SBA Communications (SBAC) 8-K Sba Communications Corporation Announces Results of

Exhibit 99.1

NEWS

FOR IMMEDIATE RELEASE

SBA COMMUNICATIONS CORPORATION ANNOUNCES RESULTS OF

REAUDIT OF 2001 FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION (NASDAQ: SBAC); BOCA RATON, FLORIDA, NOVEMBER 10, 2003

As previously reported, SBA Communications Corporation (including its subsidiaries, “SBA” or the “Company”) is required according to SEC rules to restate its financial statements for all periods presented to reflect as discontinued operations the 2003 sale of towers to AAT Communications Corporation (“AAT”) and certain other towers held for sale. In that regard, SBA engaged Ernst & Young LLP, the Company’s independent accountants since 2002, to re-audit the Company’s financial statements for the year ended December 31, 2001.

SBA Communications Corporation will be restating its financial statements for fiscal years 2002 and 2001 to reflect as discontinued operations the sale of towers to AAT and certain other towers held for sale, and to make certain adjustments identified through the audit process primarily related to the accounting for certain business combinations. These adjustments are primarily a result of changes in 2001 to reflect the elimination of net deferred tax liabilities and corresponding goodwill established in connection with certain business combinations, the accounting for earn-out obligations settled in 2002 related to previous business combinations and certain other adjustments. As a result, reported net loss for the year 2002 is expected to be reduced by approximately $24.2 million related to a reduction to the previously reported write-off of goodwill, consisting of a $19.9 million reduction of the cumulative effect of a change in accounting principle and a $4.3 million reduction of asset impairment charges. The effects of the restatements are expected to be as follows for the years ended December 31, 2002 and 2001:

	As Previously Reported(1)		As Restated		As Previously Reported(1)		As Restated
	(in thousands, except per share data)
	2002		2002		2001		2001
Revenues	$	240,036	$	240,036	$	225,141	$	225,141
Site leasing gross profit	$	74,388	$	74,388	$	54,777	$	54,777
Site development gross profit	$	22,568	$	22,568	$	31,803	$	31,203
Total operating expenses	$	197,574	$	193,323	$	132,505	$	132,552

Loss from continuing operations before cumulative effect of change in accounting principle	$	(188,835	)	$	(184,584	)	$	(122,943	)	$	(123,590	)
Loss from discontinued operations		(3,738	)		(3,738	)		(2,202	)		(2,202	)
Loss before cumulative effect of change in accounting principle		(192,573	)		(188,322	)		(125,145	)		(125,792	)
Cumulative effect of change in accounting principle		(80,592	)		(60,674	)		—			—
Net loss	$	(273,165	)	$	(248,996	)	$	(125,145	)	$	(125,792	)
Per Share Data:
Basic and Diluted Loss Per Common Share Amounts:
Loss from continuing operations before cumulative effect of change in accounting principle	$	(3.76	)	$	(3.66	)	$	(2.59	)	$	(2.61	)
Loss from discontinued operations		(0.07	)		(0.07	)		(0.05	)		(0.05	)
Cumulative effect of change in accounting principle		(1.60	)		(1.20	)		—			—
Net loss per common share	$	(5.43	)	$	(4.93	)	$	(2.64	)	$	(2.66	)
Weighted average number of common shares(2)		50,308			50,491			47,437			47,321

⁽¹⁾The “as previously reported” amounts have been adjusted to reflect the impact of discontinued operations and the reclassification of the loss from the early extinguishment of debt in accordance with SFAS 145.

⁽²⁾Adjusted to correct the timing of shares issuable under certain earn-out obligations.

Certain adjustments identified in the restatement of the 2002 and 2001 financial statements, primarily those related to the accounting for certain business combinations, also affect the June 30, 2003 and 2002 financial statements previously filed. In addition, the loss on sale of towers previously reported in the second quarter of 2003 will be restated to reflect additional loss associated with tower sale indemnity obligations.

Reported net loss for the six months ended June 30, 2003 will be increased by approximately $11.2 million related to the loss on the AAT tower sale, which is classified as a component of discontinued operations. The sale of the remaining 153 towers sold from July 1, 2003 through October 1, 2003, in the AAT transaction is expected to result in an aggregate gain, net of provisions for purchase price adjustments, of approximately $16 million. The Company expects its cumulative loss on the entire AAT transaction to be approximately $2 million. Reported net loss for the six months ended June 30, 2002 will be reduced by approximately $24.2 million related to a reduction to the previously reported write-off of goodwill, consisting of a $19.9 million reduction of the cumulative effect of a change in accounting principle and a $4.3 million reduction of asset impairment charges. The effects of the restatements related to the applicable six month periods are expected to be as follows:

	As Previously Reported			As Restated			As Previously Reported			As Restated
	(in thousands, except per share data)
	For the six months ended June 30,						For the six months ended June 30,
	2003			2003			2002			2002
Revenues	$	102,052		$	102,052		$	121,842		$	121,842
Site leasing gross profit	$	41,421		$	41,421		$	36,332		$	36,332
Site development gross profit	$	3,718		$	3,718		$	13,535		$	13,535
Total operating expenses	$	69,947		$	69,947		$	134,925		$	130,672
Loss from continuing operations before cumulative effect of changes in accounting principles	$	(78,193	)	$	(78,193	)	$	(128,971	)	$	(124,718	)
Loss from discontinued operations		(11,425	)		(22,599	)		(1,596	)		(1,596	)
Loss before cumulative effect of changes in accounting principles		(89,618	)		(100,792	)		(130,567	)		(126,314	)
Cumulative effect of changes in accounting principles		(545	)		(545	)		(80,592	)		(60,674	)
Net loss	$	(90,163	)	$	(101,337	)	$	(211,159	)	$	(186,988	)
Basic and Diluted Loss Per Common Share Amounts:
Loss from continuing operations before cumulative effect of changes in accounting principles	$	(1.53	)	$	(1.53	)	$	(2.60	)	$	(2.49	)
Loss from discontinued operations		(0.22	)		(0.44	)		(0.03	)		(0.03	)
Cumulative effect of changes in accounting principles		(0.01	)		(0.01	)		(1.62	)		(1.10r (1.21	)
Net loss per common share	$	(1.76	)	$	(1.98	)	$	(4.25	)	$	(3.73	)
Weighted average number of common shares		51,132			51,132			49,705			50,074

Attached are unaudited restated financial statements for 2002 and 2001. The Company intends to file restated audited financial statements for 2002 and 2001 together with the opinion of Ernst & Young LLP, thereon by means of Form 8-K as soon as practicable. The independent auditors’ report included in the initial issuance of the Company’s 2002 consolidated financial statements contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. The Company does not believe the conditions that raised substantial doubt about whether the Company will continue as a going concern will exist at the time the independent auditor’s report on the 2002 and 2001 financial statements is issued and therefore such report will not contain a “going concern” qualification. Additionally, the Company intends to amend its Form 10-Q for the three and six months ended June 30, 2003.

SBA is a leading independent owner and operator of wireless communications infrastructure in the United States. SBA generates revenue from two primary businesses – site leasing and site development services. The primary focus of the company is the leasing of antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Since it was founded in 1989, SBA has participated in the development of over 20,000 antenna sites in the United States.

For additional information about SBA, please contact Pam Kline, Vice-President-Capital Markets, at (561) 995-7670.

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements including (i) the amount and details of adjustments being made to the Company’s financial statements for the years ended December 31, 2002 and 2001 and for the three and six months ended June 30, 2003 and 2002 and (ii) the Company’s intent to file the full financials as soon as practicable.

These forward-looking statements may be affected by the risks and uncertainties in the Company’s business. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in the Company’s Securities and Exchange Commission filings, including the Company’s report on Form 10-K filed with the Commission on March 31, 2003. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. With respect to the amount and details of any adjustments and the timing of filing such financials, these statements are subject to the completion of final financial statements for the relevant periods. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Restated)

(in thousands, except par values)

	December 31, 2002			December 31, 2001
ASSETS
Current assets:
Cash and cash equivalents	$	61,141		$	13,904
Accounts receivable, net of allowances of $5,572 and $5,921 in 2002 and 2001, respectively		36,292			56,796
Costs and estimated earnings in excess of billings on uncompleted contracts		10,425			11,333
Prepaid and other current assets		5,129			9,659
Assets held for sale		203,325			214,338
Total current assets		316,312			306,030
Property and equipment, net		940,053			986,063
Deferred financing fees, net		24,517			27,807
Other assets		18,779			22,244
Intangible assets, net		3,704			4,725
Goodwill, net		—			60,674
Total assets	$	1,303,365		$	1,407,543
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,810		$	56,293
Accrued expenses		13,943			11,907
Deferred revenue		11,142			10,396
Interest payable		22,919			21,815
Long-term debt, current portion		60,083			365
Billings in excess of costs and estimated earnings on uncompleted contracts		2,362			6,302
Other current liabilities		3,595			2,664
Liabilities held for sale		2,685			2,966
Total current liabilities		133,539			112,708
Long-term liabilities:
Long-term debt		964,199			845,088
Deferred revenue		703			306
Other long-term liabilities		1,434			697
Total long-term liabilities		966,336			846,091
Commitments and contingencies
Shareholders’ equity:
Common stock-Class A par value $.01 (200,000 and 100,000 shares authorized, 45,674 and 43,233 shares issued and outstanding in 2002 and 2001, respectively)		457			432
Common stock-Class B par value $.01 (8,100 shares authorized,5,456 shares issued and outstanding in 2002 and 2001)		55			55
Additional paid-in capital		667,441			663,724
Accumulated deficit		(464,463	)		(215,467	)
Total shareholders’ equity		203,490			448,744
Total liabilities and shareholders’ equity	$	1,303,365		$	1,407,543

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)

(in thousands, except per share amounts)

	For the years ended December 31,
	2002			2001
Revenues:
Site leasing	$	114,995		$	85,406
Site development		125,041			139,735
Total revenues		240,036			225,141
Cost of revenues (exclusive of depreciation and amortization shown below):
Cost of site leasing		40,607			30,629
Cost of site development		102,473			108,532
Total cost of revenues		143,080			139,161
Gross profit		96,956			85,980
Operating expenses:
Selling, general and administrative		34,352			42,103
Restructuring and other charges		47,762			24,399
Asset impairment charges		25,545			—
Depreciation and amortization		85,664			66,050
Total operating expenses		193,323			132,552
Operating loss from continuing operations		(96,367	)		(46,572	)
Other income (expense):
Interest income		601			7,059
Interest expense, net of amounts capitalized		(54,822	)		(47,709	)
Non-cash interest expense		(29,038	)		(25,843	)
Amortization of debt issuance costs		(4,480	)		(3,887	)
Write-off of deferred financing fees		—			(5,069	)
Other		(169	)		(76	)
Total other expense		(87,908	)		(75,525	)
Loss from continuing operations before provision for income taxes and cumulative effect of change in accounting principle		(184,275	)		(122,097	)
Provision for income taxes		(309	)		(1,493	)
Loss from continuing operations before cumulative effect of change in accounting principle		(184,584	)		(123,590	)
Loss from discontinued operations, net of income taxes		(3,738	)		(2,202	)
Loss before cumulative effect of change in accounting principle		(188,322	)		(125,792	)
Cumulative effect of change in accounting principle		(60,674	)		—
Net loss	$	(248,996	)	$	(125,792	)
Basic and diluted loss per common share amounts:
Loss from continuing operations before cumulative effect of change in accounting principle	$	(3.66	)	$	(2.61	)
Loss from discontinued operations		(0.07	)		(0.05	)
Cumulative effect of change in accounting principle		(1.20	)		—
Net loss per common share	$	(4.93	)	$	(2.66	)
Weighted average number of common shares		50,491			47,321

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated)

(in thousands)

	For the years ended December 31,
	2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(248,996	)	$	(125,792	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		85,664			66,050
Non-cash restructuring and other charges		43,438			24,119
Asset impairment charges		25,545			—
Non-cash items reported in discontinued operations (depreciation and amortization)		16,664			12,658
Non-cash compensation expense		2,017			3,326
Provision for doubtful accounts		3,371			2,641
Amortization of original issue discount and debt issuance costs		33,518			29,730
Amortization of deferred gain from derivative		(133	)		—
Write-off of deferred financing fees and extinguishment of debt		—			5,069
Cumulative effect of change in accounting principle		60,674			—
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		17,133			(3,972	)
Costs and estimated earnings in excess of billings on uncompleted contracts		908			3,201
Prepaid and other current assets		1,356			(3,849	)
Other assets		(5,674	)		2,721
Accounts payable		(15,229	)		(12,183	)
Accrued expenses		(144	)		(2,417	)
Deferred revenue		761			6,113
Interest payable		1,104			21,766
Other liabilities		(230	)		(584	)
Billings in excess of costs and estimated earnings on uncompleted contracts		(3,940	)		R156
Total adjustments		266,803			154,545
Net cash provided by operating activities		17,807			28,753
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from termination of interest rate swap agreement		5,369			—
Capital expenditures		(86,361	)		(307,557	)
Acquisitions and related earn-outs		(29,724	)		(239,143	)
Receipt (payment) of restricted cash		8,000			(8,000	)
Net cash used in investing activities		(102,716	)		(554,700	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee stock purchase/option plans		329			3,250
Proceeds from senior notes payable, net of financing fees		—			484,223
Borrowings under senior credit facility, net of financing fees		143,809			134,430
Bank overdraft borrowings (repayments)		(11,547	)		8,602
Repayment of senior credit facility and notes payable		(445	)		(105,634	)
Net cash provided by financing activities		132,146			524,871
Net increase (decrease) in cash and cash equivalents		47,237			(1,076	)
CASH AND CASH EQUIVALENTS:
Beginning of year		13,904			14,980
End of year	$	61,141		$	13,904
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest, net of amounts capitalized	$	58,261		$	25,943
Taxes	$	1,502		$	2,215
NON-CASH ACTIVITIES:
Assets acquired in connection with acquisitions	$	3,396		$	54,835
Liabilities assumed in connection with acquisitions	$	(2,000	)	$	(3,685	)
Common stock issued in connection with acquisitions	$	(1,396	)	$	(29,800	)

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Restated)

(in thousands, except par values)

	June 30, 2003			December 31, 2002
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	22,040		$	61,141
Restricted cash		23,010			—
Accounts receivable, net of allowances of $4,711 and $5,572 in 2003 and 2002, respectively		26,304			36,292
Costs and estimated earnings in excess of billings on uncompleted contracts		7,189			10,425
Prepaid and other current assets		4,967			5,129
Assets held for sale		42,708			203,325
Total current assets		126,218			316,312
Property and equipment, net		896,619			940,053
Deferred financing fees, net		24,664			24,517
Other assets		32,447			18,779
Intangible assets, net		3,019			3,704
Total assets	$	1,082,967		$	1,303,365
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,524		$	16,810
Accrued expenses		22,031			13,943
Deferred revenue		11,619			11,142
Interest payable		31,476			22,919
Long-term debt, current portion		6,558			60,083
Billings in excess of costs and estimated earnings on uncompleted contracts		1,881			2,362
Other current liabilities		2,222			3,595
Liabilities held for sale		683			2,685
Total current liabilities		87,994			133,539
Long-term liabilities:
Long-term debt		888,130			964,199
Deferred revenue		669			703
Other long-term liabilities		3,513			1,434
Total long-term liabilities		892,312			966,336
Commitments and contingencies
Shareholders’ equity:
Common stock-Class A par value $.01 (200,000 shares authorized, 45,684 and 45,674 shares issued and outstanding in 2003 and 2002, respectively)		457			457
Common stock-Class B par value $.01 (8,100 shares authorized, 5,456 shares issued and outstanding in 2003 and 2002)		55			55
Additional paid-in capital		667,949			667,441
Accumulated deficit		(565,800	)		(464,463	)
Total shareholders’ equity		102,661			203,490
Total liabilities and shareholders’ equity	$	1,082,967		$	1,303,365

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)

(unaudited)

(in thousands, except per share amounts)

	For the three months ended June 30,						For the six months ended June 30,
	2003			2002			2003			2002
Revenues:
Site leasing	$	31,710		$	28,232		$	62,713		$	55,066
Site development		18,665			35,373			39,339			66,776
Total revenues		50,375			63,605			102,052			121,842
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		10,577			9,496			21,292			18,734
Cost of site development		16,927			28,562			35,621			53,241
Total cost of revenues		27,504			38,058			56,913			71,975
Gross profit		22,871			25,547			45,139			49,867
Operating expenses:
Selling, general and administrative		7,242			8,713			15,452			17,742
Restructuring and other charges		396			7,667			1,372			45,405
Asset impairment charges		10,265			9,165			10,717			25,545
Depreciation, accretion and amortization		20,720			20,021			42,406			41,980
Total operating expenses		38,623			45,566			69,947			130,672
Operating loss from continuing operations		(15,752	)		(20,019	)		(24,808	)		(80,805	)
Other income (expense):
Interest income		124			83			253			96
Interest expense		(22,513	)		(13,432	)		(39,643	)		(26,649	)
Non-cash interest expense		(723	)		(7,184	)		(5,800	)		(14,097	)
Amortization of debt issuance costs		(1,272	)		(1,101	)		(2,427	)		(2,190	)
Write-off of deferred financing fees and loss on extinguishment of debt		(4,842	)		—			(4,842	)		—
Other		(35	)		(118	)		9			(40	)
Total other expense		(29,261	)		(21,752	)		(52,450	)		(42,880	)
Loss from continuing operations before provision for income taxes and cumulative effect of changes in accounting principles		(45,013	)		(41,771	)		(77,258	)		(123,685	)
Provision for income taxes		(435	)		(480	)		(935	)		(1,033	)
Loss from continuing operations before cumulative effect of changes in accounting principles		(45,448	)		(42,251	)		(78,193	)		(124,718	)
Loss from discontinued operations, net of income taxes		(22,134	)		(834	)		(22,599	)		(1,596	)
Loss before cumulative effect of changes in accounting principles		(67,582	)		(43,085	)		(100,792	)		(126,314	)
Cumulative effect of changes in accounting principles		—			—			(545	)		(60,674	)
Net loss	$	(67,582	)	$	(43,085	)	$	(101,337	)	$	(186,988	)

Basic and diluted loss per common share amounts:
Loss from continuing operations before cumulative effect of changes in accounting principles	$	(0.89	)	$	(0.84	)	$	(1.53	)	$	(2.49	)
Loss from discontinued operations		(0.43	)		(0.01	)		(0.44	)		(0.03	)
Cumulative effect of changes in accounting principles		—			—			(0.01	)		(1.21	)
Net loss per common share	$	(1.32	)	$	(0.85	)	$	(1.98	)	$	(3.73	)
Weighted average number of common shares		51,133			50,392			51,132			50,074

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated)

(unaudited) (in thousands)

	For the six months ended June 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(101,337	)	$	(186,988	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, accretion and amortization		42,406			41,980
Non-cash restructuring and other charges		649			42,551
Asset impairment charges		10,717			25,545
Non-cash items reported in discontinued operations (primarily depreciation, asset impairment charges and loss on sale of towers)		25,637			8,267
Non-cash compensation expense		486			1,112
Provision for doubtful accounts		1,325			1,645
Amortization of original issue discount and debt issuance costs		7,504			16,287
Interest converted to term loan		709			—
Write-off of deferred financing fees and extinguishment of debt		4,842			—
Amortization of deferred gain from derivative		(331	)		—
Cumulative effect of changes in accounting principles		545			60,674
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		8,664			7,525
Costs and estimated earnings in excess of billings on uncompleted contracts		3,236			406
Prepaid and other current assets		(276	)		(3,383	)
Other assets		(3,730	)		(2,765	)
Accounts payable		(5,287	)		(18,584	)
Accrued expenses		(1,193	)		(243	)
Deferred revenue		433			666
Interest payable		8,557			706
Other liabilities		2,491			(85	)
Billings in excess of costs and estimated earnings on uncompleted contracts		(481	)		(1,947	)
Total adjustments		106,903			180,357
Net cash provided by (used in) operating activities		5,566			(6,631	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(9,090	)		(53,354	)
Acquisitions and related earn-outs		(2,530	)		(17,627	)
Proceeds from sale of towers		142,510			—
Receipt (payment) of restricted cash		(33,168	)		7,500
Net cash provided by (used in) investing activities		97,722			(63,481	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee stock purchase/option plans		22			212
Borrowings under senior credit facility		225,000			98,000
Repayment of senior credit facility and notes payable		(335,049	)		(370	)
Payment of financing fees		(7,587	)		(65	)
Bank overdraft repayments		—			(10,255	)
Repurchase of 12% senior discount notes		(24,775	)		—
Net cash provided by (used in) financing activities		(142,389	)		87,522
Net increase (decrease) in cash and cash equivalents		(39,101	)		17,410
CASH AND CASH EQUIVALENTS:
Beginning of period		61,141			13,904
End of period	$	22,040		$	31,314
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	32,267		$	27,459
Taxes	$	1,164		$	705
NON-CASH ACTIVITIES:
Assets acquired in connection with acquisitions	$	—		$	10,396
Liabilities assumed in connection with acquisitions	$	—		$	(9,000	)
Common stock issued in connection with acquisitions	$	—		$	(1,396	)