American Tower Corporation Reports Selected Third Quarter 2006 Financial Results; Announces Findings of Stock Option Review.THIRD QUARTER 2006 HIGHLIGHTS * Rental and management segment revenue increased to $326.4 million * Rental and management segment gross margin increased to $245.4 million * Cash provided by operating activities increased to $182.5 million BOSTON Boston, town, England Boston, town (1991 pop. 26,495), E central England, on the Witham River. Boston's fame as a port dates from the 13th cent., when it was a Hanseatic port trading wool and wine. Having recovered from a decline in the 18th and 19th cent. -- American Tower Corporation Formed in 1995, American Tower Corporation is a publicly held company (NYSE: AMT) that is a leading owner and operator of wireless and broadcast communications sites in North America. Today American Tower owns and operates over 30,000 sites in the United States, Mexico and Brazil. (NYSE NYSE See: New York Stock Exchange : AMT See vPro. ) today reported selected financial results for the third quarter ended September September: see month. 30, 2006. As a result of the Company's internal stock option review, today's announcement of third quarter results includes selected financial results only. As discussed below, the Special Committee of the Company's Board of Directors that is reviewing the Company's stock option granting practices has reported on its findings. Once the Company finalizes its financial statements with respect to the Special Committee's findings, it will release full financial results for the third quarter ended September 30, 2006, together with its full financial results and financial reports for prior periods. Jim Taiclet, American American, river, 30 mi (48 km) long, rising in N central Calif. in the Sierra Nevada and flowing SW into the Sacramento River at Sacramento. The discovery of gold at Sutter's Mill (see Sutter, John Augustus) along the river in 1848 led to the California gold rush of Tower's Chief Executive Officer stated, "We continue to experience the benefits of a healthy and growing wireless environment. Our executive team and our employees across the Company are working together to deliver strong top line revenue growth leveraging our sizeable scale and continuing to deliver the highest operating margins Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: in the industry. "On a pro-forma basis, adjusted for the impact of our merger with SpectraSite, our tower revenue growth of 11% and tower gross margin growth of 14% over the prior year demonstrate the continued emphasis on network development across our customer base, American Tower's efforts to improve our relationships with these customers, the high quality of our 22,000 site portfolio, and our advancements in reducing process cycle times to get our customers on-air on-air adj. Spoken, occurring, or used during broadcasting: an on-air gaffe; changed his on-air name. faster. "Looking forward to 2007, we also see a healthy environment for tower leasing. In addition, we are continuing to actively explore opportunities to meaningfully expand our tower portfolio both in the US and in select international markets." Third Quarter 2006 Operating Highlights American Tower generated the following operating results for the quarter ended September 30, 2006 (unless otherwise indicated, all comparative information is compared against the quarter ended September 30, 2005, which includes the results of SpectraSite as of August 3, 2005): Total revenues increased 26% to $333.5 million and rental and management segment revenues increased 25% to $326.4 million, of which $113.2 million was attributable to SpectraSite. Rental and Management Segment Gross Margin increased 26% to $245.4 million, of which $79.4 million was attributable to SpectraSite. Services Segment revenue and Gross Margin increased to $7.1 million and $4.1 million, respectively. As discussed below under Non-GAAP and Defined Financial Measures, Segment Gross Margin reflects segment revenue less direct segment-level expenses and does not include selling, general, administrative and development expenses related to the segment. Total selling, general, administrative and development expense was $42.4 million for the quarter ended September 30, 2006. The Company's selling, general, administrative and development expense for the quarter includes estimated stock-based compensation expense of $10.7 million and $8.2 million of additional costs related to the review of stock option granting practices and related legal and governmental proceedings. As discussed below, the Company is finalizing the impact of the stock option review on its financial statements and may need to record additional charges for stock-based compensation expense relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc certain option grants. Accordingly, this amount should be considered preliminary until the Company files its Form 10-Q Form 10-Q See 10-Q. for the third quarter ended September 30, 2006. Free Cash Flow was $148.9 million, of which $47.5 million was attributable to SpectraSite. Free Cash Flow was comprised of $182.5 million of cash provided by operating activities, less $33.6 million of payments for purchase of property and equipment and construction activities, including $15.8 million of discretionary capital spending capital spending Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years. . The Company completed the construction of 38 towers and the installation of 3 in-building systems during the quarter. Please refer to Non-GAAP and Defined Financial Measures on page 5 for definitions of Rental and Management Segment Gross Margin, Services Segment Gross Margin and Free Cash Flow. For additional financial information, including reconciliations to GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). measures, please refer to the supplemental schedules of selected financial information and selected American Tower and SpectraSite stand-alone (jargon) stand-alone - Capable of operating without other programs, libraries, computers, hardware, networks, etc. Exactly what is absent is presumed to be obvious from context. "We only run Windows on stand-alone PCs because it's too dangerous to run it on networked ones." financial information on pages 7 through 9. Update on Stock Option Matter and Restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. of Financial Statements As previously reported, the Company's Board of Directors established a Special Committee of independent directors to review the Company's stock option granting practices and related accounting. As a result of the Special Committee's preliminary conclusions, the Company previously indicated that it would need to restate re·state tr.v. re·stat·ed, re·stat·ing, re·states To state again or in a new form. See Synonyms at repeat. re·state its historical financial statements to record charges for stock-based compensation expense related to certain option grants and to account for the tax-related consequences. On November November: see month. 6, 2006, the Special Committee reported to the Company's Board of Directors regarding its findings. The following is a summary of the Special Committee's key findings: * The grant dates reported by the Company for accounting and financial reporting purposes for most stock option grants during the period from the Company's becoming a public company in June June: see month. 1998 and into 2005 were incorrect because they did not reflect the dates on which the grants were legally effective. * From June 1998 through 2004, for certain large annual grants and many other individual grants, certain members of management followed a practice of choosing past dates as grant dates so as to use a lower exercise price, with the period of lookback appearing to range from a couple of days to eight weeks. * The option grants involving lookbacks were inconsistent with the Company's disclosures that option grants were made at fair market value, were not accounted for properly and, to the extent they involved incentive stock options, violated vi·o·late tr.v. vi·o·lat·ed, vi·o·lat·ing, vi·o·lates 1. To break or disregard (a law or promise, for example). 2. To assault (a person) sexually. 3. the requirement under the Company's 1997 Stock Option Plan that they be at fair market value. * Stock options were granted by management pursuant to authority they believed had been delegated by the Compensation Committee, but that delegation was not adequately documented, and therefore the necessary legal approval of some grants did not occur until they were subsequently approved by the Compensation Committee. * The process by which members of the Compensation Committee formally approved option grants involved the signing of unanimous written consents that included schedules of option grants approved by management for the preceding quarter. The Company typically used the date set forth in the schedules attached to the written consents as the option grant date. However, all necessary corporate action had not been taken until the written consents were actually signed by all committee members, which typically did not happen until later, sometimes resulting in a delay of many months between the date recorded by the Company as the option grant date and the legal grant date. * The Company's flawed flaw 1 n. 1. An imperfection, often concealed, that impairs soundness: a flaw in the crystal that caused it to shatter. See Synonyms at blemish. 2. option practices began with past management, whose members frequently looked back to select option grant dates. With the likely exception of one past member of management, the evidence does not indicate that management at the time in question was aware that, in looking back to choose a past grant date with a more favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. closing price, the Company was failing to take necessary accounting charges or acting contrary to the Company's disclosures. However, certain members of past management who initiated and were involved with the option practices should have been aware of the accounting or legal issues or sought legal and accounting advice as to the practice. * Current management's efforts to improve and formalize procedures for option grants since early 2004 have had the effect of eliminating the practice of lookbacks. In addition, the evidence does not indicate intentional in·ten·tion·al adj. 1. Done deliberately; intended: an intentional slight. See Synonyms at voluntary. 2. Having to do with intention. misconduct MISCONDUCT. Unlawful behaviour by a person entrusted in any degree: with the administration of justice, by which the rights of the parties and the justice of the, case may have been affected. 2. by any member of current management. Some members of current management, however, were made aware of the use of lookbacks for certain option grants, and certain of them should have been aware of the accounting or legal issues or inquired further. * One or more outside lawyers for the Company were, on multiple occasions, told of the lookback practice and did not advise the Company of the accounting and legal problems with that practice. * The Board of Directors and the Compensation Committee failed to adopt adequate procedures to ensure that Compensation Committee members understood the Company's 1997 Stock Option Plan and that it was properly administered. * From 1998 through 2005, the Company's processes, procedures and controls were inadequate, although management steadily improved the processes beginning in 2001. In 2006, the Compensation Committee revised its procedures for approving stock option grants in an effort to ensure compliance in the future. * The Company also had inadequate controls relating to, and failed to account properly for, certain modifications of outstanding stock option rights. The Special Committee will recommend to the Company's Board of Directors a remediation plan to address the issues raised by its findings. While the Special Committee has not yet finalized See finalization. its remediation recommendations, the Special Committee has determined that no terminations or changes in responsibilities of current executive management should be made as a result of its findings. The Company previously announced that it would file an amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. Annual Report on Form 10-K/A for the year ended December December: see month. 31, 2005 and an amended Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2006 to reflect the restatement of its financial statements, and that it would file these reports with the Securities and Exchange Commission once the Special Committee completes its investigation. Now that the Special Committee has reported on its findings, the Company is working to finalize fi·nal·ize tr.v. fi·nal·ized, fi·nal·iz·ing, fi·nal·iz·es To put into final form; complete or conclude: "They have jointly agreed ... the impact of these findings on the Company's financial statements and related disclosure to complete its restatement and to file these reports with the Securities and Exchange Commission. Concurrently with the filing of these reports, the Company also expects to file Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006. The Company does not currently expect that it will be able to finalize the restatement and file these reports until after November 9, 2006, the date the Form 10-Q for the quarter ended September 30, 2006 is required to be filed. Accordingly, the Company does not expect that it will be able to timely file its Form 10-Q for the quarter ended September 30, 2006. However, the Company expects that it will file all of these reports by the end of November 2006. Financing Highlights As previously announced, the Company has temporarily suspended sus·pend v. sus·pend·ed, sus·pend·ing, sus·pends v.tr. 1. To bar for a period from a privilege, office, or position, usually as a punishment: suspend a student from school. its stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program while the review of its stock option granting practices is ongoing. In November 2005, the Company announced that its Board of Directors had approved the repurchase re·pur·chase tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es To buy (something) again. n. The act of buying something that one previously sold or owned. Noun 1. of up to $750 million of the Company's Class A common stock during the period November 2005 through December 2006. Prior to the suspension of the stock repurchase program, the Company had repurchased a total of 11.8 million shares of its Class A common stock for approximately $358.4 million. The Company expects that once this matter is resolved, it will resume repurchases of its Class A common stock. During the quarter ended September 30, 2006, the Company repurchased a total of $15.5 million principal amount of its 7.25% Senior Subordinated Notes due 2011 for approximately $15.9 million. In addition, the Company repurchased a total of $23.5 million principal amount of its 5.0% Convertible Notes due 2007 for approximately $23.4 million. Subsequent to the end of the quarter, the Company repurchased an additional $8.6 million principal amount of its 7.25% Notes for approximately $9.0 million. Full Year 2006 and 2007 Outlook The following estimates are based on a number of assumptions that management believes to be reasonable, and reflect the Company's expectations as of November 8, 2006. Please refer to the cautionary language regarding "forward-looking for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. " statements included in this press release when considering this information. The Company undertakes no obligation to update this information.
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(1) Segment gross margin reflects segment revenue less direct
segment-level expenses only and does not include depreciation,
amortization and accretion; selling, general, administrative and
development expense; and impairments, net loss on sale of
long-lived assets, restructuring and merger related expense.
Rental and management segment gross margin includes interest
income, TV Azteca, net. See Non-GAAP and Defined Financial
Measures below.
(2) The Company's full year 2006 outlook for capital expenditures
includes approximately $13 million of land purchases and $45
million to $47 million for the construction of approximately 210
new wireless towers and the installation of 25 in-building
systems. The Company's full year 2007 outlook for capital
expenditures includes approximately $30 million of land purchases
and $35 million to $45 million for the construction of
approximately 200 new wireless towers and the installation of 25
in-building systems.
Conference Call Information American Tower will host a conference call today at 8:30 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy to discuss its third quarter results for 2006 and the Company's outlook for the full year 2006 and 2007. The call will be hosted by Brad Singer, Chief Financial Officer, who will be joined by Jim Taiclet, Chairman and Chief Executive Officer. The dial-in numbers are US/Canada: (877) 235-9047 and International: (706) 645-9644, access code 9474923. A replay of the call will be available from 9:30 a.m. EST November 8, 2006 until 11:59 p.m. EST P.M. also p.m. or p.m. abbr. post meridiem Usage Note: By definition, 12 a.m. November 22, 2006. The replay dial-in numbers are US/Canada: (800) 642-1687 and International: (706) 645-9291, access code 9474923. American Tower will also sponsor a live simulcast of the call on its website, http://investor.americantower.com. When available, a replay of the call will be accessible on the Company's website. American Tower is the leading independent owner, operator and developer of broadcast and wireless communications wireless communications System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data. sites in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Mexico Mexico, city, Mexico Mexico or Mexico City, Span. Ciudad de México (Méjico), city (1990 pop. 8,236,960; 1991 met. area est. 20,899,000), central Mexico, capital and largest city of Mexico. and Brazil Brazil (brəzĭl`), Port. Brasil, officially Federative Republic of Brazil, republic (2005 est. pop. 186,113,000), 3,286,470 sq mi (8,511,965 sq km), E South America. . American Tower owns and operates over 22,000 sites in the United States, Mexico, and Brazil. Additionally, American Tower manages approximately 2,000 revenue producing rooftop and tower sites. For more information about American Tower, please visit www.americantower.com. Non-GAAP and Defined Financial Measures In addition to the results prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting (GAAP) provided throughout this press release, the Company has presented the following non-GAAP and defined financial measures: Rental and Management Segment Gross Margin, Services Segment Gross Margin and Free Cash Flow. American Tower defines Rental and Management Segment Gross Margin as income from operations before depreciation, amortization and accretion The act of adding portions of soil to the soil already in possession of the owner by gradual deposition through the operation of natural causes. The growth of the value of a particular item given to a person as a specific bequest under the provisions of a will between the , impairments, net loss on sale of long-lived assets, restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). and merger related expense, stock-based compensation expense, corporate expenses, rental and management segment overhead, services segment overhead, services segment operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. , services segment revenue, plus interest income, TV Azteca TV Azteca is the second largest Mexican television network. It was established in 1968 as the state-owned Instituto Mexicano de la Televisión ("Imevisión"), and was privatized under its current name in 1993. Its flagship program is the newscast Hechos. , net. American Tower defines Services Segment Gross Margin as income from operations before depreciation, amortization and accretion, impairments, net loss on sale of long-lived assets, restructuring and merger related expense, stock-based compensation expense, corporate expenses, services segment overhead, rental and management segment overhead, rental and management segment operating expenses, and rental and management segment revenue. American Tower defines Free Cash Flow as cash provided by operating activities less payments for purchase of property and equipment and construction activities. These measures are not intended as substitutes for other measures of financial performance determined in accordance with GAAP. They are presented as additional information because management believes they are useful indicators of the current financial performance of our core businesses. We believe that these measures can assist in comparing company performances on a consistent basis without regard to depreciation and amortization or capital structure. Our concern is that depreciation and amortization can vary significantly among companies depending on accounting methods, particularly where acquisitions or non-operating factors including historical cost bases are involved. Notwithstanding the foregoing, the Company's measures of Rental and Management Segment Gross Margin, Services Segment Gross Margin and Free Cash Flow may not be comparable to similarly titled measures used by other companies. Cautionary Language Concerning Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains "forward-looking statements" concerning the Company's goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Examples of these statements include, but are not limited to, statements regarding our full year 2006 and 2007 Outlook, the review of our historical stock option granting practices, the restatement of our previously issued financial statements, the filing of our Form 10-Q for the quarter ended September 30, 2006, our stock repurchase program and planned future capital expenditures. Actual results may differ materially from those indicated in our forward-looking statements as a result of various important factors, including: (1) the impact of the findings of the stock option review on our financial statements, including any necessary corrections to our determinations of stock-based compensation expense; (2) the costs associated with the review of our historical stock option granting practices and the related inquiries, investigations and legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. ; (3) a decrease in demand for tower space would materially and adversely affect our operating results and we cannot control that demand; (4) if our wireless service provider customers consolidate or merge with each other to a significant degree, our growth, revenue and ability to generate positive cash flows could be adversely affected; (5) substantial leverage and debt service obligations may adversely affect us; (6) restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. in our credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities and indentures could adversely affect our business by limiting flexibility; (7) due to the long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. expectations of revenue from tenant leases, the tower industry is sensitive to the creditworthiness Creditworthiness The condition in which the risk of default on a debt obligation by that entity is deemed low. Creditworthiness Eligibility of an individual or firm to borrow money. of its tenants; (8) our foreign operations are subject to economic, political and other risks that could adversely affect our revenues or financial position; (9) a substantial portion of our revenues is derived from a small number of customers; (10) status of Iusacell Celular's financial restructuring exposes us to risks and uncertainties (11) new technologies could make our tower leasing business less desirable to potential tenants and result in decreasing revenues; (12) we could have liability under environmental laws; (13) our business is subject to government regulations and changes in current or future laws or regulations could restrict our ability to operate our business as we currently do; (14) increasing competition in the tower industry may create pricing pressures that may adversely affect us; (15) if we are unable to protect our rights to the land under our towers, it could adversely affect our business and operating results; (16) if we are unable or choose not to exercise our rights to purchase towers that are subject to lease and sublease sublease n. the lease of all or a portion of premises by a tenant who has leased the premises from the owner. A sublease may be prohibited by the original lease, or require written permission from the owner. agreements at the end of the applicable period, our cash flows derived from such towers would be eliminated; (17) our towers may be affected by natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; (18) our costs could increase and our revenues could decrease due to perceived health risks from radio emissions, especially if these risks are substantiated; and (19) the bankruptcy bankruptcy, in law, settlement of the liabilities of a person or organization wholly or partially unable to meet financial obligations. The purposes are to distribute, through a court-appointed receiver, the bankrupt's assets equitably among creditors and, in most proceeding of our Verestar subsidiary exposes us to risks and uncertainties. For other important factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the information contained in Item 1A of our Form 10-Q for the quarter ended March 31, 2006 under the caption "Risk Factors." We undertake no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or .
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(1) The selected financial information presented herein is unaudited
and does not reflect complete GAAP financial statements. As
discussed above, the impact of the Company's review of its
historical stock option granting practices on the Company's
financial statements has not yet been finalized. The Company has
determined that it will need to record additional charges for
stock-based compensation expense relating to certain option
grants, but has not yet determined the amount of any such
compensation charges or the related tax impact. Accordingly, the
Company is unable at this time to provide detailed GAAP or
non-GAAP financial results for the quarter ended September 30,
2006. Except as noted above with respect to selling, general,
administrative and development expense, the Company believes that
the selected financial results presented herein would not be
affected by the results of the stock option review.
(2) Includes direct segment-level expenses only and does not include
depreciation, amortization and accretion; selling, general,
administrative and development expense; and impairments, net loss
on sale of long-lived assets, restructuring and merger related
expense.
(3) Segment gross margin reflects segment revenue less direct
segment-level expenses only and does not include depreciation,
amortization and accretion; selling, general, administrative and
development expense; and impairments, net loss on sale of
long-lived assets, restructuring and merger related expense.
Rental and management segment gross margin includes interest
income, TV Azteca, net. See Non-GAAP and Defined Financial
Measures above.
(4) Reflects estimated stock-based compensation expense and does not
take into account any adjustments that may be required as a result
of the ongoing stock option review.
(5) SpectraSite 2005 results reflect the period of August 3, 2005 to
September 30, 2005.
UNAUDITED SUPPLEMENTAL INFORMATION [TABLE OMITTED] [TABLE OMITTED] |
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