     and accretion                 72,712      70,473     144,884     141,216
      Operating loss                7,579      (7,048)      1,472     (13,165)
    Interest and other income
     (expense)                   (202,635)     (1,311)   (285,652)    (26,727)
    Interest expense and
     amortization of deferred
     financing costs              (35,393)    (56,568)    (74,662)   (113,890)
      Loss from continuing
       operations before income
       taxes and minority
       interests                 (230,449)    (64,927)   (358,842)   (153,782)
    Provision for income taxes       (147)       (684)       (291)     (1,337)
    Minority interests                798        (277)      2,073        (408)
      Loss from continuing
       operations                (229,798)    (65,888)   (357,060)   (155,527)
    Income (loss) from
     discontinued operations,
     net of tax                     2,347      15,108         848      28,110
      Net loss                   (227,451)    (50,780)   (356,212)   (127,417)
    Dividends on preferred stock   (9,568)     (9,332)    (19,221)    (19,028)
    Net loss after deduction of
     dividends on preferred
     stock                      $(237,019)   $(60,112)  $(375,433)  $(146,445)

    Per common share - basic
     and diluted:
        Loss from continuing
         operations             $   (1.10)   $  (0.34)  $   (1.70)  $   (0.79)
        Income (loss) from
         discontinued operations     0.01        0.07         ---        0.13
        Net loss                $   (1.09)   $  (0.27)  $   (1.70)  $   (0.66)
    Common shares outstanding -
     basic and diluted            218,237     221,853     220,919     220,574

    Adjusted EBITDA (before
     restructuring and asset
     write-down charges):
        Site rental             $  91,373    $ 79,781     177,372     158,814
        Network services
         and other                 (8,774)     (8,285)    (18,247)    (18,562)
          Total Adjusted EBITDA $  82,599    $ 71,496   $ 159,125   $ 140,252

    Non-cash compensation charges:
        Site rental non-cash
         compensation charges   $      71    $    215   $     118   $     292
        Network services
         non-cash compensation
         charges                       35         109          59         148
        General and administrative
         non-cash compensation
         charges                    1,647       5,879       3,124       7,978
          Total operating non-cash
           compensation charge      1,753       6,203       3,301       8,418
        Restructuring non-cash
         compensation charges         ---         ---       6,424         ---
          Total non-cash
           compensation charges $   1,753    $  6,203   $   9,725   $   8,418



                       Crown Castle International Corp.
                     Condensed Consolidated balance sheet
                                (in thousands)

                                                       June 30,      Dec. 31,
                                                         2005          2004

                     ASSETS
    Current assets:
      Cash and cash equivalents                        $258,962      $566,707
      Receivables, net of allowance for
       doubtful accounts                                 13,059        28,366
      Inventories                                         4,318         4,781
      Deferred site rental receivable                     4,974         6,395
      Prepaid expenses and other current assets          28,001        28,771
      Restricted cash (including amounts returned on
       July 15, 2005 of $24,451)                         81,676           ---
      Assets of discontinued operations                     ---         3,693
          Total current assets                          390,990       638,713
    Restricted cash                                       2,500           ---
    Property and equipment, net of accumulated
     depreciation                                     3,242,818     3,368,166
    Goodwill                                            333,718       333,718
    Deferred site rental receivable                      88,734        84,928
    Deferred financing costs and other assets,
     net of accumulated amortization                    139,037       145,997
                                                     $4,197,797    $4,571,522

            LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                                  $10,398       $12,168
      Accrued interest                                    8,701        43,308
      Accrued compensation and related benefits           8,458        15,445
      Deferred rental revenues and other accrued
       liabilities                                      117,130       116,326
      Liabilities of discontinued operations                ---           568
      Long-term debt, current maturities                 52,927        97,250
          Total current liabilities                     197,614       285,065
    Long-term debt, less current maturities           1,975,686     1,753,148
    Deferred ground lease payable                       123,812       116,874
    Other liabilities                                    39,798        44,302
          Total liabilities                           2,336,910     2,199,389
    Minority interests                                   28,192        30,468
    Redeemable preferred stock                          508,709       508,040
    Stockholders' equity                              1,323,986     1,833,625
                                                     $4,197,797    $4,571,522

     Note:  In accordance with the Indenture Agreement governing the Notes,
            all rental cash receipts for the month are restricted and held by
            the trustee.  Amounts in excess of reserve balances as calculated
            by the trustee are returned to the Company on the 15th of the
            subsequent month.



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

                                                          Six Months Ended
                                                              June 30,
                                                         2005          2004

    Cash flows from operating activities:

      Net loss                                        $(356,212)    $(127,417)
      Adjustments to reconcile net loss to
       net cash provided by operating activities:
         Depreciation, amortization and accretion       144,884       141,216
         Losses on purchases of long-term debt          281,121        24,367
         Amortization of deferred financing costs
          and discounts on long-term debt                 2,370         5,773
         Non-cash compensation charges                    9,725         8,418
         Asset write-down charges                           991         3,816
         Minority interests                              (2,073)          408

         Equity in losses and write-downs of
          unconsolidated affiliates                       4,921         2,578
         Loss (income) from discontinued operations        (848)      (28,110)
         Interest rate swap termination payment             655           ---
         Changes in assets and liabilities:
            Increase (decrease) in accrued interest     (34,607)       (5,358)
            Increase (decrease) in accounts payable      (1,750)         (791)
            Increase (decrease) in deferred rental
             revenues, deferred ground lease payables
             and other liabilities                         (924)          823
            Decrease (increase) in receivables           15,151         1,930
            Decrease (increase) in inventories,
             prepaid expenses, deferred site
             rental receivable and other assets          (1,833)       (2,182)
               Net cash provided by (used for)
                operating activities                     61,571        25,471

    Cash flows from investing activities:
      Proceeds from investments and disposition
       of property and equipment                          1,602         1,480
      Capital expenditures                              (21,932)      (19,244)
      Investments in affiliates and other                   ---       (14,333)
      Maturities of investments                             ---        62,650
      Purchases of investments                              ---       (36,050)
               Net cash provided by (used for)
                investing activities                    (20,330)       (5,497)

    Cash flows from financing activities:
      Proceeds from issuance of long-term debt        1,900,000           ---
      Proceeds from issuance of capital stock            25,086        26,273
      Purchases and redemption of long-term debt     (1,793,291)     (267,359)
      Payments under revolving credit agreements       (180,000)      (15,000)
      Purchases of capital stock                       (179,875)      (17,009)
      Principal payments on long-term debt                  ---       (14,365)
          Incurrence of financing costs                 (29,665)         (412)
      Initial funding of restricted cash                (48,968)          ---
      Net (increase) decrease in restricted cash        (35,208)          ---
      Interest rate swap payments                        (6,381)          ---
      Dividends on preferred stock                       (4,125)          ---
               Net cash used for financing activities  (352,427)     (287,872)

    Effect of exchange rate changes on cash                (532)         (921)
    Discontinued operations                               3,973        51,892
    Net decrease in cash and cash equivalents          (307,745)     (216,927)
    Cash and cash equivalents at beginning of period    566,707       409,584
    Cash and cash equivalents at end of period         $258,962      $192,657

    Supplemental disclosure of cash flow information:
      Interest paid                                    $104,782      $111,925
      Income taxes paid                                   7,291           337



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

                                                  Quarter Ended 9/30/04
                                           CCUSA     CCAL      EmB     CCIC
    Revenues
      Site Rental                         125,546    9,683      ---   135,229
      Services                             13,900      975       81    14,956
    Total Revenues                        139,446   10,658       81   150,185

    Operating Expenses
      Site Rental                          42,377    3,427      ---    45,804
      Services                              9,201      892      624    10,717
    Total Operating Expenses               51,578    4,319      624    56,521

    General & Administrative
      Site Rental                           4,211    2,517      ---     6,728
      Services                             14,403      ---    1,805    16,208
    Total General & Administrative         18,614    2,517    1,805    22,936

    Operating Cash Flow                    69,254    3,822   (2,348)   70,728

    Corporate Development                     211      ---      ---       211

    Add: Non-Cash Compensation              1,433        9              1,442

    Adjusted EBITDA                        70,476    3,831   (2,348)   71,959



                                                   Quarter Ended 9/30/04
                                            CCUSA     CCAL      EmB      CCIC
    Gross Margins:
       Site Rental                           66%       65%      N/M       66%
       Services                              34%        9%      N/M       28%

    Operating Cash Flow Margins              50%       36%      N/M       47%

    Adjusted EBITDA Margin                   51%       36%      N/M       48%



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

                                                 Quarter Ended 12/31/04
                                           CCUSA     CCAL       EmB     CCIC
    Revenues
      Site Rental                         128,838   10,711      ---   139,549
      Services                             16,907    1,003       76    17,986
    Total Revenues                        145,745   11,714       76   157,535

    Operating Expenses
      Site Rental                          43,474    4,655      ---    48,129
      Services                             11,494      825      575    12,894
    Total Operating Expenses               54,968    5,480      575    61,023

    General & Administrative
      Site Rental                           4,629    3,039      ---     7,668
      Services                             16,303      ---    1,125    17,428
    Total General & Administrative         20,932    3,039    1,125    25,096

    Operating Cash Flow                    69,845    3,195   (1,624)   71,416

    Corporate Development                     434      ---      ---       434

    Add: Non-Cash Compensation              3,212       16              3,228

    Adjusted EBITDA                        72,623    3,211   (1,624)   74,210



                                                  Quarter Ended 12/31/04
                                            CCUSA     CCAL      EmB      CCIC
    Gross Margins:
       Site Rental                           66%       57%      N/M       66%
       Services                              32%       18%      N/M       28%

    Operating Cash Flow Margins              48%       27%      N/M       45%

    Adjusted EBITDA Margin                   50%       27%      N/M       47%



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

                                                  Quarter Ended 3/31/05
                                           CCUSA     CCAL      EmB      CCIC
    Revenues
      Site Rental                         130,692   10,173       61   140,926
      Services                             14,138    2,041      ---    16,179
    Total Revenues                        144,830   12,214       61   157,105

    Operating Expenses
      Site Rental                          43,011    4,590       79    47,680
      Services                             10,277      915      276    11,468
    Total Operating Expenses               53,288    5,505      355    59,148

    General & Administrative
      Site Rental                           4,472    2,836      ---     7,308
      Services                             14,587      ---      652    15,239
    Total General & Administrative         19,059    2,836      652    22,547

    Operating Cash Flow                    72,483    3,873     (946)   75,410

    Corporate Development                     ---      ---      432       432

    Add: Non-Cash Compensation              1,506       14       28     1,548

    Adjusted EBITDA                        73,989    3,887   (1,350)   76,526



                                                  Quarter Ended 3/31/05
                                            CCUSA     CCAL      EmB      CCIC
    Gross Margins:
       Site Rental                           67%       55%      N/M       66%
       Services                              27%       55%      N/M       29%

    Operating Cash Flow Margins              50%       32%      N/M       48%

    Adjusted EBITDA Margin                   51%       32%      N/M       49%



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

                                                 Quarter Ended 6/30/05
                                           CCUSA     CCAL      EmB      CCIC
    Revenues
      Site Rental                         133,540   13,260       67   146,867
      Services                             19,082    1,736      ---    20,818
    Total Revenues                        152,622   14,996       67   167,685

    Operating Expenses
      Site Rental                          43,250    4,387      122    47,759
      Services                             13,092      924      387    14,403
    Total Operating Expenses               56,342    5,311      509    62,162

    General & Administrative
      Site Rental                           4,657    3,256      ---     7,913
      Services                             15,199      ---      778    15,977
    Total General & Administrative         19,856    3,256      778    23,890

    Operating Cash Flow                    76,424    6,429   (1,220)   81,633

    Corporate Development                     ---      ---      787       787

    Add: Non-Cash Compensation              1,513      107      133     1,753

    Adjusted EBITDA                        77,937    6,536   (1,874)   82,599



                                                   Quarter Ended 6/30/05
                                            CCUSA     CCAL      EmB      CCIC
    Gross Margins:
       Site Rental                           68%       67%      N/M       67%
       Services                              31%       47%      N/M       31%

    Operating Cash Flow Margins              50%       43%      N/M       49%

    Adjusted EBITDA Margin                   51%       44%      N/M       49%



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

                                                Quarter Ended
                              09/30/2004   12/31/2004  03/31/2005   06/30/2005
      Net income (loss)        $450,656     $(88,129)  $(128,761)   $(227,451)
      Income (loss) from
       discontinued operations,
       net of tax              (509,140)       1,065       1,499       (2,347)
      Minority interests            544       (1,154)     (1,275)        (798)
      Credit (provision)
       for income taxes          (6,856)         149         144          147
      Interest expense,
       amortization of deferred
       financing costs           52,281       40,599      39,269       35,393
      Interest and other income
       (expense)                 13,552       37,985      83,017      202,635
      Depreciation, amortization
       and accretion             69,925       72,424      72,172       72,712
      Operating non-cash
       compensation charges       1,442        3,228       1,548        1,753
      Asset write-down charges      ---        3,836         436          555
      Restructuring charges
       (credits)                   (445)       4,207       8,477          ---
      Adjusted EBITDA           $71,959      $74,210     $76,526      $82,599



     CCI FACT SHEET Q2 2005
     $ in thousands


                                              Q2 '04       Q2 '05    % Change
    CCUSA
    Site Rental Revenue                      $121,058     $133,540      10%
    Ending Sites                               10,608       10,606       0%

    CCAL
    Site Rental Revenue                       $11,449      $13,260      16%
    Ending Sites                                1,388        1,388       0%

    CC EmB
    Site Rental Revenue                            $0          $67     N/A
    Ending Sites                                  ---          ---     N/A

    TOTAL CCIC
    Site Rental Revenue                      $132,507     $146,867      11%
    Ending Sites                               11,996       11,994       0%

    Ending Cash and Investments              $192,657     $258,962 *

    Debt
    Bank Debt                              $1,455,385           $0
    Bonds                                  $1,718,752   $2,028,613
    6 1/4% & 8 1/4% Convertible
     Preferred Stock                         $507,371     $508,709
    Total Debt                             $3,681,508   $2,537,322

    Leverage Ratios
    Net Bank Debt / LQA EBITDA                    N/A          N/A
    Net Bank Debt + Bonds  / LQA EBITDA         10.4X         5.4X
    Total Net Debt / LQA EBITDA                 12.2X         6.9X
    Last Quarter Annualized Adjusted
     EBITDA                                  $285,984     $330,396

     *Excludes Restricted Cash of $84.2 million
SOURCE  Crown Castle International Corp.
    -0-                             08/02/2005
    /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 FIN
SU:  ERN CCA ERP FNC

CJ-CD
-- DATU028 --
3786 08/02/2005 16:01 EDT http://www.prnewswire.com

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