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EX-99.2 - EX-99.2 - FiberTower CORPa10-5230_1ex99d2.htm
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Exhibit 99.1

 

 

NEWS RELEASE

Investor Contact:

Gus Okwu / DRG&E

404-532-0086

gokwu@drg-e.com

 

Company Contact:

Ornella Napolitano, VP and Treasurer

FiberTower Corporation

415-659-3580

onapolitano@fibertower.com

 

FIBERTOWER REPORTS 2009 FOURTH QUARTER AND FULL YEAR RESULTS

 

San Francisco, CA, March 4, 2010 — FiberTower Corporation (NASDAQ: FTWR), a wireless backhaul services provider, today reported results for the fourth quarter and year ended December 31, 2009.

 

Highlights for the fourth quarter of 2009 included the following:

 

·                  Service revenues grew 17% to $16.7 million from $14.3 million in the fourth quarter of 2008.  Service revenues grew 28% on an annual basis.

·                  Average monthly revenue per billing site grew 15% to $1,995 from $1,732 in the fourth quarter of 2008.

·                  Adjusted EBITDA improved to a loss of $2.2 million in the fourth quarter of 2009 as compared to a loss of $4.9 million in the fourth quarter of 2008.  Annually, Adjusted EBITDA improved by 60%.

·                  Cash and cash equivalents balance of $50.7 million at December 31, 2009.

·                  Completion of a debt transaction resulting in reductions in outstanding indebtedness and future cash interest payments and, extensions to maturities.

 

“Our consistent growth trends continued in the fourth quarter as we benefit from the dramatic increase in data demand that is driving the wireless industry,” said Kurt Van Wagenen, FiberTower’s President and Chief Executive Officer.  “In addition, we experienced an increase in sales activity toward the end of the year. We expect this momentum to continue in 2010 as we leverage our many accomplishments over the past year.”

 

2009 Fourth Quarter Consolidated Results

 

Service revenues for the three months ended December 31, 2009 increased by $2.4 million, or 17%, to $16.7 million compared to $14.3 million for the fourth quarter of 2008.  The sale of additional capacity and co-locations on our network drove most of the increase in service revenues during the fourth quarter of 2009.

 



 

Operating expenses in the fourth quarter decreased by $50.1 million, or 59%, from the fourth quarter of 2008.  Excluding an impairment charge to FCC licenses of $54.5 million in the fourth quarter of 2008, operating expenses increased by $4.4 million or 15% in the fourth quarter 2009.  The increase was primarily attributable to $4.2 million in legal and other costs related to completing the debt exchange transaction that closed on December 22, 2009 and an additional $3.2 million in stock-based compensation as a result of the debt exchange transaction.

 

On an Adjusted EBITDA basis, the loss in the fourth quarter of 2009 improved to $2.2 million compared to a loss of $4.9 million in the fourth quarter of 2008, representing a 55% improvement. Adjusted EBITDA is defined as net income (loss) from operations before interest, taxes, depreciation and amortization, impairment and restructuring charges, stock-based compensation, gain on early extinguishment of debt, debt exchange expenses and other income (expense).  The reconciliation of Adjusted EBITDA, which is a non-GAAP financial measure, to net income (loss) is provided at the end of this news release.

 

Net loss was $27.8 million for the fourth quarter compared to a net loss of $62.7 million for the fourth quarter of 2008 which includes the above mentioned impairment charge, and a corresponding recognition of an income tax benefit of $20.2 million.

 

On December 18, 2009, the Company completed a 1-for-10 reverse stock split of our common stock.

 

Twelve Months 2009 Consolidated Results

 

Service revenues for the twelve months ended December 31, 2009 increased by $14.0 million, or 28%, to $63.2 million compared to $49.2 million for 2008.  Increases throughout the year were driven by sales of additional capacity and increased co-locations.

 

Operating expenses for the year ended December 31, 2009 decreased by $159.6 million, or 58%, compared to 2008.  Operating expenses in 2008 included the above mentioned impairment charge to FCC licenses of $54.5 million, a goodwill impairment charge of $86.1 million, restructuring charges of $6.1 million and impairment charges to property and equipment of $16.4 million.

 

On an Adjusted EBITDA basis, the loss in 2009 improved to $13.3 million compared to a loss of $33.6 million in 2008 representing a 60% improvement on an annual basis.

 

Net loss for 2009 was $2.1 million compared to a net loss of $249.8 million for 2008.  The 2009 net loss includes a gain of $98.2 million on the early extinguishment of debt related to repurchases of debt during the first six months of 2009.

 



 

Liquidity and Capital Resources

 

During the fourth quarter of 2009, cash consumption was $34.3 million compared to $9.2 million in the fourth quarter of 2008.  Consolidated cash consumption for the fourth quarter of 2009 was $4.8 million excluding the impact of placing in escrow $11.0 million related to interest payments on the new 9% Senior Secured Notes due 2016, $12.7 million paid to note-holders as part of the debt exchange transaction, $3.8 million paid for debt exchange related expenses and $2.0 million in retention bonuses which were accelerated as a consequence of the transaction.

 

Outstanding debt, including accretion, at December 31, 2009 was $154.5 million comprised of $124.4 million in the 9.0% Senior Secured Notes due 2016 and $30.1 million in the 9.0% Convertible Senior Secured Notes due 2012.

 

Capital acquisitions for the fourth quarter of 2009 totaled $5.9 million of which $4.2 million was an indefeasible right of use of fiber acquired under a capital lease.  The majority of the capital investments made by FiberTower in the fourth quarter were used towards adding incremental customers at existing sites.

 

Consolidated cash and cash equivalents at December 31, 2009 were $50.7 million compared to $85.0 million at September 30, 2009.  In addition, at December 31, 2009, FiberTower held $11.6 million in restricted cash and investments primarily comprised of $11.0 million in cash and U.S. government agency bonds to be used for the payment of the first six semi-annual cash interest payments for the Notes due 2016.

 

“Over the last twelve months, we have taken actions to ensure that FiberTower is ideally positioned to actively participate in emerging opportunities,” said Thomas Scott, Chief Financial Officer of FiberTower.  “Entering into 2010, we are now better able to consider other areas of investment activity including new site deployment and opportunistic fiber purchases.”

 

Conference Call Details

 

FiberTower has scheduled a conference call for Friday, March 5, 2010 at 11:30 a.m. Eastern Time to discuss 2009 fourth quarter results.  Please dial 480-629-9723 and ask for the FiberTower call (ID #4218083) at least 10 minutes prior to the start time.  A telephonic replay of the call will be available through 11:59 p.m. Eastern Time on March 12, 2010 and may be accessed by dialing 303-590-3030 using the passcode ID #4218083.  During the call, the Company will review a slide presentation that summarizes results for the fourth quarter and 2009 full year and provides guidance for 2010 results.  The presentation may be accessed at http://www.fibertower.com/corp/investors-presentations-and-events.shtml.  An audio archive will also be available on FiberTower’s website at http://www.fibertower.com shortly after the call and will be accessible for approximately ninety days.

 



 

About FiberTower

 

FiberTower is a backhaul and access services provider focused primarily on the wireless carrier market. With its extensive spectrum footprint in 24 GHz and 39 GHz bands, carrier-class microwave and fiber networks in 13 major markets and master service agreements with nine U.S. wireless carriers, FiberTower is considered to be the leading alternative carrier for wireless backhaul.  FiberTower also provides backhaul and access service to government and enterprise markets.  For more information, please visit our website at www.fibertower.com.

 

Forward-Looking Statements

 

This news release includes “forward-looking” statements, as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission, or SEC, in its rules, regulations and releases.  Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  These include statements regarding, among other things, guidance for expected ranges of 2010 revenue, Adjusted EBITDA and capital expenditures, our financial and business prospects, the deployment of our services, capital requirements, financing prospects, planned capital expenditures, expected cost per site, anticipated customer growth, expansion plans, and anticipated cash balances.  There are many risks, uncertainties and other factors that can prevent the achievement of goals or cause results to differ materially from those expressed or implied by these forward-looking statements including, among other things, negative cash flows and operating losses, additional liquidity requirements, potential loss of significant customers, downturns in the wireless communication industry, regulatory costs and restrictions, potential loss of FCC licenses, equipment supply disruptions and cost increases, competition from alternative backhaul service providers and technologies, along with those risk factors described in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC.

 


 


 

FIBERTOWER CORPORATION

Consolidated Statements of Operations

(In thousands, except per share data)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Service revenues

 

$

16,733

 

$

14,270

 

$

63,244

 

$

49,227

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of service revenues (excluding depreciation and amortization)

 

15,249

 

17,270

 

58,220

 

79,808

 

Sales and marketing

 

1,204

 

855

 

3,262

 

5,456

 

General and administrative

 

11,037

 

4,744

 

27,834

 

20,237

 

Depreciation and amortization

 

6,800

 

6,989

 

27,840

 

24,897

 

Restructuring charges

 

81

 

125

 

372

 

6,087

 

Impairment of FCC licenses

 

 

54,505

 

 

54,505

 

Impairment of goodwill

 

 

 

 

86,093

 

Total operating expenses

 

34,371

 

84,488

 

117,528

 

277,083

 

Loss from operations

 

(17,638

)

(70,218

)

(54,284

)

(227,856

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

36

 

559

 

295

 

5,316

 

Interest expense

 

(10,150

)

(13,436

)

(47,605

)

(47,742

)

Gain on early extinguishment of debt, net

 

 

 

98,248

 

 

Miscellaneous income (expense), net

 

(206

)

216

 

(39

)

264

 

Total other income (expense), net

 

(10,320

)

(12,661

)

50,899

 

(42,162

)

Loss before income taxes

 

(27,958

)

(82,879

)

(3,385

)

(270,018

)

Income tax benefit

 

160

 

20,189

 

1,247

 

20,189

 

Net loss

 

$

(27,798

)

$

(62,690

)

$

(2,138

)

$

(249,829

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share attributable to common stockholders

 

$

(1.53

)

$

(4.16

)

$

(0.13

)

$

(16.65

)

 

 

 

 

 

 

 

 

 

 

Shares used in computing net loss per share

 

17,771

 

14,531

 

15,481

 

14,462

 

 



 

FIBERTOWER CORPORATION

Consolidated Balance Sheets

(In thousands, except par value)

 

 

 

December 31, 2009

 

December 31, 2008

 

 

 

(unaudited)

 

 

 

Assets:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

50,669

 

$

154,357

 

Restricted cash and investments, current portion

 

3,898

 

343

 

Accounts receivable, net of allowances of $50 and $37 at December 31, 2009 and December 31, 2008, respectively

 

6,824

 

6,652

 

Prepaid expenses and other current assets

 

2,119

 

2,502

 

Total current assets

 

63,510

 

163,854

 

Restricted cash and investments

 

7,702

 

134

 

Property and equipment, net

 

221,417

 

236,585

 

FCC licenses

 

287,495

 

287,495

 

Debt issuance costs, net

 

466

 

9,599

 

Intangible and other long-term assets, net

 

3,836

 

3,802

 

Total assets

 

$

584,426

 

$

701,469

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

3,209

 

$

3,826

 

Accrued compensation and related benefits

 

1,769

 

2,052

 

Accrued interest payable

 

465

 

4,628

 

Other accrued liabilities

 

1,138

 

1,984

 

Current portion of accrued restructuring costs

 

1,215

 

1,342

 

Current portion of obligations under capital lease

 

253

 

 

Total current liabilities

 

8,049

 

13,832

 

Other liabilities

 

809

 

1,419

 

Deferred rent

 

7,206

 

6,175

 

Asset retirement obligations

 

4,550

 

4,048

 

Accrued restructuring costs, net of current portion

 

1,560

 

2,436

 

Obligations under capital lease, net of current portion

 

3,471

 

 

Long-term debt

 

154,528

 

430,317

 

Deferred tax liability

 

71,904

 

73,372

 

Total liabilities

 

252,077

 

531,599

 

Commitments and contingencies

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.001 par value; 400,000 shares authorized, 45,701 and 15,052 shares issued and outstanding at December 31, 2009 and December 31, 2008, respectively

 

46

 

15

 

Additional paid-in capital

 

958,817

 

794,231

 

Accumulated deficit

 

(626,514

)

(624,376

)

Total stockholders’ equity

 

332,349

 

169,870

 

Total liabilities and stockholders’ equity

 

$

584,426

 

$

701,469

 

 



 

FIBERTOWER CORPORATION

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Year Ended December 31,

 

 

 

2009

 

2008

 

 

 

(unaudited)

 

 

 

Operating activities

 

 

 

 

 

Net loss

 

$

(2,138

)

$

(249,829

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

27,840

 

24,897

 

Gain on early extinguishment of debt, net

 

(98,248

)

 

Non-cash payment-in-kind of interest

 

33,529

 

 

Decline in value of embedded derivative

 

 

 

Accretion of convertible notes

 

15,572

 

14,539

 

Accretion of investments in debt securities

 

 

(917

)

Accretion of asset retirement obligations

 

501

 

440

 

Amortization of debt issuance costs

 

1,365

 

2,256

 

Stock-based compensation

 

8,016

 

6,274

 

Loss on disposal of equipment

 

254

 

68

 

Impairment of long-lived assets and other charges

 

270

 

16,439

 

Restructuring charges

 

372

 

4,046

 

Impairment of FCC licenses

 

 

54,505

 

Impairment of goodwill

 

 

86,093

 

Income tax benefit

 

(1,247

)

(20,189

)

Net changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(172

)

(2,968

)

Prepaid expenses and other current assets

 

383

 

(662

)

Other long-term assets

 

(333

)

(127

)

Accounts payable

 

(617

)

(9,846

)

Accrued compensation and related benefits

 

(283

)

(1,317

)

Accrued interest payable

 

(4,163

)

(1

)

Other accrued liabilities

 

559

 

1,342

 

Net cash (used) in operating activities

 

(18,540

)

(74,957

)

Investing activities

 

 

 

 

 

Purchases of short-term investments

 

 

 

Maturities of short-term investments

 

 

 

Maturities of certificates of deposit

 

 

5,000

 

Maturities of restricted cash and investments

 

 

37,419

 

Increase in restricted cash and investments

 

(11,123

)

 

Deposit under capital lease obligation

 

(500

)

 

Purchase of property and equipment

 

(8,632

)

(36,795

)

Net cash (used) provided in investing activities

 

(20,255

)

5,624

 

Financing activities

 

 

 

 

 

Cash paid for repurchases of Notes due 2012

 

(52,180

)

 

Cash paid upon redemption of Interim Notes

 

(12,713

)

 

Proceeds from exercise of stock options

 

 

360

 

Cash (used) provided in financing activities

 

(64,893

)

360

 

Net decrease in cash and cash equivalents

 

(103,688

)

(68,973

)

Cash and cash equivalents at beginning of year

 

154,357

 

223,330

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

$

50,669

 

$

154,357

 

 



 

Reconciliation of Non-GAAP Financial Measures:

 

This news release includes the use of adjusted EBITDA, which is a non-GAAP financial measure management uses to monitor the financial performance of the Company’s operations.  This measurement, together with GAAP measures such as revenue and loss from operations, assists management in its decision-making processes relating to the operation of the Company’s business.  Adjusted EBITDA is defined as net income (loss) from operations before interest, taxes, depreciation and amortization, impairment and restructuring charges, stock-based compensation, gain on early extinguishment of debt,   debt exchange expenses and other income (expense).  Adjusted EBITDA is not a substitute for operating income, net income (loss), or cash flow used in operating activities as determined in accordance with GAAP, as a measure of performance or liquidity.  In addition, the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.  This non-GAAP financial measure should be viewed in addition to, and not as an alternative for, the Company’s reported financial results as determined in accordance with GAAP.  The following table shows the calculation of the Company’s total Adjusted EBITDA reconciled to net income (loss).

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(27,798

)

$

(62,690

)

$

(2,138

)

$

(249,829

)

Depreciation and amortization

 

6,800

 

6,989

 

27,840

 

24,897

 

Stock-based compensation

 

4,462

 

1,548

 

8,016

 

6,274

 

Exchange offer and redemption of debt expenses

 

4,222

 

 

4,476

 

 

Impairment of FCC licenses

 

 

54,505

 

 

54,505

 

Impairment of goodwill

 

 

 

 

86,093

 

Interest income

 

(36

)

(559

)

(295

)

(5,316

)

Interest expense

 

10,150

 

13,436

 

47,605

 

47,742

 

Gain on early extinguishment of debt, net

 

 

 

(98,248

)

 

Impairment of long-lived assets and other charges and credits

 

150

 

2,030

 

681

 

22,262

 

Income tax benefit

 

(160

)

(20,189

)

(1,247

)

(20,189

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

(2,210

)

$

(4,930

)

$

(13,310

)

$

(33,561

)