Crown Castle International Corp. Q1 2009 Earnings Call Transcript

| About: Crown Castle (CCI)

Crown Castle International Corp. (NYSE:CCI)

Q1 2009 Earnings Call

April 30, 2009 10:30 am ET


Ben Moreland - Chief Executive Officer

Jay Brown - Chief Financial Officer

Fiona McKone - Vice President of Finance


Rick Prentiss - Raymond James

Brett Feldman - Barclays Capital

Jonathan Atkin - RBC Capital Markets

David Barden - Banc of America Merrill Lynch

Jason Armstrong - Goldman Sachs

Simon Flannery - Morgan Stanley

Gray Powell - Wachovia

Batya Levi - UBS

Jonathan Schildkraut - Jefferies

Chris Larson - Piper Jaffray

Michael McCormick - JP Morgan


Good morning, ladies and gentlemen. Thank you so much for standing by. Welcome to the Crown Castle International Corporation first quarter 2009 conference call. During today’s presentation all participants will be a listen-only mode. Following the presentation the conference will be open for questions. (Operator Instructions)

I’d now like to turn the conference over to Fiona McKone, Vice President of Finance. Please go ahead, ma’am.

Fiona McKone

Thank you. Good morning everyone. Thank you for joining us, as we review our first quarter 2009 results. With me on the call this morning are Ben Moreland, Crown Castle’s Chief Executive Officer; and Jay Brown, Crown Castle’s Chief Financial Officer.

To aid the discussion, we have posted supplemental materials in the Investor Section of our website at, which we will discuss throughout the call this morning. This conference call will contain forward-looking statements and information based on managements current expectations.

Although, the company beliefs that the expectations reflected in such forward-looking statements are reasonable, it can give no assurances that such expectations will prove to have been correct. Such forward-looking statements are subject to certain risks, uncertainties and assumptions.

Information about the potential factor that could affect the company’s financial results are available in the press release and in the risk factors section of the company’s filing with the SEC. If one or more of these other risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary significantly from those expected.

In addition, today’s call includes discussions of certain non-GAAP financial measures, including adjusted EBITDA, recurring cash flow and recurring cash flow per share. Tables reconciling such non-GAAP financial measures are available under the Investor Section of the company’s website at

With that, I’ll turn the call over to Jay.

Jay Brown

Thanks, Fiona and good morning everyone. I’m especially pleased with our first quarter results, as we have accomplished two very important things. First having extended our debt maturity schedule, we have eliminated the need to access the capital markets for almost five years. As we can now repay all of our upcoming debt maturities with cash on hand and projected cash flow.

Second, our operating results from the first quarter clearly demonstrate the quality of the assets that we own and operate and our continuing ability to execute at a level that exceeds our original outlook for 2009. I’d like to take you through the excellent results for the quarter. The increase in our 2009 outlook, as well as highlight the improvements in the capital structure since the last quarter call.

As highlighted on slide three of the presentation posted on our website, during the first quarter, we generated site rental revenue of $367.7 million, up $22.6 million or 7%. The first quarter results were impacted by the 27% decrease in the Australian dollar to US dollar exchange rate from the first quarter 2008 to first quarter 2009.

As you can see on the slides, we’ve provided the impact of the FX there on slide three. Site rental gross margin defined its tower revenues less cost of operations was $258 million, an increase of $25.3 million or up 11% from $232.7 million for the first quarter of 2008.

Adjusted EBITDA for the first quarter of 2009 was $242.4 million, an increase of $31.4 million or up 15% in the first quarter of 2008. These growth rates were achieved almost entirely through organic growth on assets that we owned as of January 1, 2008. Recurring cash flow defined as adjusted EBITDA less interest expense less sustaining capital expenditures, increased 12% to $131.8 million from $118.1 million in the first quarter of 2008 and recurring cash flow per share increased 9% from $0.42 in the first quarter of 2008 to $0.46 in the first quarter 2009.

Moving to the outlook for the second quarter 2009. We expect site rental revenue for the second quarter of between $370 million and $375 million. We expect site rental gross margin for the second quarter of between $254 million and $259 million. We expect adjusted EBITDA for the second quarter of between $235 million and $240 million and interest expense of between $108 million and $113 million, which includes approximately $12 million of non-cash interest expense.

We expect sustaining capital expenditure to be between $8 million and $10 million and recurring cash flow is expected to be between $116 million and $121 million. Based on the terrific start to the year and the strong growth in lease application volume, we have increased our outlook for site rental revenues, site rental gross margins, adjusted EBITDA and recurring cash flow for the full year 2009.

As shown on slide four, we expect site rental revenue for the full year 2009 of between 1,500,000,000, and 1,515,000,000, which is approximately 8% growth over 2008. We expect operating expenses in 2009, excluding land lease expense to be flat compared to 2008, allowing us to increase our 2009 outlook for site rental gross margin to between 1,035,000,000 and 1,050,000,000.

Furthermore, G&A expenses excluding stock-based comp are expected to be down slightly in 2009, compared to 2008 due to tighter management of expenses. The combination of increased revenue and lower costs results in a $32.5 million increase in expected 2009 adjusted EBITDA to between $960 million and $975 million, which is approximately 12% growth over 2008.

In order to help you reconcile our full year 2009 outlook with our first quarter results. Let me point out a few items that we benefited from in the first quarter that we don’t expect will recur during the balance of the year. Consistent with past years and as we expected in the guidance we provided for the first quarter, we received $2 million annual payment from a customer in Australia.

Also as we expected, first quarter repairs and maintenance were lower by approximately $3 million than our expectation for other quarter due to the limited amount of R&M that can be carried out in cold weather months and we have not assumed that we will replicate the amount of contribution from the services business in the other quarters of 2009.

We are assuming that gross margin from services will be lower by approximate $2 million to $3 million per quarter relative to the first quarter of 2009. Our assumption are based on the unpredictable nature of customer take rates in our services business and it’s not a reflection of an expectation of lower leasing activity or demand for the balance of the year.

Going back to our 2009 outlook, after making the adjustment for the recent $1.2 billion notes offering and the repayment of the $1.55 billion securitized notes to February 2011. We expect interest expense to be between $440 million and $445 million. Notably, this is unchanged from our prior guidance.

For the year total interest expense includes approximately $48 million of non-cash interest expense. We expect 2009 sustaining capital expenditures to be between $25 million and $30 million. This 2009 outlook translates into expected recurring cash flow of between $490 million and $505 million, $32.5 million higher than the guidance we provided in February.

Turning to the balance sheet as of March 31, 2009. Total debt at the end of the quarter was $6.5 billion. We also had $315 million of the six end of quarter convertible preferred stock outstanding as of March 31. Total net debt to LQA EBITDA or last quarter annualized adjusted EBITDA as of March 31, 2009 was 6.3 times, pro forma for the 7.75% notes. This approximates the lowest level of leverage in the company’s history and I expect this will continue to be true on an ongoing basis as we continue to delever the balance sheet.

Adjusted EBITDA out of cash interest expense as of March 31, 2009, pro forma again for the 7.75% senior secured notes was approximately 2.5 times. Both our adjusted EBITDA leverage and cash interest expense coverage were comfortably within the respective covenants.

Moving to investments and liquidity in the first quarter 2009. Capital expenditures were $39.3 million. Sustaining capital expenditures totaled approximately $5 million. We spent $24.7 million related to the addition of new tenants on existing sites. Following through on our commitment to reduced capital spending, which I discussed on previous calls.

During the first quarter 2009, we spent $3.4 million on land purchases and $6.2 million on new towers. Reducing capital expenditures related to lands purchases and new towers by 77%, compared to the fourth quarter of 2008. On our last call, I spent considerable time walking you through the mechanics of the forward starting interest rate swap.

As illustrated on slide five, the liability associated with these swaps is currently approximately $430 million based on five year LIBOR swap rate of 2.57%. The settlement date of the swap remains unchanged irrespective of the refinancing of the $1.55 billion notes due in February 2011.

We expect to settle the $31 million swap associated with the $294 million GSL two debts with cash in December of this year and expect to settle the other swaps on their respective settlement dates as lined out on the slide. On slide six, we have provided again some view of the sensitivity of these swaps to changes in interest rates.

Before I turn the call over to Ben, I’d like to take make a few comments about our capital structure. Since the beginning of the year, we have made significant progress in raising capital in order to deal with our upcoming debt maturities. We are one of the very few companies that have successfully accessed the credit market on multiple occasions since Labor Day, 2008, reflecting the quality of our business.

We believe that our ability to have raise debt in these difficult credit markets reflects investors’ ability to differentiate between quality and weaker credits and reflects the long term recurring nature of our contracted revenue stream and an expectation of continued growth in operating results. As a matter of fact, our most recent bond was issued inline with Triple B rated notes of similar duration.

As we previously disclosed in January 2009, we issued $900 million of 9% senior notes due in 2015. Since January 1, we have purchased $319.5 million of securitized notes in the open market for $305.3 million, which represents a 4% discount to the face amount of such notes. These purchases were comprised of $72 million face value of the securitized notes due in December 2009 purchased for $71.3 million and $247.5 million face value of the securitized notes due in February 2011 purchased for $234 million.

Two weeks ago, we priced a $1.2 billion offering of 7.75% senior secured notes, which together with the cash on hand from the January offering, will enable to us repay the securitized notes due in February 2011 and to meaningfully extend this maturity to 2017.

Pro forma for the completion of the 7.75% notes and the repayment of the securitized notes due February 2011, we expect to have approximately $274 million in cash and cash equivalents excluding restricted cash and our $188 million revolver will be undrawn. Given our cash position, we are able to repay the remaining portion of our December 2009 securitized notes with cash.

In summary as shown on slide seven, by year end, we will have refinanced, repurchased or repaid all of our material upcoming debt maturities through 2013 including both of the legacy global signal securitized notes totaling $1.8 billion with a combination of cash and proceeds from debt offerings and we will have five years before the next sizeable fixed maturity, our $606 million term loans due in March of 2014.

These debt issuances have eliminated the refinancing pressure and allow us time to consider our options with respect to the $3.45 billion of tower revenues notes, which are secured by approximately 12,000 of our U.S. assets and the respective cash flow from those assets. Given that all of our required debt maturities through 2013 have been extended or could be repaid with cash on hand.

I’d like to spend a few minutes discussing in greater detail, the optionality that we have in dealing with the $3.45 billion of senior secured tower revenue notes. I think you will see that we have significant flexibility and can be opportunistic and how we approach refinancing these notes. By way of background, the $3.45 billion of senior secured tower revenue notes were issued in 2005 and 2006 and are secured by approximately half of our 24,000 towers and the respective cash flow from these assets.

Further the notes contain anticipated refinancing date for June 2010 for $1.9 billion of the notes and November 2011 for $1.55 billion of the notes. As we have explained before, we are not required to refinance or repay the $1.9 billion and the $1.55 billion tower revenue notes. On the anticipated refinancing date for June 2010 and November 2011 respectively.

As those notes have final legal maturity dates of 2035 and 2036 respectively. If we choose not to refinance or repay the notes by June 2010 and November 2011. The interest rates on the notes would increase by approximately 5% and the cash generate by these assets would begin to amortize the debt outstanding. The notes are structured such that all of the principal amount of the notes would be expected to be retired well in advance of the legal maturity of the debt, if the notes were not refinanced.

As I think, you’ll see as I go through the detail of the notes and our cash flow, I’m comfortable that we have sufficient liquidity and cash flow to run our business in the event that these notes begin to amortize with all of the cash flows underlying these notes. Let me say that this is not our intention to allow these notes to trigger the amortizing provisions, but in the event that these provisions are triggered, I’d like to spend sometime walking you through the practical implications of such a scenario.

Referring to slide eight, if we have not refinanced the debt by the respected anticipated refinancing dates. The cash flow on these approximately 12,000 towers after all direct operating expenses, interest expense on these notes, maintenance CapEx and the management fee equal the 7.5% of the revenues, would go directly to amortize the debt.

Importantly, the approximately 5% interest rate step up that I mentioned, applies only to the principal balance outstanding and it’s not paid to the holders until all of the principal is retired. In other words, the increased interest is accrued during the period, in which the principal is being repaid and we do not pay interest on the accrued interest step up. Obviously, this lowers the effective interest rate on these notes.

For example, if the cash flows from the assets fully retired the debt of over approximately eight years, then the effective interest rate would be approximately 8%. The effective rate is certainly attractive in the current capital markets environment. In the event that the cash flow on the 12,000 towers is going directly to amortize these notes, at our current run rates. We have enough cash flow from our other assets to service with our other funding needs.

As illustrated on slide nine, cash flow from our other various assets subsidiaries including management fees flows up to support our obligation that the parent and the operating company levels. To summarize slide nine based on the current cash flows, we are producing approximately $370 million of annual cash flow from such subsidiaries, ignoring the cash flow currently produced by the 12,000 assets securing the $3.45 billion senior secured notes, which is sufficient to service the parents and operating company funding needs of approximately $322 million per year.

As shown on the slide assuming no growth in cash flows between now and June 2010, which we would certainly expect to occur. We could continue to pay all debt obligations, maintain our current G&A levels, as well as continue to fund capital expenditures associated with adding new tenants to our towers. In other words, we would not expect any significant change to how we are operating our business, if these secured notes were to begin to amortize from the cash flow of approximately half of our assets.

To reiterate, it is our intention to attempt to refinance the tower revenue notes in advance of the anticipated refinancing dates, but we thought it would be helpful to walk you through the alternative, including the relatively preferential effective interest rate and illustrate that even in the amortization scenario we have sufficient cash flow to continue to operate our business and service all of our obligations.

Further we could refinance $3.45 billion through the issuance of incremental notes overtime that is, we don’t have to do a $3.45 billion financing in a single offering. We could refinance these notes with the issuance of additional debt at the parent or at the asset level. Any incremental notes issued at the asset level would have to be issued with similar terms as the existing notes.

In summary, as we weigh our options and alternatives for refinancing or repaying the $3.45 billion of notes over the next several years. I believe that we have a valuable option of extending the repayment of these notes or refinancing the notes, if there is an attractive alternative in the capital markets. Clearly, we are now able to be opportunistic in our refinancing approach, given the significant action that is we’ve taken during the first four months of 2009.

To recap, I’m very pleased with the operating results achieved in the first quarter. I’m excited about the upward momentum of our 2009 outlook. We have sufficient cash flow to meet all of our maturities through 2014 without accessing the credit markets and we have time to address the tower revenue notes opportunistically.

With that, I’ll turn the call over to Ben.

Ben Moreland

Thanks, Jay and good morning again and thanks for all of you for joining the call this morning. As Jay just mentioned, we had an excellent first quarter; exceeding our outlook for site rental gross margin, adjusted EBITDA and recurring cash flow. As reported in the press release, we’ve seen strong growth in leasing applications during the first four months of 2009. In fact, the highest level in recent memory.

Based on this activity and the strong first quarter results, we have raised our full year 2009 outlook and remain excited about the continued growth prospects for our business. Before we turn the call over for questions, I’d like to make a few comments about the overall environment and the exciting developments in our industry, which continues to drive usage and leasing demand.

The fundamentals in the industry remain very compelling. In 2008, U.S. wireless subscribers grew 5% to $285 million consumers with a combined 2.2 trillion minutes of use on their mobile devices, a 100 billion minute increase over 2007. Today, wireless represents a $148 billion market and the growth continues unabated as wireless data services become the primary driver.

Text messaging remains by far the most popular mobile data service today with 215 million subscribers paying for text messaging. While the number of calls has stayed pretty steady at about 200 per month for the average U.S. subscriber, the number of text messages has gone up for all subscribers turn average of about 447 text messages per month.

In 2008, U.S. consumers sent one trillion text messages almost tripling the previous year’s SMS traffic. In fact for the first time, text messaging is now more popular than making phone calls. While text messaging, the most mature of the data markets has grown rapidly, the growth opportunities in other richer and more bandwidth intensive mobile data services such as mobile internet access, mobile content and mobile video streaming are significant.

Due to the unconsciable demands for data, the industry has recently evolved from being coverage focused to capacity focused industry driven by the proliferation of 3G devices and the demands for new applications products and services. Daily mobile internet usage doubled in the last 12 months with nearly 22 million U.S. mobile users using their devices to access the web. Nine out of ten iPhone users are accessing the internet and 80% of G1 users browse the web daily.

Skyrocketing data demands, six to 14 times more data being consumed over the past year depending upon the wireless company, results in the need for more robust networks for continued revenue growth.

Applications for mobile devices have created a revolution in mobile content availability evidenced by the seven fold growth in web addresses that are created specifically for locating content that’s configured for mobile phones. There are now 1.1 mobile site addresses worldwide that have content that works on mobile phones, compared to 150,000 last year. The relevance of the growth and application to our business is that the devices will continue to become more and more compelling, driving increased usage.

To site a few of the application related statistics iPhone recently passed 1 billion applications downloaded in a little more than nine months after the iPhone App Store was launched. Similarly, there have been approximately 1 million G1 devices sold to-date with an average user using or downloading 40 Apps from the android market.

The G1 customers use data services 50 times more than their average voice centric phone users and 80% browse the web on their mobile phone everyday. Blackberry just launched their App World in April, at CTIA and we would expect to see the same sort of usage we’re seeing from the iPhone in G1 devices.

Some notable statistics on mobile content and its importance to the carriers; today approximately 213 million are paying for text messaging on a regular basis, 115 million subscribers are paying for mobile internet access and 64 million subscribers are downloading content and 18 million already are paying for mobile video.

This is obviously an important source of revenue for the carriers and represented approximately $7.8 billion of the carrier’s revenues for the fourth quarter of 2008, with 34% of that coming from text messaging and 28% coming from accessing the internet on a mobile environment.

The growth in wireless data revenue is also driven by the increase in integrated devices. Despite the economic conditions Smartphone upgrades continue to grow and represented 46% of total upgrades in the first quarter, up from 39% in the fourth quarter of 2008 and 31% in the third quarter of 2008.

Importantly the growth in devices is expected to increase U.S. wireless industry data revenue by $47 billion from 2008 to 2013. Two-thirds of this growth is expected to be attributable to an increase in Smartphone penetration to 35% conservatively estimated by 2013, compared to a base of 14% today.

Some of this penetration is already evident. The carriers, specifically AT&T reported that their number of subscribers with 3G devices more than doubled in the first quarter of 2009, compared to the same period last year to 41% from about 20% a year earlier.

During their recent first quarter calls, Verizon and AT&T stated that wireless data revenues in the quarter grew 37% to $3.6 billion pro forma for the acquisition of Alltel and to 39% or $3.2 billion respectively year-over-year and wireless remains the carriers most important business segment.

In fact AT&T reported the data average revenue per user or ARPU was up 27% year-over-year and represented 27% of AT&T’s first quarter wireless revenue, up 22% in the first quarter 2008. Similarly data represented 28% of Verizon’s first quarter 2009 revenue, up from 23% in the first quarter of 2008.

Notably 80% of Verizon wirelesses service revenue rose this quarter was from wireless data, confirming the importance of every carrier having a robust data service. Not to bore you with all these statistics, but from our advantage point it is the explosion of data services and the networks that supported, whether the continuation of 3G service networks or the new 4G networks under construction. That is driving the demand for site leasing.

Only to wrap up, before move onto questions; I’d like to reiterate a few of the points from the call this morning. We are obviously very pleased with our results. We believe they demonstrate the quality of our assets, combined with our ability to execute for our customers.

We have proactively and deliberately addressed all of our near term hard debt maturities and will not be required to access the credit markets again until 2014. We are off to a great start this year and are well positioned to benefit from strong leasing demand as reflected in the increase in our outlook for the full year 2009.

With that, operator, I’m pleased to turn the call over for questions.

Questions-and-Answer Session

(Operator Instructions) Your first question comes from Rick Prentiss - Raymond James.

Rick Prentiss - Raymond James

First question I got for you, obviously very strong quarter, big increase in the guidance for ‘09, also a we got a very visible business here, help us kind of understand what allowed you to really go above the high end of your ranges take your guidance up so much and maybe also address what you think this year starts out as far as loading, is it heavy first half, heavy second half, kind of level loading? Just update us a little bit on that, please.

Ben Moreland

Sure, Rick. Given the economic uncertainty over the last six months, since we put out our guidance for the first quarter and for the full-year 2009, we were a bit cautious. We want to do get a few months into the year and see how the leasing developed. We certainly had signs, which we spoke to on the first quarter call that leasing was going to be in good shape, but we really wanted to see those applications come in for a few more months and then see those starts to turn into leases and get down the path a little bit.

So, I think the raise in guidance is reflective of just tenants coming in at a pace bit higher than what we had embedded into our guidance previously and we forward that through the balance of the year. As we mentioned on our first quarter call, we thought that the leasing is going to be loaded about 40% first half of the year, 60% back half of the year. Given our way from where the number shake out it would suggested, it maybe even slightly more back end loaded than previously as we didn’t increased our expectations for the latter quarters of the year.

Rick Prentiss - Raymond James

Okay and then second question, in the past you’ve given us I think in the release the non-cash revenue, non-cash expense adjustments. Do you have that or are they still kind of washing each other out a little bit?

Jay Brown

Yes, Rick, we didn’t put that in this press release and the reason for that is, it’s basically a wash and has been for a long time. Our expectation is just going to continue to be a wash.

Rick Prentiss - Raymond James

I think we have third and fourth quarter last year was like less than $100 million, so, okay. Third question, as you look at your balance sheet, you’ve taken all the short term and even…

Jay Brown

Rick just one clarification. I think it was less than $1 million, not a $100 million.

Rick Prentiss - Raymond James

Yes as you thinking, your balance sheet taking care of the short term maturities, medium term maturities, how do you look at leverage levels and what do you think your options are to look at cost of debt in different structures given the effective rate of if you didn’t do the ARD, again your intention I think was pretty clear. You intended to do it, but 8% effective rate if you didn’t do it’s pretty attractive. What do you think is out there these days or what you might be looking at?

Jay Brown

I think the most recent quote we have would be the bond that we issued a few weeks ago; and like I said, I think we’ll be opportunistic so I don’t want to pin us down as to exactly how we’ll go about structuring the debt. I think we have time on our side and we’ll probably look to let the market shake out a little bit. We’ve demonstrated now that we have access at the parent level to do a bond as well as down at the asset level of secured bond.

So it could be a combination of a couple of different thing or we may end up depending on how the market shakes out we may end up trying to do all of it down at the asset level.

Rick Prentiss - Raymond James

Okay and as far as leverage targets, any change in that?

Jay Brown

No, I mean look, as we’ve allocated the capital and talked about that, I would expect we’ll continue to delever the balance sheet. Based on our pace, it’s about a turn per year, so as we get into, if you are sort of forecasting where we would be by June of 2010 that number probably looks something like about 5.5 times off of where we are at today of about 6.3 times. Certainly, from a coverage ratio standpoint, we’re covering interest at 2.5 times, which is a level that we’re very comfortable with.

Ben Moreland

The only thing I would add to that, I think it’s pretty interesting what Jay said in his remarks about the new bond we just did that’s pricing and trading right in line with Triple B levels and that was about a five times debt-to-cash flow issuance at that level. So I find that pretty instructive and probably a level we’ll sort of look towards, which would put us in the two and a half to three times coverage level than and pricing like Triple B risk, which I think is probably about the most efficient place for us to be.


Your next question comes from Brett Feldman - Barclays Capital.

Brett Feldman - Barclays Capital

Maybe just a follow-up here talking about your refinancing objectives, could you maybe just give us a sense as to some of the most important priorities? For example, you’ve talked about your ability to maintain flat levels of interest expense through your recent refinancing. Is it your expectation as you look at your options around the tower revenue notes, you will be trying to achieve the same thing whereby interest expense won’t be going up and also can you talk a little bit about maturity schedules and whether it’s a greater priority in the past to a little bit more?

Ben Moreland

Rick, let me make sure I cover what our most important priority was, which is what we just accomplished. We set meetings with many and different conferences and certainly on these calls have expressed our desire to deal with the uncertainty around the maturity schedule in a very aggressive manner, which is exactly what we’ve done. So, I’d suggest we have accomplished our most important priority and now it leads to the opportunistic approach that Jay has walked you through, but Jay, please chime in on the interest expense.

Jay Brown

With regards to how you think about the $3 billion, 3.5 billion of notes, I think the most important, I think you’ve seen us do a couple of different thing over a long period of time. One is we want to latter the maturity schedule and we’ve accomplished that in the two notes that we have coming up as you can see from the schedule.

We have some maturities in 2014; 2015 and 2017. So, I think that path of trying to latter the maturities over multiple periods will be something that we will aim to replicate. We are obviously going to be cost sensitive, which I’ve sort of laid out what the effective interest rate that we have.

I’d look at that as basically a call options if you will on what the interest rate could be and we will weigh that against another element that I think we’ve been pretty diligent in over the years, since we finance this business and that is flexibility around the cash flow and the investment of that cash flow and what we believe will drive long-term returns to the shareholders.

So, we certainly in the, one of the things that, obviously, we’ve eliminated the risk of refinancing and the offerings that we’ve done, but one of the things that I’m especially happy about is we’ve been able to do that while not compromising our flexibility. At the parent company the hope core bond that we just recently issued allows to us continues to buy back stock providing we are under seven times leverage or make investments in other assets.

So we’ve been able to come through this and refinance our debt and extend the maturity schedule. We are not compromising our long-term ability to invest cash flows or take certain action that we think strategically make sense for shareholders. So I think those are going to be the big drivers. I think pretty consistent the way we’ve done it in the past.

Brett Feldman - Barclays Capital

But as a practical matter, is it reasonable to assume that until you have really figured out what you’re are going to do about the tower revenue note that you will probably just accumulate cash for the purposes of debt reduction as opposed to doing things like buy back?

Jay Brown

I think that’s practical, yes.


Your next question comes from Jonathan Atkin -RBC Capital Markets.

Jonathan Atkin – RBC Capital Markets

Yes, I had a question about CapEx which was down considerably year-on-year and a lot of that was fewer land purchases, but the revenue enhancing CapEx on existing sites was actually up and I just wondered what some of the drivers were there?

Ben Moreland

Yes, John, that’s a number we continue to manage and work through. The run rate, I guess if you look at this quarter was about $24 million. I think best and we’ve spent a little time working on this as we go through our leasing.

Some of it is, we believe front loaded fourth quarter last year and first quarter this year. It looks like for the full year, it will be in the $80 million to $85 million range and we think that’s a reasonable run rate and it’s coming at about a one year pay back if you think about adding new tenants on towers.

If you look at the new additional revenue that comes with those improvements on the site, it’s about a twelve month pay back. So it is and has always been the highest returning activity available to the company and something that we view sort of as sacrosanct. We will always spend the appropriate capital to improve the sites to accommodate that additional tenancy.

As you saw from Jay’s chart on page nine, we certainly included that as a discretionary CapEx spending matter that we could continue to certainly fund even if we go into this cash trap condition as Jay outlined on his notes.

Jonathan Atkin – RBC Capital Markets

Then on the growth in site leasing rental just, can you talk about cash versus GAAP and some of the differences there at this point?

Jay Brown

One of the things that I think you’ve heard us talk about overtime is how the components of our revenue growth are come from. So, if you look at 2008 total revenues, site rental revenues, we did about $1.4 billion. Depending on how folks run their model at a 3% escalation that would assume $42 million of growth, 4% escalation that would be about $56 million of growth. We expect our GAAP revenues this year 2009, to increase right inside that range. So there’s no meaningful difference between our cash and GAAP growth rates.

Jonathan Atkin – RBC Capital Markets

And then quickly back to Ben’s response on the CapEx question. Are you having to look at augmenting the site, greater portion of the time or a lesser portion of the time compared to earlier periods when you get a new leasing application or is the nature of the CapEx that you’re putting into the structure changing?

Ben Moreland

John, I’d say that as we looked at it overtime, it is going up modestly, over sort of a full year trend and it’s something we’ve spent a lot of time on analyzing and it’s not concerning to us. We are also getting customer contributions at that level as well that are tracking that.

So, it’s not something that I see as really an issue and obviously it’s related, its success based and so more leasing means, you are going to spend more to augment the towers and so, I guess just overtime, the logic would follow that as these sites become more loaded as they certainly have over the time period, we’ve all been involved in this company.

If you are going to spend more overtime to make them accommodate more and so, it’s trending directionally higher, but not by any alarming amount, I believe last year we spent about $80 million on this number and I think this year it may be like $85 million and at the high end maybe $90 million, so really not a concern.

Jay Brown

Jon, one other thing to that comment, obviously we get paid back in the first years rent more than what we actually invest in this. So, this is a home run investment, incremental returns are well in excess of a 100% on a yield basis in the first year.

Jonathan Atkin – RBC Capital Markets

So the carrier contribution is all shows revenues rather than any kind of a contract CapEx item?

Jay Brown



Your next question comes from David Barden - Banc of America Merrill Lynch.

David Barden - Banc of America Merrill Lynch

If I could just three quick ones, just first not to kind of beat the dead horse, but just to kind of think again or get inside the head on the refinancing issue, so we’ve kind of set an 8% bogey, it sounds like for refinancing this 3.45. The secured paper right now is trading just under eight and the markets seem to be generally trending that way.

So, on the one hand, you’d rather kind of refunds closer to the date to keep your interest costs lower, but on the other hand you want to maybe just get rid of this issue and I think the equity holders would love if this is a gating issue for you to address it sooner, rather than later so that you can kind of start going back out and doing the acquisitions and the stock buybacks and the land repurchases that kind of can be accretive to the growth rate.

So, I was wondering kind of how you think about the balance between getting out there and doing tower things and then maybe from a strictly mathematical standpoint kind of pushing off the negative carry that a new refinancing would entail?

The second question was just on the trajectory the trends you’re seeing in carriers looking for 20 year lease, contracts to move into that kind of capitalized lease buckets and the third was just what leverage you are pulling on OpEx that are keeping things flat on the cost side? Thanks.

Jay Brown

Sure, Dave. On the first question, I wouldn’t describe the 3.45 billion of notes since really gating issue. I think as we’ve shown in the numbers, I think we have an ability to deliver on the business pretty significant organic growth in the existing assets. So, we want to be opportunistic in terms of how we deal with those maturities, such that we really set ourselves up for a long term solution and don’t just move quickly based on a desire to free up something in the short term that maybe longer term is not the best execution.

So I think we’re going to let sometime pass, obviously the longer the amount of time passes, the lower the assumed leverage will be against those assets, which will drive down the cost of the debt. As well as presumably, drive down the cost of the debt and may also increase our flexibility.

So, I think I’m happy obviously as we go through this process over the coming period to discuss it further and I think the point you’re raising is one that again I think we are very focused on the flexibility of investing the cash flow to drive long term shareholder returns is absolutely of importance to us.

I will grant you that at some point you’d say, if we are talking about 25 basis points or 50 basis points difference it would be worth gaining that flexibility by going ahead and refinancing the notes. I think in the short term, what you’re going to see us do is investing the cash flow to retire the debt anyway effectively.

We are operating the business very similar to way this business would look like if we were amortizing the debt on these notes. So, I don’t really think it’s limiting our growth and I think the smart thing, prudent thing to do at this point is to be a little bit more opportunistic.

Ben Moreland

We’re obviously pretty pleased with, I mean if we can grow on an organic basis 12% or about a $100 million or so at the EBITDA line, David, as you know for years that’s what we’ve talked about trying to accomplish and then obviously putting the cash to work whether it’d be through long term value creation opportunities, such as acquisitions or buying stock, certainly something we will look at long term, but in the short term, certainly the opportunity to create near term value just from the debt-to-equity transfer is an opportunity not lost on us.

As we have certainly witnessed the cost of equity have certainly spiked in this business and so we’re very conscious in terms of how we think about the cost of equity and our view is we wanted to do everything we can to get that sort of risk premium out of that equation and I think we’ve made a lot of progress on that front and will continued to do so.

Your next question I think was on OpEx and what we’ve done. Really on the OpEx side it’s probably everything that every company in America is doing right now. We are looking at every single thing that’s not nailed down or not spending money on things that are nonessential to driving revenue and margin growth this year.

So, when you take a pretty hard look at everything there are places where you can bring, it doesn’t take a whole lot if what you are talking about is incremental margins, it doesn’t take a whole lot to make a fairly significant difference and that’s what we’ve done and I would for those managers and employees listening on the call I would say, thank you, because it’s certainly been through their efforts that we’ve been able to sort of sustain the run rate from last year.

I think we will continue to operate on that basis. It’s certainly not compromising our ability to deliver the business and I’d suggest we’re probably getting a little better at operating and being efficient.

David Barden – Banc of America Merrill Lynch

The last one was just on the trends you are seeing towards carriers moving into the twenty year lease bucket.

Ben Moreland

Yes, I’m not sure we’ve experienced that, David. I mean, we are seeing routinely now 10 year terms and 15 year terms. I can’t recall a 20 year term that we’ve done. So, but, again, 10 to 15 years is a pretty nice commitment.


Your next question comes from Jason Armstrong - Goldman Sachs.

Jason Armstrong - Goldman Sachs

Just one follow-up on the debt site and sorry to beat this again, but if gaining the system around then reify it the stars align such that you do end up raising debt sooner than rather than later. Can you take out parts of the two trenches that make up the $3.5 billion without taking out all of those structures and if so what sort of repayment penalty should be thinking about?

Then the second question back to the sort of core business you talked about, raising guidance and the comment was that if we were to thinking about the raise this is even more back end loaded than the 40/ 60 split previously given, what specifically gives you the confidence relative to what you’ve seen right now in that type of conclusion? Thanks.

Jay Brown

On your first question we can’t take out the $1.9 billion or the $3.45 billion of notes in incremental amounts. We don’t have to take them out all at once. We can refinance those notes and as I said at the parent level or down at the asset level. In terms of the prepayment penalty those notes are able to be prepaid six months prior to their anticipated refinancing date.

So in a case, the June 2010 notes, we could prepay those at par starting in December of this year and if we were to prepay them earlier than that then we would ends up paying treasuries plus 50 basis points to the December date. So obviously we are about six, seven months away from that really where we are eliminating any prepayment penalty tenancy on the $1.9 billion or the most near term anticipated refinancing date.

With regards to your second question on the back end loaded nature of the revenues; I think what gives us the confidence there is as I said in my comments before it’s an issue of where the run rate is in the first quarter; as well as the application volume that we’ve been seeing during the first four months of the year.

Ben Moreland

Yes, the only thing I’d add to that is, obviously the add volume which will come on into obviously commencing revenue on new leases in the back half of the year, but also a little bit of truing up the guidance, because as you saw we raised guidance I think $15 million at the margin line and $32 million at the EBITDA line.

As we said on the fourth and first quarter calls, we are always pretty conservative, really conservative about services and so we don’t give you those margins obviously as a guidance matter, but implicitly we’ve taken those back to look more like kind of not necessary this quarter run rate, but more like a run rate that was consistent with our full year last year.

So that’s why you have you have a little bit of disproportionate raise or truing up between revenue and EBITDA combined with the flatness of the G&A expenses and the operating expenses that we talked about. Obviously, we would have been a little more conservative than our forecasting at the beginning of the year, but now looking at where our run rates are and the ability to really grab a hold of those run rates I think we’re pretty comfortable and that’s somewhat why the guidance has sort of been intrude up for you.

Jason Armstrong - Goldman Sachs

So, it sound like, you guys I think have made it comments before and industry appears have made this December, January trends sort of following seasonal weakness patterns from prior years, but then February, March, even into April big pick up in terms of the trend rates, is that fair?

Jay Brown

Yes, that’s accurate.


Your next question comes from Simon Flannery - Morgan Stanley

Simon Flannery – Morgan Stanley

Couple of things, on the leasing demand that we just talking about, is it still the same sources as that the three of the big four with sort of supplements from some of the new unlimited carriers or are there any changes in the sources of that growth you’re seeing any significant ‘09 impact on the 4G site, for example?

Then given that you’ve made some great progress on your leverage at what point do you start thinking about getting more aggressive and going back to a bit more building, perhaps looking at small tower portfolio that might be available. Is that something that you could consider later in the year or is that still a ways out? Thanks.

Ben Moreland

Simon, on the leasing; I’m very pleased to tell you that it is broad-based; it is from literally everybody in the industry. Obviously, with the Clearwire build we’ve seen a number of applications come in on Clearwire as they’ve been very public about their build and launching markets at the end of this year, new markets.

So, obviously we’ve got a lot of application volume there that we are working on, but I’d not suggest you that it’s solely that. It is across the Verizon’s, the T-Mobile’s, the AT&T’s, the Cricket Metro’s and then a fairly big category of other which is sort of everybody else. It’s everything from a roaming over build from T-Mobile or UMTS construction from T-Mobile or Verizon or AT&T continuing to add new sites as well as augment sites, Verizon.

So, it’s a pretty broad-based and its very gratifying to see and again why we sort of drag you through some of those statistics through my comments, because I think it’s important for everybody to understand where the growth driver is coming from and we spend a lot of time listening carefully to what the carriers are talking about and looking at their results because obviously that’s the leading indicator for us on how they’re going to be compelled to make capital investments in their network. So that’s the connection there.

Secondly, you ask when might we’ll be back in the quote investment business and the answer to that is, I don’t know for sure, but I suspect it sooner than people might be contemplating.

Today as we talk about, there’s clearly value in lowering the cost of equity and that’s what we’ve been attempting to do and doing it in a very aggressive and deliberate way as you’ve seen in the first four months of the year. We will likely continue that, but as I outlined before its pretty interesting to me that five times leverage is trading sort of in the BBB levels.

I don’t aspire really to anything less than that because in my view and this could change, but in my view today that requires an over capitalization of the business, given the long term nature of these contracts that we have in the predictable nature of the business and kind of interest coverage’s and latter maturities that suggests today.

I think something in and around 2.5 maybe even three times interest coverage if that results to sort of BBB levels in pricing is where we want to be and we will be there sooner than most people realize and so I’d say, sort of stay tuned and I’d reiterate the fact that almost all of the near term growth in the business occurs on an organic basis.

If you look at our results over this last 12 months as well as our guidance for the 2009, that’s coming off of the organic business and let’s not forget that we doubled the size of this company two years ago through an acquisition. So, it should be paying dividends in terms of organic growth and to for that we took on a lot of debt that we are having to refinance now and we issued 98 million shares to pay for it.

So, we are now going to see, let’s hope and we expect and we’re are working on driving value through the organic growth in this company and that’s the critical value driver in the business and whether we are out making small acquisitions or building some towers here and there at the margin, we would believe that we could do that effectively, but it makes a pretty small contribution to the overall total.


Your next question comes from Gray Powell – Wachovia.

Gray Powell – Wachovia

Just have a couple of quick ones here, just looking into the rest of 2009 and going into 2010, do you see any carrier initiatives that you feel like could be a big swing factor in either direction in terms of leasing demands?

Jay Brown

No, Gray. I mean, fortunately what we are seeing is the continued sequential sort of process that the carriers are going through in improving their networks and it’s continuing. I think the one swing we’d say is there this year is as I mentioned is obviously Clearwire.

As they’ve described in their approach to building out their WiMAX service and we are doing everything we can to support them and expect they will be successful, but that’s probably the one swing factor this year. Everything else looks very much sort business as usual which is tremendous. I don’t want to minimize that at all, it’s tremendous and what we are seeing from everybody else.

Gray Powell – Wachovia

Then just not to focus too much on Clearwire, but they do have a couple of markets that are launching this summer. Obviously that’s good for the tower sector in general. However, they also have a decent number of cell sites that have already been turned on in markets that maybe not have officially been launched yet. Can you just give us an idea as to when you expect to see a material level of lease commitments from Clearwire? Is that like a second half ‘09 events or is it really more like 2010?

Ben Moreland

No, it’s second half ‘09. It’s third and fourth quarter ‘09 and then obviously on ’09 to ’10 and ’11, but we would expect to start to see that really commencing in the third and fourth quarter of this year and then you also see application volume on the L TE side that would be, a very late this year and ultimately next year launch for Verizon and certainly they’ve been more public and it’s up to them to describe that for you, but we are seeing the application volume there that we think is exciting because it’s sort of the preview of the next-generation technology for them.

Gray Powell – Wachovia

Just one last question, I’m not sure if you are able to answer this, but do you have a rough idea as to what the set up on LTE installation looks like and just basically what the incremental rents could be there?

Jay Brown

It varies and it’s not a short answer and over the next few quarters we will probably be able to be a little bit more disclosed of about that because it’s so early, but it’s varying based upon what’s already existing on the site. So, in some cases it’s a swap out with just more lines and in other cases it’s new antennas in lines and that’s about as specific as I can be for you today, but obviously we are on the very early stages of that.


Your next question comes from Batya Levi - UBS.

Batya Levi - UBS

Just want to talk a general question on the M&A environment. Do you think there are willing sellers in this environment right now and how do you view the current valuations?

Jay Brown

It’s an interesting question. We are certainly out and having conversation. We’re in that market. We’ve got a team that’s engaged in that as we have been for years and I’d tell you from my advantage point I think a lot of folks are sort of just sort of sitting on the side lines not willing to sell with the tremendous private businesses in this environment unless they absolutely have to.

I guess there’s certain, extenuating circumstances from time to time that a belief that these make great private businesses as they do public and to sell into this market at these multiples I think you are finding a lot of reticence on the part of sellers. So, I think there’s a lot of people sort of waiting on the side lines.

I guess if this were to persist for an extended period of time and people otherwise want to seek liquidity, I think will you see the M&A activity sort of gen-up again, but I think we are still too early in the cycle for all, but the distress sellers to really be aggressively looking to sell.

Batya Levi - UBS

One little question, can you give the how many towers you added in the quarter and then how many decommission just leaving the total down to down about eight?

Jay Brown

Yes, we added about 16 and decommissioned about 24.


Your next question comes from Jonathan Schildkraut - Jefferies.

Jonathan Schildkraut - Jefferies

Just a couple on here, the first is when we met with Clearwire coming at CTA they seem to indicate that they were going to be doing a lot of application activity potentially for a broader footprint than they might deploy over the near term.

In terms of what you are seeing, have you seen any kind of extension from an application to deployment and what’s your sense around that and as a kind of subcategory here, is there any kind of preferential range that Clearwire will receive on your towers as a result of Sprints prior relationship with Global Signal?

Ben Moreland

No, is the answer to that second question. There was no preexisting agreement and we’ve negotiated our arrangement with Clearwire completely on an arm’s length basis going forward. Whether they are hitting a Sprint installation through a very material upgrade effectively is what that looks like or a brand new installation. Obviously, we have different pricing schedules for both of those activities.

Then in terms of any delay, no, I think they are out making commitments as they certainly have said and that’s what we’ve seen on committing for long-term leases on these sites and beyond that we typically don’t go into probably any more detail than that with respect to individual lease negotiations between customers, but there’s about a four-month delay or lag normally between when we see an application and commencing revenue on a committed lease.

Jonathan Schildkraut - Jefferies

One more question in, as we look at last year, you had a fairly large working capital investment in the first quarter which kind of unwound over the course of the year, similarly we saw a working capital investment this quarter, would you expect kind of working capital be source of cash then as we look through the rest of the year?

Jay Brown

I would assume that it will generally be flat throughout the balance of the year. There are a couple of payments that we have in the first half of the year that then amortize over the course of the year largely related to our property taxes that we pay on our sites. We would pay the majority of those in the first quarter and then expense them over the course of the year.

So, maybe a little bit, but I wouldn’t expect a big increase from working capital. We are certainly not assuming that in our cash flow forecast.


Your next question comes from Chris Larson - Piper Jaffray.

Chris Larson - Piper Jaffray

You talked a little bit about $85 million for new builds, CapEx, can you give us a sense for how that might break down between augmentation, new site and then I noticed in your guidance you have the actual cash taxes a bit higher than the previous and wondered if you could just give us an idea of what was driving that?

Jay Brown

On your first question just to clarify that $85 million or so is on tower augmentation on existing sites, so that’s not build, that’s not new construction unless you talk about like we call a drop and swap in the industry where you are actually doing a complete tare down and rebuild, but that all goes into the tower augmentation line in our mind, so, that whole $85 million for the year and then we are looking at your question on taxes. I think it was about $2.5 million in the quarter.

Chris Larson - Piper Jaffray

I notice in the guidance it looked like it had your tax guidance had gone up a fair amount and I wasn’t sure if that was just because you took your top-line up and your EBITDA up significantly, I was wondering if that was it or if there was something else driving the taxes up?

Jay Brown

No, I don’t think there’s anything there from a cash standpoint of any significance.

Ben Moreland

Remember on the cash basis, I guess these small amounts of taxes are some franchise taxes and things in various states, but we have over a $2 billion NOL. So, we are not a cash income taxpayer and won’t be for a number of years.


Your last question comes from Michael McCormick - JP Morgan.

Michael McCormick - JP Morgan

Just a couple of quick ones on carrier sub growth Ben, any thoughts on, the postpaid numbers at AT&T and Verizon have slowed pretty dramatically, obviously seeing, some shifting to lower end customers, but those might not be the ones that are heavy data users, do you guys have any concerns about where that goes over the next couple of years in sub growth?

Then secondly on the revenue side I understand maybe one or two one times this quarter, but I think you had mentioned $2 million to $3 million lower each quarter. Is that sort of compounding itself or is it just $2 million to $3 million less than first quarter?

Ben Moreland

First of all on sub growth thanks for the question, because I remember on this call I think a year ago we talked about the fact that we are all going to see headlines of slowing sub growth and how that is frankly bought the story. The real story is the application of data services and what people are using and we had a statistic we didn’t put in here around, it was a 22% of subscribers now or at a $100 amount ARPU.

There’s some statistics that are out there. Obviously, we picked a few, but there’s a ton of them that suggest the continued explosion of usage around the embedded subscriber base and that’s really the takeaway because obviously, you are going to see subscriber growth slowing.

I don’t think it will stop because most countries we are aware of outside of the U.S. are still north of 100%. Certainly Australia, but I think it will certainly slow sequentially, but it’s really the year-over-year data demand and followed by the ARPU increases associated with those data packages that are incrementally creating margin and incremental returns for the carriers on making these investments in these networks and so when you see something like.

The all statistics I read to you, the one I think is the most interesting is probably the 80% of Verizon’s gross in revenues and wireless revenue was from data services and that’s may suggest that obviously there is a very compelling reason for everyone, every carrier to have a robust data service. I think that’s the trigger we continue to see in and we’ve all seen from the applications and the devices there that are currently out as well as what are coming. If that has the opportunity to really influence consumers demand as per services and then we will see more of the same.

Jay Brown

Yes, on the revenue side we saw a $2 million payment from a customer in Australia that’s a payment that we received every year in the first quarter. So, I would expect that will recur in the first quarter of each of the subsequent years. The rest of the revenue that’s portrayed in the statements we would expect to recur for each of the following quarters for the balance of the year. So, hopefully that clears up your question.

Michael McCormick - JP Morgan

All you were trying to do is back people down if you are going annualize the first quarter.

Jay Brown

It was comparable to first quarter last year. It’s just that if you’d have annualized that number you get to a full year 2009, there is some things about it seasonality wise that you need to back down and that’s what we are trying to do.

Ben Moreland

With that I think we will end the call and I want to thank everybody for their attention and again we’ve done a little past an hour, but we are happy to take the questions and very pleased with your continued interest in Crown Castle and we will talk to you next quarter.


Alright, thank you. Ladies and gentlemen, this does conclude the Crown Castle International Corporation first quarter 2009 conference call. If you would like to listen to a replay of today’s conference you can do so by dialing 1800-405-2236 or 303-590-3000 and with the access code 11130311. ACT would like to thank you very much for your participation today. You may now disconnect. Have a very pleasant rest of your day.

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