8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 5, 2004

SBA Communications Corporation

(Exact Name of Registrant as Specified in Its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

000-30110	65-0716501
(Commission File Number)	(IRS Employer Identification No.)

5900 Broken Sound Parkway N.W., Boca Raton, Florida	33487
(Address of Principal Executive Offices)	(Zip Code)

(561) 995-7670

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On October 5, 2004, we will be speaking at the PCIA Wireless Infrastructure Conference & Expo. Exhibit 99.1 includes highlights of our presentation.

The presentation contains disclosures regarding Adjusted EBITDA, Annualized Adjusted EBITDA and our Leverage Ratio 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 these non-GAAP financial measures because we believe they are indicators of the profitability and performance of our core operations and reflect 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 nor Annualized Adjusted EBITDA are intended to be alternative measures of operating income or gross profit margin as determined in accordance with generally accepted accounting principles. The calculations of Adjusted EBITDA, Annualized Adjusted EBITDA and Leverage Ratio are provided below.

	Q1 2003			Q2 2003			Q3 2003			Q4 2003			Q1 2004			Q2 2004
	(in thousands)
Loss from continuing operations	$	(32,785	)	$	(45,399	)	$	(32,396	)	$	(53,105	)	$	(47,974	)	$	(22,767	)
Interest income		(129	)		(123	)		(120	)		(319	)		(142	)		(54	)
Interest expense		23,362			24,508			24,287			23,735			21,923			19,346
Depreciaton, accretion and amortization		21,674			20,663			21,000			20,812			20,684			20,559
Asset impairment charges		452			10,265			50			6,199			17			1,543
Provision for income taxes		500			435			433			452			276			274
Write-off of deferred financing fees, loss on extinguishment of debt, and other expenses, net		(44	)		4,876			434			18,783			22,155			444
Non-cash compensation (included in selling, general and administrative)		262			210			224			107			115			126
Restructuring and other charges		728			349			957			60			163			57
Other expenses (included in selling, general and administrative)		805			86			925			—			—			—
Adjusted EBITDA	$	14,825		$	15,869		$	15,793		$	16,724		$	17,217		$	19,529
Annualized Adjusted EBITDA	$	59,300		$	63,476		$	63,172		$	66,898		$	68,869		$	78,118
Net debt1	$	976,239		$	844,733		$	817,604		$	832,317		$	867,153		$	860,468
Leverage Ratio2		16.5			13.3			12.9			12.4			12.6			11.0

¹ Net debt is defined as Total Debt minus Cash and Cash Equivalents, Short Term Investments and Restricted Cash.

² Leverage Ratio is defined as our Net Debt divided by our Annualized Adjusted EBITDA.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Number	Description
99.1	Highlights of presentation at the PCIA Wireless Infrastructure Conference & Expo

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 5, 2004	SBA COMMUNICATIONS CORPORATION
	/s/ Anthony J. Macaione
	Anthony J. Macaione Chief Financial Officer

EX-99.1

Exhibit 99.1

SBA Communications Corporation October 2004

Introduction

Jeff Stoops

President & Chief Executive Officer and

Tony Macaione

Chief Financial Officer

2

SBA Tower Portfolio

5

Tower Industry Fundamentals

Industry Dynamics Remain Strong

Mission critical to wireless carrier industry

Strong recurring cash flow from multi-year lease contracts High margins and significant projected free cash flow Substantial barriers to entry Exclusive assets provide pricing power Low maintenance capex No overcapacity No material threat of technical or operational obsolescence Highly scalable business / leveragable overhead

6

Asset Quality – Key Strength

60% of portfolio built by SBA

All towers built or bought with multi-tenant focus Average capacity – 4+ tenants Current use – 2.3 tenants per tower

Maintenance capex – approximately $1,000 per tower per year

Average remaining ground lease term (with renewal options) – 32 years

Average height – 226’

Structure – 74% guyed or lattice towers

Low monthly operating expense per tower

Result: Strong Lease-up and Tower Cash Flow Growth

7

The Shift to Leasing

Leasing Revenues Growing in Size and as a Percentage of Total Revenues

$ in millions

$160 $140 $120 $100 $80 $60 $40 $20 $0

28%

$44

38%

$85

48%

$115

60%

$128

65%

$142

70% 60% 50% 40% 30% 20% 10%

(1)

2000 2001 2002 2003 2004E

Leasing Revenue

Leasing Revenue as a % of Total Revenue

(1) Based on mid-point of July 29, 2004 guidance

8

Per Tower Revenue Growth

$ in thousands

$50,000 $45,000 $40,000 $35,000 $30,000 $25,000 $20,000

CAGR = 10%

$46,573 $44,751 $43,465 $41,972 $42,526 $41,009 $39,331 $39,979

3Q 2002 4Q 2002 1Q 2003 2Q 2003 3Q 2003 4Q 2003 1Q 2004 Q2 2004

Leasing Revenue Per Tower

9

Consistent Tower Cash Flow Growth

Increasing Leasing Revenues and Controlled Leasing Expenses Lead to TCF Growth

$ in millions

$40 $35 $30 $25 $20 $15 $10 $5 $0

$35.5 $34.0 $32.2 $32.9 $31.0 $31.7 $29.7 $30.2

$24.8 $22.6 $23.7 $21.1 $21.7 $20.3 $18.7 $19.2

$11.0 $11.0 $10.7 $10.6 $10.5 $10.3 $10.2 $10.6

3Q 2002 4Q 2002 1Q 2003 2Q 2003 3Q 2003 4Q 2003 1Q 2004 2Q 2004

Leasing Revenue

Leasing Expenses

Tower Cash Flow

10

Strong Margin Expansion

Tower Cash Flow Margin

$ in millions

$100

$80

$60

$40

$20

$0

3-year

CAGR o f

and Margin Expansion of 520 bps

61.9%

64.1%

64.7%

67.1%

70.8%

70%

68%

66%

64%

62%

60%

Percent Margin

2000 2001 2002 2003 2004(E)(1)

Tower Cash Flow Tower Cash Flow Margin

(1)Mid-point of guidance given July 29, 2004 11

Tenant Growth

Results Driven by Strong New Tenant Rents

Number of Tenants

7,000 6,000 5,000 4,000

Rent per Month

$1,600 $1,500 $1,400 $1,300 $1,200

1Q’01 2Q’01 3Q’01 4Q’01 1Q’02 2Q’02 3Q’02 4Q’02 1Q’03 2Q’03 3Q’03 4Q’03 1Q’04 2Q’04

Number of Tenants Rent Per Month

12

Tenant Quality

Tenant Revenue Percentage By Customer

Other Non-Telephony 5%

Sprint PCS

21% (1)

AT&T Wireless 17%

Cingular 13%

Nextel 10%

Verizon 10%

T-Mobile 8%

Arch 3%

ALLTEL

4%

Other Telephony 9%

(1) Includes all Sprint Affiliates.

13

Adjusted EBITDA Growth(1)

$ in millions

$21.0 $20.0 $19.0 $18.0 $17.0 $16.0 $15.0 $14.0

$14.8

$15.9

$15.8

$16.7

$17.2

$19.5

$19.8

Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004 Q3 2004E(2)

(1) After discontinued operations treatment

(2) Midpoint of third quarter guidance given July 29, 2004

14

Low Ongoing Capex

Move beyond major build-out and acquisition related capex

Annual maintenance capex $1,000 per tower going forward

(in millions)

$50 $40 $30 $20 $10 $0

72%

36%

20%

30%

14%

6% 6% 5%

3% 3%

$46.1 $24.9 $13.5 $18.9 $8.4 $3.2 $3.1 $2.9 $2.0 $1.5

80% 70% 60% 50% 40% 30% 20% 10% 0%

1Q’02 2Q’02 3Q’02 4Q’02 1Q’03 2Q’03 3Q’03 4Q’03 1Q’04 2Q’04

Capex Capex as a % of Revenue

Note:Includes capital expenditures and acquisitions and related earn-outs. Figures reflect actual reported capex / reported capex as a % of reported revenue. 15

Reduction in Leverage

Leverage Ratio

17.0

16.0

15.0

14.0

13.0

12.0

11.0

10.0

9.0

16.5x

13.3x

12.9x

12.4x

12.6x

11.0x

Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004

Calculated as net debt divided by quarterly Adjusted EBITDA Annualized

16

SBA – Goals For The Foreseeable Future

Reduce leverage each year and transfer enterprise value to shareholders

Resume discretionary portfolio growth while maintaining comfortable liquidity cushion

Maximize tower cash flow and adjusted EBITDA growth

Steadily increase equity free cash flow per share

Opportunistically refinance to reduce weighted average cost of debt

A Growth Company in a Growth Industry

17

Multiple Paths to Increase Free Cash Flow

More tenants

More equipment from existing tenants

Escalators and renewals Reduce tower expense Reduce capex Increase services revenue Increase services margin

Refinance debt at lower rates Reduce overhead expense Buy underlying ground leases Repurchase high yield debt

Reinvest in additional tower assets

18