SEC Comment Letter for CROWN CASTLE INC. (CCI) (CIK 0001051470) (CCI) — Jul 13, 2007
CROWN CASTLE INC. (CCI) (CIK 0001051470)
Date: July 13, 2007 · CIK: 0001051470 · Accession: 0000000000-07-034271
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-16441
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-5546 DIVISION OF CORPORATION FINANCE Mail Stop 3720 February 7, 2007 Mr. W. Benjamin Moreland Executive Vice President and Chief Financial Officer Crown Castle International Corp. 510 Bering Drive Suite 600 Houston, Texas 77057-1457
Re: Crown Castle International Corp. Form 10-Q for the Quarterly Period Ended September 30, 2006 Filed: November 6, 2006 File No. 001-16441
Dear Mr. Moreland:
We have reviewed your Form 10-Q and have the following comment. We have limited our review to the issue addre ssed in our comment. In our comment, we have asked you to provide us with information so we may better unde rstand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of th is letter.
Review of Non-Cash Equity Based Compensation We note your disclosure regarding your adopt ion of Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstate ments when Quantifying Misstatements in Current Year Financial Statements (SAB 108). We further note that, pursuant to SAB 108, you corrected errors in your accounting for equity-based compensation by recording a non-cash offsetting cumulative effect adjustment of $83,985,000 within stockholders’ equity. The SAB 108 transition provision s provide for a cumulative effect adjustment for errors determined to be immaterial in prior periods under an issuer’s previ ous and properly applied methodology, and after considering appr opriate qualitative factors, bu t that are material to those periods based on the guidance of SAB 108. SAB 99 notes that a materialit y evaluation must be based on all relevant quantitative and qualitative factors. Based on your facts and circumstances, and given the subject matter of the review, it is unclear wh ether the use of the one-time cumulative effect adjustment permitted by SAB 108 is appropriate.
Mr. Moreland February 7, 2007 Page 2 Please provide your annual SAB 99 materialit y analysis explaining how you determined that the errors related to each prior period were immaterial on both a quantitative and qualitative basis. Please ensure your response addresses all of the qualitative factors outlined in SAB 99 and any other relevant qualitative factors. Pleas e also provide additional detail with respect to the adjustments made to the empl oyee grants after the grant date.
* * * *
As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your response, as well as any filing made in response to this letter.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made.
In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filings or in response to our comments on your filings.
You may contact Robert S. L ittlepage at (202) 551-3361 if you have questions regarding comments on the financial statements and relate d matters. Please contact me at (202) 551-3810 with any other questions.
S i n c e r e l y ,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
February 7, 2007
Mr. W. Benjamin Moreland
Executive Vice President and
Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 600
Houston, Texas 77057-1457
Re: Crown Castle International Corp.
Form 10-Q for the Quarterly Period Ended September 30, 2006
Filed: November 6, 2006
File No. 001-16441
Dear Mr. Moreland:
We have reviewed your Form 10-Q and have the following comment. We have limited
our review to the issue addre ssed in our comment. In our comment, we have asked you to
provide us with information so we may better unde rstand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comment or any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of th is letter.
Review of Non-Cash Equity Based Compensation
We note your disclosure regarding your adopt ion of Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstate ments when Quantifying Misstatements in Current
Year Financial Statements (SAB 108). We further note that, pursuant to SAB 108, you corrected
errors in your accounting for equity-based compensation by recording a non-cash offsetting
cumulative effect adjustment of $83,985,000 within stockholders’ equity.
The SAB 108 transition provision s provide for a cumulative effect adjustment for errors
determined to be immaterial in prior periods under an issuer’s previ ous and properly applied
methodology, and after considering appr opriate qualitative factors, bu t that are material to those
periods based on the guidance of SAB 108. SAB 99 notes that a materialit y evaluation must be
based on all relevant quantitative and qualitative factors. Based on your facts and circumstances,
and given the subject matter of the review, it is unclear wh ether the use of the one-time
cumulative effect adjustment permitted by SAB 108 is appropriate.
Mr. Moreland
February 7, 2007
Page 2
Please provide your annual SAB 99 materialit y analysis explaining how you determined
that the errors related to each prior period were immaterial on both a quantitative and qualitative
basis. Please ensure your response addresses all of the qualitative factors outlined in SAB 99
and any other relevant qualitative factors. Pleas e also provide additional detail with respect to
the adjustments made to the empl oyee grants after the grant date.
* * * *
As appropriate, please amend your filing and respond to this comment within 10 business
days or tell us when you will provide us with a response. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your
response, as well as any filing made in response to this letter.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
You may contact Robert S. L ittlepage at (202) 551-3361 if you have questions regarding
comments on the financial statements and relate d matters. Please contact me at (202) 551-3810
with any other questions.
S i n c e r e l y ,
L a r r y S p i r g e l
A s s i s t a n t D i r e c t o r