SAN FRANCISCO, July 17, 2012 /PRNewswire/ — FiberTower Corporation (OTC:FTWRQ), and certain of its wholly-owned subsidiaries: FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings, LLC (collectively, the “Company” or “FiberTower”) filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing, which was made in U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth division, includes a proposed plan of reorganization for FiberTower.
The proposed plan of reorganization will eliminate the Company’s long-term debt enabling the Company to emerge from bankruptcy as a stronger business. The proposed plan reorganizes FiberTower around its restructured legacy backhaul network as well as two other business lines – – spectrum services and carrier services. FiberTower has taken these steps after evaluating various strategic and financial alternatives and determining that reorganizing under Chapter 11 is in the best long-term interests of the Company, its customers, employees, creditors, business partners and other stakeholders. The proposed plan of reorganization is supported by an ad hoc group of holders of the Company’s secured debt (the “Ad Hoc Group”) pursuant to a plan support agreement.
During the Chapter 11 process, the Company intends to run “business as usual” and will: (i) operate its backhaul network; (ii) pay “post-petition” vendors, suppliers and other business partners for goods and services provided; and (iii) pay employees’ wages and salaries and maintain current medical, dental, life insurance, disability and other benefits. The Company has reached a consensual agreement with the Ad Hoc Group to use cash collateral. In addition, the Company filed a variety of “first day motions” to support its employees, customers, vendors and other stakeholders; to maintain existing cash management programs; to retain legal and other professionals; and to support the Company’s reorganization case.
The Company is issuing unaudited summarized financial statements for the periods ending December 31, 2011 and June 30, 2012. Those summarized financial statements are included at the end of this press release.
Documents related to the filing may be found at: www.bmcgroup.com/fibertower.
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, our ability to emerge from bankruptcy as a reorganized company, our future financial performance and results of operations including our financial and business prospects, the deployment of our services, capital requirements, financing prospects, planned capital expenditures, 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. These include, among other things, negative cash flows and operating and net 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 | ||||||
| Financial Statements for the Periods Ending December 31, 2011 & June 30, 2012 | ||||||
| Income Statements | ||||||
| FY 2011 | June 2012 YTD | |||||
| Revenue | ||||||
| Revenue w/o ETLs | $ 77,386,864 | $ 33,384,266 | ||||
| ETLs | 19,898,921 | 348,767 | ||||
| Total | 97,285,785 | 33,733,033 | ||||
| Cost of Service | ||||||
| Rent | 22,007,102 | 11,065,073 | ||||
| FSP costs | 19,470,693 | 8,232,788 | ||||
| Impairments (1) | 346,000,250 | 1,491,251 | ||||
| Other COS | 6,071,868 | 1,676,687 | ||||
| Total COS | 393,549,913 | 22,465,799 | ||||
| SG & A | ||||||
| fSG&A | 24,935,125 | 2,128,550 | ||||
| Corporate SG&A | 23,397,346 | 7,904,526 | ||||
| Retention | – | 1,526,771 | ||||
| Stock Comp | 3,216,017 | 247,132 | ||||
| Total SG&A | 51,548,488 | 11,806,979 | ||||
| EBITDA | ||||||
| Adjusted fEBITDA | 24,935,125 | 9,990,843 | ||||
| Adjusted EBITDA | 3,042,934 | 2,210,065 | ||||
| EBITDA margin | 3.1% | 6.6% | ||||
| (1) Includes fair value write-down of network assets and spectrum in 2011 | ||||||
| FiberTower Corporation | ||||||
| Financial Statements for the Periods Ending December 31, 2011 & June 30, 2012 | ||||||
| Reconciliation to Net Income | ||||||
| FY 2011 | June 2012 YTD | |||||
| Adjusted EBITDA | $ 3,042,934 | $ 2,210,065 | ||||
| Stock-based compensation | 3,216,017 | 247,132 | ||||
| Depreciation & amortization | 25,352,525 | 4,963,681 | ||||
| Interest income | (97,953) | (109,512) | ||||
| Interest expense | 14,119,315 | 7,464,838 | ||||
| Impairment/USAC | 346,534,168 | 1,491,251 | ||||
| Restructuring Charge | 1,492,359 | 149,708 | ||||
| Income Tax Adjustment | (65,565,562) | 153,000 | ||||
| Early termination payments | (19,898,921) | (348,767) | ||||
| Gain/(Loss) on disposal of assets | 28,629 | (216,019) | ||||
| Total adjustments | 305,180,577 | 13,795,312 | ||||
| Net Income | $ (302,137,642) | $ (11,585,247) | ||||
| Adjusted Field EBITDA | $ 24,935,125 | $ 9,990,843 | ||||
| Corporate SG&A | 23,397,346 | 7,904,526 | ||||
| Stock-based compensation | 3,216,017 | 247,132 | ||||
| Depreciation & amortization | 25,352,525 | 4,963,681 | ||||
| Interest income | (97,953) | (109,512) | ||||
| Interest expense | 14,119,315 | 7,464,838 | ||||
| Impairment/USAC | 346,534,168 | 1,491,251 | ||||
| Bad debt expense | (12,798) | 25,959 | ||||
| Income Tax Adjustment | (65,565,562) | 153,000 | ||||
| Early termination payments | (19,898,921) | (348,767) | ||||
| Gain/(Loss) on disposal of assets | 28,629 | (216,019) | ||||
| Total adjustments | 327,072,767 | 21,576,089 | ||||
| Net Income | $ (302,137,642) | $ (11,585,247) | ||||
| FiberTower Corporation | ||||
| Financial Statements for the Periods Ending December 31, 2011 & June 30, 2012 | ||||
| Balance Sheets | ||||
| FY 2011 | June 2012 YTD | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ 26,122,765 | $ 24,406,664 | ||
| Accounts receivable | 8,751,635 | 8,106,081 | ||
| Prepaid expenses and other | 1,822,199 | 1,609,052 | ||
| Total current assets | 36,696,599 | 34,121,797 | ||
| Total fixed assets | 45,026,352 | 38,785,999 | ||
| Restricted cash equivalents | 6,342,011 | 4,456,177 | ||
| FCC Spectrum Licenses | 106,630,000 | 106,630,000 | ||
| Deposits and other long-term assets | 4,689,870 | 4,113,958 | ||
| Total assets | $199,384,832 | $188,107,931 | ||
| Liabilities | ||||
| Current liabilities: | ||||
| Accounts payable and accrued liabilities | $9,686,726 | $5,015,876 | ||
| Accrued interest payable | 3,551,109 | 4,951,757 | ||
| Capital lease Obligation – ST | 1,213,621 | 1,143,286 | ||
| Total current liabilities | 14,451,457 | 11,110,920 | ||
| Long-term liabilities: | ||||
| Long-term debt | 172,296,441 | 176,178,844 | ||
| Deferred tax liability | 6,138,270 | 6,138,270 | ||
| Other long-term liabilities | 18,156,525 | 17,675,874 | ||
| Total long-term liabilities | 196,591,237 | 199,992,988 | ||
| Total stockholders’ equity | (11,657,862) | (22,995,977) | ||
| Total liabilities and equity | $199,384,832 | $188,107,931 | ||
| FiberTower Corporation | ||||
| Financial Statements for the Periods Ending December 31, 2011 & June 30, 2012 | ||||
| Statement of Cashflows | ||||
| FY 2011 | June 2012 YTD | |||
| Operating Activities | ||||
| Net income/(loss) | ($302,137,642) | ($11,585,247) | ||
| Depreciation & amortization | (97,799,183) | 4,880,373 | ||
| Accretion expense | 8,215,546 | 3,254,318 | ||
| Impairment/USAC | 527,399,168 | 1,491,251 | ||
| Stock-based compensation | 3,216,017 | 247,132 | ||
| Debt related amortization | 85,778 | |||
| Deferred tax benefit | (65,565,562) | – | ||
| Working capital/other | (837,745) | (1,994,269) | ||
| Net operating cashflow | 72,490,599 | (3,620,664) | ||
| Investing Activities | ||||
| Change in restricted cash | 3,648,572 | 1,885,834 | ||
| Property, plant & equipment | (71,247,578) | 18,729 | ||
| Net investing cashflows | (67,599,006) | 1,904,563 | ||
| Financing Activities | ||||
| Exercise of stock options & warrants | (82,479) | – | ||
| Net financing cashflow | (82,479) | – | ||
| Net change in cash and equivalents | 4,809,114 | (1,716,101) | ||
| Beginning cash | 21,313,651 | 26,122,765 | ||
| Ending cash | $ 26,122,765 | $ 24,406,664 | ||
| FiberTower Corporation | ||||||
| Financial Statements for the Periods Ending December 31, 2011 & June 30, 2012 | ||||||
| Debt Summary | ||||||
| FY 2011 | June 2012 YTD | |||||
| GAAP | ||||||
| 2012 Converts | $36,220,209 | $37,046,442 | ||||
| 2016 Sr Notes | 136,076,232 | 139,132,402 | ||||
| Total | $172,296,441 | $176,178,844 | ||||
| Contract Amount | ||||||
| 2012 Converts | $36,232,902 | $37,051,945 | ||||
| 2016 Sr Notes | 124,215,075 | 127,941,527 | ||||
| Total | $160,447,977 | $164,993,472 | ||||
| Accrued Interest | ||||||
| 2012 Converts | $1,698,234 | $3,043,296 | ||||
| 2016 Sr Notes | 1,852,875 | 1,908,461 | ||||
| Total | $3,551,109 | $4,951,757 | ||||
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