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) February 28, 2006

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 February 28, 2006, SBA Communications Corporation will be making a presentation of certain operational, industry and financial information. The presentation is furnished as Exhibit 99.1.

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.

February 28, 2006	SBA COMMUNICATIONS CORPORATION
	/s/ Anthony J. Macaione
	Anthony J. Macaione
	Chief Financial Officer

EX-99.1

SBA Communications

SBA Communications

Corporation

Corporation

Exhibit 99.1

2

SEC Disclosures

SEC Disclosures

SEC Disclosures

Statements

made

in

the

course

of

this

presentation

that

state

the

Company’s

or

management’s

intentions,

hopes,

beliefs,

expectations

or

predictions

of

the

future

are

forward-looking

statements.

It

is

important

to

note

that

the

Company’s

actual

results

could

differ

materially

from

those

projected

in

such

forward-looking

statements.

Additional

information

concerning

factors

that

could

cause

actual

results

to

differ

materially

from

those

in

the

forward-looking

statements

is

contained

from

time

to

time

in

the

Company’s

SEC

filings,

including

but

not

limited

to

the

Company’s

report

on

Form

10-K

dated

March

16,

2005

and

10-Q

dated

November

9,

2005.

Our

comments

will

include

non-GAAP

financial

measures,

as

defined

in

Regulation

G.

The

reconciliations

of

these

non-GAAP

financial

measures

to

their

most

comparable

GAAP

financial

measures

and

other

information

required

by

Regulation

G

are

included

in

our

press

release

issued

on

February

20,

2006

and

prior

press

releases,

and

have

been

posted

on

our

website

–

www.sbasite.com.

Copies

of

which

may

be

obtained

by

contacting

the

Company

or

the

SEC.

3

Why SBAC?

Why SBAC?

Why SBAC?

Wireless is the fastest growing segment of Telecom

Exclusive tower assets of high quality protected by high

barriers to entry

Strong organic tower cash flow and adjusted EBITDA growth

Potential for accelerated growth through adding new assets  

at accretive prices

Value creation through continuous use of appropriate

leverage, reinvestment and return to shareholders

The Answer is High Quality Growth

The Answer is High Quality Growth

4

1,169

1,306

1,427

1,477

1,217

1,060

1,052

1,051

1,026

1,008

991

1,006

1,089

0

200

400

600

800

1,000

1,200

1,400

1,600

'93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

(1)

Kagan

Tower Investor, December 2005.

(2)

CTIA, 2005 Semi-Annual Wireless Industry Survey.

Demand Drivers

Demand Drivers

Summary

Summary

Wireless

Subscriber

Growth

(1)(2)

Wireless

Subscriber

Growth

(1)(2)

Historical

Subs

per

Cell

Site

(1)(2)

Historical

Historical

Subs

Subs

per

per

Cell

Cell

Site

Site

(1)(2)

(1)(2)

Historical

MOUs

and

Cell

Sites

(1)(2)

Historical

MOUs

and

Cell

Sites

(1)(2)

~25

mm

net

adds

in

2005

Over

1

trillion

MOUs

in

2004

and

over

2

trillion

projected

by

2008

(1)

~70%

wireless

penetration

today

and

78%

projected

by

2008

(1)

182

mm

subscribers

in

2004

(2)

and

239

mm

projected

by

2008

(1)

Cell Site = 1,038 Subscribers (r²

= 99%)

Avg. Cell Sites (thousands)

Total MOUs (billions)

Avg. Subs / Avg. Cell Site

19

27

38

148

1389

89

63

52

830

1101

620

259

457

12

15

20

26

41

59

74

151

169

178

133

116

93

0

200

400

600

800

1,000

1,200

1,400

'93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

0

20

40

60

80

100

120

140

160

180

MOUs

Average Cell Sites

16

24

34

44

55

69

86

109

128

141

159

182

206

0

50

100

150

200

'93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

5

Future Expectations

Future Expectations

Increased subscribers and minutes of use

Increased

penetration

rates

–

U.S.

(70%)

still

well

below

Europe

and

Japan

(95%+)

Basic voice network enhancements

Data network rollouts and enhancements

Additional spectrum deployments

New market entrants as tower customers

New wireless products and technologies from current

customers

Towers are essential to delivery of wireless

Towers are essential to delivery of wireless

6

SBA Tower Portfolio

SBA Tower Portfolio

SBA Tower Portfolio

7

Asset Quality –

Key Strength

Asset Quality –

Asset Quality –

Key Strength

Key Strength

Substantial majority of portfolio built by SBA or other tower

developers

All towers built or bought with multi-tenant focus

Average capacity –

4+ telephony tenants

Ample remaining capacity -

current use –

2.5 tenants per

tower

Maintenance capex –

less than $1,000 per tower per year

Average remaining ground lease term (with renewal options)

–

36 years

Average height –

approximately 228’

Structure –

74% guyed or lattice towers

Low monthly operating expense per tower

Solid Tenant Growth

Solid Tenant Growth

Solid Tenant Growth

5,000

6,000

7,000

8,000

4Q 04

Q1 05

Q2 05

Q3 05

Q4 05

$1,400

$1,500

$1,600

$1,700

$1,800

Number of Leases

Average Cash Rent Per Month

8

Results Driven by Strong New Tenant Rents

Results Driven by Strong New Tenant Rents

Results Driven by Strong New Tenant Rents

$1,649

7,449

7,640

$1,668

7,823

$1,694

8,086

$1,711

$1,741

8,278

9

Per

Tower

Revenue

Growth

(1)

Per

Per

Tower

Tower

Revenue

Revenue

Growth

Growth

(1)

(1)

$44,751

$46,573

$48,588

$49,682

$49,836

$51,557

$52,643

$49,218

$30,000

$35,000

$40,000

$45,000

$50,000

$55,000

1Q 04

2Q 04

3Q 04

4Q 04

1Q 05

2Q  05

3Q 05

4Q 05

Leasing Revenue Per Tower

(1)

Revenue as reported divided by average number of towers.

Consistent Tower Cash Flow Growth

Consistent Tower Cash Flow Growth

Consistent Tower Cash Flow Growth

1Q 04

2Q 04

3Q 04

4Q 04

10

1Q 05

2Q O5

3Q O5

4Q 05

$33.6

$35.2

$37.3

$37.9

$38.7

$40.6

$42.3

$10.2

$10.6

$10.5

$10.5

$10.7

$10.4

$10.8

$10.7

$23.5

$24.6

$26.2

$26.8

$27.3

$36.7

$29.8

$31.5

$28.4

$5

$15

$25

$35

$45

Cash Leasing Revenue

Cash Leasing Expenses

Tower Cash Flow

11

Strong TCF Margin Expansion

Strong TCF Margin Expansion

Strong TCF Margin Expansion

69.8%

69.9%

71.4%

72.0%

71.9%

74.6%

73.5%

73.3%

$0

$10

$20

$30

$40

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

60%

65%

70%

75%

80%

85%

Tower Cash Flow

Tower Cash Flow Margin

12

Low Non-Discretionary Capex

(1)

Low Non-Discretionary Capex

Low Non-Discretionary Capex

(1)

(1)

(1)  

Includes maintenance and general corporate capital expenditures.

Does not include discretionary capital expenditures.

(2) 

Based on mid-point of guidance given February 20, 2006     

(2)

$4.5

$4.4

$3.5

$4.2

$0

$2

$4

$6

$8

$10

2003

2004

2005

2006(E)

13

Strong Adjusted EBITDA Growth

Strong Adjusted EBITDA Growth

(1)

(1)

(1)

From continuing operations

(2)

Mid-point of guidance given February 20, 2006

(2)

$61.0

$78.8

$95.3

$111.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

$90.0

$100.0

$110.0

$120.0

2003

2004

2005

2006(E)

14

New Asset Growth

New Asset Growth

New Asset Growth

5

36

90

10

164

208

0

25

50

75

100

125

150

175

200

225

250

275

2004

2005

2006

Constructed

Acquired

(2)

(1)

15

244

254

(1)

Mid point of guidance given

February 20, 2006

(2)

Acquisitions announced in February 20, 2006 press release

15

Adding Towers

Adding Towers

Highly competent at identifying, buying and building 

quality towers

Discretionary portfolio growth while maintaining 

comfortable liquidity position within target leverage

range

Criteria for new tower builds

-

One tenant on day one at fair market rent

-

Second tenant expectation within one year

-

Five-year IRR greater than 20%

15% target five-year IRR for acquisitions

Accretive Transactions

Accretive Transactions

Accretive Transactions

16

Rapid Deleveraging

Rapid Deleveraging

Rapid Deleveraging

0

5

10

15

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

60%

65%

70%

75%

80%

85%

(1)

Net debt divided by Annualized Adjusted EBITDA

12.6x

11.0x

10.3x

9.7x

10.3x

8.9x

8.3x

6.5x

Target Leverage Range 6.0x –

8.0x

Target Leverage Range 6.0x –

Target Leverage Range 6.0x –

8.0x

8.0x

17

Where We Are Heading

Where We Are Heading

Where We Are Heading

Continued Growth

•

Organic

•

New Assets

•

Acquisitions

•

New builds

•

Ground lease purchases

Continued operational excellence

Further interest rate reductions

Appropriate leverage

Accelerated equity free cash flow growth

SBA Communications

Corporation

SBA Communications

SBA Communications

Corporation

Corporation