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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

          Indicate by check mark whether the Registrant (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

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

          Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

          The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $61.0 million as of June 28, 2002. 

          The number of shares outstanding of the Registrant’s common stock (as of March 14, 2003):  

Class A common stock - 45,670,043 shares
Class B common stock - 5,455,595 shares

Documents Incorporated By Reference

   Portions of the Registrant’s definitive proxy statement for its 2003 annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2002, are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

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PART I

ITEM 1.    BUSINESS

General

          We are a leading independent owner and operator of wireless communications towers in the continental United States, Puerto Rico and the U.S. Virgin Islands.  We generate revenues from our two primary businesses, site leasing and site development. In our site leasing business, we lease antenna space on towers and other structures that we own or manage for others. The towers that we own have either been built by us at the request of a wireless carrier or built or acquired based on our own initiative.  As of December 31, 2002, we owned or managed 3,877 towers.  In our site development business, we offer wireless service providers assistance in developing their own networks, including designing a network with friendly site identification, acquiring locations to place their antennas and transmission equipment, obtaining zoning approvals, building towers when necessary and installing and maintaining their antennas and transmission equipment. Since our founding in 1989, we have participated in the development of more than 20,000 antenna sites in 49 of the 51 major wireless markets in the United States.

Recent Developments

          As a result of certain estimates and our expectations that we will not comply with one or more of the financial covenants of our senior credit facility in 2003, the auditor’s opinion on our 2002 consolidated financial statements calls attention to substantial doubts about our ability to continue as a going concern through 2003.

          On March 17, 2003 certain of our subsidiaries entered into a definitive agreement with AAT Communications Corp. (“AAT Communications”) to sell 679 towers or, if AAT Communications elects to purchase an additional 122 towers, an aggregate of 801 towers, which represent substantially all of our towers in the western two-thirds of the U.S (the “AAT Transaction”).  Gross proceeds from the sale are anticipated to be $160.0 million if 679 towers are sold, or $203.0 million if 801 towers are sold, subject to adjustment in certain circumstances.  The AAT Transaction is expected to close in stages commencing on May 9, 2003 and ending on September 30, 2003.  We intend to use substantially all of the proceeds, net of anticipated transaction costs of approximately $5.0 million, to reduce indebtedness.  Upon consummation of the complete AAT Transaction, we will own 3,076 towers, substantially all of which will be in the eastern third of the United States. 

          We entered into the AAT Transaction to address our anticipated non-compliance with certain financial covenants under our senior credit facility commencing in 2003 and to reduce our significant level of indebtedness and the risks associated with such indebtedness.  The sale is subject to a number of conditions, including an amendment to our senior credit facility.  We anticipate that the amendment to our senior credit facility would, among other things, (1) waive any default that arises as a result of receiving an audit opinion with a “going concern” qualification, (2) modify the financial covenants to levels that we believe are better aligned with our site leasing business and can be satisfied during 2003 and beyond and (3) permit certain actions that are part of the AAT Transaction.  We believe that the AAT Transaction, in conjunction with the amendment to the senior credit facility, will eliminate the issues that gave rise to the “going concern” qualification from our auditors.  Based on our current estimates of wireless carrier activity, we believe that subsequent to the successful sale of either 679 or 801 towers, and the amendment to the senior credit facility, we will have sufficient liquidity to achieve positive free cash flow.

Company Services

          We provide our services on a local basis, through regional offices, territory offices and project offices, which are opened and closed on a project-by-project basis. Operationally, we are divided into regions throughout the United States, run by regional vice presidents. Each region is divided into sub-regions run by general managers and we have further divided each sub-region into geographic territories run by local managers. Within each manager’s geographic area of responsibility, he or she is responsible for all operations, including hiring employees and opening or closing project offices, and a substantial portion of the sales in such area.

          Our executive, corporate development, accounting, finance, human resources, legal and regulatory, information technology departments, site administration personnel, and our network operations center are located in our headquarters in Boca Raton, Florida. We also have in our Boca Raton office certain sales, new tower build support, and tower maintenance personnel.

Site Leasing Services

          In 1997 we began aggressively expanding our site leasing business by capitalizing on our nationally recognized site development experience and strong relationships with wireless service providers to take advantage of the trends toward

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co-location, which is the placement of multiple antennas on one tower or other structure, and independent tower ownership. We believe our towers have significant capacity to accommodate additional tenants with minimal incremental costs. Additionally, due to the relatively young age and mix of our tower portfolio we believe future expenditures required to maintain these towers will be minimal.

          The following chart shows the number of towers we built for our own account, the number of towers we acquired and the number of tenants at year-end on our towers, for the periods indicated:

          At December 31, 2002, our same tower revenue growth on the 3,734 towers we owned as of December 31, 2001 was 16%, and our same tower cash flow growth on these 3,734 towers was 20% based on tenant leases signed and annualized lease amounts in effect as of December 31, 2002 and 2001.

          Our site leasing revenue comes from a variety of wireless carrier tenants, including AT&T Wireless, Cingular, Nextel, Sprint PCS, T-Mobile, and Verizon.  Site leasing revenue was $139.6 million for the year ended December 31, 2002 and $103.2 million for the year ended December 31, 2001. We believe that over the long term our site leasing revenues will continue to grow as wireless service providers continue to lease antenna space on our towers.

          Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. We lease antenna space on:

          A significant number of our towers were built under our build-to-suit program, through which we built towers for a wireless service provider on a location of their direction. We retained ownership of the tower and the exclusive right to co-locate additional tenants on the tower. Many wireless service providers chose the build-to-suit option as an alternative to owning the towers themselves. Our build-to-suit sites came from a variety of wireless carriers, including Alamosa PCS, AT&T Wireless, Cingular, Horizon PCS, Sprint PCS, Triton PCS and T-Mobile.

          To help maximize the revenue and profit we earn from our capital investment in the towers we own, we provide services at our tower locations beyond the leasing of antenna space. The services we provide, or may provide in the future, include generator provisioning, antenna installation, equipment installation, maintenance, and backhaul, which is the transport of the wireless signals transmitted or received by an antenna to a carrier’s network. Some of these services are recurring in nature, and are contracted for by a wireless carrier or other user in a manner similar to the way they lease antenna space.

          In February 2002, we announced the reduction of our capital expenditures for new tower development and acquisition activities.  Under this plan, we suspended any material new investment for additional towers, among other

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actions.  If the AAT Transaction successfully closes, we will further reduce our tower portfolio by at least 679 towers and a maximum of 801 towers.  We do not anticipate making any material additions to our tower portfolio in 2003. 

Site Development Services

          Our site development business consists of two segments, site development consulting and site development construction, through which we provide wireless service providers a full range of end-to-end services. In the consulting segment of our site development business, we offer clients the following services: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas; (4) support in buying or leasing of the location; and (5) assistance in obtaining zoning approvals and permits. In the construction segment of our site development business we provide a number of services, including, but not limited to the following: (1) tower and related site construction; (2) antenna installation; and (3) radio equipment installation, commissioning and maintenance.  We have capitalized on our leadership position in the site development business and our strong relationships with wireless service providers to build and acquire towers in locations that we believe are attractive to wireless service providers.

          Our site development customers currently comprise many of the major wireless communications and services companies, including AT&T Wireless, Bechtel Corporation, Cingular, Nextel, Sprint PCS, T-Mobile and Verizon.  Site development revenue was $125.0 million for the year ended December 31, 2002 and $139.7 million for the year ended December 31, 2001.

          Our site development revenues and profit margins decreased significantly during the year ended December 31, 2002.  This decrease was primarily attributable to the substantial decline in capital expenditures by wireless carriers, particularly for our site development construction services, which adversely affected our volume of activity and our pricing levels.  During 2003, we expect these trends to continue.  Consequently, we anticipate continued decline in our site development revenues and profit margins.

Business Strategy

          Our primary strategy is to capture the maximum benefits from our position as a leading owner and operator of wireless communications towers.  Key elements of our strategy include:

          Maximizing Use of Tower Capacity.    We believe that many of our towers have significant capacity available for additional antennae and that increased use of our owned towers can be achieved at a low incremental cost. We generally have constructed our towers to accommodate multiple tenants in addition to the anchor tenant, and a substantial majority of our towers are high capacity lattice or guyed towers. We actively market space on our own towers through our internal sales force.

          Geographically Focusing our Tower Ownership.    We have decided to focus our tower ownership geographically to the Eastern U.S.  Upon consummation of the AAT Transaction, substantially all of our remaining towers will be located in the eastern third of the U.S.  We believe that by focusing our site leasing activities in a smaller geographic area, where we have such a high concentration of our towers, we will improve our operating efficiencies and reduce our overhead expenses.

          Executing on a Local Basis.    We believe that substantially all of what we do is best done locally, given the nature of towers as location specific communications facilities. We believe our customers make decisions locally. We believe that to be successful in tower leasing, zoning and construction, we must have a strong local presence in the markets we serve.

          Capitalizing on our Management Experience.    Our management team has extensive experience in site leasing and site development services. Management believes that its industry expertise and strong relationships with wireless carriers will allow us to expand our position as a leading provider of site development services.

          Building on Strong Relationships with Major Wireless Service Providers.    We are well positioned to be a preferred partner in tower space leasing because of our strong relationships with wireless service and other telecommunications providers and our proven operating experience.  Additionally, we have a broad national field organization that allows us to identify and participate in site development projects across the country and that gives us knowledge of local markets and enhances our customer relationships.   

          Capturing Other Revenues That Flow From our Tower Ownership.    Tenants who lease antenna space on our towers need a variety of additional services in connection with their operations at the tower site. These services include installation, maintenance and upgrading of radio transmission equipment, antennas, cabling and other connection equipment, electricity, backhaul (which is provided generally by telephone lines or a microwave antenna network),

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equipment shelters, data collection and network monitoring. Tenants often outsource the performance of some or all of these required services to third parties, including us. Because of our ownership of the tower, our control of the tower site and our experience and capabilities in providing these types of services, we believe that we are well positioned and intend to perform more of these services and capture the related revenue.

Customers

          Since commencing operations, we have performed site leasing and site development services for many of the largest wireless service providers. The majority of our contracts have been for PCS broadband, ESMR and cellular customers. We also serve wireless data and Internet, paging, PCS narrowband, SMR, multi-channel multi-point distribution service, or MMDS, and multi-point distribution service, or MDS, wireless providers. In both our site development and site leasing businesses, we work with large national providers and smaller local, regional or private operators.  We depend on a relatively small number of customers for our site development and site leasing revenues.  For the year ended December 31, 2002, Cingular provided 14.6% and Bechtel Corporation (contractor for AT&T Wireless and Cingular) provided 29.4% of our site development revenues.  For the year ended December 31, 2001, Nextel provided 11.6%, Sprint PCS provided 11.5% and Bechtel Corporation provided 10.9% of our site development revenues.  In addition, for the year ended December 31, 2002, AT&T Wireless provided 15.7% of our site leasing revenues.  For the year ended December 31, 2001, Nextel provided 10.4% of our site leasing revenues.

          During the past two years, we provided services for a number of customers, including:

Sales and Marketing

          Our sales and marketing goals are:

          We approach sales on a company-wide basis, involving many of our employees. We have a dedicated sales force that is supplemented by members of our executive management team. Our dedicated salespeople are based regionally as well as in the corporate office. We also rely on our regional vice presidents, general managers, local managers and other operations personnel to sell our services and cultivate customers. Our strategy is to delegate sales efforts to those employees of ours who have the best relationships with the wireless service providers. Most wireless service providers have national corporate headquarters with regional and local offices. We believe that providers at the regional and local levels make most decisions for site development and site leasing services with input from their corporate headquarters. Our sales representatives work with provider representatives at the regional and local levels and at the national level when appropriate. Our sales staff compensation is heavily weighted to incentive-based goals and measurements. A substantial number of our operations personnel have sales-based incentive components in their compensation plans.

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          In addition to our marketing and sales staff, we rely upon our executive and operations personnel on the regional and territory office levels to identify sales opportunities within existing customer accounts.

          Our primary marketing and sales support is centralized and directed from our headquarters office in Boca Raton, Florida and is supplemented by our regional and territory offices. We have a full-time staff dedicated to our marketing efforts. The marketing and sales support staff is charged with implementing our marketing strategies, prospecting and producing sales presentation materials and proposals.

Competition

          We compete with:

          Wireless service providers that own and operate their own tower networks generally are substantially larger and have greater financial resources than we do. We believe that tower location and capacity, quality of service, density within a geographic market and to a lesser extent price historically have been and will continue to be the most significant competitive factors affecting the site leasing business.

          Our primary competitors for our site leasing activities are four large independent tower companies, American Tower Corporation, Crown Castle International Corp., Pinnacle Holdings Inc. and SpectraSite, Inc., and a large number of smaller independent tower owners.  In addition, we compete with AT&T Wireless, Sprint PCS and other wireless service providers who currently market excess space on their owned towers to other wireless service providers.

          We believe that the majority of our competitors in the site development business operate within local market areas exclusively, while some firms appear to offer their services nationally, including American Tower Corporation, AFL, Bechtel Corporation, Black & Veach, General Dynamics, and Westower.  The market includes participants from a variety of market segments offering individual, or combinations of, competing services. The field of competitors includes site development consultants, zoning consultants, real estate firms, right-of-way consulting firms, construction companies, tower owners/managers, radio frequency engineering consultants, telecommunications equipment vendors, which provide end-to-end site development services through multiple subcontractors, and providers’ internal staff. We believe that providers base their decisions for site development services on a number of criteria, including a company’s experience, track record, local reputation, price and time for completion of a project. We believe that we compete favorably in these areas.

Employees

          As of February 28, 2003, we had approximately 650 employees, none of whom is represented by a collective bargaining agreement. We consider our employee relations to be good.

Regulatory and Environmental Matters

          Federal Regulations.    Both the Federal Communications Commission (“FCC”) and the Federal Aviation Administration (“FAA”) regulate towers used for wireless communications. These regulations govern the construction and marking and painting of towers and may, depending on the characteristics of particular towers, require prior approval and registration of towers. Wireless communications devices operating on towers are separately regulated and independently licensed based upon the particular frequency or frequency band used.

          Pursuant to the requirements of the Communications Act of 1934, as amended, the FCC, in conjunction with the FAA, has developed standards to consider proposals for new or modified towers. These standards mandate that the FCC and the FAA consider the height of proposed tower structures, the relationship of the structure to existing natural or man-made obstructions and the proximity of the towers to runways and airports. Proposals to construct or to modify existing towers above certain heights must be reviewed by the FAA to ensure the structure will not present a hazard to air navigation. The FAA may condition its issuance of a no-hazard determination upon compliance with specified lighting, marking and/or painting requirements. Towers that meet certain height and location criteria must also be

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registered with the FCC. A tower that requires FAA clearance will not be registered by the FCC until it is cleared by the FAA. Upon registration, the FCC may also require special lighting, marking and/or painting requirements. Owners of wireless transmission towers may have an obligation to maintain marking, painting and lighting to conform to FAA and FCC standards. Tower owners also bear the responsibility of monitoring any lighting systems and notifying the FAA of any tower lighting outage or malfunction. In addition, any applicant for an FCC antenna structure registration must certify that, consistent with the Anti-Drug Abuse Act of 1988, neither the applicant nor its principals are subject to a denial of Federal benefits because of a conviction for the possession or distribution of a controlled substance. We generally indemnify our customers against any failure to comply with applicable regulatory standards. Failure to comply with the applicable requirements may lead to civil penalties.

          The Telecommunications Act of 1996 amended the Communications Act of 1934 by preserving state and local zoning authorities’ jurisdiction over the construction, modification and placement of towers. The law, however, limits local zoning authority by prohibiting any action that would (1) discriminate between different providers of personal wireless services or (2) ban altogether the construction, modification or placement of radio communication towers. Finally, the Telecommunications Act of 1996 requires the federal government to help licensees for wireless communications services gain access to preferred sites for their facilities. This may require that federal agencies and departments work directly with licensees to make federal property available for tower facilities.

          Owners and operators of towers may be subject to, and therefore must comply with, environmental laws. Any licensed radio facility on a tower is subject to environmental review pursuant to the National Environmental Policy Act of 1969, which requires federal agencies to evaluate the environmental impacts of their decisions under certain circumstances. The FCC has issued regulations implementing the National Environmental Policy Act. These regulations place responsibility on each applicant to investigate any potential environmental effects of operations and to disclose any potential significant effects on the environment in an environmental assessment prior to constructing a tower. In the event the FCC determines the proposed tower would have a significant environmental impact based on the standards the FCC has developed, the FCC would be required to prepare an environmental assessment, which will be subject to public comment. This process could significantly delay the registration of a particular tower.

          As an owner and operator of real property, we are subject to certain environmental laws that impose strict, joint and several liability for the cleanup of on-site or off-site contamination and related personal or property damage. We are also subject to certain environmental laws that govern tower placement, including pre-construction environmental studies. Operators of towers must also take into consideration certain RF emissions regulations that impose a variety of procedural and operating requirements. The potential connection between RF emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. We believe that we are in substantial compliance with and we have no material liability under any applicable environmental laws. These costs of compliance with existing or future environmental laws and liability related thereto may have a material adverse effect on our prospects, financial condition or results of operations.

          State and Local Regulations.    Most states regulate certain aspects of real estate acquisition and leasing activities and construction activities. Where required, we conduct the site acquisition portions of our site development services business through licensed real estate brokers’ agents, who may be our employees or hired as independent contractors, and conduct the construction portions of our site development services through licensed contractors, who may be our employees or independent contractors. Local regulations include city and other local ordinances, zoning restrictions and restrictive covenants imposed by community developers. These regulations vary greatly, but typically require tower owners to obtain approval from local officials or community standards organizations prior to tower construction and establish regulations regarding maintenance and removal of towers.  In addition, many local zoning authorities require tower owners to post bonds or cash collateral to secure their removal obligations.  Local zoning authorities generally have been unreceptive to construction of new transmission towers in their communities because of the height and visibility of the towers, and have, in some instances, instituted moratoria. 

Backlog

          Our backlog for site development services was $29.2 million as of December 31, 2002 as compared to $58.8 million as of December 31, 2001.  We had no backlog for pending tower acquisitions as of December 31, 2002 as compared to 145 towers as of December 31, 2001.  Additionally, we had a backlog for 15 new tower builds as of December 31, 2002 as compared to 400 as of December 31, 2001.

Availability of Reports and Other Information

          Our corporate website is www.sbasite.com.  We make available, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and

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amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 on our website under “Investor Relations—SEC Filings,” as soon as reasonably practicable after we file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”).  In addition, the Commission’s website is www.sec.gov.  The Commission makes available on this website, free of charge, reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the Commission. Information on our website or the Commission’s website is not part of this document.

RISK FACTORS

          Our debt instruments contain restrictive covenants that could adversely affect our business.

          Our senior credit facility and the indentures governing our 10¼% senior notes and our 12% senior discount notes each contain certain restrictive covenants. Among other things, these covenants restrict our ability to incur additional indebtedness, sell assets for less than fair market value, pay dividends, redeem outstanding debt or engage in other restricted payments. If we fail to comply with these covenants, it could result in an event of default under one or all of these debt instruments.  The acceleration of amounts due under our senior credit facility will also cause a cross-default under both of our indentures.

          SBA Telecommunications, Inc. (“SBA Telecommunications”), our principal subsidiary which owns, directly or indirectly, all of the common stock of our other subsidiaries, is the borrower under our senior credit facility. The senior credit facility requires SBA Telecommunications to maintain specified financial ratios, including ratios regarding SBA Telecommunications’ consolidated debt coverage, debt service, cash interest expense and fixed charges for each quarter and satisfy certain financial condition tests including maintaining a minimum consolidated EBITDA (earnings before interest, taxes, depreciation, amortization, non-cash charges and unusual or non-recurring expenses).  The senior credit facility also contains affirmative and negative covenants which, among other things, require us to submit audited financial statements without a “going-concern” qualification in the audit opinion and restricts our ability to incur debt and liens, sell assets, commit to capital expenditures, enter into affiliate transactions or sale-leaseback transactions, and/or build towers without anchor tenants.  Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we may not be able to do so.  A breach of any of these covenants, if not remedied within the specified period, could result in an event of default under the senior credit facility.  Based on declines that we have been experiencing in our site development business and that we believe will continue in 2003, we estimated that we would not be in compliance with one or more of the senior credit facility’s existing financial ratios or tests in 2003.

          As a result of these estimates and our expectations that we will not comply with one or more of the financial covenants of our senior credit facility in 2003, the auditor’s opinion on our 2002 consolidated financial statements calls attention to substantial doubts about our ability to continue as a going concern through 2003. 

          The issuance of this audit opinion with a “going-concern” qualification, if not remedied by April 30, 2003, would be an event of default under our senior credit facility.  Upon the occurrence of this, or any other event of default, our lenders can prevent us from borrowing any additional amounts under the senior credit facility.  In addition, upon the occurrence of any event of default, other than certain bankruptcy events, our senior credit facility lenders, by a majority vote, can elect to declare all amounts of principal outstanding under the senior credit facility, together with all accrued interest, to be immediately due and payable. The acceleration of amounts due under our senior credit facility would cause a cross-default in our 10¼% senior notes and our 12% senior discount notes, thereby permitting the acceleration of such indebtedness.  If the indebtedness under the senior credit facility and/or indebtedness under our 10¼% senior notes or 12% senior discount notes were to be accelerated, our current assets would not be sufficient to repay in full the indebtedness.  If we were unable to repay amounts that become due under the senior credit facility, our lenders could proceed against the collateral granted to them to secure that indebtedness. Substantially all of our assets are pledged as security under the senior credit facility.

          As part of our plan to addresss the anticipated non-compliance with these financial covenants, and to reduce our aggregate level of indebtedness, certain of our subsidiaries entered into a definitive agreement with AAT Communications to sell 679 towers or, if AAT Communications elects to purchase an additional 122 towers, an aggregate of 801 towers.  The gross proceeds from the sale are anticipated to be $160.0 million if 679 towers are sold, or $203.0 million if 801 towers are sold, subject to adjustment in certain circumstances.  However, the AAT Transaction is subject to a number of conditions, including an amendment to our senior credit facility.  We anticipate that the amendment to our senior credit facility would, among other things, (1) waive any default that arises as a result of receiving an audit opinion with a “going concern” qualification, (2) modify the financial covenants to levels that we believe are better aligned with our site leasing business and can be satisfied during 2003 and beyond and (3) permit

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certain actions that are part of the AAT Transaction.  We cannot assure you that we will be able to obtain these waivers and/or amendments, especially in light of the recent financial performance of the wireless telecommunications industry and us, or that if we obtain them, we will be able to comply with the new financial covenants in the future.  Nor can we assure you that even if we do receive the necessary amendment to our senior credit facility that the AAT Transaction will be consummated.

          A full discussion of the impact of these possible defaults and management’s plans to address the liquidity and other concerns that arise as a result of the possible defaults and our significant level of indebtedness is discussed below under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Going Concern.”

          We may not be able to service our substantial indebtedness.

          As indicated below, we have and will continue to have a significant amount of indebtedness relative to our equity.

          Our substantial indebtedness could have important consequences to you. For example, it could:

          Our ability to service our debt obligations will depend on our future operating performance. Based on our outstanding debt as of December 31, 2002, we would require approximately $92.3 million of cash flow from operations (before net cash interest expenses) to discharge our cash interest and principal obligations for the twelve months ending December 31, 2003.  This amount is expected to increase in 2004 as our 12% senior discount notes first began to pay cash interest on March 1, 2003.  By comparison, for the twelve months ended December 31, 2002, we generated $57.1 million of cash flow from operations (before net cash interest expenses).  If we do not materially increase our cash flow in the future, we may not be able to meet our principal and interest payments on our debt obligations.  In order to manage our substantial amount of indebtedness, we may from time to time sell assets, issue equity, or repurchase, restructure or refinance some or all of our debt. We may not be able to effectuate any of these alternative strategies on satisfactory terms, if at all. The implementation of any of these alternative strategies may dilute our current shareholders, subject us to additional costs or restrictions on our ability to manage our business and could have a material adverse effect on our financial condition and growth strategy.

          Based on our current estimates, we may not have sufficient liquidity or cash flow from operations to repay the full principal amount of our 12% senior discount notes and/or our 10¼% senior notes upon their respective maturities.  Therefore, prior to the maturity of our notes we may be required to refinance and/or restructure some or all of our outstanding notes.  There can be no assurance that we will be able to refinance or restructure these notes on acceptable terms or at all.  If we were unable to refinance, restructure or otherwise repay the principal amount of these notes upon their maturity, we may need to sell assets, cease operations and/or file for protection under the bankruptcy laws.

          We pay interest on amounts outstanding under our senior credit facility at variable interest rates. We have in the past, and may again in the future, enter into interest rate swaps to effectively convert a portion of our debt from fixed to

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variable rates. Therefore, if interest rates were to increase, the amount of interest that we would have to pay would increase.

          We may be adversely affected by an economic slowdown.

          The significant general slowdown in the U.S. economy has negatively affected (1) the financial condition of wireless service providers, (2) the availability of capital, and the willingness of wireless service providers to utilize capital, to expand their networks and (3) may negatively affect the growth rate of consumer demand for wireless services.  We believe that the environment for continued expenditures by wireless service providers deteriorated throughout 2002 and has not materially improved.  Declining subscriber growth and prospects for positive cash flow by wireless service providers have adversely affected the access to and cost of capital for wireless service provides as evidenced by declines in the market value of both their debt and equity securities.  As a result of the economic slowdown, and the negative impact of such slowdown on the debt and equity markets, we have adjusted our business to significantly reduce and subsequently suspend any material new investment for new towers.

          We believe that if the capital markets conditions remain difficult for the telecommunications industry, wireless service providers will continue to choose to conserve capital and may not spend as much as originally anticipated.  If wireless carrier capital expenditures and their ability to access capital remains weak or deteriorates further, we believe our revenues and gross profit from the site development consulting and construction segments of our business, potentially the collectibility of our accounts receivable, and the valuation of certain of our long-lived assets may be negatively impacted.   Short term, variable capital markets conditions may adversely impact carrier demand for our tower space, and consequently our site leasing revenue and the ability of our customers to meet their obligations to us.

          We may not secure as many site leasing tenants as planned.

          If tenant demand for tower space decreases, we may not be able to successfully grow our site leasing business. This may have a material adverse effect on our strategy, revenue growth and our ability to satisfy our obligations. Our plan for the growth of our site leasing business largely depends on our management’s expectations and assumptions concerning future tenant demand for independently-owned towers. Tenant demand includes both the number of tenants and the lease rates they are willing to pay.

          Wireless service providers that own and operate their own towers and several of the independent tower companies generally are substantially larger and have greater financial resources than we do. We believe that tower location and capacity, price, quality of service and density within a geographic market historically have been and will continue to be the most significant competitive factors affecting the site leasing business.

          If our wireless service provider customers consolidate or merge with each other to a significant degree, our growth, our revenue and our ability to generate positive cash flow could be adversely affected.

          Significant consolidation among our wireless service provider customers may result in reduced capital expenditures in the aggregate because the existing networks of many wireless carriers overlap, as do their expansion plans.  Similar consequences might occur if wireless service providers engage in extensive sharing or roaming or resale arrangements as an alternative to leasing our antennae space.  In January 2003, the spectrum cap, which previously prohibited wireless carriers from owning more than 45 MHz of spectrum in any given geographical area, expired.  Some wireless carriers may be encouraged to consolidate with each other as a result of this regulatory change and as a means to strengthen their financial condition.  Demand for antennae space on communication sites may be adversely affected by consolidation of our wireless service provider customers. Economic conditions have resulted in the consolidation of several wireless service providers and this trend is likely to continue. To the extent that our customers consolidate, they may terminate any duplicative leases that they have on our towers and/or may not lease as many spaces on our towers in the future. This would adversely affect our growth, our revenue and our ability to generate positive cash flow.

          Wireless voice service providers frequently enter into roaming agreements with competitors allowing them to use another’s wireless communications facilities to accommodate customers who are out of range of their home provider’s services. Wireless voice service providers may view these roaming agreements as a superior alternative to leasing antenna space on communications sites owned or controlled by us or others. The proliferation of these roaming agreements could have a material adverse effect on our revenue.

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          If demand for wireless communication services decreases, our revenue will be adversely affected.

          Substantially all of our customers to date have been providers of wireless communication services or agents acting on behalf of wireless communication providers.  If demand for wireless communication services decreases, our revenue growth will be, and our revenue may be, adversely affected.  This could affect our ability to satisfy our obligations. Demand for both our site leasing and site development services is dependent on demand for communication sites from wireless service providers, which, in turn, is dependent on the demand for wireless services.  A slowdown in the growth of, or reduction in demand in, a particular wireless communication segment could adversely affect the demand for communication sites.  Most types of wireless services currently require ground-based network facilities, including communication sites for transmission and reception.  The extent to which wireless service providers lease these communication sites depends on a number of factors beyond our control, including:

          We depend on a relatively small number of customers for most of our revenue.

          We derive a significant portion of our revenue from a small number of customers that vary at any given time, particularly in the site development services side of our business.  The loss of any significant customer could have a material adverse effect on our revenue.

          Following is a list of significant customers and the percentage of total revenues derived from such customers:

          We also have client concentrations with respect to revenues in each of our financial reporting segments.  Of our total site development consulting revenue for the year ended December 31, 2002, the following two customers represented 63.8% of total revenue from this segment: Cingular represented 29.6% and Bechtel Corporation represented 34.2%.  Of our total site development construction revenue for the year ended December 31, 2002, one customer, Bechtel Corporation, represented 28.1% of such revenue.  Of our total site leasing revenue for the year ended December 31, 2002, one customer, AT&T Wireless, represented 15.7% of such revenue.

          Revenues from these clients are derived from numerous different site leasing contracts and site development contracts. Each site leasing contract relates to the lease of space at an individual tower site and is generally for an initial term of 5 years renewable for five 5-year periods at the option of the tenant.  Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty. In addition, a customer’s need for site development services can decrease, and we may not be successful in establishing relationships with new customers. Moreover, our existing customers may not continue to engage us for additional projects.

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          Due to the long-term expectations of revenue from tenant leases, the tower industry is very sensitive to the creditworthiness of its tenants.

          Due to the long-term nature of our tenant leases, we, like others in the tower industry, are dependent on the continued financial strength of our tenants.  Wireless service providers often operate with substantial leverage, and financial problems for our customers could result in uncollected accounts receivable, in the loss of customers and the anticipated lease revenues, or in a reduced ability of these customers to finance expansion activities. During the past three years, a number of our site leasing customers have filed for bankruptcy including almost all of our paging customers. Although these bankruptcies have not yet had a material adverse effect on our business or revenues, pending bankruptcies and any future bankruptcies may have a material adverse effect on our business, revenues, and/or the collectibility of our accounts receivable.

          Our quarterly operating results fluctuate and therefore should not be considered indicative of our long-term results.

          The number of tenants we add to our towers and the demand for our site development services fluctuate from quarter to quarter and should not be considered as indicative of long-term results. Numerous factors cause these fluctuations, including:

          Although the demand for our services fluctuates, we incur significant fixed costs, such as maintaining a staff and office space in anticipation of future contracts. The timing of revenues is difficult to forecast because our sales cycle may be relative