Attached files
Exhibit 99.2
T3 Sites
(A component of T-Mobile USA, Inc.)
Unaudited Statement of Revenues and
Certain Expenses
Nine Months Ended September 30, 2012
T3 Sites
(A component of T-Mobile USA, Inc.)
Index
Nine Months Ended September 30, 2012
Page(s) | ||||
Unaudited Statement of Revenues and Certain Expenses |
1 | |||
Notes to Unaudited Statement of Revenues and Certain Expenses |
24 |
T3 Sites
(A component of T-Mobile USA, Inc.)
Unaudited Statement of Revenues and Certain Expenses
Nine Months Ended September 30, 2012
(dollars in thousands) | ||||
Revenues |
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Lease revenues |
$ | 73,997 | ||
Other service revenues |
3,211 | |||
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Total revenues |
77,208 | |||
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Certain operating expenses |
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Lease expense |
93,685 | |||
Selling, general and administrative, and other |
10,145 | |||
Property taxes |
10,129 | |||
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Total certain operating expenses |
113,959 | |||
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Certain expenses in excess of revenues |
$ | (36,751 | ) | |
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The accompanying notes are an integral part of this Unaudited Statement of Revenues and Certain Expenses.
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T3 Sites
(A component of T-Mobile USA, Inc.)
Notes to Unaudited Statement of Revenues and Certain Expenses
Nine Months Ended September 30, 2012
1. | Summary of Significant Accounting Policies |
The accompanying interim Statement of Revenues and Certain Expenses (the Statement) and the financial information included herein are unaudited, but reflect all adjustments which are, in our opinion, necessary for a fair presentation of the results of operations for the period presented. All such adjustments are of a normal, recurring nature. Results of operations for the interim period presented herein are not necessarily indicative of results of operations for the entire year.
Certain information and footnote disclosures normally included in audited Statement of Revenues and Certain Expenses prepared according to accounting principles generally accepted in the United States have been condensed or omitted. As a result, the Statement of Revenues and Certain Expenses for the nine months ended September 30, 2012 should be read along with T3 Sites audited Statement of Revenues and Certain Expenses for the year ended December 31, 2011.
Operations and Basis of Presentation
The Statement includes the operations of certain wireless communications towers owned by subsidiaries of T-Mobile USA Inc. (together with its subsidiaries, T-Mobile or the Company). These towers represent those to be leased or acquired by Crown Castle International Corp. (together with its subsidiaries, CCIC) as described in the next paragraph. These communications towers are located on real property primarily leased from a variety of third party individuals and commercial landlords. For the purposes of this Statement, T-Mobiles investment in these towers, and the associated operations, including leasing activities with landlords, maintenance of the communications towers, and the marketing and leasing of available tower capacity on the communications towers to other wireless service providers, are referred to collectively as T3 Sites. T3 Sites is not a legal entity.
On September 28, 2012 a definitive agreement was reached by T-Mobile and CCIC under which CCIC will have exclusive rights to lease, manage or purchase and operate approximately 7,200 sites that made up the T3 Sites tower portfolio. Prior to the transaction closing on November 30, 2012, the total sites included in the transaction was reduced to approximately 7,100 sites, for which the financial results are included in this Statement. Under the terms of the transaction, CCIC will also take over the existing collocation arrangements with third party tenants who lease space on the towers. T-Mobile has committed to sublease space on the towers from CCIC for a minimum of 10 years. The agreement and this Statement exclude certain other T-Mobile-owned wireless sites and related assets that are not subject to the agreement.
The accompanying Statement has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission. The Statement, which encompasses the towers to be leased or sold to CCIC is not representative of the actual operations of T3 Sites for the period presented or indicative of future operations of T3 Sites as no revenue for T-Mobiles occupation of tower space has been included as discussed below in Revenue Recognition. Additionally, certain expenses, primarily consisting of corporate overhead, interest expense, depreciation and amortization and income taxes have been excluded.
The accompanying Statement of T3 Sites has been prepared using accounting principles generally accepted in the United States. These principles require management to make estimates and assumptions that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates.
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T3 Sites
(A component of T-Mobile USA, Inc.)
Notes to Unaudited Statement of Revenues and Certain Expenses
Nine Months Ended September 30, 2012
Revenue Recognition
Lease revenues include revenues from site collocation rendered to non-affiliate customers. No revenue has been recognized by T3 Sites in conjunction with T-Mobiles occupation of tower space. Escalation clauses, excluding variable lease rentals such as those tied to the Consumer Price Index (CPI), and other incentives present in the lease agreements with T3 Sites customers are recognized on a straight-line basis through the current term of the lease excluding renewal periods exercisable at the option of the tenant. Amounts received prior to being earned are deferred until such time as the earnings process is complete or recognized ratably over the period in which services are rendered.
T3 Sites recognizes other service revenues, including application fees and other fee-based service revenues, as services are rendered.
Lease Expense
T3 Sites recognizes lease expense, primarily on ground leases, on a straight-line basis, over the initial lease term and renewal periods that are considered reasonably assured at the inception of the lease. Rent escalations, excluding variable lease rentals such as those tied to the CPI, present in the lease agreements between T3 Sites and its ground lessors are included in the computation of straight-line rent. Expense recognized in advance of required payments is accrued as a liability.
Certain ground leases contain provisions which require T3 Sites to pay the landlord a certain percentage or fixed amount of revenues earned from collocation tenants of T-Mobile. Ground lease expense related to such revenue share provisions amounted to approximately 8% of total Lease expense for the nine months ended September 30, 2012.
Use of Estimates
The preparation of the Statement of Revenues and Certain Expenses requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses, and the disclosure of contingencies at the date of the Statement of Revenues and Certain Expenses. . Significant estimates include reasonably assured renewal terms for operating leases and property taxes. T-Mobile based these estimates on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from such estimates if managements assumptions prove invalid or conditions change.
Concentrations of Risk
T3 Sites has seven customers that generated an aggregate of approximately 95% of revenues for the nine months ended September 30, 2012, including four customers that each generated more than 10% of the revenues. The percentage of revenues by customer is summarized in the table below for the nine months ended September 30, 2012:
Customer A |
25.8 | % | ||
Customer B |
21.3 | % | ||
Customer C |
14.8 | % | ||
Customer D |
14.5 | % |
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T3 Sites
(A component of T-Mobile USA, Inc.)
Notes to Unaudited Statement of Revenues and Certain Expenses
Nine Months Ended September 30, 2012
2. | Related Party Transactions and Allocations |
T-Mobile is the anchor tenant occupying space on substantially all of the towers operated by T3 Sites during the nine months ended September 30, 2012. Revenue associated with T-Mobiles occupation of tower space has not been included in this Statement as no formal contract exists between T3 Sites and T-Mobile.
T3 Sites is dependent upon T-Mobile to fund its operations and anticipates that this funding requirement will continue until the transaction with CCIC is completed.
T-Mobile does not file separate property tax returns for the T3 Sites property and equipment. For purposes of this Statement, Property taxes were determined by applying the property tax rates applicable to T-Mobile on a state by state basis against the total T3 Sites investment in property and equipment in those states.
Selling, general and administrative, and other expenses and a portion of Other service revenues are directly attributable to T-Mobiles overall towers business but not to the specific portfolio of towers included in the transaction. These costs have been allocated to T3 Sites on a pro-rata basis based on the quantity of towers included in the T3 Sites.
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