UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the fiscal year ended December 31, 2003

OR

For the transition period fromto

Commission file number: 000-30110

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Class A common stock $.01 par value

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 daysdays.    Yesx  No¨

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$132.2 million as of June 28, 2002. 30, 2003.

The number of shares outstanding of the Registrant’s common stock (as of March 14, 2003)10, 2004):

Class A common stock - 45,670,043stock—56,017,207 shares
Class B common stock - 5,455,595 shares

Documents Incorporated By Reference

Portions of the Registrant’s definitive proxy statement for its 20032004 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, 2002,2003, are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

PART I

ITEM 1.

ITEM 1.    BUSINESS

General

We are a leading independent owner and operator of over 3,000 wireless communications towers in the continentaleastern third of the United States, Puerto Rico and the U.S. Virgin Islands.States. We generate revenues from our two primary businesses, site leasing and site development. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own or manage for or lease from others. The towers that we own have either been builtconstructed by us at the request of a wireless carrier, or built or acquiredconstructed based on our own initiative.initiative or acquired. We have built approximately 60% of our currently owned towers. As of December 31, 2002,2003, we owned or managed 3,877 towers.3,093 towers of which 3,032 are in continuing operations. 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.own wireless service networks. Since our founding in 1989, we have participated in the development of more than 20,00025,000 antenna sites in 49 of the 51 major wireless markets in the United States.

Recent DevelopmentsSite Leasing Services

 As

Our primary focus is the leasing of antenna space on our multi-tenant towers to a resultvariety of certain estimateswireless service providers under long-term lease contracts. We believe that over the long term our site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of use and network coverage requirements. We lease antenna space on the towers we have constructed, the towers we have acquired, and the towers we lease, sublease and/or manage for third parties. Our site leasing revenue comes from a variety of wireless carrier tenants, including AT&T Wireless, Cingular Wireless, Nextel, Sprint PCS, T-Mobile, and Verizon Wireless, and we believe our current tower portfolio positions us to take advantage of wireless carriers’ antenna and equipment deployment. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal capital expenditures. We expect to grow our cash flows by adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring carriers to bear the cost of tower modifications. Because our towers are strategically positioned and our expectations thatcustomers typically do not re-locate, we will not comply with onehave historically experienced low customer churn as a percentage of revenue. Our lease contracts typically have terms of five years or more of the financial covenants ofwith multiple term tenant renewal options and provide for annual rent escalators. We are focusing 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 beleasing activities 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 levelStates where substantially all 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.are located. Additionally, due to the relatively young age and mix of our tower portfolio, we believeexpect future expenditures required to maintain these towers will be minimal.low.

The following chart shows the number of towers we built for our own account, the number of towers we acquired, the number of towers we reclassified or disposed of, the number of towers held for sale and the number of tenants at year-end on our towers owned for the periods indicated:indicated, before discontinued operations treatment:

Our executive, corporate development, accounting, finance, human resources, legal and other telecommunications providersregulatory, information technology and site administration personnel, and our proven operating experience.  Additionally, we have a broad national field organization that allows us to identifynetwork operations center are located in our headquarters in Boca Raton, Florida. Certain sales, new tower build support and participatetower maintenance personnel are also located in site development projects across the country and that gives us knowledge of local markets and enhances our customer relationships.   Boca Raton office.

          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 manymost of the largest wireless service providers. The majority of our contracts have been for PCS, broadband,enhanced specialized mobile radio, or ESMR, and cellular customers.providers of wireless telephony services. We also serve wireless data and Internet, paging, PCS narrowband, SMR,specialized mobile radio, 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 developmentleasing and site leasingdevelopment revenues. ForOf our total 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%2003, the following three customers represented at least 10% 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%total revenues:

Of our site development revenues.  In addition,total revenues for the year ended December 31, 2002, AT&T Wireless provided 15.7%the following three customers represented at least 10% of our site leasing revenues.  For the year ended December 31, 2001, Nextel provided 10.4% of our site leasing revenues.total revenues:

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

UbiquiTel, Inc.

IWO

US Cellular

Lucent

US Unwired

MA/COM

Verizon

Sales and Marketing

Our sales and marketing goals are:are to:

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.our customers. 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 at the regional and local levels 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-basedrevenue and gross profit-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 onat 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 and several of the other tower companies 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 fourfive large independent tower companies, American Tower Corporation, Crown Castle International Corp., Pinnacle HoldingsGlobal Signal, Inc. and, SpectraSite, Inc., and AAT Communications Corp., 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,Alcoa Fujikura Ltd., Bechtel Corporation, Black & Veach Corporation, General Dynamics Corporation, LCC International, Inc. and Westower.Wireless Facilities, Inc. 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,December 31, 2003, we had approximately 650600 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”)FCC and the Federal Aviation Administration (“FAA”)FAA regulate antenna towers used forand structures that support wireless communications.communications and radio or television antennas. Many FAA requirements are implemented in FCC regulations. These regulations govern the construction, and markinglighting and painting or other marking of towers and structures and may, depending on the characteristics of particular towers or structures, require prior approval and registration of towers.towers or structures. Wireless communications devicesequipment and radio or television stations operating on towers or structures are separately regulated and independently licensed basedmay require independent licensing depending 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 forinvolving new or modified towers.antenna towers or structures. These standards mandate that the FCC and the FAA consider the height of the proposed tower structures,or structure, the relationship of the tower or structure to existing natural or man-made obstructions and the proximity of the towerstower or structure to runways and airports. Proposals to construct or to modify existing towers or structures 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. TowersAntenna towers that meet certain height and location criteria must also be

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registered with the FCC. A tower or structure 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.painting. Owners of wireless transmissioncommunications antenna towers and structures may have an obligation to maintain marking, painting and lighting to conform toor other marking in conformance with FAA and FCC standards. TowerAntenna tower and structure 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 tower or 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 betweenamong 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 antenna towers and structures may be subject to, and therefore must comply with, environmental laws. Any licensed radio facility on aan antenna tower or structure is subject to environmental review pursuant to the National Environmental Policy Act of 1969, among other statutes, which requires federal agencies to evaluate the environmental impactsimpact of their decisions under certain circumstances. The FCC has issued regulations implementing the National Environmental Policy Act. These regulations place responsibility on each applicantapplicants to investigate any potential environmental effects of their operations and to disclose any potential significant effects on the environment in an environmental assessment prior to constructing a tower.or modifying an antenna tower or structure and prior to commencing operation of wireless communications or radio or television stations from the tower or structure. In the event the FCC determines the proposed towerstructure or operation would have a significant environmental impact based on the standards the FCC has developed, the FCC would be required to prepare an environmental assessment,impact statement, which will be subject to public comment. This process could significantly delay the registration of a particular tower.tower or structure.

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 or structure placement, including pre-construction environmental studies. Operators of towers or structures must also take into consideration certain RFradio frequency (“RF”) emissions regulations that impose a variety of procedural and operating requirements. Certain proposals to operate wireless communications and radio or television stations from antenna towers and structures are also reviewed by the FCC to ensure compliance with requirements relating to human exposure to RF emissions. Exposure to high levels of RF energy can produce negative health effects. The potential connection between low-level RF emissionsenergy 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 and structure owners to obtain approval from local officials or community standards organizations prior to tower or structure construction and establish regulations regarding maintenance and removal of towers.towers or structures. In addition, many local zoning authorities require tower and structure owners to post bonds or cash collateral to secure their removal obligations. Local zoning authorities generally have been unreceptive to construction of new transmissionantenna towers and structures in their communities because of the height and visibility of the towers or structures, and have, in some instances, instituted moratoria.

Backlog

Our backlog of pending leases for antenna space on our towers varies from time to time and reflects the relatively short-cycle of three to six months of the antenna space leasing process. Leasing backlogs vary widely within a fiscal quarter, and are generally lowest on the last day of a quarter as our customers strive to meet their own quarterly antenna site deployment goals. As of December 31, 2003 we had136 new leases and 15 amendments which had been executed with customers but which had not begun generating revenue. These leases contractually provided for approximately $2.8 million of annual revenues. As of December 31, 2002 we had150 new leases and 9 amendments which had been executed with customers but which had not begun generating revenue. These leases contractually provided for approximately $3.3 million of annual revenues.

Our backlog for site development services was $29.2approximately $80 million as of December 31, 20022003 as compared to $58.8approximately $29 million as of December 31, 2001.2002. The increase in 2003 is attributable to a contract received from Sprint for site development work which is expected to result in revenues of $70 million to $90 million over a two year period of which approximately $60 million is reflected in backlog as of December 31, 2003. We had no backlog for pending tower acquisitions as of December 31, 20022003.

Risks Related to Our Business

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 ability to service our debt obligations will depend on our future operating performance. Our earnings were insufficient to cover our fixed charges for the year ended December 31, 2003 by $162 million and $184 million for the year ended December 31, 2002. Subsequent to December 31, 2003 we obtained a new senior credit facility. A portion of the proceeds from this facility were used to repay the then existing credit facility, to purchase 12% senior discount notes in the open market, to redeem all 12% senior discount notes outstanding on March 1, 2004, and to repurchase 10¼% senior notes in the open market. As adjusted for these transactions, we would require approximately $53.5 million of cash flow from operating activities (before net cash interest expenses) to discharge our cash interest and principal obligations for the year ending December 31, 2004. By comparison, for the year ended December 31, 2003, we generated $56.7 million of cash flow from operations (before net cash interest expenses). 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 or subject us to additional costs or restrictions on our ability to manage our business and as compareda result could have a material adverse effect on our financial condition and growth strategy.

We may not have sufficient liquidity or cash flow from operations to 145 towers asrepay the remaining amount of our outstanding senior credit facility, our 10¼% senior notes and our 9¾% senior discount notes upon their respective maturities in 2008, 2009 and 2011. Therefore, prior to the maturity of our outstanding debt we may be required to refinance and/or restructure some or all of this debt. There can be no assurance that we will be able to refinance or restructure this debt on acceptable terms or at all. If we were unable to refinance, restructure or otherwise repay the principal amount of this debt upon its maturity, we may need to sell assets, cease operations and/or file for protection under the bankruptcy laws.

As of December 31, 2001.  Additionally,2003, adjusted for the transactions discussed above, we would have had a backlog for 15 new tower builds asapproximately $21 million of December 31, 2002 as comparedadditional borrowing capacity under our senior credit facility, subject to 400 asmaintenance covenants, borrowing base limitations and other conditions. Furthermore, we and our subsidiaries may be able to incur significant additional indebtedness in the future, subject to the restrictions contained in our debt instruments, some of December 31, 2001.which may be secured debt.

AvailabilityWe are dependent on the financial stability of Reportsour customers and Other Informationany deterioration in their financial condition may reduce the demand for our services which would adversely affect our growth strategy, revenues and financial condition.

Our corporate website is www.sbasite.com.  We make available, freebusiness depends on the financial stability of charge,our customers. The economic slowdown and intense competition in the wireless and telecommunications industries over the past several years have impaired the financial condition of some of our customers, certain of which operate with substantial leverage and certain of which have filed or may file for bankruptcy. The financial uncertainties facing our customers could reduce demand for our communications sites, increase our bad debt expense and reduce prices on new customer contracts. This could affect our ability to satisfy our obligations.

In addition, we may be negatively impacted by our customers’ limited access to debt and equity capital. Recently when capital market conditions were difficult for the telecommunications industry, wireless service providers conserved capital by not spending as much as originally anticipated to finance expansion activities. This decrease adversely impacted demand for our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14Aservices and consequently our financial condition. As a result, we adjusted our business during 2002 and early 2003 to significantly reduce and subsequently suspend any material investment for new towers and our site development activities. If our customers are not able to access the capital markets in the future, our growth strategy, revenues and financial condition may again be adversely affected.

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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 FACTORSOur substantial indebtedness may negatively impact our ability to implement our business plan.

Our substantial indebtedness may negatively impact our ability to implement our business plan. For example, it could:

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 discountoutstanding notes each contain certain restrictive covenants. Among other things, these covenants restrict our ability to to:

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 one of our senior credit facility willdebt instruments would also cause a cross-default under both of our indentures.other debt instruments.

SBA Telecommunications,Senior Finance Inc. (“SBA Telecommunications”Senior Finance”), our principal subsidiary which owns, directly or indirectly, all of the common stock of our otheroperating subsidiaries, is the borrower under our senior credit facility. The senior credit facility requires SBA TelecommunicationsSenior Finance to maintain specified financial ratios, including ratios regarding SBA Telecommunications’ consolidatedSenior Finance’s debt coverage,to annualized operating cash flow, 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).  Thequarter. In addition, the senior credit facility also contains affirmative andadditional negative covenants which,that, among other things, require us to submit audited financial statements without a “going-concern” qualification in the audit opinion and restrictsrestrict our ability to incur debt and liens, sell assets, commit to capital expenditures enter into affiliate transactions or sale-leaseback transactions, and/orand build towers without anchor tenants. Our ability to meet these financial ratios and tests and comply with these covenants 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

Upon the occurrence 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 ofany default, 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 inunder our 10¼% senior notes and our 12% senior discount notes,indentures, 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 discountoutstanding 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, ourthe senior credit 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 In such an event of default, 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.”

          Weassets 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 forobligations under 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.notes.

 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 othercombine their operations to a significant degree, our growth, our revenue and our ability to generate positive cash flow could be adversely affected.

 Significant

Demand for our services may decline if there is significant consolidation among our wireless service provider customers as they may result in reducedthen reduce capital expenditures in the aggregate because themany of their existing networks of many wireless carriers overlap, as do theirand 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.plans overlap. 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 terminatenot renew 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. In February 2004, Cingular Wireless and AT&T Wireless entered into an agreement by which Cingular would acquire AT&T in a transaction anticipated to close in late 2004 or 2005. As of December 31, 2003 Cingular and AT&T were both tenants on 287 of our 3,032 towers. The contractual revenue generated by both of these tenants on these 287 towers at December 31, 2003 was approximately $12 million. If, as a result of this transaction, Cingular were not to renew duplicate leases, we could lose up to 50% of such revenue. The average remaining contractual life of such duplicate leases was approximately 3 years.

Similar consequences may occur if wireless service providers engage in extensive sharing or roaming or resale arrangements as an alternative to leasing our antenna space. 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 theour site development services side of our business. The loss of any significant customer could have a material adverse effect on our revenue.

 Following

The following is a list of significant customers and the percentage of our total revenues for the specified time periods derived from suchthese 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.segments:

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 5five years renewable for five 5-yearfive-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,Furthermore, our existing customers may not continue to engage us for additional projects.

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We may not secure as many site leasing tenants as planned or our lease rates may decline.

If tenant demand for tower space or our lease rates for new tenants decrease, 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 financial and other contractual obligations. Our plan for the growth of our site leasing business largely depends on our management’s expectations and assumptions concerning future tenant demand and potential lease rates for independently owned towers.

Due to the long-term expectations of revenue from our tenant leases, the tower industry iswe are very sensitive to the creditworthiness of itsour 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 thelower than anticipated lease revenues, or in a reduced ability of these customers to finance expansion activities.revenues. 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 collectibilitycollectability of our accounts receivable.

Our quarterly operating results for our site development services 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 fluctuatefluctuates 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 site development services fluctuates, we incur significant fixed costs, such as maintaining a staff and office space in anticipation of future contracts. TheIn addition, the timing of revenues is difficult to forecast because our sales cycle may be relatively long andlong. Therefore, we may depend on factors such as the size and scope of assignments, budgetary cycles and pressures and general economic conditions. In addition, under lease terms typicalnot be able to adjust our cost structure in the tower industry, revenue generated by new tenant leases usually commences upon installation of the tenant’s equipment on the tower rather than upon execution of the lease, which can be 90 days or more after the execution of the lease.a timely basis to adjust to market slowdowns.

We are not profitable and expect to continue to incur losses.

We are not profitable. The following chart shows the net losses we incurred for the periods indicated:

Our losses are principally due to significant interest expense and depreciation and amortization in each of the years 2002, 2001periods presented above. We recorded an asset impairment charge of $17.0 million, a charge associated with the write-off of deferred financing fees and 2000,loss on extinguishment of debt of $24.2 million, and a restructuring charge of $2.5 million during the year ended December 31, 2003. Additionally, we recognized a loss, net of taxes, of approximately $7.7 million for the year ended December 31, 2003 in connection with discontinued operations. We recorded restructuring and other charges of $77.6$47.8 million, and $24.4 million in 2002 and 2001, respectively, and an $80.6a $60.7 million charge related to the cumulative effect of change in accounting principle in 2002 related to the adoption of SFAS No. 142.

          We expect to continue to have significant losses in 2003.  Interest expense and depreciation charges will continue to be substantial in 2003.  We also expect to incur additional restructuring expenses and to record an expense associated with the cumulative effect of a change in accounting principle related to the adoption of SFAS No. 143.  Furthermore,142, and an asset impairment charge of $25.5 million in connectionthe year ended December 31, 2002. We recorded restructuring and other charges of $24.4 million in the year ended December 31, 2001.

In 2004, we expect to incur material additional charges for the write-off of deferred financing fees and extinguishment of debt associated with the anticipated salesenior credit facility refinancing, 10¼% senior note repurchases and 12% senior discount note repurchases and redemptions which occurred subsequent to December 31, 2003. Interest expense and depreciation charges will continue to be substantial in the future.

Increasing competition in the tower industry may adversely affect us.

Our industry is highly competitive, particularly with respect to securing quality tower assets and adequate capital to support tower networks. Competitive pressures for tenants on their towers from these competitors could adversely affect our lease rates and services income. In addition, the loss of existing customers or the failure to attract new customers would lead to an accompanying adverse effect on our revenues, margins and financial condition. Increasing competition could also make the acquisition of quality tower assets more costly.

We compete with:

Wireless service providers that own and operate their own tower networks and several of the 679 towers on May 9, 2003,other tower companies generally are substantially larger and have greater financial resources than we anticipate recognizingdo. 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.

The site development market includes participants from a variety of market segments offering individual, or combinations of, competing services. We believe that a company’s experience, track record, local reputation, price and time for completion of a project have been and will continue to be the most significant competitive factors affecting the site development business.

The loss of approximately $6.5 million.

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 As

Our success depends to a resultsignificant extent upon performance and active participation of our key personnel. We cannot guarantee that we will be successful in retaining the services of these factors,key personnel. We have employment agreements with Jeffrey A. Stoops, our President and Chief Executive Officer, Kurt L. Bagwell, our Senior Vice President and Chief Operating Officer, and Thomas P. Hunt, our Senior Vice President and General Counsel. We do not have employment agreements with any of our other key personnel. If we were to lose any key personnel, we may not be able to find an appropriate replacement on a timely basis and our results of operations could be negatively affected. We do not currently have incurred,a permanent Chief Financial Officer, and expectif we are unable to continuetimely hire one, our business may be negatively impacted. Further, the loss of a significant number of employees or our inability to incur significant losses.hire a sufficient number of qualified employees could have a material adverse effect on our business.

New technologies and their use by carriers may have a material adverse effect on our growth rate and results of operations.

The emergence of new technologies could reduce the demand for space on our towers. For example, the development of and use of products that would permit multiple wireless carriers to use a single antenna, share networks or increase the range and capacity of an antenna could reduce the number of antennas needed by our customers. This could have a material adverse effect on our growth rate and results of operations.

Our costs could increase and our revenues could decrease due to perceived health risks from radio frequency (“RF”) energy.

The government imposes requirements and other guidelines on our towers relating to RF energy. Exposure to high levels of RF energy can cause negative health effects.

The potential connection between exposure to low levels of RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. According to the Federal Communications Commission (“FCC”), the results of these studies to date have been inconclusive. However, public perception of possible health risks associated with cellular and other wireless communications media could slow the growth of wireless companies, which could in turn slow our growth. In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless communications services. Moreover, if a connection between exposure to low levels of RF energy and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims. If we were subject to claims relating to RF energy, even if such claims were not ultimately found to have merit, our financial condition would be materially and adversely affected.

Our business is subject to government regulations and changes in current or future regulations could harm our business.

We are subject to federal, state and local regulation of our business. BothIn particular, both the FCCFederal Communications Commission (“FCC”) and the FAAFederal Aviation Administration (“FAA”) regulate the construction and maintenance of antenna towers used forand structures that support wireless communications and radio and television antennae.antennas. In addition, the FCC separately licenses and regulates wireless communication devicescommunications equipment and television and radio stations operating from towers. Suchsuch towers and structures. FAA and FCC regulations controlgovern construction, lighting, painting and marking of towers and structures and may, depending on the characteristics of the tower or structure, require registration of the tower facilities.or structure. Certain proposals to construct new towers or structures or to modify existing towers or structures are reviewed by the FAA to ensure that the tower or structure will not present a hazard to air navigation. Tower

Antenna tower owners and antenna structure owners may have an obligation to mark or paint towers or structures or install lighting to conform to FAA standards and to maintain such marking, painting and lighting. TowerAntenna tower owners and antenna structure owners may also bear the responsibility of notifying the FAA of any tower lighting failures.outages. Certain proposals to operate wireless communications and radio or television stations from antenna towers and structures are also reviewed by the FCC to ensure compliance with environmental impact requirements. Failure to comply with existing or future applicable requirements may lead to civil penalties or other liabilities and may subject us to significant indemnification liability to our customers against any such failure to comply. In addition, new regulations may impose additional costly burdens on us, which may affect our revenues and cause delays in our growth.

Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers, vary greatly, but typically require antenna tower owners and antenna structure owners to obtain approval from local officials or community standards organizations prior to tower or structure construction or modification. Local regulations can delay, prevent, or increase the cost of new tower construction, co-locations, or site upgrade projects, thereby limiting our ability to respond to customer demand. In addition, new regulations may be adopted that increase delays or result in additional costs to us. These factors could have a material adverse effect on our future growth and operations.

Our towers are subject to damage from natural disasters.

Our towers are subject to risks associated with natural disasters such as tornadoes hurricanes and earthquakes.hurricanes. We maintain insurance to cover the estimated cost of replacing damaged towers, but these insurance policies are subject to loss limits and deductibles. We also maintain third party liability insurance, subject to deductibles, to protect us in the event of an accident involving a tower. A tower accident for which we are uninsured or underinsured, or damage to a tower or groupsignificant number of our towers, could require us to make significant capital expenditures and may have a material adverse effect on our operations or financial condition.

Steven E. Bernstein controls the outcome of shareholder votes and therefore disinterested shareholders will not control many corporate governance matters.

          Steven E. Bernstein, our Chairman of the Board, controls 100% of the outstanding shares of Class B common stock. Our Class B common stock has the right to 10 votes for each share provided that the outstanding shares of Class B common stock represent more than 10% of the aggregate amount of Class A and Class B common stock outstanding. As of March 14, 2003, the Class B common stock represented 10.7% of the aggregate amount of common stock outstanding. As of March 14, 2003, Mr. Bernstein controlled approximately 55% of the total voting power of both classes of our common stock. As a result, Mr. Bernstein has the ability to control the outcome of all matters determined by a majority vote of our common shareholders when voting together as a single class. Consequently, disinterested shareholders will not be able to determine who is elected as a director or the outcome of other corporate governance matters subject to approval by the majority of the outstanding shares.

          The loss of the services of certain of our key senior executives may negatively affect our business.

          Our success depends to a significant extent upon performance and active participation of our key senior executives.  We cannot guaranteecould have liability under environmental laws that we will be successful in retaining the services of these key senior executives.  We have employment agreements with Jeffrey A. Stoops, our President and Chief Executive Officer, Kurt L. Bagwell, our Senior Vice President and Chief Operating Officer, and Thomas P. Hunt, our Senior Vice President and General Counsel.  We do not have employment agreements with any of our other key senior executive officers.  If we were to lose any key senior executive we may not be able to find an appropriate replacement on a timely basis and our results of operations could be negatively affected. Our Chief Financial Officer resigned as of March 31, 2003 and we are currently seeking his replacement.

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          If we are unable to attract, retain or manage skilled employees it could have a material adverse effect on our business.business, financial condition and results of operations.

Our business, particularly site development services, involvesoperations, like those of other companies engaged in similar businesses, are subject to the deliveryrequirements of professional servicesvarious federal, state, local and foreign environmental and occupational safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials, and wastes. As owner, lessee or operator of numerous tower sites, we may be liable for substantial costs of remediating soil and groundwater contaminated by hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of or were responsible for the contamination. We may be subject to potentially significant fines or penalties if we fail to comply with any of these requirements. The current cost of complying with these laws is labor-intensive. The lossnot material to our financial condition or results of operations. However, the requirements of these laws and regulations are complex, change frequently, and could become more stringent in the future. It is possible that these requirements will change or that liabilities will arise in the future in a significant number of employees, our inability to hire a sufficient number of qualified employees or adequately develop and motivate the skilled employees we have hiredmanner that could have a material adverse effect on our business. We compete with other wireless communications firmsbusiness, financial condition and other enterprises for employees with the skills required to perform our services. We cannot assure you that we will be able to attract and retain a sufficient numberresults of highly-skilled employees in the future or that we will continue to be successful in training, retaining and motivating employees.operations.

Our dependence on our subsidiaries for cash flow may negatively affect our business.

We are a holding company with no business operations of our own. Our dependence on our subsidiaries for cash flow may have a material adverse effect on our operations. Our only significant asset is and is expected to be the outstanding capital stock of our subsidiaries. We conduct, and expect to conduct, all of our business operations through our subsidiaries. Accordingly, our only source of cashability to pay our obligations, including the principal and interest, premium, if any, and additional interest, if any, on our outstanding 10¼% senior notes and our 9¾% senior discount notes, is distributionsdependent upon dividends and other distribution from our subsidiaries of their net earningsto us. Other than amounts required to make interest and cash flow. Weprincipal payments on the notes, we currently expect that the earnings and cash flow of our subsidiaries will be retained and used by

them in their operations, including servicing their debt obligations, except as necessaryobligations. Our operating subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise to be distributedpay the principal, interest and other amounts on the notes or make any funds available to us for payment. The ability of our operating subsidiaries to cover holding company expenses including interest payments on our 10¼% senior notes and 12% senior discount notes. Even if our subsidiaries determined to make a distributionpay dividends or transfer assets to us may be restricted by applicable state law and contractual restrictions, including dividend covenants contained in ourthe terms of the senior credit facility, may restrict or prohibit these dividends or distributions.

          We may experience volatility in our stock price that could affectfacility. Although the value of your investment.

          The stock market has from time to time experienced significant price and volume fluctuations that have affectedindenture governing the market price for the common stock of companies. In the past, certain broad market fluctuations have been unrelated or disproportionate to the operating performance of these companies. Any significant fluctuations in the future might result in a decline in the market price of our Class A common stock.

          We have adopted anti-takeover provisions that could make it more difficult for a third party to acquire us.

          Provisions of our articles of incorporation, our bylaws and Florida law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our shareholders. During 2002, we adopted a shareholder rights agreement, which could make it considerably more difficult or costly for a person or group to acquire control of us in a transaction that our board of directors opposes. These provisions, alone or in combination with each other, may discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment of a premium over prevailing market prices to holders of our Class A common stock, or couldnotes will limit the ability of our shareholdersoperating subsidiaries to approve transactions that they may deementer into consensual restrictions on their ability to pay dividends to us, these limitations are subject to a number of significant qualifications and exceptions.

As a company whose common stock is publicly traded, we are subject to the rules and regulations of federal, state and financial market exchange entities.

In response to recent laws enacted by Congress (most notably the Sarbanes-Oxley Act of 2002), some of these entities have recently issued new requirements and some are continuing to develop additional requirements (most notably, the requirements associated with Section 404 of the Sarbanes-Oxley Act). Our material internal control systems, processes and procedures will have to be in their best interests.compliance with the new requirements and such compliance may require the commitment of significant financial and managerial resources and significant changes to such controls, systems, processes and procedures.

Our costs could increaseAvailability of Reports and our revenues could decrease due to perceived health risks from radio frequency emissions, especially if such emissions are demonstrated to cause negative health effects.Other Information

Our corporate website iswww.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 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 iswww.sec.gov.The government imposes requirementsCommission makes available on this website, free of charge, reports, proxy and information statements, and other guidelinesinformation regarding issuers, such as us, that file electronically with the Commission. Additionally, our reports, proxy and information statements may be read and copied at the Commission’s public reference room at 450 Fifth Street, NW, Washington, DC 20549. Information on our towers relating to radio frequency emissions. The potential connection between radio frequency emissions and certain negative health effects, including some formswebsite or the Commission’s website is not part of cancer, has been the subject of substantial study by the scientific community in recent years.  To date, the results of these studies have been inconclusive.  However, public perception of possible health risks associated with cellular and other wireless communications media could slow the growth of wireless companies, which could in turn slow our growth.  In particular, negative public perception of, and regulations regarding, these perceived health risks could slow the market acceptance of wireless communications services.

          If a connection between radio frequency emissions and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims.  If we were subject to numerous claims relating to radio frequency emissions, even if such claims were not ultimately found to have merit, our operations, costs and revenues would be materially and adversely affected.

          New technologies may have a material adverse effect on our growth rate and results of operations.this document.

 The emergence of new technologies could reduce the demand for space on our towers. This could have a material adverse effect on our growth rate and results of operations. For example, the FCC has granted license applications for several low-earth orbiting satellite systems that are intended to provide mobile voice and data services. These systems

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are highly capital intensive and mobile satellite systems could compete with land-based wireless communications systems. In addition, products are currently being developed which may permit multiple wireless carriers to use a single antenna, to share networks, or to increase the range and capacity of an antenna, which, if successful, could reduce the number of antenna needed by our customers.

ITEM 2.

ITEM 2.    PROPERTIES

We are headquartered in Boca Raton, Florida, where we currently lease approximately 73,000 square feet of space. We have entered into long-term leases for regional and certain site development office locations where we expect our activities to be longer-term. We open and close project offices from time to time in connection with our site development business, and offices for new tower build projects are generally leased for periods not to exceed 18 months.

Our interests in towers are comprised of a variety of fee interests, leasehold interests created by long-term lease agreements, private easements, easements and licenses or rights-of-way granted by government entities. Of the 3,032 towers in our portfolio, approximately 16% are located on parcels of land that we own and approximately 84% are located on parcels of land that have leasehold interests created by long-term lease agreements, private easements and easements, licenses or right-of-way granted by government entities. In rural areas, a wireless communications site typically consists of up to a 10,000 square foot tract, which supports towers, equipment shelters and guy wires to stabilize the structure. Less than 2,500 square feet is required for a monopole or self-supporting tower structure of the kind typically used in metropolitan areas for wireless communication tower sites. Land leases generally have an initial term of five years with five or more additional automatic renewal periods of five years, for a total of thirty years or more. In some instances, we have entered into 99 year ground leases.

ITEM 3.

ITEM 3.    LEGAL PROCEEDINGS

          From time to time, weWe are involved in various legal proceedings relating to claims arising in the ordinary course of business. We aredo not a party to any legal proceeding,believe that the adverse outcomeultimate resolution of which, individually or taken together with all other legal proceedings, is expected tothese matters will have a material adverse effect on our prospects,business, financial condition, or results of operations.operations or liquidity.

ITEM 4.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the vote of security holders during the fourth quarter of fiscal 2002.2003.

PART II

The Class A common stock commenced trading under the symbol “SBAC” on The Nasdaq National Market System (“Nasdaq”) on June 16, 1999. The following table presents trading information for the Class A common stock for the periods indicated on the Nasdaq: