<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________________to____________________
COMMISSION FILE NUMBER 0-27217
SPECTRASITE HOLDINGS, INC.
(Name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4899 56-3027322
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
100 Regency Forest Drive, Suite 400
Cary, North Carolina 27511
(919) 468-0112
(Address and telephone number of principal
executive offices and principal place of business)
Check whether the issuer:
(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.
YES [X] No
As of October 31, 2000, the registrant had only one outstanding class of common
stock, of which there were 138,343,490 shares outstanding.
<PAGE> 2
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATMENTS
Condensed Consolidated Balance Sheets
at September 30, 2000 (unaudited) and December 31, 1999 3
Unaudited Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 2000 and 1999 4
Unaudited Condensed Consolidated Statement of Shareholders'
Equity for the nine months ended September 30, 2000 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 1999 6
Notes to the Unaudited Condensed Consolidated Financial Statements 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 16
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS 17
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS 17
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17
ITEM 5 - OTHER INFORMATION 17
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 17
SIGNATURES 19
</TABLE>
2
<PAGE> 3
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At September 30, 2000 and December 31, 1999
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 418,880 $ 37,778
Accounts receivable, net of allowance
of $2,185 and $1,530 78,170 31,785
Costs and estimated earnings in excess of billings 16,088 11,545
Inventories 8,955 4,083
Prepaid expenses and other 8,912 4,353
----------- -----------
Total current assets 531,005 89,544
Property and equipment, net 1,168,354 763,757
Investments in affiliates 225,257 3,706
Goodwill and other intangible assets, net 528,881 307,197
Other assets 67,368 55,749
----------- -----------
Total assets $ 2,520,865 $ 1,219,953
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 29,911 $ 21,230
Accrued and other expenses 33,440 16,942
Billings in excess of costs and estimated earnings 6,750 5,247
----------- -----------
Total current liabilities 70,101 43,419
Long-term debt 201,885 202,527
Senior discount notes 881,961 516,251
Senior notes 200,000 --
Other long-term liabilities 9,474 --
----------- -----------
Total liabilities 1,363,421 762,197
----------- -----------
Shareholders' equity:
Convertible preferred stock (Series A, B and C) -- 339,494
Common stock ($.001 par value, 300,000,000 shares
authorized and 138,075,309 and 20,191,604 issued and
outstanding at September 30, 2000 and December 31, 1999) 138 20
Additional paid-in-capital 1,357,864 230,546
Accumulated other comprehensive income 23,747 192
Accumulated deficit (224,305) (112,496)
----------- -----------
Total shareholders' equity 1,157,444 457,756
----------- -----------
Total liabilities and shareholders' equity $ 2,520,865 $ 1,219,953
=========== ===========
</TABLE>
See accompanying notes to these financials
3
<PAGE> 4
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 2000 and 1999
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ----------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Site leasing $ 32,395 $ 16,436 $ 78,341 $ 29,450
Network services 58,089 9,644 165,163 13,967
--------- -------- --------- --------
Total revenues 90,484 26,080 243,504 43,417
--------- -------- --------- --------
Operating Expenses:
Costs of operations, excluding
depreciation and amortization expense
Site leasing 12,419 5,463 31,997 10,490
Network services 44,170 6,372 126,401 7,265
Selling, general and administrative expenses 16,356 12,249 46,509 21,684
Depreciation and amortization expense 26,235 12,759 68,897 21,833
Non-cash compensation charges 544 -- 1,273 225
Restructuring and non-recurring charges -- 7,127 -- 7,727
--------- -------- --------- --------
Total operating expenses 99,724 43,970 275,077 69,224
--------- -------- --------- --------
Operating loss (9,240) (17,890) (31,573) (25,807)
--------- -------- --------- --------
Other income (expense):
Interest income 6,548 2,485 19,363 7,212
Interest expense (37,736) (18,693) (97,535) (47,519)
Other income (expense) 338 (295) (656) (295)
--------- -------- --------- --------
Total other income (expense) (30,850) (16,503) (78,828) (40,602)
--------- -------- --------- --------
Loss before income taxes (40,090) (34,393) (110,401) (66,409)
Income tax expense 790 107 1,408 107
--------- -------- --------- --------
Net loss $ (40,880) $(34,500) $(111,809) $(66,516)
========= ======== ========= ========
Loss applicable to common shareholders:
Net loss $ (40,880) $(34,500) $(111,809) $(66,516)
Accretion of redemption
value of preferred stock -- -- -- (760)
--------- -------- --------- --------
Net loss applicable to common shareholders $ (40,880) $(34,500) $(111,809) $(67,276)
========= ======== ========= ========
Net loss per common share
(basic and diluted) $ (0.31) $ (4.21) $ (0.98) $ (16.85)
========= ======== ========= ========
Weighted average common
shares outstanding (basic and diluted) 133,743 8,188 114,116 3,993
========= ======== ========= ========
</TABLE>
See accompanying notes to these financials
4
<PAGE> 5
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITY
Nine Months Ended September 30, 2000
(dollars in thousands)
<TABLE>
<CAPTION>
Compre- Accumulated
Convertible Common Stock Additional hensive Other
Preferred -------------------- Paid-in Income Comprehensive Accumulated
Stock Shares Amount Capital (Loss) Income Deficit Total
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 339,494 20,191,604 $ 20 $ 230,546 $ 192 $(112,496) $ 457,756
Net loss -- -- -- -- $(111,809) -- (111,809) (111,809)
Foreign currency translation
adjustment -- -- -- -- (4,793) (4,793) -- (4,793)
Unrealized holding gains
arising during period -- -- -- -- 28,348 28,348 -- 28,348
---------
Total comprehensive loss $ (88,254)
Issuance of common stock, net =========
of stock issuance costs
of $36,650 -- 47,134,080 47 786,622 -- -- 786,669
Non-cash compensation charges -- -- -- 1,273 -- -- 1,273
Conversion of preferred stock
to common stock (339,494) 70,749,625 71 339,423 -- -- --
--------- ----------- ---- ---------- ------- --------- ----------
Balance at September 2000 $ -- 138,075,309 $138 $1,357,864 $23,747 $(224,305) $1,157,444
========= =========== ==== ========== ======= ========= ==========
</TABLE>
See accompanying notes to these financials
5
<PAGE> 6
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2000 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
2000 1999
----------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (111,809) $ (66,516)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 45,946 19,749
Amortization of goodwill and other intangibles 22,951 2,084
Amortization of debt issuance costs 4,505 2,085
Amortization of senior discount notes 65,735 28,689
Non-cash financing charges -- 9,000
Write-off of goodwill -- 6,178
Non-cash compensation charges 1,273 225
Equity in net loss of affiliate 300 --
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (43,429) (3,859)
Costs and estimated earnings in excess of billings (6,775) (552)
Inventories (3,719) (147)
Prepaid expenses and other (4,840) (2,406)
Accounts payable 3,134 16,832
Other liabilities 7,311 8,372
----------- ---------
Net cash provided by (used in) operating activities (19,417) 19,734
----------- ---------
INVESTING ACTIVITIES
Purchases of property and equipment (331,072) (566,359)
Deposits on asset purchases (23,000) (48,186)
Maturities of short term investments -- 15,414
Acquisitions, net of cash acquired (204,575) (78,720)
Investment in affiliates (197,354) --
Other, net (3,325) (4,290)
----------- ---------
Net cash used in investing activities (759,326) (682,141)
----------- ---------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 714,249 900
Proceeds from the issuance of preferred stock -- 231,494
Stock issuance costs (36,650) (6,551)
Proceeds from issuance of long-term debt -- 150,052
Payments of long-term debt (671) (3,598)
Proceeds from issuance of senior notes 200,000 --
Proceeds from issuance of senior discount notes 299,974 340,004
Debt issuance costs (17,057) (29,201)
----------- ---------
Net cash provided by financing activities 1,159,845 683,100
----------- ---------
Net increase in cash and cash equivalents 381,102 20,693
Cash and cash equivalents at beginning of period 37,778 99,548
----------- ---------
Cash and cash equivalents at end of period $ 418,880 $ 120,241
=========== =========
</TABLE>
See accompanying notes to these financials
6
<PAGE> 7
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
SpectraSite Holdings, Inc. ("SpectraSite") and its wholly owned
subsidiaries (collectively referred to as the "Company") are principally engaged
in providing services to companies operating in the telecommunications industry,
including leasing antenna sites on multi-tenant towers, network design, tower
construction and antenna installation throughout the United States and Canada.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of SpectraSite and its subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the unaudited condensed
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates, and such differences could be material to the
accompanying unaudited condensed consolidated financial statements.
INVESTMENTS IN AFFILIATES
An investment in an entity in which the Company owns more than 20% but
less than 50% is accounted for using the equity method. Under the equity method,
the investment is stated at cost plus the Company's equity in net income (loss)
of the entity since acquisition. The equity in net income (loss) of such entity
is recorded in "Other income (expense)" in the accompanying consolidated
statements of operations. An investment in an entity in which the Company owns
less than 20% is accounted for using the cost method and is included in other
assets. Available-for-sale securities are stated at fair value, with the
unrealized gains and losses reported in other comprehensive income. Realized
gains and losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in "Other income (expense)."
REVENUE RECOGNITION
Site leasing revenues are recognized when earned. Escalation clauses
present in the lease agreements with the Company's customers are recognized on a
straight-line basis over the term of the lease. Network service revenues from
site selection, construction and construction management activities are derived
under service contracts with customers which provide for billing on a time and
materials or fixed price basis. Revenues are recognized as services are
performed with respect to time and materials contracts. Revenues are recognized
using the percentage-of-completion method for fixed price contracts, measured by
the percentage of contract costs incurred to date compared to estimated total
contract costs. Costs and estimated earnings in excess of billings on
uncompleted contracts represent revenues recognized in excess of amounts billed.
Billings in excess of costs and estimated earnings on uncompleted contracts
represent billings in excess of revenues recognized. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined.
SIGNIFICANT CUSTOMERS
In the three and nine months ended September 30, 2000, one customer,
which is a significant shareholder of the Company, accounted for 22% and 24% of
revenues, respectively. In the three and nine months ended September 30, 1999,
the same customer accounted for 40% of revenues.
RESTRUCTURING AND NON-RECURRING CHARGES
In September 1999, the Company announced that it would no longer
directly provide site acquisition services. As a result, the Company recorded
restructuring charges of $7.1 million, of which $6.2 million related to the
write-off of goodwill related to the purchase of TeleSite Services, LLC and $0.9
million related to the costs of employee severance.
7
<PAGE> 8
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
In March 1999, the Company announced that it would relocate its
marketing and administrative operations from Little Rock, Arkansas and
Birmingham, Alabama to its corporate headquarters in Cary, North Carolina. As a
result, the Company recorded a non-recurring charge of $0.6 million for employee
termination and other costs related to the relocation of these activities.
INCOME TAXES
The Company provides for income taxes at the end of each interim period
based on the estimated effective tax rate for the full fiscal year for each tax
reporting entity. Cumulative adjustments to the Company's estimate are recorded
in the interim period in which a change in the estimated annual effective rate
is determined.
EARNINGS PER SHARE
Basic and diluted earnings per share are calculated in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings per Share". The
Company had potential common stock equivalents related to its convertible
preferred stock until all such preferred stock converted into common stock in
February 2000 and also has potential common stock equivalents related to
outstanding stock options. These potential common stock equivalents were not
included in diluted earnings per share for all periods because the effect would
have been antidilutive. Accordingly, basic and diluted net loss per share are
the same for all periods presented.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
2000 1999
-------- --------
(in thousands)
<S> <C> <C>
Cash paid during the period for interest $ 29,733 $ 4,498
======== ========
Cash paid during the period for income taxes $ 1,073 $ --
======== ========
</TABLE>
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
2000 1999
-------- --------
(in thousands)
<S> <C> <C>
Common stock issued for acquisitions $109,136 $205,559
======== ========
Preferred stock issued for purchase
of property and equipment $ -- $ 70,000
======== ========
Common stock issued for financing costs $ -- $ 9,000
======== ========
</TABLE>
RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 condensed
consolidated financial statements to conform to the 2000 presentation.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"). SFAS 133 requires that derivative instruments be recognized as
either assets or liabilities in the consolidated balance sheet based on their
fair values. Changes in the fair values of such derivative instruments will be
recorded either in results of operations or in other comprehensive income,
depending on the intended use of the derivative instrument. The initial
application of SFAS 133 will be reported as the effect of a change in accounting
principle.
8
<PAGE> 9
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
SFAS 133 is effective for the Company on January 1, 2001. The Company currently
does not have any derivative instruments that would be impacted by SFAS 133 and
does not expect adoption of SFAS 133 to have a material impact on its
consolidated financial statements.
The Securities and Exchange Commission (the "SEC") has issued Staff
Accounting Bulliten No. 101 "Revenue Recognition" ("SAB No. 101") which provides
the SEC staff's views in applying generally accepted accounting principles to
selected revenue recognition issues. SAB No. 101 will be effective for the
Company on October 1, 2000. The Company does not believe the adoption of SAB No.
101 will be material to its consolidated financial statements.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial reporting and in accordance with the instructions for Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and disclosures normally required by generally accepted
accounting principles for complete financial statements or those normally
reflected in the Company's Annual Report on Form 10-K. The financial information
included herein reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for interim periods. Results of interim periods are not
necessarily indicative of the results to be expected for a full year.
2. ACQUISITION ACTIVITIES
On January 5, 2000, the Company acquired Vertical Properties, Inc. in a
merger for 225,000 shares of SpectraSite's common stock valued at $2.6 million
and repaid Vertical Properties' outstanding indebtedness of $1.5 million.
Vertical Properties was a broadcast tower development company formed to meet the
needs of broadcasters in secondary broadcast markets faced with the complexities
of converting to digital technology through site acquisition, tower placement
and leasing of antenna space.
On January 5, 2000, the Company acquired Apex Site Management Holdings,
Inc. in a merger transaction for 4.5 million shares of SpectraSite's common
stock valued at $55.8 million and 191,465 options to purchase common stock at an
exercise price of $3.58 per share. In addition, SpectraSite issued approximately
1.5 million additional shares of common stock into escrow. The escrow shares
were released back to SpectraSite on August 4, 2000. SpectraSite also used
approximately $6.2 million in cash to repay outstanding indebtedness and other
obligations of Apex in connection with the merger. Apex provides rooftop and
in-building access to wireless carriers.
On January 28, 2000, the Company acquired substantially all of the
assets of International Towers Inc. and its subsidiaries, including S&W
Communications Inc. International Towers owned a broadcast tower manufacturing
facility and, through S&W Communications, provided integrated services for the
erection of broadcast towers, foundations and multi-tenant transmitter
buildings. The Company paid $5.4 million and issued 350,000 shares of
SpectraSite's common stock, valued at $7.1 million, in connection with this
acquisition.
On March 14, 2000, the Company acquired substantially all of the assets
of TelCo Site Services, Inc., which provided network services. SpectraSite
issued 155,000 shares of common stock, valued at $4.2 million, in connection
with the acquisition. On May 2, 2000, the Company acquired substantially all of
the assets of BCS Wireless, Inc. for $2.0 million in cash. BCS was a provider of
network services.
On May 18, 2000, the Company acquired Lodestar Towers, Inc. for
approximately $178.6 million in cash. As of May 18, 2000, Lodestar owned 110
wireless towers and 11 broadcast towers, and managed an additional 120 wireless
towers and 10 broadcast towers.
The acquisitions of Vertical Properties, Apex, International Towers,
TelCo, BCS and Lodestar were accounted for as purchases, and the excess of cost
over fair value of the net assets acquired is being amortized on a straight-line
basis over 15 years. The operations of each are included in the consolidated
statement of operations from the date of acquisition.
9
<PAGE> 10
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma summary for the nine months ended
September 30, 2000 and 1999 presents the condensed consolidated results of
operations as if the 1999 acquisitions of Westower Corporation, Stainless, Inc.
and the Doty Moore companies and the acquisitions made during 2000 discussed
above had occurred as of January 1, 1999. These unaudited pro forma results have
been prepared for comparative purposes only and do not purport to be indicative
of what would have occurred had the acquisitions been made as of January 1, 1999
or of results that may occur in the future.
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
2000 1999
--------- ---------
(in thousands, except
per share amounts)
<S> <C> <C>
Revenues $ 247,897 $ 155,039
Net loss $(113,110) $ (92,554)
Basic and diluted net loss
per common share $ (0.99) $ (3.95)
</TABLE>
On July 17, 2000, the Company acquired 11 broadcast towers from Pegasus
Communications for approximately 1.4 million shares of common stock. Under the
agreement, the Company will build up to five new digital television towers for
Pegasus in the next 12 months.
On August 24, 2000, the Company acquired 12 broadcast towers and 14
other communications towers from GOCOM Holdings, LLC and its subsidiaries for
$28.2 million in cash.
On February 17, 2000, the Company entered into an agreement with
AirTouch Communications and several of its affiliates, under which it agreed to
lease or sublease approximately 430 communications towers for $155.0 million,
subject to adjustment. Under the terms of the agreement and the master sublease,
the Company will manage, maintain and lease the available space on the AirTouch
towers covered by the agreement and located throughout Southern California.
AirTouch will pay a monthly fee per site for its cellular, microwave and paging
facilities. The Company also has the right to lease available tower space to
co-location tenants in specified situations. The Company also entered into a
site marketing agreement with AirTouch to provide AirTouch with certain tower
leasing and marketing services pending the closing until the final closing with
respect to the 430 AirTouch towers. In addition, the Company entered into a
three-year exclusive build-to-suit agreement with AirTouch in Southern
California. Under the terms of the build-to-suit agreement, the Company will
develop and construct locations for wireless communications towers on real
property designated by AirTouch.
The Company expects the AirTouch transaction to close in stages as
certain conditions are met, and the initial closing occurred on August 15, 2000.
The initial closing involved 107 towers for which the Company paid $38.5
million. The Company expects the final closing will occur no later than six
months after the initial closing. At each respective closing, the Company will
pay for the towers included in that closing according to a formula contained in
the master sublease. As partial security for obligations under the master
sublease, the Company deposited $23.0 million into escrow, of which $5.7 million
was released to AirTouch as part of the consideration paid at the initial
closing and the remainder will be released pro rata in connection with
subsequent closings.
3. INVESTMENTS IN AFFILIATES
On April 7, 2000, the Company acquired Ample Design, Ltd. for
approximately $20.2 million. Ample Design provides wireless network development
services in the United Kingdom.
On June 8, 2000, the Company completed a joint venture, pursuant to
which the Company and Transco (the arm of BG Group plc which runs Britains' gas
network) will jointly develop a tower business to support Europe's growing
mobile communications industry. The Company and Transco each own 50% of the
joint venture. Transco transferred existing operational communications towers
and industrial land suitable for construction of new towers into the joint
venture, and the Company provided intellectual property and wireless network
development skills. The Company contributed $164.1 million in cash for future
developments and possible acquisitions. The Company also contributed Ample
Design to the joint venture and incurred other costs related to its investment
for a total investment in the joint venture of $190.0 million. The investment in
the joint venture is accounted for using the equity method.
10
<PAGE> 11
SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
4. DEBT
12 7/8 % SENIOR DISCOUNT NOTES DUE 2010
In March 2000, SpectraSite issued $559.8 million aggregate principal
amount at maturity of senior discount notes due 2010 (the "2010 Notes") for
gross proceeds of $300.0 million. Interest on the 2010 Notes accretes daily at a
rate of 12.875% per annum, compounded semiannually, to an aggregate principal
amount of $559.8 million on March 15, 2005. Cash interest will not accrue on the
2010 Notes prior to March 15, 2005. Commencing March 15, 2005, cash interest
will accrue and be payable semiannually in arrears on each March 15 and
September 15, commencing September 15, 2005, at a rate of 12.875% per annum.
After March 15, 2005, the Company may redeem all or a portion of the 2010 Notes
at specified redemption prices, plus accrued and unpaid interest. On one or more
occasions prior to March 15, 2003, the Company may redeem up to 35% of the
aggregate principal amount at maturity of the 2010 Notes with the net cash
proceeds from one or more equity offerings. The redemption price would be
112.875% of the accreted value on the redemption date. The Company is required
to comply with certain covenants under the terms of the 2010 Notes that restrict
the Company's ability to incur additional indebtedness and make certain
payments, among other things.
10 3/4 % SENIOR NOTES DUE 2010
In March 2000, SpectraSite issued $200.0 million aggregate principal
amount of senior discount notes due 2010 (the "Cash Notes"). The Cash Notes bear
interest at a rate of 10.75% per annum, payable semi-annually in arrears on
March 15 and September 15, commencing September 15, 2000. After March 15, 2005,
the Company may redeem all or a portion of the Cash Notes at specified prices,
plus accrued interest. On one or more occasions prior to March 15, 2003, the
Company may redeem up to 35% of the Cash Notes with the net cash proceeds from
one or more equity offerings. The redemption price would be 110.75% of the
principal amount of the Cash Notes bought, plus accrued interest. The Company is
required to comply with certain covenants under the terms of the Cash Notes that
restrict the Company's ability to incur additional indebtness and make certain
payments, among other things.
5. SHAREHOLDERS' EQUITY
On February 4, 2000, SpectraSite completed an underwritten public
offering of 25,645,000 million shares of common stock for net proceeds of
approximately $411.3 million. As a result of the offering, all outstanding
shares of Series, A, B and C preferred stock automatically converted to common
stock on a share-for-share basis.
On July 28, 2000, SpectraSite completed an underwritten public offering
of 11,000,000 shares of common stock for net proceeds of approximately $220.2
million. On August 2, 2000, the underwriters purchased an additional 1,650,000
shares of common stock pursuant to the exercise of their overallotment option
for net proceeds of $33.2 million.
6. BUSINESS SEGMENTS
The Company operates in two business segments, site leasing and network
services. Prior period information has been restated to reflect the current
business segments. The site leasing segment provides for leasing and subleasing
of antenna sites on multi-tenant towers for a diverse range of wireless
communication services, including personal communication services, paging,
cellular and microwave. The network services segment offers a broad range of
network development services, including network design, tower construction and
antenna installation.
In evaluating financial performance, management focuses on operating
profit (loss), excluding depreciation and amortization and restructuring
charges. This measure of operating profit (loss) is also before interest income,
interest expense, other income (expense) and income taxes. All reported segment
revenues are generated from external customers as intersegment revenues are not
significant.
Summarized financial information concerning the reportable segments as
of and for the three and nine months ended September 30, 2000 and 1999 is shown
in the following table. The "Other" column represents amounts excluded from
specific segments, such as income taxes, corporate general and administrative
expenses, depreciation and amortization, restructuring and other non-recurring
charges and interest. In addition, "Other" also includes corporate assets such
as cash and cash equivalents, tangible and intangible assets and income tax
accounts which have not been allocated to a specific segment.
11
<PAGE> 12
<TABLE>
<CAPTION>
Site Network
Leasing Services Other Total
----------- ----------- --------- -----------
(in thousands)
<S> <C> <C> <C> <C>
THREE MONTHS ENDED SEPTEMBER 30,
2000
Revenues $ 32,395 $ 58,089 $ -- $ 90,484
Income (loss) before income taxes 17,401 9,060 (66,551) (40,090)
Assets 1,204,683 119,635 1,196,547 2,520,865
1999
Revenues $ 16,436 $ 9,644 $ -- $ 26,080
Income (loss) before income taxes 10,944 1,227 (46,564) (34,393)
Assets 691,820 44,832 433,014 1,169,666
NINE MONTHS ENDED SEPTEMBER 30,
2000
Revenues $ 78,341 $ 165,163 $ -- $ 243,504
Income (loss) before income taxes 40,346 20,438 (171,185) (110,401)
Assets 1,204,683 119,635 1,196,547 2,520,865
1999
Revenues $ 29,450 $ 13,967 $ -- $ 43,417
Income (loss) before income taxes 18,930 4,658 (89,997) (66,409)
Assets 691,820 44,832 433,014 1,169,666
</TABLE>
7. THE SBC TOWER TRANSACTION
On August 25, 2000, the Company entered into an agreement to acquire
leasehold and subleasehold interests in approximately 3,900 wireless
communications towers from affiliates of SBC Communications in exchange for
$982.7 million in cash and approximately 14.3 million shares of common stock,
subject to adjustment, valued at $325.0 million. The Company will manage,
maintain and lease available space on the SBC towers and will have the right to
co-locate tenants on the towers. SBC is an anchor tenant on all of the towers
and will pay a monthly fee per tower of $1,400, subject to an annual adjustment.
In addition, the Company entered into a five-year exclusive build-to-suit
agreement with SBC under which it will develop and construct substantially all
of SBC's new towers during the term of the agreement. The SBC transaction will
close in stages, with an initial closing expected in the fourth quarter of 2000
and a final closing in the first half of 2002. At each closing, the Company will
make a pro rata payment of cash and stock to SBC as prepaid rent for the actual
towers subleased.
In connection with the SBC tower transaction, the Company received a
commitment from Canadian Imperial Bank of Commerce and CIBC World Markets Corp.
to provide $1.4 billion under an amended and restated credit facility. The
amendment and restatement of the existing credit facility is expected to be
completed during the fourth quarter of 2000 or the first quarter of 2001.
Trimaran Fund II, L.L.C. and certain other investors participating in
the Trimaran investment program (the "Trimaran group") have agreed to purchase
approximately 3.4 million shares of common stock at a price of $22.00 per share
in a private placement exempt from the registration requirements of the
Securities Act of 1933. In addition, the Trimaran group will receive warrants to
purchase an additional 1.5 million shares of common stock at a price of $28.00
per share. This transaction is subject to certain conditions, including the
negotiation of definitive documentation and is expected to be consummated on or
before the completion of the amendment and restatement of the existing credit
facility.
8. OTHER SUBSEQUENT EVENTS
On October 18, 2000 the Company entered into an agreement to acquire
the U.S. assets and operations of U.S. RealTel, Inc., an international provider
of rooftop and in-building telecommunications access, for $16.5 million in cash.
On October 10, 2000, the Company closed on an additional 38 towers
under its agreement with AirTouch for which the Company paid $13.7 million,
including $2.0 million released from escrow.
12
<PAGE> 13
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
This report contains "forward looking statements" concerning our future
expectations, plans or strategies that involve risks and uncertainties. When we
use the words or phrases "will likely result," "expects" or "will continue," "is
anticipated," "estimated" or similar expressions (including oral confirmations
by our authorized executive officers), these statements are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speaks only as of the date
made. Such statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. Factors that could impact our expectations
include (i) substantial capital requirements and leverage principally as a
consequence of our ongoing acquisition and construction activities, (ii)
dependence on demand for wireless communications services, (iii) the success of
our network development and tower construction programs, and (iv) the successful
integration of assets and businesses we have acquired. We have no obligation to
release publicly the result of any revisions, which may be made to any
forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.
BUSINESS OVERVIEW
We are one of the leading providers of outsourced antenna site and
network services to the wireless communications and broadcast industries. Our
businesses include the ownership and leasing of antenna sites on towers,
managing rooftop and in-building telecommunications access on commercial real
estate, network planning and deployment and construction of towers and related
facilities. As of September 30, 2000, we owned 3,909 towers as compared to 2,765
towers owned at December 31, 1999 and 2,405 towers owned at September 30, 1999.
We also own 50% of SpectraSite-Transco Communications Ltd., a joint venture with
Transco, the arm of BG Group plc that runs Britain's natural gas network.
Historically, we have derived most of our revenues from network
services activities. As a result of recent acquisitions, principally the
acquisition of 2,000 communications towers from Nextel Communications, Inc. in
April 1999 and the merger with Westower Corporation in September 1999, we expect
that network services and antenna site leasing will generate most of our
revenues. We believe that our site leasing business will continue to represent a
substantial portion of our revenues and will continue to grow as we increase our
network of towers.
Our two largest expense line items, other than interest expense and
cost of operations, have been depreciation and amortization and selling, general
and administrative expense. Depreciation expense primarily relates to our
communications towers, which we depreciate over 15 years. In 2000, amortization
expense is primarily due to goodwill associated with the acquisitions of
Westower, Stainless, the Doty Moore companies, Apex and International Towers. We
experienced a significant increase in selling, general and administrative
expense in 2000 as we integrated Westower's operations and increased our
employee base to market and manage our existing towers and to acquire and build
additional towers.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE RESULTS FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 1999.
Consolidated revenues for the three months ended September 30, 2000
were $90.5 million, an increase of $64.4 million from the three months ended
September 30, 1999. Revenues from site leasing increased to $32.3 million for
the three months ended September 30, 2000 from $16.4 million for the three
months ended September 30, 1999 primarily as a result of revenues derived from
communications towers which we acquired or constructed during 1999 and 2000. We
owned 3,909 communications towers at September 30, 2000 compared to 2,405
communications towers at September 30, 1999. The remaining factor contributing
to the increase is an increase in comparable tower revenue in the three months
ended September 30, 2000 for towers that existed as of September 30, 1999 as a
result of new collocation tenants. For the quarter ended September 30, 2000, we
added 450 new collocation tenants to our portfolio of owned towers, resulting in
an annualized rate of 0.52 tenants per tower and an annualized broadband
equivalent rate of 0.55 tenants per tower. Our same tower revenue growth
increased from 37% during the second quarter of 2000 to 43% during the third
quarter, and our average monthly rental was $1,581.
13
<PAGE> 14
Revenues from network services increased to $58.1 million for the three
months ended September 30, 2000, as compared to $9.6 million in the three months
ended September 30, 1999, primarily as a result of revenue generated from
acquisitions in late 1999 and in 2000.
Costs of operations increased to $56.6 million for the three months
ended September 30, 2000 from $11.8 million for the three months ended September
30, 1999. The increase in costs was primarily attributable to operating costs of
communications towers acquired or constructed during 1999 and 2000, to
acquisitions in late 1999 and in 2000 and to the overall growth in operating
activities.
Selling, general and administrative expenses increased to $16.4 million
for the three months ended September 30, 2000 from $12.2 million for the three
months ended September 30, 1999. The increase is a result of expenses related to
additional corporate overhead and field operations to manage and operate the
growth in the ongoing activities of SpectraSite and the acquisitions of
Westower, Stainless, Doty-Moore, International Towers and Apex.
Depreciation and amortization expense increased to $26.2 million for
the three months ended September 30, 2000 from $12.8 million for the three
months ended September 30, 1999 primarily as a result of the increased
depreciation from the towers we have acquired or constructed and amortization of
goodwill related to acquisitions.
For the three months ended September 30, 2000, we recorded non-cash
compensation charges of $0.5 million related to the issuance of stock options
and restricted shares issued to employees. We did not incur non-cash
compensation charges in the quarter ended September 30, 1999.
In September 1999, we announced that we would no longer directly
provide site acquisition services. As a result, we recorded restructuring and
non-recurring charges of $7.1 million, of which $6.2 million was related to the
write-off of goodwill related to the purchase of TeleSite Services, LLC and $0.9
million was related to costs of employee severance.
As a result of the factors discussed above, our loss from operations
was $9.2 million for the three months ended September 30, 2000 compared to $17.9
million for the three months ended September 30, 1999.
Net interest expense increased to $31.2 million during the three months
ended September 30, 2000 from $16.2 million for the three months ended September
30, 1999, reflecting additional interest expense due to the issuance of our 12%
senior discount notes due 2008 in June 1998, our 11 1/4% senior discount notes
due 2009 in April 1999, our 12 7/8% senior discount notes due 2010 in March 2000
and our 10 3/4% senior notes due 2010 in March 2000, as well as borrowings under
our credit facility.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE RESULTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1999.
Consolidated revenues for the nine months ended September 30, 2000 were
$243.5 million, an increase of $200.1 million from the nine months ended
September 30, 1999. Revenues from site leasing increased to $78.3 million for
the nine months ended September 30, 2000 from $29.5 million for the nine months
ended September 30, 1999 primarily as a result of revenues derived from
communications towers which we acquired or constructed during 1999 and 2000. We
owned 3,909 communications towers at September 30, 2000 compared to 2,405
communications towers at September 30, 1999 and 106 at January 1, 1999. The
remaining factor contributing to the increase is an increase in comparable tower
revenue in the nine months ended September 30, 2000 for towers that existed as
of September 30, 1999 as a result of new collocation tenants.
Revenues from network services increased to $165.2 million for the nine
months ended September 30, 2000, as compared to $14.0 million in the nine months
ended September 30, 1999, primarily as a result of revenue generated from
acquisitions in late 1999 and in 2000.
Costs of operations increased to $158.4 million for the nine months
ended September 30, 2000 from $17.8 million for the nine months ended September
30, 1999. The increase in costs was primarily attributable to operating costs of
the communications towers acquired or constructed during 1999 and 2000, to
acquisitions in late 1999 and in 2000 and to the overall growth in operating
activities.
Selling, general and administrative expenses increased to $46.5 million
for the nine months ended September 30, 2000 from $21.7 million for the nine
months ended September 30, 1999. The increase is a result of expenses related to
additional corporate overhead and field operations to manage and operate the
growth in the ongoing activities of SpectraSite and acquisitions.
14
<PAGE> 15
Depreciation and amortization expense increased to $68.9 million for
the nine months ended September 30, 2000 from $21.8 million for the nine months
ended September 30, 1999 primarily as a result of the increased depreciation
from the towers we have acquired or constructed and amortization of goodwill
related to acquisitions.
For the nine months ended September 30, 2000, we recorded non-cash
compensation charges of $1.3 million related to the issuance of stock options
and restricted shares issued to employees. We recorded non-cash compensation
charges of $0.2 million in the nine months ended September 30, 1999 related to
restricted shares of common stock issued to an employee.
In March 1999, we announced that we would relocate our marketing and
administrative operations from Little Rock, Arkansas and Birmingham, Alabama to
our corporate headquarters in Cary, North Carolina. As a result, we recorded a
restructuring and non-recurring charge of $0.6 million for employee termination
and other costs related to the relocation of these activities. In September
1999, we announced that we would no longer directly provide site acquisition
services. As a result, we recorded restructuring and non-recurring charges of
$7.1 million, of which $6.2 million was related to the write-off of goodwill
related to the purchase of TeleSite Services, LLC and $0.9 million was related
to costs of employee severance.
As a result of the factors discussed above, our loss from operations
was $31.6 million for the nine months ended September 30, 2000 compared to $25.8
million for the nine months ended September 30, 1999.
Net interest expense increased to $78.2 million during the nine months
ended September 30, 2000 from $40.3 million for the nine months ended September
30, 1999, reflecting additional interest expense due to the issuance of our 12%
senior discount notes due 2008 in September 1998, our 11 1/4% senior discount
notes due 2009 in April 1999, our 12 7/8% senior discount notes due 2010 in
March 2000 and our 10 3/4% senior notes due 2010 in March 2000, as well as
borrowings under our credit facility.
LIQUIDITY AND CAPITAL RESOURCES
SpectraSite Holdings is a holding company whose only significant assets
are the outstanding capital stock of its subsidiaries, SpectraSite
Communications and SpectraSite International. Our only source of cash to pay
interest on and principal of our debt is distributions from SpectraSite
Communications or SpectraSite International. Prior to July 15, 2003, interest
expense on the 2008 notes will consist solely of non-cash accretion of an
original issue discount, and the notes will not require annual cash interest
payments. After such time, the 2008 notes will have accreted to approximately
$225.2 million and will require semi-annual cash interest payments of $13.5
million. In addition, the notes mature on July 15, 2008. Similarly, the 2009
notes will not require cash interest payments prior to October 15, 2004 and
mature on April 15, 2009. On April 15, 2004, the 2009 notes will have accreted
to $586.8 million and will require semi-annual cash interest payments of $33.0
million. The 2010 discount notes will not require cash interest payments prior
to October 15, 2005 and mature March 15, 2010. On March 15, 2005, the 2010
discount notes will have accreted to $559.8 million and will require semi-annual
cash interest payments of $36.0 million. The 2010 cash notes require semi-annual
cash interest payments of $10.75 million and mature March 15, 2010. Furthermore,
our credit facility provides for periodic principal and interest payments.
Our ability to fund capital expenditures, make scheduled payments of
principal of, or to pay interest on, our debt obligations, and our ability to
refinance any such debt obligations, including the 2008 notes, 2009 notes and
2010 notes or to fund planned capital expenditures, will depend on our future
performance, which, to a certain extent is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond our control. Our business strategy contemplates substantial capital
expenditures, primarily to fund the construction and acquisition of additional
towers. We believe that cash flow from operations, available cash and
anticipated available borrowings under our credit facility will be sufficient to
fund capital expenditures and future acquisitions for the foreseeable future.
However, if acquisitions or other opportunities present themselves more rapidly
than we currently anticipate or if our estimates prove inaccurate, we may seek
additional sources of debt or equity or reduce the scope of tower construction
and acquisition activity. We cannot assure you that we will generate sufficient
cash flow from operations, or that future borrowings or equity financing will be
available, on terms acceptable to us, in amounts sufficient to service our
indebtedness and make anticipated capital expenditures.
We currently have $200.0 million outstanding and $300.0 million
available under our existing credit facility to fund new tower construction or
acquisition activity. The weighted average interest rate on outstanding
borrowings under our credit facility as of September 30, 2000 was 9.83%. The
facility also requires compliance with certain financial covenants. At September
30, 2000, we were in compliance with these covenants. In addition, our cash and
cash equivalents were $418.9 million at September 30, 2000.
15
<PAGE> 16
CASH FLOWS
For the nine months ended September 30, 2000, cash flows used in
operating activities were $19.4 million as compared to cash flows provided by
operating activities of $19.7 million for the nine months ended September 30,
1999. The change is primarily attributable to increased working capital needs to
support the growing operations of the business partially offset by the favorable
cash flow generated from earnings before interest, depreciation and
amortization.
For the nine months ended September 30, 2000, cash flows used in
investing activities were $759.3 million compared to $682.1 million for the nine
months ended September 30, 1999. In the nine months ended September 30, 2000,
SpectraSite invested $354.1 million in purchases of property and equipment and
deposits on future acquisitions, primarily related to the acquisition of
communications towers. In addition, we used an aggregate of $204.6 million in
connection with our acquisitions of Lodestar, Telco, Apex and Vertical
Properties and the acquisition of substantially all of the assets of
International Towers and BCS Wireless. We also invested $197.4 million in
affiliates, primarily related to our joint venture with Transco. In the nine
months ended September 30, 1999, we invested $614.5 million in purchases of
property and equipment and deposits on future acquisitions, primarily related to
the acquisition of wireless towers from Nextel. In addition, we used $78.7
million in connection with our acquisition of Westower in September 1999.
In the nine months ended September 30, 2000, cash flows provided by
financing activities were $1,159.8 million as compared to $683.1 million in the
nine months ended September 30, 1999. The cash provided by financing activities
in 2000 was attributable to the proceeds from the issuance of common stock, the
2010 discount notes and the 2010 cash notes. The cash provided by financing
activities in 1999 was primarily attributable to the proceeds from the issuance
of preferred stock, the 2009 discount notes and from borrowing under the credit
facility.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". SFAS 133 requires that derivative instruments be recognized as
either assets or liabilities in the consolidated balance sheet based on their
fair values. Changes in the fair values of such derivative instruments will be
recorded either in results of operations or in other comprehensive income,
depending on the intended use of the derivative instrument. The initial
application of SFAS 133 will be reported as the effect of a change in accounting
principle. SFAS 133 is effective for all fiscal years beginning after June 15,
2000. We currently do not have any derivative instruments that would be impacted
by SFAS 133, so we do not expect adoption of SFAS 133 to have a material impact
on our consolidated financial statements.
The SEC has issued Staff Accounting Bulliten No. 101 "Revenue
Recognition" which provides the SEC staff's views in applying generally accepted
accounting principles to selected revenue recognition issues. SAB No. 101 will
be effective for us on October 1, 2000. We do not believe the adoption of SAB
No. 101 will be material to its consolidated financial statements.
ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We use financial instruments, including fixed and variable rate debt,
to finance our operations. The information below summarizes our market risks
associated with debt obligations outstanding as of September 30, 2000. The
following table presents principal cash flows and related weighted average
interest rates by fiscal year of maturity. Variable interest rate obligations
under our credit facility are not included in the table. We have no long-term
variable interest obligations other than borrowings under our credit facility.
<TABLE>
<CAPTION>
Expected Maturity Date
------------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Long-term obligations:
Fixed rate................. $ - $ - $ - $ - $ - $1,081,961 $1,081,961
Average interest rate...... - - - - - 11.75% 11.75%
</TABLE>
16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In July 2000, SpectraSite Holdings issued 1,373,545 shares of
unregistered common stock to Pegasus Communications Corporation in
exchange for certain broadcast tower assets. The issuance of these
securities was deemed to be exempt from registration under the
Securities Act of 1933 in reliance on Section 4(2) of the Securities
Act as a transaction by an issuer not involving a public offering.
Pegasus represented its intention to acquire the securities for
investment only and not with a view to or for sale in connection with
any distribution thereof and appropriate legends were affixed to the
instruments representing such securities. Pegasus had adequate access
to information about SpectraSite.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Agreement to Sublease, dated as of August 25, 2000, by and among SBC
Wireless, Inc., for itself and on behalf of the Sublessor Entities,
SpectraSite Holdings, Inc. and Southern Towers, Inc. (incorporated by
reference to Exhibit 10.1 to the Form 8-K of SpectraSite Holdings,
Inc., dated August 25, 2000 and filed August 31, 2000).
3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.9 filed with the registration statement on Form
S-4 (File No. 333-67043) of SpectraSite Holdings, Inc.).
3.2 Amended Bylaws (incorporated by reference to Exhibit 3.8 filed with the
registration statement on Form S-1 (File No. 333-93873) of SpectraSite
Holdings, Inc.).
3.3 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of SpectraSite Holdings, Inc., dated August 31, 1999
(incorporated by reference to Exhibit 3.10 to the Form 8-K of
SpectraSite Holdings, Inc., dated September 2, 1999 and filed September
17, 1999).
4.1 Indenture, dated as of June 26, 1998, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.1 filed with the registration
statement on Form S-4 (File No. 333-67043) of SpectraSite Holdings,
Inc.).
4.2 First Supplemental Indenture, dated as of March 25, 1999, between
SpectraSite Holdings, Inc. and United States Trust Company of New York,
as trustee (incorporated by reference to Exhibit 4.2 filed with the
registration statement on Form S-4 (File No. 333-67043) of SpectraSite
Holdings, Inc.).
4.3 Second Supplemental Indenture, dated as of June 6, 2000, between
SpectraSite Holdings, Inc. and United States Trust Company of New York,
as trustee (incorporated by reference to Exhibit 4.1 of the current
report on Form 8-K dated June 6, 2000 and filed June 21, 2000).
4.4 Indenture, dated as of April 20, 1999, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.3 filed with the registration
statement on Form S-4 (File No. 333-67043) of SpectraSite Holdings,
Inc.).
17
<PAGE> 18
4.5 Indenture, dated as of March 15, 2000, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.4 filed with the registration
statement on Form S-4 (File No. 333-35094) of SpectraSite Holdings,
Inc.).
4.6 Indenture, dated as of March 15, 2000, between SpectraSite Holdings,
Inc. and United States Trust Company of New York, as trustee
(incorporated by reference to Exhibit 4.5 filed with the registration
statement on Form S-4 (File No. 333-35094) of SpectraSite Holdings,
Inc.).
4.7 Second Amended and Restated Registration Rights Agreement, dated as of
April 20, 1999 (incorporated by reference to Exhibit 10.5 to the
registration statement on Form S-4 (File No. 333-67043) of SpectraSite
Holdings, Inc.).
4.8 Third Amended and Restated Stockholders' Agreement, dated as of April
20, 1999 (incorporated by reference to Exhibit 10.6 to the registration
statement on Form S-4 (File No. 333-67043) of SpectraSite Holdings,
Inc.).
4.9 Joinder Agreement to SpectraSite Restated Registration Rights
Agreement, dated January 5, 2000 (incorporated by reference to Exhibit
10.36 to the registration statement on Form S-1 (File No. 333-93873) of
SpectraSite Holdings, Inc.).
27.1 Financial Data Schedule for the nine months ended September 30, 2000.
(b) Reports on Form 8-K
An Item 5 report on Form 8-K, dated August 25, 2000, was filed
on August 31, 2000 to announce (i) the execution of an agreement with
SBC Communications, Inc. to lease approximately 3,900 communications
towers from SBC and (ii) the execution of a letter of intent with
Trimaran Fund II, L.L.C. pursuant to which Trimaran agreed to purchase
approximately 3.4 million shares of SpectraSite Holdings' common stock
at a price of $22.00 per share in a private placement exempt from the
registration requirements of the Securities Act of 1933.
An Item 7 report on Form 8-K was dated and filed on August 18,
2000 for the purpose of providing historical financial statements of
Westower Corporation and certain predecessor entities and certain
unaudited pro forma financial data for the year ended December 31,
1999. The historical financial statements included: (i) unaudited
consolidated financial statements of Westower Corporation as of
September 30, 1998 and for the seven months then ended, (ii)
consolidated financial statements of Westower Corporation as of
February 28, 1997 and February 28, 1998 and for the three years ended
February 28, 1998, (iii) financial statements of Cord Communications,
Inc. as of June 30, 1998 and for the two years ended June 30, 1998, and
(iv) financial statements of Summit Communications, LLC as of December
31, 1997 and for the period from May 24, 1997 (inception) to December
31, 1997. The pro forma financial information included unaudited pro
forma statement of operations data for the year ended December 31, 1999
reflecting the Westower merger and certain other transactions as if
such transactions had occurred on January 1, 1999.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of the 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 10, 2000 SPECTRASITE HOLDINGS, INC.
(Registrant)
/s/ DAVID P. TOMICK
--------------------------------------------
David P. Tomick
Executive Vice President and
Chief Financial Officer
/s/ DANIEL I. HUNT
--------------------------------------------
Daniel I. Hunt
Vice President- Finance and
Administration, Principal
Accounting Officer
19
