EX-99.1 2 dex991.htm SELECTED HISTORICAL FINANCIAL INFORMATION Selected Historical Financial Information

Exhibit 99.1

 

SELECTED HISTORICAL FINANCIAL INFORMATION

 

The following table sets forth our selected historical financial data for the years ended December 31, 1999, 2000, 2001, 2002 and 2003 and the nine months ended September 30, 2003 and 2004. The financial data for the year ended December 31, 2002 and as of and for the year ended December 31, 2003 have been derived from, and are qualified by reference to, our restated audited consolidated financial statements. The financial data for the years ended December 31, 1999, 2000 and 2001 and for the nine months ended September 30, 2003 and as of and for the nine months ended September 30, 2004 have been derived from our unaudited consolidated financial statements. The unaudited financial data for the years ended December 31, 1999, 2000 and 2001 and for the nine months ended September 30, 2003 and as of and for the nine months ended September 30, 2004 include, in the opinion of management, all adjustments (consisting only of normal, recurring adjustments) that management considers necessary for a fair statement of results for these periods. The unaudited financial data as of and for the nine months ended September 30, 2004 are not necessarily indicative of the results expected for the full year. The following consolidated financial statements have been reclassified to reflect the discontinued operations treatment of our Western site development services and reclassification of 14 towers previously classified as discontinued operations into continuing operations. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those consolidated financial statements included in our Form 10-K for the year ended December 31, 2003 and our Form 10-Q for the quarter ended September 30, 2004.

 

     For the Year Ended December 31,

    Nine Months Ended
September 30,


 
     1999

    2000

    2001

    2002

    2003

    2003

    2004

 
     (in thousands)  
     (unaudited)     (unaudited)     (unaudited)     (audited)     (audited)     (unaudited)  

Operating Data

                                                        

Revenues:

                                                        

Site leasing

   $ 23,176     $ 44,332     $ 85,519     $ 115,121     $ 127,852     $ 94,916     $ 106,352  

Site development

     56,374       103,677       115,773       99,352       64,257       45,758       59,597  
    


 


 


 


 


 


 


Total revenues

     79,550       148,009       201,292       214,473       192,109       140,674       165,949  
    


 


 


 


 


 


 


Cost of revenues (exclusive of depreciation, accretion and amortization shown below):

                                                        

Cost of site leasing

     10,742       16,904       30,719       40,759       42,119       31,830       31,384  

Cost of site development

     42,568       81,630       92,755       81,565       58,683       41,877       55,740  
    


 


 


 


 


 


 


Total cost of revenues

     53,310       98,534       123,474       122,324       100,802       73,707       87,124  
    


 


 


 


 


 


 


Gross profit

     26,240       49,475       77,818       92,149       91,307       66,967       78,825  

Operating expenses:

                                                        

Selling, general and administrative

     19,321       26,482       39,697       32,740       30,714       22,992       21,652  

Restructuring and other charges

     —         —         24,399       47,762       2,094       2,033       223  

Asset impairment charges

     —         —         —         25,545       16,965       10,767       1,714  

Depreciation, accretion and amortization

     13,247       27,789       65,797       85,502       84,149       63,337       61,755  
    


 


 


 


 


 


 


Total operating expenses

     32,568       54,271       129,893       191,549       133,922       99,129       85,344  
    


 


 


 


 


 


 


Operating loss from continuing operations

     (6,328 )     (4,796 )     (52,075 )     (99,400 )     (42,615 )     (32,162 )     (6,519 )

Other income (expense):

                                                        

Interest income

     878       6,252       7,058       601       692       373       285  

Interest expense

     (5,243 )     (4,879 )     (47,713 )     (54,822 )     (81,501 )     (61,177 )     (36,816 )

Non-cash interest expense

     (20,467 )     (23,000 )     (25,843 )     (29,038 )     (9,277 )     (7,210 )     (21,035 )

Amortization of debt issuance costs

     (1,596 )     (3,006 )     (3,887 )     (4,480 )     (5,115 )     (3,770 )     (2,611 )

Loss from write-off of deferred financing fees and extinguishment of debt

     (1,150 )     —         (5,069 )     —         (24,219 )     (5,250 )     (24,764 )

Other

     40       66       (56 )     (169 )     169       (16 )     74  
    


 


 


 


 


 


 


Total other expense

     (27,538 )     (24,567 )     (75,510 )     (87,908 )     (119,251 )     (77,050 )     (84,867 )
    


 


 


 


 


 


 



     For the Year Ended December 31,

   

For the

Nine Months Ended
September 30,


 
     1999

    2000

    2001

    2002

    2003

    2003

    2004

 
                 (in thousands)                          
     (unaudited)     (unaudited)     (unaudited)     (audited)     (audited)     (unaudited)  

Loss from continuing operations before provision for income taxes and cumulative effect of changes in accounting principles

     (33,866 )     (29,363 )     (127,585 )     (187,308 )     (161,866 )     (109,212 )     (91,386 )

Benefit from (provision for) income taxes

     196       (954 )     (1,489 )     (309 )     (1,820 )     (1,368 )     (827 )
    


 


 


 


 


 


 


Loss from continuing operations before cumulative effect of changes in accounting principles

     (33,670 )     (30,317 )     (129,074 )     (187,617 )     (163,686 )     (110,580 )     (92,213 )

(Loss) gain from discontinued operations, net of income taxes

     (921 )     1,402       3,282       (705 )     (7,940 )     (9,878 )     (2,964 )
    


 


 


 


 


 


 


Loss before cumulative effect of changes in accounting principles

     (34,591 )     (28,915 )     (125,792 )     (188,322 )     (171,626 )     (120,458 )     (95,177 )

Cumulative effect of changes in accounting principles

     —         —         —         (60,674 )     (545 )     (545 )     —    
    


 


 


 


 


 


 


Net loss

     (34,591 )     (28,915 )     (125,792 )     (248,996 )     (172,171 )     (121,003 )     (95,177 )

Dividends on preferred stock

     733       —         —         —         —         —         —    
    


 


 


 


 


 


 


Net loss applicable to shareholders

   $ (33,858 )   $ (28,915 )   $ (125,792 )   $ (248,996 )   $ (172,171 )   $ (121,003 )   $ (95,177 )
    


 


 


 


 


 


 


 

          As of September 30, 2004

 
     As of December 31, 2003

   Actual

    As Adjusted (1)

 
     (in thousands)  
     (audited)    (unaudited)  

Balance Sheet Data:

                       

Cash and cash equivalents

   $ 8,338    $ 20,996     $ 18,785  

Short term investments

     15,200      —         —    

Restricted cash (2)

     10,344      6,354       6,354  

Property and equipment (net)

     854,857      798,202       798,202  

Total assets

     982,982      915,485       914,805  

Total debt (3)

     870,758      888,026       879,564  

Total shareholders’ equity (deficit)

     43,877      (27,472 )     (14,988 )

 

    

For the

Year Ended December 31,


    For the Nine Months
Ended September 30,


 
     1999

    2000

    2001

    2002

    2003

    2003

    2004

 
     (in thousands)              
     (unaudited)     (unaudited)     (unaudited)     (audited)     (audited)     (unaudited)  

Other Data:

                                                        

Cash provided by (used in):

                                                        

Operating activities

   $ 23,134     $ 47,516     $ 28,753     $ 17,807     $ (29,808 )   $ (20,296 )   $ 14,061  

Investing activities

     (208,870 )     (445,280 )     (554,700 )     (102,716 )     155,456       141,729       (39 )

Financing activities

     162,124       409,613       524,871       132,146       (178,451 )     (147,289 )     (1,364 )

Ratio of earnings to fixed charges (4)

     —         —         —         —         —         —         —    

 

    

For the

Year Ended

December 31,


  

For the

Twelve Months Ended

September 30, 2004


     2002

   2003

   Actual

   As Adjusted (1)

     (dollars in thousands)
     (unaudited)

Indenture Data:

                           

SBA Communications Corporation

                           

Adjusted Consolidated Cash Flow (5) (6)

   $ 62,000    $ 68,137    $ 82,337    $ 82,337

SBA Senior Finance, Inc.

                           

Adjusted Consolidated Cash Flow (5) (7)

     67,000      72,922      87,051      87,051


     For the Year Ended December 31,

   

For the

Nine Months Ended

September 30,


 
     1999

   2000

   2001

   2002

    2003

    2004

 
     (unaudited)     (unaudited)  

Tower Data (Before Discontinued Operations Treatment):

                                 

Towers owned at beginning of period

   494    1,163    2,390    3,734     3,877     3,093  

Towers constructed

   438    779    667    141     13     —    

Towers acquired

   231    448    677    53     —       —    

Towers reclassified/disposed of (8)

   —      —      —      (51 )   (797 )   (26 )
    
  
  
  

 

 

Total towers at the end of period

   1,163    2,390    3,734    3,877     3,093     3,067  
    
  
  
  

 

 

Tower Data (After Discontinued Operations Treatment):

                                 

Towers held for sale at end of period

   254    552    815    837     47     22  

Towers in continuing operations at end of period

   909    1,838    2,919    3,040     3,046     3,045  
    
  
  
  

 

 

     1,163    2,390    3,734    3,877     3,093     3,067  
    
  
  
  

 

 


(1) As adjusted for an offering of approximately $250.0 million of notes and the application of the net proceeds, the $20.0 million draw under the term loan, the additional net $5.0 million draw under the revolving line of credit, the amendment to the senior credit facility and the repurchases subsequent to September 30, 2004 of $42.0 million of our 10 1/4% senior notes and $1.3 million at maturity of our 9 3/4% senior discount notes for which we paid cash of $15.6 million plus accrued interest and issued 4.1 million shares of our Class A common stock (the “Transactions”).
(2) Restricted cash of $10.3 million as of December 31, 2003, consists of $7.3 million of cash held by an escrow agent in accordance with certain provisions of the Western tower sale agreement and $3.0 million related to surety bonds issued for our benefit. Restricted cash of $6.4 million as of September 30, 2004, consists of $4.3 million of cash held by an escrow agent in accordance with certain provisions of the Western tower sale agreement and $2.1 million related to surety bonds issued for our benefit.
(3) Includes deferred gain on interest rate swap of $4,559 and $4,011 as of December 31, 2003 and September 30, 2004, respectively.
(4) For purposes of calculating the ratio of earnings to fixed charges, earnings represent net loss before income taxes, cumulative effect of changes in accounting principles, discontinued operations and dividends on preferred stock. Fixed charges consist of interest expense, the component of rental expense believed by management to be representative of the interest factor thereon, amortization of original issue discount and debt issuance costs and preferred dividends. We had a deficiency in earnings to fixed charges of $33.9 million for 1999, $29.4 million for 2000, $127.6 million for 2001, $187.3 million for 2002, $161.9 million for 2003, $109.2 million for the nine months ended September 30, 2003 and $91.4 million for the nine months ended September 30, 2004.
(5) SBA Communications Adjusted Consolidated Cash Flow and Senior Finance Adjusted Consolidated Cash Flow are included in the Selected Historical Financial Information because covenants in the indenture relating to the notes are tied to ratios based on these measures. SBA Communications Adjusted Consolidated Cash Flow and Senior Finance Adjusted Consolidated Cash Flow are not measures of performance under generally accepted accounting principles, or GAAP, and should not be considered as alternatives to net loss as an indicator of our operating performance or any other measure of performance derived in accordance with GAAP. This data should be read in conjunction with our consolidated financial statements and related notes for the year ended December 31, 2003 included in Exhibit 99.2 hereof and our Form 10-Q for the quarter ended September 30, 2004. A reconciliation of SBA Communications Adjusted Consolidated Cash Flow and Senior Finance Adjusted Consolidated Cash Flow to net loss is as follows:

 

    

For the Year Ended

December 31,


   

For the

Twelve Months

Ended

September 30,

2004


 
     2002

    2003

   
     (in thousands)  
     (unaudited)  

Net loss

   $ (248,996 )   $ (172,171 )   $ (146,345 )

Loss from discontinued operations, net of income taxes

     705       7,940       1,025  

Write-off of deferred financing fees and loss on extinguishment of debt

     —         24,219       43,732  

Cumulative effect of changes in accounting principles

     60,674       545       —    

Provision for income taxes

     309       1,820       1,280  

Interest expense

     56,494       81,571       57,139  

Non-cash interest expense

     29,038       9,277       23,102  

Amortization of debt issuance costs

     4,480       5,115       3,956  

Depreciation, accretion and amortization

     85,502       84,149       82,567  

Non-cash general and administrative compensation expenses

     2,017       803       464  

Non-cash restructuring and other charges

     43,438       1,118       250  

Asset impairment charges

     25,545       16,965       7,913  

Other expenses

     169       (169 )     (259 )

Interest income

     (601 )     (692 )     (604 )

Other permitted cash expenses(a)

     —         2,792       —    

LTM Site Leasing Gross Profit(b)

     (74,362 )     (85,733 )     (97,615 )

Annualized Site Leasing Gross Profit(c)

     77,588       90,588       105,732  
    


 


 


SBA Communications Adjusted Consolidated Cash Flow

     62,000       68,137       82,337  

Plus: Selling, general and administrative expenses of SBA Communications

     5,000       4,661       4,363  

Plus: Selling, general and administrative expenses of Telecommunications

     —         124       351  
    


 


 


Senior Finance Adjusted Consolidated Cash Flow

   $ 67,000     $ 72,922     $ 87,051  
    


 


 



(a) Other permitted cash expenses for the twelve months ended December 31, 2003 were $2,792 which include cash charges for (1) professional fees related to the restatement of our consolidated financial statements for the years ended December 31, 2001 and 2002 of $925, (2) restructuring charges of $976 and (3) professional and advisory fees related to our review of our strategic alternatives and decision to sell a portion of our tower portfolio in the Western tower sale of $891.


(b) LTM Site Leasing Gross Profit is site leasing revenues less cost of site leasing revenues for the twelve month period ended as of the date presented. LTM Site Leasing Gross Profit for the years ended December 31, 2002 and 2003 is derived from our restated audited consolidated statements of operations included in Exhibit 99.2 hereof. LTM Site Leasing Gross Profit for the twelve months ended September 30, 2004 is calculated as follows:

 

LTM Site Leasing Gross Profit


   For the Twelve
Months Ended
September 30, 2004


 
     (in thousands)
(unaudited)
 

Site Leasing Revenues for the nine months ended September 30, 2004

   $ 106,352  

Site Leasing Cost of Revenues for the nine months ended September 30, 2004

     (31,384 )
    


Site Leasing Gross Profit for the nine months ended September 30, 2004

     74,968  

Site Leasing Gross Profit for the three months ended December 31, 2003

     22,647  
    


LTM Site Leasing Gross Profit for the twelve months ended September 30, 2004

   $ 97,615  
    


 

(c) Annualized Site Leasing Gross Profit is site leasing revenues less cost of site leasing revenues for the most recent calendar quarter multiplied by four.

 

    

For the Year Ended

December 31,


 
     2002

    2003

 
     (in thousands)
(unaudited)
 

Site Leasing Gross Profit for the year ended December 31

   $ 74,362     $ 85,733  

Site Leasing Gross Profit for the nine months ended September 30

     (54,965 )     (63,086 )
    


 


Site Leasing Gross Profit for the three months ended December 31

     19,397       22,647  

Multiplied by 4

     4       4  
    


 


Annualized Site Leasing Gross Profit

   $ 77,588     $ 90,588  
    


 


 

     For the Twelve
Months Ended
September 30, 2004


 
     (in thousands)
(unaudited)
 

Site Leasing Revenues for the three months ended September 30

   $ 36,965  

Site Leasing Cost of Revenues for the three months ended September 30

     (10,532 )
    


Site Leasing Gross Profit for the three months ended September 30

     26,433  

Multiplied by 4

     4  
    


Annualized Site Leasing Gross Profit

   $ 105,732  
    


 

(6) SBA Communications Consolidated Indebtedness is long-term debt, including the current maturities and excluding deferred gain on interest rate swap, in accordance with GAAP as set forth in our consolidated balance sheets set forth in Exhibit 99.2 hereof. SBA Communications’ Total Debt to Adjusted Consolidated Cash Flow Ratio is calculated by dividing SBA Communications Consolidated Indebtedness by SBA Communications Adjusted Consolidated Cash Flow. The indenture requires that SBA Communications’ Total Debt to Adjusted Consolidated Cash Flow Ratio not exceed 8.5 to 1.0 in order for SBA Communications to be able to incur additional debt, subject to certain exceptions, in accordance with the indenture. For the twelve months ended September 30, 2004, as adjusted for the Transactions, SBA Communications’ Total Debt to Adjusted Consolidated Cash Flow Ratio under the indenture would have been 10.7 to 1.0.
(7) Senior Finance’s Consolidated Indebtedness is included in our long-term debt, including the current maturities, in accordance with GAAP as set forth in our consolidated balance sheets set forth in Exhibit 99.2 hereof, consisting of amounts related to our senior credit facility loans and our notes payable. Senior Finance’s Consolidated Indebtedness does not include the 10 1/4% senior notes nor the 9 3/4% senior discount notes. Senior Finance’s Total Debt to Adjusted Consolidated Cash Flow Ratio is calculated by dividing Senior Finance Consolidated Indebtedness by Senior Finance Adjusted Consolidated Cash Flow. The indenture requires that Senior Finance’s Total Debt to Adjusted Consolidated Cash Flow Ratio not exceed 5.5 to 1.0 in order for Senior Finance to be able to incur additional debt, subject to certain exceptions, in accordance with the indenture. For the twelve months ended September 30, 2004, as adjusted for the Transactions, Senior Finance’s Total Debt to Adjusted Consolidated Cash Flow Ratio under the indenture would have been 3.8 to 1.0.
(8) Reclassifications reflect the combination for reporting purposes of multiple acquired tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single owned tower site. Dispositions reflect the sale, conveyance or other legal transfer of owned tower sites.


Effect of Discontinued Operations

 

In May 2004, our Board of Directors approved a plan of disposition related to our Western site development services. The decision was based on our periodic review of the services business segment, its strategic benefits and minimum profitability targets, and our belief that the Western site development services did not meet our targets. In June 2004, two business units were sold, and two business units were closed within Western site development services. In the third quarter of 2004, the remaining two site development construction segments within Western site development services were sold. Gross proceeds realized from sales of these business units were $0.4 million, and a loss on disposal of discontinued operations of $0.1 million was recorded, which is included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations for the nine months ended September 30, 2004.

 

As a result of the adoption of the plan of disposition, all of the business units which comprise our Western site development services were reclassified into discontinued operations (the “WSDS Reclassification”). In addition, we have reclassified 14 towers into continuing operations which in previous periods had been included in discontinued operations as we have decided to retain these towers (the “Tower Reclassification” and together with the WSDS Reclassification, the “Reclassifications”). Our results of operations for the years ended December 31, 1999 to 2003 and for the nine months ended September 30, 2003 and 2004 and the selected balance sheet information as of December 31, 2003 and September 30, 2004 contained in the selected historical financial information have been restated to reflect the Reclassifications.

 

Below is a summary of the material changes that resulted from the Reclassifications. You should read the following in conjunction with our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31, 2003 as the Reclassifications did not affect (i) our Asset Impairment Charge, (ii) any of our Other Income (Expense) or (iii) our Provision for Income Taxes, and did not materially affect our Site Leasing Revenues or Site Leasing Cost of Revenues. Furthermore, the Reclassifications did not affect the trends and business developments discussed in our Form 10-K with respect to our site leasing business, the remaining portion of our site development business and our liquidity and capital position as of and for the years ended December 31, 2002 and 2003.

 

Revenues; Cost of Revenues; Gross Profit

 

As a result of the WSDS Reclassification, site development revenue was reduced by $20.0 million for the year ended December 31, 2003, while the cost of site development revenue was reduced by $19.1 million for the same period. As a result of the Tower Reclassification, site leasing revenue was increased by $10,000 for the year ended December 31, 2003, while the cost of site leasing revenue was increased by $98,000 for the same period. Consequently our gross profit for the year ended December 31, 2003 was reduced by $0.9 million.

 

For the year ended December 31, 2002, the WSDS Reclassification resulted in a reduction of our site development revenue of $25.7 million and of our cost of site development revenue of $20.9 million. As a result of the Tower Reclassification, site leasing revenue was increased by $40,000 for the year ended December 31, 2002, while the cost of site leasing revenue was increased by $109,000 for the same period. Consequently our gross profit for the year ended December 31, 2002 was reduced by $4.9 million.

 

As adjusted for the Reclassifications, (1) total revenues decreased 10.4% to $192.1 million for the year ended December 31, 2003 from $214.5 million for the year ended December 31, 2002, (2) total site development revenue decreased 35.3% to $64.3 million in the year ended December 31, 2003 from $99.4 million in the year ended December 31, 2002 and (3) site leasing revenue increased 11.1% to $127.9 million in the year ended December 31, 2003 from $115.1 million in the year ended December 31, 2002. Total revenues and total site development revenue decreased primarily as a result of the decline in capital expenditures by wireless carriers for additional antenna sites and vigorous competition, which adversely affected our volume of activity and the pricing for our services.

 

As adjusted, (1) total cost of revenues decreased 17.6% to $100.8 million for the year ended December 31, 2003 from $122.3 million for the year ended December 31, 2002, (2) site development cost of revenue decreased 28.1% to $58.7 million for the year ended December 31, 2003 from $81.6 million for the year ended December 31, 2002, due primarily to lower levels of activity and (3) site leasing cost of revenue increased 3.2% to $42.1 million in the year ended December 31, 2003 from $40.8 million in the year ended December 31, 2002.

 

As adjusted, gross profit decreased 0.9% to $91.3 million in the year ended December 31, 2003 from $92.1 million in the year ended December 31, 2002, due to decreased site development gross profit offset by an increase in site leasing gross profit. Gross profit from site development decreased 68.6% to $5.6 million in the year ended December 31, 2003 from $17.8 million in the year ended December 31, 2002 due to lower volumes and lower pricing without a commensurate reduction in cost.


Operating Expenses

 

As a result of the Reclassifications, selling, general and administrative expenses were reduced by $0.5 million for the year ended December 31, 2003 and $1.6 million for the year ended December 31, 2002 primarily due to the reclassification of expenses relating to headcount and offices closed that were used in the Western site development services business units during those periods. In addition, depreciation, accretion and amortization were reduced by $0.3 million for each of the years ended December 31, 2003 and 2002.

 

As adjusted, selling, general and administrative expenses decreased 6.2% to $30.7 million in the year ended December 31, 2003 from $32.7 million in the year ended December 31, 2002. The decrease in selling, general and administrative expenses primarily resulted from the reduction in the number of offices, elimination of personnel and elimination of other infrastructure. As of December 31, 2003, we had approximately 600 employees whereas as of December 31, 2002, we had approximately 750 employees.

 

Operating Loss

 

As a result of the Reclassifications, our operating loss was reduced by $0.3 million for the year ended December 31, 2003 and $3.0 million for the year ended December 31, 2002. As adjusted, operating loss from continuing operations was $42.6 million in the year ended December 31, 2003, as compared to an operating loss from continuing operations of $99.4 million in the year ended December 31, 2002. This decrease in operating loss from continuing operations primarily was a result of lower restructuring and other charges and lower asset impairment charges in 2003 as compared to 2002.