limit our ability to borrow additional funds.
Risks associated with our plans to increase our tower portfolio could negatively impact our results of operations or our financial condition.
We currently intend to increase our tower portfolio through new builds and acquisitions. We intend to review all available acquisition opportunities (including some that are currently available) and some of these acquisitions could have the effect of materially increasing our tower portfolio. While we intend to fund a portion of the cash required to implement this plan from our cash flow from operating activities, we may finance some or all of the costs associated with these new builds and acquisitions. Furthermore, if we were to consummate any significant acquisition, we would be required to finance these acquisitions through additional indebtedness, which would increase our indebtedness and interest expense and could increase our leverage ratio, and/or issuances of equity, which could be dilutive to our shareholders. If we were unable to recognize the expected returns from these new towers, or if we did not recognize the expected returns in our anticipated time frames, thean increase in debt levels without a proportionate increase in our revenues could negatively impact our results of operations and our financial condition.
Due to the long-term expectationnature of revenue from our tenant leases, we are dependent on the financial strength and creditworthiness of our customers.
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. The economic slowdown and intense competition in the wireless and telecommunications industries in 2001 through 2003 had impaired the financial condition of some of our customers, certain of which operate with substantial leverage. As a result, a number of our site leasing customers have filed for bankruptcy including almost all of our paging customers. Although these bankruptcies have not had a material adverse effect on our business or revenues, any future bankruptcies may have a material adverse effect on our business, revenues, and/or the collectability of our accounts receivable. In the future, 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, our anticipated growth could be negatively impacted if our customers’ access to debt and equity capital were limited. From 2001 through 2003, 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 services and consequently our financial condition. 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.
Our debt instruments contain restrictive covenants that could adversely affect our business.
Our senior revolving credit facility and the indentures governing our outstanding notes each containcontains certain restrictive covenants. Among other things, these covenants limit the ability of certain of our abilitysubsidiaries to:
| �� | • | incur additional indebtedness; |
engage in mergers and acquisitions or sell all or substantially all of their assets;
make certain investments;
make certain capital expenditures;
incur liens; and
enter into affiliate transactions.
If weour subsidiaries 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 debt instruments would also cause a cross-defaultsenior revolving credit facility. Additionally, under our other debt instruments.
senior revolving credit facility, SBA Senior Finance II, LLC (“Senior Finance II”), which owns, directly or indirectly, all of the common stock and membership interests of the majoritycertain of our operating subsidiaries and is the borrower under our senior credit facility. The seniorrevolving credit facility, requires Senior Finance IIis required to maintain specified financial ratios, including ratios regarding Senior Finance II’s debt to annualized operating cash flow, cash interest expense and fixed charges for each quarter. In addition, the senior revolving credit facility contains additional negative covenants that, among other things, limit our ability to commit to capital expenditures and build or acquire towers without anchor or acceptable 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 defaultdefault. Amounts borrowed under the senior revolving credit facility.facility are secured by a lien on substantially all of Senior Finance II’s assets and are guaranteed by us and certain of our subsidiaries.
Upon the occurrence of any default, our senior revolving credit facility lenders can prevent us from borrowing any additional amounts under the senior revolving credit facility. In addition, upon the occurrence of any event of default, other than certain bankruptcy events, the lenders under our senior revolving credit facility, lenders, by a majority vote, can elect to declare all amounts of principal outstanding under the senior creditsuch 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 under our indentures, thereby permitting the acceleration of such indebtedness. If the indebtedness under the senior credit facility and/or indebtedness under our outstanding 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 revolving credit facility, the senior credit facilitysuch lenders could proceed against the collateral granted to them to secure that indebtedness. Amounts borrowed under the senior credit facility are secured by a first lien on substantially all of Senior Finance II’s assets and are guaranteed by SBA Communications and certain of its subsidiaries. In such an event of default, our assets may not be sufficient to satisfy our obligations under the notes.
Our $405.0 million mortgage loan relating to our CMBS Certificates contains a covenant requiring that all of the Borrowers’ cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents be deposited into a reserve account if the debt service coverage ratio falls tois less than 1.30 times, or lower, as of the end of any calendar quarter. DebtThe mortgage loan defines debt service coverage ratio is defined as the Net Cash Flow (as defined in the mortgage loan) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that SBA Properties, Inc.the Borrowers will be required to pay over the succeeding twelve months. If the debt service coverage ratio falls belowis less than 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan. TheIf the debt service coverage ratio is less than 1.30 times, then the funds in the reserve account will not be released to SBA Properties unlessthe Borrowers until the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. FailureAs significantly all of our cash flow is generated by the Borrowers, failure to maintain the debt service coverage ratio above 1.30 times would impact our ability to pay our indebtedness, other than the mortgage loan, and to operate our business.
The mortgage loan provides for customary remedies if an event of default occurs including foreclosure against all or part of the property pledged as security for the mortgage loan. The mortgage loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the 1,714 collateralizedBorrowers’ tower sites and their operating cash flows, (2) a security interest in substantially all of SBA Properties’the Borrowers’ personal property and fixtures and (3) SBA Properties’the Borrowers’ rights under the management agreement they entered into with SBA Network Management, Inc. (who manages(“SBA Network Management”) relating to the management of the Borrowers’ tower sites by SBA Network Management pursuant to which SBA Network Management arranges for the payment of all operating expenses and the funding of SBA Properties’ sites).all capital expenditures out of amounts on deposit in one or more operating accounts maintained on the Borrowers’ behalf. We cannot assure you that our assets would be sufficient to repay this indebtedness in full.
Our quarterly operating results for our site development services fluctuate and therefore shouldwe may not be considered indicative ofable to adjust our long-term results.cost structure on a timely basis with regard to such fluctuations.
The demand for our site development services fluctuates from quarter to quarter and should not be considered as indicative of long-term results. Numerous factors cause these fluctuations, including:
the timing and amount of our customers’ capital expenditures;
the size and scope of our projects;
the business practices of customers, such as deferring commitments on new projects until after the end of the calendar year or the customers’ fiscal year;
delays relating to a project or tenant installation of equipment;
seasonal factors, such as weather, vacation days and total business days in a quarter;
the use of third party providers by our customers;
the rate and volume of wireless service providers’ network development; and
general economic conditions.
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. In addition, the timing of revenues is difficult to forecast because our sales cycle may be relatively long. Therefore, we may not be able to adjust our cost structure in a timely basis to accommodate market slowdowns.respond to the fluctuations in demand for our site development services.
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:
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in thousands) | ||||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | $ | (175,148 | ) | |||
| For the year ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
| (in thousands) | ||||||||||||
Net loss | $ | (133,448 | ) | $ | (94,709 | ) | $ | (147,280 | ) | |||
Our losses are principally due to significant interest expense, depreciation, amortization, and depreciationaccretion expenses and amortizationlosses from the write-off of deferred financing fees and extinguishment of debt in each of the periods presented above. For the year ended December 31, 2005,2006, we recorded asset impairment charges of $0.4 millionhad interest expense, non-cash interest expense and a charge associated with the write-offamortization of deferred financing fees of $99.7 million, depreciation, amortization, and loss on the extinguishmentaccretion expense of debt of $29.3 million. For the year ended December 31, 2004, we recorded an asset impairment charge of $7.1$133.1 million, and a charge associated withlosses from the write-off of deferred financing fees and loss on the extinguishment of debt of $41.2 million. We recorded an asset impairment charge of $13.0 million, a charge associated with the loss from write-off of deferred financing fees and extinguishment of debt of $24.2$57.2 million in connection with the extinguishment of our outstanding 9 3/4% senior discount notes, our outstanding 8 1/2% senior notes, and a restructuring charge of $2.1 million duringour $1.1 billion bridge loan. For the year ended December 31, 2003.2005, we had interest expense, non-cash interest expense and amortization of deferred financing fees of $69.6 million, depreciation, amortization, and accretion expense of $87.2 million, and losses from the write-off of deferred financing fees and extinguishment of debt of $29.3 million in connection with the extinguishment of a portion of our outstanding 9 3/4% senior discount notes, a portion of our outstanding 8 1/2% senior notes, our remaining outstanding 10 1/4% senior notes, and our prior credit facility. For the year ended December 31, 2004, we had interest expense, non-cash interest expense and amortization of deferred financing fees of $79.0 million, depreciation, amortization and accretion expense of $90.5 million, and losses from the write-off of deferred financing fees and extinguishment of debt of $41.2 million in connection with the retirement of our outstanding 12% senior discount notes, a portion of our 10 1/4% senior notes, and the termination of another prior credit facility. We expect to continue to incur significant losses, which may affect our ability to service our indebtedness.
Increasing competition in the tower industry may adversely affect us.
Our industry is highly competitive. Competitive pressures for tenants from our 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, which could adversely affect our ability to successfully implement and/or maintain our tower acquisition program.
In the site leasing business, we compete with:
wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers;
other large independent tower companies; and
smaller local independent tower operators.
There has been significant consolidation among the large independent tower companies in the past three years. Specifically, American Tower Corporation completed its merger with SpectraSite, Inc. in 2005, we completed our acquisition of AAT in 2006 and
Crown Castle International completed its merger with Global Signal, Inc. in 2007. As a result of these consolidations, American Tower and Crown Castle are substantially larger and have greater financial resources than us. This could provide them with advantages with respect to establishing favorable leasing terms with wireless service providers or in their ability to acquire available towers.
Wireless service providers that own and operate their own tower networks and several of the other tower companiesare also 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.
The site development services segment of our industry is also extremely competitive. There are numerous large and small companies that offer one or more of the services offered by our site development business. As a result of this competition, margins in this segment have decreased over the past few years. Many of our competitors have lower overhead expenses and therefore may be able to provide services at prices that we
consider unprofitable. If margins in this segment were to further decrease, our consolidated revenues and our site development segment operating profit could be adversely affected.
We may not be able to build and/or acquire as many towers as we anticipate.
We currently intend to build 80 to 100 new towers during 20062007 and to consummate a number of tower acquisitions. However, our ability to build these new towers is dependent upon the availability of sufficient capital to fund construction, our ability to locate, and acquire at commercially reasonable prices, attractive locations for such towers and our ability to obtain the necessary zoning and permits.
Our ability to consummate tower acquisitions is also subject to risks. Specifically, these risks include (1) sufficient capitalcash flow from operations or our ability to use debt or equity to fund such acquisitions, (2) our ability to identify those towers that would be attractive to our clients and accretive to our financial results, and (3) our ability to negotiate and consummate agreements to acquire such towers.
Due to these risks, it may take longer to complete our new tower builds than anticipated, the costs of constructing or acquiring these towers may be higher than we expect or we may not be able to add as many towers as we had planned in 2006.2007. If we are not able to increase our tower portfolio as anticipated, it could negatively impact our ability to achieve our financial goals.
The loss of the services of certain of our key personnel or a significant number of our employees may negatively affect our business.
Our success depends to a significant extent upon performance and active participation of our key personnel. We cannot guarantee that we will be successful in retaining the services of these 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.Counsel and Anthony J. Macaione, our Senior Vice President and Chief Financial Officer. 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. Further, the loss of a significant number of employees or our inability to hire a sufficient number of qualified employees could have a material adverse effect on our business.
New technologies and their use by wireless service providers 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 increased use by wireless service providers of signal combining and related technologies and products that allow two or more wireless service providers to provide services on different transmission frequencies using the communications antenna and other facilities normally used by only one wireless service provider could reduce the demand for our tower space. Additionally, the use of technologies that enhance spectral capacity, such as beam forming or “smart antennae,” that can increase the range and capacity of an antenna could reduce the number of additional sites a wireless service provider needs to adequately serve a certain subscriber base and therefore reduce demand for our tower space. The development and growth of communications and other new technologies that do not require ground-based sites, such as the growth in delivery of video, voice and data services by satellites or other technologies, could also adversely affect the demand for our tower space. In addition, the deployment of WiFi and WiMax technologies could impact the network needs of our existing customers providing wireless telephony services. This could have a material adverse effect on our growth rate and results of operations.
Delays or changes in the deployment or adoption of new technologies as well as lower consumer demand and slower consumer adoption rates than anticipated may have a material adverse effect on our growth rate.
There can be no assurances that 3G, 4G or other new wireless technologies will be deployed or adopted as rapidly as projected or that these new technologies will be implemented in the manner anticipated. The deployment of 3G has already experienced significant delays from the original projected timelines of the wireless and broadcast industries. The announcement of 4G is relatively new and its deployment schedule has not been determined as of yet. Additionally, the demand by consumers and the adoption rate of consumers for these new technologies once deployed may be lower or slower than anticipated. These factors could have a material
adverse effect on our growth rate since growth opportunities and demand for our tower space as a result of such new technologies may not be realized at the times or to the extent anticipated.
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.
Theeffects 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 FCC,Federal Communications Commission (the “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 could 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. In particular, both the FCCFederal Aviation Administration (“FAA”) and FAAFCC regulate the construction and maintenance of antenna towers and structures that support wireless communications and radio and television antennas. In addition, the FCC separately licenses and regulates wireless communications equipment and television and radio stations operating from such towers and structures. FAA and FCC regulations govern 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 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.
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 standardsand FCC regulations and to maintain such marking, painting and lighting. Antenna tower owners and antenna structure owners may also bear the responsibility of notifying the FAA of any lighting 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 and 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 construction, co-locations, or site upgrade projects,upgrades, 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 and 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 loss limits and 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 significant 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.
We could have liability under environmental laws that could have a material adverse effect on our business, financial condition and results of operations.
Our operations, like those of other companies engaged in similar businesses, are subject to the requirements of various 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 not 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 manner that could have a material adverse effect on our business, financial condition and results of 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 only significant asset is and is expected to be the outstanding capital stock and membership interests of our subsidiaries. We conduct, and expect to conduct, all of our business operations through our subsidiaries. Accordingly, our ability to pay our obligations including the principal and interest, premium, if any, and additional interest, if any, on our outstanding 9 3/4% senior discount notes and our 8 1/2% senior notes, is dependent upon dividends and other distributiondistributions from our subsidiaries to us. Additionally, SBA Properties as the borrowerBorrowers under the CMBS Transaction must repay the components of the mortgage loan thereto. If SBA Properties’the Borrowers’ cash flow is insufficient to cover such repayments, we may be required to refinance the mortgage loan or sell a portion or all of our interests in the 1,7144,975 tower sites that among other things, secure, along with their operating cash flows, the mortgage loan. Other than the amounts required to make interest and principal payments on the notes and repayment of amounts under the CMBS Transaction, 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. Our operating subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise to pay the principal, interest and other amounts on the notes, or repay the components of the mortgage loan pursuant to the CMBS Transaction (other than SBA Properties, as the borrower,Borrowers and SBA CMBS-1 Guarantor LLC and CMBS-1 Holdings, LLC, as guarantors), or make any funds available to us for payment. The ability of our operating subsidiaries to pay dividends or transfer assets to us may be restricted by applicable state law and contractual restrictions, including the terms of the senior revolving credit facility and the CMBS Certificates. Although the indentures governing the notes will
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. 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 could limit the ability of our operating subsidiariesshareholders to enter into consensual restrictions onapprove transactions that they may deem to be in their best interests.
Our issuance of equity securities and other associated transactions may trigger a future ownership change which may negatively impact our ability to pay dividendsutilize net operating loss deferred tax assets in the future.
The issuance of equity securities and other associated transactions may increase the chance that we will have a future ownership change under Section 382 of the Internal Revenue Code of 1986. We may also have a future ownership change, outside of our control, caused by future equity transactions by our current shareholders. Depending on our market value at the time of such future ownership change, an ownership change under Section 382 could negatively impact our ability to us, these limitations areutilize our net operating loss deferred tax assets in the event we generate future taxable income. Currently we have recorded a full valuation allowance against our net operating loss deferred tax asset because we have concluded that our loss history indicates that it is not “more likely than not” that such deferred tax assets will be realized.
The market price of our Class A common stock could be affected by significant volatility.
The market price of our Class A common stock has historically experienced significant fluctuations. The market price of our Class A common stock is likely to continue to be volatile and subject to a numbersignificant price and volume fluctuations in response to market and other factors, including the other factors discussed elsewhere in “Risk Factors” and in “Forward-Looking Statements.” Volatility or depressed market prices of significant qualifications and exceptions.our Class A common stock could make it difficult for shareholders to resell their shares of Class A common stock, when they want or at attractive prices.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| 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. We believe our existing facilities are adequate for our current and planned levels of operations and that additional office space suited for our needs is reasonably available in the markets within which we operate.
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 3,3045,551 towers in our portfolio, approximately 10%11% are located on parcels of land that we own and approximately 90%89% 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. LEGAL PROCEEDINGS |
We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations or liquidity.
| 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 2005.2006.
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
TheOur Class A common stock commenced tradingis traded under the symbol “SBAC” on The NASDAQ National Market System (“NASDAQ”) on June 16, 1999.Global Select Market. The following table presents the high and low bidsales price for the Class A common stock for the periods indicated:
| High | Low | |||||||
Quarter ended December 31, 2006 | 28.89 | 23.97 | ||||||
Quarter ended September 30, 2006 | 25.90 | 21.95 | ||||||
Quarter ended June 30, 2006 | 26.75 | 20.60 | ||||||
Quarter ended March 31, 2006 | 24.19 | 18.29 | ||||||
| High | Low | |||||||
Quarter ended December 31, 2005 | 19.46 | 14.15 | 19.19 | 14.45 | ||||
Quarter ended September 30, 2005 | 16.84 | 13.40 | 16.59 | 13.72 | ||||
Quarter ended June 30, 2005 | 14.31 | 8.21 | 13.96 | 8.45 | ||||
Quarter ended March 31, 2005 | 10.10 | 7.96 | 10.06 | 8.14 | ||||
Quarter ended December 31, 2004 | 10.62 | 6.81 | ||||||
Quarter ended September 30, 2004 | 7.11 | 4.15 | ||||||
Quarter ended June 30, 2004 | 4.74 | 3.10 | ||||||
Quarter ended March 31, 2004 | 5.43 | 3.28 | ||||||
As of March 3, 2006,February 26, 2007, there were 161152 record holders of our Class A common stock.
Dividends
We have never paid a dividend on any class of common stock and anticipate that we will retain future earnings, if any, to fund the development and growth of our business. Consequently, we do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, we are restricted under our Initial CMBS Certificates, Additional CMBS Certificates and our senior credit facility 9 3/4% senior discount notes and 8 1/2% senior notes from paying dividends or making distributions and repurchasing, redeeming or otherwise acquiring any shares of common stock except under certain circumstances.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants, and rights under all existing equity compensation plans as of December 31, 2005:2006:
| Equity Compensation Plan Information | Equity Compensation Plan Information | |||||||||||||
| (in thousands except exercise price) | (in thousands except exercise price) | |||||||||||||
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column) | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column) | |||||||||
Equity compensation plans approved by security holders | 4,575 | $ | 8.22 | 6,228 | 4,152 | $ | 9.87 | 8,301 | ||||||
Equity compensation plans not approved by security holders | — | — | — | — | — | — | ||||||||
Total | 4,575 | $ | 8.22 | 6,228 | 4,152 | $ | 9.87 | 8,301 | ||||||
| ITEM 6. | SELECTED FINANCIAL DATA |
The following table sets forth selected historical financial data as of and for each of the five years ended December 31, 2005.2006. The financial data as of and for the fiscal years ended 2006, 2005, 2004, 2003, and 2002 have been derived from our audited consolidated financial statements. The financial data as of and for the fiscal year ended 2001 has been derived from our unauditedfollowing consolidated financial statements. The unaudited financial datastatements have been reclassified to reflect the discontinued operations treatment of our western site development services and the 2004 reclassification of 14 towers previously classified as of and for the year ended December 31, 2001, has been derived from our books and records without audit and, in the opinion of management, includes all adjustments, (consisting only of normal, recurring adjustments) that management considers necessary for a fair statement of results for this period.discontinued operations into continuing operations. You should read the information set forth below in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those consolidated financial statements included in this Form 10-K.
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2002 | 2001 | 2006 | 2005 | 2004 | 2003 | 2002 | |||||||||||||||||||||||||||||||
| (audited) | (audited) | (audited) | (audited) | (unaudited) | (audited) | (audited) | (audited) | (audited) | (audited) | |||||||||||||||||||||||||||||||
| (in thousands except for per share data) | (in thousands except for per share data) | |||||||||||||||||||||||||||||||||||||||
Operating data: | ||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||
Site leasing | $ | 161,277 | $ | 144,004 | $ | 127,852 | $ | 115,121 | $ | 85,519 | $ | 256,170 | $ | 161,277 | $ | 144,004 | $ | 127,852 | $ | 115,121 | ||||||||||||||||||||
Site development | 98,714 | 87,478 | 64,257 | 99,352 | 115,773 | 94,932 | 98,714 | 87,478 | 64,257 | 99,352 | ||||||||||||||||||||||||||||||
Total revenues | 259,991 | 231,482 | 192,109 | 214,473 | 201,292 | 351,102 | 259,991 | 231,482 | 192,109 | 214,473 | ||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||||||||||
Cost of revenues (exclusive of depreciation, accretion and amortization shown below): | ||||||||||||||||||||||||||||||||||||||||
Cost of site leasing | 47,259 | 47,283 | 47,793 | 46,709 | 35,537 | 70,663 | 47,259 | 47,283 | 47,793 | 46,709 | ||||||||||||||||||||||||||||||
Cost of site development | 92,693 | 81,398 | 58,683 | 81,565 | 92,755 | 85,923 | 92,693 | 81,398 | 58,683 | 81,565 | ||||||||||||||||||||||||||||||
Selling, general and administrative | 28,178 | 28,887 | 30,714 | 32,740 | 39,697 | 42,277 | 28,178 | 28,887 | 30,714 | 32,740 | ||||||||||||||||||||||||||||||
Restructuring and other charges | 50 | 250 | 2,094 | 47,762 | 24,399 | |||||||||||||||||||||||||||||||||||
Restructuring and other (credits) charges | (357 | ) | 50 | 250 | 2,094 | 47,762 | ||||||||||||||||||||||||||||||||||
Asset impairment charges | 398 | 7,092 | 12,993 | 24,194 | — | — | 398 | 7,092 | 12,993 | 24,194 | ||||||||||||||||||||||||||||||
Depreciation, accretion and amortization | 87,218 | 90,453 | 93,657 | 95,627 | 73,390 | 133,088 | 87,218 | 90,453 | 93,657 | 95,627 | ||||||||||||||||||||||||||||||
Total operating expenses | 255,796 | 255,363 | 245,934 | 328,597 | 265,778 | 331,594 | 255,796 | 255,363 | 245,934 | 328,597 | ||||||||||||||||||||||||||||||
Operating income (loss) from continuing operations | 4,195 | (23,881 | ) | (53,825 | ) | (114,124 | ) | (64,486 | ) | |||||||||||||||||||||||||||||||
Operating income (loss) | 19,508 | 4,195 | (23,881 | ) | (53,825 | ) | (114,124 | ) | ||||||||||||||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||||||||||
Interest income | 2,096 | 516 | 692 | 601 | 7,058 | 3,814 | 2,096 | 516 | 692 | 601 | ||||||||||||||||||||||||||||||
Interest expense, net of amounts capitalized | (40,511 | ) | (47,460 | ) | (81,501 | ) | (54,822 | ) | (47,713 | ) | (81,283 | ) | (40,511 | ) | (47,460 | ) | (81,501 | ) | (54,822 | ) | ||||||||||||||||||||
Non-cash interest expense | (26,234 | ) | (28,082 | ) | (9,277 | ) | (29,038 | ) | (25,843 | ) | (6,845 | ) | (26,234 | ) | (28,082 | ) | (9,277 | ) | (29,038 | ) | ||||||||||||||||||||
Amortization of deferred financing fees | (2,850 | ) | (3,445 | ) | (5,115 | ) | (4,480 | ) | (3,887 | ) | (11,584 | ) | (2,850 | ) | (3,445 | ) | (5,115 | ) | (4,480 | ) | ||||||||||||||||||||
Loss from write-off of deferred financing fees and extinguishment of debt | (29,271 | ) | (41,197 | ) | (24,219 | ) | — | (5,069 | ) | (57,233 | ) | (29,271 | ) | (41,197 | ) | (24,219 | ) | — | ||||||||||||||||||||||
Other | 31 | 236 | 169 | (169 | ) | (56 | ) | 692 | 31 | 236 | 169 | (169 | ) | |||||||||||||||||||||||||||
Total other expense | (96,739 | ) | (119,432 | ) | (119,251 | ) | (87,908 | ) | (75,510 | ) | (152,439 | ) | (96,739 | ) | (119,432 | ) | (119,251 | ) | (87,908 | ) | ||||||||||||||||||||
Loss from continuing operations before cumulative effect of changes in accounting principles | (92,544 | ) | (143,313 | ) | (173,076 | ) | (202,032 | ) | (139,996 | ) | ||||||||||||||||||||||||||||||
Loss from continuing operations before income taxes and cumulative effect of change in accounting principle | (132,931 | ) | (92,544 | ) | (143,313 | ) | (173,076 | ) | (202,032 | ) | ||||||||||||||||||||||||||||||
Provision for income taxes | (2,104 | ) | (710 | ) | (1,729 | ) | (300 | ) | (1,489 | ) | (517 | ) | (2,104 | ) | (710 | ) | (1,729 | ) | (300 | ) | ||||||||||||||||||||
Loss from continuing operations before cumulative effect of change in accounting principle | (94,648 | ) | (144,023 | ) | (174,805 | ) | (202,332 | ) | (141,485 | ) | (133,448 | ) | (94,648 | ) | (144,023 | ) | (174,805 | ) | (202,332 | ) | ||||||||||||||||||||
(Loss) gain from discontinued operations, net of income taxes | (61 | ) | (3,257 | ) | 202 | (4,081 | ) | 74 | — | (61 | ) | (3,257 | ) | 202 | (4,081 | ) | ||||||||||||||||||||||||
Loss before cumulative effect of change in accounting principle | (94,709 | ) | (147,280 | ) | (174,603 | ) | (206,413 | ) | (141,411 | ) | (133,448 | ) | (94,709 | ) | (147,280 | ) | (174,603 | ) | (206,413 | ) | ||||||||||||||||||||
Cumulative effect of change in accounting principle | — | — | (545 | ) | (60,674 | ) | — | — | — | — | (545 | ) | (60,674 | ) | ||||||||||||||||||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | $ | (175,148 | ) | $ | (267,087 | ) | $ | (141,411 | ) | $ | (133,448 | ) | $ | (94,709 | ) | $ | (147,280 | ) | $ | (175,148 | ) | $ | (267,087 | ) | ||||||||||
Basic and diluted loss per common share amounts: | ||||||||||||||||||||||||||||||||||||||||
Loss from continuing operations before cumulative effect of change in accounting principle | $ | (1.28 | ) | $ | (2.47 | ) | $ | (3.35 | ) | $ | (4.01 | ) | $ | (2.99 | ) | $ | (1.36 | ) | $ | (1.28 | ) | $ | (2.47 | ) | $ | (3.35 | ) | $ | (4.01 | ) | ||||||||||
Loss from discontinued operations | — | (0.05 | ) | — | (0.08 | ) | — | — | — | (0.05 | ) | — | (0.08 | ) | ||||||||||||||||||||||||||
Cumulative effect of change in accounting principle | — | — | (0.01 | ) | (1.20 | ) | — | — | — | — | (0.01 | ) | (1.20 | ) | ||||||||||||||||||||||||||
Net loss per common share | $ | (1.28 | ) | $ | (2.52 | ) | $ | (3.36 | ) | $ | (5.29 | ) | $ | (2.99 | ) | $ | (1.36 | ) | $ | (1.28 | ) | $ | (2.52 | ) | $ | (3.36 | ) | $ | (5.29 | ) | ||||||||||
Basic and diluted weighted average shares outstanding | 73,823 | 58,420 | 52,204 | 50,491 | 47,321 | 98,193 | 73,823 | 58,420 | 52,204 | 50,491 | ||||||||||||||||||||||||||||||
Balance Sheet Data: Cash and cash equivalents Short-term investments Restricted cash(1) Property and equipment, net Total assets Total debt(2) Total shareholders’ equity (deficit)(3) Other Data: Cash provided by (used in): Operating activities Investing activities Financing activities Tower Data Rollforward: Towers owned at the beginning of period Towers constructed Towers acquired Towers reclassified/disposed of(4) Total towers owned at the end of period Other Tower Data: Towers held for sale at end of period Towers in continuing operations at end of period As of December 31, 2005 2004 2003 2002 2001 (audited) (audited) (audited) (unaudited) (unaudited) (in thousands) $ 45,934 $ 69,627 $ 8,338 $ 61,141 $ 13,904 19,777 — 15,200 — — 19,512 2,017 10,344 — — 728,333 745,831 830,145 922,392 975,662 952,536 917,244 958,252 1,279,267 1,394,280 784,392 927,706 870,758 1,024,282 845,453 81,431 (88,671 ) (1,566 ) 161,024 424,369 For the year ended December 31, 2005 2004 2003 2002 2001 (audited) (audited) (audited) (audited) (unaudited) (in thousands) $ 49,767 $ 14,216 $ (29,808 ) $ 17,807 $ 28,753 (99,283 ) 1,326 155,456 (102,716 ) (554,700 ) 25,823 45,747 (178,451 ) 132,146 524,871 For the year ended December 31, 2005 2004 2003 2002 2001 (audited) (audited) (audited) (audited) (unaudited) 3,066 3,093 3,877 3,734 2,390 36 10 13 141 667 208 5 — 53 677 (6 ) (42 ) (797 ) (51 ) — 3,304 3,066 3,093 3,877 3,734 — 6 47 837 815 3,304 3,060 3,046 3,040 2,919 3,304 3,066 3,093 3,877 3,734
| As of December 31, | ||||||||||||||||||||
| 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
| (audited) | (audited) | (audited) | (audited) | (audited) | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | $ | 46,148 | $ | 45,934 | $ | 69,627 | $ | 8,338 | $ | 61,141 | ||||||||||
Short-term investments | — | 19,777 | — | 15,200 | — | |||||||||||||||
Restricted cash, current(1) | 34,403 | 19,512 | 2,017 | 10,344 | — | |||||||||||||||
Property and equipment, net | 1,105,942 | 728,333 | 745,831 | 830,145 | 922,392 | |||||||||||||||
Intangibles, net | 724,872 | 31,491 | — | — | — | |||||||||||||||
Total assets | 2,046,292 | 952,536 | 917,244 | 958,252 | 1,279,267 | |||||||||||||||
Total debt (2) | 1,555,000 | 784,392 | 927,706 | 870,758 | 1,024,282 | |||||||||||||||
Total shareholders’ equity (deficit)(3) | 385,921 | 81,431 | (88,671 | ) | (1,566 | ) | 161,024 | |||||||||||||
| For the year ended December 31, | ||||||||||||||||||||
| 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
| (audited) | (audited) | (audited) | (audited) | (audited) | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Other Data: | ||||||||||||||||||||
Cash provided by (used in): | ||||||||||||||||||||
Operating activities | $ | 75,960 | $ | 49,767 | $ | 14,216 | $ | (29,808 | ) | $ | 17,807 | |||||||||
Investing activities | (739,876 | ) | (99,283 | ) | 1,326 | 155,456 | (102,716 | ) | ||||||||||||
Financing activities | 664,130 | 25,823 | 45,747 | (178,451 | ) | 132,146 | ||||||||||||||
| For the year ended December 31, | ||||||||||||||||||||
| 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
Tower Data Rollforward: | ||||||||||||||||||||
Towers owned at the beginning of period | 3,304 | 3,066 | 3,093 | 3,877 | 3,734 | |||||||||||||||
Towers acquired in AAT Acquisition | 1,850 | — | — | — | — | |||||||||||||||
Towers acquired | 339 | 208 | 5 | — | 53 | |||||||||||||||
Towers constructed | 60 | 36 | 10 | 13 | 141 | |||||||||||||||
Towers reclassified/disposed of(4) | (2 | ) | (6 | ) | (42 | ) | (797 | ) | (51 | ) | ||||||||||
Total towers owned at the end of period | 5,551 | 3,304 | 3,066 | 3,093 | 3,877 | |||||||||||||||
Other Tower Data: | ||||||||||||||||||||
Towers held for sale at end of period | — | — | 6 | 47 | 837 | |||||||||||||||
Towers in continuing operations at end of period | 5,551 | 3,304 | 3,060 | 3,046 | 3,040 | |||||||||||||||
| 5,551 | 3,304 | 3,066 | 3,093 | 3,877 | ||||||||||||||||
| (1) | Restricted cash of $34.4 million as of December 31, 2006 consists of $30.7 million related to CMBS mortgage loan requirements and $3.7 million of payment and performance bonds which primarily related to collateral requirements relating to tower construction currently in process. Restricted cash of $19.5 million as of December 31, 2005 consisted of $17.9 million related to CMBS |
| (2) | Includes deferred gain on interest rate swap of $1.9 million as of December 31, 2004, $4.6 million as of December 31, 2003 and $5.2 million as of December 31, 2002, respectively. |
| (3) | Includes deferred loss from the termination of nine interest rate swap agreements of $12.8 million as of December 31, 2006. Includes deferred gain from the termination of two interest rate swap agreements of $12.1 million as of December 31, 2006 and $14.5 million as of December 31, 2005. |
| (4) | Reclassifications reflect the combination for reporting purposes of multiple acquired tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single owned tower site. Dispositions reflect the decommissioning, sale, conveyance or other legal transfer of owned tower sites. |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion of our financial condition and results of operations should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1B.1A. Risk Factors of this Form 10-K. Our actual results may differ materially from those discussed below. See “Forward-looking statements” and Item 1B.1A. Risk Factors.
We are a leading independent owner and operator of wireless communications towers. We currently operatetowers in the Eastern third47 of the 48 contiguous United States, where substantially all of our towers are located.Puerto Rico, and the U.S. Virgin Islands. Our principal business line is our site leasing business.business, which contributes over 90% of our segment operating profit. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage for or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, built or constructed based on our own initiative or acquired. As of December 31, 2005,2006, we owned 3,304 towers, the substantial majority5,551 towers. We also manage or lease over 5,700 actual or potential communications sites, of which have been built by us or built by other tower owners or operators, who like us, have built such towers taking into consideration co-location opportunities. In addition, through785 are revenue producing. Our second business line is our site development business, through which we offerassist wireless service providers assistance in developing and maintaining their own wireless service networks.
Revenues derived from the leasing of antenna space at, or on, communication towers continued to increase as a result of our emphasis on our site leasing business through the leasing and management of tower sites. During 2004, we completed our previously announced plan of disposing of our services business in the Western two-thirds of the United States.
Site Leasing Services
Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Site leasing revenues are received primarily from wireless service provider tenants, including Alltel, Cingular (now AT&T), Sprint Nextel, T-Mobile and Verizon Wireless. Revenues from these clients are derived fromWireless service providers enter into numerous different tenant leases. Each tenant leaseleases with us, each of which relates to the lease or use of space at an individual tower site andsite. Each tenant lease is generally for an initial term of five years, and is renewable for five 5-year periods at the option of the tenant. Almost all of our tenant leases contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases are generally paid on a monthly basis and revenue from site leasing is recorded monthly on a straight-line basis over the current term of the related lease agreements. Rental amounts received in advance are recorded in deferred revenue. Additional site leasing revenue is generated through the execution of (1) new lease agreements for new tenant installations and (2) amendments to leases for additional equipment being added by existing tenants. Of the total annualized revenue added through leases and amendments executed during 2006, 73% resulted from new tenant leases. The remaining 27% resulted from amendments for additional equipment. By comparison, for leases and amendments executed during 2005, 82% of the total annualized revenue resulted from new tenant leases while 18% resulted from amendments for additional equipment.
Cost of site leasing revenue primarily consists of:
Rental payments on ground and other underlying property leases;
Straight line rent adjustment for the difference between rental payments made and the expense recorded as if the payments had been made evenly throughout the minimum lease term (which may include renewal terms) of the underlying property lease;
Site maintenance and monitoring costs (exclusive of employee related costs);
Utilities;
Property insurance; and
Property taxes.
For any given tower, such costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase significantly as a result of adding additional customers to the tower. The amount of other direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower but typically do not make up a large percentage of total operating costs. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading or repairing an access road or fencing. Lastly, ground leases are generally for an initial term of 5 years or more, with multiple renewal options of five year periodsrenewable, at our option, for multiple five-year periods, and provide for either annual rent escalators which typically average 3% - 4% annually or provide for term escalations of approximately 15%.
The table below details the percentage of total company revenues and operating profit contributed by the site leasing segment. Information regarding the total and percentage of assets used in our site leasing services business is included in Note 2122 of our Consolidated Financial Statements included in this Report.
For the year ended December 31, 2006 For the year ended December 31, 2005 For the year ended December 31, 2004 (1) Site Leasing Segment Operating Profit is a non-GAAP financial measure. We reconcile this measure and provide other Regulations G disclosure later in this annual report in the section titled Non-GAAP Financial Measures. Percentage of
Revenues Site Leasing Segment
Operating Profit
Contribution(1) 73.0% 95.4% 62.0% 95.0% 62.2% 94.1%
As a result of the AAT Acquisition, we expect that site leasing revenues and segment operating profit will increase substantially in 2007. We believe that over the long-term site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and network coverage requirements. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications. Furthermore, because our towers are strategically positioned and our customers typically do not re-locate, we have historically experienced low customer churn as a percentage of revenue.
| Percentage of Revenues | Operating Profit Contribution | |||||
For the year ended December 31, 2005 | 62.0 | % | 95.0 | % | ||
For the year ended December 31, 2004 | 62.2 | % | 94.1 | % | ||
For the year ended December 31, 2003 | 66.6 | % | 93.5 | % |
Site Development Services
Our site development business is a corollarycomplementary to our site leasing business, and provides us the ability to (1) keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and (2) capture ancillary revenues that are generated by our site leasing activities, such as antenna installation and equipment installation at our tower locations. Our site development services business consists of two segments, site development consulting and site development construction, through which we provide wireless service providers a full range of end-to-end services. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction.
Site development services revenues are received primarily from wireless service providers or companies providing development or project management services to wireless service providers. 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. Site development projects, both consulting and construction, include contracts on a time and materials basis or a fixed price basis. The majority of our site development services are billed on a fixed price basis. Time and materials based site development contracts are billed and revenue is recognized at contractual rates as the services are rendered. Our site development projects generally take from three to twelve months to complete. For those site development consulting contracts in which we perform work on a fixed price basis, we bill the client, and recognize revenue, based on the completion of agreed upon phases of thethis project on a per site basis. Upon the completion of each phase, we recognize the revenue related to that phase.
Our revenue from construction projects is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Revenue from our site development construction business may fluctuate from period to period depending on construction activities, which are a function of the timing and amount of our clients’ capital expenditures, the number and significance of active customer engagements during a period, weather and other factors.
Cost of site development consulting revenue and construction revenue include all costs of materials, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development consulting projects and construction projects are recognized as incurred.
Since 2001 our site development services profit levels have decreased significantly as a result of a substantial decline in capital expenditures by wireless service providers particularly during 2001-2003 as well as competitive pricing pressures that have driven margins below our desired levels.
The table below provides the percentage of total company revenues and total segment operating profit contributed by site development services over the last three years. Information regarding the total and percentage of assets used in our site development services businesses is included in Note 2122 of our Consolidated Financial Statements included in this Report.
| For the year ended December 31, | ||||||||||||||||||||
| Percentage of Revenues | Segment Operating Profit Contribution | |||||||||||||||||||
| 2006 | 2005 | 2004 | 2006 | 2005 | 2004 | |||||||||||||||
Site development consulting | 4.7 | % | 5.2 | % | 6.2 | % | 1.3 | % | 1.3 | % | 1.6 | % | ||||||||
Site development construction | 22.3 | % | 32.8 | % | 31.6 | % | 3.3 | % | 3.7 | % | 4.3 | % | ||||||||
Site development consulting Site development For the year ended December 31, Percentage of Revenues Operating Profit Contribution 2005 2004 2003 2005 2004 2003 5.2 % 6.2 % 6.4 % 1.3 % 1.6 % 1.2 % 32.8 % 31.6 % 27.0 % 3.7 % 4.3 % 5.4 %
We have mitigated the decline in site development services revenues and operating profit levels by focusing on site leasing as our primary business as well as focusing on our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction for our site development services business. During 2004, we completed our previously announced plan to exit the services business in the Western portion of the United States based on our determination that the business was no longer beneficial to our site leasing business. Grossbusiness at the time. In connection with this plan, we realized gross proceeds realized from sales during the fiscal year ended December 31, 2004 wereof $0.4 million, and recorded a loss on disposal of discontinued operations of $0.8 million was recorded,both of which isare included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations.
Additional CMBS Certificates Issuance
On November 6, 2006, SBA CMBS -1 Depositor LLC, (the “Depositor”) an indirect subsidiary of ours, sold in a private transaction, $1.15 billion of Commercial Mortgage Pass-Through Certificates Series 2006-1 issued by SBA CMBS Trust (the “Trust”), a trust established by the Depositor (the “Additional CMBS Transaction”). The Additional CMBS Certificates have a weighted average monthly fixed coupon interest rate of 6.0%, and a weighted average interest rate to us of 6.3% after giving effect to the settlement of the hedging arrangements we entered into in anticipation of the financing. We used a substantial portion of the net proceeds from this issuance to repay the bridge facility, fund required reserves, and pay fees and expenses associated with the Additional CMBS Transaction. The remainder of the net proceeds were used for working capital. The Additional CMBS Certificates have an anticipated repayment date of five years with a final repayment date in November 2036.
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to Consolidated Financial Statements for the year ended December 31, 2005,2006, included herein. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.
Construction Revenue
Revenue from construction projects is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because we consider total cost to be the best available measure of progress on each contract. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on each contract nears completion. The asset “Costs“costs and estimated earnings in excess of billings on uncompleted contracts” represents expenses incurred and revenues recognized in excess of amounts billed. The liability “Billings“billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized.
Allowance for Doubtful Accounts
We perform periodic credit evaluations of our customers. We continuously monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. Establishing reserves against specific accounts receivable and the overall adequacy of our allowance is a matter of judgment.
Asset Impairment
We evaluate the potential impairment of individual long-lived assets, principally the tower sites.sites and intangible assets. We record an impairment charge when we believe an investment in towers or the intangible asset has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower site. We consider
many factors and make certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. In addition, we make certain assumptions in determining an asset’s fair value less costs to sell for purposes of calculating the amount of an impairment charge. Changes in those assumptions or market conditions may result in a fair value less costs to sell which is different from management’s estimates. Future adverse changes in market conditions could result in losses or an inability to recover the carrying value, thereby possibly requiring an impairment charge in the future. In addition, if our assumptions regarding future undiscounted cash flows and related assumptions are incorrect, a future impairment charge may be required.
Property Tax Expense
We typically receive notifications and invoices in arrears for property taxes associated with the tangible personal property and real property used in our site leasing business. As a result, we recognize property tax expense, which is reflected as a component of site leasing cost of revenue, based on our best estimate of anticipated property tax payments related to the current period. We consider several factors in establishing this estimate, including our historical level of incurred property taxes, the location of the property, our awareness of jurisdictional property value assessment methods and industry related property tax information. If our estimates regarding anticipated property tax expenses are incorrect, a future increase or decrease in site leasing cost of revenue may be required.
RESULTS OF OPERATIONS
Year Ended 2006 Compared to Year Ended 2005
Revenues:
| For the year ended December 31, | |||||||||||||||
| 2006 | Percentage of Revenues | 2005 | Percentage of Revenues | Percentage Change | |||||||||||
| (in thousands except for percentages) | |||||||||||||||
Site leasing | $ | 256,170 | 73.0 | % | $ | 161,277 | 62.0 | % | 58.8 | % | |||||
Site development consulting | 16,660 | 4.7 | % | 13,549 | 5.2 | % | 23.0 | % | |||||||
Site development construction | 78,272 | 22.3 | % | 85,165 | 32.8 | % | (8.1 | )% | |||||||
Total revenues | $ | 351,102 | 100.0 | % | $ | 259,991 | 100.0 | % | 35.0 | % | |||||
Site leasing revenue increased due to the increased number of new tenant installations, the amount of lease amendments related to equipment added to our towers, revenue generated by the towers that we acquired in the AAT Acquisition, other towers acquired, and towers constructed during 2006. The AAT Acquisition contributed approximately $63.2 million of the increase in total revenues. As of December 31, 2006, we had 13,602 tenants as compared to 8,278 tenants at December 31, 2005. Additionally, we have experienced on average, higher rents per tenant due to higher rents from new tenants, higher rents upon renewal by existing tenants and additional equipment added by existing tenants. Lastly, we added 2,249 towers to our portfolio in 2006 versus only adding 244 towers in 2005.
Site development consulting revenues increased as a result of a higher volume of work in 2006 versus 2005. Site development construction revenue decreased due to the roll-off of certain of our prior construction contracts from the larger wireless carriers and our efforts to focus on capturing the higher margin services work rather than volume.
Operating Expenses:
| For the year ended December 31, | ||||||||||
| 2006 | 2005 | Percentage Change | ||||||||
| (in thousands) | ||||||||||
Cost of revenues (exclusive of depreciation, accretion and amortization): | ||||||||||
Site leasing | $ | 70,663 | $ | 47,259 | 49.5 | % | ||||
Site development consulting | 14,082 | 12,004 | 17.3 | % | ||||||
Site development construction | 71,841 | 80,689 | (11.0 | )% | ||||||
Selling, general and administrative | 42,277 | 28,178 | 50.0 | % | ||||||
Asset impairment and other (credits) charges | (357 | ) | 448 | (179.6 | )% | |||||
Depreciation, accretion and amortization | 133,088 | 87,218 | 52.6 | % | ||||||
Total operating expenses | $ | 331,594 | $ | 255,796 | 29.6 | % | ||||
Site leasing cost of revenues increased primarily as a result of the growth in the number of towers owned by us, which was 5,551 at December 31, 2006 up from 3,304 at December 31, 2005. The AAT Acquisition contributed approximately $19.6 million to the increase in total site leasing cost of revenues. Site development consulting cost of revenues increased as a result of higher volume of work for the year ended December 31, 2006 versus the same period of 2005. Site development construction cost of revenue decreased due to the roll-off of certain of our prior construction contracts from the larger wireless carriers and our efforts to focus on capturing the higher margin services work rather than volume. That focus and changing market conditions for the year ended December 31, 2006 resulted in higher margin jobs in 2006 versus 2005.
Selling, general, and administrative expense increased $14.1 million, which was due to a $6.9 million increase in salaries, benefits, and other backoffice operating expenses resulting primarily from a higher number of employees, a significant portion of which is attributable to the AAT Acquisition. Selling, general, and administrative expense was also impacted by $5.3 million of stock option and employee stock purchase plan expense that we recognized in 2006 in accordance with SFAS 123R as compared to $0.5 million in 2005. The remaining portion of the increase was due to $2.3 million of bonus, transition, and integration expenses incurred in connection with the AAT Acquisition. These bonus, transition, and integration expenses are not expected to recur in future years.
Depreciation, accretion and amortization expense increased primarily due to expense on assets acquired in the AAT Acquisition, which represented approximately $46.4 million, offset by the decrease in certain towers becoming fully depreciated since December 31, 2005.
Operating Income:
For the year ended December 31, | |||||||||
| 2006 | 2005 | Percentage Change | |||||||
| (in thousands) | |||||||||
Operating income | $ | 19,508 | $ | 4,195 | 365.0 | % | |||
The increase in operating income was primarily due to increases in the segment operating profit (see below) of the site leasing segment, which was primarily due to an increased number of towers acquired in the AAT Acquisition. This increase was further augmented by an increase in segment operating profit of the site development construction segment which was due to the roll-off of certain of our prior construction contracts from the larger wireless carriers which were at lower margins than subsequent work that was at higher margins. These increases were offset by an increase in selling, general, and administrative expense and depreciation, accretion, and amortization expense for the year ended December 31, 2006 versus the year ended December 31, 2005.
Segment Operating Profit:
| For the year ended December 31, | |||||||||
| 2006 | 2005 | Percentage Change | |||||||
| (in thousands) | |||||||||
Segment operating profit: | |||||||||
Site leasing | $ | 185,507 | $ | 114,018 | 62.7 | % | |||
Site development consulting | 2,578 | 1,545 | 66.9 | % | |||||
Site development construction | 6,431 | 4,476 | 43.7 | % | |||||
Total | $ | 194,516 | $ | 120,039 | 62.0 | % | |||
The increase in site leasing segment operating profit related primarily to additional revenue generated by the increased number of towers acquired in the AAT Acquisition, which contributed $43.6 million of the increase. The remaining increase is primarily due to the revenue from the increased number of tenants and tenant equipment on our sites in 2006 versus 2005, which had minimal incremental associated costs.
Other Income (Expense):
For the year ended ended December 31, | |||||||||||
| 2006 | 2005 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Interest income | $ | 3,814 | $ | 2,096 | 82.0 | % | |||||
Interest expense | (81,283 | ) | (40,511 | ) | 100.6 | % | |||||
Non-cash interest expense | (6,845 | ) | (26,234 | ) | (73.9 | )% | |||||
Amortization of deferred financing fees | (11,584 | ) | (2,850 | ) | 306.5 | % | |||||
Loss from write-off of deferred financing fees and extinguishment of debt | (57,233 | ) | (29,271 | ) | 95.5 | % | |||||
Other | 692 | 31 | 2,132.3 | % | |||||||
Total other expense | $ | (152,439 | ) | $ | (96,739 | ) | 57.6 | % | |||
Interest expense for the year ended December 31, 2006 increased $40.8 million from the year ended December 31, 2005. This increase is primarily due to the higher aggregate amount of cash-interest bearing debt outstanding during 2006, which consisted of a $1.1 billion bridge loan during the second, third, and a portion of the fourth quarters of 2006 and $405 million of Initial CMBS Certificates outstanding for all twelve months of 2006 and $1.15 billion of Additional CMBS Certificates outstanding for the last two months of 2006, versus an average balance of $587.6 million of cash interest bearing debt in 2005, which was primarily comprised of our 8 1/2% senior notes, our senior secured credit facility and the Initial CMBS Certificates.
Non-cash interest expense for the year ended December 31, 2006 decreased $19.4 million from the year ended December 31, 2005. The decrease was a result of the redemption and repurchase of $111.8 million of 9 3/4% senior discount notes in June and November of 2005 and the repurchase of the remaining aggregate principal amount of $223.7 million of these notes in April 2006.
Amortization of deferred financing fees for the year ended December 31, 2006 increased by $8.7 million, as compared to the year ended December 31, 2005. This increase was primarily due to amortization of fees relating to the $1.1 billion bridge loan, the $1.15 billion of Additional CMBS Certificates, the $405.0 million of Initial CMBS Certificates, and the senior revolving credit facility for the year ended December 31, 2006 versus the amortization of fees on outstanding 8 1/2% senior notes, 9 3/4% senior discount notes, and the senior secured credit facility for the year ended December 31, 2005.
Loss from write-off of deferred financing fees and extinguishment of debt for the year ended December 31, 2006 was $57.2 million, an increase of $27.9 million from the year ended December 31, 2005. The increase was attributable to the loss from write-off of $10.2 million of deferred financing fees and $47.0 million of losses on the extinguishment of debt resulting from the repayment of the $1.1 billion of the bridge loan in November 2006, repurchase of $223.7 million of our 9 3/4% senior discount notes and $162.5 million of our 8 1/2% senior notes in April 2006, versus the loss from write-off of $2.3 million of deferred financing fees and $10.9 million of losses on the extinguishment of debt associated with the redemption of $111.8 million of our 9 3/4% senior discount notes, the write-off of $1.7 million of deferred financing fees and $7.4 million of losses from the write-off of $87.5 million of our 8 1/2% senior notes, the write-off of $5.4 million of deferred financing fees associated with the repayment and refinancing of our prior senior credit facility, and the write-off of $0.8 million of deferred financing fees and $0.7 million on the extinguishment of debt associated with the redemption of $50.0 million of our 10 1/4%senior notes during 2005.
Adjusted EBITDA:
For the year ended December 31, | Percentage | ||||||||
| 2006 | 2005 | Change | |||||||
| (in thousands) | |||||||||
Adjusted EBITDA | $ | 161,814 | $ | 95,322 | 69.8 | % | |||
The increase in Adjusted EBITDA for the year ended December 31, 2006 was primarily the result of increased segment operating profit from our site leasing segment. Adjusted EBITDA is a non-GAAP financial measure. We reconcile this measure and provide other Regulation G disclosures later in this annual report in the section titled Non-GAAP Financial Measures.
Net Loss:
For the year ended December 31, | Percentage | ||||||||||
| 2006 | 2005 | Change | |||||||||
| (in thousands) | |||||||||||
Net loss | $ | (133,448 | ) | $ | (94,709 | ) | 40.9 | % | |||
Net loss for year ended December 31, 2006 increased $38.7 million from the year ended December 31, 2005. The increase in net loss is primarily a result of higher interest expense, an increase in loss from write-off of deferred financing fees and extinguishment of debt, and higher amortization of deferred financing fees, offset by improved operating income and lower non-cash interest expense for the year ended December 31, 2006 as compared to the year ended December 31, 2005.
Year Ended 2005 Compared to Year Ended 2004
Revenues:
| For the year ended December 31, | |||||||||||||||
| 2005 | Percentage of Revenues | 2004 | Percentage of Revenues | Percentage Change | |||||||||||
| (in thousands except for percentages) | |||||||||||||||
Site leasing | $ | 161,277 | 62.0 | % | $ | 144,004 | 62.2 | % | 12.0 | % | |||||
Site development consulting | 13,549 | 5.2 | % | 14,456 | 6.2 | % | (6.3 | )% | |||||||
Site development construction | 85,165 | 32.8 | % | 73,022 | 31.6 | % | 16.6 | % | |||||||
Total revenues | $ | 259,991 | 100.0 | % | $ | 231,482 | 100.0 | % | 12.3 | % | |||||
Site leasing revenue increased due to the increased number of new tenant installations, the amount of lease amendments related to equipment added to our towers and the towers we acquired and constructed during 2005. As of December 31, 2005, we had 8,278 tenants as compared to 7,449 tenants at December 31, 2004. During the year ended 2005, 82% of contractual revenues from new leases and amendments executed in 2005 were related to new tenant installation and 18% were related to additional equipment being added by existing tenants. During the year ended 2004, 88% of contractual revenues from new leases and amendments executed in 2004 were related to new tenant installation and 12% were related to additional equipment being added by existing tenants. Additionally, we have experienced on average higher average rents per tenant due to higher rents from new tenants, higher rents upon renewal by existing tenants and additional equipment added by existing tenants. Lastly, we added 244 towers to our portfolio in 2005 versus only 15 towers in 2004.
Site development construction revenue increased primarily as a result of revenue generated from a services contract with Cingular in the North and South Carolina markets that was only in its initial stages in 2004. The increase in site development construction revenue is also a result of an increase in the overall volume of work in the second, third, and fourth quarters of 2005 as compared to the same periods of 2004.
Operating Expenses:
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||
| 2005 | 2004 | Percentage Change | 2005 | 2004 | Percentage Change | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||
Cost of revenues (exclusive of depreciation, accretion and amortization): | ||||||||||||||||||
Site leasing | $ | 47,259 | $ | 47,283 | (0.1 | )% | $ | 47,259 | $ | 47,283 | (0.1 | )% | ||||||
Site development consulting | 12,004 | 12,768 | (6.0 | )% | 12,004 | 12,768 | (6.0 | )% | ||||||||||
Site development construction | 80,689 | 68,630 | 17.6 | % | 80,689 | 68,630 | 17.6 | % | ||||||||||
Selling, general and administrative | 28,178 | 28,887 | (2.5 | )% | 28,178 | 28,887 | (2.5 | )% | ||||||||||
Restructuring and other charges | 50 | 250 | (80.0 | )% | ||||||||||||||
Asset impairment charges | 398 | 7,092 | (94.4 | )% | ||||||||||||||
Asset impairment and other charges | 448 | 7,342 | (93.9 | )% | ||||||||||||||
Depreciation, accretion and amortization | 87,218 | 90,453 | (3.6 | )% | 87,218 | 90,453 | (3.6 | )% | ||||||||||
Total operating expenses | $ | 255,796 | $ | 255,363 | 0.2 | % | $ | 255,796 | $ | 255,363 | 0.2 | % | ||||||
Site development construction cost of revenue increased primarily as a result of the increase in volume related to the Cingular contract mentioned above, as well as an increase in the overall volume of work in the second, third, and fourth quarters of 2005 as compared to the same periods of 2004.
Asset impairment charges decreased as a result of impairment charges taken on one tower for $0.2 million and the remaining value of the microwave network equipment of $0.2 million for the year ended December 31, 2005 as opposed to charges on 40 towers of $2.6 million and microwave network equipment of $4.5 million for the year ended December 31, 2004.
Operating Income (Loss) From Continuing Operations::
| For the year ended December 31, | |||||||
| 2005 | 2004 | ||||||
| (in thousands) | |||||||
Operating income (loss) from continuing operations | $ | 4,195 | $ | (23,881 | ) | ||
| For the year ended December 31, | ||||||||||
| 2005 | 2004 | Percentage Change | ||||||||
| (in thousands) | ||||||||||
Operating income (loss) | $ | 4,195 | $ | (23,881 | ) | 117.6 | % | |||
The decrease in operating loss from continuing operations primarily was a result of higher revenues and lower overall operating expenses, in particular asset impairment charges, and a decrease in depreciation, accretion and amortization expense in 2005 as compared to 2004.
Segment Operating Profit:
For the year ended December 31, | For the year ended December 31, | |||||||||||||||||
| 2005 | 2004 | Percentage Change | 2005 | 2004 | Percentage Change | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||
Segment operating profit | ||||||||||||||||||
Segment operating profit: | ||||||||||||||||||
Site leasing | $ | 114,018 | $ | 96,721 | 17.9 | % | $ | 114,018 | $ | 96,721 | 17.9 | % | ||||||
Site development consulting | 1,545 | 1,688 | (8.5 | )% | 1,545 | 1,688 | (8.5 | )% | ||||||||||
Site development construction | 4,476 | 4,392 | 1.9 | % | 4,476 | 4,392 | 1.9 | % | ||||||||||
Total | $ | 120,039 | $ | 102,801 | 16.8 | % | ||||||||||||
| $ | 120,039 | $ | 102,801 | 16.8 | % | |||||||||||||
The increase in site leasing segment operating profit was related primarily to additional revenue per tower generated by the increased number of tenants and tenant equipment on our sites in 2005 versus 2004, without a commensurate increase in the cost of revenues (excluding depreciation, accretion, and amortization) due to property tax reductions and tower operating cost reduction initiatives.
Other Income (Expense):
| For the year ended ended December 31, | |||||||||||
| 2005 | 2004 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Interest income | $ | 2,096 | $ | 516 | 306.2 | % | |||||
Interest expense | (40,511 | ) | (47,460 | ) | (14.6 | )% | |||||
Non-cash interest expense | (26,234 | ) | (28,082 | ) | (6.6 | )% | |||||
Amortization of deferred financing fees | (2,850 | ) | (3,445 | ) | (17.3 | )% | |||||
Loss from write-off of deferred financing fees and extinguishment of debt | (29,271 | ) | (41,197 | ) | (28.9 | )% | |||||
Other | 31 | 236 | (86.9 | )% | |||||||
Total other expense | $ | (96,739 | ) | $ | (119,432 | ) | (19.0 | )% | |||
Interest expense, non-cash interest expense, and amortization of deferred financing fees decreased primarily as a result of the redemptions of 35% of our 9 3/4% senior discount notes and our 8 1/2% senior notes from the gross proceeds of our May and October equity offerings totaling $226.9 million in 2005.
The decrease in loss from write-off of deferred financing fees and extinguishment of debt was attributed to the write-off of $10.2 million of deferred financing fees and $19.1 million of losses on the extinguishment of debt resulting from the retirement of our 10 1/4% senior notes, refinancing our senior credit facility, and redemptions of 35% of our 9 3/4% senior discount notes and our 8 1/2% senior notes for the year ended December 31, 2005, versus a write-off of $13.1 million of deferred financing fees and $28.1 million of losses on the extinguishment of debt associated with the early retirement of our 12% senior discount notes, a significant portion of our 10 1/4% senior notes and the termination of a prior senior credit facility in the year ended December 31, 2004.
Adjusted EBITDA:
| For the year ended December 31, | |||||||||
| 2005 | 2004 | Percentage Change | |||||||
| (in thousands) | |||||||||
Adjusted EBITDA | $ | 95,322 | $ | 78,794 | 21.0 | % | |||
The increase in adjustedAdjusted EBITDA was primarily the result of stronger performance ofimprovement in the site leasing segment operating profit for the year ended December 31, 2005 versus the year ended December 31, 2004. Adjusted EBITDA is a non-GAAP financial measure. We reconcile this measure and provide other Regulation G disclosures later in this annual report in the section titled Non-GAAP Financial Measures.
Discontinued Operations, Net of Income Taxes:
| For the year ended December 31, | |||||||||||
| 2005 | 2004 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Loss from discontinued operations, net of income taxes | $ | (61 | ) | $ | (3,257 | ) | 98.1 | % | |||
| For the year ended December 31, | |||||||||||
| 2005 | 2004 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Loss from discontinued operations, net of income taxes | $ | (61 | ) | $ | (3,257 | ) | (98.1 | )% | |||
Loss from discontinued operations of $3.3 million in 2004 was primarily a result of the loss on the western services business, which was sold in 2004, as compared to only trailing costcosts of $0.06 million recorded in 2005.
Net Loss:
| For the year ended December 31, | |||||||||||
| 2005 | 2004 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | 35.7 | % | |||
For the year ended December 31, | Percentage | ||||||||||
| 2005 | 2004 | Change | |||||||||
| (in thousands) | |||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | (35.7 | )% | |||
The decrease in net loss is primarily a result of improved operating income (loss) from continuing operations,, lower asset impairment charges, lower depreciation, accretion, and amortization expense and lower interest expense and non-cash interest expense for the year ended December 31, 2005 as compared with the year ended December 31, 2004.
Year Ended 2004 Compared to Year Ended 2003
Revenues:
| For the year ended December 31, | |||||||||||||||
| 2004 | Percentage of Revenues | 2003 | Percentage of Revenues | Percentage Change | |||||||||||
| (in thousands except for percentages) | |||||||||||||||
Site leasing | $ | 144,004 | 62.2 | % | $ | 127,852 | 66.6 | % | 12.6 | % | |||||
Site development consulting | 14,456 | 6.2 | % | 12,337 | 6.4 | % | 17.2 | % | |||||||
Site development construction | 73,022 | 31.6 | % | 51,920 | 27.0 | % | 40.6 | % | |||||||
Total revenues | $ | 231,482 | 100.0 | % | $ | 192,109 | 100.0 | % | 20.5 | % | |||||
Site leasing revenue increased due to the increased number of tenants and the amount of equipment added to our towers. During the year ended 2004, 88% of contractual revenues from new leases and amendments executed in 2004 were related to new tenant installation and 12% were related to additional equipment being added by existing tenants. During the year ended 2003, 89% of contractual revenues from new leases and amendments executed in 2003 were related to new tenant installation and 11% were related to additional equipment being added by existing tenants. Additionally, we have experienced higher average rents per tenant due to higher rents from new tenants, higher rents upon renewal by existing tenants and additional equipment added by existing tenants.
Site development construction revenue increased primarily as a result of the significant services contract awarded by Sprint in mid 2003, which increased our volume of activity for the year ended December 31, 2004 compared to the same period a year ago.
Operating Expenses:
| For the year ended December 31, | |||||||||
| 2004 | 2003 | Percentage Change | |||||||
| (in thousands) | |||||||||
Cost of revenues (exclusive of depreciation, accretion and amortization): | |||||||||
Site leasing | $ | 47,283 | $ | 47,793 | (1.1 | )% | |||
Site development consulting | 12,768 | 11,350 | 12.5 | % | |||||
Site development construction | 68,630 | 47,333 | 45.0 | % | |||||
Selling, general and administrative | 28,887 | 30,714 | (5.9 | )% | |||||
Restructuring and other charges | 250 | 2,094 | (88.1 | )% | |||||
Asset impairment charges | 7,092 | 12,993 | (45.4 | )% | |||||
Depreciation, accretion and amortization | 90,453 | 93,657 | (3.4 | )% | |||||
Total operating expenses | $ | 255,363 | $ | 245,934 | 3.8 | % | |||
Cost of revenues increased primarily due to increased activity associated with the significant services contract awarded by Sprint in mid 2003 related to the site development construction business.
In 2004, we recognized approximately $7.1 million in asset impairment charges related to 40 towers and a microwave network. By comparison, in 2003 we recognized approximately $13.0 million of asset impairment charges related to 70 towers. In addition, selling, general and administrative expenses decreased primarily due to the reduction of bad debt expense of approximately $2.0 million as a result of improved collections and credit quality of our receivables.
Operating Loss from Continuing Operations:
| For the year ended December 31, | |||||||||||
| 2004 | 2003 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Operating loss from continuing operations | $ | (23,881 | ) | $ | (53,825 | ) | (55.6 | )% | |||
This decrease in operating loss from continuing operations primarily was a result of higher revenues and lower asset impairment charges in 2004 as compared to 2003.
Segment Operating Profit:
| For the year ended December 31, | |||||||||
| 2004 | 2003 | Percentage Change | |||||||
| (in thousands) | |||||||||
Segment operating profit | |||||||||
Site leasing | $ | 96,721 | $ | 80,059 | 20.8 | % | |||
Site development consulting | 1,688 | 987 | 71.0 | % | |||||
Site development construction | 4,392 | 4,587 | (4.2 | )% | |||||
| $ | 102,801 | $ | 85,633 | 20.0 | % | ||||
The increase in site leasing segment operating profit related primarily to additional revenue per tower generated by the increased number of tenants on our sites in 2004 versus 2003, without a commensurate increase in the cost of revenues (excluding depreciation, accretion, and amortization) due to tower operating cost reduction initiatives.
Other Income (Expense):
| For the year ended December 31, | |||||||||||
| 2004 | 2003 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Interest income | $ | 516 | $ | 692 | (25.4 | )% | |||||
Interest expense | (47,460 | ) | (81,501 | ) | (41.8 | )% | |||||
Non-cash interest expense | (28,082 | ) | (9,277 | ) | 202.7 | % | |||||
Amortization of debt issuance costs | (3,445 | ) | (5,115 | ) | (32.6 | )% | |||||
Loss from write-off of deferred financing fees and extinguishment of debt | (41,197 | ) | (24,219 | ) | 70.1 | % | |||||
Other | 236 | 169 | 39.6 | % | |||||||
Total other expense | $ | (119,432 | ) | $ | (119,251 | ) | 0.2 | % | |||
Interest expense decreased in 2004 primarily as a result of the repurchases and redemption of the 12% senior discount notes with proceeds from the 9 3/4% senior discount notes issued in December 2003 and proceeds from our prior senior credit facility which we obtained in January 2004, as well as repurchases of our 10 1/4% senior notes throughout 2004.
Non cash interest expense increased due to the amortization of the original interest discount of the 9 3/4% senior discount notes, which were issued to refinance the 12% senior discount notes in late 2003.
The increase in loss from write-off of deferred financing fees and extinguishment of debt was attributed to a write-off of $13.1 million of deferred financing fees and a $28.1 million loss on the extinguishment of debt associated with the early retirement of our 12% senior discount notes, a significant portion of our 10 1/4% senior notes and the termination of the May 2003 senior credit facility in the year ended December 31, 2004 versus the write-off of $4.4 million of deferred financing fees associated with the refinancing of our senior credit facility loans which were repaid in full, and a loss on extinguishment of debt of $19.8 million relating to the repurchase of our 12% senior discount notes for the comparable period in 2003.
Adjusted EBITDA:
| For the year ended December 31, | |||||||||
| 2004 | 2003 | Percentage Change | |||||||
| (in thousands) | |||||||||
Adjusted EBITDA | $ | 78,794 | $ | 61,018 | 29.1 | % | |||
The increase in adjusted EBITDA was primarily the result of improvement in the site leasing segment operating profit for the year ended December 31, 2004 versus the year ended December 31, 2003.
Discontinued Operations, Net of Income Taxes:
| For the year ended December 31, | ||||||||||
| 2004 | 2003 | Percentage Change | ||||||||
| (in thousands) | ||||||||||
Income (loss) from discontinued operations, net of income taxes | $ | (3,257 | ) | $ | 202 | (1,712.4 | )% | |||
The increase in loss from discontinued operations was primarily a result the loss on the western services business which was sold in 2004 versus the gain from discontinued operations relating to the towers sold in the Western tower sale in 2003.
Cumulative Effect of Changes In Accounting Principle:
For the year ended December 31, | |||||||||
| 2004 | 2003 | Percentage Change | |||||||
| (in thousands) | |||||||||
Cumulative effect of change in accounting principle | $ | — | $ | 545 | (100.0 | )% | |||
The 2003 cumulative effect of changes in accounting principle was the result of the adoption of SFAS 143 on January 1, 2003.
Net Loss:
| For the year ended December 31, | |||||||||||
| 2004 | 2003 | Percentage Change | |||||||||
| (in thousands) | |||||||||||
Net loss | $ | (147,280 | ) | $ | (175,148 | ) | (15.9 | )% | |||
The decrease in net loss is primarily a result of improved operating income (loss) from continuing operations, lower asset impairment charges and lower depreciation, accretion, and amortization expense and restructuring expense for the year ended December 31, 2004 as compared with the year ended December 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
SBA Communications Corporation (“SBA Communications”) is a holding company with no business operations of its own. Our only significant asset is the outstanding capital stock of SBA Telecommunications, Inc. (“Telecommunications”), which is also a holding company that owns the outstanding capital stock of SBA Senior Finance. Finance, Inc. (“SBA Senior Finance owns,Finance”), which, directly or indirectly, owns the capital stockequity interest in substantially all of our subsidiaries or is the sole member if the subsidiary is a limited liability company (“LLC”).subsidiaries. We conduct all of our business operations through our SBA Senior Finance subsidiaries.subsidiaries, primarily through the borrowers under the mortgage loan underlying the Initial CMBS Certificates and Additional CMBS Certificates (collectively, the “CMBS Certificates”), and SBA Senior Finance II LLC, the borrower under the revolving credit facility.
Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries. The ability of our subsidiaries to pay cash or stock dividends is restricted under the terms of our CMBS Certificates senior credit facility and the indentures for the 9 3/4% senior discount notes and the 8 1/2% senior notes.our other debt instruments.
A summary of our cash flows is as follows:
| For the year ended December 31, 2005 | ||||
| (in thousands) | ||||
Summary cash flow information: | ||||
Cash provided by operating activities | $ | 49,767 | ||
Cash used in investing activities | (99,283 | ) | ||
Cash provided by financing activities | 25,823 | |||
Decrease in cash and cash equivalents | (23,693 | ) | ||
Cash and cash equivalents, December 31, 2004 | 69,627 | |||
Cash and cash equivalents, December 31, 2005 | $ | 45,934 | ||
For the year ended December 31, 2006 Summary cash flow information: Cash provided by operating activities Cash used in investing activities Cash provided by financing activities Increase in cash and cash equivalents Cash and cash equivalents, December 31, 2005 Cash and cash equivalents, December 31, 2006 (in thousands) $ 75,960 (739,876 ) 664,130 214 45,934 $ 46,148
Sources of Liquidity
We have traditionally funded our growth, including our tower portfolio growth, through long-term indebtedness. During 2003 and 2004, we issuedborrowings under our revolving credit facility, long-term indebtedness and equity issuances. In addition, we have recently begun to permit usfund our growth with cash flows from operations.
During the past few years, we have pursued a strategy of refinancing our higher cost long-term debt with lower cost debt and equity in order to redeemlower our older, more expensive, outstanding notestotal indebtedness, our interest expense and reduce our weighted average cost of debt. In December 2003, SBA Communications and Telecommunications co-issued $402.0As a result of these initiatives, we redeemed and/or repurchased an aggregate of $249.3 million of aggregate principal amountour high-yield notes during 2005 and the remaining $386.2 million in 2006. In addition, we reduced our weighted average cost of debt from 7.35% at maturityDecember 31, 2005 to 5.96% at December 31, 2006.
In connection with the AAT Acquisition, we repurchased all of theirour outstanding 9 3/4%senior discount notes and used the proceeds to redeem and/or repurchase all of our 12% senior discount notes and to repurchase a portion of our 10 1/4% senior notes. In December 2004, we issued $250.0 million of our 8 1/2% senior notesnotes. We funded these repurchases, including the associated premiums and used the proceeds to redeem and/or repurchase all of our outstanding 10 1/4% senior notes, of which we repurchased $186.5 million in December 2004 and redeemed the remaining $50.0 million on February 1, 2005.
On May 11, 2005, we issued 8.0 million shares of our Class A common stock. The shares were issued off of the universal shelf registration statement we have on file with the Securities and Exchange Commission (“SEC”) which registers the issuance of any combination of the following securities: Class A common stock, preferred stock, debt securities, depositary shares or warrants. The net proceeds from the issuance were $75.4 million after deducting underwriting fees, and offering expenses, and were used to redeem an accreted balancethe cash consideration paid in the AAT Acquisition, with a portion of $68.9 million of the 9 3/4% senior discount notes and to pay the applicable premium for the redemption.
On October 5, 2005, we issued 10.0 million shares of our Class A common stock. The shares were issued off of the universal shelf registration statement discussed above. The net proceeds from the issuance were $151.5 million after deducting underwriting fees and offering expenses. On November 7, 2005, these proceeds were used to redeem an accreted balance of $42.9 million of the 9 3/4% senior discount notes and pay the applicable premium for the redemption, redeem $87.5 million of our 8 1/2% senior notes and pay the applicable premium for the redemption and for working capital purposes. After adjustment for the May 11, 2005 and October 5, 2005 offerings, we can still issue up to $21.4 million of securities under our universal shelf registration statement.$1.1 billion bridge loan entered into by Senior Finance.
On November 18, 2005,6, 2006, SBA CMBS-1 Depositor LLC, (the “Depositor”), an indirect subsidiary of SBA Communications,ours, sold in a private transaction $405 million$1.15 billion of Commercial Mortgage Pass-Through Certificates, Series 2005-1 (the “CMBS Certificates”)2006-1 issued by SBA CMBS Trust (the “Trust”), a trust established by the Depositor.Trust. The Additional CMBS Certificates have a contract weighted average fixed coupon interest rate of 5.6%6.0%, and ana weighted average interest rate to us of 4.8%6.3% after giving effect to the settlement gain of two interest rate swap agreements entered in contemplation of the transaction.hedging arrangements we entered into in anticipation of the financing. The Additional CMBS Certificates are rated investment grade and have an expected life of five years with a final repayment date in 2035.2036. We used a substantial portion of the net proceeds received from this issuanceoffering to refinance the prior senior creditrepay our $1.1 billion bridge facility, to fund required reserves, and fund reservespay fees and expenses associated with the Additional CMBS Transaction. The remainder of the net proceeds will bewere used for working capital. Upon the closing of the Additional CMBS Transaction, we had total indebtedness outstanding of $1.6 billion, consisting entirely of a mortgage loan held by us at our discretion.the Trust bearing a weighted average coupon fixed interest rate of 5.9%.
We also have on file with the SEC a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or companies that provide related services at various locations in the United States. As of December 31, 2005, we have approximately 2.3 million shares of Class A common stock remaining under this shelf registration statement.
On December 22, 2005, we closed onentered into a newcredit agreement for a senior secured revolving credit facility in the amount of $160.0 million. The newThis facility consists of a $160.0 million revolving loan, which may be borrowed, repaid and redrawn, subject to compliance with certain covenants. The newThis facility will mature on December 21, 2007. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at a base rate plus a margin that ranges from 12.5 basis points to 100 basis points. Amounts borrowed under this facility will be secured by a first lien on substantially all of SBA Senior Finance II’s assets and are guaranteed by certain of our other subsidiaries. No amounts were outstanding under this facility at December 31, 2005.2006. As of December 31, 2005,2006, we were in full compliance with the terms of the new credit facility and based on our current leverage, we had the ability to draw an additional $39.1 million (giving effect to leverage limitations contained in the indenture governing the 9 3/4% senior discount notes).$29.0 million.
A main priority for us continues to be reductions in our weighted average cost of debt. As part of this initiative we have, and may continue to, repurchase for cash and/or equity our higher cost outstanding indebtedness. As a result of our refinancing, debt repurchase and redemption activities, we have reduced our weighted average cost of debt from 7.7% at December 31, 2004 to 7.4% at December 31, 2005.
Cash provided by operating activities was $49.8$76.0 million for the year ended December 31, 2005.2006. This amount was primarily the result of operating income from the site leasing segment exclusive of depreciation, accretion, and amortization.
In addition to our capital restructuring activities completed in 2003, 2004 and 2005, in order to manage our significant levels of indebtednessleverage position and to ensure continued compliance with our financial covenants, we may exploredecide to pursue a numbervariety of alternatives, includingactions. These actions may include incurring additional indebtedness to stay at target leverage levels, selling certain assets or lines of business, issuing equity, repurchasing, restructuring, or refinancing or exchanging for equity some or all of our debt or pursuing other financial alternatives, including securitization transactions, and we may from time to time implement one or more of these alternatives. Upon closing the CMBS Transaction in November 2005, we used a substantial portion of the net proceeds to refinance the entire $400.0 million senior credit facility, which had a balance outstanding of $320.9 million, and we intend to explore the possibilities and alternatives for refinancing our remaining high yield debt securities in the future. One or more of the alternatives may include the possibility of entering into a new credit facility, issuing high yield notes, entering into a securitization transaction, issuing additional shares of common stock or securities convertible into shares of common stock, or converting our existing indebtedness into shares of common stock pursuing other financial alternatives, including securitization transactions. If implemented these actions could increase one interest expense and/or securities convertible into shares of common stock, any of which would dilute our existing shareholders. We cannot assure you that we will implement any of these strategies canor that if implemented, these strategies could be consummated, or if consummated, would effectively address the risks associatedimplemented on terms favorable to our company and its shareholders.
Registration Statements
In connection with our significant levelacquisitions, we have on file with the Securities and Exchange Commission shelf registration statements on Form S-4 registering shares of indebtedness.Class A common stock that we may issue in connection with the acquisition of wireless communication towers or companies that provide related services. During 2006, the Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering an aggregate 4.0 million shares of its Class A common stock. During 2006, we issued approximately 1.8 million shares of Class A common stock under these registration statements in connection with the acquisition of 131 towers and related assets. As of December 31, 2006, we had approximately 4.5 million shares of Class A common stock remaining under these shelf registration statements.
Uses of Liquidity
During 2005, cash used byOn April 14, 2006, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables us relating to financing activities included (1) the payment of $52.5 million relating to the redemption of our outstanding 10 1/4% senior notes which were redeemed from proceeds from the issuance of our 8 1/2% senior notes in the fourth quarter of 2004, (2) the payment of $75.6 million relating to the redemption of $68.9 million accreted value of our 9 3/4% senior discount notes, which were redeemed from the net proceeds of the issuance of 8.0 millionissue shares of our Class A common stock, shares of preferred stock, which may be represented by depositary shares, unsecured senior, senior subordinated or subordinated debt securities; and warrants to purchase any of these securities in May 2005, (3) the paymentany amounts approved by our board of $47.1 million relatingdirectors, subject to the redemptionrequirements of $42.9 million accreted valuethe Nasdaq Stock Market and the securities and other laws applicable to us. Under the rules governing the automatic shelf registration statements, we
will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement.
Uses of Liquidity
Our principal use of liquidity is cash capital expenditures associated with the growth of our 9 3/4% senior discount notes and the payment of $94.9 million relating to the redemption of $87.5 million of our 8 1/2% senior notes, which were redeemed from the net proceeds of the issuance of 10.0 million shares of our Class A common stock in October 2005 and (4) the payment of an aggregate of $320.9 million relating to the repayment and refinancing of our prior senior credit facility.
tower portfolio. Our cash capital expenditures, including cash used for acquisitions, for the year ended December 31, 20052006 were $81.0 million. Included in this amount was $12.2$754.5 million, comprised of $644.4 million of cash capital expenditures associated with the AAT Acquisition and $110.1 million of other cash capital expenditures. The $110.1 million included $16.3 million related to new tower construction, $2.8$4.1 million for maintenance tower capital expenditures, $3.1$5.7 million for augmentations and tower upgrades, $1.6$2.9 million for general corporate expenditures, and $4.5$5.8 million for ground lease purchases. In addition, we hadThis amount also includes cash capital expenditures of $56.8$75.3 million and issued approximately 1.7 million shares of Class A common stockthat we incurred in connection with the acquisition of 208339 completed towers, two towers in process, related prorated rental receipts and payments, and earnouts for the year ended December 31, 2005.
2006. The $12.2$16.3 million of new tower construction included costs associated with the completion of 3660 new towers during 20052006 and costs incurred on sites currently in process. As
We currently expect to incur cash capital expenditures associated with tower maintenance and general corporate expenditures of February 20, 2006,$8.0 million to $10.0 million during 2007. Based upon our current plans, we plan to make totalexpect our discretionary cash capital expenditures during 2006 of $25.52007 to be at least $75.0 million to $32.5 million primarily in connection with our plans$80.0 million. Primarily, these cash capital expenditures would relate to the 80 to 100 new towers we intend to build between 80in 2007, ground lease purchases and 100 towers, and to make cash expenditures of approximately $48.4 million relating to the acquisition of 164 towers already acquired or under signed purchase agreementscurrent acquisitions plans, including, as of February 20, 2006. All of these planned22, 2007, the 16 towers acquired since December 31, 2006 and the 148 towers that are subject to pending acquisition agreements. However, we are continually and actively looking for additional acquisition opportunities, which if consummated, would result in additional capital expenditures. We expect to fund our discretionary cash capital expenditures are expected to be funded byfrom cash on hand, cash flow from operations, availability under our new senior credit facility, and/or through the issuances of our Class A common stock in connection with tower acquisitions.
We estimate we will incur approximately $1,000 per tower per year for capital improvements or modifications to our towers. All of these planned capital expenditures are expected to be funded by cash on hand and cash flow from operations. The exact amount of our future capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio, and our new tower build and tower acquisition program and our ground lease purchase program.
Debt Service Requirements
At December 31, 2005,2006, we had $216.9 million$1.15 billion outstanding of the 9 3/4% senior discount notes.Additional CMBS Certificates. The 9 3/4% notes accrete in value until December 15, 2007, at which time they willAdditional CMBS Certificates have a fully accreted balancean anticipated repayment date of $261.3 million. These notes mature DecemberNovember 15, 2011. Interest on these notesthe Additional CMBS Certificates is payable June 15 and December 15, beginning June 15, 2008.
At December 31, 2005, we had $162.5 million outstandingmonthly at a blended annual rate of our 8 1/2% senior notes. The 8 1/2% notes mature on December 1, 2012. Interest on these notes is payable June 1 and December 1, and begun on June 1, 2005.6.0%. Based on the amounts outstanding at December 31, 2005,2006, annual debt service on these notesthe Additional CMBS Certificates is $13.8$68.9 million.
At December 31, 2005,2006, we had $405.0 million outstanding of ourInitial CMBS Certificates. The Initial CMBS Certificates have an anticipated repayment date of November 15, 2010. Interest on the Initial CMBS Certificates is payable monthly in arrears, generally on the 15th dayat a blended annual rate of each month.5.6%. Based on the amounts outstanding at December 31, 2005,2006, annual debt service on these notesthe Initial CMBS Certificates is $22.7 million.
At December 31, 2005,2006, we had no amounts outstanding under our senior credit facility. Based on there being no amounts outstanding and the unused commitment fees in effect, we estimate our annual debt service including amortization to be approximately $0.6 million annually related toon our senior credit facility.
Capital Instruments
Senior Notes and Senior Discount Notes
The 8 1/2% senior notes are unsecured and arepari passu in right of payment with our other existing and future senior indebtedness. The 9 3/4% senior discount notes were co-issued by SBA Communications and Telecommunications in December 2003, are unsecured, rankpari passu with the senior indebtedness and are structurally senior to all indebtedness of SBA Communications. Both the 8 1/2% senior notes and the 9 3/4% senior discount notes place certain restrictions on, among other things, the incurrence of debt and liens, issuance of preferred stock, payment of dividends or other distributions, sale of assets, transactions with affiliates, sale and leaseback transactions, certain investments and our ability to merge or consolidate with other entities.
CMBS Certificates
On November 18, 2005, the Depositor sold, in a private transaction $405$405.0 million of Initial CMBS Certificates, Series 2005-1 issued by the Trust. The Initial CMBS Certificates consist of five classes, all of which are rated investment grade, as indicated in the table below:
Subclass | Initial Subclass Principal Balance | Pass through Interest Rate | Initial Subclass Principal Balance | Pass through Interest Rate | ||||||||
| (in thousands) | (in thousands) | |||||||||||
2005-1A | $ | 238,580 | 5.369 | % | $ | 238,580 | 5.369 | % | ||||
2005-1B | 48,320 | 5.565 | % | 48,320 | 5.565 | % | ||||||
2005-1C | 48,320 | 5.731 | % | 48,320 | 5.731 | % | ||||||
2005-1D | 48,320 | 6.219 | % | 48,320 | 6.219 | % | ||||||
2005-1E | 21,460 | 6.709 | % | 21,460 | 6.706 | % | ||||||
| $ | 405,000 | 5.608 | % | $ | 405,000 | 5.608 | % | |||||
The contract weighted average monthly fixed coupon interest rate of the Initial CMBS Certificates is 5.6%, and the effective weighted average fixed interest rate to SBA Properties is 4.8% after giving effect to a settlement gain of two interest rate swap agreements entered in contemplation of the transaction. The Initial CMBS Certificates have an
expected life of five years with a final repayment date in 2035. The proceeds of the Initial CMBS Certificates were primarily used to purchase the prior senior credit facility of SBA Senior Finance and to fund reserves and pay expenses associated with the offering.
On November 6, 2006, the Depositor sold, in a private transaction, $1.15 billion of Additional CMBS Certificates. The purposeAdditional CMBS Certificates consist of nine classes. The principal balance and pass through interest rate for each class is indicated in the table below:
Subclass | Initial Subclass Principal Balance | Pass through Interest Rate | ||||
| (in thousands) | ||||||
2006-1A | $ | 439,420 | 5.314 | % | ||
2006-1B | 106,680 | 5.451 | % | |||
2006-1C | 106,680 | 5.559 | % | |||
2006-1D | 106,680 | 5.852 | % | |||
2006-1E | 36,540 | 6.174 | % | |||
2006-1F | 81,000 | 6.709 | % | |||
2006-1G | 121,000 | 6.904 | % | |||
2006-1H | 81,000 | 7.389 | % | |||
2006-1J | 71,000 | 7.825 | % | |||
Total | $ | 1,150,000 | 5.993 | % | ||
The weighted average monthly fixed coupon interest rate of the Additional CMBS transaction wasCertificates is 6.0%, and the effective weighted average fixed interest rate is 6.3% after giving effect to refinance our prior senior credit facilitythe settlement of the nine interest rate swap agreements entered in contemplation of the transaction. The Additional CMBS Certificates have an expected life of five years with a final repayment date in 2036. The proceeds of the Additional CMBS Certificates were primarily used to repay the bridge loan and therefore continue to improve our balance sheet.fund required reserves and expenses associated with the Additional CMBS Transaction.
The assets of the Trust, which issued both the Initial CMBS Certificates and the Additional CMBS Certificates, consist of a non-recourse mortgage loan initially made in favor of SBA Properties, Inc. (the “Initial Borrower”). In connection with the issuance of the Additional CMBS Transaction,Certificates, each of SBA Sites, Inc., SBA Structures, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc. and SBA Towers USVI, Inc. (the “Additional Borrowers” and collectively with the prior senior credit facility was amended and restated to replace SBA PropertiesInitial Borrower, the “Borrowers”) were added as the new borrower, to completely release SBA Finance and the other guarantors of any obligationsadditional borrowers under the senior credit facility, to increasemortgage loan and the principal amount of the mortgage loan was increased by $1.15 billion to $405.0 millionan aggregate of $1.555 billion. The Borrowers are jointly and to amend various other terms (as amended and restated, the “Mortgage Loan”). Furthermore, the Mortgage Loan was purchased by the Depositor with proceeds from the CMBS Transaction. The Depositor then assigned the Mortgage Loan to the Trust, who has all rights as lenderseverally liable under the Mortgage Loan.
Interest on the Mortgage Loan willmortgage loan. The mortgage loan is to be paid from the operating cash flows from SBA Properties’ 1,714 tower sites. SBA Properties is required to make monthly payments of interest on the Mortgage Loan.aggregate 4,975 towers owned by the Borrowers. Subject to certain limited exceptions described below, no payments of principal will be required to be made prior to the monthly payment date in November 2010, which is the anticipated repayment date.date for the components of the mortgage loan corresponding to the Initial CMBS Certificates, and no payments of principal will be required to be made on the components of the mortgage loan corresponding to the Additional CMBS Certificates prior to the monthly payment date in November 2011, which is the anticipated repayment date for the components of the mortgage loan corresponding to the Additional CMBS Certificates. However, if the debt service coverage ratio, defined as the Net
Cash Flow (as defined in the Mortgage Loanmortgage loan agreement) divided by the amount of interest on the Mortgage Loan,mortgage loan, servicing fees and trustee fees that SBA Propertiesthe Borrowers will be required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30 times or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as excess cash flow, will be deposited into a reserve account instead of being released to SBA Properties.the Borrowers. The funds in the reserve account will not be released to SBA Propertiesthe Borrowers unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the Mortgage Loan. Otherwise, on a monthly basis, the excess cash flow of SBA Propertiesthe Borrowers held by the Trustee after payment of principal, interest, reserves and expenses is distributed to SBA Properties.the Borrowers.
SBA PropertiesThe Borrowers may not prepay the Mortgage Loanmortgage loan in whole or in part at any time prior to November 2010 for the components of the mortgage loan corresponding to the Initial CMBS Certificates and November 2011 for the components of the mortgage loan corresponding to the Additional CMBS Certificates, except in limited circumstances (such as the occurrence of certain casualty and condemnation events relating to SBA Properties’the Borrowers’ tower sites). Thereafter, prepayment is permitted provided it is accompanied by any applicable prepayment consideration. If the prepayment occurs within nine months of the final maturity date, no prepayment consideration is due. The entire unpaid principal balance of the Mortgage Loanmortgage loan components corresponding to the Initial CMBS Certificates will be due in November 2035.2035 and those corresponding to the Additional CMBS Certificates will be due in November 2036. However, to the extent that the full amount of the mortgage loan component corresponding to the Initial CMBS Certificates or the amount of the mortgage loan component corresponding to the Additional CMBS Certificates are not fully repaid by their respective anticipated repayment dates, the interest rate payable on any such mortgage loan outstanding will significantly increase in accordance with the formula set forth in the mortgage loan. The Mortgage Loanmortgage loan may be defeased in whole at any time.
The Mortgage Loanmortgage loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the 1,714Borrowers’ tower sites and their operating cash flows, (2) a security interest in substantially all of SBA Properties’the Borrowers’ personal property and fixtures and (3) SBA Properties’the Borrowers’ rights under the management agreement it entered into with SBA Network Management, Inc. (“SBA Network Management”) relating to the management of SBA Properties’the Borrowers’ tower sites by SBA Network Management pursuant to which SBA Network Management arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on SBA Properties’the Borrowers’ behalf. For each calendar month, SBA Network Management is entitled to receive a management fee equal to 10%7.5% of SBA Properties’the Borrowers’ operating revenues for the immediately preceding calendar month. This management fee was reduced from 10% in connection with the issuance of the Additional CMBS Certificates.
December 2005 SeniorRevolving Credit Facility
On December 20,22, 2005, SBA Senior Finance II, closed onour wholly-owned subsidiary, entered into a new senior secured revolving credit facility in the amount of $160.0 million. This facility consists of a revolving line of credit thatmillion, which may be borrowed, repaid and redrawn.redrawn, subject to compliance with certain covenants. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at a base rate plus a margin that ranges from 12.5 basis points to 100 basis points. All outstanding amounts under the term facility are due December 21, 2007. This facility replaces our prior seniorThe borrower under the revolving credit facility, which was assigned and became the Mortgage Loan in connection with the CMBS Transaction, as discussed above.
AmountsSBA Senior Finance II, has agreed that amounts borrowed under thisthe revolving credit facility arewill be secured by a first lien on substantially all of SBA Senior Finance II’sits assets. In addition, each of SBA Senior Finance II’s subsidiaries has guaranteed the obligations of SBA Senior Finance II under the senior credit facility and has pledged substantially all of their respective assets to secure such guarantee.
The new senior credit facility requires SBA Senior Finance II to maintain specified financial ratios, including ratios regarding its debt to annualized operating cash flow, debt service, cash interest expense and fixed charges for each quarter. This new senior credit facility contains affirmative and negative covenants that, among other things, restrict its ability to incur debt and liens, sell assets, commit to capital expenditures, enter into affiliate transactions or sale-leaseback transactions, and/or build towers without anchor tenants. Additionally, this facility permits distributions by SBA Senior Finance II to Telecommunications and SBA Communications to service their debt, pay consolidated taxes, pay holding company expenses and for the repurchase of senior notes or senior discount notes subject to compliance with the covenants discussed above. SBA Senior Finance II’s ability in the future to comply with the covenants and access the available funds under the senior credit facility in the future will depend on its future financial performance. As of December 31, 2005, we were in full compliance with the financial covenants contained in this agreement.
Registration Statements
We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or companies that provide related services at various locations in the United States. During the year ended December 31, 2005, we issued approximately 1.7 million shares of Class A common stock under this registration statement as partial consideration in connection with the acquisition of 208 towers and related assets. As of December 31, 2005, we had approximately 2.3 million shares of Class A common stock remaining under this shelf registration statement.
We also have on file with the Commission a universal shelf registration statement registering Class A common stock, preferred stock, debt securities, depositary shares or warrants. During the year ended December 31, 2005, we issued 18.0 million shares of our Class A common stock in connection with our May and October 2005 equity offerings. As of December 31, 2005, we can still issue up to $21.4 million of securities under our universal shelf registration statement.
Inflation
The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a change in the rate of inflation in the future will not adversely affect our operating results.
Recent Accounting Pronouncements
Stock-based Compensation
Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payments,” (“SFAS 123R”) which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. SFAS 123R supersedes the Company’s previous accounting methodology using the intrinsic value method under Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees.”
We adopted SFAS 123R using the modified prospective transition method. Under this transition method, compensation expense recognized during the year ended December 31, 2006 included: (a) compensation expense for all share-based awards granted prior to, but not yet vested, as of December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation expense for all share-based awards granted subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. In December 2004,accordance with the modified prospective transition method, our Consolidated Financial Statements for prior periods have not been restated to reflect the impact of SFAS 123R.
On November 10, 2005 the Financial Accounting Standards Board (“FASB”) issued SFASFASB Staff Position No. 123R, “FAS 123R-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.”. We have elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of share-based compensation pursuant to SFAS No. 123R is a revision123R. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC Pool”) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC Pool and our Consolidated Statements of Cash Flows of the tax effects of employee and director share-based awards that are outstanding upon adoption of SFAS 123 and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. Pro forma disclosure is no longer an alternative under the new standard. Although early adoption is allowed, we will adopt SFAS 123R as of the required effective date for calendar year companies, which is January 1, 2006.
SFAS 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method, compensation expense is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R. Under the “modified retrospective” method, the requirements
are the same as under the “modified prospective” method, but also permit entities to restate financial statements of previous periods based on proforma disclosures made in accordance with SFAS 123. We have determined that we will use the “modified prospective” method to recognize compensation expense.
We currently utilize the Black-Scholes option pricing model to measure the fair value of stock options granted to our employees. While SFAS 123R permits entities to continue to use such a model, the standard also permits the use of a more complex binomial, or “lattice” model. Based upon our evaluation of the alternative models available to value option grants, we have determined that we will continue to use the Black-Scholes model for option valuation.
Other Pronouncements
In May 2005,September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued to provide interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 requires the use of both the “iron curtain” and “rollover” approaches in quantifying the materiality of misstatements. SAB 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. Early adoption of SAB 108 is permitted. We elected to adopt SAB 108 effective September 30, 2006. Upon initial application of SAB 108, we evaluated the uncorrected financial statement misstatements that were previously considered immaterial under the “rollover” method using the dual methodology required by SAB 108. As a result of this dual methodology approach of SAB 108, we corrected the cumulative error in our accounting for equity-based compensation for periods prior to January 1, 2006 in accordance with the transitional guidance in SAB 108.
Pursuant to SAB 108, we corrected the aforementioned cumulative error in its accounting for equity-based compensation by recording a non-cash cumulative effect adjustment of $8.4 million to additional paid-in capital with an off-setting amount of $7.7 million to accumulated deficit within shareholders’ equity as well as adjustments to property and equipment in the amount of $0.4 million and intangible assets of $0.3 million in our consolidated balance sheet as of December 31, 2006. The capitalized amounts relate to acquisition related costs. For additional discussion regarding the adoption of SAB 108 and its implications, please see “Current Accounting Pronouncements” in note 3 to our consolidated financial statements.
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements,” (“SFAS No. 157”) which defines fair
value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating what impact, if any, the adoption of SFAS No. 157 will have on our consolidated financial condition, results of operations or cash flows.
In September 2006, the FASB issued StatementSFAS No. 154, “Accounting Changes158, “Employer’s Accounting for Defined Benefit Pension and Error Corrections-a replacementOther Postretirement Plans (an amendment of APB OpinionFASB Statements No. 2087, 88, 106, and 132(R)” (“SFAS No. 158”). Among other items, SFAS No. 158 requires recognition of the overfunded or underfunded status of an entity’s defined benefit postretirement plan as an asset or liability in the financial statements, requires the measurement of defined benefit postretirement plan assets and obligations as of the end of the employer’s fiscal year, and requires recognition of the funded status of defined benefit postretirement plans in other comprehensive income. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. We adopted SFAS 158 on December 31, 2006. We currently measure the funded status of our plan as of the date of our year-end statement of financial position.
In July 2006, the FASB issued FASB Interpretation Number 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 3”109, (“SFAS 154”FIN No. 48”). This standard replaces APB OpinionFIN No. 20,Accounting Changes,48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN No. 48 applies to all tax positions related to income taxes subject to FASB Statement No. 3,109,Reporting Accounting Changes in Interim Financial Statementsfor Income Taxes., and changes The interpretation clearly scopes out income tax positions related to FASB Statement No. 5, Accounting for Contingencies. This statement is effective beginning for fiscal years beginning after December 15, 2006. The cumulative effect of applying the requirements for the accounting and reportingprovisions of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required byFIN No. 48 will be reported as an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 requires that the change in accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings on January 1, 2007. We adopted the provisions of this statement beginning in the first quarter of 2007. The adoption of FIN No. 48 did not have a material impact on our consolidated financial condition or results of operations.
In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an Amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 allows financial instruments that period rather than being reported incontain an income statement. Such a changeembedded derivative and that otherwise would require usbifurcation to restate its previously issued financial statements to reflectbe accounted for as a whole on a fair value basis, at the change in accounting principle to prior periods presented.holders’ election. SFAS 154No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for accounting changes and corrections of errors madeall financial instruments acquired or issued in fiscal years beginning after DecemberSeptember 15, 2005.2006. The adoption of SFAS 154No. 155 is not expected to have a material impact on our results of operations andor financial position.
In March 2005, FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations (an interpretation of FASB Statement No. 143)” (“FIN 47”) was issued. FIN 47 provides clarification with respect to the timing of liability recognition of legal obligations associated with the retirement of tangible long-lived assets when the timing and/or method of settlement of the obligation are conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005 for calendar-year enterprises). The adoption of this statement did not have a material impact on our Consolidated Financial Statements.
In December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets—an Amendment of APB No. 29” (“SFAS 153”). The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have “commercial substance.” This standard was effective for nonmonetary asset exchanges occurring after July 1, 2005. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
Commitments and Contractual Obligations
The following table summarizes our scheduled contractual commitments as of December 31, 2005:2006 (in thousands):
Contractual Obligations | Total | Less than 1 Year | 1-3 Years | 4-5 Years | More than 5 Years | ||||||||||
Long-term debt | $ | 784,392 | $ | — | $ | — | $ | — | $ | 784,392 | |||||
Interest payments(1) | 309,020 | 37,125 | 100,227 | 120,833 | 50,835 | ||||||||||
Operating leases | 626,174 | 28,281 | 55,640 | 55,314 | 486,939 | ||||||||||
Employment agreements | 1,935 | 1,015 | 920 | — | — | ||||||||||
Total | $ | 1,721,521 | $ | 66,421 | $ | 156,787 | $ | 176,147 | $ | 1,322,166 | |||||
Contractual Obligations | Total | Less than 1 Year | 1-3 Years | 4-5 Years | More than 5 Years | ||||||||||
Long-term debt | $ | 1,555,000 | $ | — | $ | — | $ | 1,555,000 | $ | — | |||||
Interest payments (1) | 425,593 | 92,729 | 184,293 | 148,571 | — | ||||||||||
Operating leases | 1,010,261 | 44,395 | 88,746 | 85,662 | 791,458 | ||||||||||
Employment agreements | 3,467 | 1,314 | 2,153 | — | — | ||||||||||
| $ | 2,994,321 | $ | 138,438 | $ | 275,192 | $ | 1,789,233 | $ | 791,458 | ||||||
(1) | Represents interest payments |
Off-Balance Sheet Arrangements
We are not involved in any off-balance sheet arrangements.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business. We are subject to interest rate risk on our senior credit facility and any future financing requirements. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate senior notesdebt and our borrowings under our senior credit facility. As of December 31, 2005,2006, long-term fixed rate borrowings represented 100% of our total borrowings.
The following table presents the future principal payment obligations and interest rates associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2005:2006:
| Expected Maturity Date | |||||||||||||||||||
| 2006 | 2007 | 2008 | 2009 | 2010 | Thereafter | Total | Fair Value | ||||||||||||
| (in thousands) | |||||||||||||||||||
Long-term debt: | |||||||||||||||||||
Fixed rate CMBS Certificates (currently 5.6% at December 31, 2005) | — | — | — | — | — | $ | 405,000 | $ | 405,000 | $ | 408,516 | ||||||||
Fixed rate 9 3/4% senior discount notes(1) | — | — | — | — | — | $ | 261,316 | $ | 261,316 | $ | 243,677 | ||||||||
Fixed rate 8 1/2% senior notes | — | — | — | — | — | $ | 162,500 | $ | 162,500 | $ | 181,188 | ||||||||
| 2007 | 2008 | 2009 | 2010 | 2011 | Thereafter | Total | Fair Value | ||||||||||||||
| (in thousands) | |||||||||||||||||||||
Long-term debt: | |||||||||||||||||||||
Fixed rate CMBS Certificates(1) | — | — | — | $ | 405,000 | $ | 1,150,000 | $ | — | $ | 1,555,000 | $ | 1,560,103 | ||||||||
(1) | The |
Our current primary market risk exposure relates to (1) the impact of interest rate movements on our ability to refinance our 9 3/4% senior discount notes, our 8 1/2% senior notes, andthe CMBS Certificates at their expected repayment dates or at maturity at market rates, and (2) the impact of interest rate movements on our ability to meet financial covenants. We manage the interest rate risk on our outstanding long-term and short-term debt through our use of fixed and variable rate debt.debt and interest rate hedging arrangements. While we cannot predict or manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
Senior Note and Senior Discount Note Disclosure Requirements
The indentures governing our 8 1/2% senior notes and our 9 3/4% senior discount notes require certain financial disclosures for restricted subsidiaries separate from unrestricted subsidiaries. As of December 31, 2005, we had no unrestricted subsidiaries. Additionally, we are required to disclose (i) Tower Cash Flow, as defined in the indentures, for the most recent fiscal quarter and (ii) Adjusted Consolidated Cash Flow, as defined in the
indentures, for the most recently completed four-quarter period. This information is presented solely as a requirement of the indentures. Such information is not intended as an alternative measure of financial position, operating results or cash flows from operations (as determined in accordance with generally accepted accounting principles). Furthermore, our measure of the following information may not be comparable to similarly titled measures of other companies.
Tower Cash Flow and Adjusted Consolidated Cash Flow, as defined in our senior notes and senior discount note indentures, are as follows:
9 3/4% Senior Discount Notes | |||
| (in thousands) | |||
HoldCo Tower Cash Flow for the three months ended December 31, 2005(1) | $ | 31,813 | |
OpCo Tower Cash Flow for the three months ended December 31, 2005(2) | $ | 31,813 | |
HoldCo Adjusted Consolidated Cash Flow for the twelve months ended December 31, 2005 | $ | 105,631 | |
OpCo Adjusted Consolidated Cash Flow for the twelve months ended December 31, 2005 | $ | 111,015 | |
8 1/2% Senior Notes | |||
| (in thousands) | |||
Tower Cash Flow for the three months ended December 31, 2005 | $ | 31,813 | |
Adjusted Consolidated Cash Flow of the Company for the twelve months ended December 31, 2005 | $ | 105,631 | |
Adjusted Consolidated Cash Flow of SBA Senior Finance for the twelve months ended December 31, 2005 | $ | 111,280 | |
Special Note Regarding Forward LookingForward-Looking Statements
This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements concern expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically,Forward-looking statements included in this annual report contains forward-looking statements regarding:include, but are not limited to, the following:
our estimatesexpectations regarding our liquidity, capital expendituresthe growth of the wireless industry and sourcesthe impact of both,recent developments, including increasing minutes of use, network coverage requirements, and our ability to fund operationsnew available spectrum and meet our obligations as they become due;
expectations regarding the quality of our assets, our ability to capitalize on our asset quality and the recurring nature of revenue streams from our site leasing business;
our expectations regarding our liquidity, capital expenditures and sources of both, our leverage ratios and our ability to fund operations and meet our obligations as they become due;
our expectations regarding our cash capital expenditures in 2007 for maintenance and augmentation and for new tower builds, tower acquisitions and ground lease purchases and our ability to fund such cash capital expenditures;
our intent to build approximately 80 to 100 new towers in 2007;
our intent that substantially all of our new builds will have at least one tenant upon completion and our expectation that some will have multiple tenants;
our intent to pursue tower acquisitions that meet or exceed our internal guidelines, our expectations regarding the number of towers that we will be able to acquire in 2007, the amount and type of consideration that will be paid in consideration and our projections regarding the financial impact of such acquisitions;
our intent to purchase and/or enter into long-term leases for the land that underlies our towers if available at commercially reasonable prices and the effect of such ground lease purchases on our margins and long-term financial condition;
our estimates regarding our annual debt service and cash interest requirements in 20062007 and thereafter; and
our expectation that any potential tax implications relating to the stock option grants will not have a material impact on our financial position; and
our estimates regarding cash savings in debt servicecertain accounting and amortization payments in 2006 as a resulttax matters, including the adoption of our debt refinancing activitiescertain accounting pronouncements and our intentthe availability of sufficient net operating losses to continue to reduce our interest expense.offset future taxable income.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
our inabilityability to sufficiently increase our revenues and maintain or decrease expenses and cash capital expenditures to permit us to fund operations and meet our obligations as they become due;
the ability to further reduce our interest expense;
our ability to continue to comply with covenants and the terms of our seniorrevolving credit facility and to access sufficient capital to fund our operations;mortgage loan which supports our CMBS Certificates;
our ability to secure as many site leasing tenants as planned;
our ability to successfully build 80 - 100 new towers in 2006;secure and deliver anticipated services business at contemplated margins;
our ability to successfully implement our strategy of generally having at least one tenant on each new build upon completion;
our ability to successfully address zoning issues;issues, permitting and other issues that arise in connection with the building of new towers;
the business climate for the wireless communications industry in general and wireless communications infrastructure providers in particular;
the continued use of towers and dependence on outsourced site development services by the wireless communications industry.industry; and
We assume no responsibility for updating forward-looking statements contained in this Annual Report
our ability to successfully estimate certain accounting and tax matters, including the effect on Form 10-K.our company of adopting certain accounting pronouncements and the availability of sufficient net operating losses to offset taxable income.
Non-GAAP Financial Measures
This report contains certain non-GAAP measures, including Adjusted EBITDA and Segment Operating Profit information. We have provided below a description of such non-GAAP measures, a reconcilementreconciliation of such non-GAAP measures to their most directly comparable GAAP measures, an explanation as to why management utilizes these measures, their respective limitations and how management compensates for such limitations.
Adjusted EBITDA
We define Adjusted EBITDA as loss from continuing operations plus net interest expenses,expense, provision for income taxes, depreciation, accretion and amortization, asset impairment and other charges, non-cash compensation, restructuring and other charges, and other expenses and excluding non-cash leasing revenue, and non-cash ground lease expense.expense and other income. We have included this non-GAAP financial measure because we believe this item is an indicator of the profitability and performance of our core operations and reflects the changes in our operating results. In addition, Adjusted EBITDA is a component of the calculation used by our lenders to determine compliance with some of our debt instruments, particularly our senior credit facility. Adjusted EBITDA is not intended to be an alternative measure of operating income as determined in accordance with GAAP.
The Non-GAAP measurementsmeasurement of Adjusted EBITDA and the Adjusted EBITDA margin havehas certain material limitations, including:
it does not include interest expense. Because we have borrowed money in order to finance our operations, interest expense is a necessary element of our costs and ability to generate profits and cash flows. Therefore any measure that excludes interest expense has material limitations;limitations,
it does not include depreciation, accretion and amortization expense. Because we use capital assets, depreciation, accretion and amortization expense is a necessary element of our costs and ability to generate profits. Therefore any measure that excludes depreciation, accretion and amortization expense has material limitations;limitations,
it does not include provision for income taxes. Because the payment of income taxes is a necessary element of our costs, particularly in the future, any measure that excludes tax expense has material limitations; andlimitations,
it does not include non-cash expenses such as asset impairment and other charges, non-cash compensation, restructuring and other charges, other expenses, non-cash leasing revenue and non-cash ground lease expense. Because these non-cash items are a necessary element of our costs and our ability to generate profits, any measure that excludes these non-cash items has material limitations, and
it does not include costs related to transition, integration, severance and bonuses associated with the AAT Acquisition. Because these costs are indicative of actual company expenses, any measure that excludes these costs has material limitations.
We compensate for these limitations by using Adjusted EBITDA and the Adjusted EBITDA Margin as only twoone of several comparative tools, together with GAAP measurements, to assist in the evaluation of our profitability and operating results.
The reconciliation of Adjusted EBITDA is as follows:
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
Loss from continuing operations | $ | (94,648 | ) | $ | (144,023 | ) | $ | (174,805 | ) | $ | (133,448 | ) | $ | (94,648 | ) | $ | (144,023 | ) | ||||||
Add back (deduct): | ||||||||||||||||||||||||
Interest income | (2,096 | ) | (516 | ) | (692 | ) | (3,814 | ) | (2,096 | ) | (516 | ) | ||||||||||||
Interest expense | 40,511 | 47,460 | 81,501 | 81,283 | 40,511 | 47,460 | ||||||||||||||||||
Non-cash interest expense | 26,234 | 28,082 | 9,277 | 6,845 | 26,234 | 28,082 | ||||||||||||||||||
Provision for taxes | 1,375 | 2,104 | 710 | |||||||||||||||||||||
Amortization of deferred financing fees | 2,850 | 3,445 | 5,115 | 11,584 | 2,850 | 3,445 | ||||||||||||||||||
Depreciation, accretion and amortization | 87,218 | 90,453 | 93,657 | 133,088 | 87,218 | 90,453 | ||||||||||||||||||
Asset impairment charges | 398 | 7,092 | 12,993 | |||||||||||||||||||||
Provision for income taxes | 2,104 | 710 | 1,729 | |||||||||||||||||||||
Asset impairment and other (credits) charges | (357 | ) | 448 | 7,342 | ||||||||||||||||||||
Loss from write off of deferred financing fees and extinguishment of debt | 29,271 | 41,197 | 24,219 | 57,233 | 29,271 | 41,197 | ||||||||||||||||||
Non-cash compensation (included in selling, general, and administrative) | 462 | 470 | 803 | |||||||||||||||||||||
Non-cash compensation | 5,410 | 462 | 470 | |||||||||||||||||||||
Non-cash leasing revenue | (1,765 | ) | (1,169 | ) | (2,372 | ) | (6,575 | ) | (1,765 | ) | (1,169 | ) | ||||||||||||
Non-cash ground lease expense | 4,764 | 5,579 | 5,852 | 7,569 | 4,764 | 5,579 | ||||||||||||||||||
Restructuring expense | 50 | 250 | 2,094 | |||||||||||||||||||||
Other | (31 | ) | (236 | ) | 1,647 | |||||||||||||||||||
Other income | (692 | ) | (31 | ) | (236 | ) | ||||||||||||||||||
AAT integration costs | 2,313 | — | — | |||||||||||||||||||||
Adjusted EBITDA | $ | 95,322 | $ | 78,794 | $ | 61,018 | $ | 161,814 | $ | 95,322 | $ | 78,794 | ||||||||||||
Segment Operating Profit
Each respective Segment Operating Profit is defined as segment revenues less segment cost of revenues (excluding depreciation, accretion and amortization). Total Segment Operating Profit is the total of the operating profits of the two segments. Segment Operating Profit is, in our opinion, an indicator of the operating performance of our site leasing and site development segments and is used to provide management with the ability to monitor the operating results and margin of each segment, while excluding the impact of depreciation and amortization.amortization which is largely fixed. Segment Operating Profit is not intended to be an alternative measuresmeasure of revenue or operating incomegross profit as determined in accordance with generally accepted accounting principles.GAAP.
Segment revenue Segment cost of revenues (excluding depreciation, accretion and amortization) Segment operating profit Segment revenue Segment cost of revenues (excluding depreciation, accretion and amortization) Segment operating profit Segment revenue Segment cost of revenues (excluding depreciation, accretion and amortization) Segment operating profit Site leasing segment For the year ended December 31, 2005 2004 2003 (in thousands) $ 161,277 $ 144,004 $ 127,852 (47,259 ) (47,283 ) (47,793 ) $ 114,018 $ 96,721 $ 80,059 Site development consulting segment For the year ended December 31, 2005 2004 2003 (in thousands) $ 13,549 $ 14,456 $ 12,337 (12,004 ) (12,768 ) (11,350 ) $ 1,545 $ 1,688 $ 987 Site development construction segment For the year ended December 31, 2005 2004 2003 (in thousands) $ 85,165 $ 73,022 $ 51,920 (80,689 ) (68,630 ) (47,333 ) $ 4,476 $ 4,392 $ 4,587
The Non-GAAP measurement of Segment Operating Profit has certain material limitations. Specifically this measurement does not include depreciation, accretion, and amortization expense. BecauseAs we use capital assets in our business, depreciation, accretion, and amortization expense is required by GAAP as it is deemeda necessary element of our costs and ability to reflect additional operating expenses relating to our site leasing and site development segments,generate profit. Therefore any measure that excludes these itemsdepreciation, accretion and amortization expense has material limitations. We compensate for these limitations by using Segment Operating Profit as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of the cash generation of our segment operations.
Segment revenue Segment cost of revenues (excluding depreciation, accretion and amortization) Segment operating profit Site leasing segment For the year ended December 31, 2006 2005 2004 (in thousands) $ 256,170 $ 161,277 $ 144,004 (70,663 ) (47,259 ) (47,283 ) $ 185,507 $ 114,018 $ 96,721
| Site development consulting segment | ||||||||||||
| For the year ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
| (in thousands) | ||||||||||||
Segment revenue | $ | 16,660 | $ | 13,549 | $ | 14,456 | ||||||
Segment cost of revenues (excluding depreciation, accretion and amortization) | (14,082 | ) | (12,004 | ) | (12,768 | ) | ||||||
Segment operating profit | $ | 2,578 | $ | 1,545 | $ | 1,688 | ||||||
| Site development construction segment | ||||||||||||
| For the year ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
| (in thousands) | ||||||||||||
Segment revenue | $ | 78,272 | $ | 85,165 | $ | 73,022 | ||||||
Segment cost of revenues (excluding depreciation, accretion and amortization) | (71,841 | ) | (80,689 | ) | (68,630 | ) | ||||||
Segment operating profit | $ | 6,431 | $ | 4,476 | $ | 4,392 | ||||||
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Financial statements and supplementary data are on pages F-1 through F-35.F-39.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures - ���We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are
designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2005,2006, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, our CEO and CFO concluded that, as of December 31, 2005,2006, our disclosure controls and procedures were effective.
There has been no change in our internal control over financial reporting during the quarter ended December 31, 20052006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting - —Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including the CEO and CFO, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting, as of December 31, 2005,2006, based upon the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation under the framework in Internal Control — Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2005.2006. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 20052006 has been audited by Ernst & Young LLP, an independent registered certified registered public accounting firm, as stated in their attestation report which appears below.
Report of Independent Registered Certified Registered Public Accounting Firm on Internal Control over Financial Reporting
The Board of Directors and Shareholders of SBA Communications Corporation and Subsidiaries
We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, that SBA Communications Corporation and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005,2006, based on criteria established in Internal Control—IntegratedControl--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). SBA Communications Corporation and SubsidiariesSubsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that SBA Communications Corporation and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005,2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, SBA Communications Corporation and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005,2006, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, 20052006 and 2004,2005, and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2005,2006, and our report dated March 8, 2006February 27, 2007 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
West Palm Beach, Florida
March 8, 2006February 27, 2007
| ITEM 9B. | OTHER INFORMATION |
Amendments to Employment Agreements with Messrs. Stoops, Hunt and Bagwell
On November 10, 2005, SBA Properties, Inc., SBA Communications and each of Messrs. Stoops, Bagwell and Hunt entered into an amendment to each of their Employment Agreements (the “Amendments”). The sole purpose of the Amendments was to assign each of the Employment Agreements from SBA Properties to SBA Communications. Under the Amendments, each of Messrs. Stoops, Bagwell and Hunt consented to the assignment and assumption of their respective Employment Agreements. The Employment Agreements remain unchanged in all other respects. These Amendments were entered into in conjunction with the CMBS transaction.None.
Compensation Committee Actions Regarding Executive Officer Salary and Bonus
During the first quarter of 2006, SBA Communications’ Compensation Committee (the “Compensation Committee”) approved a base salary increase for Mr. Stoops of 4.6% and increases ranging from 2.8% to 6.7% for each of our other named executive officers.
During the first quarter of 2006, the Compensation Committee approved a discretionary cash bonus payment for certain of its named executive officers, Messrs. Stoops, Bagwell, Hunt and Macaione in the amount of $400,000, $90,000, $200,000 and $95,000, respectively. The Compensation Committee also approved an annual cash bonus payment for our other named executive officer Mr. Silberstein in the amount of $187,752, equal to 139% of his target bonus calculated pursuant to the terms of his bonus plan. Pursuant to the terms of his bonus plan, Mr. Silberstein has a target bonus equal to 100% of his base salary determined in relation to the Company’s budget at the beginning of each year. Of Mr. Silberstein’s target bonus, 85% is calculated pursuant to a formula based on (1) the amount of revenue added through new leases and amendments, (2) average rents paid by initial tenants and (3) tenant loss, and 15% is based upon our Adjusted EBITDA. The
amount of the bonus paid may be more or less depending on the amount of revenue added through new leases and amendments and rents paid. In 2005, the Company’s actual leasing results exceeded its budget.
| ITEM 10. | DIRECTORS, |
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics is located on our internet web site atwww.sbasite.com under “Investor Relations-Corporate Governance.”
The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its 20062007 Annual Meeting of Shareholders to be filed on or before April 30, 2006.2007.
| ITEM 11. | EXECUTIVE COMPENSATION |
The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its 20062007 Annual Meeting of Shareholders to be filed on or before April 30, 2006.2007.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its 20062007 Annual Meeting of Shareholders to be filed on or before April 30, 2006.2007.
| ITEM 13. | CERTAIN RELATIONSHIPS, |
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its 20062007 Annual Meeting of Shareholders to be filed on or before April 30, 2006.2007.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its 20062007 Annual Meeting of Shareholders to be filed on or before April 30, 2006.2007.
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) Documents filed as part of this report:
| (a) | Documents filed as part of this report: |
(1) Financial Statements
See Item 8 for Financial Statements included with this Annual Report on Form 10-K.
(2) Financial Statement Schedules
None.
(3) Exhibits
Exhibit No. | Description of Exhibits | |
| 3.4 | Fourth Amended and Restated Articles of Incorporation of SBA Communications Corporation. (1) | |
| 3.5 | ||
| 4.7 | Indenture, dated as of December 19, 2003, among SBA Communications Corporation, SBA Telecommunications, Inc. and U.S. Bank National Association, $402,024,000 in aggregate principal amount at maturity of 9 3/4% senior discount notes due 2011.(4) | |
| 4.7A | First Supplemental Indenture, dated March 31, 2006, among SBA Communications Corporation, SBA Telecommunications, Inc. and U.S. Bank National Association.(5) | |
| 4.8 | ||
| 4.9 | ||
| 4.9A | First Supplemental Indenture, dated March 31, 2006, between SBA Communications Corporation and U.S. Bank National Association.(7) | |
| 4.10 | ||
| 5.1 | ||
| 10.1 | ||
| 10.23 | ||
| 10.24 | ||
| 10.25 | ||
| 10.27 | ||
| 10.28 | ||
| 10.33 | ||
| 10.35 | ||
| 10.35A | ||
| 10.35B | ||
| 10.36 | ||
| 10.36A | ||
| 10.37 | ||
| 10.37A | ||
| 10.48 | ||
| 10.49 | ||
| 10.50 | ||
| 10.51 | Stock Purchase Agreement, dated March 17, 2006, by and among AAT Holdings, LLC II, AAT Communications Corp., AAT Acquisition LLC and SBA Communications Corporation.(14) | |
| 10.54 | $1,100,000,000 Credit Agreement, dated as of April 27, 2006, among SBA Senior Finance, Inc., The Several Lenders from Time to Time Parties Hereto, and Deutsche Bank, AG, New York Branch.(3) | |
| 10.55 | Guarantee and Collateral Agreement, dated as of April 27, 2006, made by SBA Communications Corporation, SBA Telecommunications, Inc., SBA Senior Finance, Inc. and certain of its Subsidiaries in favor of Deutsche Bank AG New York Branch.(3) | |
| 10.56 | Omnibus Agreement, dated as of April 27, 2006, among SBA Senior Finance II LLC, General Electric Capital Corporation, and Toronto Dominion (Texas) LLC, DB Structured Products Inc., JPMorgan Chase Bank, N.A. and Lehman Commercial Paper Inc., SBA Senior Finance, Inc., DB Structured Products Inc. and JPMorgan Chase Bank, N.A., and Deutsche Bank AG, New York Branch.(3) | |
| 10.57 | Employment Agreement, dated as of September 18, 2006, between SBA Communications Corporation and Kurt L. Bagwell.(15)+ | |
| 10.58 | Employment Agreement, dated as of September 18, 2006, between SBA Communications Corporation and Thomas P. Hunt.(15)+ | |
| 10.59 | Employment Agreement, dated as of September 18, 2006, between SBA Communications Corporation and Anthony J. Macaione.(15)+ | |
| 10.60 | Joinder and Amendment to Management Agreement, dated November 6, 2006, by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA Network Management, Inc., and SBA Senior Finance, Inc.* | |
| 21 | Subsidiaries.* | |
| 23.1 | ||
| 31.1 | ||
| 31.2 | ||
| 32.1 | ||
| 32.2 | ||
| + | Management contract or compensatory plan or arrangement. |
| * | Filed herewith |
| (1) | Incorporated by reference to the Registration Statement on Form S-1, previously filed by the Registrant (Registration No. 333-76547). |
| (2) |
| Incorporated by reference to the Form 8-K, dated January 11, 2002, previously filed by the Registrant. |
| Incorporated by reference to the Form 10-Q for the quarter ended March 31, 2006, previously filed by the Registrant. |
| (4) | Incorporated by reference to the Form 10-K for the year ended December 31, 2003, previously filed by the Registrant. |
| (5) | Incorporated by reference to Exhibit 10.52 filed with the Form 8-K dated April 27, 2006, previously filed by the Registrant. |
| (6) | Incorporated by reference to the Form 10-K for the year ended December 31, 2004, previously filed by the Registrant. |
| (7) | Incorporated by reference to Exhibit 10.53 filed with the Form 8-K dated April 27, 2006, previously filed by the Registrant. |
| (8) | Incorporated by reference to the Registration Statement on Form S-4, previously filed by the Registrant (Registration No. 333-50219). |
| Incorporated by reference to the Form 10-K for the year ended December 31, 2000, previously filed by the Registrant. |
| Incorporated by reference to the |
| Incorporated by reference to the Form 10-K for the year ended December 31, 2002, previously filed by the Registrant. |
| Incorporated by reference to the Form 10-K for the year ended December 31, |
| (13) |
| Incorporated by reference to the Form 8-K, dated December 21, 2005, previously filed by the Registrant. |
| (14) | Incorporated by reference to the Form 8-K/A, dated March 17, 2006, previously filed by the Registrant. |
| (15) | Incorporated by reference to the Form 10-Q for the quarter ended September 30, 2006, previously filed by the Registrant. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SBA COMMUNICATIONS CORPORATION | ||
By: | /s/ | |
Steven E. Bernstein | ||
Chairman of the Board of Directors | ||
Date: | March | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ | Chairman of the Board of Directors | March | ||
Steven E. Bernstein | ||||
/s/ | Chief Executive Officer and President
| March | ||
Jeffrey A. Stoops | (Principal Executive Officer) | |||
/s/ | Chief Financial Officer
| March | ||
Anthony J. Macaione | (Principal Financial Officer) | |||
/s/ | Chief Accounting Officer
| March | ||
Brendan T. Cavanagh | (Principal Accounting Officer) | |||
/s/ | Director | March | ||
Brian C. Carr | ||||
/s/ | Director | March | ||
Duncan H. Cocroft | ||||
/s/ | Director | March | ||
Philip L. Hawkins | ||||
/s/ | Director | March | ||
Jack Langer | ||||
/s/ | Director | March | ||
Steven E. Nielsen | ||||
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED CERTIFIED REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of SBA Communications Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, 20052006 and 20042005, and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2005.2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SBA Communications Corporation and Subsidiaries at December 31, 20052006 and 2004,2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005,2006, in conformity with U.S. generally accepted accounting principles.
As discussed in Notes 2 and 14 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123(R) (revised 2004),Share-Based Payment, effective January 1, 2006, which requires the Company to recognize expense related to the fair value of share-based compensation awards. Also, as described in Note 3 to the consolidated financial statements, the Company adopted Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements,effective September 30, 2006. In accordance with the transition provisions of SAB No. 108, the Company recorded a cumulative decrease to retained earnings as of January 1, 2006 for correction of prior period errors in recording equity-based compensation charges.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of SBA Communications Corporation and Subsidiaries internal control over financial reporting as of December 31, 2005,2006, based on criteria established in Internal Control—IntegratedControl--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2006February 27, 2007 expressed an unqualified opinion thereon.
West Palm Beach, Florida | /s/ ERNST & YOUNG LLP | |||
| ||||
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
| December 31, 2005 | December 31, 2004 | December 31, 2006 | December 31, 2005 | |||||||||||||
| ASSETS | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 45,934 | $ | 69,627 | $ | 46,148 | $ | 45,934 | ||||||||
Short term investments | 19,777 | — | — | 19,777 | ||||||||||||
Restricted cash | 19,512 | 2,017 | 34,403 | 19,512 | ||||||||||||
Accounts receivable, net of allowances of $1,136 and $1,731 in 2005 and 2004, respectively | 17,533 | 21,125 | ||||||||||||||
Accounts receivable, net of allowance of $1,316 and $1,136 in 2006 and 2005, respectively | 20,781 | 17,533 | ||||||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 25,184 | 19,066 | 19,403 | 25,184 | ||||||||||||
Prepaid and other current expenses | 4,248 | 4,327 | ||||||||||||||
Assets held for sale | — | 10 | ||||||||||||||
Prepaid and other current assets | 6,872 | 4,248 | ||||||||||||||
Total current assets | 132,188 | 116,172 | 127,607 | 132,188 | ||||||||||||
Property and equipment, net | 728,333 | 745,831 | 1,105,942 | 728,333 | ||||||||||||
Intangible assets, net | 31,491 | 1,365 | 724,872 | 31,491 | ||||||||||||
Deferred financing fees, net | 19,931 | 19,421 | 33,221 | 19,931 | ||||||||||||
Other assets | 40,593 | 34,455 | 54,650 | 40,593 | ||||||||||||
Total assets | $ | 952,536 | $ | 917,244 | $ | 2,046,292 | $ | 952,536 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 17,283 | $ | 15,204 | $ | 9,746 | $ | 17,283 | ||||||||
Accrued expenses | 15,544 | 14,997 | 17,600 | 15,544 | ||||||||||||
Deferred revenue | 11,838 | 10,810 | 24,665 | 11,838 | ||||||||||||
Interest payable | 3,880 | 3,729 | 4,056 | 3,880 | ||||||||||||
Long term debt, current portion | — | 3,250 | ||||||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,391 | 1,251 | 1,055 | 1,391 | ||||||||||||
Other current liabilities | 2,207 | 1,762 | 1,232 | 2,207 | ||||||||||||
Total current liabilities | 52,143 | 51,003 | 58,354 | 52,143 | ||||||||||||
Long term liabilities: | ||||||||||||||||
Long term debt | 784,392 | 924,456 | 1,555,000 | 784,392 | ||||||||||||
Deferred revenue | 302 | 384 | 1,992 | 302 | ||||||||||||
Other long-term liabilities | 34,268 | 30,072 | ||||||||||||||
Other long term liabilities | 45,025 | 34,268 | ||||||||||||||
Total long term liabilities | 818,962 | 954,912 | 1,602,017 | 818,962 | ||||||||||||
Commitments and contingencies | ||||||||||||||||
Shareholders’ equity (deficit): | ||||||||||||||||
Shareholders' equity: | ||||||||||||||||
Preferred stock - $.01 par value, 30,000 shares authorized, none issued or outstanding | — | — | — | — | ||||||||||||
Common Stock - Class A par value $.01, 200,000 shares authorized, 85,615 and 64,903 shares issued and outstanding at December 31, 2005 and 2004, respectively | 856 | 649 | ||||||||||||||
Common Stock - Class A par value $.01, 200,000 shares authorized, 105,672 and 85,615 shares issued and outstanding at December 31, 2006 and 2005, respectively | 1,057 | 856 | ||||||||||||||
Additional paid-in capital | 990,181 | 740,037 | 1,450,754 | 990,181 | ||||||||||||
Accumulated deficit | (924,066 | ) | (829,357 | ) | (1,065,224 | ) | (924,066 | ) | ||||||||
Accumulated other comprehensive income | 14,460 | — | ||||||||||||||
Accumulated other comprehensive (loss) income, net | (666 | ) | 14,460 | |||||||||||||
Total shareholders’ equity (deficit) | 81,431 | (88,671 | ) | |||||||||||||
Total shareholders' equity | 385,921 | 81,431 | ||||||||||||||
Total liabilities and shareholders’ equity (deficit) | $ | 952,536 | $ | 917,244 | ||||||||||||
Total liabilities and shareholders' equity | $ | 2,046,292 | $ | 952,536 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Site leasing | $ | 161,277 | $ | 144,004 | $ | 127,852 | $ | 256,170 | $ | 161,277 | $ | 144,004 | ||||||||||||
Site development | 98,714 | 87,478 | 64,257 | 94,932 | 98,714 | 87,478 | ||||||||||||||||||
Total revenues | 259,991 | 231,482 | 192,109 | 351,102 | 259,991 | 231,482 | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Cost of revenues (exclusive of depreciation, accretion and amortization shown below): | ||||||||||||||||||||||||
Cost of site leasing | 47,259 | 47,283 | 47,793 | 70,663 | 47,259 | 47,283 | ||||||||||||||||||
Cost of site development | 92,693 | 81,398 | 58,683 | 85,923 | 92,693 | 81,398 | ||||||||||||||||||
Selling, general and administrative | 28,178 | 28,887 | 30,714 | 42,277 | 28,178 | 28,887 | ||||||||||||||||||
Restructuring and other charges | 50 | 250 | 2,094 | |||||||||||||||||||||
Asset impairment charges | 398 | 7,092 | 12,993 | |||||||||||||||||||||
Asset impairment and other (credits) charges | (357 | ) | 448 | 7,342 | ||||||||||||||||||||
Depreciation, accretion and amortization | 87,218 | 90,453 | 93,657 | 133,088 | 87,218 | 90,453 | ||||||||||||||||||
Total operating expenses | 255,796 | 255,363 | 245,934 | 331,594 | 255,796 | 255,363 | ||||||||||||||||||
Operating income (loss) from continuing operations | 4,195 | (23,881 | ) | (53,825 | ) | |||||||||||||||||||
Operating income (loss) | 19,508 | 4,195 | (23,881 | ) | ||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income | 2,096 | 516 | 692 | 3,814 | 2,096 | 516 | ||||||||||||||||||
Interest expense | (40,511 | ) | (47,460 | ) | (81,501 | ) | (81,283 | ) | (40,511 | ) | (47,460 | ) | ||||||||||||
Non-cash interest expense | (26,234 | ) | (28,082 | ) | (9,277 | ) | (6,845 | ) | (26,234 | ) | (28,082 | ) | ||||||||||||
Amortization of deferred financing fees | (2,850 | ) | (3,445 | ) | (5,115 | ) | (11,584 | ) | (2,850 | ) | (3,445 | ) | ||||||||||||
Loss from write-off of deferred financing fees and extinguishment of debt | (29,271 | ) | (41,197 | ) | (24,219 | ) | (57,233 | ) | (29,271 | ) | (41,197 | ) | ||||||||||||
Other | 31 | 236 | 169 | 692 | 31 | 236 | ||||||||||||||||||
Total other expense | (96,739 | ) | (119,432 | ) | (119,251 | ) | (152,439 | ) | (96,739 | ) | (119,432 | ) | ||||||||||||
Loss from continuing operations before provision for income taxes | (92,544 | ) | (143,313 | ) | (173,076 | ) | (132,931 | ) | (92,544 | ) | (143,313 | ) | ||||||||||||
Provision for income taxes | (2,104 | ) | (710 | ) | (1,729 | ) | (517 | ) | (2,104 | ) | (710 | ) | ||||||||||||
Loss from continuing operations before cumulative effect of change in accounting principle | (94,648 | ) | (144,023 | ) | (174,805 | ) | ||||||||||||||||||
(Loss) gain from discontinued operations, net of income taxes | (61 | ) | (3,257 | ) | 202 | |||||||||||||||||||
Loss before cumulative effect of change in accounting principle | (94,709 | ) | (147,280 | ) | (174,603 | ) | ||||||||||||||||||
Cumulative effect of change in accounting principle | — | — | (545 | ) | ||||||||||||||||||||
Loss from continuing operations | (133,448 | ) | (94,648 | ) | (144,023 | ) | ||||||||||||||||||
Loss from discontinued operations, net of income taxes | — | (61 | ) | (3,257 | ) | |||||||||||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | $ | (175,148 | ) | $ | (133,448 | ) | $ | (94,709 | ) | $ | (147,280 | ) | ||||||
Basic and diluted loss per common share amounts: | ||||||||||||||||||||||||
Loss from continuing operations before cumulative effect of change in accounting principle | $ | (1.28 | ) | $ | (2.47 | ) | $ | (3.35 | ) | |||||||||||||||
Loss from continuing operations | $ | (1.36 | ) | $ | (1.28 | ) | $ | (2.47 | ) | |||||||||||||||
Loss from discontinued operations | — | (0.05 | ) | — | — | — | (0.05 | ) | ||||||||||||||||
Cumulative effect of change in accounting principle | — | — | (0.01 | ) | ||||||||||||||||||||
Net loss per common share | $ | (1.28 | ) | $ | (2.52 | ) | $ | (3.36 | ) | $ | (1.36 | ) | $ | (1.28 | ) | $ | (2.52 | ) | ||||||
Weighted average number of common shares | 73,823 | 58,420 | 52,204 | 98,193 | 73,823 | 58,420 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005, 2004, AND 20032004
(in thousands)
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | Class A Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | Comprehensive Loss | |||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2002, | 45,674 | $ | 457 | 5,456 | $ | 55 | $ | 667,441 | $ | — | $ | (506,929 | ) | $ | 161,024 | ||||||||||||||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | 5,456 | 55 | (5,456 | ) | (55 | ) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Non-cash compensation | — | — | — | — | 832 | — | — | 832 | |||||||||||||||||||||||||||||||||||||||||||
Payment of restricted stock guarantee | — | — | — | — | (936 | ) | — | — | (936 | ) | |||||||||||||||||||||||||||||||||||||||||
Common stock issued in exchange for 10 1/4% senior notes | 3,853 | 38 | — | — | 12,593 | — | — | 12,631 | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with stock purchase/option plans | 33 | — | — | — | 31 | — | — | 31 | |||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2003 | 55,016 | $ | 550 | $ | 679,961 | $ | (682,077 | ) | $ | — | $ | (1,566 | ) | ||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (175,148 | ) | (175,148 | ) | — | — | — | (147,280 | ) | — | (147,280 | ) | |||||||||||||||||||||||||||||||||
BALANCE, December 31, 2003, | 55,016 | 550 | — | — | 679,961 | — | (682,077 | ) | (1,566 | ) | |||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with acquisitions | 413 | 4 | — | — | 3,003 | — | — | 3,007 | 413 | 4 | 3,003 | — | — | 3,007 | |||||||||||||||||||||||||||||||||||||
Non-cash compensation | — | — | — | — | 470 | — | — | 470 | — | — | 470 | — | — | 470 | |||||||||||||||||||||||||||||||||||||
Common stock issued in exchange for 10 1/4% senior notes and 9 3/4% senior discount notes | 8,817 | 88 | — | — | 54,484 | — | — | 54,572 | 8,817 | 88 | 54,484 | — | — | 54,572 | |||||||||||||||||||||||||||||||||||||
Common stock issued in connection with stock purchase/option plans | 657 | 7 | — | — | 2,119 | — | — | 2,126 | 657 | 7 | 2,119 | — | — | 2,126 | |||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (147,280 | ) | (147,280 | ) | |||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2004 | 64,903 | 649 | — | — | 740,037 | — | (829,357 | ) | (88,671 | ) | 64,903 | 649 | 740,037 | (829,357 | ) | — | (88,671 | ) | |||||||||||||||||||||||||||||||||
Net loss | — | — | — | (94,709 | ) | — | (94,709 | ) | $ | (94,709 | ) | ||||||||||||||||||||||||||||||||||||||||
Amortization of deferred gain from settlement of derivative financial instrument, net | — | — | — | — | (314 | ) | (314 | ) | $ | (314 | ) | ||||||||||||||||||||||||||||||||||||||||
Deferred gain from settlement of derivative financial instrument | — | — | — | — | 14,774 | 14,774 | 14,774 | ||||||||||||||||||||||||||||||||||||||||||||
Total comprehensive loss | $ | (80,249 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with acquisitions and earn outs | 1,665 | 17 | — | — | 18,329 | — | — | 18,346 | 1,665 | 17 | 18,329 | — | — | 18,346 | |||||||||||||||||||||||||||||||||||||
Non-cash compensation | — | — | — | — | 462 | — | — | 462 | — | — | 462 | — | — | 462 | |||||||||||||||||||||||||||||||||||||
Common stock issued in connection with public offerings | 18,000 | 180 | — | — | 226,677 | — | — | 226,857 | 18,000 | 180 | 226,677 | — | — | 226,857 | |||||||||||||||||||||||||||||||||||||
Common stock issued in connection with stock purchase/option plans | 1,047 | 10 | — | — | 4,676 | — | — | 4,686 | 1,047 | 10 | 4,676 | — | — | 4,686 | |||||||||||||||||||||||||||||||||||||
Deferred gain from settlement of derivative financial instrument | — | — | — | — | — | 14,460 | — | 14,460 | |||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (94,709 | ) | (94,709 | ) | |||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2005 | 85,615 | $ | 856 | — | $ | — | $ | 990,181 | $ | 14,460 | $ | (924,066 | ) | $ | 81,431 | 85,615 | 856 | 990,181 | (924,066 | ) | 14,460 | 81,431 | |||||||||||||||||||||||||||||
Cumulative effect of adoption of SAB 108 | — | — | 8,444 | (7,710 | ) | — | 734 | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | (133,448 | ) | (133,448 | ) | $ | (133,448 | ) | |||||||||||||||||||||||||||||||||||||||||
Minimum pension liability | — | — | — | — | 80 | 80 | |||||||||||||||||||||||||||||||||||||||||||||
Amortization of deferred gain/loss from settlement of derivative financial instrument, net | — | — | — | — | (2,370 | ) | (2,370 | ) | (2,370 | ) | |||||||||||||||||||||||||||||||||||||||||
Deferred loss from settlement of derivative financial instrument | — | — | — | — | (12,836 | ) | (12,836 | ) | (12,836 | ) | |||||||||||||||||||||||||||||||||||||||||
Total comprehensive loss | $ | (148,654 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with acquisitions and earn outs | 18,829 | 189 | 434,960 | — | — | 435,149 | |||||||||||||||||||||||||||||||||||||||||||||
Non-cash compensation | — | — | 6,690 | — | — | 6,690 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in connection with stock purchase/option plans | 1,228 | 12 | 10,479 | — | — | 10,491 | |||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2006 | 105,672 | $ | 1,057 | $ | 1,450,754 | $ | (1,065,224 | ) | $ | (666 | ) | $ | 385,921 | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 (revised) | 2003 (revised) | 2006 | 2005 | 2004 | |||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | $ | (175,148 | ) | $ | (133,448 | ) | $ | (94,709 | ) | $ | (147,280 | ) | ||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||||||||||||
Depreciation, accretion, and amortization | 87,218 | 90,549 | 101,871 | 133,088 | 87,218 | 90,549 | ||||||||||||||||||
Non-cash restructuring and other charges | 50 | 250 | 1,119 | |||||||||||||||||||||
Asset impairment charges | 398 | 7,183 | 16,347 | |||||||||||||||||||||
Gain/loss on sale of assets | 79 | (158 | ) | (6,198 | ) | |||||||||||||||||||
Deferred tax provision | 47 | — | — | |||||||||||||||||||||
Asset impairment and other (credits) charges | (357 | ) | 448 | 7,433 | ||||||||||||||||||||
(Gain) loss on sale of assets | (244 | ) | 79 | (158 | ) | |||||||||||||||||||
Non-cash compensation expense | 462 | 470 | 832 | 5,410 | 462 | 470 | ||||||||||||||||||
(Credit) provision for doubtful accounts | (300 | ) | (287 | ) | 3,554 | |||||||||||||||||||
Provision (credit) for doubtful accounts | 100 | (300 | ) | (287 | ) | |||||||||||||||||||
Accretion of interest income on short-term investments | (145 | ) | — | — | (123 | ) | (145 | ) | — | |||||||||||||||
Amortization of original issue discount and deferred financing fees | 29,084 | 30,994 | 11,011 | 18,429 | 29,084 | 30,994 | ||||||||||||||||||
Interest converted to term loan | — | 554 | 3,227 | — | — | 554 | ||||||||||||||||||
Loss from write-off of deferred financing fees and extinguishment of debt | 29,271 | 41,197 | 24,219 | 57,233 | 29,271 | 41,197 | ||||||||||||||||||
Amortization of deferred gain of derivative | (346 | ) | (746 | ) | (676 | ) | (2,370 | ) | (346 | ) | (746 | ) | ||||||||||||
Cumulative effect of change in accounting principle | — | — | 545 | |||||||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||||||||
Short term investments | — | 15,200 | (15,200 | ) | — | — | 15,200 | |||||||||||||||||
Accounts receivable | 3,891 | (1,208 | ) | 13,129 | (2,144 | ) | 3,891 | (1,208 | ) | |||||||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | (6,118 | ) | (8,839 | ) | 198 | 5,781 | (6,118 | ) | (8,839 | ) | ||||||||||||||
Prepaid and other current assets | 754 | 641 | (343 | ) | 220 | 754 | 641 | |||||||||||||||||
Other assets | (5,685 | ) | (3,759 | ) | (4,176 | ) | (9,927 | ) | (5,685 | ) | (3,759 | ) | ||||||||||||
Accounts payable | 138 | 3,559 | (5,758 | ) | (7,022 | ) | 138 | 3,559 | ||||||||||||||||
Accrued expenses | 618 | (3,164 | ) | 103 | (1,370 | ) | 618 | (3,164 | ) | |||||||||||||||
Deferred revenue | (291 | ) | (493 | ) | 1,466 | 4,842 | (291 | ) | (493 | ) | ||||||||||||||
Interest payable | 151 | (15,732 | ) | (2,387 | ) | 176 | 151 | (15,732 | ) | |||||||||||||||
Other liabilities | 5,106 | 5,202 | 1,790 | 7,975 | 5,106 | 5,202 | ||||||||||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 141 | 83 | 667 | (336 | ) | 141 | 83 | |||||||||||||||||
Net cash provided by (used in) operating activities | 49,767 | 14,216 | (29,808 | ) | ||||||||||||||||||||
Net cash provided by operating activities | 75,960 | 49,767 | 14,216 | |||||||||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||||||||||
Maturity of short term investments | 19,900 | — | — | |||||||||||||||||||||
Purchase of short term investments | (34,628 | ) | — | — | — | (34,628 | ) | — | ||||||||||||||||
Sale of short term investment | 14,996 | — | — | — | 14,996 | — | ||||||||||||||||||
Payment for purchase of AAT Communications, Corp., net of cash acquired | (644,441 | ) | — | — | ||||||||||||||||||||
Capital expenditures | (19,648 | ) | (7,214 | ) | (15,136 | ) | (28,969 | ) | (19,648 | ) | (7,214 | ) | ||||||||||||
Acquisitions and related earn-outs | (61,326 | ) | (1,791 | ) | (3,126 | ) | ||||||||||||||||||
Other acquisitions and related earn-outs | (81,089 | ) | (61,326 | ) | (1,791 | ) | ||||||||||||||||||
Proceeds from sale of fixed assets | 1,335 | 1,496 | 192,450 | 265 | 1,335 | 1,496 | ||||||||||||||||||
(Payment) receipt of restricted cash | (12 | ) | 8,835 | (18,732 | ) | |||||||||||||||||||
(Payment) receipt of restricted cash relating to tower removal obligations | (5,542 | ) | (12 | ) | 8,835 | |||||||||||||||||||
Net cash (used in) provided by investing activities | (99,283 | ) | 1,326 | 155,456 | (739,876 | ) | (99,283 | ) | 1,326 | |||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||||||||||
Proceeds from bridge financing, net of fees paid | 1,088,734 | — | — | |||||||||||||||||||||
Repayment of bridge financing | (1,100,000 | ) | — | — | ||||||||||||||||||||
Proceeds from CMBS Certificates, net of fees paid | 1,126,235 | 393,328 | — | |||||||||||||||||||||
Initial funding of restricted cash relating to CMBS Certificates | (7,494 | ) | (6,687 | ) | — | |||||||||||||||||||
Net increase in restricted cash relating to CMBS Certificates | (5,260 | ) | (11,250 | ) | — | |||||||||||||||||||
(Payment) proceeds relating to settlement of swap | (14,503 | ) | 14,774 | — | ||||||||||||||||||||
Proceeds from equity offering, net of fees paid | 226,857 | — | — | (707 | ) | 226,857 | — | |||||||||||||||||
Proceeds from CMBS-1 Trust, net of fees paid | 393,328 | — | — | |||||||||||||||||||||
Initial funding of restricted cash relating to CMBS-1 Trust | (6,687 | ) | — | — | ||||||||||||||||||||
Net increase in restricted cash relating to CMBS-1 Trust | (11,250 | ) | — | — | ||||||||||||||||||||
Proceeds from settlement of swap | 14,774 | — | — | |||||||||||||||||||||
Proceeds from 9 3/4% senior discount notes, net of financing fees paid | — | — | 267,109 | |||||||||||||||||||||
Proceeds from 8 1/2% senior notes, net of financing fees paid | (96 | ) | 244,788 | — | ||||||||||||||||||||
Proceeds from employee stock purchase/stock option plans | 4,686 | 2,126 | 31 | |||||||||||||||||||||
Borrowings under senior credit facility, net of financing fees paid | 25,321 | 363,457 | 356,955 | |||||||||||||||||||||
Repayment of 9 3/4% senior discount notes | (122,681 | ) | — | — | ||||||||||||||||||||
Repayment of 8 1/2% senior notes | (94,938 | ) | — | — | ||||||||||||||||||||
Borrowings under senior credit facility, net of fees paid | (89 | ) | 25,321 | 363,457 | ||||||||||||||||||||
Repurchase of 9 3/4% senior discount notes | (251,826 | ) | (122,681 | ) | — | |||||||||||||||||||
Repurchase of 8 1/2% senior notes | (181,451 | ) | (94,938 | ) | — | |||||||||||||||||||
Proceeds from 8 1/2% senior notes, net of fees paid | — | (96 | ) | 244,788 | ||||||||||||||||||||
Repayment of senior credit facility | (350,375 | ) | (173,403 | ) | (505,085 | ) | — | (350,375 | ) | (173,403 | ) | |||||||||||||
Repurchase of 10 1/4% senior notes | (52,590 | ) | (320,553 | ) | — | — | (52,590 | ) | (320,553 | ) | ||||||||||||||
Repurchase of 12% senior discount notes | — | (70,794 | ) | (296,925 | ) | — | — | (70,794 | ) | |||||||||||||||
Payment of restricted stock guarantee | — | — | (936 | ) | ||||||||||||||||||||
Proceeds from employee stock purchase/stock option plans | 10,491 | 4,686 | 2,126 | |||||||||||||||||||||
Bank overdraft (repayments) borrowings | (526 | ) | 126 | 400 | — | (526 | ) | 126 | ||||||||||||||||
Net cash provided by (used in) financing activities | 25,823 | 45,747 | (178,451 | ) | ||||||||||||||||||||
Net cash provided by financing activities | 664,130 | 25,823 | 45,747 | |||||||||||||||||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (23,693 | ) | 61,289 | (52,803 | ) | |||||||||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 214 | (23,693 | ) | 61,289 | ||||||||||||||||||||
CASH AND CASH EQUIVALENTS: | ||||||||||||||||||||||||
Beginning of period | 69,627 | 8,338 | 61,141 | 45,934 | 69,627 | 8,338 | ||||||||||||||||||
End of period | $ | 45,934 | $ | 69,627 | $ | 8,338 | $ | 46,148 | $ | 45,934 | $ | 69,627 | ||||||||||||
(continued)
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the year ended December 31, | For the year ended December 31, | ||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | ||||||||||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||||||||||||
Cash paid during the period for: | |||||||||||||||||||||
Interest | $ | 40,744 | $ | 63,746 | $ | 84,847 | $ | 82,215 | $ | 40,744 | $ | 63,746 | |||||||||
Income taxes | $ | 1,425 | $ | 971 | $ | 1,852 | $ | 1,158 | $ | 1,425 | $ | 971 | |||||||||
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES: | |||||||||||||||||||||
Class A common stock issued relating to acquisitions and earnouts | $ | 435,857 | $ | 18,346 | $ | 3,007 | |||||||||||||||
Class A common stock issued in exchange for 10 1/4% senior notes, 9 3/4% senior discount notes, and accrued interest | $ | — | $ | 54,572 | $ | 12,631 | $ | — | $ | — | $ | 54,572 | |||||||||
10 1/4% senior notes and accrued interest exchanged for Class A common stock | $ | — | $ | (51,433 | ) | $ | (13,713 | ) | $ | — | $ | — | $ | (51,433 | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
SBA Communications Corporation (the “Company”"Company" or “SBA”"SBA") was incorporated in the State of Florida in March 1997. The Company is a holding company that holds all of the outstanding capital stock of SBA Telecommunications, Inc. (“Telecommunications”("Telecommunications"). Telecommunications is a holding company that holds all of the capital stock of SBA Senior Finance, Inc. (“SBA Senior Finance”). SBA Senior Finance is a holding company that holds, directly and indirectly, the sole memberequity interest in certain subsidiaries that issued the Commercial Mortgage Pass Through Certificates, Series 2005-1 (the “Initial CMBS Certificates”) and the Commercial Mortgage Pass Through Certificates, Series 2006-1 (the “Additional CMBS Certificates”) (collectively, the “CMBS Certificates”) and certain subsidiaries that were not involved in the issuance of the CMBS Certificates. With respect to the subsidiaries involved in the issuance of the CMBS Certificates, SBA Senior Finance II LLC (“SBA Senior Finance II”), and is the sole member of SBA CMBS-1 Holdings LLC and SBA CMBS-1 Depositor LLC. SBA CMBS-1 Holdings is the sole member of SBA CMBS-1 Guarantor LLC. SBA CMBS-1 Guarantor LLC which holds all of the capital stock of SBA Properties, Inc. (“SBA Properties”), SBA Towers, Inc. (“SBA Towers”), SBA Puerto Rico, Inc. (“SBA Puerto Rico”), SBA Sites, Inc. (“SBA Sites”), SBA Towers USVI, Inc. (“SBA Towers USVI”), and SBA Structures, Inc. (“SBA Structures”) (collectively known as the “Borrowers”). With respect to the subsidiaries not involved in the issuance of the CMBS Certificates, SBA Senior Finance holds all of the membership interests of SBA Senior Finance II LLC (“SBA Senior Finance II”) and certain non-operational subsidiaries. SBA Senior Finance II holds, directly and indirectly, all the capital stock and/or membership interests of certain other tower companies (“Other Tower Companies”) (collectively with SBA Propertiesthe Borrowers known as “Tower Companies”"Tower Companies"),. SBA Senior Finance II also holds, directly or indirectly, all the capital stock and/or membership interests of certain other subsidiaries involved in providing services, including SBA Network Services, Inc. and(“Network Services”). SBA Senior Finance II also holds all the capital stock of SBA Network Management, Inc. SBA (“Network Services, Inc. holds allManagement”) which manages and administers the operations of the capital stockBorrowers.
The table below outlines the legal structure of other companies engaged in similar businesses (collectively “Network Services”).the Company at December 31, 2006:
The Tower Companies own and operate transmission towers in the Eastern third47 of the 48 contiguous United States, Puerto Rico and the U.S. Virgin Islands. Space on these towers is leased primarily to wireless communications carriers. SBA Properties owns 1,714The Borrowers own 4,975 towers, which are the collateral for the Commercial Mortgage Pass Through Certificates, Series 2005-1 (“CMBS notes” or “Certificates”). SBA Network Management, Inc. (“Network Management”) is a management company, which manages all of SBA Properties’ tower sites.Certificates.
Network Services provides comprehensive turnkey services for the telecommunications industry in the areas of site development services for wireless carriers and the construction and repair of transmission towers. Site development services provided by Network Services include network pre-design, site audits, site identification and acquisition, contract and title administration, zoning and land use permitting, construction management, microwave relocation and the construction and repair of transmission towers, including the hanging of antennas, cabling and associated tower components. In addition to providing turnkey services to the telecommunications industry, Network Services historically has constructed, or has overseen the construction of approximately 57%44% of the newly built towers that the Company owns.
During 2006, the Company completed the acquisition of all of the outstanding shares of common stock of AAT Communications Corp. (“AAT”) from AAT Holdings, LLC II, which the Company refers to as the AAT Acquisition. The total consideration paid was (i) $634.0 million in cash and (ii) 17,059,336 newly issued shares of our Class A common stock. In connection with the AAT Acquisition, the Company repurchased all of its outstanding 9 3/4% senior discount notes and 8 1/2% senior notes. The Company funded these repurchases, including the associated premiums and fees, and the cash consideration paid in the AAT Acquisition with a $1.1 billion bridge loan. On November 6, 2006, the Company issued $1.15 billion of Commercial Mortgage Pass Through Certificates, Series 2006-1, and used the proceeds to repay the bridge loan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements is as follows:
a. Basis of Consolidation
The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
b. Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The more significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s site development andCompany's construction contracts, valuation allowance on deferred tax assets, carrying value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, and asset retirement obligations. Actual results will differ from those estimates and such differences could be material.
c. Cash Equivalents and Short-Term Investments
The Company classifies all highly liquid investments purchased with an original maturity of three months or less as cash equivalents. Marketable short-term investments are generally classified and accounted for as held to maturity.held-to-maturity. Investments in debt securities classified as held-to-maturity are reported at amortized cost plus accrued interest. The Company does not hold these securities for speculative or trading purposes. During 2005, the Company sold $15.0 million of short-term investments which were classified as held to maturity,held-to-maturity, the proceeds of which were used to fund acquisitions in 2005 that were expected to closeclosed in 2006. At December 31, 2005, short term investments were comprised of commercial paper with a carrying amount of $19.8 million and had original maturities between three and four months.
The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the CMBS notes,Certificates, for payment and performance bonds, and surety bonds issued for the benefit of the Company in the ordinary course of business,business.
In connection with the issuance of the CMBS Certificates, the Company is required to fund a restricted cash amount, which represents the cash held in escrow pursuant to the mortgage loan agreement governing the CMBS Certificates to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and for paymentpersonal property taxes, insurance premiums related to tower sites, trustee and performance bonds.service expenses, and to reserve a portion of advance rents from tenants. Based on the terms of the CMBS Certificates, all rental cash receipts each month are restricted and held by the indenture trustee. The restricted cash held by the indenture trustee in excess of required reserve balances is subsequently released to the Borrowers, on or before the 15 th calendar day following month end. All monies held by the indenture trustee after the release date are classified as restricted cash on the Company’s balance sheet.
e.Property and Equipment
Property and equipment are recorded at cost, adjusted for asset impairment and estimated asset retirement obligations. Costs associated with the acquisition, development and construction of towers are capitalized as a cost of the towers. Costs for self-constructed towers include direct materials and labor, indirect costs and capitalized interest. Depreciation on towers and related components is provided using the straight-line method over the estimated useful lives, not to exceed the minimum lease term of the underlying ground lease. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the minimum lease term of the lease. The Company defines the minimum lease term as the shorter of the period from lease inception through the end of the term of all tenant lease obligations in existence at ground lease inception, including renewal periods, or the ground lease term, including renewal periods.
If no tenant lease obligation exists at the date of ground lease inception, the initial term of the ground lease is considered the minimum lease term. All rental obligations due to be paid out over the minimum lease term, including fixed escalations are straight-lined evenly over the minimum lease term. Additionally, the Company records the depreciable life of the tower to coincide with the minimum lease term of the ground lease.
For all other property and equipment, depreciation is provided using the straight-line method over the estimated useful lives. The Company performs ongoing evaluations of the estimated useful lives of its property and equipment for depreciation purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to be rendered by the asset. If the useful lives of assets are reduced, depreciation may be accelerated in future years. Maintenance and repair items are expensed as incurred.
Asset classes and related estimated useful lives are as follows:
Towers and related components | ||
Furniture, equipment and vehicles | 2 - 7 years | |
Buildings and improvements | 5 |
Capitalized costs incurred subsequent to when an asset is originally placed in service are depreciated over the remaining estimated useful life of the respective asset. Changes in an asset’sasset's estimated useful life are accounted for prospectively, with the book value of the asset at the time of the change being depreciated over the revised remaining useful life. There has been no material impact for changes in estimated useful lives for any years presented.
Interest is capitalized in connection with the self-construction of Company-owned towers. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’sasset's estimated useful life. Approximately $0.4 million, $0.08 million $0.01 million and $0.1$0.01 million of interest cost was capitalized in 2006, 2005, 2004, and 2003,2004, respectively.
f.Deferred Financing Fees
Financing fees related to the issuance of debt have been deferred and are being amortized using a method that approximates the effective interest rate method over the expected length of indebtedness to which they relate.related indebtedness.
g.Deferred Lease Costs
The Company defers certain initial direct costs associated with lease originationsthe origination of tenant leases and lease amendments and amortizes these costs over the initial lease term, generally five years, or over the lease term remaining if related to a lease amendment. Such costs deferred were approximately $2.8 million, $2.2 million, and $1.8 million in 2006, 2005, and 2004, respectively.
Amortization expense was $2.0 million, $1.8 million, and $2.0 million in 2005, 2004, and 2003, respectively. Amortization expense was $1.8 million, $1.6 million, and $1.3 million for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively, and is included in cost of site leasing in the accompanying Consolidated Statements of Operations. As of December 31, 20052006 and 2004,2005, unamortized deferred lease costs were $4.7$5.5 million and $4.3$4.7 million, respectively, and are included in other assets. Accumulated amortization totaled $6.5 million and $4.7 million at December 31, 2005 and 2004, respectively.
The Company classifies as intangible assets covenants not to compete, the fair value of current leases in place at the acquisition date of towers and related assets (referred to as the “current contract intangibles”), and the fair value of future tenant leases anticipated to be added to the acquired towers. The current leases and future tenant leases are referredtowers (referred to as “contract intangibles”the “network location intangible”). The contractThese intangibles are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years. Covenants not to compete have an estimated useful life of 3 to 5 years. For all intangible assets, amortization is provided using the straight line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the asset.
i.Impairment of Long-Lived Assets
In accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets and definite lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value as determined by an estimate of discounted future cash flows. Estimates and assumptions inherent in the impairment evaluation include, but are not limited to, general market conditions, historical operating results, tower lease-up potential and expected timing of lease-up.
j. Fair Value of Financial Instruments
The carrying values of the Company’sCompany's financial instruments, which primarily includes cash and cash equivalents, short-term investments, restricted cash, accounts receivable, prepaid expenses,and accounts payable, accrued expenses and notes payable, approximates fair value due to the short maturity of those instruments. The senior credit facility has a floating rate of interest and is carried at an amount which approximates fair value.
The following table reflects fair values as determined by quoted market prices (for the 10 1/4% notes, the tendered value of the notes was used in 2004) and carrying values of these notes as of December 31, 20052006 and 2004:2005:
| At December 31, 2005 | At December 31, 2004 | At December 31, 2006 | At December 31, 2005 | |||||||||||||||||||||
| Fair Value | Carrying Value | Fair Value | Carrying Value | Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||
CMBS Notes (see Note 12) | $ | 408.5 | $ | 405.0 | $ | — | $ | — | ||||||||||||||||
Additional CMBS Certificates | $ | 1,152.5 | $ | 1,150.0 | $ | — | $ | — | ||||||||||||||||
Initial CMBS Certificates | $ | 407.7 | $ | 405.0 | $ | 408.5 | $ | 405.0 | ||||||||||||||||
9 3/4% Senior Discount Notes | $ | 243.7 | $ | 216.9 | $ | 337.7 | $ | 302.4 | $ | — | $ | — | $ | 243.7 | $ | 216.9 | ||||||||
8 1/2% Senior Notes | $ | 181.2 | $ | 162.5 | $ | 255.0 | $ | 250.0 | $ | — | $ | — | $ | 181.2 | $ | 162.5 | ||||||||
10 1/4% Senior Notes | $ | — | $ | — | $ | 52.5 | $ | 50.0 | ||||||||||||||||
k.Revenue Recognition and Accounts Receivable
Revenue from site leasing is recorded monthly and recognized on a straight-line basis over the term of the related lease agreements, which are generally five years. Receivables recorded related to the straight-lining of site leases are reflected in prepaid and other current assets and other assets in the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue in the Consolidated Balance Sheets.
Site development projects in which the Company performs consulting services include contracts on a time and materials basis or a fixed price basis. Time and materials based contracts are billed at contractual rates as the services are rendered. For those site development contracts in which the Company performs work on a fixed price basis, site development billing (and revenue recognition) is based on the completion of agreed upon phases of the project on a per site basis. Upon the completion of each phase on a per site basis, the Company recognizes the revenue related to that phase. Any estimated losses on a particular phase of completion are recognized in the period in which the loss becomes evident. Site development projects generally take from 3 to 12 months to complete.
Revenue from construction projects is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’smanagement's estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. The asset “costs"costs and estimated earnings in excess of billings on uncompleted contracts”contracts" represents expenses incurred and revenues recognized in excess of amounts billed. The liability “billings"billings in excess of costs and estimated earnings on uncompleted contracts”contracts" represents billings in excess of revenues recognized. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.
Cost of site leasing revenue includes ground lease rent, property taxes, maintenance (exclusive of employee related costs) and other tower operating expenses. Liabilities recorded related to the straight lining of ground leases are reflected in other long term liabilities on the Consolidated Balance Sheet. Cost of site development revenue includes allthe cost of materials, costs, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development projects are recognized as incurred.
The Company performs periodic credit evaluations of its customers. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience, specific customer collection issues identified and past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectability is determined to be probable. If the capital markets and the ability of wireless carriers to access capital were to deteriorate, the ultimate collectability of accounts receivable may be negatively impacted.
The following is a rollforward of the allowance for doubtful accounts for the years ended December 31, 2006, 2005, 2004, and 2003:2004:
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in thousands) | ||||||||||||
Beginning Balance | $ | 1,731 | $ | 1,400 | $ | 5,572 | ||||||
Provisions (credits) | (300 | ) | (287 | ) | 3,554 | |||||||
Writeoffs, net of recoveries | (295 | ) | 618 | (7,726 | ) | |||||||
Ending Balance | $ | 1,136 | $ | 1,731 | $ | 1,400 | ||||||
| For the year ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
| (in thousands) | ||||||||||||
Beginning balance | $ | 1,136 | $ | 1,731 | $ | 1,400 | ||||||
Allowance recorded relating to Acquisition of AAT | 1,000 | — | — | |||||||||
Provision (credits) for doubtful accounts | 100 | (300 | ) | (287 | ) | |||||||
Write-offs, net of recoveries | (920 | ) | (295 | ) | 618 | |||||||
Ending balance | $ | 1,316 | $ | 1,136 | $ | 1,731 | ||||||
l. Income Taxes
The Company accounts for income taxes in accordance with the provisions of SFAS No. 109,Accounting for Income Taxes(“SFAS 109”). SFAS 109 requires the Company to recognize deferred tax liabilities and assets for the expected future income tax consequences of events that have been recognized in the Company’sCompany's consolidated financial statements. Deferred tax liabilities and assets are determined based on the temporary differences between the consolidated financial statements carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in the years in which the temporary differences are expected to reverse. In assessing the likelihood of utilization of existing deferred tax assets, management has considered historical results of operations and the current operating environment.
SFAS No. 148,Accounting for Stock-Based Compensation—Transition and Disclosure—an AmendmentAs a result of SFAS 123 (“SFAS 148”) provides alternative methods for a voluntary change to the fair value methodacquisition of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS 123,Accounting for Stock-Based Compensation(“SFAS 123”). The Company has elected to continue to account for its stock-based employee compensation plans under Accounting Principles Board No. 25,Accounting for Stock Issued to Employees (“APB 25”), and related interpretations and adopt the disclosure provisions of SFAS 148 through December 31, 2005.
The following table illustrates the effect on net loss and loss per share as ifAAT by the Company, had appliedAAT underwent an ownership change as defined by Section 382 of the fair value recognition provisionsInternal Revenue Code (“IRC”). Section 382 imposes limitations on the use of SFAS 123, to stock-based employee compensation.
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in millions except per share amounts) | ||||||||||||
Net loss, as reported | $ | (94.7 | ) | $ | (147.3 | ) | $ | (175.1 | ) | |||
Non-cash compensation charges included in net loss | 0.5 | 0.5 | 0.8 | |||||||||
Incremental stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (4.2 | ) | (5.4 | ) | (4.2 | ) | ||||||
Pro forma net loss | $ | (98.4 | ) | $ | (152.2 | ) | $ | (178.5 | ) | |||
Loss per share | ||||||||||||
Basic and diluted - as reported | $ | (1.28 | ) | $ | (2.52 | ) | $ | (3.36 | ) | |||
Basic and diluted - pro forma | $ | (1.33 | ) | $ | (2.61 | ) | $ | (3.42 | ) | |||
The Black-Scholes option-pricing model was used withnet operating loss (“NOL”) carry forwards if there has been an “ownership change.” Therefore, the following assumptions:
| For the year ended December 31, | |||||||||
| 2005 | 2004 | 2003 | |||||||
Risk free interest rate | 3.8 – 4.2 | % | 3.5 | % | 2.0 | % | |||
Dividend yield | 0 | % | 0 | % | 0 | % | |||
Expected volatility | 45 | % | 113 | % | 90 | % | |||
Expected lives | 3.75 years | 4 years | 4 years | ||||||
The effect of applying SFAS 123 in the pro-forma disclosure is not necessarily indicative of future results.
From time to time, restricted shares of Class A common stock or options to purchase Class A common stock have been granted under the Company’s equity participation plans at prices below market value at the time of grant. In addition, the Company had bonus agreements with certain executives and employees to issue sharesamount of the Company’s Class A common stock in lieu of cash payments. The Company recorded approximately $0.5 million of non-cash compensation expensetaxable income for any post-change year that may be offset by AAT’s pre-change net operating losses cannot exceed AAT’s Section 382 limitation for the year. In the current and future tax years ended December 31, 2005 and 2004, respectively.limited by Section 382, the Company estimates that it will have sufficient net operating losses available to offset taxable income.
m. Stock-Based Compensation
Effective January 1, 2003,2006, the Company adopted the provisions of SFAS No. 123R (“SFAS 123R”), “Share-Based Payments,” which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. SFAS 123R supersedes the Company’s previous accounting methodology using the intrinsic
value method under APB Opinion No. 25 (“APB 25”). The Company accounts for stock issued to non-employees in accordance with the provisions of Emerging Issues Task Force (“EITF”) Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services.”
The Company adopted SFAS 123R using the modified prospective transition method. Under this transition method, compensation expense recognized during the year ended December 31, 2006 included: (a) compensation expense for all share-based awards granted prior to, but not yet vested, as of December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation expense for all share-based awards granted subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect the impact of SFAS 123R.
On November 10, 2005, the FASB issued FASB Staff Position No. FAS 123R-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of share-based compensation pursuant to SFAS 123R. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC Pool”) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC Pool and consolidated statements of cash flows of the tax effects of employee and director share-based awards that are outstanding upon adoption of SFAS 123R.
n. Asset Retirement Obligations
Under SFAS 143,“Accounting for Asset Retirement Obligations”,. Under SFAS 143, the Company recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of a fair value can be made, and accretes such liability through the obligation’s estimated settlement date. The associated asset retirement costs are capitalized as part of the carrying amount of the related tower fixed assets and depreciated over the estimated useful life.
The Company has entered into ground leases for the land underlying the majority of the Company’s towers. A majority of these leases require the Company to restore leaseholds to their original condition upon termination of the ground lease. SFAS 143 requires that the net present value of future restoration obligations be recorded as a liability as of the date the legal obligation arises and this amount be capitalized to the related operating asset. At January 1, 2003, the effective date of adoption, the cumulative effect of the change on prior years resulted in a charge of approximately $0.5 million ($0.01 per share), which is included in net loss for the year ended December 31, 2003. In addition, at the date of adoption, the Company recorded an increase in tower assets of approximately $0.6 million and recorded an asset retirement obligation liability of approximately $1.1 million. The asset retirement obligation at December 31, 2006 and December 31, 2005 ofwas $2.6 million and $0.9 million, respectively and is included in other long-term liabilities in the Consolidated Balance Sheet. In determining the impact of SFAS 143, the Company considered the nature and scope of legal restoration obligation provisions contained in its third party ground leases, the historical retirement experience as an indicator of future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value and timing of estimated restoration costs, and the credit adjusted risk-free rate used to discount future obligations.
The following summarizes the activity of the asset retirement obligation liability:
| For the year ended December 31, | For the year ended December 31, | ||||||||||||||
| 2005 | 2004 | 2006 | 2005 | ||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||
Asset retirement obligation at January 1 | $ | 1,404 | $ | 1,195 | $ | 942 | $ | 1,404 | |||||||
AAT fair value of liability assumed | 1,322 | — | |||||||||||||
Amounts added from Acquired towers | 223 | 61 | |||||||||||||
Amounts utilized in tower removals | (4 | ) | (1 | ) | |||||||||||
Accretion expense | 22 | 131 | 172 | 22 | |||||||||||
Reclassification of asset retirement obligation from discontinued operations | — | 78 | |||||||||||||
Revision in estimates | (484 | ) | — | (23 | ) | (544 | ) | ||||||||
Asset retirement obligation at December 31 | $ | 942 | $ | 1,404 | $ | 2,632 | $ | 942 | |||||||
o. Loss Per Share
Basic and diluted loss per share is calculated in accordance with SFAS No. 128,Earnings per Share.The Company has potential common stock equivalents related to its outstanding stock options. These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computations are the same for all periods presented. There were 4.2 million, 4.6 million 4.4 million and 3.84.4 million options outstanding at December 31, 2006, 2005, 2004, and 2003,2004, respectively. For the year ended December 31, 2005,2006, the
Company granted approximately 1.31.1 million options at exercise prices between $8.56$19.10 and $15.05$26.36 per share, which was the fair market value at the date of grant.
p. Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income (loss) and “other comprehensive income (loss).”
Comprehensive loss is presented in the Consolidated Statements of Shareholders’ Equity (Deficit).
3. CURRENT ACCOUNTING PRONOUNCEMENTS AND RECENT DEVELOPMENTS
Current Accounting Pronouncements
In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued to provide interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 requires the use of both the “iron curtain” and “rollover” approach in quantifying the materiality of misstatements. SAB 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. Early adoption of SAB 108 is permitted. The Company elected to adopt SAB 108 effective September 30, 2006. Upon initial application of SAB 108, the Company evaluated the uncorrected financial statement misstatements that were previously considered immaterial under the “rollover” method using the dual methodology required by SAB 108. As a result of this dual methodology approach of SAB 108, the Company corrected the cumulative error in its accounting for equity-based compensation for periods prior to January 1, 2006 (discussed more fully below under “Recent Developments”) in accordance with the transitional guidance in SAB 108.
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements,” (“SFAS No. 157”) which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating what impact, if any, the adoption of SFAS No. 157 will have on its consolidated financial condition, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). Among other items, SFAS No. 158 requires recognition of the overfunded or underfunded status of an entity’s defined benefit postretirement plan as an asset or liability in the financial statements, requires the measurement of defined benefit postretirement plan assets and obligations as of the end of the employer’s fiscal year, and requires recognition of the funded status of defined benefit postretirement plans in other comprehensive income. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The Company adopted SFAS No. 158 on December 31, 2006. The Company currently measures the funded status of its plan as of the date of its year-end statement of financial position. See Note 21 for further discussion regarding the adoption of SFAS No.158.
In July 2006, FASB issued FASB Interpretation Number 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, (“FIN No. 48”). FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution
of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN No. 48 applies to all tax positions related to income taxes subject to FASB Statement No. 109, Accounting for Income Taxes. The interpretation clearly scopes out income tax positions related to FASB Statement No. 5, Accounting for Contingencies. This statement is effective for fiscal years beginning after December 15, 2006. The cumulative effect of applying the provisions of FIN No. 48 will be reported as an adjustment to the opening balance of retained earnings on January 1, 2007. The Company adopted the provisions of this statement beginning in the first quarter of 2007. The adoption of FIN No. 48 is not expected to have a material impact on the Company’s results of operation or financial position.
In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an Amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 allows financial instruments that contain an embedded derivative and that otherwise would require bifurcation to be accounted for as a whole on a fair value basis, at the holders’ election. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The adoption of SFAS No. 155 is not expected to have a material impact on the Company’s results of operations or financial position.
Recent Developments
The Company has undertaken a comprehensive review of the Company’s stock option grant practices, including a review of its underlying stock option grant documentation and procedures and related accounting. This review was initiated voluntarily by management of the Company on September 26, 2006 following the public release of a letter dated September 19, 2006 from the SEC’s Office of Chief Accountant, which provided further interpretive guidance related to stock option granting practices. Management’s findings and conclusions have been reviewed by outside legal counsel and the Company’s internal auditors, and have been presented to the Company’s Board of Directors. Both outside counsel and internal audit reviewed such documentation and interviewed such persons as they deemed necessary to reach their own conclusions with respect to the matters reviewed by management.
This review identified various deficiencies in the historical process of granting and documenting stock options. The Company believes that, with respect to certain stock option grants, (i) the proper measurement date for accounting purposes differs from the measurement dates used by SBA, and (ii) the Company incorrectly accounted for options held by persons who served as independent contractors of SBA. During its review, management did not identify any evidence of fraudulent conduct relating to stock option grants. As a result of these findings, the Company has determined that from fiscal 1999 through the end of fiscal year 2005, it had unrecorded non-cash equity-based compensation charges of $8.4 million.
Pursuant to SAB 108, the Company corrected the aforementioned cumulative error in its accounting for equity-based compensation by recording a non-cash cumulative effect adjustment of $8.4 million to additional paid-in capital with an offsetting amount of $7.7 million to accumulated deficit within shareholders’ equity as well as adjustments to property and equipment in the amount of $0.4 million and intangible assets of $0.3 million in its consolidated balance sheet as of December 31, 2006. The capitalized amounts relate to acquisition related costs. For additional discussion regarding the adoption of SAB 108 and its implications, please see “Current Accounting Pronouncements” above.
In connection with the year ended December 31, 2006, the Company recorded a non-cash equity adjustment of $0.9 million to additional paid-in capital within shareholders’ equity with an off-setting adjustment to property and equipment of $0.4 million and intangible assets of $0.3 million in the consolidated balance sheet as of December 31, 2006 and a $0.2 million charge in the consolidated statement of operations for the year ended December 31, 2006. The 2006 adjustment above is not a result of the adoption of SAB 108.
4. RESTRICTED CASH
Restricted cash consists of the following:
| As of December 31, 2006 | As of December 31, 2005 | Included on Balance Sheets | ||||||
| (in thousands) | ||||||||
CMBS Certificates | $ | 30,690 | $ | 17,937 | restricted cash - current asset | |||
Payment and performance bonds | 3,713 | 1,575 | restricted cash - current asset | |||||
Surety bonds | 13,696 | 10,291 | Other assets - noncurrent | |||||
Total restricted cash | $ | 48,099 | $ | 29,803 | ||||
In connection with the issuance of the CMBS Certificates, the Company is required to fund a restricted cash amount, which represents the cash held in escrow pursuant to the mortgage loan agreement governing the CMBS Certificates to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and personal property taxes, insurance premiums related to tower sites, trustee and service expenses, and to reserve a portion of advance rents from tenants. Based on the terms of the CMBS Certificates, all rental cash receipts each month are restricted and held by the indenture trustee. The restricted cash held by the indenture trustee in excess of required reserve balances is subsequently released to the Borrowers on or before the 15th calendar day following month end. All monies held by the indenture trustee after the release date are classified as restricted cash on the Company’s balance sheet.
Payment and performance bonds relate primarily to collateral requirements relating to tower construction currently in process by the Company. Cash pledged as collateral related to surety bonds are issued for the benefit of the Company or its affiliates in the ordinary course of business which primarily relate to the Company’s tower removal obligations.
5. ACQUISITIONS
AAT Acquisition
On April 27, 2006, a subsidiary of SBA Communications acquired 100 percent of the outstanding common stock of AAT Communications Corporation from AAT Holdings, LLC II. AAT owned 1,850 tower sites in the United States. The acquisition provides the Company with a nationwide platform to pursue its asset growth strategy and allows the Company to leverage its fixed overhead costs.
Pursuant to the terms of the Stock Purchase Agreement, the Company paid cash of $634.0 million and issued 17,059,336 shares of the Company’s Class A common stock, valued at $392.7 million based on the average market price of the Company’s Class A common stock over the 5-trading day period ended March 21, 2006. The Company incurred approximately $10.4 million in acquisition related costs in connection with the AAT Acquisition. The results of AAT’s operations have been included in the consolidated financial statements since the date of acquisition. The Company has accounted for the acquisition under the purchase method of accounting in accordance with SFAS 141 – Business Combinations (“FAS 141”). Under this method of accounting, assets acquired and liabilities assumed were recorded on the Company’s balance sheet at their estimated fair values as of the date of acquisition. The total purchase price of approximately $1.0 billion includes the fair value of the Class A common stock issued, the cash paid, and the acquisition related costs incurred.
The determination, as updated as of December 31, 2006, of the estimated fair value of the assets acquired and liabilities assumed relating to the AAT acquisition is summarized below (in thousands):
Accounts receivable Other current assets Property, plant, and equipment Intangible assets: Current contract intangible Network location intangible Other assets Total assets acquired Current liabilities Other liabilities Total liabilities assumed Net assets acquired $ 1,204 1,996 368,947 421,026 256,710 726 1,050,609 (10,283 ) (3,179 ) (13,462 ) $ 1,037,147
The fair values of the property, plant, and equipment as well as the intangible assets were determined in connection with a third party valuation. The Company is currently in the process of finalizing the purchase price allocation. The primary areas of the purchase price allocation which are not yet finalized relate to current assets and current liabilities.
Unaudited Pro Forma Financial Information
The following table presents the unaudited pro forma consolidated results of operations of the Company for years December 31, 2006 and 2005, respectively, as if the AAT acquisition and the related financing transactions were completed as of January 1 of each of the respective years (in thousands, except per share amounts):
| For the year ended December 31, | ||||||||
| 2006 | 2005 | |||||||
Revenues | $ | 379,863 | $ | 342,441 | ||||
Operating income (loss) | $ | 14,710 | $ | (20,390 | ) | |||
Net loss | $ | (162,573 | ) | $ | (153,967 | ) | ||
Basic and diluted net loss per common share | $ | (1.57 | ) | $ | (1.69 | ) | ||
The pro forma amounts include the historical operating results of the Company and AAT with appropriate adjustments to give effect to (1) depreciation, amortization and accretion, (2) interest expense, (3) selling, general and administrative expense, and (4) certain conforming accounting policies of the Company. The pro forma amounts are not indicative of the operating results that would have occurred if the acquisition and related transactions had been completed at the beginning of the applicable periods presented and are not indicative of the operating results in future periods.
Other Acquisitions
During 2006, the Company acquired 248 completed towers, 2 towers in process, and related assets from various sellers as well as the equity interest of three entities, whose assets consisted almost entirely of 91 towers and related assets. The aggregate consideration paid was $66.7 million in cash and approximately 1.8 million shares of Class A common stock valued at $42.9 million. The Company accounted for all of the above tower acquisitions at fair market value at the date of acquisition. The results of operations of the acquired assets and companies are included with those of the Company from the dates of the respective acquisitions. Other than the AAT Acquisition, none of the individual acquisitions or aggregate acquisitions consummated during 2006 were significant to the Company and accordingly, pro forma financial information has not been presented. In addition, the Company also paid $2.1 million and issued approximately 13,000 shares of Class A common stock in settlement of contingent purchase price amounts payable as a result of acquired towers exceeding certain performance targets.
During 2005, the Company acquired 172 towers and related assets from various sellers as well as the equity of two entities, whose assets consisted almost entirely of 36 towers and related assets. The aggregate purchase price for all acquisitions was $73.5 million. The aggregate consideration paid was $55.1 million in cash and approximately 1.6 million shares of Class A common stock. The Company accounted for all of the above tower acquisitions at fair market value at the
date of acquisition. The results of operations of the acquired assets and companies are included with those of the Company from the dates of the respective acquisitions. None of the individual acquisitions or aggregate acquisitions consummated were significant to the Company and, accordingly, pro forma financial information has not been presented. In addition, the Company paid $0.2 million and issued approximately 24,000 shares of Class A common stock in settlement of contingent purchase price amounts payable as a result of acquired towers exceeding certain performance targets.
In accordance with the provisions of SFAS No. 141, Business Combinations, the Company continues to evaluate all acquisitions within one year after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met. These intangible assets represent the value associated with current leases in place (“Current Contract Intangibles”) at the acquisition date and future tenant leases anticipated to be added (“Network Location Intangible”) to the acquired towers and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years.
From time to time, the Company agrees to pay additional consideration for such acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the 1-3 years after they have been acquired. As of December 31, 2006, the Company had an obligation to pay up to an additional $4.8 million in consideration if the performance targets contained in various acquisition agreements are met. These obligations are associated with acquisitions within the Company’s site leasing segment. In certain acquisitions the additional consideration may be paid in cash or shares of Class A common stock at the Company’s option. The Company records such obligations as additional consideration when it becomes probable that the targets will be met.
6. INTANGIBLE ASSETS, NET
The following table provides the gross and net carrying amounts for each major class of intangible assets:
| At December 31, 2006 | At December 31, 2005 | |||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net book value | Gross carrying amount | Accumulated amortization | Net book value | |||||||||||||||
Current contract intangibles | $ | 468,561 | $ | (21,405 | ) | $ | 447,156 | $ | 20,210 | $ | (620 | ) | $ | 19,590 | ||||||
Network location intangibles | 290,768 | (13,052 | ) | 277,716 | 11,805 | (309 | ) | 11,496 | ||||||||||||
Covenants not to compete | 6,231 | (6,231 | ) | — | 6,231 | (5,826 | ) | 405 | ||||||||||||
| $ | 765,560 | $ | (40,688 | ) | $ | 724,872 | $ | 38,246 | $ | (6,755 | ) | $ | 31,491 | |||||||
All intangibles noted above are contained in our site leasing segment. Amortization expense relating to the intangible assets above was $33.9 million, $1.9 million and $1.0 million for the years ended December 31, 2006, 2005 and 2004, respectively. These amounts are subject to changes in estimates until the preliminary allocation of the purchase price is finalized for all acquisitions.
Estimated amortization expense on the Company’s current contract and 2003network location intangibles is as follows:
For the year ended December 31, | (in thousands) | ||
2007 | $ | 50,622 | |
2008 | 50,622 | ||
2009 | 50,622 | ||
2010 | 50,622 | ||
2011 | 50,622 | ||
Thereafter | 471,762 | ||
Total | $ | 724,872 | |
7. PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following:
| As of December 31, 2006 | As of December 31, 2005 | |||||||
| (in thousands) | ||||||||
Towers and related components | $ | 1,571,340 | $ | 1,117,497 | ||||
Construction-in-process | 4,555 | 4,792 | ||||||
Furniture, equipment and vehicles | 27,391 | 25,552 | ||||||
Land, buildings and improvements | 40,947 | 22,549 | ||||||
| 1,644,233 | 1,170,390 | |||||||
Less: accumulated depreciation | (538,291 | ) | (442,057 | ) | ||||
Property and equipment, net | $ | 1,105,942 | $ | 728,333 | ||||
Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company's operations.
Depreciation expense was $99.0 million, $85.3 million, and $89.3 million for the years ended December 31, 2006, 2005, and 2004, respectively. At December 31, 2006, non-cash capital expenditures that are included in accounts payable and accrued expenses were $2.6 million, compared to $3.2 million at December 31, 2005.
8. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings in excess of billings on uncompleted contracts consist of the following:
| As of December 31, 2006 | As of December 31, 2005 | |||||||
| (in thousands) | ||||||||
Costs incurred on uncompleted contracts | $ | 104,157 | $ | 94,323 | ||||
Estimated earnings | 18,771 | 15,609 | ||||||
Billings to date | (104,580 | ) | (86,139 | ) | ||||
| $ | 18,348 | $ | 23,793 | |||||
These amounts are included in the accompanying consolidated balance sheets under the following captions:
| As of December 31, 2006 | As of December 31, 2005 | |||||||
| (in thousands) | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 19,403 | $ | 25,184 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (1,055 | ) | (1,391 | ) | ||||
| $ | 18,348 | $ | 23,793 | |||||
At December 31, 2006 one significant customer comprised 69.3% of the costs and estimated earnings in excess of billings, net of billings in excess of costs, while at December 31, 2005, three significant customers comprised 75.4% of the costs and estimated earnings in excess of billings, net of billings in excess of costs.
9. CONCENTRATION OF CREDIT RISK
The Company's credit risks consist primarily of accounts receivable with national, regional and local wireless communications providers and federal and state governmental agencies. The Company performs periodic credit evaluations of its customers' financial condition and provides allowances for doubtful accounts as required based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral. The following is a list of significant customers and the percentage of total revenue derived from such customers:
| For the year ended December 31, | |||||||||
| 2006 | 2005 | 2004 | |||||||
Sprint Nextel | 27.6 | % | 30.9 | % | 31.0 | % | |||
Cingular (now AT&T) | 21.4 | % | 25.5 | % | 22.7 | % | |||
The Company's site development consulting, site development construction and site leasing segments derive revenue from these customers. Client concentrations with respect to revenues in each of the segments are as follows:
Percentage of Site Leasing Revenue | |||||||||
| 2006 | 2005 | 2004 | |||||||
Cingular (now AT&T) | 26.7 | % | 28.0 | % | 27.5 | % | |||
Sprint/Nextel | 26.2 | % | 30.7 | % | 29.4 | % | |||
Verizon | 9.7 | % | 10.1 | % | 9.5 | % | |||
Percentage of Site Development for the year ended December 31, | |||||||||
| 2006 | 2005 | 2004 | |||||||
Sprint Nextel | 38.0 | % | 1.9 | % | 2.6 | % | |||
Verizon Wireless | 26.6 | % | 32.4 | % | 26.1 | % | |||
Bechtel Corporation* | 10.0 | % | 23.3 | % | 24.7 | % | |||
Cingular (now AT&T) | 6.8 | % | 28.3 | % | 26.7 | % | |||
Sprint Nextel Bechtel Corporation* Cingular (now AT&T) Percentage of Site Development
Construction Revenue
for the year ended December 31, 2006 2005 2004 30.0 % 36.0 % 39.7 % 17.4 % 11.6 % 14.5 % 6.9 % 20.3 % 12.5 %
| * | Substantially all the work performed for Bechtel Corporation was for its client Cingular. |
At December 31, 2006 and 2005, two significant customers comprise 57.1% and three significant customers comprise 49.6%, respectively, of site development consulting and construction segments combined accounts receivable. These same customers comprise 49.2% and 46.6% of the Company’s total accounts receivable at December 31, 2006 and 2005, respectively.
10. ACCRUED EXPENSES
The Company’s accrued expenses are comprised of the following:
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in thousands) | ||||||||||||
Net loss | $ | (94,709 | ) | $ | (147,280 | ) | $ | (175,148 | ) | |||
Other comprehensive income, deferred gain from settlement of interest rate swap | 14,460 | — | — | |||||||||
Comprehensive loss | $ | (80,249 | ) | $ | (147,280 | ) | $ | (175,148 | ) | |||
| As of December 31, 2006 | As of December 31, 2005 | |||||
| (in thousands) | ||||||
Salaries and benefits | $ | 3,418 | $ | 3,746 | ||
Real estate and property taxes | 6,648 | 4,410 | ||||
Other | 7,534 | 7,388 | ||||
| $ | 17,600 | $ | 15,544 | |||
For
11. DEBT
| As of December 31, 2006 | As of December 31, 2005 | |||||
| (in thousands) | ||||||
Commercial mortgage pass-through certificates, series 2005-1, secured, interest payable monthly in arrears, balloon payment principal of $405,000 with an anticipated repayment date of November 15, 2010. Interest at varying rates (5.369% to 6.706%) at December 31, 2006 and 2005. | $ | 405,000 | $ | 405,000 | ||
Commercial mortgage pass-through certificates, series 2006-1, secured, interest payable monthly in arrears, balloon payment principal of $1,150,000 with an anticipated repayment date of November 15, 2011. Interest at varying rates (5.314% to 7.825%) at December 31, 2006. | 1,150,000 | — | ||||
8 1/2% senior notes, unsecured, interest payable semi-annually in arrears on June 1 and December 1. Balance repurchased in full April 27, 2006. | — | 162,500 | ||||
9 3/4% senior discount notes, net of unamortized original issue discount of $44,424 at December 31, 2005, unsecured, cash interest payable semi-annually in arrears beginning June 15, 2008, and the accreted balance of $223,736 repurchased on April 27, 2006. | — | 216,892 | ||||
Senior revolving credit facility. Facility originated in December 2005. No amounts outstanding at December 31, 2006 and 2005. | — | — | ||||
Total debt | $ | 1,555,000 | $ | 784,392 | ||
Commercial Mortgage Pass-Through Certificates, Series 2005-1
On November 18, 2005, SBA CMBS-1 Depositor LLC (the “Depositor”), an indirect subsidiary of the year ended December 31, 2005,Company, sold in a private transaction, $405 million of the Company’s net loss includesInitial CMBS Certificates issued by SBA CMBS Trust (the “Trust”), a deferred gain fromtrust established by the terminationDepositor (the “Initial CMBS Transaction”). The Initial CMBS Certificates consisted of five classes, all of which are rated investment grade, as indicated in the table below:
Subclass | Initial Subclass Principal Balance | Pass through Interest Rate | ||||
| (in thousands) | ||||||
2005-1A | $ | 238,580 | 5.369 | % | ||
2005-1B | 48,320 | 5.565 | % | |||
2005-1C | 48,320 | 5.731 | % | |||
2005-1D | 48,320 | 6.219 | % | |||
2005-1E | 21,460 | 6.706 | % | |||
| $ | 405,000 | 5.608 | % | |||
The weighted average monthly fixed coupon interest rate of the Initial CMBS Certificates is 5.6% and the effective weighted average fixed interest rate is 4.8%, after giving effect to the settlement of two interest rate swap agreements entered in contemplation of the transaction (See note 12). The Initial CMBS Certificates have an anticipated repayment date of November 15, 2010 with a final repayment date in 2035. The Company incurred deferred financing fees of $12.2 million associated with the closing of this transaction.
Commercial Mortgage Pass-Through Certificates, Series 2006-1
On November 6, 2006, the Depositor, sold in a private transaction, $1.15 billion of the Additional CMBS Certificates, issued by the Trust (the “Additional CMBS Transaction”). The Additional CMBS Certificates consist of nine classes as indicated in the table below:
Subclass | Initial Subclass Principal Balance | Pass through Interest Rate | ||||
| (in thousands) | ||||||
2006-1A | $ | 439,420 | 5.314 | % | ||
2006-1B | 106,680 | 5.451 | % | |||
2006-1C | 106,680 | 5.559 | % | |||
2006-1D | 106,680 | 5.852 | % | |||
2006-1E | 36,540 | 6.174 | % | |||
2006-1F | 81,000 | 6.709 | % | |||
2006-1G | 121,000 | 6.904 | % | |||
2006-1H | 81,000 | 7.389 | % | |||
2006-1J | 71,000 | 7.825 | % | |||
Total | $ | 1,150,000 | 5.993 | % | ||
The contractual weighted average monthly fixed interest rate of the Additional CMBS Certificates is 6.0%, and the effective weighted average fixed interest rate is 6.3% after giving effect to the settlement of the nine interest rate swap agreements entered in contemplation of the transaction (see note 12). The Additional CMBS Certificates have an expected life of five years with a final repayment date in 2036. The proceeds of the Additional CMBS Certificates primarily repaid the bridge loan secured in connection with the AAT Acquisition and fund required reserves and expenses associated with the Additional CMBS Transaction. The Company incurred deferred financing fees of $23.3 million associated with the closing of this transaction.
The CMBS Certificates
In connection with the Initial CMBS Transaction, the $400 million Amended and Restated Credit Agreement (“Senior Credit Facility”), dated as of January 30, 2004, among SBA Senior Finance, as borrower and the lenders (the “Loan Agreement”) was amended and restated to replace SBA Properties as the new borrower under the Loan Agreement and to completely release SBA Senior Finance and the other guarantors of any obligations under the Loan Agreement, to increase the principal amount of the loan to $405.0 million and to amend various other terms (as amended and restated, the “Mortgage Loan Agreement”). Furthermore, the Mortgage Loan Agreement was purchased by the Depositor with proceeds from the Initial CMBS Transaction. The Depositor then assigned the underlying mortgage loan to the Trust, who will have all rights as Lender under the Mortgage Loan Agreement.
The assets of the Trust, which issued the CMBS Certificates, consists of non-recourse mortgage loan initially made in favor of SBA Properties, Inc. (the “Initial Borrower”). In connection with the issuance of the Additional CMBS Certificates, each of SBA Sites, Inc., SBA Structures, Inc., SBA Towers, Inc., SBA Towers Puerto Rico, Inc. and SBA Towers USVI, Inc. (the “Additional Borrowers”) were added as additional borrowers under the mortgage loan and the principal amount of the mortgage loan was increased by $1.15 billion to an aggregate of $1.56 billion. The Borrowers are jointly and severally liable under the mortgage loan. The mortgage loan is to be paid from the operating cash flows from the aggregate 4,975 towers owned by the Borrowers. Subject to certain limited exceptions described below, no payments of principal will be required to be made prior to the monthly payment date in November 2010, which is the anticipated repayment date for the components of the mortgage loan corresponding to the Initial CMBS Certificates, and no payments of principal will be required to be made in relation to the components of the mortgage loan corresponding to the Additional CMBS Certificates prior to the monthly payment date in November 2011. However, if the debt service coverage ratio, defined as the Net Cash Flow (as defined in the Mortgage Loan Agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers will be required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30 times or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as excess cash flow, will be deposited into a reserve account instead of being released to the
Borrowers. The funds in the reserve account will not be released to the Borrowers unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan. Otherwise, on a monthly basis, the excess cash flow of the Borrowers held by the Trustee after payment of principal, interest, reserves and expenses is distributed to the Borrowers.
The Borrowers may not prepay the mortgage loan in whole or in part at any time prior to November 2010 (the “Initial CMBS Certificates Anticipated Repayment Date”) for the components of the mortgage loan corresponding to the Initial CMBS Certificates and November 2011 (the “Additional CMBS Certificates Anticipated Repayment Date”) for the components of the mortgage loan corresponding to the Additional CMBS Certificates, except in limited circumstances (such as the occurrence of certain casualty and condemnation events relating to the Borrowers’ tower sites). Thereafter, prepayment is permitted provided it is accompanied by any applicable prepayment consideration. If the prepayment occurs within nine months of the final maturity date, no prepayment consideration is due. The entire unpaid principal balance of the mortgage loan components corresponding to the Initial CMBS Certificates will be due in November 2035 and those corresponding to the Additional CMBS Certificates will be due in November 2036. However, to the extent that the full amount of the mortgage loan component corresponding to the Initial CMBS Certificates or the amount of the mortgage loan component corresponding to the Additional CMBS Certificates are not fully repaid by their respective anticipated repayment dates, the interest rate payable on any such mortgage loan outstanding will significantly increase in accordance with the formula set forth in the mortgage loan. The mortgage loan may be defeased in whole at any time.
The mortgage loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the tower sites and their operating cash flows, (2) a security interest in substantially all of the Borrowers’ personal property and fixtures and (3) the Borrowers’ rights under the management agreement they entered into with Network Management. relating to the management of the Borrowers’ tower sites by Network Management pursuant to which SBA Network Management arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on the Borrowers’ behalf. For each calendar month, Network Management is entitled to receive a management fee equal to 7.5% of the Borrowers’ operating revenues for the immediately preceding calendar month. This management fee was reduced from 10% in connection with the issuance of the Additional CMBS Certificates.
In connection with issuance of the CMBS Certificates, the Company is required to fund a restricted cash amount, which represents the cash held in escrow pursuant to the mortgage loan governing the Certificates to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and personal property taxes, insurance premiums related to tower sites, trustee and service expenses, and to reserve a portion of advance rents from tenants on the 4,975 tower sites. Based on the terms of the CMBS Certificates, all rental cash receipts each month are restricted and held by the indenture trustee. The monies held by the indenture trustee as of December 31, 2006 are classified as restricted cash on the Company’s Balance Sheet (see note 4). The monies held by the indenture trustee in excess of required reserve balances are subsequently released to the Borrowers on or before the 15th calendar day following month end.
Bridge Loan
In connection with the AAT Acquisition, on April 27, 2006, SBA Senior Finance entered into a credit agreement for a $1.1 billion bridge loan. The proceeds of the loan were used in the acquisition of AAT and to repurchase the remaining amounts outstanding of the Company’s 8 1/2% senior notes and 9 3/4% senior discount notes (see below). The bridge loan had a maturity date (after extension of an option by the Company) of January 27, 2007, but was repaid in full on November 6, 2006 with the proceeds from the Additional CMBS Transaction. The Company recorded a $3.4 million loss from write-off of deferred financing fees and extinguishment of debt in connection with the repayment of this facility.
8 1/2% Senior Notes and 93/4% Senior Discount Notes
On April 27, 2006, the remaining outstanding amounts of $162.5 million of the 8 1/2% senior notes and $223.7 million of the 9 3/4% senior discount notes (the accreted value at April 27, 2006) were repaid from the proceeds of the $1.1 billion bridge loan obtained in connection with the AAT Acquisition. The Company recorded a $53.9 million loss from write-off of deferred financing fees and extinguishment of debt in connection with the repurchase of these notes.
Revolving Credit Facility
On December 22, 2005, SBA Senior Finance II LLC, a subsidiary of the Company, closed on a secured revolving credit facility in the amount of $160.0 million. Amounts borrowed under this facility are secured by a first lien on substantially all of SBA Senior Finance II’s assets and are guaranteed by the Company and certain of its other subsidiaries. This facility replaces the prior facility which was assigned and became the mortgage loan underlying the Initial CMBS Certificates issuance. The Company incurred deferred financing fees of $1.2 million associated with the closing of this transaction.
This facility consists of a $160.0 million revolving loan which may be borrowed, repaid and redrawn, subject to compliance with certain covenants. The Company was restricted from borrowing under this facility during the period of time that the bridge loan remained outstanding based on an agreement with its lenders. Upon repayment of the bridge loan on November 6, 2006 from the proceeds of the Additional CMBS Transaction, this restriction was removed and the Company is able to utilize the revolving credit facility according to the initial terms of the borrowing arrangement.
The revolving credit facility matures on December 21, 2007. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at a base rate plus a margin that ranges from 12.5 basis points to 100 basis points. Unused amounts on this facility accrue interest at 37.5 basis points on the $160.0 million committed amount.
The revolving credit facility requires SBA Senior Finance II to maintain specified financial ratios, including ratios regarding its debt to annualized operating cash flow, debt service, cash interest expense and fixed charges for each quarter. The revolving credit facility also contains affirmative and negative covenants that, among other things, limit the Company’s ability to incur debt and liens, sell assets, commit to capital expenditures, enter into affiliate transactions or sale-leaseback transactions, and build and/or acquire towers without anchor or acceptable tenants. SBA Senior Finance II’s ability in the future to comply with the covenants and access the available funds under the revolving credit facility in the future will depend on its future financial performance. The Company had availability under the revolving credit facility of $29.0 million at December 31, 2006.
As of December 31, 2006, the Company was in compliance with the covenants of the indentures relating to the Initial and Additional CMBS Certificates and the revolving credit facility.
The Company's debt is expected to mature as follows:
For the year ended December 31, | (in thousands) | ||
2007 | $ | — | |
2008 | — | ||
2009 | — | ||
2010 | 405,000 | ||
2011 | 1,150,000 | ||
Total | $ | 1,555,000 | |
12. DERIVATIVE FINANCIAL INSTRUMENTS
Additional CMBS Certificate Swaps
At various dates during 2006, a subsidiary of the Company entered into nine forward-starting interest rate swap agreements (the “Additional CMBS Certificate Swaps”), at an aggregate notional principal amount of $1.0 billion, to hedge the variability of future interest rates in anticipation of the issuance of debt, which the Company originally expected to be issued on or before December 21, 2007 by an affiliate of the Company. Under the swap agreements, the subsidiary had agreed to pay a fixed interest rate ranging from 5.019% to 5.47% on the total notional amount of $1.0 billion, beginning on the originally expected debt issuance dates for a period of five years, in exchange for receiving floating payments based on three month LIBOR on the same $1.0 billion notional amount for the same five year period.
On November 20056, 2006, a subsidiary of the Company entered into a purchase agreement with JP Morgan Securities, Inc., Lehman Brothers Inc. and Deutsche Bank Securities Inc. regarding the Additional CMBS Transaction (Note 12 and 14),Transaction. In connection with this agreement, The Company terminated the Additional CMBS Certificate Swaps, resulting in a $14.8$14.5 million settlement payment toby the Company. The settlement paymentCompany determined a portion of the swaps to be ineffective, and as a result, the Company recorded $1.7 million as interest expense on the Statement of Operations. The additional deferred loss of $12.8 million is being amortized based onutilizing the effective interest method over the anticipated five year life of the Additional CMBS notes.Certificates and will increase the effective interest rate on these certificates by 0.3% over the weighted average fixed interest rate of 6.0%. The unamortized value of the settlement payment is recorded in accumulated other comprehensive income in the Consolidated Balance Sheets.
Initial CMBS Certificates Swaps
The Consolidated StatementOn June 22, 2005, in anticipation of Cash Flowsthe Initial CMBS Transaction (see note 11), the Company entered into two forward starting interest rate swap agreements, each with a notational principal amount of $200.0 million to hedge the variability of future interest rates on the Initial CMBS Transaction. Under the swap agreements, we agreed to pay the counterparties a fixed interest rate of 4.199% on the total notional amount of $400.0 million, beginning on December 22, 2005 through December 22, 2010 in exchange for receiving floating payments based on the three-month LIBOR on the same notional amount for the years ended December 31,same five-year period. The Company determined the swaps to be effective cash flow hedges and recorded the fair value of the interest rate swaps in accumulated other comprehensive income, net of applicable income taxes.
On November, 4, 2005, and 2004 have been revised for asset impairment charges and depreciation, accretion and amortization relating to discontinued operations (See note 3).
In March 2003 certaintwo of the Company’s subsidiaries entered into a purchase agreement with Lehman Brothers Inc. and Deutsche Bank Securities Inc. regarding the purchase and sale of $405.0 million of commercial mortgage pass-through certificates issued by SBA CMBS Trust, a trust established by a special purpose subsidiary of the Company. In connection with this agreement, the Company terminated the Initial CMBS Certificates Swaps, resulting in a $14.8 million settlement payment to the Company. The settlement payment will be amortized into interest expense on the Consolidated Statement of Operations utilizing the effective interest method over the anticipated five year life of the Initial CMBS Certificates and will reduce the effective interest rate on the Certificates by 0.8%. The unamortized value of the settlement payment is recorded in accumulated other comprehensive income in the Consolidated Balance Sheets.
Fair Value Hedge
The Company previously had an interest rate swap agreement to manage its exposure to interest rate movements by effectively converting a portion of its fixed rate 10 1/4% senior notes to variable rates. The swap qualified as a fair value hedge. The notional principal amount of the swap was $100.0 million and the maturity date and payment provisions matched that of the underlying senior notes.
The counter-party to the interest rate swap agreement terminated the swap agreement in October 2002. In connection with this termination, the counter-party paid the Company $6.2 million, which included approximately $0.8 million in accrued interest. The remaining approximately $5.4 million received was deferred and recognized as a reduction to interest expense over the remaining term of the senior notes using the effective interest method. Amortization of the deferred gain during 2004 was approximately $0.7 million. Additionally, $1.9 million of the deferred gain was recognized as a reduction in loss from write-off of deferred financing fees and extinguishment of debt in connection with the repurchase of $186.5 million of 10 1/4% senior notes in December 2004. The balance of $1.9 million outstanding at December 31, 2004 was written off in connection with the repayment of the 10 1/4% senior notes in February 2005 and is included as a reduction in loss from write-off of deferred financing fees and extinguishment of debt on the Statement of Operations.
13. SHAREHOLDERS' EQUITY
a. Offerings of Common Stock
In July 2000, the Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission registering the sale of up to $500.0 million of any combination of Class A common stock, preferred stock, debt securities, depository shares, or warrants. On May 11, 2005, the Company issued 8.0 million shares of Class A common stock. The net proceeds were $75.4 million after deducting underwriters’ fees and offering expenses, and were used to redeem an accreted balance of $68.9 million of the 9 3/4% senior discount notes.
On October 5, 2005, the Company issued 10.0 million shares of Class A common stock. The net proceeds were $151.4 million after deducting underwriters’ fees and offering expenses, and were used to redeem $130.4 million of the Company’s 9 3/4% senior discount notes and 8 1/2% senior notes.
During the year ended December 31, 2006, the Company did not issue any securities under this shelf registration. At December 31, 2006, the Company can issue up to $21.4 million of securities under the universal shelf registration statement.
b. Registration of Additional Shares
During 2006, the Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering an aggregate 4.0 million shares of its Class A common stock. These 4.0 million shares are in addition to 3.0 million and 5.0 million shares registered during 2000 and 2001, respectively. These shares may be issued in connection with acquisitions of wireless communication towers or companies that provide related services. During the years ended December 31, 2006, 2005 and 2004, the Company issued 1.8 million shares, 1.7 million shares and 0.4 million shares, respectively, of its Class A common stock pursuant to these registration statements in connection with acquisitions. At December 31, 2006, 4.5 million shares remain available for issuance under this shelf registration.
On November 27, 2006, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering an additional 2.5 million shares of its Class A common stock issuable under the 2001 Equity Participation Plan.
On April 14, 2006, the Company filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables the Company to issue shares of its Class A common stock, shares of preferred stock, which may be represented by depositary shares, unsecured senior, senior subordinated or subordinated debt securities; and warrants to purchase any of these securities. Under the rules governing the automatic shelf registration statements, the Company will file a prospectus supplement and advise the Commission of the amount and type of securities each time the Company issues securities under this registration statement. During the year ended December 31, 2006, the Company did not issue any securities under this shelf registration statement.
c. Other Common Stock Transactions
During 2006, in connection with the AAT Acquisition the Company issued 17,059,336 shares of its Class A common stock.
During 2004, the Company exchanged $49.7 million of its 10 1/4% senior notes for 8.7 million shares of its Class A common stock. The Company also exchanged $1.3 million in face value of its 9 3/4% senior discount notes for approximately 136,000 shares of its Class A common stock during 2004.
d. Shareholder Rights Plan and Preferred Stock
During January 2002, the Company's Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred stock purchase right for each outstanding share of the Company's common stock. Each of these rights which are currently not exercisable will entitle the holder to purchase one one-thousandth (1/1000) of a share of the Company's newly designated Series E Junior Participating Preferred Stock. In the event that any person or group acquires beneficial ownership of 15% or more of the outstanding shares of the Company's common stock or commences or announces an
intention to commence a tender offer that would result in such person or group owning 15% or more of the Company's common stock, each holder of a right (other than the acquirer) will be entitled to receive, upon payment of the exercise price, a number of shares of common stock having a market value equal to two times the exercise price of the right. In order to retain flexibility and the ability to maximize shareholder value in the event of transactions that may arise in the future, the Board retains the power to redeem the rights for a set amount. The rights were distributed on January 25, 2002 and expire on January 10, 2012, unless earlier redeemed or exchanged or terminated in accordance with the Rights Agreement.
14. STOCK BASED COMPENSATION
Effective January 1, 2006, the Company adopted SFAS 123R using the modified prospective transition method. Under this transition method, compensation expense recognized during the year ended December 31, 2006 included: (a) compensation expense for all share-based awards granted prior to, but not yet vested, as of December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation expense for all share-based awards granted subsequent to December 31, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R. In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect the impact of SFAS 123R. The Company accounts for stock issued to non-employees in accordance with the provisions of Emerging Issues Task Force (“EITF”) Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services.” As a result of applying SFAS 123R to unvested stock options at December 31, 2005, the Company’s loss from continuing operations and net loss was $5.4 million higher for the year ended December 31, 2006. Basic and diluted loss per share was $0.06 higher as a result of applying SFAS 123R for the year ended December 31, 2006. Additionally, there was no effect on cash flows from operations and financing activities.
On November 10, 2005, the FASB issued FASB Staff Position No. FAS 123R-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of share-based compensation pursuant to SFAS 123R. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC Pool”) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC Pool and consolidated statements of cash flows of the tax effects of employee and director share-based awards that are outstanding upon adoption of SFAS 123R.
Stock Options
The Company has three equity participation plans (the 1996 Stock Option Plan, the 1999 Equity Participation Plan and the 2001 Equity Participation Plan) whereby options (both non-qualified and incentive stock options), stock appreciation rights and restricted stock may be granted to directors, employees and consultants. Upon adoption of the 2001 Equity Participation Plan, no further grants are permitted under the 1996 Stock Option Plan and the 1999 Equity Participation Plan. The 2001 Equity Participation Plan provides for a maximum issuance of shares, together with all outstanding options and unvested shares of restricted stock under all three of the plans, equal to 15% of the Company’s common stock outstanding, adjusted for certain shares issued and the exercise of certain options. These options generally vest between three and six years from the date of grant on a straight-line basis and generally have a ten year life.
From time to time, restricted shares of Class A common stock or options to purchase Class A common stock have been granted under the Company’s equity participation plans at prices below market value at the time of grant. The Company recorded approximately $0.4 million, $0.5 million and $0.5 million of non-cash compensation expense during the years ended December 31, 2006, 2005 and 2004, respectively, relating to the issuance of these shares.
The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and implied volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:
Risk free interest rate Dividend yield Expected volatility Expected lives For the year ended December 31, 2006 2005 2004 4.2% - 5.1% 3.8% - 4.2% 3.5% 0.0% 0.0% 0.0% 43.7% - 45% 45% 113% 3.75 years 3.75 years 4 years
A summary of shares reserved for future issuance under these plans as of December 31, 2006 is as follows:
| (in thousands) | ||
Reserved for 1996 Stock Option Plan | 42 | |
Reserved for 1999 Equity Participation Plan | 123 | |
Reserved for 2001 Equity Participation Plan | 12,288 | |
| 12,453 | ||
The following table summarizes the Company’s activities with respect to its stock option plan years ended 2006, 2005, and 2004 as follows (dollars and number of shares in thousands, except for per share data):
Options | Number of Shares | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term | ||||||
Outstanding at January 1, 2003 | 3,788 | $ | 7.79 | ||||||
Granted | 1,390 | $ | 4.27 | ||||||
Exercised | (173 | ) | $ | (3.11 | ) | ||||
Canceled | (590 | ) | $ | (6.81 | ) | ||||
Outstanding at December 31, 2004 | 4,415 | $ | 7.04 | ||||||
Granted | 1,345 | $ | 8.91 | ||||||
Exercised | (978 | ) | $ | (4.04 | ) | ||||
Canceled | (207 | ) | $ | (7.29 | ) | ||||
Outstanding at December 31, 2005 | 4,575 | $ | 8.22 | ||||||
Granted | 1,126 | $ | 20.02 | ||||||
Exercised | (1,181 | ) | $ | (8.07 | ) | ||||
Canceled | (368 | ) | $ | (26.04 | ) | ||||
Outstanding at December 31, 2006 | 4,152 | $ | 9.87 | 7.4 | |||||
Exercisable at December 31, 2006 | 1,263 | $ | 6.70 | 6.0 | |||||
Unvested at December 31, 2006 | 2,889 | $ | 11.26 | 8.0 | |||||
The weighted-average fair value of options granted during the years ended December 31, 2006, 2005 and 2004 was $8.18, $3.43 and $3.28, respectively. The total intrinsic value for options exercised during the years ended December 31, 2006, 2005 and 2004 was $21.2 million, $10.2 million and $0.9 million, respectively.
Cash received from option exercises under all plans for years ended December 31, 2006, 2005 and 2004 was approximately $9.5 million, $3.9 million and $0.5 million, respectively. No tax benefit was realized for the tax deductions from option exercises under all plans for the years ended December 31, 2006, 2005 and 2004, respectively.
Additional information regarding options outstanding and exercisable at December 31, 2006 is as follows:
| Options Outstanding | Options Exercisable | ||||||||||||||
Range | Outstanding (in thousands) | Weighted Average Contractual Life (in years) | Weighted Average Exercise Price | Exercisable (in thousands) | Weighted Average Exercise Price | Aggregate Intrinsic Value | |||||||||
$ 0.05 - $ 2.63 | 662 | 5.9 | $ | 2.08 | 354 | $ | 2.07 | ||||||||
$ 3.27 - $ 9.69 | 2,212 | 7.3 | $ | 6.74 | 740 | $ | 6.61 | ||||||||
$10.67 - $ 14.80 | 98 | 7.0 | $ | 13.74 | 54 | $ | 12.98 | ||||||||
$15.25 - $ 24.75 | 1,048 | 8.4 | $ | 18.78 | 98 | $ | 15.27 | ||||||||
$26.14 - $ 50.13 | 132 | 8.5 | $ | 27.86 | 17 | $ | 38.15 | ||||||||
| 4,152 | 1,263 | $ | 26,300 | ||||||||||||
The following table summarizes the activity of options to purchase shares of SBA common stock that had not yet vested:
| Number of Shares | Weighted- Per Share | Aggregate Intrinsic Value | |||||||
| (in thousands, except for per share amounts) | |||||||||
Unvested as of December 31, 2005 | 3,059 | $ | 3.29 | ||||||
Shares Granted | 1,126 | $ | 8.18 | ||||||
Vesting during period | (1,180 | ) | $ | 3.46 | |||||
Forfeited or cancelled | (116 | ) | $ | 5.93 | |||||
Unvested as of December 31, 2006 | 2,889 | $ | 5.00 | $ | 46,927 | ||||
As of December 31, 2006, there were options to purchase 2.9 million shares of SBA common stock that had not yet vested and were expected to vest in future periods at a weighted average exercise price of $11.26. The aggregate intrinsic value for stock options in the preceding tables represents the total intrinsic value, based on Company’s closing stock price of $27.50 as of December 31, 2006. The amount represents the total intrinsic value that would have been received by the holders of the stock-based awards had these awards been exercised and sold as of that date.
As of December 31, 2006, the total unrecognized compensation cost related to unvested stock options outstanding under the Plans is $11.2 million. That cost is expected to be recognized over a weighted average period of 1.3 years.
The total fair value of shares vested during 2006, 2005, and 2004 was $4.1 million, $3.7 million, and $2.5 million, respectively.
Employee Stock Purchase Plan
In 1999, the Board of Directors of the Company adopted the 1999 Stock Purchase Plan (the “Purchase Plan”). A total of 500,000 shares of Class A common stock were reserved for purchase under the Purchase Plan. During 2003, an amendment to the Purchase Plan was adopted which increased the number of shares reserved for purchase from 500,000 to 1,500,000 shares. The Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of the Class A common stock on the last day of an offering period. For the year ended December 31, 2006 approximately 46,700 shares of the Company’s Class A common stock were issued under the Purchase Plan, which resulted in cash proceeds to the Company of $1.0 million compared to the year ended December 31, 2005 when approximately 69,700 shares of the Company’s Class A common stock were issued under the Purchase Plan, which resulted in cash proceeds to the Company of $1.0 million. At December 31, 2006, approximately 628,000 shares remain which can be issued under the Purchase Plan. In addition, the Company recorded $0.2 million of non-cash compensation expense relating to these shares for the year ended December 31, 2006.
Non-Cash Compensation Expense
The table below reflects a break out by category of the amounts recognized in the statement of operations for the year ended December 31, 2006 for non-cash compensation expense (in thousands):
| For the year ended December 31, 2006 | |||
Cost of revenues | $ | 151 | |
Selling, general and administrative | 5,259 | ||
Total cost of non-cash compensation included in income, before income tax | 5,410 | ||
Amount of income tax recognized in earnings | — | ||
Amount charged against income | $ | 5,410 | |
For the years ended December 31, 2006, 2005, and 2004, non-cash compensation expense included in the Consolidated Statement of Operations relating to employees was $5.1 million, $0.5 million, and $0.5 million, respectively. For the year ended December 31, 2006, non-cash compensation expense included in the Consolidated Statement of Operations relating to non-employees was $0.3 million. In addition, the Company capitalized $1.3 million of non-cash compensation to fixed and intangible assets relating to non-employees for the year ended December 31, 2006.
Pro-Forma Non-Cash Compensation Expense
Prior to December 31, 2005, the Company accounted for non-cash compensation arrangements in accordance with the provisions and related interpretations of APB 25. Had compensation cost for share-based awards been determined consistent with SFAS No. 123R, the net income and earnings per share would have been adjusted to the following pro forma amounts (in thousands, except for per share data):
| For the year ended December 31, | ||||||||
| 2005 | 2004 | |||||||
Net loss, as reported | $ | (94,709 | ) | $ | (147,280 | ) | ||
Non-cash compensation charges included in net loss | 462 | 470 | ||||||
Incremental stock-based compensation (expense determined under the fair value based method for all awards, net of related tax effects) | (4,247 | ) | (5,359 | ) | ||||
Pro forma net loss | $ | (98,494 | ) | $ | (152,169 | ) | ||
Loss per share: | ||||||||
Basic and diluted - as reported | $ | (1.28 | ) | $ | (2.52 | ) | ||
Basic and diluted - pro forma | $ | (1.33 | ) | $ | (2.61 | ) | ||
15. ASSET IMPAIRMENT AND OTHER (CREDITS) CHARGES
During the third quarter of 2006, the Company reevaluated the remaining liability relating to its restructuring program initiated in 2002. The Company determined that the liability was no longer needed as all office space included in the restructuring liability is now being fully utilized by the Company in its operations. As a result, the Company recorded a credit of $0.4 million which is shown in asset impairment and other (credits) charges in the Consolidated Statement of Operations.
During 2005, the Company reevaluated its future cash flow expectations on one tower that had not achieved expected lease up results. The resulting change in fair value of this tower, as determined using a discounted cash flow analysis, resulted in an impairment charge of $0.2 million. By comparison, in 2004 the Company reevaluated its future cash flow expectations on ten towers and other related equipment that had not achieved expected lease up results. The change in fair value of these towers, as determined using a discounted cash flow analysis, resulted in an impairment charge of $2.6 million.
Additionally in 2004, the Company reevaluated its future cash flow expectations on three microwave networks utilized by its customers. One of these customers rejected their microwave backhaul agreements under the settlement plan approved as part of their bankruptcy. The other customer notified the Company in the fourth quarter of 2004 of their intention not to renew their agreement upon expiration. An analysis of these networks resulted in a remote possibility of other customers utilizing the network. As a result, the Company wrote down the value of the underlying equipment utilized in these networks and recorded a charge of $4.5 million. Furthermore, in the fourth quarter of 2005, the Company determined that the remaining microwave network equipment has no residual value and recorded an additional charge of $0.2 million. These amounts are included in asset impairment charges in the Consolidated Statement of Operations for the years ended December 31, 2004 and 2005, respectively.
During the second quarter of 2004, the Company identified 14 towers previously classified as held for sale and included in discontinued operations and reclassified them into continuing operations as of June 30, 2004 in accordance with the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. As a result of this reclassification, the book value of the towers were recorded at the lower of (1) the carrying amount of the tower before it was classified as held for sale, net of any depreciation expense that would have been recognized had the asset never been classified as held for sale; or (2) the estimated fair value of the tower at the date of the subsequent decision not to sell. As a result of applying SFAS 144, the Company increased the book value of these towers by $0.3 million, and recorded this credit as a net reduction to asset impairment charges in the Consolidated Statements of Operations for the year ended December 31, 2004.
16.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) has no impact on the Company’s net loss but is reflected in the consolidated balance sheet through adjustments to shareholders’ equity (deficit). Accumulated other comprehensive income (loss) derives from the amortization of deferred gain/loss from settlement of derivative financial statements relating to the CMBS Certificates issuance and minimum pension liability relating to the Company’s pension plan (see note 21). We specifically identify the amount of the amortization of deferred gain/loss from settlement of derivative financial statements recognized in other comprehensive loss from settlement of derivative financial statements. A rollforward of accumulated other comprehensive income (loss) for the year ended December 31, 2006 and 2005 is as follows:
| Deferred Gain/(Loss) from Settlement of Derivative Financial Instruments | Minimum Pension Liability Adjustment | Total | |||||||||
| (in thousands) | |||||||||||
Balance December 31, 2004 | $ | — | $ | — | $ | — | |||||
Deferred gain from settlement of terminated swaps | 14,774 | — | 14,774 | ||||||||
Amortization of deferred gain from settlement of terminated swaps | (314 | ) | — | (314 | ) | ||||||
Balance December 31, 2005 | 14,460 | — | 14,460 | ||||||||
Deferred loss from settlement of terminated swaps | (12,836 | ) | — | (12,836 | ) | ||||||
Amortization of deferred gain/loss from settlement of terminated swaps, net | (2,370 | ) | — | (2,370 | ) | ||||||
Minimum pension liability adjustment | 80 | 80 | |||||||||
Balance December 31, 2006 | $ | (746 | ) | $ | 80 | $ | (666 | ) | |||
There is no net tax impact for the components of other comprehensive income (loss) due to the valuation allowance on the Company’s deferred tax assets.
17. DISCONTINUED OPERATIONS
In March 2003 certain of the Company's subsidiaries entered into a definitive agreement (the “Western"Western tower sale”sale") to sell up to an aggregate of 801 towers, which represented substantially all of the Company’sCompany's towers in the Western two-thirds of the United States. The Company ultimately sold 784 of the 801 towers as part of the Western tower sale, representing all but three of the 787 total towers sold in 2003. On April 29, 2004, the Company received notification from the purchaser of the Western towers as to certain claims for indemnification totaling approximately $4.3 million. In December 2004, the claims for indemnification of $4.3 million were settled for $2.8 million and this amount was released to the purchaser of the Western towers. The remaining $1.5 million was released to the Company in December 2004. The Company recorded a charge of $2.1 million in 2004 relating to the settlement of the claims, which is included in discontinued operations, net of income taxes in the Consolidated Statement of Operations.
During the year ended December 31, 2004, the Company sold or disposed of 41 of the 61 towers held for sale at December 31, 2003, and reclassified 14 towers back to continuing operations, leaving six towers accounted for as discontinued operations as of December 31, 2004. These six towers were sold in the first two quarters of 2005. Gross proceeds realized from the sale of towers during the years ended December 31, 2005 and 2004 were $0.2 million and $1.2 million, respectively. These sales resulted in a gain of approximately $0.1 million and a loss on sale of approximately $1.6 million for the years ended December 31, 2005 and 2004, which is included in loss from discontinued operations, net of income taxes in the accompanying Consolidated Statement of Operations.
The December 31, 2003 loss from discontinued operations includes $3.4 million in asset impairment charges associated with the write-down of the carrying value of the 47 additional towers accounted for as discontinued operations at December 31, 2003 to their fair value less estimated cost to sell.
The following is a summary of the operating results of the discontinued operations relating to the Western tower sale and the 47 additional towers accounted for as discontinued operations:
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in thousands) | ||||||||||||
Revenues | $ | 16 | $ | 168 | $ | 11,208 | ||||||
Loss from operations, net of income taxes | $ | (43 | ) | $ | (270 | ) | $ | (6,170 | ) | |||
Gain (loss) on disposal of discontinued operations, net of income taxes | 101 | (1,622 | ) | 6,750 | ||||||||
Gain (loss) from discontinued operations, net of income taxes | $ | 58 | $ | (1,892 | ) | $ | 580 | |||||
A portion of the Company’s interest expense has been allocated to discontinued operations based upon the debt balance attributable to those operations. Interest expense allocated to discontinued operations was $0.8 million for the year ended December 31, 2003. No interest expense was allocated to discontinued operations in 2005 and 2004 as there was no associated debt outstanding during these years.
| For the year ended December 31, | |||||||||||
| 2006 | 2005 | 2004 | |||||||||
| (in thousands) | |||||||||||
Revenues | $ | — | $ | 16 | $ | 168 | |||||
Loss from operations, net of income taxes | $ | — | $ | (43 | ) | $ | (270 | ) | |||
Gain (loss) on disposal of discontinued operations, net of income taxes | — | 101 | (1,622 | ) | |||||||
Gain (loss) from discontinued operations, net of income taxes | $ | — | $ | 58 | $ | (1,892 | ) | ||||
In May 2004, the Company’s Board of Directors approved a plan of disposition related to site development services operations (including both the site development consulting and site development construction segments) in the Western portion of the United States (“Western site development services”). In June 2004, two business units were sold, and two business units were abandoned within the Western site development services unit. In the third quarter of 2004, the remaining two site development construction business units within the Western site development services unit were sold. Gross proceeds realized from sale during 2004 were $0.4 million, and a loss on disposal of discontinued operations of $0.8 million was recorded during 2004.
The following is a summary of the operating results of the discontinued operations relating to the Western site development services:
| For the year ended December 31, | For the year ended December 31, | ||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | ||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
Revenues | $ | 51 | $ | 14,280 | $ | 19,961 | $ | — | $ | 51 | $ | 14,280 | |||||||||||
Loss from operations, net of income taxes | $ | (119 | ) | $ | (578 | ) | $ | (378 | ) | $ | — | $ | (119 | ) | $ | (578 | ) | ||||||
Loss on disposal of discontinued operations, net of income taxes | — | (787 | ) | — | — | — | (787 | ) | |||||||||||||||
Loss from discontinued operations, net of income taxes | $ | (119 | ) | $ | (1,365 | ) | $ | (378 | ) | $ | — | $ | (119 | ) | $ | (1,365 | ) | ||||||
No interest expense has been allocated to discontinued operations related to Western site development services for the years ended December 31, 2006, 2005 2004 and 2003.
2004. At December 31, 2006 and December 31, 2005, there were no assets or liabilities held for sale and at December 31, 2004, there were $0.01 million of assets held for sale which relate to the Western services division.sale. The notes to the consolidated financial statements for all years presented have been adjusted for the discontinued operations described above.
Stock-based Compensation18.INCOME TAXES
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision of SFAS 123 and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. Pro forma disclosure is no longer an alternative under the new standard. Although early adoption is allowed, we will adopt SFAS 123R as of the required effective date for calendar year companies, which is January 1, 2006.
SFAS 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method, compensation expense is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R. Under the “modified retrospective” method, the requirements are the same as under the “modified prospective” method, but also permit entities to restate financial statements of previous periods based on proforma disclosures made in accordance with SFAS 123. We have determined that we will use the “modified prospective” method to recognize compensation expense.
We currently utilize the Black-Scholes option pricing model to measure the fair value of stock options granted to our employees. While SFAS 123R permits entities to continue to use such a model, the standard also permits the use of a more complex binomial, or “lattice” model. Based upon our evaluation of the alternative models available to value option grants, we have determined that we will continue to use the Black-Scholes model for option valuation.
Other Pronouncements
In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). This standard replaces APB Opinion No. 20,Accounting Changes, and FASB Statement No. 3,Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 requires that the change in accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. Such a change would require the Company to restate its previously issued financial statements to reflect the change in accounting principle to prior periods presented. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154 is not expected to have a material impact on the Company’s results of operations and financial position.
In March 2005, FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations (an interpretation of FASB Statement No. 143)” (“FIN 47”) was issued. FIN 47 provides clarification with respect to the timing of liability recognition of legal obligations associated with the retirement of tangible long-lived assets when the timing and/or method of settlement of the obligation are conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005 for calendar-year enterprises). The adoption of this statement did not have a material impact on the Company’s Consolidated Financial Statements.
In December 2004, the FASB issued SFAS No.153,“Exchanges of Nonmonetary Assets—an Amendment of APB No. 29” (“SFAS 153”). The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have “commercial substance.” This standard was effective for nonmonetary asset exchanges occurring after July 1, 2005. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
Restricted cash at December 31, 2005 was $27.8 million. This balance includes $17.9 million of cash held in escrow to fund certain reserve accounts for the payment of debt service and certain expenses relating to the commercial mortgage pass-through certificates issued in November 2005 (See note 12 for further discussion of the restricted cash on the CMBS notes). Approximately $8.3 million of this balance relates to cash pledged as collateral to secure certain obligations of the Company and certain of its affiliates related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business, and is included in other assets. Approximately $1.6 million of the collateral relates to payment and performance bonds, which are shorter term in nature and are included in restricted cash and reflected as a current asset.
Restricted cash at December 31, 2004 was $9.9 million. This balance includes $7.9 million of cash pledged as collateral to secure certain obligations of the Company and certain of its affiliates related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business, and is included in other assets. Approximately $2.0 million of the collateral relates to payment and performance bonds, which are shorter term in nature and are included in restricted cash and reflected as a current asset.
During 2005, the Company acquired 172 towers and related assets from various sellers as well as the equity of two entities, whose assets consisted almost entirely of 36 towers and related assets. The aggregate purchase price for all acquisitions was $73.5 million. The aggregate consideration paid was $55.1 million in cash and approximately 1,641,000 shares of Class A common stock. The Company accounted for all of the above tower acquisitions at fair market value at the date of acquisition. The results of operations of the acquired assets and companies are included with those of the Company from the dates of the respective acquisitions. None of the individual acquisitions or aggregate acquisitions consummated were significant to the Company and, accordingly, pro forma financial information has not been presented. In addition, the Company paid $0.2 million and issued approximately 24,000 shares of Class A common stock in settlement of contingent purchase price amounts payable as a result of acquired towers exceeding certain performance targets.
During 2004, the Company acquired five towers and related assets from various sellers. The aggregate consideration paid was $0.5 million in cash and approximately 413,000 shares of Class A common stock. In addition, the Company paid $0.6 million in settlement of contingent purchase price amounts payable as a result of towers it acquired having met or exceeded certain earnings or new tower targets.
In accordance with the provisions of SFAS No. 141,Business Combinations, the Company continues to evaluate all acquisitions within one year after the respective closing date of the transactions to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met. As a result of these evaluations, the Company has recorded on the balance sheet in intangible assets $32.0 million of the purchase price paid for acquisitions consummated prior to December 31, 2005. These intangible assets represent the value associated with current leases in place at the acquisition date and future tenant leases anticipated to be added to the acquired towers and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years.
The table below outlines the composition of the purchase price paid for acquisitions including earnouts:
| For the year ended December 31, | |||||||
| 2005 | 2004 | ||||||
| (in thousands) | |||||||
Purchase price of acquisitions1 | |||||||
Amount paid in cash | $ | 55,273 | $ | 492 | |||
Amount paid in stock | 18,738 | 3,062 | |||||
| $ | 74,011 | $ | 3,554 | ||||
Purchase price consists of: | |||||||
Towers and related assets | $ | 44,323 | $ | 1,219 | |||
Contract intangibles | 29,680 | 2,335 | |||||
Other assets | 489 | — | |||||
Other liabilities | (481 | ) | — | ||||
| $ | 74,011 | $ | 3,554 | ||||
From time to time, the Company agrees to pay additional consideration for such acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the 1-3 years after they have been acquired. As of December 31, 2005, the Company has an obligation to pay up to an additional $2.2 million in consideration if the targets contained in various acquisition agreements are met. These obligations are associated with acquisitions within the Company’s site leasing segment. On certain acquisitions, at the Company’s option, additional consideration may be paid in cash or shares of Class A common stock. The Company records such obligations as additional consideration when it becomes probable that the targets will be met.
The following table provides the gross and net carrying amounts for each major class of intangible asset at December 31, 2005:
| Gross Carrying Amount | Less Accumulated Amortization | Net Amount | ||||||||
| (in thousands) | ||||||||||
Contract intangibles | $ | 32,015 | $ | (929 | ) | $ | 31,086 | |||
Covenants not to compete | 6,231 | (5,826 | ) | 405 | ||||||
| $ | 38,246 | $ | (6,755 | ) | $ | 31,491 | ||||
All intangibles noted above are contained in our site leasing segment. Amortization expense relating to the intangible assets above was $1.9 million, $1.0 million and $1.3 million for the years ended December 31, 2005, 2004 and 2003, respectively. Estimated amortization expense on the Company’s contract intangibles and covenants not to compete is as follows:
For the year ended December 31, | Covenants not to Compete | Contract Intangibles | Total | ||||||
| (in thousands) | |||||||||
2006 | $ | 398 | $ | 2,134 | $ | 2,532 | |||
2007 | 7 | 2,134 | 2,141 | ||||||
2008 | — | 2,134 | 2,134 | ||||||
2009 | — | 2,134 | 2,134 | ||||||
2010 | — | 2,134 | 2,134 | ||||||
Thereafter | — | 20,416 | 20,416 | ||||||
Total | $ | 405 | $ | 31,086 | $ | 31,491 | |||
The Company’s credit risks consist primarily of accounts receivable with national, regional and local wireless communications providers and federal and state governmental agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts as required based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral. The following is a list of significant customers and the percentage of total revenue derived from such customers:
| Percentage of Total Revenues For the year ended December 31, | |||||||||
| 2005 | 2004 | 2003 | |||||||
Cingular | 25.5 | % | 22.7 | % | 20.3 | % | |||
Sprint Nextel | 20.8 | % | 21.4 | % | 13.5 | % | |||
Bechtel Corporation* | 5.0 | % | 6.1 | % | 10.4 | % | |||
The Company’s site development consulting, site development construction and site leasing segments derive revenue from these customers. Client concentrations with respect to revenues in each of the segments are as follows:
| Percentage of Site Leasing Revenue for the year ended December 31, | |||||||||
| 2005 | 2004 | 2003 | |||||||
Cingular | 28.0 | % | 27.5 | % | 28.0 | % | |||
Sprint Nextel | 15.0 | % | 14.3 | % | 13.9 | % | |||
Verizon | 10.1 | % | 9.5 | % | 10.0 | % | |||
Percentage of Site Development for the year ended December 31, | |||||||||
| 2005 | 2004 | 2003 | |||||||
Verizon Wireless | 32.4 | % | 26.1 | % | 13.6 | % | |||
Cingular | 28.3 | % | 26.6 | % | 4.3 | % | |||
Bechtel Corporation* | 23.3 | % | 24.7 | % | 40.3 | % | |||
Percentage of Site Development for the year ended December 31, | |||||||||
| 2005 | 2004 | 2003 | |||||||
Sprint Nextel | 34.9 | % | 39.2 | % | 15.3 | % | |||
Cingular | 20.3 | % | 12.5 | % | 5.5 | % | |||
Bechtel Corporation* | 11.6 | % | 14.5 | % | 28.9 | % | |||
At December 31, 2005 and 2004, three significant customers comprise 43.6% and 61.1%, respectively of site development and construction segments combined accounts receivable. These same customers comprise 41.0% and 60.2% of the Company’s total accounts receivable at December 31, 2005 and 2004, respectively.
Costs and estimated earnings in excess of billings on uncompleted contracts consist of the following:
| As of December 31, 2005 | As of December 31, 2004 | |||||||
| (in thousands) | ||||||||
Costs incurred on uncompleted contracts | $ | 94,323 | $ | 63,198 | ||||
Estimated earnings | 15,609 | 10,334 | ||||||
Billings to date | (86,139 | ) | (55,717 | ) | ||||
| $ | 23,793 | $ | 17,815 | |||||
These amounts are included in the accompanying consolidated balance sheets under the following captions:
| As of December 31, 2005 | As of December 31, 2004 | |||||||
| (in thousands) | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 25,184 | $ | 19,066 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (1,391 | ) | (1,251 | ) | ||||
| $ | 23,793 | $ | 17,815 | |||||
At December 31, 2005 three significant customers comprised 75.4% of the costs and estimated earnings in excess of billings, net of billings in excess of costs, while at December 31, 2004, two significant customers comprised 83.0% of the costs and estimated earnings in excess of billings, net of billings in excess of costs.
Property and equipment, excluding assets held for sale, consists of the following:
| As of December 31, 2005 | As of December 31, 2004 | |||||||
| (in thousands) | ||||||||
Towers and related components | $ | 1,117,497 | $ | 1,064,085 | ||||
Construction-in-process | 4,792 | 55 | ||||||
Furniture, equipment and vehicles | 25,552 | 30,223 | ||||||
Land, buildings and improvements | 22,549 | 20,658 | ||||||
| 1,170,390 | 1,115,021 | |||||||
Less: accumulated depreciation | (442,057 | ) | (369,190 | ) | ||||
Property and equipment, net | $ | 728,333 | $ | 745,831 | ||||
Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s operations.
Depreciation expense was $85.3 million, $89.3 million, and $92.3 million for the years ended December 31, 2005, 2004, and 2003, respectively. At December 31, 2005, non-cash capital expenditures that are included in accounts payable and accrued expenses were $3.2 million.
The Company’s accrued expenses are comprised of the following:
| As of December 31, 2005 | As of December 31, 2004 | |||||
| (in thousands) | ||||||
Salaries and benefits | $ | 3,746 | $ | 2,941 | ||
Real estate and property | 4,410 | 4,319 | ||||
Other | 7,388 | 7,737 | ||||
| $ | 15,544 | $ | 14,997 | |||
| As of December 31, 2005 | As of December 31, 2004 | ||||||
| (in thousands) | |||||||
Commercial mortgage pass-through certificates, series 2005-1, secured, interest payable monthly in arrears, balloon payment principal of $405,000,000 with an anticipated repayment date of November 15, 2010. Interest at varying rates (5.369% to 6.706%) at December 31, 2005. | $ | 405,000 | $ | — | |||
8 1/2% senior notes, unsecured, interest payable semi- annually in arrears on June 1 and December 1. Balance due in full December 1, 2012. | 162,500 | 250,000 | |||||
9 3/4% senior discount notes, net of unamortized original issue discount of $44,424 and $98,337 at December 31, 2005 and 2004, respectively, unsecured, cash interest payable semi- annually in arrears beginning June 15, 2008, balloon principal payment of $261,316 due at maturity on December 15, 2011. | 216,892 | 302,437 | |||||
10 1/4% senior notes, unsecured, interest payable semi- annually in arrears, includes deferred gain related to termination of derivative of $1,909 at December 31, 2004. Amount repaid in full in February 2005. | — | 51,894 | |||||
Senior secured credit facility. This facility was paid in full in November 2005. | 323,375 | ||||||
Senior secured credit facility. Facility originated in December 2005. No amounts outstanding at December 31, 2005. | — | — | |||||
| 784,392 | 927,706 | ||||||
Less: current maturities | — | (3,250 | ) | ||||
Long-term debt | $ | 784,392 | $ | 924,456 | |||
Commercial Mortgage Pass-Through Certificates, Series 2005-1
On November 18, 2005, SBA CMBS-1 Depositor LLC (the “Depositor”), an indirect subsidiary of the Company, sold, in a private transaction, $405 million of CMBS Notes, Series 2005-1 issued by SBA CMBS Trust (the “Trust”), a trust established by the Depositor (the “CMBS Transaction”). The CMBS Notes consist of five classes, all of which are rated investment grade, as indicated in the table below:
Subclass | Initial Subclass Principal Balance | Pass through Interest Rate | ||||
| (in thousands) | ||||||
2005-1A | $ | 238,580 | 5.369 | % | ||
2005-1B | 48,320 | 5.565 | % | |||
2005-1C | 48,320 | 5.731 | % | |||
2005-1D | 48,320 | 6.219 | % | |||
2005-1E | 21,460 | 6.709 | % | |||
| $ | 405,000 | 5.608 | % | |||
The contract weighted average fixed interest rate of the CMBS Notes is 5.6% and the effective weighted average fixed interest rate to SBA Properties is 4.8%, after giving effect to a settlement gain of two interest rate swap agreements entered in contemplation of the transaction. The Company terminated the interest rate swap agreements in November 2005, resulting in a $14.8 million settlement payment to the Company. The settlement payment will be amortized into interest expense on the statement of operations utilizing the effective interest method over the anticipated five year life of the CMBS Notes and will reduce the effective interest rate on the CMBS Notes by 0.8%. The
CMBS Notes have an anticipated repayment date of November 15, 2010 with a final repayment date in 2035. As discussed below, the proceeds of the CMBS Notes were primarily used to repay the senior credit facility of SBA Senior Finance, Inc. and to fund reserves and pay expenses associated with the offering. The Company paid deferred fees of $12.0 million in connection with the closing of this transaction.
In connection with the CMBS Transaction, the $400 million Amended and Restated Credit Agreement (“Senior Credit Facility”), dated as of January 30, 2004, among SBA Senior Finance, as borrower and the lenders (the “Loan Agreement”) was amended and restated to replace SBA Properties as the new borrower under the Loan Agreement and to completely release SBA Senior Finance and the other guarantors of any obligations under the Loan Agreement, to increase the principal amount of the loan to $405.0 million and to amend various other terms (as amended and restated, the “Mortgage Loan Agreement”). Furthermore, the Mortgage Loan Agreement was purchased by the Depositor with proceeds from the CMBS Transaction. The Depositor then assigned the Mortgage Loan to the Trust, who will have all rights as Lender under the Mortgage Loan Agreement.
The Mortgage Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the 1,714 tower sites and their operating cash flows, (2) a security interest in substantially all of SBA Properties’ personal property and fixtures and (3) SBA Properties’ rights under the Management Agreement (as defined below). SBA CMBS-1 Guarantor LLC (“Guarantor”), a subsidiary of SBA CMBS-1 Holdings LLC, a wholly owned indirect subsidiary of the Company and the direct parent of SBA Properties, guarantees all of the payment under the Mortgage Loan (the “Guaranty”) and other obligations under the CMBS Notes. The Guarantor is a special purpose company established for the sole purpose of holding the equity interest of SBA Properties. As security for its guaranty, the Guarantor grants a first priority security interest in 100% of the equity interest of SBA Properties. The Guarantor owns no assets other than the equity interest of the SBA Properties, is prohibited from acquiring any other assets or incurring any liabilities, and has no employees. SBA Holdings will guaranty all of the payment obligations of the Borrower under the Mortgage loan (the “Parent Guaranty”) and will grant a first priority security interest in 100% of the equity interest of the Guarantor as security for the Parent Guaranty. SBA Holdings will have no material assets other than the equity interest of the Guarantor. No other affiliate of the Borrower will guaranty repayment of the Mortgage loan.
The Mortgage Loan documents include covenants customary for mortgage loans subject to rated securitizations. Among other things, SBA Properties is prohibited from incurring other indebtedness for borrowed money or further encumbering its assets. The organizational documents of SBA Properties were amended to limit its purposes and to add provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that SBA Properties maintains at least two independent directors.
The CMBS Notes contain certain covenants that require SBA Properties to provide the Indenture Trustee reasonable access rights to its tower sites, including the right to conduct site investigations with respect to environmental matters; promptly notify the Indenture Trustee of any material adverse changes or the existence of an event of default under the CMBS Notes; and provide regular financial and operating reports.
SBA Properties is required to make monthly payments of interest on the Mortgage Loan. Interest on the Mortgage Loan will be paid from the operating cash flows from SBA Properties’ 1,714 tower sites. Subject to certain limited exceptions described below, no payments of principal will be required to be made prior to November 2010, which is the anticipated repayment date (“ARD”). On a monthly basis, the excess cash flows of SBA Properties, held by the indenture trustee, after payment of principal, interest, reserves, and expenses, are distributed to SBA Properties.
As of the end of any calendar quarter if the debt service coverage ratio (defined as the Net Cash Flow per the Mortgage Loan Agreement divided by the amount of interest expense on the Mortgage Loan, servicing fees and trustee fees that SBA Properties will be required to pay over the succeeding twelve months) falls to 1.30 times or lower, then all cash flow in excess of amounts required under the loan document to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments will be deposited into a reserve account instead of being released to SBA Properties. The funds in the reserve account will not be released to SBA Properties unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times (“Minimum DSCR”) as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the Mortgage Loan. The amortization period will continue until such time the Minimum DSCR exceeds 1.15 times for one quarter.
SBA Properties may not prepay the Mortgage Loan in whole or in part at any time prior to November 2010, except in limited circumstances (such as the occurrence of certain casualty and condemnation events relating to SBA Properties’ tower sites). Thereafter, prepayment is permitted provided it is accompanied by any applicable prepayment consideration. If the prepayment occurs within nine months of the final maturity date, no prepayment consideration is due. The entire unpaid principal balance of the Mortgage Loan will be due in November 2035. The Mortgage Loan may be defeased in whole at any time prior to the ARD with United States government securities.
In connection with the Mortgage Loan, SBA Properties entered into a management agreement (the “Management Agreement”) with Network Management to manage all of SBA Properties’ tower sites. Pursuant to the Management Agreement, Network Management performs those functions reasonably necessary to maintain, market, operate, manage and administer SBA Properties’ tower sites. Additionally, Network Management arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on SBA Properties’ behalf. For each calendar month, Network Management is entitled to receive a management fee equal to 10% of SBA Properties’ operating revenues for the immediately preceding calendar month.
In connection with issuance of the CMBS Notes, the Company is required to fund a restricted cash amount, which represents the cash held in escrow pursuant to the Mortgage Loan governing the CMBS Notes to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and personal property taxes, insurance premiums related to tower sites, trustee and service expenses, and to reserve a portion of advance rents from tenants on the 1,714 tower sites. Based on the terms of the CMBS Notes, all rental cash receipts each month are restricted and held by the indenture trustee. The monies held by the indenture trustee as of December 31, 2005 are classified as restricted cash on the Company’s Balance Sheet. The monies held by the indenture trustee in excess of required reserve balances are subsequently released to SBA Properties on or before the 15th calendar day following month end. On January 10, 2006, $11.6 million of the restricted cash balance was released to SBA Properties.
8 1/2% Senior Notes
On December 1, 2004, the Company issued $250.0 million of its 8 1/2% senior notes due 2012, which produced net proceeds of $244.8 million after deducting offering expenses. Interest accrues on the notes and is payable in cash semi-annually in arrears on June 1 and December 1, commencing June 1, 2005. The proceeds from this offering were available to be used to repurchase and/or redeem any remaining 10 1/4% senior notes, repurchase 9 3/4% senior discount notes, or repay a portion of the amount outstanding under the revolving line of credit of our senior credit facility. Proceeds from the 8 1/2% senior notes were used to repurchase and/or redeem the 10 1/4% senior notes as discussed below.
On November 7, 2005, the Company redeemed $87.5 million of these notes and paid the applicable premium for the redemption with proceeds from the October 5, 2005 equity offering.
The 8 1/2% senior notes are unsecured and arepari passu in right of payment with the Company’s other existing and future senior indebtedness. The 8 1/2% senior notes place certain restrictions on, among other things, the incurrence of debt and liens, issuance of preferred stock, payment of dividends or other distributions, sales of assets, transactions with affiliates, sale and leaseback transactions, certain investments and the Company’s ability to merge or consolidate with other entities. The ability of the Company to comply with the covenants and other terms of the 8 1/2% senior notes and to satisfy its respective debt obligations will depend on the future operating performance of the Company. In the event the Company fails to comply with the various covenants contained in the 8 1/2% senior notes, it would be in default there under, and in any such case, the maturity of a portion or all of its long-term indebtedness could be accelerated. In addition, the acceleration of amounts due under the senior credit facility would also cause a cross-default under the indenture for the 8 1/2% senior notes.
9 3/4% Senior Discount Notes
In December 2003, the Company and Telecommunications co-issued $402.0 million of their 9 3/4% senior discount notes due 2011, which produced net proceeds of approximately $267.1 million after deducting offering expenses. The senior discount notes accrete in value until December 15, 2007 at which time, after giving effect to the redemptions discussed below, they will have an aggregate principal amount of $261.3 million at maturity. Thereafter, interest accrues on the senior discount notes and will be payable in cash semi-annually in arrears on June 15 and December 15, commencing June 15, 2008. Proceeds from the senior discount notes were used to tender for approximately $153.3 million of the Company’s 12% senior discount notes and for general working capital purposes. During 2004, the Company exchanged $1.3 million in face value of the 9 3/4% senior discount notes for approximately 136,000 shares of the Company’s Class A common stock.
On May 11, 2005, the Company redeemed an accreted balance of $68.9 million of the 9 3/4% senior discount notes and paid the applicable premium for the redemption with the proceeds from the May 11, 2005 equity offering.
On November 7, 2005, the Company redeemed an accreted balance of $42.9 million of the Company’s 9 3/4% senior discount notes and paid the applicable premium for the redemption with proceeds from the October 5, 2005 equity offering.
The 9 3/4% senior discount notes are unsecured and arepari passu in right of payment with the Company’s other existing and future senior indebtedness. The 9 3/4% senior discount notes place certain restrictions on, among other things, the incurrence of debt and liens, issuance of preferred stock, payment of dividends or other distributions, sales of assets, transactions with affiliates, sale and leaseback transactions, certain investments and the Company’s ability to merge or consolidate with other entities. The ability of the Company to
comply with the covenants and other terms of the 9 3/4% senior discount notes and to satisfy its respective debt obligations will depend on the future operating performance of the Company. In the event the Company fails to comply with the various covenants contained in the 9 3/4% senior discount notes, it would be an event of default under the indenture governing the notes and the trustee may accelerate the maturity of the notes. In addition, the acceleration of amounts due under the senior credit facility would also cause a cross-default under the indenture for the 9 3/4% senior discount notes.
Senior Secured Credit Facility (closed in December 2005)
On December 22, 2005, SBA Senior Finance II closed on a new senior secured revolving credit facility in the amount of $160.0 million (“GECC II facility”). The new facility replaces Lehman facility which was assigned and became the Mortgage Loan underlying the Company’s recent $405 million commercial mortgage-backed securities issuance. The Company paid deferred financing fees of $1.1 million associated with the closing of this transaction.
The new facility consists of a $160 million revolving loan which may be borrowed, repaid and redrawn, subject to compliance with certain covenants. The new facility will mature on December 21, 2007. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at base rate plus a margin that ranges from 12.5 basis points to 100 basis points. Unused amounts on this facility accrue interest at 37.5 basis points on the $160.0 million committed amount. Amounts borrowed under this facility will be secured by a first lien on substantially all of SBA Senior Finance II’s assets and are guaranteed by the Company and certain of its other subsidiaries. No amounts were drawn on this facility as of December 31, 2005.
The new senior credit facility requires SBA Senior Finance II to maintain specified financial ratios, including ratios regarding its debt to annualized operating cash flow, debt service, cash interest expense and fixed charges for each quarter. This new senior credit facility contains affirmative and negative covenants that, among other things, limits its ability to incur debt and liens, sell assets, commit to capital expenditures, enter into affiliate transactions or sale-leaseback transactions, and build and/or acquire towers without anchor or acceptable tenants. SBA Senior Finance II’s ability in the future to comply with the covenants and access the available funds under the senior credit facility in the future will depend on its future financial performance. As of December 31, 2005, SBA Senior Finance II was in full compliance with the terms of the new credit facility and had the ability to draw an additional $39.1 million.
10 1/4% Senior Notes
In February 2001, the Company issued $500.0 million of its 10 1/4% senior notes due 2009, which produced net proceeds of approximately $484.3 million after deducting offering expenses. Proceeds from the senior notes were used to acquire and construct telecommunications towers, repay borrowings under the senior credit facility, and for general working capital purposes.
During the year ended December 31, 2004, the Company exchanged $49.7 million in principal amount of the notes for 8.7 million shares of Class A common stock. Additionally, the Company repurchased $306.8 million in principal amount of the notes in the open market for $320.5 million in cash. During 2004, the Company recognized a loss on extinguishment of debt of $14.9 million and wrote-off deferred financing fees of $6.2 million in connection with the 10 1/4% senior note retirement transactions.
On November 16, 2004, the Company commenced a cash tender offer to purchase up to $236.5 million aggregate principal amount of its 10 1/4% senior notes of which $186.5 million was tendered. The Company offered consideration of $1,050.75 per $1,000 of principal amount of the notes tendered plus a premium of $10.00 per $1,000 of principal amount of notes tendered prior to November 30, 2004. Tenders submitted after November 30, 2004, and prior to the expiration date of December 14, 2004 did not receive the premium of $10.00 per $1,000 of principal amount tendered. Consequently at December 31, 2004, there was $50.0 million of the 10 1/4% senior notes remaining outstanding. The remaining 10 1/4% senior notes were redeemed by the Company on February 1, 2005 for $52.5 million plus accrued interest, in accordance with the terms of the indenture.
12% Senior Discount Notes
In March 1998, the Company issued $269.0 million of its 12% senior discount notes due March 1, 2008, which produced net proceeds of approximately $150.2 million. The senior discount notes accreted in value until March 1, 2003 at which time they had an aggregate principal amount of $269.0 million. Proceeds from the senior discount notes were used to acquire and construct telecommunications towers as well as for general working capital purposes. During the year ended December 31, 2003, the Company repurchased $50.0 million in principal amount of its 12% senior discount notes in the open market for $50.3 million in cash. Additionally, during 2003, the Company completed a tender for 70% of its outstanding 12% senior discount notes and retired $153.3 million face value of its 12% senior discount notes for $167.1 million. During 2003, the Company recognized a loss on extinguishment of $14.6 million and wrote-off deferred financing fees of $4.8 million in connection with the 12% senior discount note retirement transactions.
In the first quarter of 2004, the Company repurchased $19.3 million of its 12% senior discount notes in open market transactions. The Company paid $20.9 million plus accrued interest in cash and recognized a loss of $1.6 million related to these debt repurchases and wrote-off $0.4 million of deferred financing fees. Additionally, on March 1, 2004 the Company, pursuant to the indenture for the 12% senior discount notes, redeemed all remaining outstanding 12% notes. These notes were redeemed at a price of 107.5% of the principal balances outstanding. As a result of this transaction, the Company recorded a loss of $3.5 million associated with the premium paid and wrote off $1.0 million of deferred financing fees associated with this transaction.
Senior Secured Credit Facility (paid in full November 2005)
On January 30, 2004, SBA Senior Finance closed on a senior credit facility in the amount of $400.0 million (“Lehman facility”). This facility consisted of a $275.0 million term loan which was funded at closing, a $50.0 million delayed draw term loan, and a $75.0 million revolving line of credit. This facility accrued interest at either the Eurodollar Rate (as defined in the senior credit facility) plus a spread of 350 basis points or the Base Rate (as defined in the senior credit facility), plus a spread of 250 basis points, SBA Senior Finance used the proceeds from funding of the $275.0 million term loan under this credit facility to repay the GECC I facility in full. This facility was subsequently repaid in full from proceeds obtained from the CMBS transaction noted above in November 2005. As a result of this repayment, SBA Senior Finance wrote off deferred financing fees associated with this facility of $5.4 million.
Senior Secured Credit Facility (paid in full January 2004)
On May 9, 2003, Telecommunications closed on a senior credit facility in the amount of $195.0 million from General Electric Capital Corporation and affiliates of Oak Hill Advisors, Inc. (“GECC I facility”). The facility consisted of $95.0 million of term loans and a $100.0 million revolving line of credit. In November 2003, in connection with the offering of the Company’s 9 3/4% senior discount notes and the Company’s tender offer for 70% of its outstanding 12% senior discount notes, SBA Senior Finance assumed all rights and obligations of Telecommunications under the senior credit facility pursuant to an amended and restated credit agreement with the senior credit lenders. Telecommunications was released from any obligation to repay the indebtedness under the senior credit facility. Simultaneously with this assumption, Telecommunications contributed substantially all of its assets, consisting primarily of stock in our various operating subsidiaries, to SBA Senior Finance. The Company refinanced this credit facility in January 2004 with the proceeds obtained from the Lehman facility noted above.
As of December 31, 2005, the Company was in compliance with the covenants of the indentures relating to the CMBS notes, the 8 1/2% senior notes, the 9 3/4% senior discount notes, and the December 2005 senior secured credit facility. The Company’s debt matures as follows:
For the year ended December 31, | (in thousands) | ||
2006 | $ | — | |
2007 | — | ||
2008 | — | ||
2009 | — | ||
2010 | — | ||
Thereafter* | 784,392 | ||
Total | $ | 784,392 | |
In July 2000, the Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission registering the sale of up to $500.0 million of any combination of Class A common stock, preferred stock, debt securities, depository shares, or warrants. On May 11, 2005, the Company issued 8.0 million shares of Class A common stock off of the universal shelf registration statement. The net proceeds were $75.4 million after deducting underwriters’ fees and offering expenses, and were used to redeem an accreted balance of $68.9 million of the 9 3/4% senior discount notes.
On October 5, 2005, the Company issued 10.0 million shares of Class A common stock off of the universal shelf registration statement. The net proceeds were $151.5 million after deducting underwriters’ fees and offering expenses, and were used to redeem $130.4 million of the Company’s 9 3/4% senior discount notes and 8 1/2% senior notes. At December 31, 2005, the Company can issue up to $21.4 million of securities under our universal shelf registration statement.
During 2001, the Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering an aggregate 5.0 million shares of its Class A common stock. These 5.0 million shares are in addition to 3.0 million shares registered during 2000. These shares may be issued in connection with acquisitions of wireless communication towers or companies that provide related services. During the years ended December 31, 2005, 2004 and 2003, the Company issued 1.7 million shares, 0.4 million shares and zero shares, respectively, of its Class A common stock pursuant to these registration statements in connection with acquisitions. At December 31, 2005, 2.3 million shares remain available for issuance under this shelf registration.
During 2004, the Company exchanged $49.7 million of its 10 1/4% senior notes for 8.7 million shares of its Class A common stock. The Company also exchanged $1.3 million in face value of its 9 3/4% senior discount notes for approximately 136,000 shares of its Class A common stock.
In 1999, the Board of Directors of the Company adopted the 1999 Stock Purchase Plan (the “Purchase Plan”). A total of 500,000 shares of Class A common stock were reserved for purchase under the Purchase Plan. During 2003, an amendment to the Purchase Plan was adopted which increased the number of shares reserved for purchase from 500,000 to 1,500,000 shares. The Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of the Class A common stock on the last day of an offering period. No compensation expense is recognized for the difference between the employees’ purchase price and the fair value of the stock. For the year ended December 31, 2005, employees purchased 69,711 shares under the Purchase Plan. At December 31, 2005, approximately 675,000 shares remain which can be issued under the Purchase Plan.
From time to time, restricted shares of Class A common stock or options to purchase Class A common stock have been granted under the Company’s equity participation plans at prices below market value at the time of grant. The Company recorded approximately $0.5 million, $0.5 million and $0.8 million of non-cash compensation expense during the years ended December 31, 2005, 2004 and 2003, respectively.
In connection with an employment agreement with one of the officers of the Company, the Company was obligated to pay an amount equal to the difference between $1.0 million and the value of all vested options and restricted stock belonging to this officer on September 19, 2003. The Company had the option of settling the obligation in cash or shares of Class A common stock. This obligation was settled in September 2003 in cash for $0.9 million. This amount had been expensed over the three-year period of the original agreement as non-cash compensation expense.
During January 2002, the Company’s Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred stock purchase right for each outstanding share of the Company’s common stock. Each of these rights which are currently not exercisable, will entitle the holder to purchase one one-thousandth (1/1000) of a share of the Company’s newly designated Series E Junior Participating Preferred Stock. In the event that any person or group acquires beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock or commences or announces an intention to commence a tender offer that would result in such person or group owning 15% or more of the Company’s common stock, each holder of a right (other than the acquirer) will be entitled to receive, upon payment of the exercise price, a number of shares of common stock having a market value equal to two times the exercise price of the right. In order to retain flexibility and the ability to maximize shareholder value in the event of transactions that may arise in the future, the Board retains the power to redeem the rights for a set amount. The rights were distributed on January 25, 2002 and expire on January 10, 2012, unless earlier redeemed or exchanged or terminated in accordance with the Rights Agreement.
Interest Rate Swap
On June 22, 2005, in anticipation of the CMBS Transaction (see note 12), the Company entered into two forward-starting interest rate swap agreements, each with a notional principal amount of $200.0 million to hedge the variability of future interest rates on the CMBS Transaction. Under the swap agreements, we agreed to pay the counterparties a fixed interest rate of 4.199% on the total notional amount of $400.0 million, beginning on December 22, 2005 through December 22, 2010 in exchange for receiving floating payments based on three-month LIBOR on the same notional amount for the same five year period. The Company determined the swaps to be effective cash flow hedges and recorded the fair value of the interest rate swaps in accumulated other comprehensive income, net of applicable income taxes.
On November 4, 2005, two of our subsidiaries entered into a purchase agreement with Lehman Brothers Inc. and Deutsche Bank Securities Inc. regarding the purchase and sale of $405.0 million of CMBS Notes issued by the Trust. In connection with this agreement, the Company terminated the interest rate swap agreements, resulting in a $14.8 million settlement payment to the Company. The settlement payment will be amortized into interest expense on the Statement of Operations utilizing the effective interest method over the anticipated five year life of the Certificates and will reduce the effective interest rate on the Certificates by 0.8%. During 2005, the Company amortized $0.3 million of this settlement into interest expense for the year ended December 31, 2005. The unamortized value of the settlement payment is recorded in accumulated other comprehensive income in the Consolidated Balance Sheets.
Fair Value Hedge
The Company previously had an interest rate swap agreement to manage its exposure to interest rate movements by effectively converting a portion of its fixed rate 10 1/4% senior notes to variable rates. The swap qualified as a fair value hedge. The notional principal amount of the swap was $100.0 million and the maturity date and payment provisions matched that of the underlying senior notes.
The counter-party to the interest rate swap agreement terminated the swap agreement in October 2002. In connection with this termination, the counter-party paid the Company $6.2 million, which included approximately $0.8 million in accrued interest. The remaining approximately $5.4 million received was deferred and recognized as a reduction to interest expense over the remaining term of the senior notes using the effective interest method. Amortization of the deferred gain during 2004 and 2003 was approximately $0.7 million. Additionally, $1.9 million of the deferred gain was recognized as a reduction in loss from write-off of deferred financing fees and extinguishment of debt in connection with the repurchase of $186.5 million of 10 1/4% senior notes in December 2004. The balance of $1.9 million outstanding at December 31, 2004 was written off in connection with the repayment of the 10 1/4% senior notes in February 2005 and is included as a reduction in loss from write-off of deferred financing fees and extinguishment of debt on the Statement of Operations.
The Company has three stock option plans (the 1996 Stock Option Plan, the 1999 Equity Participation Plan and the 2001 Equity Participation Plan) whereby options (both non-qualified and incentive stock options), stock appreciation rights and restricted stock may be granted to directors, employees and consultants. Upon adoption of the 2001 Equity Participation Plan, all unissued options under the 1996 Stock Option Plan and the 1999 Equity Participation Plan were cancelled. The 2001 Equity Participation Plan provides for a maximum issuance of shares, together with all outstanding options and unvested shares of restricted stock under all three of the plans, equal to 15% of the Company’s common stock outstanding, adjusted for certain shares issued and the exercise of certain options.
A summary of shares reserved for future issuance under these plans as of December 31, 2005 is as follows:
| ||
| ||
| ||
These options generally vest between three and six years from the date of grant on a straight-line basis and generally have a ten year life.
A summary of the status of the Company’s stock option plans including their weighted average exercise price is as follows:
| 2005 | 2004 | 2003 | ||||||||||||||||
| Shares | Price | Shares | Price | Shares | Price | |||||||||||||
| (shares in thousands) | ||||||||||||||||||
Outstanding at beginning of year | 4,415 | $ | 7.04 | 3,788 | $ | 7.79 | 2,848 | $ | 11.37 | |||||||||
Granted | 1,345 | $ | 8.91 | 1,390 | $ | 4.27 | 1,630 | $ | 2.20 | |||||||||
Exercised/redeemed | (978 | ) | $ | 4.04 | (173 | ) | $ | 3.11 | (34 | ) | $ | 1.26 | ||||||
Forfeited/canceled | (207 | ) | $ | 7.29 | (590 | ) | $ | 6.81 | (656 | ) | $ | 9.78 | ||||||
Outstanding at end of year | 4,575 | $ | 8.22 | 4,415 | $ | 7.04 | 3,788 | $ | 7.79 | |||||||||
Options exercisable at end of year | 1,516 | $ | 12.46 | 1,588 | $ | 11.56 | 1,235 | $ | 12.66 | |||||||||
Option groups outstanding at December 31, 2005 and related weighted average exercise price and remaining life, in years, is as follows:
| Options Outstanding | Options Exercisable | ||||||||||||
| Range | Outstanding (in thousands) | Weighted Average Contractual Life | Weighted Average Exercise Price | Exercisable (in thousands) | Weighted Average Exercise Price | ||||||||
| $ | 0.05 - $ 4.00 | 1,131 | 6.9 | $ | 2.32 | 388 | $ | 2.43 | |||||
| $ | 4.15 - $ 9.75 | 2,589 | 8.4 | $ | 6.90 | 420 | $ | 6.70 | |||||
| $ | 10.17 - $14.80 | 349 | 6.7 | $ | 13.03 | 206 | $ | 12.63 | |||||
| $ | 15.05 - $24.75 | 289 | 4.5 | $ | 17.22 | 285 | $ | 17.25 | |||||
| $ | 26.63 - $50.13 | 217 | 5.0 | $ | 34.98 | 217 | $ | 34.98 | |||||
| 4,575 | $ | 8.22 | 1,516 | $ | 12.46 | ||||||||
In response to capital market conditions in the telecommunications industry in 2002 and 2003, the Company implemented various restructuring plans discussed below.
2002 Plan
In February 2002, as a result of the continued deterioration of capital market conditions for wireless carriers, the Company announced it was reducing its capital expenditures for new tower development and acquisition activities, suspending any material new investment for additional towers, and reduced its workforce and closed or consolidated offices. In connection with this restructuring, a portion of the Company’s workforce was reduced and certain offices were closed, substantially all of which were primarily dedicated to new tower development activities in the site development segment. The accrual of approximately $0.5 million remaining at December 31, 2005 with respect to the 2002 plan, relates to remaining obligations through the year 2012 associated with offices exited or downsized as part of this plan.
The following summarizes the activity during the year ended December 31, 2005 related to the 2002 restructuring plan:
| Accrual as of January 1, 2005 | Restructuring Charges | Payments | Accrual as of December 31, 2005 | ||||||||||
| (in thousands) | |||||||||||||
Employee separation and exit costs | $ | 733 | $ | 50 | $ | (267 | ) | $ | 516 | ||||
2003 Plan
In 2003, in response to the continued deterioration in expenditures by wireless service providers, particularly with respect to site development activities, the Company committed to new plans of restructuring associated with further downsizing activities, including reduction in workforce and closing or consolidation of offices. As a result of the implementation of its plans, the Company recorded a restructuring charge of $2.1 million during the year ended December 31, 2003. Of the $2.1 million charge recorded during the year ended December 31, 2003, approximately $0.6 million related to the abandonment of new tower build work in process. The remaining $1.5 million related primarily to the costs of employee separation and exit costs associated with the closing or consolidation of approximately 12 offices. In connection with employee separation costs, the Company paid approximately $0.7 million in one-time termination benefits. Of the $2.1 million in expense recorded during the year ended December 31, 2003, $2.0 million pertains to the Company’s site development segment and $0.1 million pertains to the Company’s site leasing segment.
During the year ended December 31, 2004, restructuring charges of $0.04 million and non-cash adjustments reducing these charges of $0.04 million were recorded relating to the 2003 restructuring plan. As of December 31, 2004, there were no remaining liabilities relating to the 2003 restructuring plan.
Restructuring expense for the years ended December 31, 2005, 2004, and 2003, which relate to the 2003 and 2002 restructuring plans consisted of the following:
| For the year ended December 31, | ||||||||||
| 2005 | 2004 | 2003 | ||||||||
| (in thousands) | ||||||||||
Abandonment of new tower build and acquisition work-in-process and related construction materials | $ | - | $ | (110 | ) | $ | 617 | |||
Employee separation and exit costs | 50 | 360 | 1,477 | |||||||
| $ | 50 | $ | 250 | $ | 2,094 | |||||
During 2005, the Company reevaluated its future cash flow expectations on one tower that has not achieved expected lease up results. The resulting change in fair value of this tower, as determined using a discounted cash flow analysis, resulted in an impairment charge of $0.2 million. By comparison, in 2004 the Company reevaluated its future cash flow expectations on ten towers and other related equipment that have not achieved expected lease up results. The change in fair value of these towers, as determined using a discounted cash flow analysis, resulted in an impairment charge of $2.6 million.
Additionally in 2004, the Company reevaluated its future cash flow expectations on three microwave networks utilized by its customers. One of these customers rejected their microwave backhaul agreements under the settlement plan approved as part of their bankruptcy. The other customer notified the Company in the fourth quarter of 2004 of their intention not to renew their agreement upon expiration. An analysis of these networks resulted in a remote possibility of other customers utilizing the network. As a result, the Company wrote down the value of the underlying equipment utilized in these networks and recorded a charge of $4.5 million. Furthermore, in the fourth quarter of 2005, the Company determined that the remaining microwave network equipment has no residual value and recorded an additional charge of $0.2 million. These amounts are included in asset impairment charges in the Consolidated Statement of Operations for the years ended December 31 2005 and 2004, respectively.
During the second quarter of 2004, the Company identified 14 towers previously classified as held for sale and included in discontinued operations and reclassified them into continuing operations as of June 30, 2004 in accordance with the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. As a result of this reclassification, the book value of the towers were recorded at the lower of (1) the carrying amount of the tower before it was classified as held for sale, net of any depreciation expense that would have been recognized had the asset never been classified as held for sale; or (2) the estimated fair value of the tower at the date of the subsequent decision not to sell. As a result of applying SFAS 144, the Company increased the book value of these towers by $0.3 million, and recorded this credit as a net reduction to asset impairment charges in the Consolidated Statements of Operations for the year ended December 31, 2004.
During the second and fourth quarters of 2003, the Company modified its future tower lease-up assumptions for certain tower assets that had not achieved expected lease-up results. The changes to the future cash flow expectations and the resulting change in the fair value of these towers, as determined using a discounted cash flow analysis, resulted in an impairment charge of $7.9 million during the second quarter of 2003 related to approximately 40 operating towers and an impairment charge of $4.6 million during the fourth quarter
of 2003 related to approximately 30 additional operating towers. These amounts are included in asset impairment charges in the Consolidated Statement of Operations for the year ended December 31, 2003.
The provision (benefit) for income taxes from continuing operations consists of the following components:
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
Current provision for taxes: | ||||||||||||||||||||||||
Federal income tax | $ | — | $ | — | $ | 125 | $ | — | $ | — | $ | — | ||||||||||||
State and local taxes | 2,104 | 710 | 1,604 | 470 | 2,104 | 710 | ||||||||||||||||||
Total current | 2,104 | 710 | 1,729 | 470 | 2,104 | 710 | ||||||||||||||||||
Deferred provision (benefit) for taxes: | ||||||||||||||||||||||||
Federal income tax | (30,686 | ) | (44,937 | ) | (54,941 | ) | (53,747 | ) | (30,686 | ) | (44,937 | ) | ||||||||||||
State and local taxes | (3,259 | ) | (10,622 | ) | (12,658 | ) | (13,827 | ) | (3,259 | ) | (10,622 | ) | ||||||||||||
Increase in valuation allowance | 33,945 | 55,559 | 67,599 | 67,621 | 33,945 | 55,559 | ||||||||||||||||||
Total deferred | — | — | — | 47 | — | — | ||||||||||||||||||
Total | $ | 2,104 | $ | 710 | $ | 1,729 | $ | 517 | $ | 2,104 | $ | 710 | ||||||||||||
A reconciliation of the provision (benefit) for income taxes from continuing operations at the statutory U.S. Federal tax rate (34%(35%) and the effective income tax rate is as follows:
| For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2006 | 2005 | 2004 | |||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
Statutory Federal benefit | $ | (31,466 | ) | $ | (48,726 | ) | $ | (59,031 | ) | $ | (46,526 | ) | $ | (31,466 | ) | $ | (48,726 | ) | ||||||
State and local taxes | (762 | ) | (6,542 | ) | (7,171 | ) | (13,827 | ) | (762 | ) | (6,542 | ) | ||||||||||||
Federal rate differential | (3,847 | ) | — | — | ||||||||||||||||||||
Other | 387 | 419 | 332 | (2,904 | ) | 387 | 419 | |||||||||||||||||
Valuation allowance | 33,945 | 55,559 | 67,599 | 67,621 | 33,945 | 55,559 | ||||||||||||||||||
| $ | 2,104 | $ | 710 | $ | 1,729 | $ | 517 | $ | 2,104 | $ | 710 | |||||||||||||
The components of the net deferred income tax asset (liability) accounts are as follows:
| As of December 31, | ||||||||
| 2005 | 2004 | |||||||
| (in thousands) | ||||||||
Allowance for doubtful accounts | $ | 370 | $ | 391 | ||||
Deferred revenue | 4,675 | 4,186 | ||||||
Accrued liabilities | 3,661 | 2,971 | ||||||
Valuation allowance | (8,706 | ) | (7,548 | ) | ||||
Current net deferred taxes | $ | — | $ | — | ||||
Original issue discount | 13,476 | 10,717 | ||||||
Net operating loss | 245,585 | 250,322 | ||||||
Property, equipment & intangible basis differences | (6,827 | ) | (3,738 | ) | ||||
Straight-line rents | 5,792 | 10,273 | ||||||
Early extinguishment of debt | 5,249 | — | ||||||
Other | 2,399 | 2,966 | ||||||
Valuation allowance | (265,674 | ) | (270,540 | ) | ||||
Non-current net deferred taxes | $ | — | $ | — | ||||
Allowance for doubtful accounts Deferred revenue Accrued liabilities Valuation allowance Current net deferred taxes Original issue discount Net operating loss Property, equipment & intangible basis differences Straight-line rents Early extinguishment of debt Other Valuation allowance Non-current net deferred taxes As of December 31, 2006 2005 (in thousands) $ 477 $ 370 10,583 4,675 4,059 3,661 (15,119 ) (8,706 ) $ — $ — — 13,476 354,459 245,585 (265,295 ) (6,827 ) 6,440 5,792 (284 ) 5,249 3,792 2,399 (99,112 ) (265,674 ) $ — $ —
The Company has recorded a valuation allowance for deferred tax assets as management believes that it is not “more"more likely than not”not" that the Company will be able to generate sufficient taxable income in future periods to recognize the assets. The net change in the valuation allowance for the years ended December 31, 2006, 2005 and 2004 and 2003 was $(160.1) million, $(3.7) million, and $57.9 million, and $68.6respectively. In addition, $31.9 million respectively.of the valuation allowance may be utilized in future periods to reduce intangible assets recorded in connection with the acquisition of AAT.
The Company has available at December 31, 2005,2006, a net federal operating tax loss carry-forward of approximately $722.1 million.$957.5 million of which approximately $61.3 million will benefit additional paid in capital when the loss is utilized. These net operating tax loss carry-forwards will expire between 2020 and 2025.2026. The Internal Revenue Code places limitations upon the future availability of net operating losses based upon changes in the equity of the Company. If these occur, the ability for the Company to offset future income with existing net operating losses may be limited. In addition the Company has available at December 31, 2005,2006, a net state operating tax loss carry-forward of approximately $486.2$742.1 million. These net operating tax loss carry-forwards will expire between 20062007 and 2025.2026.
19. COMMITMENTS AND CONTINGENCIES
a.Operating Leases
The Company is obligated under various non-cancelable operating leases for land, office space, vehicles and equipment, and site leases that expire at various times through December 2104.2105. The annual minimum lease payments under non-cancelable operating leases in effect as of December 31, 20052006 are as follows:
For the year ended | (in thousands) | (in thousands) | ||||
2006 | $ | 28,281 | ||||
2007 | 27,443 | $ | 44,395 | |||
2008 | 28,197 | 44,672 | ||||
2009 | 27,827 | 44,074 | ||||
2010 | 27,487 | 43,310 | ||||
2011 | 42,352 | |||||
Thereafter | 486,939 | 791,458 | ||||
| �� | ||||||
Total | $ | 626,174 | $ | 1,010,261 | ||
Principally, all of the leases provide for renewal at varying escalations. Fixed rate escalations have been included in the table disclosed above.
Rent expense for operating leases was $47.5 million, $32.6 million $33.0 million and $34.5$33.0 million for the years ended December 31, 2006, 2005 and 2004, and 2003, respectively. These amounts exclude $0.05 million, $0.5 million and $0.7 million, respectively, which is included in restructuring and other charges. In addition, certain of the Company’sCompany's leases include contingent rent provisions which provide for the lessor to receive additional rent upon the attainment of certain tower operating results and/or lease-up. Contingent rent expense for the year ended December 31, 2006, 2005 and 2004 and 2003 was $5.3 million, $2.2 million $2.0 million and $1.4$2.0 million, respectively.
b.Tenant Leases
The annual minimum tower lease income to be received for tower space and antenna rental under non-cancelable operating leases in effect as of December 31, 20052006 are as follows:
For the year ended | (in thousands) | (in thousands) | ||||
2006 | $ | 155,492 | ||||
2007 | 131,777 | $ | 251,575 | |||
2008 | 113,869 | 224,397 | ||||
2009 | 88,538 | 191,697 | ||||
2010 | 44,548 | 136,344 | ||||
2011 | 59,859 | |||||
Thereafter | 33,894 | 62,942 | ||||
Total | $ | 568,118 | $ | 926,814 | ||
Principally, all of the leases provide for renewal, generally at the tenant’stenant's option, at varying escalations. Fixed rate escalations have been included in the table disclosed above.
c.Litigation
The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company’sCompany's consolidated financial position, results of operations or liquidity.
d.Contingent Purchase Obligations
From time to time, the Company agrees to pay additional consideration for acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the 1-3 years after they have been acquired. As of December 31, 2005,2006, the Company has an obligation to pay up to an additional $2.2$4.8 million in consideration if the targets contained in various acquisition agreements are met. These obligations are associated with acquisitions within the Company’s site leasing segment. On certain acquisitions, at the Company’s option, additional consideration may be paid in cash or shares of Class A common stock. The Company records such obligations as additional consideration when it becomes probable that the targets will be met. For the year ended December 31, 2006, 2005 2004 and 20032004 certain earnings targets associated with the acquired towers were achieved, and therefore, the Company paid in cash $2.1 million, $0.2 million $0.6 million and $1.1$0.6 million, respectively. In addition, for the year ended December 31, 2006 and December 31, 2005, the Company issued approximately 13,000 shares and 24,000 shares, respectively of Class A common stock in settlement of contingent price amounts payable as a result of acquired towers exceeding certain performance targets.
20. DEFINED CONTRIBUTION PLAN
The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides for voluntary employee contributions of 1%up to 14%$15,000 of compensation. Employees have the opportunity to participate following completion of three months of employment and must be 21 years of age. Employer matching begins after completion of one year of service.immediately upon the employee’s participation in the plan. For the years ended December 31, 2006, 2005 2004 and 2003,2004, the Company made a discretionary matching contribution of 50% of an employee’semployee's contributions up to a maximum of $3,000. Company matching contributions were approximately $0.5 million $0.5 million and $0.4 million for each of the three years ended December 31, 2006, 2005 2004 and 2003,2004, respectively.
21. PENSION BENEFITS
The Company has a defined benefit pension plan (the “Pension Plan”) for all employees of AAT Communications hired on or before January 1, 1996. AAT ceased all benefit accruals for active participants on December 31, 1996. The Pension Plan was included in the acquisition of AAT Communications by the Company on April 27, 2006. The Pension Plan provides for defined benefits based on the number of years of service and average salary.
In December 2006, the Company adopted the recognition and disclosure provisions of SFAS No. 158, which required us to recognize assets for all of our overfunded postretirement benefit plans and liabilities for our underfunded plans at December 31, 2006, with a corresponding noncash adjustment to accumulated other comprehensive loss, net of tax, in stockholders’ equity. The funded status is measured as the difference between the fair value of the plan’s assets and the projected benefit obligation (PBO) of the plan. The adjustment to stockholders’ equity represents the net unrecognized actuarial losses and prior service costs in accordance with SFAS No. 87.
The unrecognized amounts recorded in accumulated other comprehensive loss will be subsequently recognized as net periodic pension cost. Actuarial gains and losses that arise in future periods and are not recognized as net periodic pension cost in those periods will be recognized as increases or decreases in other comprehensive income, net of tax, in the period they arise. Actuarial gains and losses recognized in other comprehensive income are adjusted as they are subsequently recognized as a component of net periodic pension cost.
The incremental impact of adopting the provisions of SFAS No. 158 on our balance sheet at December 31, 2006 was to record $0.1 million of liability which is recorded in other long term liabilities and in accumulated other comprehensive income on the Company’s Consolidated Balance Sheet. The adoption of FAS 158 had no effect on our statements of earnings or cash flows for the year ended December 31, 2006, or for any prior period presented, and will not affect our operating results in future periods. Included in accumulated other comprehensive loss at December 31, 2006 is approximately $0.1 million of losses not yet recognized through the Consolidated Statement of Operations. None of this amount is expected to be reclassified into the Consolidated Statement of Operations from accumulated other comprehensive income during 2007.
The following table includes the components of pension costs, the fair value of plan assets, and the funded status of the Pension Plan for the period of April 27 through December 31, 2006 ( in thousands):
Change in benefit obligation | ||||
Obligation at April 27, 2006 | $ | 1,849 | ||
Interest Cost | 66 | |||
Actuarial loss | (57 | ) | ||
Benefit payments | (110 | ) | ||
Obligation at end of year | $ | 1,748 | ||
Change in fair value of plan assets | ||||
Fair value of plan assets at April 27, 2006 | $ | 1,532 | ||
Actual return on plan assets | 84 | |||
Employer contributions | 130 | |||
Benefits payments and plan expenses | (110 | ) | ||
Fair value of plan assets at end of year | $ | 1,636 | ||
The accumulated benefit obligation for the Pension Plan at the acquisition date was approximately $1.8 million. Information for the benefit obligations relative to the fair value of the Pension Plan’s assets is as follows as of December 31, 2006 (in thousands):
Projected benefit obligation | $ | 1,748 | ||
Accumulated benefit obligation | $ | 1,748 | ||
Fair value of plan assets | $ | 1,636 | ||
| Assumptions used to determined benefit obligations: | ||||
Discount rate | 5.50 | % | ||
The following table summarizes the components of net period pension costs (in thousands):
Interest Cost | $ | (66 | ) | |
Expected return on plan assets | 62 | |||
Amortization of actuarial net loss | — | |||
Net periodic pension cost | $ | (4 | ) | |
Assumptions used for net benefit cost: | ||||
Discount rate | 5.50 | % | ||
Expected long-term reate of return on plan assets | 6.00 | % | ||
Benefits paid by the Pension Plan were approximately $0.1 million for the period from April 27, 2006 to December 31, 2006. The Company expects to contribute $0.1 million to the Pension Plan in fiscal year 2007. The Pension Plan’s assets were invested in approximately 39% equity securities, 34% fixed income securities, and 27% in other securities at December 31, 2006.
Investment policies and strategies governing the assets of the plans are designed to achieve investment objectives within prudent risk parameters. Risk management practices include the use of external investment managers and the maintenance of a portfolio diversified by asset class, investment approach and security holdings, and the maintenance of sufficient liquidity to meet benefit obligations as they come due.
The overall expected long-term rate of return on assets has been derived from the return assumptions for each of the investment sectors, applied to investments held at the acquisition date.
The following table summarizes the future expected pension benefits to be paid:
Year ending December 31 (in thousands): | |||
2007 | $ | 104 | |
2008 | 111 | ||
2009 | 114 | ||
2010 | 112 | ||
2011 | 118 | ||
Five years therafter | 553 | ||
Total | $ | 1,112 | |
22. SEGMENT DATA
The Company operates principally in three business segments: site leasing, site development consulting, and site development construction. The Company’sCompany's reportable segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’sCompany's Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below:
| Site Leasing | Site Development Consulting | Site Development Construction | Not Identified by Segment(1) | Total | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
For the year ended December 31, 2005 | ||||||||||||||||||||
Revenues | $ | 161,277 | $ | 13,549 | $ | 85,165 | $ | — | $ | 259,991 | ||||||||||
Cost of revenues | $ | 47,259 | $ | 12,004 | $ | 80,689 | $ | — | $ | 139,952 | ||||||||||
Operating income (loss) from continuing operations | $ | 14,349 | $ | 544 | $ | (2,360 | ) | $ | (8,338 | ) | $ | 4,195 | ||||||||
Capital expenditures(2) | $ | 100,879 | $ | 57 | $ | 361 | $ | 804 | $ | 102,101 | ||||||||||
For the year ended December 31, 2004 | ||||||||||||||||||||
Revenues | $ | 144,004 | $ | 14,456 | $ | 73,022 | $ | — | $ | 231,482 | ||||||||||
Cost of revenues | $ | 47,283 | $ | 12,768 | $ | 68,630 | $ | — | $ | 128,681 | ||||||||||
Operating (loss) income from continuing operations | $ | (11,706 | ) | $ | 431 | $ | (3,127 | ) | $ | (9,479 | ) | $ | (23,881 | ) | ||||||
Capital expenditures(2) | $ | 7,706 | $ | 63 | $ | 317 | $ | 919 | $ | 9,005 | ||||||||||
For the year ended December 31, 2003 | ||||||||||||||||||||
Revenues | $ | 127,852 | $ | 12,337 | $ | 51,920 | $ | — | $ | 192,109 | ||||||||||
Cost of revenues | $ | 47,793 | $ | 11,350 | $ | 47,333 | $ | — | $ | 106,476 | ||||||||||
Operating loss from continuing operations | $ | (39,395 | ) | $ | (668 | ) | $ | (4,976 | ) | $ | (8,786 | ) | $ | (53,825 | ) | |||||
Capital expenditures(2) | $ | 15,105 | $ | 124 | $ | 2,458 | $ | 575 | $ | 18,262 | ||||||||||
Assets | ||||||||||||||||||||
As of December 31, 2005 | $ | 834,923 | $ | 4,005 | $ | 51,381 | $ | 62,227 | $ | 952,536 | ||||||||||
As of December 31, 2004(3) | $ | 784,571 | $ | 4,183 | $ | 42,170 | $ | 86,320 | $ | 917,244 | ||||||||||
| Site Leasing | Site Development Consulting | Site Development Construction | Not Identified by Segment(1) | Total | |||||||||||||||
| (in thousands) | |||||||||||||||||||
For the year ended December 31, 2006 | |||||||||||||||||||
Revenues | $ | 256,170 | $ | 16,660 | $ | 78,272 | $ | — | $ | 351,102 | |||||||||
Cost of revenues | $ | 70,663 | $ | 14,082 | $ | 71,841 | $ | — | $ | 156,586 | |||||||||
Operating income (loss) | $ | 30,037 | $ | 1,306 | $ | 7 | $ | (11,842 | ) | $ | 19,508 | ||||||||
Capital expenditures(2) | $ | 1,187,903 | $ | 216 | $ | 1,233 | $ | 1,004 | $ | 1,190,356 | |||||||||
For the year ended December 31, 2005 | |||||||||||||||||||
Revenues | $ | 161,277 | $ | 13,549 | $ | 85,165 | $ | — | $ | 259,991 | |||||||||
Cost of revenues | $ | 47,259 | $ | 12,004 | $ | 80,689 | $ | — | $ | 139,952 | |||||||||
Operating income (loss) | $ | 14,349 | $ | 544 | $ | (2,360 | ) | $ | (8,338 | ) | $ | 4,195 | |||||||
Capital expenditures(2) | $ | 100,879 | $ | 57 | $ | 361 | $ | 804 | $ | 102,101 | |||||||||
For the year ended December 31, 2004 | |||||||||||||||||||
Revenues | $ | 144,004 | $ | 14,456 | $ | 73,022 | $ | — | $ | 231,482 | |||||||||
Cost of revenues | $ | 47,283 | $ | 12,768 | $ | 68,630 | $ | — | $ | 128,681 | |||||||||
Operating income (loss) | $ | (11,706 | ) | $ | 431 | $ | (3,127 | ) | $ | (9,479 | ) | $ | (23,881 | ) | |||||
Capital expenditures(2) | $ | 7,706 | $ | 63 | $ | 317 | $ | 919 | $ | 9,005 | |||||||||
Assets | |||||||||||||||||||
As of December 31, 2006 | $ | 1,952,126 | $ | 4,723 | $ | 42,476 | $ | 46,967 | $ | 2,046,292 | |||||||||
As of December 31, 2005 | $ | 834,923 | $ | 4,005 | $ | 51,381 | $ | 62,227 | $ | 952,536 | |||||||||
(1) | Assets not identified by segment consist primarily of general corporate assets |
(2) | Includes acquisitions and related earn-outs |
23. QUARTERLY FINANCIAL DATA (unaudited)
| Quarter Ended | ||||||||||||||||
| December 31, 2006 | September 30, 2006 | June 30, 2006 | March 31, 2006 (1) | |||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
Revenues | $ | 96,750 | $ | 98,172 | $ | 87,376 | $ | 68,804 | ||||||||
Operating income | 6,054 | 6,316 | 2,820 | 4,318 | ||||||||||||
Depreciation, accretion, and amortization | (39,893 | ) | (39,015 | ) | (32,885 | ) | (21,295 | ) | ||||||||
Asset impairment and other (credits) charges | — | (357 | ) | — | — | |||||||||||
Loss from writeoff of deferred financing fees and extinguishment of debt | (3,361 | ) | (34 | ) | (53,838 | ) | — | |||||||||
Loss from continuing operations | (24,265 | ) | (24,340 | ) | (75,638 | ) | (9,205 | ) | ||||||||
Net loss | $ | (24,265 | ) | $ | (24,340 | ) | $ | (75,638 | ) | $ | (9,205 | ) | ||||
Per common share—basic and diluted: | ||||||||||||||||
Loss per share from continuing operations | $ | (0.23 | ) | $ | (0.23 | ) | $ | (0.77 | ) | $ | (0.03 | ) | ||||
Net loss per share | $ | (0.23 | ) | $ | (0.23 | ) | $ | (0.77 | ) | $ | (0.03 | ) | ||||
| Quarter Ended | ||||||||||||||||
| December 31, 2005 | September 30, 2005 | June 30, 2005 | March 31, 2005 | |||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
Revenues | $ | 72,418 | $ | 66,021 | $ | 63,248 | $ | 58,304 | ||||||||
Operating income (loss) | 3,885 | 2,603 | (229 | ) | (2,064 | ) | ||||||||||
Depreciation, accretion, and amortization | (22,258 | ) | (21,673 | ) | (21,644 | ) | (21,643 | ) | ||||||||
Asset impairment and other (credits) charges | (160 | ) | (15 | ) | (42 | ) | (231 | ) | ||||||||
Loss from writeoff of deferred financing fees and extinguishment of debt | (19,541 | ) | — | (8,244 | ) | (1,486 | ) | |||||||||
Loss from continuing operations | (32,282 | ) | (14,447 | ) | (26,376 | ) | (21,543 | ) | ||||||||
Gain (loss) from discontinued operations | (15 | ) | 3 | 121 | (170 | ) | ||||||||||
Net loss | $ | (32,297 | ) | $ | (14,444 | ) | $ | (26,255 | ) | $ | (21,713 | ) | ||||
Per common share—basic and diluted: | ||||||||||||||||
Loss from continuing operations | $ | (0.38 | ) | $ | (0.19 | ) | $ | (0.38 | ) | $ | (0.33 | ) | ||||
Gain (loss) from discontinued operations | — | — | — | — | ||||||||||||
Net loss per share | $ | (0.38 | ) | $ | (0.19 | ) | $ | (0.38 | ) | $ | (0.33 | ) | ||||
| Quarter Ended | ||||||||||||||||
| December 31, 2005 | September 30, 2005 | June 30, 2005 | March 31, 2005 | |||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
Revenues | $ | 72,418 | $ | 66,021 | $ | 63,248 | $ | 58,304 | ||||||||
Operating income (loss) from continuing operations | 3,885 | 2,603 | (229 | ) | (2,064 | ) | ||||||||||
Depreciation, accretion, and amortization | (22,258 | ) | (21,673 | ) | (21,644 | ) | (21,643 | ) | ||||||||
Asset impairment charges | (160 | ) | 16 | (40 | ) | (214 | ) | |||||||||
Loss from writeoff of deferred financing fees and extinguishment of debt | (19,541 | ) | — | (8,244 | ) | (1,486 | ) | |||||||||
Loss from continuing operations | (32,282 | ) | (14,447 | ) | (26,376 | ) | (21,543 | ) | ||||||||
(Loss) gain from discontinued operations | (15 | ) | 3 | 121 | (170 | ) | ||||||||||
Net loss | $ | (32,297 | ) | $ | (14,444 | ) | $ | (26,255 | ) | $ | (21,713 | ) | ||||
Per common share - basic and diluted: | ||||||||||||||||
Loss from continuing operations | $ | (0.38 | ) | $ | (0.19 | ) | $ | (0.38 | ) | $ | (0.33 | ) | ||||
Loss from discontinued operations | — | — | — | — | ||||||||||||
Net loss per share | $ | (0.38 | ) | $ | (0.19 | ) | $ | (0.38 | ) | $ | (0.33 | ) | ||||
| Quarter Ended | ||||||||||||||||
| December 31, 2004 | September 30, 2004 | June 30, 2004 | March 31, 2004 | |||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
Revenues | $ | 65,533 | $ | 58,743 | $ | 56,347 | $ | 50,859 | ||||||||
Operating loss from continuing operations | (6,937 | ) | (3,403 | ) | (6,210 | ) | (7,331 | ) | ||||||||
Depreciation, accretion, and amortization | (22,351 | ) | (22,641 | ) | (22,646 | ) | (22,815 | ) | ||||||||
Asset impairment charges | (5,472 | ) | (88 | ) | (1,515 | ) | (17 | ) | ||||||||
Loss from writeoff of deferred financing fees and extinguishment of debt | (16,433 | ) | (2,093 | ) | (454 | ) | (22,217 | ) | ||||||||
Loss from continuing operations | (41,516 | ) | (24,830 | ) | (26,177 | ) | (51,500 | ) | ||||||||
Loss from discontinued operations | (320 | ) | (2,542 | ) | (470 | ) | 75 | |||||||||
Net loss | $ | (41,836 | ) | $ | (27,372 | ) | $ | (26,647 | ) | $ | (51,425 | ) | ||||
Per common share - basic and diluted: | ||||||||||||||||
Loss from continuing operations | $ | (0.65 | ) | $ | (0.43 | ) | $ | (0.46 | ) | $ | (0.92 | ) | ||||
Loss from discontinued operations | (0.01 | ) | (0.04 | ) | (0.01 | ) | — | |||||||||
Net loss per share | $ | (0.66 | ) | $ | (0.47 | ) | $ | (0.47 | ) | $ | (0.92 | ) | ||||
Because loss per share amounts are calculated using the weighted average number of common and dilutive common shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total loss per share amounts for the year.
24. SUBSEQUENT EVENTS
Subsequent to December 31, 2005,2006, the Company closed on the acquisition of 66 towers for an aggregate purchase price of $18.9$24.1 million, which was paid in cash.
On February 22, 2006, SBA Senior Finance II entered into three forward-starting interest rate swap agreements, at an aggregate notional principal amount of $200 million, to hedge the variability of future interest rates in anticipation of the issuance of debt, which is expected to be issued on or before December 21, 2007 by an affiliate of SBA Communications Corporation. Under the
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swap agreements, Senior Finance II has agreed to pay a fixed monthly interest rate of 5.024% on a total notional amount of $200 million, beginning on or before December 21, 2007 through December 21, 2012, in exchange for receiving floating payments based on three-month LIBOR on the same notional amount for the same five-year period. The swap agreements will be settled in cash, in accordance with their terms, on or before December 21, 2007. At the inception date of the swaps, the Company has determined the swaps to be an effective cash flow hedge.
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