SBA Communications (SBAC) 8-K SBA Communications Corporation Reports 2nd Quarter Results; Updates 2004 Guidance

Exhibit 99.1

SBA Communications Corporation Reports 2nd Quarter Results; Updates 2004 Guidance

BOCA RATON, Fla., July 29 /PRNewswire-FirstCall/ — SBA Communications Corporation (Nasdaq:SBAC -News; “SBA” or the “Company”) today reported results for the second quarter ended June 30, 2004. Highlights of the results include:

— Year over Year:

        Site leasing revenue growth of 11.8%.

        Tower cash flow growth of 17.6%.

        Loss from continuing operations reduced by 49.9%.

        Adjusted EBITDA growth of 23.1%.

• Net debt/Annualized Adjusted EBITDA leverage ratio reduced 1.6x from Q1 2004.

Operating Results

Total revenues in the second quarter of 2004 were $56.3 million, compared to $46.0 million in the year earlier period. Site leasing revenue of $35.5 million and site leasing gross profit (tower cash flow) of $24.8 million were up 11.8% and 17.6%, respectively, over the year earlier period. Same tower revenue and site leasing gross profit growth on the 3,039 towers owned at June 30, 2003 and 2004 were 10% and 16%, respectively. Site leasing gross profit margin in the second quarter was 70.0%, a 340 basis point improvement over the year earlier period. Site leasing contributed 93.6% of the Company’s gross profit in the second quarter of 2004.

Site development revenues were $20.9 million compared to $14.3 million in the year earlier period. Site development gross profit margin was 8.1% in the second quarter, compared to 9.0% in the year earlier period. As previously announced, the Company adopted a plan to sell all of its services business in the western United States. The Company has sold and/or closed certain portions of the western services’ business, and continues its efforts to sell the remaining portions. The results of the Company’s western services segment are reflected as discontinued operations in accordance with generally accepted accounting principles for the three and six month periods ended June 30, 2004 and 2003. Other than the net loss information presented below, all other financial information contained in the text of this press release is from the Company’s continuing operations.

Selling, general and administrative expenses were $7.1 million in the second quarter, compared to $6.8 million in the year earlier period. Loss from continuing operations for the second quarter was $22.8 million or $0.40 per share, compared to $45.4 million or $0.89 per share in the year earlier period. Net loss in the second quarter of 2004 was $23.2 million, or $0.41 per share, compared to a net loss of $67.6 million, or $1.32 per share, in the year earlier period. Excluding $2.0 million of charges relating to asset impairment and the write-off of deferred financing fees and extinguishment of debt, second quarter 2004 loss from continuing operations was $20.8 million or $0.36 per share. Adjusted EBITDA was $19.5 million, compared to $15.9 million in the year earlier period, or a 23.1% increase. Adjusted EBITDA margin was 34.7%.

Net cash interest expense and non-cash interest expense was $11.7 million and $6.8 million, respectively, in the second quarter of 2004, compared to $22.4 million and $0.7 million in the year earlier period.

Cash provided by operating activities for the three months ended June 30, 2004 was $12.6 million, compared to $10.4 million for the three months ended June 30, 2003.

Investing Activities

During the quarter, SBA sold or otherwise disposed of 6 towers, five of which were previously held for sale, ending the quarter with 3,077 towers. Excluding 32 towers that were held for sale, SBA owned, as of June 30, 2004, 3,045 towers in continuing operations. During the quarter the Company returned 14 towers to continuing operations that were previously classified as held for sale. Financial information for all periods presented in this press release reflects the results of such 14 towers included in continuing operations. Capital expenditures for the second quarter were $1.4 million, down from $3.0 million in the year earlier period. Current period capital expenditures were reduced by the return of a $0.3 million deposit associated with a prior new tower build project. In the second quarter, the Company recognized a loss of $0.6 million on the disposition of its western services segment, substantially all of which was non-cash in nature.

Financing Activities and Liquidity

SBA ended the second quarter with $295.0 million outstanding under its $400.0 million senior credit facility, $289.3 million of 9-3/4% senior discount notes, $304.3 million of 10-1/4% senior notes, and net debt of $860.5 million, down from $867.2 million of net debt at March 31, 2004. The Company’s net debt to annualized adjusted EBITDA leverage ratio dropped from 12.6x at March 31, 2004 to 11.0x at June 30, 2004. Debt amounts as of March 31 and June 30, 2004 exclude approximately $4.4 million and $4.2 million, respectively, of deferred gain from the termination of a derivative in 2002. In the second quarter of 2004, SBA repurchased $34.8 million of its 10-1/4% senior notes. The Company paid cash of $33.2 million plus accrued interest and issued 390,000 shares of its Class A common stock. Liquidity at June 30, 2004 was approximately $54.2 million, consisting of $28.2 million of cash and restricted cash, and approximately $26.0 million of additional availability under the senior credit facility.

“We enjoyed strong growth in the second quarter on very solid operating results that were improved in substantially all respects from last quarter and the year-earlier period,” commented Jeffrey A. Stoops, SBA’s President and Chief Executive Officer. “Our customers were very active with their network development activity in the second quarter. Customer activity and backlog in both our site leasing and services segments remain strong, which we believe bodes well for our results for the remainder of the year and into 2005. Cash flows continue to improve, driven by strong organic growth, low capital expenditures and our continued repurchases and retirement of our high-yield indebtedness. Our repurchase and retirements of the high-yield debt has allowed us to continue to reduce the weighted average cost of our debt and our interest expense. Both leasing revenue and tower cash flow growth rates accelerated from the first quarter. Finally, and perhaps most importantly, we reduced our net debt to annualized adjusted EBITDA leverage ratio materially and ahead of plan this quarter, which we believe will create improved value for our shareholders and a stronger company. Moving forward, we intend to continue to focus on growing our adjusted EBITDA and cash flows, and further reducing our leverage ratio.”

Outlook

The Company has provided its Third Quarter 2004 and updated its Full Year 2004 Outlook for anticipated results from continuing operations. The midpoints of the ranges of our Full Year 2004 Outlook have been increased in the areas of site leasing revenue, site leasing gross profit, site development revenue, total revenues, Adjusted EBITDA, cash flow from operating activities and capital expenditures. Information regarding potential risks that could cause the actual results to differ from these forward-looking statements is set forth below and in the Company’s filings with the Securities and Exchange Commission.

	Quarter ending September 30, 2004					Full year 2004
	(in millions)
Site leasing revenue	$	35.0		$	36.5	$	140.0	$	144.0
Site development revenue(1)		18.0			21.0		74.0		82.0
Total revenues(1)		53.0			57.5		214.0		226.0
Site leasing gross profit		25.0			26.0		99.0		102.0
Net cash interest expense		11.0			12.5		47.0		50.0
Non-cash interest expense(2)		7.0			8.0		27.5		28.5
Adjusted EBITDA(1)		19.0			20.5		74.0		80.0
Cash flow from operating activities(3)		(3.0	)		1.0		25.0		35.0
Capital expenditures		2.0			3.0		8.0		10.0

(1) Excludes results from SBA’s services segment in the western U.S., which is treated as discontinued operations.

(2) Excludes amortization of debt issuance costs.

(3) Full year includes $15.2 million benefit from first quarter conversion of short-term investment into cash.

Refer to the following exhibits for a reconciliation of Adjusted EBITDA and net debt to the most comparable GAAP measures.

Conference Call Information

SBA Communications Corporation will host a conference call Friday, July 30, 2004 at 10:00 A.M. EDT to discuss the quarterly results. The call may be accessed as follows:

Dial-in number:	��	888-428-4479
Conference call name:		“SBA Second Quarter Results”
Replay:		July 30, 2004 at 5:00 P.M. to August 13, 2004 at 11:59 P.M.
Number:		800-475-6701
Access Code:		737787
Internet access:		http://www.sbasite.com

Information Concerning Forward-Looking Statements

This press release includes forward looking statements, including statements regarding (i) the effect of customer activity and backlogs in both leasing and service segments during 2004 and 2005; (ii) the Company’s third quarter 2004 and full year 2004 guidance; (iii) the impact of the Company’s reduced leverage on its financial health and the Company’s expectations regarding growth in adjusted EBITDA and cash flows, and additional deleveraging. 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 12, 2004. 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 Company’s expectations regarding all of these statements, including its financial guidance, such risk factors include, but are not limited to: (1) the ability and willingness of wireless service providers to maintain or increase their capital expenditures, (2) the Company’s ability to secure as many site leasing tenants as planned at anticipated lease rates, (3) the Company’s ability to expand its site leasing business, (4) the Company’s ability to retain current lessees on towers, (5) the Company’s ability to secure and deliver anticipated services business at contemplated margins, (6) the Company’s ability to increase revenues and maintain or decrease expenses and cash capital expenditures, (7) the Company’s ability to continue to comply with covenants and the terms of its senior credit facility and to access sufficient capital to

fund its operations, (8) the business climate for the wireless communications industry in general and the wireless communications infrastructure providers in particular, and (9) the continued dependence on towers and outsourced site development services by the wireless communications industry.

Information on Non-GAAP financial measures is presented below under “Unaudited Consolidated Statements of Operations.” This press release will be available on our website atwww.sbasite.com through August 13, 2004.

For additional information about SBA, please contact Pam Kline, Vice- President-Capital Markets, at (561) 995-7670, or visit our website at http://www.sbasite.com.

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 25,000 antenna sites in the United States.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2004			2003			2004			2003
Revenues:
Site leasing	$	35,454		$	31,702		$	69,387		$	62,747
Site development		20,893			14,275			37,819			30,333
Total revenues		56,347			45,977			107,206			93,080
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		10,639			10,595			20,852			21,345
Cost of site development		19,208			12,983			35,571			27,230
Total cost of revenues		29,847			23,578			56,423			48,575
Gross profit		26,500			22,399			50,783			44,505
Operating expenses:
Selling, general and administrative		7,096			6,826			14,277			15,214
Restructuring and other charges		58			349			221			1,077
Asset impairment charges		1,543			10,265			1,560			10,717
Depreciation, accretion and amortization		20,559			20,663			41,243			42,337
Total operating expenses		29,256			38,103			57,301			69,345
Operating loss from continuing operations		(2,756	)		(15,704	)		(6,518	)		(24,840	)
Other income (expense):
Interest income		54			123			196			253
Interest expense		(11,717	)		(22,513	)		(25,545	)		(39,643	)
Non-cash interest expense		(6,756	)		(723	)		(14,013	)		(5,800	)
Amortization of debt issuance costs		(873	)		(1,272	)		(1,711	)		(2,427	)
Loss from write-off of deferred financing fees and extinguishment of debt		(454	)		(4,841	)		(22,671	)		(4,842	)
Other		9			(35	)		71			10
Total other expense		(19,737	)		(29,261	)		(63,673	)		(52,449	)
Loss from continuing operations before provision for income taxes and cumulative effect of changes in accounting principles		(22,493	)		(44,965	)		(70,191	)		(77,289	)
Provision for income taxes		(274	)		(435	)		(550	)		(935	)
Loss from continuing operations before cumulative effect of changes in accounting principles		(22,767	)		(45,400	)		(70,741	)		(78,224	)
Loss from discontinued operations, net of income taxes		(479	)		(22,182	)		(427	)		(22,568	)
Loss before cumulative effect of changes in accounting principles		(23,246	)		(67,582	)		(71,168	)		(100,792	)
Cumulative effect of changes in accounting principles		—			—			—			(545	)
Net loss	$	(23,246	)	$	(67,582	)	$	(71,168	)	$	(101,337	)

	For the three months ended June 30,						For the six months ended June 30,
	2004			2003			2004			2003
Basic and Diluted Loss Per Common Share Amounts:
Loss from continuing operations before cumulative effect of changes in accounting principles	$	(0.40	)	$	(0.89	)	$	(1.26	)	$	(1.53	)
Loss from discontinued operations		(0.01	)		(0.43	)		(0.01	)		(0.44	)
Cumulative effect of changes in accounting principles		—			—			—			(0.01	)
Net loss per common share	$	(0.41	)	$	(1.32	)	$	(1.27	)	$	(1.98	)
Weighted average number of common shares		56,933			51,133			56,116			51,132
Other Data:
Adjusted EBITDA	$	19,529		$	15,868
Annualized tower cash flow	$	99,260		$	84,428

Non-GAAP Financial Measures

This press release includes disclosures regarding Adjusted EBITDA, Annualized Adjusted EBITDA, and Adjusted EBITDA margin, which are non-GAAP financial measures. Adjusted EBITDA is defined as loss from continuing operations plus net interest expenses, taxes, depreciation, accretion and amortization, asset impairment charges, non-cash compensation, restructuring and other charges, and other expenses. We have included information regarding Adjusted EBITDA and Adjusted EBITDA margin because we believe these items are indicators of the profitability and performance of our core operations and reflects the changes in our operating results. In addition, Adjusted EBITDA is a component of the calculation used by our lenders to determine compliance with some of our debt instruments, particularly our senior credit facility. Neither Adjusted EBITDA, Adjusted EBITDA, nor Adjusted EBITDA margin are intended to be alternative measures of operating income or gross profit margin as determined in accordance with generally accepted accounting principles. Adjusted EBITDA and Annualized Adjusted EBITDA margin for the three months ended June 30, 2004 and 2003 and March 31, 2004, is calculated below:

	For the three months ended June 30,						For the three months ended March 31, 2004
	2004			2003
	(in thousands)
Loss from continuing operations	$	(22,767	)	$	(45,400	)	$	(47,974	)
Interest income		(54	)		(123	)		(142	)
Interest expense		19,346			24,508			21,923
Depreciation, accretion and amortization		20,559			20,663			20,684
Asset impairment charges		1,543			10,265			17
Provision for income taxes		274			435			276
Write-off of deferred financing fees, loss on extinguishment of debt, and other expenses, net		445			4,876			22,155
Non-cash compensation (included in selling, general and administrative)		126			210			115
Restructuring and other charges		57			349			164
Other expenses (included in selling, general and administrative)		—			85			—
Adjusted EBITDA(1)	$	19,529		$	15,868		$	17,218
Annualized Adjusted EBITDA(2)	$	78,116		$	63,472
Adjusted EBITDA margin(3)		34.7	%		34.5	%

(1) Adjusted EBITDA for the three months ended September 2004 and full year 2004 will be calculated the same way.

(2) Annualized Adjusted EBITDA for a particular quarterly period is Adjusted EBITDA for the quarter multiplied by four.

(3) Adjusted EBITDA margin for a particular quarterly period is Adjusted EBITDA divided by Total Revenues for such period.

Our net debt to annualized Adjusted EBITDA leverage ratio as of June 30, 2004 and March 31, 2004 is calculated below:

	June 30, 2004			March 31, 2004
Long-term debt	$	889,573		$	898,590
Current portion of long-term debt		3,254			2,458
Less:
Deferred gain on termination of derivative		(4,198	)		(4,381	)
Cash and cash equivalents		(21,828	)		(19,164	)
Restricted cash		(6,333	)		(10,350	)
Net debt	$	860,468		$	867,153
Divided by:
Annualized Adjusted EBITDA	$	78,116		$	68,872
Leverage ratio		11.0	x		12.6	x

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

	June 30, 2004			December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	21,828		$	8,338
Short-term investments		—			15,200
Restricted cash		6,333			10,344
Accounts receivable, net of allowances of $2,006 and $1,400 in 2004 and 2003, respectively		16,827			19,414
Other current assets		19,272			15,236
Assets held for sale		731			1,751
Total current assets		64,991			70,283
Property and equipment, net		816,545			854,857
Deferred financing fees, net		19,332			24,253
Other long-term assets		33,592			33,589
Total assets	$	934,460		$	982,982
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	29,676		$	29,218
Interest payable		13,564			20,319
Long-term debt, current portion		3,254			11,538
Other current liabilities		13,166			14,364
Liabilities held for sale		—			608
Total current liabilities		59,660			76,047
Long-term liabilities:
Long-term debt		889,573			859,220
Deferred revenue		504			511
Other long-term liabilities		3,688			3,327
Total long-term liabilities		893,765			863,058
Shareholders’ (deficit) equity		(18,965	)		43,877
Total liabilities and shareholders’ (deficit) equity	$	934,460		$	982,982

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the six months ended June 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(71,168	)	$	(101,337	)
Depreciation, accretion and amortization		41,243			42,406
Other non-cash items reflected in Statements of Operations		18,248			47,241
Write off of deferred financing fees and loss on extinguishment of debt		22,670			4,842
Changes in operating assets and liabilities		4,038			12,414
Net cash provided by operating activities		15,031			5,566
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(3,384	)		(9,090	)
Acquisitions and related earn-outs		(401	)		(2,530	)
Proceeds from sale of fixed assets		804			142,510
Payment of restricted cash		4,399			(33,168	)
Net cash provided by investing activities		1,418			97,722
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee stock purchase/ option plans		96			22
Borrowings under senior credit facility, net of financing fees		314,348			217,413
Repayment of senior credit facility and notes payable		(151,774	)		(335,049	)
Redemption/repurchase of 12% senior discount notes and 10 1/4% senior notes		(165,629	)		(24,775	)
Net cash provided used in financing activities		(2,959	)		(142,389	)
Net increase (decrease) in cash and cash equivalents		13,490			(39,101	)
CASH AND CASH EQUIVALENTS:
Beginning of period		8,338			61,141
End of period	$	21,828		$	22,040
	For the three months ended June 30, 2004			For the six months ended June 30, 2004
	(in thousands)
SELECTED CAPITAL EXPENDITURE DETAIL:
Tower new build construction:
Return of deposit on construction in progress	$	(300	)	$	(300	)
Towers completed in period		—			—
Towers completed in prior periods		133			615
Work in process		11			121
		(156	)		436
Operating tower expenditures:
Tower upgrades/augmentations		595			978
Maintenance/improvement capital expenditures		702			1,182
		1,297			2,160
General corporate expenditures		249			788
Totals	$	1,390		$	3,384