UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2002
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 000-30110
| SBA COMMUNICATIONS CORPORATION |
| |
| (Exact name of registrant as specified in its charter) |
|
|
| Florida |
|
65-0716501 |
| | ||
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
| 5900 Broken Sound Parkway NW, Boca Raton, Florida |
|
33487 |
| | ||
| (Address of principal executive offices) |
|
(Zip code) |
|
|
|
|
| (561) 995-7670 | ||
| | ||
| (Registrant’s telephone number, including area code) | ||
|
|
|
|
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 twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
| Number of shares of common stock outstanding at August 9, 2002 | |
| Class A Common Stock - |
45,003,865 shares |
| Class B Common Stock - |
5,455,595 shares |
SBA COMMUNICATIONS CORPORATION
2
ITEM 1: UNAUDITED FINANCIAL STATEMENTS
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except par values)
| |
|
June 30, 2002 | |
December 31, 2001 | | |||||
| |
|
|||||||||
| |
||||||||||
| Current assets: |
|
|
|
|
|
|
| |||
|
|
Cash and cash equivalents |
|
$ |
31,314 |
|
$ |
13,904 |
| ||
|
|
Restricted cash |
|
|
500 |
|
|
— |
| ||
|
|
Accounts receivable, net of allowance of $4,090 and $4,641 in 2002 and 2001, respectively |
|
|
47,626 |
|
|
56,796 |
| ||
|
|
Prepaid and other current assets |
|
|
11,191 |
|
|
10,254 |
| ||
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
|
10,927 |
|
|
11,333 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
|
Total current assets |
|
|
101,558 |
|
|
92,287 |
| ||
| Property and equipment, net |
|
|
1,168,891 |
|
|
1,198,559 |
| |||
| Goodwill, net |
|
|
— |
|
|
80,592 |
| |||
| Other intangible assets, net |
|
|
4,925 |
|
|
5,588 |
| |||
| Deferred financing fees, net |
|
|
25,682 |
|
|
27,807 |
| |||
| Other assets |
|
|
21,630 |
|
|
24,178 |
| |||
|
|
|
|
|
|
|
|
| |||
|
|
Total assets |
|
$ |
1,322,686 |
|
$ |
1,429,011 |
| ||
|
|
|
|
|
|
|
|
| |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
| |||
| Current liabilities: |
|
|
|
|
|
|
| |||
|
|
Accounts payable |
|
$ |
28,228 |
|
$ |
56,293 |
| ||
|
|
Accrued expenses |
|
|
16,218 |
|
|
13,046 |
| ||
|
|
Current portion – long-term debt |
|
|
124 |
|
|
365 |
| ||
|
|
Interest payable |
|
|
22,521 |
|
|
21,815 |
| ||
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
4,355 |
|
|
6,302 |
| ||
|
|
Other current liabilities |
|
|
24,906 |
|
|
15,880 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
|
Total current liabilities |
|
|
96,352 |
|
|
113,701 |
| ||
|
|
|
|
|
|
|
|
| |||
| Long-term liabilities: |
|
|
|
|
|
|
| |||
|
|
Long-term debt |
|
|
959,742 |
|
|
845,088 |
| ||
|
|
Deferred tax liabilities, net |
|
|
18,475 |
|
|
18,429 |
| ||
|
|
Other long-term liabilities |
|
|
1,660 |
|
|
1,149 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
|
|
Total long-term liabilities |
|
|
979,877 |
|
|
864,666 |
| |
|
|
|
|
|
|
|
|
| |||
| Commitments and contingencies (see Note 11) |
|
|
|
|
|
|
| |||
| Shareholders’ equity: |
|
|
|
|
|
|
| |||
|
|
Common stock-Class A par value $.01 (200,000 and 100,000 shares authorized, 44,974 and 43,233 shares issued and outstanding in 2002 and 2001, respectively) |
|
|
450 |
|
|
432 |
| ||
|
|
Common stock-Class B par value $.01 (8,100 shares authorized, 5,456 shares issued and outstanding in 2002 and 2001) |
|
|
55 |
|
|
55 |
| ||
|
|
Additional paid-in capital |
|
|
671,931 |
|
|
664,977 |
| ||
|
|
Accumulated deficit |
|
|
(425,979 |
) |
|
(214,820 |
) | ||
|
|
|
|
|
|
|
|
|
| ||
|
|
Total shareholders’ equity |
|
|
246,457 |
|
|
450,644 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
|
Total liabilities and shareholders’ equity |
|
$ |
1,322,686 |
|
$ |
1,429,011 |
| ||
|
|
|
|
|
|
|
|
| |||
The accompanying Condensed Notes to Consolidated Financial Statements on pages 8 through 15 herein are an integral part of these consolidated financial statements.
3
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
|
|
|
For the three months |
|
For the six months |
| |||||||||||
|
|
|
|
|
|
| |||||||||||
|
|
|
2002 |
|
2001 |
|
2002 |
|
2001 |
| |||||||
|
|
|
|
|
|
|
|
|
|
| |||||||
| Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Site development |
|
$ |
35,373 |
|
$ |
32,840 |
|
$ |
66,776 |
|
$ |
65,513 |
| ||
|
|
Site leasing |
|
|
34,235 |
|
|
24,915 |
|
|
66,775 |
|
|
45,198 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
Total revenues |
|
|
69,608 |
|
|
57,755 |
|
|
133,551 |
|
|
110,711 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
| Cost of revenues (exclusive of depreciation and amortization shown below): |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Cost of site development |
|
|
28,562 |
|
|
25,214 |
|
|
53,241 |
|
|
50,232 |
| ||
|
|
Cost of site leasing |
|
|
11,711 |
|
|
9,110 |
|
|
22,951 |
|
|
16,238 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
Total cost of revenues |
|
|
40,273 |
|
|
34,324 |
|
|
76,192 |
|
|
66,470 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Gross profit |
|
|
29,335 |
|
|
23,431 |
|
|
57,359 |
|
|
44,241 |
| ||
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Selling, general and administrative |
|
|
8,998 |
|
|
10,759 |
|
|
18,373 |
|
|
21,400 |
| ||
|
|
Restructuring and other charge |
|
|
21,085 |
|
|
— |
|
|
75,203 |
|
|
— |
| ||
|
|
Depreciation and amortization |
|
|
24,192 |
|
|
18,368 |
|
|
50,247 |
|
|
33,375 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
Total operating expenses |
|
|
54,275 |
|
|
29,127 |
|
|
143,823 |
|
|
54,775 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Operating loss |
|
|
(24,940 |
) |
|
(5,696 |
) |
|
(86,464 |
) |
|
(10,534 |
) | ||
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Interest income |
|
|
83 |
|
|
2,207 |
|
|
96 |
|
|
5,207 |
| ||
|
|
Interest expense, net of amounts capitalized |
|
|
(13,576 |
) |
|
(11,954 |
) |
|
(26,793 |
) |
|
(20,637 |
) | ||
|
|
Non-cash amortization of original issue discount and debt issuance costs |
|
|
(8,285 |
) |
|
(7,288 |
) |
|
(16,287 |
) |
|
(14,256 |
) | ||
|
|
Other |
|
|
(118 |
) |
|
(112 |
) |
|
(40 |
) |
|
(196 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
Total other expense |
|
|
(21,896 |
) |
|
(17,147 |
) |
|
(43,024 |
) |
|
(29,882 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Loss before provision for income taxes, extraordinary item and cumulative effect of change in accounting principle |
|
|
(46,836 |
) |
|
(22,843 |
) |
|
(129,488 |
) |
|
(40,416 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
| Provision for income taxes |
|
|
(500 |
) |
|
(478 |
) |
|
(1,079 |
) |
|
(832 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Loss before extraordinary item and cumulative effect of change in accounting principle |
|
|
(47,336 |
) |
|
(23,321 |
) |
|
(130,567 |
) |
|
(41,248 |
) | ||
| Extraordinary item - write-off of deferred financing fees |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,069 |
) | |||
| Cumulative effect of change in accounting principle |
|
|
— |
|
|
— |
|
|
(80,592 |
) |
|
— |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Net loss |
|
$ |
(47,336 |
) |
$ |
(23,321 |
) |
$ |
(211,159 |
) |
$ |
(46,317 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
(Continued)
4
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Continued)
|
|
|
For the three months |
|
For the six months |
| ||||||||
|
|
|
|
|
|
| ||||||||
|
|
|
2002 |
|
2001 |
|
2002 |
|
2001 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Basic and diluted loss per common share before extraordinary item and cumulative effect of change in accounting principle |
|
$ |
(0.94 |
) |
$ |
(0.50 |
) |
$ |
(2.63 |
) |
$ |
(0.88 |
) |
| Extraordinary item |
|
|
— |
|
|
— |
|
|
— |
|
$ |
(0.11 |
) |
| Cumulative effect of change in accounting principle |
|
|
— |
|
|
— |
|
$ |
(1.62 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted loss per common share |
|
$ |
(0.94 |
) |
$ |
(0.50 |
) |
$ |
(4.25 |
) |
$ |
(0.99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted weighted average number of shares of common stock |
|
|
50,392 |
|
|
47,105 |
|
|
49,705 |
|
|
46,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Condensed Notes to Consolidated Financial Statements on pages 8 through 15 herein are an integral part of these consolidated financial statements.
5
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30,
2002
(unaudited)
(in thousands)
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
Class A |
|
Class B |
|
Additional |
|
|
|
|
|
|
| |||||||