SBA COMMUNICATIONS CORP
8-K, 2000-02-23
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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<PAGE>

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


                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.



                        Date of Report February 22, 2000


                         SBA COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S> <C>
                              Florida                                             333-50219                        65-0716501
- ------------------------------------------------------------------------------------------------------------------------------------
    (State or other jurisdiction of incorporation or organization)          Commission File Number              (I.R.S. Employer
                                                                                                               Identification No.)



               One Town Center Road, Boca Raton, Florida                                                        33486
- ------------------------------------------------------------------------------------------------------------------------------------
                 (Address of principal executive offices)                                                    (Zip code)


                                                                      (561) 995-7670
- -----------------------------------------------------------------------------------------------------------------------------------
                                                  (Registrant's telephone number, including area code)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Item 2            Other Events

                  SBA Communications  Corporation ("SBA") announced  significant
                  increases  in  revenue  and  EBITDA  for the three  months and
                  fiscal year ended December 31, 1999.

                  For  the  three  months  ended  December  31,  1999,  revenues
                  increased  68.7% to $29.3  million from the fourth  quarter of
                  1998,  due to  both  higher  site  leasing  revenue  and  site
                  development  revenue.  The quarterly revenues were the highest
                  in the company's  history.  Site leasing revenue  increased to
                  $8.4 million for the  quarter,  also a record for the company,
                  and a 97.3%  increase over the fourth  quarter of 1998.  Gross
                  profit for the quarter  increased  107.1% to $9.6 million from
                  the fourth  quarter of 1998,  due to both higher site  leasing
                  and site development gross profit.  Site leasing gross profit,
                  or tower cash flow, increased to $4.7 million for the quarter,
                  again a record for SBA and a 131.1%  increase  over the fourth
                  quarter   of   1998.   Earnings   before   interest,    taxes,
                  depreciation,  amortization and non-cash  compensation charges
                  (EBITDA) for the quarter increased to $4.1 million from a loss
                  of $(0.1)  million  in the same  period  last  year.  Earnings
                  (loss) per share were  $(.33)  compared  to $(.90) in the year
                  earlier period.

                  Total revenues for the year increased 47.2% over 1998 to $87.0
                  million.  Site  leasing  revenues  increased  113.2%  to $26.4
                  million. Total gross profit increased 86.6% over 1998 to $28.6
                  million.  Site leasing gross profit  increased 179.3% to $14.3
                  million.  EBITDA increased to $9.6 million in 1999 from a loss
                  of $(2.4)  million  in 1998.  Earnings  (loss)  per share were
                  $(1.76) in 1999 compared to $(2.64) in 1998.




Item 7            Financial Statements and Exhibits

                  (c)      Exhibits

                   99.1     Press release dated February 21, 2000
<PAGE>

                                   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, thereunto duly authorized.




February 22, 2000                            /s/  Jeffrey A. Stoops
                                             ----------------------
                                                  Jeffrey A. Stoops
                                                  Chief Financial Officer


<PAGE>

                                   [SBA LOGO]

                                      NEWS

                              FOR IMMEDIATE RELEASE

        SBA COMMUNICATIONS CORPORATION REPORTS RECORD 4th QUARTER RESULTS
<TABLE>
<S> <C>
SBA COMMUNICATIONS CORPORATION (NASDAQ: SBAC); BOCA RATON, FL; MONDAY, FEBRUARY 21, 2000
- ----------------------------------------------------------------------------------------
</TABLE>

SBA  Communications  Corporation  ("SBA")  announced  significant  increases  in
revenue and EBITDA for the three months and fiscal year ended December 31, 1999.

For the three months ended December 31, 1999,  revenues increased 68.7% to $29.3
million from the fourth quarter of 1998, due to both higher site leasing revenue
and site  development  revenue.  The quarterly  revenues were the highest in the
company's  history.  Site  leasing  revenue  increased  to $8.4  million for the
quarter,  also a record for the company,  and a 97.3%  increase  over the fourth
quarter of 1998.  Gross profit for the quarter  increased 107.1% to $9.6 million
from the fourth  quarter  of 1998,  due to both  higher  site  leasing  and site
development  gross  profit.  Site  leasing  gross  profit,  or tower  cash flow,
increased to $4.7  million for the quarter,  again a record for SBA and a 131.1%
increase  over the fourth  quarter of 1998.  Earnings  before  interest,  taxes,
depreciation,  amortization and non-cash  compensation  charges (EBITDA) for the
quarter  increased  to $4.1  million  from a loss of $(0.1)  million in the same
period last year.  Earnings  (loss) per share were $(.33)  compared to $(.90) in
the year earlier period.

Total  revenues for the year increased  47.2% over 1998 to $87.0  million.  Site
leasing revenues increased 113.2% to $26.4 million. Total gross profit increased
86.6% over 1998 to $28.6 million.  Site leasing gross profit increased 179.3% to
$14.3  million.  EBITDA  increased to $9.6 million in 1999 from a loss of $(2.4)
million in 1998.  Earnings  (loss) per share were  $(1.76) in 1999  compared  to
$(2.64) in 1998.

"We had a great year in 1999,"  commented  Steven E. Bernstein,  Chief Executive
Officer.  "We exceeded our plan,  achieving record  financial  results and tower
additions to the  portfolio.  As  importantly,  we entered 2000 with our largest
backlog ever for new tower builds,  tower  acquisitions  and services  business.
With that backlog and our recently  completed $243 million equity  offering,  we
are very excited about our prospects for 2000 and beyond."
<PAGE>

A conference call to discuss these results will be held on Tuesday, February 22,
2000 at 10:00 AM EST.  The  call-in  number is (800)  230-1093.  The name of the
conference  call is "SBA Fourth  Quarter  Earnings  Release." The replay will be
available  from  February  22 at 4:00 PM to  February 29 at 11:59 PM. The replay
number is (800) 475-6701. The access code is 501527.

SBA is a leading  independent  owner and  operator  of  wireless  communications
infrastructure  in the United  States.  SBA  generates  revenue from two primary
businesses - site leasing and site  development  services.  The primary focus of
the  company is the  leasing of antenna  space on its  multi-tenant  towers to a
variety of wireless service providers under long-term lease contracts.  Since it
was founded in 1989,  SBA has  participated  in the  development  of over 13,000
antenna sites in the United States.

For additional information, please contact Jeffrey A. Stoops, Chief Financial
Officer, (561) 995-7670.










Information Concerning Forward-Looking Statements

This release contains forward-looking statements, including statements about the
Company's  ability to  capitalize  on its  backlog for new tower  builds,  tower
acquisitions  and  services  business  and  the  impact  of the  backlog  on the
Company's prospects in 2000 and beyond. These forward-looking  statements may be
affected  by the  risks  and  uncertainties  in  the  Company's  business.  This
information  is  qualified  in its entirety by  cautionary  statements  and risk
factors disclosure contained in certain of the Company's Securities and Exchange
Commission  filings,  including its  Registration  Statement on Form S-3 and its
Form 10-Q for the third quarter of 1999. The Company  wishes to caution  readers
that certain  important factors may have affected and could in the future affect
the Company's  actual  results and could cause the Company's  actual results for
subsequent   periods  to  differ   materially   from  those   expressed  in  any
forward-looking  statement made by or on behalf of the Company.  With respect to
proposed  acquisitions,  a number  of  factors,  including  without  limitation,
ongoing  due  diligence,  third  party  consents  and  the  lack  of  definitive
documentation   will  affect  the  timing  of   consummation   or  whether  such
acquisitions  are ever  consummated  (of which there can be no assurance).  With
respect to the  Company's  ability to realize  its  backlog of pending new tower
build or  services  projects,  a number of  factors  will  affect the timing and
number of new build  completions and the success and  profitability  of services
projects,  including  with out  limitation,  zoning  difficulty,  carrier design
changes, changing local market conditions and weather.
<PAGE>

                  SUMMARY HISTORICAL FINANCIAL DATA


<TABLE>
<CAPTION>

                                                       For the three months ended December 31,     For the year ended December 31,
                                                       --------------------------------------      -------------------------------
                                                               1998               1999                1998             1999
                                                               ----               ----                ----             ----
<S> <C>
        Operating Data:
        Revenue:
            Site development revenue                         $ 13,080,859    $ 20,846,481         $ 46,704,641     $ 60,569,614
            Site leasing revenue                                4,264,053       8,413,688           12,396,268       26,423,121
                                                                ---------       ---------           ----------       ----------
        Total revenues                                         17,344,912      29,260,169           59,100,909       86,992,735

        Cost of revenues:
            Cost of site development revenue                   10,485,224      15,956,594           36,499,980       46,279,066
            Cost of site leasing revenue                        2,241,712       3,741,032            7,280,786       12,133,678
                                                                ---------       ---------            ---------       ----------
        Total cost of revenues                                 12,726,936      19,697,626           43,780,766       58,412,744
                                                               ----------      ----------           ----------       ----------
        Gross Profit                                            4,617,976       9,562,543           15,320,143       28,579,991

        Operating expenses                                      5,174,508       5,470,095           18,302,226       19,184,414
        Depreciation and amortization                           2,998,154       5,573,821            5,802,090       16,556,533
                                                                ---------       ---------            ---------       ----------
        Total operating expenses                                8,172,662      11,043,916           24,104,316       35,740,947

        Operating  loss                                        (3,554,686)     (1,481,373)          (8,784,173)      (7,160,956)

        Other income (expense)                                 (5,204,040)     (7,728,159)         (12,641,228)     (26,378,618)
                                                               -----------     ----------          ------------     ------------

        Loss before income taxes and extraordinary item        (8,758,726)     (9,209,532)        (21,425,401)     (33,539,574)

        (Provision) benefit for income taxes                    1,524,306        (180,347)           1,524,306          222,656
                                                               -----------     ----------          ------------     ------------
        Net loss before extraordinary item                     (7,234,420)     (9,389,879)         (19,901,095)     (33,316,918)

        Extraordinary item                                              -               -                    -       (1,149,954)

        Dividends on preferred stock                             (712,500)              -           (2,575,000)         733,403
                                                             ------------     -----------           ----------    -------------

        Net loss to common shareholders                      $ (7,946,920)   $ (9,389,879)       $ (22,476,095)    $(33,733,469)
                                                             ============    ============        =============     ============

        Basic and diluted loss per common share              $      (0.90)   $     (0.33)        $       (2.64)    $      (1.76)
                                                             ============    ============        =============     ============

        Weighted average number of shares                       8,878,620      28,286,911            8,526,052       19,156,027
                                                             ============    ============        =============     ============

       Other Data:
        Earnings before interest
           taxes, depreciation, amortization and
           non-cash compensation charges                      $   (96,266)   $  4,092,448         $ (2,377,442)     $ 9,582,223
                                                             ============    ============         ============      ===========

        Annualized Tower Cash Flow                            $ 8,089,364    $ 18,690,624
                                                              ===========    ============
</TABLE>


                                             As of                 As of
                                          December 31,           December 31,
                                             1998                  1999
                                             ----                  ----
                                                      (IN THOUSANDS)
        Balance Sheet Data:
        Cash and cash equivalents             $  26,743          $   3,133
        Total assets                          $ 214,573          $ 429,823
        Total debt                            $ 182,573          $ 318,268
        Common Stockholders' Equity           $ (26,095)         $  48,582


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