1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended JUNE 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________________to____________________
COMMISSION FILE NUMBER 0-27217
SPECTRASITE HOLDINGS, INC.
(Name of registrant as specified in its charter)
DELAWARE 4899 56-3027322
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
100 Regency Forest Drive, Suite 400
Cary, North Carolina 27511
(919) 468-0112
(Address and telephone number of principal executive offices and principal
place of business)
Check whether the issuer:
(1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES [X] No [ ]
As of August 4, 2000, the registrant had only one outstanding class of common
stock, of which there were 138,001,460 shares outstanding.
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INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets at June 30, 2000 (unaudited)
and December 31, 1999 3
Unaudited Condensed Consolidated Statements of Operations
for the three and six months ended June 30, 2000 and 1999 4
Unaudited Condensed Consolidated Statement of Shareholders'
Equity for the six months ended June 30, 2000 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2000 and 1999 6
Notes to the Unaudited Condensed Consolidated Financial Statements 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 13
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS 17
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS 17
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17
ITEM 5 - OTHER INFORMATION 18
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 18
SIGNATURES 19
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3
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At June 30, 2000 and December 31, 1999
(dollars in thousands)
June 30, December 31,
2000 1999
----------- ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 330,206 $ 37,778
Accounts receivable, net of allowance
of $2,178 and $1,530 57,155 31,785
Costs and estimated earnings in excess of billings 16,101 11,545
Inventories 5,649 4,083
Prepaid expenses and other 7,236 4,353
----------- -----------
Total current assets 416,347 89,544
Property and equipment, net 983,194 763,757
Investments in affiliates 228,175 3,706
Goodwill and other intangible assets, net 531,379 307,197
Other assets 70,533 55,749
----------- -----------
Total assets $ 2,229,628 $ 1,219,953
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 20,451 $ 21,230
Accrued and other expenses 34,010 16,942
Billings in excess of costs and estimated earnings 5,766 5,247
----------- -----------
Total current liabilities 60,227 43,419
Long-term debt 204,606 202,527
Senior discount notes 856,920 516,251
Senior notes 200,000 --
----------- -----------
Total liabilities 1,321,753 762,197
----------- -----------
Shareholders' equity:
Convertible preferred stock (Series A, B and C) -- 339,494
Common stock ($.001 par value, 300,000,000 shares
authorized and 123,610,034 and 20,191,604 issued and
outstanding at June 30, 2000 and December 31, 1999) 124 20
Additional paid-in-capital 1,063,681 230,546
Accumulated other comprehensive income 27,495 192
Accumulated deficit (183,425) (112,496)
----------- -----------
Total shareholders' equity 907,875 457,756
----------- -----------
Total liabilities and shareholders' equity $ 2,229,628 $ 1,219,953
=========== ===========
See accompanying notes to these financials
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4
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended June 30, 2000 and 1999
(in thousands, except per share amounts)
Three Months Ended Six Months Ended
---------------------------- -----------------------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
Revenues:
Site leasing $ 25,662 $ 12,442 $ 45,946 $ 13,014
Network services 52,121 1,940 107,074 4,323
--------- -------- --------- --------
Total revenues 77,783 14,382 153,020 17,337
--------- -------- --------- --------
Operating Expenses:
Costs of operations, excluding
depreciation and amortization expense
Site leasing 10,368 4,673 19,578 5,027
Network services 41,151 343 82,231 893
Selling, general and administrative expenses 14,528 6,605 30,153 9,435
Depreciation and amortization expense 22,736 8,573 42,662 9,074
Non-cash compensation charges 353 225 729 225
Restructuring and non-recurring charges -- -- -- 600
--------- -------- --------- --------
Total operating expenses 89,136 20,419 175,353 25,254
--------- -------- --------- --------
Operating loss (11,353) (6,037) (22,333) (7,917)
--------- -------- --------- --------
Other income (expense):
Interest income 9,363 3,459 12,815 4,727
Interest expense (35,595) (24,921) (59,799) (28,826)
Other income (expense) (749) -- (994) --
--------- -------- --------- --------
Total other income (expense) (26,981) (21,462) (47,978) (24,099)
--------- -------- --------- --------
Loss before income taxes (38,334) (27,499) (70,311) (32,016)
Income tax expense 100 -- 618 --
--------- -------- --------- --------
Net loss $ (38,434) $(27,499) $ (70,929) $(32,016)
========= ======== ========= ========
Loss applicable to common shareholders:
Net loss $ (38,434) $(27,499) $ (70,929) $(32,016)
Accretion of redemption
value of preferred stock -- -- -- (760)
--------- -------- --------- --------
Net loss applicable to common shareholders $ (38,434) $(27,499) $ (70,929) $(32,776)
========= ======== ========= ========
Net loss per common share
(basic and diluted) $ (0.31) $ (9.70) $ (0.68) $ (17.30)
========= ======== ========= ========
Weighted average common
shares outstanding (basic and diluted) 123,329 2,834 104,303 1,895
========= ======== ========= ========
See accompanying notes to these financials
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY
Six Months Ended June 30, 2000
(dollars in thousands)
Accumulated
Convertible Common Stock Additional Comprehensive Other
Preferred --------------------- Paid-in Income Comprehensive Accumulated
Stock Shares Amount Capital (Loss) Income Deficit Total
-------------------------------------------- ----------------------------------------------------------
Balance at December
31, 1999 $ 339,494 20,191,604 $ 20 $ 230,546 $ 192 $ (112,496) $457,756
Net loss -- -- -- -- $ (70,929) -- (70,929) (70,929)
Foreign currency
translation adjustment -- -- -- -- (2,504) (2,504) -- (2,504)
Unrealized holding gains
arising during period -- -- -- -- 29,807 29,807 -- 29,807
----------
Total comprehensive loss $ (43,626)
==========
Issuance of common stock,
net of stock issuance
costs of $24,589 -- 32,668,805 33 492,983 -- -- 493,016
Non-cash compensation charges -- -- -- 729 -- -- 729
Conversion of preferred
stock to common stock (339,494) 70,749,625 71 339,423 -- -- --
-------------------------------------------------- ----------------------------------
Balance at June 30, 2000 $ -- 123,610,034 $ 124 $1,063,681 $ 27,495 $ (183,425) $907,875
================================================== ==================================
See accompanying notes to these financials
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2000 and 1999
(dollars in thousands)
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------- --------------
OPERATING ACTIVITIES
Net loss $ (70,929) $ (32,016)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 28,453 8,757
Amortization of goodwill 14,209 317
Amortization of debt issuance costs 2,446 1,098
Amortization of senior discount notes 40,695 15,504
Non-cash financing charges -- 9,000
Non-cash compensation charges 729 225
Equity in net loss of affiliate 1,141 --
Changes in operating assets and liabilities,
net of acquisitions:
Accounts receivable (22,457) (684)
Costs and estimated earnings in excess of billings (7,772) --
Inventories (413) --
Prepaid expenses and other (2,570) (3,474)
Accounts payable (6,276) 3,018
Other current liabilities 7,880 7,722
--------- ---------
Net cash provided by (used in) operating activities (14,864) 9,467
--------- ---------
INVESTING ACTIVITIES
Purchases of property and equipment (177,671) (529,082)
Deposits on asset purchases (23,000) (45,197)
Maturities of short term investments -- 15,414
Acquisitions, net of cash acquired (197,231) --
Investment in affiliates (197,453) --
Other, net (2,025) (119)
--------- ---------
Net cash used in investing activities (597,380) (558,984)
--------- ---------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 446,006 828
Proceeds from the issuance of preferred stock -- 231,494
Stock issuance costs (24,589) (6,484)
Proceeds from issuance of long-term debt -- 150,000
Payments of long-term debt (781) --
Proceeds from issuance of senior notes 200,000 --
Proceeds from issuance of senior discount notes 299,974 340,004
Debt issuance costs (15,938) (28,480)
--------- ---------
Net cash provided by financing activities 904,672 687,362
--------- ---------
Net increase in cash and cash equivalents 292,428 137,845
Cash and cash equivalents at beginning of period 37,778 99,548
--------- ---------
Cash and cash equivalents at end of period $ 330,206 $ 237,393
========= =========
See accompanying notes to these financials
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
SpectraSite Holdings, Inc. ("SpectraSite") and its wholly owned
subsidiaries (collectively referred to as the "Company") are principally engaged
in providing services to companies operating in the telecommunications industry,
including leasing antenna sites on multi-tenant towers, network design, tower
construction and antenna installation throughout the United States and Canada.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of SpectraSite and its subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the unaudited condensed
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.
REVENUE RECOGNITION
Site leasing revenues are recognized when earned. Escalation clauses
present in the lease agreements with the Company's customers are recognized on a
straight-line basis over the term of the lease. Network service revenues from
site selection, construction and construction management activities are derived
under service contracts with customers which provide for billing on a time and
materials or fixed price basis. Revenues are recognized as services are
performed with respect to time and materials contracts. Revenues are recognized
using the percentage-of-completion method for fixed price contracts, measured by
the percentage of contract costs incurred to date compared to estimated total
contract costs. Costs and estimated earnings in excess of billings on
uncompleted contracts represent revenues recognized in excess of amounts billed.
Billings in excess of costs and estimated earnings on uncompleted contracts
represent billings in excess of revenues recognized. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.
SIGNIFICANT CUSTOMERS
In the three and six months ended June 30, 2000, one customer, which is
a significant shareholder of the Company, accounted for 27% and 26% of revenues,
respectively. In the three and six months ended June 30, 1999, the same customer
accounted for 40% and 34% of revenues, respectively.
RESTRUCTURING AND NON-RECURRING CHARGES
In March 1999, the Company announced that it would relocate its
marketing and administrative operations from Little Rock, Arkansas and
Birmingham, Alabama to its corporate headquarters in Cary, North Carolina. As a
result, the Company recorded a non-recurring charge of $0.6 million for employee
termination and other costs related to the relocation of these activities.
INCOME TAXES
The Company provides for income taxes at the end of each interim period
using the liability method based on the estimated effective tax rate for the
full fiscal year for each tax reporting entity. Cumulative adjustments to the
Company's estimate are recorded in the interim period in which a change in the
estimated annual effective rate is determined.
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
EARNINGS PER SHARE
Basic and diluted earnings per share are calculated in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings per Share". The
Company had potential common stock equivalents related to its convertible
preferred stock until all such preferred stock converted into common stock in
February 2000 and also has potential common stock equivalents related to
outstanding stock options. These potential common stock equivalents were not
included in diluted earnings per share for all periods because the effect would
have been antidilutive. Accordingly, basic and diluted net loss per share are
the same for all periods presented.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Six Months Ended June 30,
-------------------------
2000 1999
-------- --------
(in thousands)
Cash paid during the period for interest $ 11,983 $ 717
========= =======
Cash paid during the period for income taxes $ 369 $ --
========= =======
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES
Six Months Ended June 30,
-------------------------
2000 1999
--------- ----------
(in thousands)
Common stock issued for acquisitions $ 71,667 $ --
========= ========
Preferred stock issued for purchase
of property and equipment $ -- $ 70,000
========= ========
RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 condensed
consolidated financial statements to conform to the 2000 presentation.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"). SFAS 133 requires that derivative instruments be recognized as
either assets or liabilities in the consolidated balance sheet based on their
fair values. Changes in the fair values of such derivative instruments will be
recorded either in results of operations or in other comprehensive income,
depending on the intended use of the derivative instrument. The initial
application of SFAS 133 will be reported as the effect of a change in accounting
principle. SFAS 133 is effective for all fiscal quarters beginning after June
15, 2000. The Company has not yet determined the effect that the adoption of
SFAS 133 will have on its consolidated financial statements.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial reporting and in accordance with the instructions for Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and disclosures normally required by generally accepted
accounting principles for complete financial statements or those normally
reflected in the Company's Annual Report on Form 10-K. The financial information
included herein reflects all adjustments (consisting of normal
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of results for interim periods. Results of interim periods are
not necessarily indicative of the results to be expected for a full year.
2. LONG-LIVED ASSETS
Property and equipment consists of the following (in thousands):
June 30, December 31,
2000 1999
----------- ----------
Towers $ 877,941 723,075
Equipment 20,076 9,884
Furniture and fixtures 4,318 2,256
Other 40,677 15,240
----------- -----------
943,012 750,455
Less accumulated depreciation (61,290) (32,837)
------------ -----------
881,722 717,618
Construction in progress 101,472 46,139
----------- -----------
$ 983,194 $ 763,757
=========== ===========
Goodwill and other intangible assets consist of the following (in thousands):
June 30, December 31,
2000 1999
----------- -----------
Goodwill $ 505,904 $ 280,666
Debt issuance costs 49,892 33,955
----------- -----------
555,796 314,621
Less accumulated amortization (24,417) (7,424)
----------- -----------
$ 531,379 $ 307,197
=========== ===========
Other assets consist of the following (in thousands):
June 30, December 31,
2000 1999
---------- -----------
Deposits $ 57,993 49,153
Other 12,560 10,302
----------- -----------
70,533 $ 59,455
=========== ===========
3. ACQUISITION ACTIVITIES
On January 5, 2000, the Company acquired Vertical Properties, Inc. in a
merger for 225,000 shares of SpectraSite's common stock valued at $2.6 million
and repaid Vertical Properties' outstanding indebtedness of $1.5 million.
Vertical Properties was a broadcast tower development company formed to meet the
needs of broadcasters in secondary broadcast markets faced with the complexities
of converting to digital technology through site acquisition, tower placement
and leasing of antenna space.
On January 5, 2000, the Company acquired Apex Site Management Holdings,
Inc. ("Apex") in a merger transaction for 4.5 million shares of SpectraSite's
common stock valued at $55.8 million and 191,465 options to purchase common
stock at an exercise price of $3.58 per share to the shareholders of Apex at the
closing of the merger. In addition, SpectraSite issued approximately 1.5 million
additional shares of common stock into escrow. These shares may be released to
Apex's shareholders on or about August 4, 2000 based on the average trading
price for SpectraSite's common stock for the 30-day
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
period immediately preceding such release. SpectraSite also used approximately
$6.2 million in cash to repay outstanding indebtedness and other obligations of
Apex in connection with the merger. Apex provides rooftop and in-building access
to wireless carriers.
On January 28, 2000, the Company acquired substantially all of the
assets of International Towers Inc. and its subsidiaries, including S&W
Communications Inc. International Towers owned a broadcast tower manufacturing
facility and, through S&W Communications, provided integrated services for the
erection of broadcast towers, foundations and multi-tenant transmitter
buildings. The Company paid $5.4 million and issued 350,000 shares of
SpectraSite's common stock, valued at $7.1 million, in connection with this
acquisition.
On March 14, 2000, the Company acquired substantially all of the assets
of TelCo Site Services, Inc. ("TelCo"), which provided network services.
SpectraSite issued 155,000 shares of common stock, valued at $4.2 million, in
connection with the acquisition. On May 2, 2000, the Company acquired
substantially all of the assets of BCS Wireless, Inc. ("BCS") for $2.0 million
in cash. BCS was a provider of network services.
On May 18, 2000, the Company acquired Lodestar Towers, Inc.
("Lodestar") for approximately $178.6 million in cash. As of May 18, 2000,
Lodestar owned 110 wireless towers and 11 broadcast towers, and managed an
additional 120 wireless towers and 10 broadcast towers.
The acquisitions of Vertical Properties, Apex, International Towers,
TelCo, BCS and Lodestar were accounted for as purchases, and the excess of cost
over fair value of the net assets acquired is being amortized on a straight-line
basis over 15 years. The operations of each are included in the consolidated
statement of operations from the date of acquisition.
The following unaudited pro forma summary for the six months ended June
30, 2000 and 1999 presents the condensed consolidated results of operations as
if the 1999 acquisitions of Westower Corporation, Stainless, Inc. and the Doty
Moore companies and the 2000 acquisitions discussed above had occurred as of
January 1, 1999. These unaudited pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of what would have
occurred had the acquisitions been made as of January 1, 1999 or of results that
may occur in the future.
Six Months Ended June 30,
-------------------------
2000 1999
-------- ---------
in thousands, except per share amounts)
Revenues $ 156,136 $ 88,212
Net loss $ (72,229) $ (49,207)
Basic and diluted net loss
per common share $ (0.69) $ (2.33)
4. INVESTMENTS IN AFFILIATES
On April 7, 2000, the Company acquired Ample Design, Ltd. for
approximately $20.2 million. Ample Design provides wireless network development
services in the United Kingdom.
On June 8, 2000, the Company completed a joint venture, pursuant to
which the Company and Transco (the arm of BG Group plc which runs Britains' gas
network) will jointly develop a tower business to support Europe's growing
mobile communications industry. The Company and Transco each own 50% of the
joint venture. Transco transferred existing operational communications towers
and industrial land suitable for construction of new towers into the joint
venture, and the Company provided intellectual property and wireless network
development skills. The Company contributed $164.1 million in cash for future
developments and possible acquisitions. The Company also contributed Ample
Design to the joint venture and incurred other costs related to its investment
for a total investment in the joint venture of $190.0 million.
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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
5. DEBT
12 7/8% SENIOR DISCOUNT NOTES DUE 2010
In March 2000, SpectraSite issued $559.8 million aggregate principal
amount at maturity of senior discount notes due 2010 (the "2010 Notes") for
gross proceeds of $300.0 million. Interest on the 2010 Notes accretes daily at a
rate of 12.875% per annum, compounded semiannually, to an aggregate principal
amount of $559.8 million on March 15, 2005. Cash interest will not accrue on the
2010 Notes prior to March 15, 2005. Commencing March 15, 2005, cash interest
will accrue and be payable semiannually in arrears on each March 15 and
September 15, commencing September 15, 2005, at a rate of 12.875% per annum.
After March 15, 2005, the Company may redeem all or a portion of the 2010 Notes
at specified redemption prices, plus accrued and unpaid interest. On one or more
occasions prior to March 15, 2003, the Company may redeem up to 35% of the
aggregate principal amount at maturity of the 2010 Notes with the net cash
proceeds from one or more equity offerings. The redemption price would be
112.875% of the accreted value on the redemption date. The Company is required
to comply with certain covenants under the terms of the 2010 Notes that restrict
the Company's ability to incur additional indebtedness and make certain
payments, among other things.
10 3/4% SENIOR NOTES DUE 2010
In March 2000, SpectraSite issued $200.0 million aggregate principal
amount of senior discount notes due 2010 (the "Cash Notes"). The Cash Notes bear
interest at a rate of 10.75% per annum, payable semi-annually in arrears on
March 15 and September 15, commencing September 15, 2000. After March 15, 2005,
the Company may redeem all or a portion of the Cash Notes at specified prices,
plus accrued interest. On one or more occasions prior to March 15, 2003, the
Company may redeem up to 35% of the Cash Notes with the net cash proceeds from
one or more equity offerings. The redemption price would be 110.75% of the
principal amount of the Cash Notes bought, plus accrued interest. The Company is
required to comply with certain covenants under the terms of the Cash Notes that
restrict the Company's ability to incur additional indebtness and make certain
payments, among other things.
6. SHAREHOLDERS' EQUITY
On February 4, 2000, SpectraSite completed an underwritten public
offering of 25.6 million shares of common stock for net proceeds of
approximately $411.3 million. As a result of the offering, all outstanding
shares of Series, A, B and C preferred stock automatically converted to common
stock on a share-for-share basis.
7. BUSINESS SEGMENTS
The Company operates in two business segments, site leasing and network
services. Prior period information has been restated to reflect the current
business segments. The site leasing segment provides for leasing and subleasing
of antenna sites on multi-tenant towers for a diverse range of wireless
communication services, including personal communication services, paging,
cellular and microwave. The network services segment offers a broad range of
network development services, including network design, tower construction and
antenna installation.
In evaluating financial performance, management focuses on operating
profit (loss), excluding depreciation and amortization and restructuring
charges. This measure of operating profit (loss) is also before interest income,
interest expense, other income (expense) and income taxes. All reported segment
revenues are generated from external customers as intersegment revenues are not
significant.
Summarized financial information concerning the reportable segments as
of and for the three months ended June 30, 2000 and 1999 is shown in the
following table. The "Other" column represents amounts excluded from specific
segments, such as income taxes, corporate general and administrative expenses,
depreciation and amortization, restructuring and other non-recurring charges and
interest. In addition, "Other" also includes corporate assets such as cash and
cash equivalents, tangible and intangible assets and income tax accounts which
have not been allocated to a specific segment.
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12
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Network
Site Leasing Services Other Total
----------------------------------------------------------
(dollars in thousands)
Three months ended June 30, 2000
Revenues $ 25,662 $ 52,121 $ -- $ 77,783
Income (loss) before income taxes 13,396 5,486 (57,216) (38,334)
Assets 945,359 94,530 1,189,739 2,229,628
1999
Revenues $ 12,442 $ 1,940 $ -- $ 14,382
Income (loss) before income taxes 7,569 1,597 (36,665) (27,499)
Assets 673,792 -- 277,451 951,243
Six months ended June 30, 2000
Revenues $ 45,946 $107,074 $ -- $ 153,020
Income (loss) before income taxes 22,945 11,378 (104,634) (70,311)
Assets 945,359 94,530 1,189,739 2,229,628
1999
Revenues $ 13,014 $ 4,323 $ -- $ 17,337
Income (loss) before income taxes 7,987 3,430 (43,433) (32,016)
Assets 673,792 -- 277,451 951,243
8. SUBSEQUENT EVENTS
On February 17, 2000, the Company signed a definitive agreement with
AirTouch Communications, Inc. to obtain the rights to approximately 430 towers
through a master sublease for approximately $155 million. The transaction is
expected to close in stages with the initial closing to occur no later than
November 15, 2000, if certain conditions are met.
On July 17, 2000, the Company acquired 11 broadcast towers from Pegasus
Communications Corporation ("Pegasus") for 1,373,545 shares of unregistered
common stock. Under the agreement, the Company will also build up to five new
digital television towers for Pegasus in the next twelve months.
On July 28, 2000, SpectraSite completed an underwritten public offering
of 11 million shares of common stock for net proceeds of approximately $220.2
million. On August 2, 2000, the underwriters purchased an additional 1,650,000
shares of common stock pursuant to the exercise of their overallotment option
for net proceeds of $33.2 million.
On August 4, 2000, the Apex escrow agreement expired, and all of the
approximately 1.5 million shares of common stock held in escrow will be released
to SpectraSite for cancellation.
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ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
This report contains "forward looking statements" concerning our future
expectations, plans or strategies that involve risks and uncertainties. When we
use the words or phrases "will likely result," "expects" or "will continue," "is
anticipated," "estimated" or similar expressions (including oral confirmations
by our authorized executive officers), these statements are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speaks only as of the date
made. Such statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. Factors that could impact our expectations
include (i) substantial capital requirements and leverage principally as a
consequence of our ongoing acquisition and construction activities, (ii)
dependence on demand for wireless communications services, (iii) the success of
our network development and tower construction programs, and (iv) the successful
integration of assets and businesses we have acquired. We have no obligation to
release publicly the result of any revisions, which may be made to any
forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.
BUSINESS OVERVIEW
SpectraSite's primary focus is on the ownership of multi-tenant towers
and leasing of antenna space on such towers. As of June 30, 2000, we had 3,474
towers in service, as compared to 2,765 towers at December 31, 1999.
Historically, we have derived most of our revenues from network
services activities. As a result of recent acquisitions, principally the
acquisition of 2,000 communications towers from Nextel Communications, Inc. in
April 1999 and the merger with Westower Corporation in September 1999, we expect
that network services and antenna site leasing will generate most of our
revenues. We believe that our site leasing business will continue to represent a
substantial portion of our revenues and will continue to grow as we increase our
network of towers.
Our two largest expense line items, other than interest expense and
cost of operations, have been depreciation and amortization and selling, general
and administrative expense. Depreciation expense primarily relates to our
communications towers, which we depreciate over 15 years. In 2000, amortization
expense is primarily due to goodwill associated with the acquisitions of
Westower, Stainless, the Doty Moore companies, Apex and International Towers. We
experienced a significant increase in selling, general and administrative
expense in 2000 as we integrated Westower's operations and increased our
employee base to market and manage our existing towers and to acquire and build
additional towers.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE RESULTS FOR THE THREE MONTHS
ENDED JUNE 30, 1999.
Consolidated revenues for the three months ended June 30, 2000 were
$77.8 million, an increase of $63.4 million from the three months ended June 30,
1999. Revenues from site leasing increased to $25.7 million for the three months
ended June 30, 2000 from $12.2 million for the three months ended June 30, 1999
primarily as a result of revenues derived from communications towers which we
acquired or constructed during 1999 and 2000. We owned 3,474 communications
towers at June 30, 2000 compared to 2,134 communications towers at June 30, 1999
and 106 at January 1, 1999.
Revenues from network services increased to $52.1 million for the three
months ended June 30, 2000, as compared to $1.9 million in the three months
ended June 30, 1999, primarily as a result of the acquisitions of Westower,
Stainless, Doty-Moore and International Towers.
Costs of operations increased to $51.5 million for the three months
ended June 30, 2000 from $5.0 million for the three months ended June 30, 1999.
The increase in costs was primarily attributable to operating costs of
communications towers acquired or constructed during 1999 and 2000 and to the
acquisitions of Westower, Stainless, Doty-Moore and International Towers.
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Selling, general and administrative expenses increased to $14.5 million
for the three months ended June 30, 2000 from $6.6 million for the three months
ended June 30, 1999. The increase is a result of expenses related to additional
corporate overhead and field operations to manage and operate the growth in the
ongoing activities of SpectraSite and the acquisitions of Westower, Stainless,
Doty-Moore, International Towers and Apex.
Depreciation and amortization expense increased to $22.7 million for
the three months ended June 30, 2000 from $8.6 million for the three months
ended June 30, 1999 primarily as a result of the increased depreciation from the
towers we have acquired or constructed and amortization of goodwill related to
acquisitions.
For the three months ended June 30, 2000, we recorded non-cash
compensation charges of $0.4 million related to the issuance of stock options
and restricted shares issued to employees. We recorded non-cash compensation
charges of $0.2 million in the quarter ended June 30, 1999 related to restricted
shares of common stock issued to an employee.
As a result of the factors discussed above, our loss from operations
was $11.4 million for the three months ended June 30, 2000 compared to $6.0
million for the three months ended June 30, 1999.
Net interest expense increased to $26.2 million during the three months
ended June 30, 2000 from $21.5 million for the three months ended June 30, 1999,
reflecting additional interest expense due to the issuance of SpectraSite's 12%
senior discount notes due 2008 in June 1998, its 11 1/4% senior discount notes
due 2009 in April 1999, its 12 7/8% senior discount notes due 2010 in March 2000
and its 10 3/4% senior notes due 2010 in March 2000, as well as borrowings under
our credit facility.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE RESULTS FOR THE SIX MONTHS ENDED
JUNE 30, 1999.
Consolidated revenues for the six months ended June 30, 2000 were
$153.0 million, an increase of $135.7 million from the six months ended June 30,
1999. Revenues from site leasing increased to $45.9 million for the six months
ended June 30, 2000 from $13.0 million for the six months ended June 30, 1999
primarily as a result of revenues derived from communications towers which we
acquired or constructed during 1999 and 2000. We owned 3,474 communications
towers at June 30, 2000 compared to 2,134 communications towers at June 30, 1999
and 106 at January 1, 1999.
Revenues from network services increased to $107.1 million for the six
months ended June 30, 2000, as compared to $4.3 million in the six months ended
June 30, 1999, primarily as a result of the acquisitions of Westower, Stainless,
Doty-Moore and International Towers.
Costs of operations increased to $101.8 million for the six months
ended June 30, 2000 from $5.9 million for the six months ended June 30, 1999.
The increase in costs was primarily attributable to operating costs of the
communications towers acquired or constructed during 1999 and 2000 and to the
acquisitions of Westower, Stainless, Doty-Moore and International Towers.
Selling, general and administrative expenses increased to $30.2 million
for the six months ended June 30, 2000 from $9.4 million for the six months
ended June 30, 1999. The increase is a result of expenses related to additional
corporate overhead and field operations to manage and operate the growth in the
ongoing activities of SpectraSite and the acquisitions of Westower, Stainless,
Doty-Moore, International Towers and Apex.
Depreciation and amortization expense increased to $42.7 million for
the six months ended June 30, 2000 from $9.1 million for the six months ended
June 30, 1999 primarily as a result of the increased depreciation from the
towers we have acquired or constructed and amortization of goodwill related to
acquisitions.
For the six months ended June 30, 2000, we recorded non-cash
compensation charges of $0.7 million related to the issuance of stock options
and restricted shares issued to employees. We recorded non-cash compensation
charges of $0.2 million in the quarter ended June 30, 1999 related to restricted
shares of common stock issued to an employee.
In March 1999, we announced that we would relocate our marketing and
administrative operations from Little Rock, Arkansas and Birmingham, Alabama to
our corporate headquarters in Cary, North Carolina. As a result, we recorded a
non-recurring charge of $0.6 million for employee termination and other costs
related to the relocation of these activities.
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As a result of the factors discussed above, our loss from operations
was $22.3 million for the six months ended June 30, 2000 compared to $7.9
million for the six months ended June 30, 1999.
Net interest expense increased to $47.0 million during the six months
ended June 30, 2000 from $24.1 million for the six months ended June 30, 1999,
reflecting additional interest expense due to the issuance of SpectraSite's 12%
senior discount notes due 2008 in June 1998, its 11 1/4% senior discount notes
due 2009 in April 1999, its 12 7/8% senior discount notes due 2010 in March 2000
and its 10 3/4% senior notes due 2010 in March 2000, as well as borrowings under
our credit facility.
LIQUIDITY AND CAPITAL RESOURCES
SpectraSite Holdings is a holding company whose only significant assets
are the outstanding capital stock of its subsidiaries, SpectraSite
Communications and SpectraSite International. Our only source of cash to pay
interest on and principal of our debt is distributions from SpectraSite
Communications. Prior to July 15, 2003, interest expense on the 2008 notes will
consist solely of non-cash accretion of an original issue discount and the notes
will not require annual cash interest payments. After such time, the 2008 notes
will have accreted to approximately $225.2 million and will require semi-annual
cash interest payments of $13.5 million. In addition, the notes mature on July
15, 2008. Similarly, the 2009 notes will not require cash interest payments
prior to October 15, 2004 and mature on April 15, 2009. On April 15, 2004, the
2009 notes will have accreted to $586.8 million and will require semi-annual
cash interest payments of $33.0 million. The 2010 discount notes will not
require cash interest payments prior to October 15, 2005, and mature March 15,
2010. On March 15, 2005, the 2010 discount notes will have accreted to $559.8
million and will require semi-annual cash interest payments of $36.0 million.
The 2010 cash notes require semi-annual cash interest payments of $10.75 million
and mature March 15, 2010. Furthermore, our credit facility provides for
periodic principal and interest payments.
We currently have $200.0 million outstanding and $300.0 million
available under our credit facility to fund new tower construction or
acquisition activity. The weighted average interest rate on outstanding
borrowings under our credit facility as of June 30, 2000 was 10.1%. The facility
also requires compliance with certain financial covenants. At June 30, 2000, we
were in compliance with these covenants. In addition, our cash and cash
equivalents were $330.2 million at June 30, 2000.
For the six months ended June 30, 2000, cash flows used in operating
activities were $14.9 million as compared to cash flows provided by operations
of $9.5 million for the six months ended June 30, 1999. The change is primarily
attributable to increases in working capital to support the growing operations
of the business partially offset by the favorable cash flow generated from
earnings before interest, depreciation and amortization.
For the six months ended June 30, 2000, cash flows used in investing
activities were $597.4 million compared to $559.0 million for the six months
ended June 30, 1999. In the six months ended June 30, 2000, SpectraSite invested
$200.7 million in purchases of property and equipment and deposits on future
acquisitions, primarily related to the acquisition of communications towers. In
addition, we used an aggregate of $197.2 million in connection with our
acquisitions of Lodestar, Telco, Apex and Vertical Properties and the
acquisition of substantially all of the assets of International Towers and BCS
Wireless. We also invested $197.5 million in affiliates, primarily related to
our joint venture with Transco. In the six months ended June 30, 1999, we
invested $574.3 million in purchases of property and equipment and deposits on
future acquisitions, primarily related to the acquisition of wireless towers
from Nextel.
In the six months ended June 30, 2000, cash flows provided by financing
activities were $904.7 million as compared to $687.4 million in the six months
ended June 30, 1999. The cash provided by financing activities in 2000 was
attributable to the proceeds from the issuance of common stock, the 2010
discount notes and the 2010 cash notes. The cash provided by financing
activities in 1999 was primarily attributable to the proceeds from the issuance
of preferred stock, the 2009 discount notes and from borrowing under the credit
facility.
Our ability to fund capital expenditures, make scheduled payments of
principal of, or to pay interest on, our debt obligations, and our ability to
refinance any such debt obligations, including the 2008 notes, 2009 notes and
2010 notes or to fund planned capital expenditures, will depend on our future
performance, which, to a certain extent is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond our control. Our business strategy contemplates substantial capital
expenditures, primarily to fund the construction and acquisition of additional
towers. We believe that cash flow from operations, available cash and
anticipated available borrowings under our credit facility will be
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sufficient to fund capital expenditures and future acquisitions for the
foreseeable future. However, if acquisitions or other opportunities present
themselves more rapidly than we currently anticipate or if our estimates prove
inaccurate, we may seek additional sources of debt or equity or reduce the scope
of tower construction and acquisition activity. We cannot assure you that we
will generate sufficient cash flow from operations, or that future borrowings or
equity financing will be available, on terms acceptable to us, in amounts
sufficient to service our indebtedness and make anticipated capital
expenditures.
RECENT DEVELOPMENTS
On February 17, 2000, we signed a definitive agreement with AirTouch
Communications, Inc. to obtain the rights to approximately 430 towers through a
master sublease for approximately $155 million. This transaction is expected to
close in stages with the initial closing to occur no later than November 15,
2000, if certain conditions are met.
On July 28, 2000, SpectraSite completed an underwritten public offering
of 11 million shares of common stock for net proceeds of approximately $220.2
million. On August 2, 2000, the underwriters purchased an additional 1,650,000
shares of common stock pursuant to the exercise of their overallotment option
for net proceeds of $33.2 million.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". SFAS 133 requires that derivative instruments be recognized as
either assets or liabilities in the consolidated balance sheet based on their
fair values. Changes in the fair values of such derivative instruments will be
recorded either in results of operations or in other comprehensive income,
depending on the intended use of the derivative instrument. The initial
application of SFAS 133 will be reported as the effect of a change in accounting
principle. SFAS 133 is effective for all fiscal years beginning after June 15,
2000. We have not yet determined the effect that the adoption of SFAS 133 will
have on our consolidated financial statements.
ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We use financial instruments, including fixed and variable rate debt,
to finance our operations. The information below summarizes our market risks
associated with debt obligations outstanding as of June 30, 2000. The following
table presents principal cash flows and related weighted average interest rates
by fiscal year of maturity. Variable interest rate obligations under our credit
facility are not included in the table. We have no long-term variable interest
obligations other than borrowings under our credit facility.
Expected Maturity Date
------------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter Total
-------- --------- -------- ------- -------- ---------- -----------
(dollars in thousands)
Long-term obligations:
Fixed rate $ -- $ -- $ -- $ -- $ -- $ 1,056,920 $ 1,056,920
Average interest rate -- -- -- -- -- 11.75% 11.75%
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 2, 2000, SpectraSite Holdings, Inc. held its Annual Meeting of
Stockholders in Durham, North Carolina. Proxies were solicited regarding
election of Holdings' Board of Directors. All eleven nominees were nominated by
management, and no solicitation was made on behalf of any persons other than
management's nominees. All eleven nominees were elected to Holdings' Board of
Directors with the following votes:
TOTAL VOTE WITHHELD
TOTAL VOTE FOR EACH DIRECTOR FROM EACH DIRECTOR
---------------------------- ------------------
Lawrence B. Sorrel 108,991,286 568,381
Stephen H. Clark 108,990,444 569,223
Timothy M. Donahue 106,773,166 2,786,501
Andrew R. Heyer 106,762,268 2,797,399
James R. Matthews 109,048,724 510,943
Thomas E. McInerney 108,991,344 568,323
Calvin J. Payne 108,991,271 568,396
Michael J. Price 106,762,792 2,796,875
Rudolph E. Rupert 106,813,226 2,746,441
Steven M. Shindler 106,761,423 2,798,244
Michael R. Stone 109,048,124 511,543
In addition to election of directors, the stockholders voted on two
items at the annual meeting. The stockholders voted in favor of a proposal to
amend SpectraSite's Stock Incentive Plan in order to increase the number of
shares of Holdings common stock authorized under the plan by 10 million shares,
resulting in an aggregate of 20 million shares of common stock authorized under
the plan. The number of votes cast in favor of the proposal was 85,242,804, the
number of votes cast against the proposal was 15,410,291, the number of
abstentions was 188,838 and the number of broker non-votes was 8,717,734.
The stockholders also ratified the appointment of Ernst & Young LLP,
independent certified public accountants, as SpectraSite's independent auditors
for the year ending December 31, 2000. The number of votes cast in favor of the
appointment of Ernst & Young was 109,516,608, the number of votes cast against
the proposal was 7,142 and the number of abstentions was 35,917.
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ITEM 5. OTHER INFORMATION
On May 24, 2000, we entered into an exclusive agreement with Ubiquitel
Holdings, Inc., an affiliate of Sprint PCS, to construct, own and operate their
wireless communication towers in their 38 current markets, which are located in
the western and mid-western United States.
On July 12, 2000, we entered into a master site lease agreement with
Cell-Loc Inc. for a minimum of 2,000 antenna site lease commencements over a
two-year period.
For the three-month period ended June 30, 2000, our owned towers
increased by 404, to 3,474 towers. Of the 404 towers added during the second
quarter, 256 were newly built and 148 were acquisitions of existing towers. With
respect to the 3,070 towers owned at March 31, 2000, we executed 360 new tenant
leases during the second quarter at an average initial monthly rental of $1,575,
which is an annualized rate of .47 new tenants per tower.
On August 4, 2000, the Apex escrow agreement expired, and all of the
approximately 1.5 million shares of common stock held in escrow will be released
to SpectraSite for cancellation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.9 filed with the registration statement on
Form S-4 (File No. 333-67043) of SpectraSite Holdings, Inc.).
3.2 Amended Bylaws (incorporated by reference to Exhibit 3.8 filed with
the registration statement on Form S-1 (File No. 333-93873) of
SpectraSite Holdings, Inc.).
4.1 Indenture, dated as of June 26, 1998, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.1 filed with the
registration statement on Form S-4 (File No. 333-67043) of
SpectraSite Holdings, Inc.).
4.2 First Supplemental Indenture, dated as of March 25, 1999, between
SpectraSite Holdings, Inc. and United States Trust Company of New
York, as trustee (incorporated by reference to Exhibit 4.2 filed
with the registration statement on Form S-4 (File No. 333-67043) of
SpectraSite Holdings, Inc.).
4.3 Second Supplemental Indenture, dated as of June 6, 2000, between
SpectraSite Holdings, Inc. and United States Trust Company of New
York, as trustee (incorporated by reference to Exhibit 4.1 of the
current report on Form 8-K dated June 6, 2000 and filed June 21,
2000).
4.4 Indenture, dated as of April 20, 1999, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.3 filed with the registration
statement on Form S-4 (File No. 333-67043) of SpectraSite Holdings,
Inc.).
4.5 Indenture, dated as of March 15, 2000, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.4 filed with the registration
statement on Form S-4 (File No. 333-35094) of SpectraSite Holdings,
Inc.).
4.6 Indenture, dated as of March 15, 2000, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.5 filed with the registration
statement on Form S-4 (File No. 333-35094) of SpectraSite Holdings,
Inc.).
27.1 Financial Data Schedule for the six months ended June 30, 2000.
(b) Reports on Form 8-K
An Item 5 report on Form 8-K, dated April 12, 2000, was filed April
18, 2000 to report an agreement to acquire Lodestar Towers, Inc., an
agreement to enter into a joint venture with Transco and the
acquisition of Ample Design Ltd.
An Item 5 report on Form 8-K, dated June 6, 2000, was filed June 21,
2000 to report completion of SpectraSite's consent solicitation with
respect to its 12% senior discount notes due 2008 and the
consummation of SpectraSite's registered exchange offer with respect
to its 10 3/4% senior notes due 2010 and its 12 7/8% senior discount
notes due 2010.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of the 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 10, 2000 SPECTRASITE HOLDINGS, INC.
(Registrant)
/s/ DAVID P. TOMICK
-----------------------------------------------------
David P. Tomick
Executive Vice President and Chief Financial Officer
/s/ DANIEL I. HUNT
-----------------------------------------------------
Daniel I. Hunt
Vice President- Finance and Administration, Principal
Accounting Officer
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