##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the quarterly period ended March 31, 2002                                    
| 
|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
| 
|  |  | For the transition period from 
to                                               

COMMISSION FILE NUMBER: 0-27217

SpectraSite Holdings, Inc.(Name of registrant as specified in its charter)

|                               |  |                              |  |                       
|------------------------------ |  | ---------------------------- |  | ----------------------
|Delaware                       |  | 4899                         |  | 56-2027322            
|                              
|                              
|                              
|                              
|(State or jurisdiction of      |  | (Primary Standard Industrial |  | (I.R.S. Employer      
|                              
|                              
|                              
|                              
|incorporation or organization) |  | Classification Code Number)  |  | Identification Number)

SpectraSite Holdings, Inc.
100 Regency Forest Drive, Suite 400
Cary, North Carolina 27511
(919) 468-0112

(Address and telephone number
of principal executive offices and principal place of
business)


Check whether the issuer:



|(1) |  | Has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | has been subject to such filing requirements for the past 90 days.                                                                                                                                                              

YES [X]      No [  ]

As of May 1, 2002, the registrant had only one outstanding class of common
stock, of which there were 154,013,917 shares outstanding.

1



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TABLE OF CONTENTS



|                            |                                                                                                      |  |  |  |  |  |  | 
|--------------------------- | ---------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                            | CONDENSED CONSOLIDATED BALANCE SHEETS At March 31, 2002 and December 31, 2001                       
|                            | UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2002 and 2001
|                            | UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2002 and 2001
|                            | NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                  
|                            | ITEM 2- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS       
|                            | ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  
|PART II  OTHER INFORMATION
|                            | ITEM 1. LEGAL PROCEEDINGS                                                                           
|                            | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                   
|                            | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                             
|                            | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                         
|                            | ITEM 5. OTHER INFORMATION                                                                           
|                            | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                            
|                            | SIGNATURES                                                                                          



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##### Table of Contents



INDEX

|                                                               |                                                                                                              |  |  |    | 
|-------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ |  |  | -- | 
|PART I  FINANCIAL INFORMATION                                 |                                                                                                              |  |  |   
|                                                              
|                                                              
|                                                              
|                                                              
|ITEM
1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |                                                                                                              |  |  |   
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Condensed Consolidated Balance Sheets
at March 31, 2002 (unaudited) and December 31, 2001                    |  |  | 3  | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Unaudited Condensed Consolidated Statements of Operations for the three
months ended March 31, 2002 and 2001 |  |  | 4  | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Unaudited Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2002 and 2001 |  |  | 5  | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Notes to the Unaudited Condensed Consolidated Financial Statements                                           |  |  | 6  | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS               |  |  | 12 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                          |  |  | 18 | 
|                                                              
|                                                              
|                                                              
|                                                              
|PART II  OTHER INFORMATION                                    |                                                                                                              |  |  |   
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 1 - LEGAL PROCEEDINGS                                                                                   |  |  | 19 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS                                                           |  |  | 19 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                                                     |  |  | 19 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                 |  |  | 19 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 5 - OTHER INFORMATION                                                                                   |  |  | 19 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                                                    |  |  | 20 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | SIGNATURES                                                                                                   |  |  | 21 | 

2



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##### Table of Contents



SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED BALANCE SHEETS
At March 31, 2002 and December 31, 2001


(dollars in thousands)


|                                     |                                                                                                                                 |                                            |           |             |           |              |           |           |           | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | ----------- | --------- | ------------ | --------- | --------- | --------- | 
|                                     |                                                                                                                                 |                                            |           | March 31,   |           | December 31,
|                                     |                                                                                                                                 |                                            |           | 2002        |           | 2001        
|                                     |                                                                                                                                 |                                            |           |             |           |             
|                                     |                                                                                                                                 |                                            |           | (unaudited) |           |              |           |          
|Assets                               |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                    
|                                    
|                                    
|                                    
|Current assets:                      |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                                                                                                       |                                            | $         | 85,567      |           |              | $         | 31,547    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable, net of allowance of $8,990 and $8,891                                                                      |                                            |           | 59,773      |           |              |           | 90,776    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Costs and estimated earnings in excess of billings                                                                              |                                            |           | 22,391      |           |              |           | 18,578    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Inventories                                                                                                                     |                                            |           | 15,549      |           |              |           | 14,391    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid expenses and other                                                                                                      |                                            |           | 11,563      |           |              |           | 11,769    |          
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                     |                                                                                                                                 | Total current assets                       |           |             | 194,843   |              |           |           | 167,061   | 
|                                    
|                                    
|                                    
|                                    
|Property and equipment, net          |                                                                                                                                 |                                            | 2,461,470 |             |           |              | 2,462,103 |          
|                                    
|                                    
|                                    
|                                    
|Goodwill, net                        |                                                                                                                                 |                                            | 60,626    |             |           |              | 437,350   |          
|                                    
|                                    
|                                    
|                                    
|Other assets                         |                                                                                                                                 |                                            | 117,093   |             |           |              | 135,085   |          
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                     |                                                                                                                                 | Total assets                               |           | $           | 2,834,032 |              |           | $         | 3,201,599 | 
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|Liabilities and shareholders equity |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                    
|                                    
|                                    
|                                    
|Current liabilities:                 |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                                                                                                                |                                            | $         | 39,408      |           |              | $         | 54,585    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued and other expenses                                                                                                      |                                            |           | 74,732      |           |              |           | 76,642    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Billings in excess of costs and estimated earnings                                                                              |                                            |           | 4,242       |           |              |           | 8,674     |          
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                     |                                                                                                                                 | Total current liabilities                  |           |             | 118,382   |              |           |           | 139,901   | 
|                                    
|                                    
|                                    
|                                    
|Long-term debt                       |                                                                                                                                 |                                            | 785,000   |             |           |              | 695,000   |          
|                                    
|                                    
|                                    
|                                    
|Senior notes                         |                                                                                                                                 |                                            | 400,000   |             |           |              | 400,000   |          
|                                    
|                                    
|                                    
|                                    
|Senior convertible notes             |                                                                                                                                 |                                            | 200,000   |             |           |              | 200,000   |          
|                                    
|                                    
|                                    
|                                    
|Senior discount notes                |                                                                                                                                 |                                            | 1,050,273 |             |           |              | 1,020,332 |          
|                                    
|                                    
|                                    
|                                    
|Other long-term liabilities          |                                                                                                                                 |                                            | 27,810    |             |           |              | 27,021    |          
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                     |                                                                                                                                 | Total liabilities                          |           |             | 2,581,465 |              |           |           | 2,482,254 | 
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|Shareholders equity:                |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                    
|                                    
|                                    
|                                    
|                                     | Common stock, $0.001 par value, 300,000,000 shares
authorized, 154,013,917 and 153,424,509 issued and
outstanding, respectively |                                            |           | 154         |           |              |           | 153       |          
|                                    
|                                    
|                                    
|                                    
|                                     | Additional paid-in-capital                                                                                                      |                                            |           | 1,624,534   |           |              |           | 1,622,089 |          
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated other comprehensive income                                                                                          |                                            |           | 5,291       |           |              |           | 21,984    |          
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated deficit                                                                                                             |                                            |           | (1,377,412  | )         |              |           | (924,881  | )        
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                     |                                                                                                                                 | Total shareholders equity                 |           |             | 252,567   |              |           |           | 719,345   | 
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          
|                                     |                                                                                                                                 | Total liabilities and shareholders equity |           | $           | 2,834,032 |              |           | $         | 3,201,599 | 
|                                     |                                                                                                                                 |                                            |           |             |           |              |           |          

See accompanying notes.

3



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##### Table of Contents



SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES




UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2002 and 2001


(in thousands, except per share amounts)


|                                                                |                                                                       |                  |                              |         |                |         |                |         |        |         |  
|--------------------------------------------------------------- | --------------------------------------------------------------------- | ---------------- | ---------------------------- | ------- | -------------- | ------- | -------------- | ------- | ------ | ------- | -
|                                                                |                                                                       |                  |                              |         | Three Months   |         | Three Months  
|                                                                |                                                                       |                  |                              |         | Ended          |         | Ended         
|                                                                |                                                                       |                  |                              |         | March 31, 2002 |         | March 31, 2001
|                                                                |                                                                       |                  |                              |         |                |         |               
|Revenues:                                                       |                                                                       |                  |                              |         |                |         |                |        
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Site leasing                                                          |                  | $                            | 65,952  |                |         | $              | 46,388  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Network services                                                      |                  |                              | 48,299  |                |         |                | 60,875  |       
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|                                                                |                                                                       |                  | Total revenues               |         |                | 114,251 |                |         |        | 107,263 |  
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Operating expenses:                                             |                                                                       |                  |                              |         |                |         |                |        
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Costs of operations, excluding
depreciation and amortization expense: |                  |                              |         |                |         |                |         |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                       | Site leasing     |                              |         | 25,505         |         |                |         | 18,142 |        
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                       | Network services |                              |         | 40,168         |         |                |         | 48,854 |        
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Selling, general and administrative expenses                          |                  |                              | 18,845  |                |         |                | 21,767  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Depreciation and amortization expense                                 |                  |                              | 46,075  |                |         |                | 36,710  |       
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|                                                                |                                                                       |                  | Total operating expenses     |         |                | 130,593 |                |         |        | 125,473 |  
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Operating loss                                                  |                                                                       |                  | (16,342                      | )       |                |         | (18,210        | )      
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Other income (expense):                                         |                                                                       |                  |                              |         |                |         |                |        
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Interest income                                                       |                  |                              | 84      |                |         |                | 10,079  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Interest expense                                                      |                  |                              | (58,697 | )              |         |                | (48,369 | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Other income (expense)                                                |                  |                              | (588    | )              |         |                | (7,010  | )     
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|                                                                |                                                                       |                  | Total other income (expense) |         |                | (59,201 | )              |         |        | (45,300 | )
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Loss before income taxes                                        |                                                                       |                  | (75,543                      | )       |                |         | (63,510        | )      
|                                                               
|                                                               
|                                                               
|                                                               
|Income tax expense                                              |                                                                       |                  | 235                          |         |                |         | 388            |        
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Loss before cumulative effect of change in accounting
principle |                                                                       |                  | (75,778                      | )       |                |         | (63,898        | )      
|                                                               
|                                                               
|                                                               
|                                                               
|Cumulative effect of change in accounting for goodwill          |                                                                       |                  | (376,753                     | )       |                |         |               |        
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Net loss                                                        |                                                                       | $                | (452,531                     | )       |                | $       | (63,898        | )      
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Basic and diluted earnings (loss) per common share:             |                                                                       |                  |                              |         |                |         |                |        
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Loss before cumulative effect of change in accounting
principle       |                  | $                            | (0.50   | )              |         | $              | (0.44   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Cumulative effect of change in accounting for goodwill                |                  |                              | (2.45   | )              |         |                |        |       
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|                                                                | Net loss per common share                                             |                  | $                            | (2.95   | )              |         | $              | (0.44   | )     
|                                                                |                                                                       |                  |                              |         |                |         |                |        
|Weighted average common shares outstanding
(basic and diluted)  |                                                                       |                  | 153,654                      |         |                |         | 145,880        |        
|                                                                |                                                                       |                  |                              |         |                |         |                |        

See accompanying notes.

4



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##### Table of Contents



SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES




UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2002 and 2001


(dollars in thousands)


|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |        |        |          |  
|----------------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------- | ---------------------------------------------------- | ------- | -------------- | ------- | -------------- | ------ | ------ | -------- | -
|                                                                                          |                                                        |                                                    |                                                      |         | Three Months   |         | Three Months  
|                                                                                          |                                                        |                                                    |                                                      |         | Ended          |         | Ended         
|                                                                                          |                                                        |                                                    |                                                      |         | March 31, 2002 |         | March 31, 2001
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |               
|Operating activities                                                                      |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Net loss                                                                                  |                                                        | $                                                  | (452,531                                             | )       |                | $       | (63,898        | )     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Adjustments to reconcile net loss to net cash provided by
(used in) operating activities: |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Depreciation                                           |                                                    |                                                      | 45,559  |                |         |                | 27,168 |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Cumulative effect of change in accounting for goodwill |                                                    |                                                      | 376,753 |                |         |                |       |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Amortization of goodwill and other intangible assets   |                                                    |                                                      | 516     |                |         |                | 9,542  |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Amortization of debt issuance costs                    |                                                    |                                                      | 2,633   |                |         |                | 2,334  |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Amortization of senior discount notes                  |                                                    |                                                      | 29,941  |                |         |                | 26,641 |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Non-cash compensation charges                          |                                                    |                                                      | 289     |                |         |                | 531    |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Loss on disposal of assets                             |                                                    |                                                      | 70      |                |         |                |       |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Equity in net loss of affiliates                       |                                                    |                                                      | 459     |                |         |                | 6,415  |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Changes in operating assets and liabilities:           |                                                    |                                                      |         |                |         |                |        |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                        | Accounts receivable                                |                                                      |         | 31,003         |         |                |        | 8,090  |         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                        | Costs and estimated earnings in excess of billings |                                                      |         | (8,245         | )       |                |        | (7,366 | )       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                        | Inventories                                        |                                                      |         | (1,158         | )       |                |        | (5,522 | )       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                        | Prepaid expenses and other                         |                                                      |         | (1,289         | )       |                |        | (2,656 | )       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                        | Accounts payable                                   |                                                      |         | (15,177        | )       |                |        | 4,980  |         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                        | Other liabilities                                  |                                                      |         | (4,621         | )       |                |        | 4,385  |         
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                          |                                                        |                                                    | Net cash provided by (used in) operating activities  |         |                | 4,202   |                |        |        | 10,644   |  
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|Investing activities                                                                      |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Purchases of property and equipment                                                       |                                                        |                                                    | (39,018                                              | )       |                |         | (301,773       | )     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Loans to affiliates                                                                       |                                                        |                                                    | (750                                                 | )       |                |         |               |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Refunds of deposits on asset purchases                                                    |                                                        |                                                    |                                                     |         |                |         | 6,847          |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Investments in affiliates                                                                 |                                                        |                                                    |                                                     |         |                |         | (4,062         | )     
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                          |                                                        |                                                    | Net cash used in investing activities                |         |                | (39,768 | )              |        |        | (298,988 | )
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|Financing activities                                                                      |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Proceeds from issuance of common stock                                                    |                                                        |                                                    | 484                                                  |         |                |         | 3,614          |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Stock issuance costs                                                                      |                                                        |                                                    | (6                                                   | )       |                |         | (393           | )     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Proceeds from issuance of long-term debt                                                  |                                                        |                                                    | 90,000                                               |         |                |         | 300,000        |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Repayments of debt                                                                        |                                                        |                                                    | (867                                                 | )       |                |         | (170           | )     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Debt issuance costs                                                                       |                                                        |                                                    | (25                                                  | )       |                |         | (19,468        | )     
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                          |                                                        |                                                    | Net cash provided by financing activities            |         |                | 89,586  |                |        |        | 283,583  |  
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                          |                                                        |                                                    | Net increase (decrease) in cash and cash equivalents |         |                | 54,020  |                |        |        | (4,761   | )
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Cash and cash equivalents at beginning of period                                          |                                                        |                                                    | 31,547                                               |         |                |         | 552,653        |       
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|Cash and cash equivalents at end of period                                                |                                                        | $                                                  | 85,567                                               |         |                | $       | 547,892        |       
|                                                                                          |                                                        |                                                    |                                                      |         |                |         |                |       
|Supplemental disclosures of cash flow information:                                        |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Cash paid during the period for interest                                                  |                                                        | $                                                  | 23,718                                               |         |                | $       | 16,398         |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Cash paid during the period for income taxes                                              |                                                        |                                                    | 685                                                  |         |                |         | 598            |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Supplemental disclosures of noncash investing and financing activities:                   |                                                        |                                                    |                                                      |         |                |         |                |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Common stock issued for property and equipment                                            |                                                        | $                                                  | 1,678                                                |         |                | $       | 54,006         |       
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Capital lease obligations incurred for the purchase of property and
equipment             |                                                        |                                                    | 4,357                                                |         |                |         | 11,647         |       

See accompanying notes.

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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIES




NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. Description of Business and Significant Accounting Policies

SpectraSite Holdings, Inc. (SpectraSite) and its wholly owned
subsidiaries (collectively referred to as the Company) are principally engaged
in providing services to companies operating in the telecommunications industry,
including leasing antenna sites on multi-tenant towers, network design, tower
construction and antenna installation throughout the United States and Canada.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts
of SpectraSite and its subsidiaries. All significant intercompany transactions
and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the amounts reported in the unaudited
condensed consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

Revenue Recognition

Site leasing revenues are recognized when earned based on lease
agreements. Fixed escalation clauses present in certain lease agreements are
recognized on a straight-line basis over the term of the lease. Network service
revenues related to construction activities are derived from service contracts
that provide for billing on a time and materials or fixed price basis. For the
time and materials contracts, revenues are recognized as services are performed.
For fixed price contracts, revenues are recognized using the
percentage-of-completion method measured by the percentage of contract costs
incurred to date compared to estimated total contract costs. Costs and estimated
earnings in excess of billings on uncompleted contracts represent revenues
recognized in excess of amounts billed. Billings in excess of costs and
estimated earnings on uncompleted contracts represent billings in excess of
revenues recognized. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined.

Allowance for Uncollectible Accounts

The Company evaluates the collectibility of accounts receivable based
on a combination of factors. In circumstances where a specific customer is
unable to meet its financial obligations, the Company records a specific
allowance against amounts due to reduce the net recognized receivable to the
amount it reasonably believes will be collected. For all other customers, the
Company reserves a percentage of the remaining outstanding accounts receivable
balance on a review of the aging of customer balances, industry experience and
the current economic environment. The allowance for uncollectible accounts,
computed based on the above methodology, was $8.9 million and $9.0 million as of
December 31, 2001 and March 31, 2002, respectively.

Significant Customers

The Companys customer base consists of businesses operating in the
wireless telecommunications and broadcast industries. The Companys exposure to
credit risk consists primarily of unsecured accounts receivable from these
customers. In the three months ended March 31, 2001 and 2002, one customer,
which is a significant shareholder of the Company, accounted for 18% and 21% of
revenues, respectively. In addition, another customer, which is an affiliate of
a significant shareholder of the Company, accounted for 14% of revenues in the
three months ended March 31, 2002.

Property and Equipment

Property and equipment, including towers, are recorded at cost and
depreciated over their estimated useful lives. The Company capitalizes costs
incurred in bringing towers to an operational state. Costs clearly associated
with the acquisition, development and construction of towers are capitalized as
a cost of that tower. Indirect costs that relate to several towers are
capitalized and allocated to the towers to which the costs relate. Indirect
costs that do not clearly relate to projects under development or construction
are charged to expense as incurred. Approximately $4.7 million and $1.2 million
of interest was

6



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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIESNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

capitalized for the three months ended March 31, 2001 and 2002, respectively.
Depreciation on property and equipment excluding towers is computed using the
straight-line method over the estimated useful lives of the assets ranging from
three to fifteen years. Depreciation on towers is computed using the
straight-line method over the estimated useful lives of 15 years for wireless
towers and 30 years for broadcast towers. Amortization of assets recorded under
capital leases is included in depreciation.

Income Taxes

The Company provides for income taxes at the end of each interim period
using the liability method based on the estimated effective tax rate for the
full fiscal year for each tax reporting entity. Any cumulative adjustments to
the Companys estimate are recorded in the interim period in which a change in
the estimated annual effective rate is determined.

Earnings Per Share

Basic and diluted earnings (loss) per share are calculated in
accordance with Statement of Financial Accounting Standards No. 128 Earnings
per Share. The Company has potential common stock equivalents related to its
convertible notes, warrants and outstanding stock options. These potential
common stock equivalents were not included in diluted earnings (loss) per share
because the effect would have been antidilutive. Accordingly, basic and diluted
net loss per share are the same for all periods presented.

Reclassifications

Certain reclassifications have been made to the 2001 condensed
consolidated financial statements to conform to the 2002 presentation. These
reclassifications had no effect on previously reported net loss or shareholders
equity as previously reported.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial reporting and in accordance with the instructions for Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and disclosures normally required by generally accepted
accounting principles for complete financial statements or those normally
reflected in the Companys Annual Report on Form 10-K. The financial information
included herein reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for interim periods. Results of interim periods are not
necessarily indicative of the results to be expected for a full year.

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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIESNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. Property and Equipment

Property and equipment consist of the following:

|                              |  |                |           |              |  |   |           |  
|----------------------------- |  | -------------- | --------- | ------------ |  | - | --------- | -
|                              |  | March 31,      |           | December 31,
|                              |  | 2002           |           | 2001        
|                              |  |                |           |             
|                              |  | (in thousands)
|Towers                        |  | $              | 2,519,767 |              |  | $ | 2,483,049 |  
|                             
|                             
|                             
|                             
|Equipment                     |  |                | 56,726    |              |  |   | 46,827    |  
|                             
|                             
|                             
|                             
|Land                          |  |                | 19,192    |              |  |   | 19,109    |  
|                             
|                             
|                             
|                             
|Buildings                     |  |                | 40,744    |              |  |   | 40,588    |  
|                             
|                             
|                             
|                             
|Other                         |  |                | 59,999    |              |  |   | 56,155    |  
|                              |  |                |           |              |  |   |           |  
|                              |  |                | 2,696,428 |              |  |   | 2,645,728 |  
|                             
|                             
|                             
|                             
|Less accumulated depreciation |  |                | (291,173  | )            |  |   | (245,828  | )
|                              |  |                |           |              |  |   |           |  
|                              |  |                | 2,405,255 |              |  |   | 2,399,900 |  
|                             
|                             
|                             
|                             
|Construction in progress      |  |                | 56,215    |              |  |   | 62,203    |  
|                              |  |                |           |              |  |   |           |  
|Property and equipment, net   |  | $              | 2,461,470 |              |  | $ | 2,462,103 |  
|                              |  |                |           |              |  |   |           |  

3. New Accounting Pronouncements: Business Combinations, Goodwill and Other Intangible Assets

On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141, Business Combinations
(SFAS 141) and No. 142, Goodwill and Other Intangible Assets (SFAS 142).
SFAS 141 eliminates the pooling-of-interests method of accounting for business
combinations except for qualifying business combinations that were initiated
prior to July 1, 2001. SFAS 141 also includes new criteria to recognize
intangible assets separately from goodwill. The requirements of SFAS 141 are
effective for any business combination accounted for by the purchase method that
is completed after June 30, 2001. The application of SFAS 141 did not affect any
of our previously reported amounts included in goodwill or other intangible
assets.

Effective January 1, 2002, we adopted SFAS 142 which establishes new
accounting and reporting requirements for goodwill and other intangible assets.
Under SFAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise, for impairment. Separable intangible assets that are not
deemed to have an indefinite life will continue to be amortized over their
useful lives. The amortization provisions of SFAS 142 requiring nonamortization
of goodwill and indefinite lived intangible assets apply to goodwill and
indefinite lived intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, we ceased
amortization on January 1, 2002.

We performed the first of the required impairment tests of goodwill by
comparing the fair value of each of our reporting units with its carrying value.
Fair value was determined using a discounted cash flow methodology. Based on our
impairment tests, we recognized an adjustment of $376.8 million, or $2.45 per
share, to reduce the carrying value of goodwill in our wireless services,
broadcast tower, broadcast services and building units to its implied value.
Under SFAS 142, the impairment adjustment recognized at adoption of the new
rules was reflected as a cumulative effect of accounting change in our first
quarter 2002 income statement. Impairment adjustments recognized after adoption,
if any, generally are required to be recognized as an operating expense.

Actual results of operations for the three months ended March 31, 2002 and
pro forma results of operations for the three months ended March 31, 2001 had we
applied the nonamortization provisions of SFAS 142 in that period are as
follows:

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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIESNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

|                                     |                       |   |                      |       |      |   |         |       |  
|------------------------------------ | --------------------- | - | -------------------- | ----- | ---- | - | ------- | ----- | -
|                                     |                       |   | Three Months Ended  
|                                     |                       |   | March 31,           
|                                     |                       |   |                     
|                                     |                       |   | 2002                 |       | 2001
|                                     |                       |   |                      |       |     
|                                     |                       |   | (in thousands except
|                                     |                       |   | per share amounts)  
|Reported net loss                    |                       | $ | (452,531             | )     |      | $ | (63,898 | )    
|                                    
|                                    
|                                    
|                                    
|Goodwill amortization                |                       |   |                     |       |      |   | 9,262   |      
|                                     |                       |   |                      |       |      |   |         |      
|Adjusted net loss                    |                       | $ | (452,531             | )     |      | $ | (54,636 | )    
|                                     |                       |   |                      |       |      |   |         |      
|Basic and diluted earnings per share |                       |   |                      |       |      |   |         |      
|                                    
|                                    
|                                    
|                                    
|                                     | Reported net loss     |   | $                    | (2.95 | )    |   | $       | (0.44 | )
|                                    
|                                    
|                                    
|                                    
|                                     | Goodwill amortization |   |                      |      |      |   |         | 0.07  |  
|                                     |                       |   |                      |       |      |   |         |      
|                                     | Adjusted net loss     |   | $                    | (2.95 | )    |   | $       | (0.37 | )
|                                     |                       |   |                      |       |      |   |         |      

4. Acquisition Activities

SBC transaction On August 25, 2000, the Company entered into an
agreement to acquire leasehold and sub-leasehold interests in approximately
3,900 wireless communications towers from affiliates of SBC Communications
(collectively, SBC) in exchange for $982.7 million in cash and $325.0 million
in common stock. Under the agreement, and assuming the sublease of all 3,900
towers, the stock portion of the consideration was initially approximately 14.3
million shares valued at $22.74 per share. The stock consideration is subject to
an adjustment payment to the extent the average closing price of SpectraSites
common stock during the 60-day period immediately preceding December 14, 2003
(the third anniversary of the initial closing) decreases from $22.74 down to a
floor of $12.96. The adjustment payment may be accelerated if there is a change
of control of SpectraSite or upon the occurrence of certain specified liquidity
events. In any case, the adjustment payment is payable, at the Companys option,
in the form of cash or shares of common stock. The maximum amount potentially
payable to satisfy the adjustment payment is approximately 10.8 million shares
of common stock or $139.8 million in cash. The Company and SBC entered into a
Lease and Sublease Agreement pursuant to which the Company will manage, maintain
and lease available space on the SBC towers and have the right to co-locate
tenants on the towers. SBC is an anchor tenant on all of the towers and pays a
monthly fee per tower of $1,470, subject to an annual adjustment. In addition,
the Company has agreed to build towers for Cingular, an affiliate of SBC, over
the next four years under an exclusive build-to-suit agreement.

On November 14, 2001, the Company completed an amendment to the SBC
acquisition agreements. This amendment reduces the maximum number of towers that
it will lease or sublease by 300 towers, from 3,900 in the original agreement to
3,600 towers in the agreement as amended. From the initial closing on December
14, 2000 through a closing on February 25, 2002, the Company leased or subleased
a total of 2,706 towers and under the terms of the amended agreement, the
parties agreed to complete the lease or sublease of the remaining 894 towers
during the period beginning April 2003 and ending January 2004. In addition,
pursuant to the amendment the Company will receive all new co-location revenue
on the towers remaining to be subleased after February 25, 2002. The amendment
also extends the December 14, 2003 stock adjustment date to the last date on
which towers will be subleased, which is expected to be January 1, 2004. In the
three months ended March 31, 2002, the Company subleased 41 towers, for which we
paid $10.1 million in cash and issued 146,569 shares of common stock valued at
$1.7 million.

As of March 31, 2002, the Company has issued approximately 9.9 million
shares of common stock to SBC pursuant to the SBC acquisition agreements.
Assuming the sublease of all 3,600 towers, the Company will be required to issue
in the aggregate approximately 13.2 million shares to SBC and, based on the
closing market price of the Companys common stock on March 31, 2002, we would
be required to issue approximately 10 million additional shares of common stock
to SBC under the stock adjustment provisions described above.

5. Financing Transactions

Credit Facility

In connection with the acquisition of communications towers from Nextel
Communications, Inc. in April 1999, SpectraSite Communications, Inc.
(Communications), a wholly-owned subsidiary of SpectraSite, entered into a
$500.0 million credit facility. In February 2001, Communications amended and
restated its credit facility to provide, among other things, for an aggregate
borrowing capacity of up to $1.3 billion, subject to the covenants and
conditions contained in the credit facility. The amended and restated credit
facility consists of a $350.0 million revolving credit facility which may be
drawn at any time, subject to the satisfaction of certain financial covenants,
and the amount available will be reduced (and, if necessary, the amounts
outstanding

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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIESNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

must be repaid) in quarterly installments beginning on September 30, 2003 and
ending on June 30, 2007; a $500.0 million multiple draw term loan that may be
drawn, subject to the satisfaction of certain financial covenants, at any time
through August 22, 2002, at which time the amount drawn must be repaid in
quarterly installments beginning on September 30, 2003 and ending on June 30,
2007; and a $450.0 million term loan that was drawn in full in February 2001
which will, from September 30, 2003 through June 30, 2007, amortize at a rate of .25% per quarter and be payable in quarterly installments and, from July 1, 2007
through December 31, 2007, amortize at a rate of 48% per quarter and be payable
on September 30, 2007 and December 31, 2007. Communications has $785.0 million
outstanding under the credit facility at March 31, 2002. The remaining $515.0
million under the credit facility was undrawn. Communications ability to borrow
under the credit facility is limited by the financial covenants regarding the
total debt to EBITDA and interest and fixed charge coverage ratios of
Communications and its subsidiaries. Under the terms of the credit facility,
Communications could draw approximately $168 million in additional borrowings
as of March 31, 2002 while remaining in compliance with these covenants.
Additional borrowings within the terms of these covenants become available as
pro forma cash flow increases.

The revolving credit loans and the multiple draw term loans will bear
interest, at Communications option, at either Canadian Imperial Bank of
Commerces base rate plus an initial applicable margin of 2.00% per annum, which
margin may, over time, decrease based on a leverage ratio, or the Eurodollar
rate plus an initial applicable margin of 3.25% per annum, which margin may,
over time, decrease based on a leverage ratio. The term loan bears interest, at
Communications option, at either Canadian Imperial Bank of Commerces base rate
plus 2.75% per annum or the Eurodollar rate plus 4.00% per annum. The weighted
average interest rate on outstanding borrowings under the credit facility as of
March 31, 2002 was 5.29%.

Communications is required to pay a commitment fee of between 1.375%
and 0.500% per annum in respect of the undrawn portions of the multiple draw
term loan and the revolving credit facility, depending on the respective undrawn
amounts. Communications may be required to prepay the amended and restated
credit facility in part upon the occurrence of certain events, such as a sale of
assets, the incurrence of certain additional indebtedness, the termination of
the SBC transaction or the generation of excess cash flow.

SpectraSite and each of Communications domestic subsidiaries have
guaranteed the obligations under the amended and restated credit facility. The
credit facility is further secured by substantially all the tangible and
intangible assets of Communications and its domestic subsidiaries, a pledge of
all of the capital stock of Communications and its domestic subsidiaries and 66%
of the capital stock of Communications foreign subsidiaries.

The amended and restated credit facility contains a number of covenants
that, among other things, restrict Communications ability to incur additional
indebtedness; create liens on assets; make investments or acquisitions or engage
in mergers or consolidations; dispose of assets; enter into new lines of
business; engage in certain transactions with affiliates; and pay dividends or
make capital distributions. Communications, however, is permitted to pay
dividends for the purpose of paying interest on SpectraSites senior notes,
senior convertible notes and senior discount notes so long as no default under
the credit facility then exists or would exist after giving effect to such
payment. In addition, the amended and restated credit facility requires
compliance with certain financial covenants, including a requirement that
Communications and its subsidiaries, on a consolidated basis, maintain a maximum
ratio of total debt to annualized EBITDA, a minimum interest coverage ratio and
a minimum fixed charge coverage ratio.

6. Business Segments

The Company operates in two business segments, site leasing and network
services. The site leasing segment provides for leasing and subleasing of
antenna sites on multi-tenant towers for a diverse range of wireless and
broadcast communication services. The network services segment offers a broad
range of network development services, including network design, tower
construction and antenna installation.

In evaluating financial performance, management focuses on operating
profit (loss), excluding depreciation and amortization and restructuring and
non-recurring charges. This measure of operating profit (loss) is also before
interest income, interest expense, other income (expense) and income taxes. All
reported segment revenues are generated from external customers as intersegment
revenues are not significant.

Summarized financial information concerning the reportable segments as
of and for the three months ended March 31, 2002 and 2001 is shown in the
following table. The Other column represents amounts excluded from specific
segments, such

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SPECTRASITE HOLDINGS, INC. AND SUBSIDIARIESNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

as income taxes, corporate general and administrative expenses, depreciation and
amortization, restructuring and other non-recurring charges and interest. In
addition, Other also includes corporate assets such as cash and cash
equivalents, tangible and intangible assets and income tax accounts which have
not been allocated to a specific segment.

|                                  |      |              |                |          |  |       |         |       |  |   |           |   |  |   |           |   | 
|--------------------------------- | ---- | ------------ | -------------- | -------- |  | ----- | ------- | ----- |  | - | --------- | - |  | - | --------- | - | 
|                                  |      |              |                |          |  |       | Network |       |  |   |           |   |  |   |          
|Three months ended March 31,      |      | Site Leasing |                | Services |  | Other |         | Total
|                                  |      |              |                |          |  |       |         |      
|                                  |      |              | (in thousands)
|                                  | 2002 |              |                |          |  |       |         |       |  |   |           |   |  |   |           |   | 
|                                 
|                                 
|                                 
|                                 
|Revenues                          |      | $            | 65,952         |          |  | $     | 48,299  |       |  | $ |          |   |  | $ | 114,251   |  
|                                 
|                                 
|                                 
|                                 
|Income (loss) before income taxes |      |              | 32,785         |          |  |       | 4,374   |       |  |   | (112,702  | ) |  |   | (75,543   | )
|                                 
|                                 
|                                 
|                                 
|Assets                            |      |              | 2,471,328      |          |  |       | 134,266 |       |  |   | 228,438   |   |  |   | 2,834,032 |  
|                                 
|                                 
|                                 
|                                 
|                                  | 2001 |              |                |          |  |       |         |       |  |   |           |   |  |   |           |   | 
|                                 
|                                 
|                                 
|                                 
|Revenues                          |      | $            | 46,388         |          |  | $     | 60,875  |       |  | $ |          |   |  | $ | 107,263   |  
|                                 
|                                 
|                                 
|                                 
|Income (loss) before income taxes |      |              | 20,840         |          |  |       | 6,506   |       |  |   | (90,856   | ) |  |   | (63,510   | )
|                                 
|                                 
|                                 
|                                 
|Assets                            |      |              | 1,933,992      |          |  |       | 136,328 |       |  |   | 1,322,769 |   |  |   | 3,393,089 |  

11



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ITEM 2- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

This discussion contains forward-looking statements, including
statements concerning possible or assumed future results of operations and
liquidity. Our representatives may also make oral forward-looking statements
from time to time. You should understand that the factors described below, in
addition to those discussed in our report on Form 10-K for the year ended
December 31, 2001 under Item 1a. Risk Factors, could affect our future results
and could cause those results to differ materially from those expressed in such
forward-looking statements. These factors include:



| |  |  | substantial capital requirements and leverage principally as a consequence of ongoing
acquisitions and construction activities;                           
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | dependence on demand for wireless communications;                                                                                                         
|
| |  |  | the success of our tower construction program;                                                                                                            
|
| |  |  | our ability to co-locate additional tenants on our towers;                                                                                                
|
| |  |  | material adverse changes in economic conditions in the markets we serve;                                                                                  
|
| |  |  | future regulatory actions and conditions in our operating areas;                                                                                          
|
| |  |  | competition from others in the communications tower industry and technological innovation;                                                                
|
| |  |  | the integration of our operations with those of businesses we have acquired or may acquire in
the future and the realization of the expected benefits; and
|
| |  |  | other risks and uncertainties as may be detailed from time to time in our public announcements
and SEC filings.                                           

We are one of the largest wireless tower operators in the United States
and a leading provider of outsourced network services to the wireless
communications and broadcast industries in the United States and Canada. Our
businesses include the ownership and leasing of antenna sites on towers,
managing rooftop and in-building telecommunications access on commercial real
estate, network planning and deployment and construction of towers and related
facilities. As of March 31, 2002, we owned or operated 8,015 towers as compared
to 7,925 towers at December 31, 2001.

Acquisition Activity

2002 Acquisitions

SBCOn August 25, 2000, we entered into an agreement to acquire
leasehold and sub-leasehold interests in approximately 3,900 wireless
communications towers from affiliates of SBC Communications (collectively,
SBC) in exchange for $982.7 million in cash and $325.0 million in common
stock. Under the agreement, and assuming the sublease of all 3,900 towers, the
stock portion of the consideration was initially approximately 14.3 million
shares valued at $22.74 per share. The stock consideration is subject to an
adjustment payment to the extent the average closing price of SpectraSites
common stock during the 60-day period immediately preceding December 14, 2003
(the third anniversary of the initial closing) decreases from $22.74 down to a
floor of $12.96. The adjustment payment may be accelerated if there is a change
of control of SpectraSite or upon the occurrence of certain specified liquidity
events. In any case, the adjustment payment is payable by us, at our option, in
the form of cash or shares of our common stock. The maximum amount potentially
payable by us to satisfy the adjustment payment is approximately 10.8 million
shares of common stock or $139.8 million in cash. We and SBC entered into a
Lease and Sublease Agreement pursuant to which we will manage, maintain and
lease available space on the SBC towers and have the right to
co-locate tenants on the towers. SBC is an anchor tenant on all of the towers
and pays a monthly fee per tower of $1,470, subject to an annual adjustment. In
addition, we have agreed to build towers for Cingular, an affiliate of SBC, over
the next four years under an exclusive build-to-suit agreement.

12



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On November 14, 2001, we completed an amendment to the SBC acquisition
agreements. This amendment reduces the maximum number of towers that we will
lease or sublease by 300 towers, from 3,900 in the original agreement to 3,600
towers in the agreement as amended. From the initial closing on December 14,
2000 through a closing on February 25, 2002, we leased or subleased a total of
2,706 towers and under the terms of the amended agreement, the parties agreed to
complete the lease or sublease of the remaining 894 towers during the period
beginning April 2003 and ending January 2004. In addition, pursuant to the
amendment we will receive all new co-location revenue on the towers remaining to
be subleased after February 25, 2002. The amendment also extends the December
14, 2003 stock adjustment date to the last date on which towers will be
subleased, which is expected to be January 1, 2004.

In the three months ended March 31, 2002, we subleased 41 towers, for
which we paid $10.1 million in cash and issued 146,569 shares of common stock
valued at $1.7 million.

As of March 31, 2002, we have issued approximately 9.9 million shares
of common stock to SBC pursuant to the SBC acquisition agreements. Assuming the
sublease of all 3,600 towers, we will be required to issue in the aggregate
approximately 13.2 million shares to SBC and, based on the closing market price
of the Companys common stock on March 31, 2002, we would be required to issue
approximately 10 million additional shares of common stock to SBC under the
stock adjustment provisions described above.

Results of Operations

Three months ended March 31, 2002 compared to the results for the three months
ended March 31, 2001.

Consolidated revenues for the three months ended March 31, 2002 were
$114.3 million, an increase of $7.0 million from the three months ended March
31, 2001. Revenues from site leasing increased to $66.0 million for the three
months ended March 31, 2002 from $46.4 million for the three months ended March
31, 2001, primarily as a result of revenues derived from towers acquired or
built from March 31, 2001 to December 31, 2001. We owned or operated 8,015
communications towers at March 31, 2002 compared to 5,982 communications towers
at March 31, 2001. The remaining factor contributing to the increase is
incremental revenue in 2002 from new co-location tenants on towers that were
part of our portfolio on March 31, 2001.

Revenues from network services decreased to $48.3 million for the
three months ended March 31, 2002 compared to $60.9 million in the three months
ended March 31, 2001, primarily as a result of decreased demand for existing
services.

Costs of operations decreased to $65.7 million for the three months
ended March 31, 2002 from $67.0 million for the three months ended March 31,
2001. Costs of operations for site leasing as a percentage of site leasing
revenues decreased to 38.7% for the three months ended March 31, 2002 from 39.1%
for the three months ended March 31, 2001. This decline was primarily due to
revenues generated from new co-location revenues on existing towers and to lower
average tower maintenance and repair costs as our network services group
personnel began performing all such work in early 2002. As our site leasing
operations mature, additional tenants on a tower will generate decreases in
costs of operations for site leasing as a percentage of site leasing revenues
and increases in cash flow because a significant proportion of tower operating
costs are fixed and do not increase with additional tenants. Costs of operations
for network services as a percentage of network services revenues increased to
83.2% for the three months ended March 31, 2002 from 80.3% for the three months
ended March 31, 2001, primarily due to lower revenues and a competitive
environment for these services.

Selling, general and administrative expenses decreased to $18.8 million
for the three months ended March 31, 2002 from $21.8 million for the three
months ended March 31, 2001. Selling, general and administrative expenses as a
percentage of revenues decreased to 16.5% for the three months ended March 31,
2002 from 20.3% for the three months ended March 31, 2001. Selling, general and
administrative expenses decreased in amount and as a percentage of revenues as a
result of significant cost cutting measures implemented in 2001.

Depreciation and amortization expense increased to $46.1 million for
the three months ended March 31, 2002 from $36.7 million for the three months
ended March 31, 2001 primarily as a result of the increased depreciation from
the towers we have acquired or constructed partially offset by the $9.3 million
reduction in goodwill amortization as a result of the adoption of SFAS 142. See
- Description of Critical Accounting Policies-Goodwill

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Interest income decreased to $0.1 million for the three months ended
March 31, 2002 from $10.1 million in the three months ended March 31, 2001 due
to lower cash balances on hand. Interest expense increased to $58.7 million
during the three months ended March 31, 2002 from $48.4 million for the three
months ended March 31, 2001, reflecting increased amounts
outstanding under our credit facility partially offset by lower interest rates
on the credit facility.

Other income (expense) was a net expense of $0.6 million in the three
months ended March 31, 2002. Of this amount, $0.5 million related to losses from
investments in affiliates accounted for under the equity method. Other income
(expense) was a net expense of $7.0 million in the three months ended March 31,
2001, which primarily consisted of our 50% equity in the net loss of
SpectraSite-Transco.

Liquidity and Capital Resources

SpectraSite Holdings is a holding company whose only significant asset
is the outstanding capital stock of its subsidiary, SpectraSite Communications.
Our only source of cash to pay interest on and principal of our indebtedness is
distributions from SpectraSite Communications.

Cash Flows

For the three months ended March 31, 2002, cash flows provided by
operating activities were $4.2 million as compared to $10.6 million in the three
months ended March 31, 2001. The change is primarily attributable to increased
interest payments and decreased accounts payable partially offset by increased
favorable cash flow generated from earnings before interest, non-recurring
charges, non-cash compensation charges, depreciation and amortization
(EBITDA). EBITDA was $30.0 million in the three months ended March 31, 2002
compared to $19.0 million in the three months ended March 31, 2001.

For the three months ended March 31, 2002, cash flows used in investing
activities were $39.8 million compared to $299.0 million for the three months
ended March 31, 2001. We invested $39.0 million and $301.8 million in purchases
of property and equipment, primarily related to the acquisition and construction
of communications towers, in the three months ended March 31, 2002 and 2001,
respectively.

In the three months ended March 31, 2002, cash flows provided by
financing activities were $89.6 million, as compared to $283.6 million in the
three months ended March 31, 2001. The cash provided by financing activities in
2001 and 2002 was primarily attributable to draws on our credit facility.

Financing Transactions

SpectraSite Communications is a party to a credit facility that
provides for an aggregate borrowing capacity of up to $1.3 billion, subject to
the covenants and conditions contained in the credit facility. The credit
facility consists of:



| |  |  | a $350.0 million revolving credit facility which may be drawn,
at any time, subject to the satisfaction of certain financial
covenants. The amount available will be reduced (and, if
necessary, the amounts outstanding must be repaid) in
quarterly installments beginning on September 30, 2003 and
ending on June 30, 2007;                                      
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a $500.0 million multiple draw term loan that may be drawn,
subject to the satisfaction of certain financial covenants, at
any time through August 22, 2002, at which time the amount
drawn must be repaid in quarterly installments beginning on
September 30, 2003 and ending on June 30, 2007; and                                                                
|
| |  |  | a $450.0 million term loan that was drawn in full in February
2001 and which will, from September 30, 2003 through June 30,
2007, amortize at a rate of .25% per quarter and be payable in
quarterly installments and, from July 1, 2007 through December
31, 2007, amortize at a rate of 48% per quarter and be payable
on September 30, 2007 and December 31, 2007.

The revolving credit loans and the multiple draw term loans will bear
interest, at SpectraSite Communications option, at either Canadian Imperial
Bank of Commerces base rate plus an initial applicable margin of 2.00% per
annum, which margin may, over time, decrease based on a leverage ratio, or the
Eurodollar rate plus an initial applicable margin of 3.25% per annum, which
margin may, over time, decrease based on a leverage ratio.

The term loan bears interest, at SpectraSite Communications option, at
either Canadian Imperial Bank of Commerces

14



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##### Table of Contents



base rate plus 2.75% per annum or the Eurodollar rate plus 4.00% per annum.

SpectraSite Communications is required to pay a commitment fee of
between 1.375% and 0.500% per annum in respect of the undrawn portions of the
multiple draw term loan and the revolving credit facility, depending on the
respective undrawn amounts. SpectraSite Communications may be required to prepay
the credit facility in part upon the occurrence of certain events, such as a
sale of assets, the incurrence of certain additional indebtedness, the
termination of the SBC transaction or the generation of excess cashflow.

The credit facility contains a number of covenants that, among other
things, restrict SpectraSite Communications ability to incur additional
indebtedness; create liens on assets; make investments or acquisitions or engage
in mergers or consolidations; dispose of assets; enter into new lines of
business; engage in certain transactions with affiliates; and pay dividends or
make capital distributions. SpectraSite Communications, however, is permitted to
pay dividends for the purpose of paying interest on SpectraSites senior notes,
senior convertible notes and senior discount notes so long as no default under
the credit facility then exists or would exist after giving effect to such
payment. In addition, the credit facility requires compliance with certain
financial covenants, including a requirement that SpectraSite Communications and
its subsidiaries, on a consolidated basis, maintain a maximum ratio of total
debt to annualized EBITDA, a minimum interest coverage ratio and a minimum fixed
charge coverage ratio. At March 31, 2002, we were in compliance with these
covenants.

We continuously evaluate our capital structure in light of our capital
needs and market conditions and from time to time consider transactions to raise
additional capital, reduce or refinance our indebtedness or otherwise alter our
existing capital structure. These transactions often include the possibility of
issuing additional shares of common stock or securities convertible into shares
of common stock, which would dilute our existing stockholders. No assurances can
be given that any particular transaction will be completed nor can any
prediction or assurance be made regarding the possible impact of future
transactions on our business, results or capitalization.

Liquidity and Commitments

We had cash and cash equivalents of $85.6 million at March 31, 2002. We
also had $785.0 million outstanding under our credit facility at that date. The
remaining $515.0 million under the credit facility was undrawn. Our ability to
borrow under the credit facility is limited by the financial covenants regarding
the total debt to EBITDA and interest and fixed charge coverage ratios of
SpectraSite Communications and its subsidiaries. Under the terms of the credit
facility, we could spend approximately $168 million as of March 31, 2002 while
remaining in compliance with these covenants. Additional borrowings within these
covenants become available as our pro forma cash flow increases. The weighted
average interest rate on outstanding borrowings under the credit facility as of
March 31, 2001 was 5.29%.

Our ability to fund capital expenditures, make scheduled payments of
principal or pay interest on our debt obligations and our ability to refinance
any such debt obligations will depend on our future performance, including our
ability to generate cash flow from operations, which, to a certain extent,
depends on the demand for wireless services, developments in competing
technologies and our ability to co-locate new tenants, as well as general
economic, financial, competitive, legislative, regulatory and other factors,
many of which are beyond our control. While we have taken steps to reduce our
capital commitments, our business strategy continues to contemplate substantial
capital expenditures during the next year, primarily to fund the construction
and acquisition of additional communications towers. We believe that cash flow
from operations, available cash on hand and anticipated borrowings under our
credit facility will be sufficient to fund these capital expenditures. However,
if we make additional acquisitions or pursue other opportunities or if our
estimates prove inaccurate, we may seek additional sources of debt or equity
capital or reduce the scope of tower construction and acquisition activity. We
currently anticipate that, in order to pay the principal of our outstanding
indebtedness, or to redeem or repurchase such indebtedness upon a change of
control, as defined in the instruments governing our indebtedness, we will be
required to adopt one or more alternatives, such as refinancing our indebtedness
or selling our equity securities or the equity securities or assets of our
subsidiaries. We cannot assure you that we will generate sufficient cash flow
from operations or that future borrowings or equity or debt financings will be
available on terms acceptable to us, in amounts sufficient to service our
indebtedness and make anticipated capital expenditures.

15



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##### Table of Contents



The following table provides a summary of our material debt, lease and
other contractual commitments as of March 31, 2002.

|                                   |  |                                      |           |        |  |           |        |           |  |               |         |  |  |   |         |  |  |   |           | 
|---------------------------------- |  | ------------------------------------ | --------- | ------ |  | --------- | ------ | --------- |  | ------------- | ------- |  |  | - | ------- |  |  | - | --------- | 
|                                   |  | Payments Due by Period ($ thousands)
|                                   |  |                                     
|                                   |  |                                      |           |        |  | Less than |        |           |  |               |         |  |  |   |         |  |  |  
|Contractual Obligations            |  | Total                                |           | 1 year |  | 1-3 years |        | 4-5 years |  | After 5 years
|                                   |  |                                      |           |        |  |           |        |           |  |              
|Long-Term Debt                     |  | $                                    | 2,435,273 |        |  | $         |       |           |  | $             | 112,563 |  |  | $ | 197,437 |  |  | $ | 2,125,273 | 
|                                  
|                                  
|                                  
|                                  
|Capital Lease Payments             |  |                                      | 25,067    |        |  |           | 4,436  |           |  |               | 5,701   |  |  |   | 3,116   |  |  |   | 11,814    | 
|                                  
|                                  
|                                  
|                                  
|Operating Leases Payments          |  |                                      | 336,750   |        |  |           | 71,502 |           |  |               | 116,213 |  |  |   | 55,698  |  |  |   | 93,337    | 
|                                  
|                                  
|                                  
|                                  
|SBC Tower Purchase Commitment (1)  |  |                                      | 227,420   |        |  |           |       |           |  |               | 227,420 |  |  |   |        |  |  |   |          | 
|                                  
|                                  
|                                  
|                                  
|Other Contractual Obligations      |  |                                      | 8,768     |        |  |           | 8,768  |           |  |               |        |  |  |   |        |  |  |   |          | 
|                                   |  |                                      |           |        |  |           |        |           |  |               |         |  |  |   |         |  |  |   |           | 
|Total Contractual Cash Obligations |  | $                                    | 3,033,278 |        |  | $         | 84,706 |           |  | $             | 461,897 |  |  | $ | 256,251 |  |  | $ | 2,230,424 | 
|                                   |  |                                      |           |        |  |           |        |           |  |               |         |  |  |   |         |  |  |   |           | 



---

|(1) |  | Based on the average purchase price of towers previously acquired
from SBC.
|--- |  | ---------------------------------------------------------------------------

In addition, we had standby letters of credit of $2.1 million and
performance bonds of $14.1 million outstanding at March 31, 2002, most of which
expire within one year.

We expect to build approximately 800 towers over the next four years
for Cingular, an affiliate of SBC, pursuant to our build-to-suit agreement.
Based on the cost of towers built to date, we estimate that these towers will
cost from $150 million to $250 million in the aggregate.

Description of Critical Accounting Policies

The preparation of our financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported amounts of assets and
liabilities, revenues and expenses. We have identified the following critical
accounting policies that affect the more significant estimates and judgments
used in the preparation of our consolidated financial statements. On an on-going
basis, we evaluate our estimates, including those related to the matters
described below. These estimates are based on the information that is currently
available to us and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results could vary from those
estimates under different assumptions or conditions.

Revenue Recognition

Site leasing revenues are recognized when earned based on lease
agreements. Increases based on fixed escalation clauses that are included in
certain lease agreements are recognized on a straight-line basis over the term
of the lease. Network services revenues related to construction activities are
derived from service contracts that provide for billing on a time and materials
or fixed price basis. For time and material contracts, revenues are recognized
as services are performed. For fixed price contracts, we recognize revenue and
profit as work progresses using the percentage-of-completion method of
accounting, which relies on estimates of total expected contract revenues and
costs. We follow this method because reasonably dependable estimates of the
revenue and costs applicable to various stages of a contract can be made.
Because the financial reporting of these contracts depends on estimates, which
are assessed continually during the term of the contract, recognized revenues
and profit are subject to revisions as the contract progresses to completion.
Revisions in profit estimates are reflected in the period in which the facts
that give rise to the revision become known. Accordingly, favorable changes in
estimates result in additional revenue and profit recognition, and unfavorable
changes in estimates result in the reversal of previously recognized revenue and
profits. Provisions for estimated losses on uncompleted contracts are made in
the period in which such losses are determined.

Allowance for Uncollectible Accounts

We evaluate the collectibility of our accounts receivable based on a
combination of factors. In circumstances where we are aware of a specific
customers inability to meet its financial obligations to us (e.g., bankruptcy
filings, substantial down-grading of credit ratings), we record a specific
allowance against amounts due to reduce the net recognized receivable to the
amount we reasonably believe will be collected. For all other customers, we
reserve a percentage of the remaining outstanding accounts receivable balance
based on a review of the aging of customer balances, industry experience and the
current economic environment. If circumstances change (e.g., higher than
expected defaults or an unexpected material adverse change in one or more
significant customers ability to meet its financial obligations to us), our
estimates of the recoverability of amounts due us could be reduced by a material amount.

16



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##### Table of Contents



Capitalization of Internal Costs

Property and equipment, including towers, are recorded at cost and
depreciated over their estimated useful lives. We capitalize costs incurred in
bringing towers to an operational state. Costs clearly associated with the
acquisition, development and construction of towers is capitalized as a cost of
that tower. Indirect costs that relate to several towers are capitalized and
allocated to the towers to which the costs relate. Indirect costs that do not
clearly relate to projects under development or construction are charged to
expense as incurred. Estimates and cost allocations are reviewed at the end of
each financial reporting period. Costs are revised and reallocated as necessary
for material changes on the basis of current estimates.

Goodwill

The excess of the purchase price over the fair value of net assets
acquired in purchase business combinations has been recorded as goodwill. Prior
to January 1, 2002, goodwill was amortized over 15 years for purchase business
combinations consummated prior to June 30, 2001. For purchase business
combinations consummated subsequent to June 30, 2001, goodwill is not amortized,
but is evaluated for impairment on an annual basis or as impairment indicators
are identified, in accordance with Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets. Effective January 1, 2002, we
adopted SFAS 142, which establishes new accounting and reporting requirements
for goodwill and other intangible assets. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
annually, or more frequently if impairment indicators arise, for impairment.
Separable intangible assets that are not deemed to have an indefinite life will
continue to be amortized over their useful lives. The amortization provisions of
SFAS 142 requiring nonamortization of goodwill and indefinite lived intangible
assets apply to goodwill and indefinite lived intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, we ceased amortization on January 1, 2002. We performed the first
of the required impairment tests of goodwill by comparing the fair value of each
of our reporting units with its carrying value. Fair value was determined using
a discounted cash flow methodology. Based on our impairment tests, we recognized
an adjustment of $376.8 million, or $2.45 per share, to reduce the carrying
value of goodwill in our wireless services, broadcast tower, broadcast services
and building units to its implied value. Under SFAS 142, the impairment
adjustment recognized at adoption of the new rules was reflected as a cumulative
effect of accounting change in our first quarter 2002 income statement.
Impairment adjustments recognized after adoption, if any, generally are required
to be recognized as an operating expense.

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##### Table of Contents






ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We use financial instruments, including fixed and variable rate debt,
to finance our operations. The information below summarizes our market risks
associated with debt obligations outstanding as of March 31, 2002. The following
table presents principal cash flows and related weighted average interest rates
by fiscal year of maturity of our fixed rate debt.

|                       |                       |  |                        |   |      |  |      |   |      |  |      |   |            |  |       |   |  |  |   |   |  |  |   |           |   |  |   |           |  
|---------------------- | --------------------- |  | ---------------------- | - | ---- |  | ---- | - | ---- |  | ---- | - | ---------- |  | ----- | - |  |  | - | - |  |  | - | --------- | - |  | - | --------- | -
|                       |                       |  | Expected Maturity Date
|                       |                       |  |                       
|                       |                       |  | 2002                   |   | 2003 |  | 2004 |   | 2005 |  | 2006 |   | Thereafter |  | Total
|                       |                       |  |                        |   |      |  |      |   |      |  |      |   |            |  |      
|                       |                       |  | (dollars in thousands)
|Long-term obligations: |                       |  |                        |   |      |  |      |   |      |  |      |   |            |  |       |   |  |  |   |   |  |  |   |           |   |  |   |          
|                      
|                      
|                      
|                      
|                       | Fixed rate            |  | $                      |  |      |  | $    |  |      |  | $    |  |            |  | $     |  |  |  | $ |  |  |  | $ | 1,650,273 |   |  | $ | 1,650,273 |  
|                      
|                      
|                      
|                      
|                       | Average interest rate |  |                        |  |      |  |      |  |      |  |      |  |            |  |       |  |  |  |   |  |  |  |   | 11.26     | % |  |   | 11.26     | %

In addition, as of March 31, 2002, we had $785.0 million of variable
rate debt outstanding under our credit facility at a weighted average interest
rate of 5.29%. A 1% increase in the interest rate on our variable rate debt
would have increased interest expense by approximately $1.8 million in the three
months ended March 31, 2002.

18



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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

None.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In the first quarter of 2002, we issued 146,569 shares of unregistered
common to affiliates of SBC Communications in connection with the acquisition of
leasehold and subleasehold interests in 41 wireless communications towers from
SBC. The issuance of these securities was exempt from registration under the
Securities Act of 1933, in reliance on Section 4(2) of the Securities Act, as a
transaction by an issuer not involving a public offering. SBC represented its
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the instruments representing such securities. SBC had adequate
access to information about SpectraSite.




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.




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

None.




ITEM 5. OTHER INFORMATION

None.

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##### Table of Contents






ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|     |  |                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  |  | Exhibits                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|2.1  |  | Agreement to Sublease, dated as of August 25, 2000 (the SBC Agreement), by and among SBC Wireless,
Inc., for itself and on behalf of the Sublessor Entities, SpectraSite Holdings, Inc. (the Registrant)
and Southern Towers, Inc. (incorporated by reference to exhibit 10.1 to the Registrants report on Form
8-K dated August 25, 2000 and filed August 31, 2000).
|    
|    
|    
|    
|2.2  |  | Amendment No. 1 to the SBC Agreement, dated as of December 14, 2000 (incorporated by reference to exhibit
no. 2.8 to the registration statement on Form S-3 of the
Registrant, file no. 333-45728).                                                                                                                                                                       
|    
|    
|    
|    
|2.3  |  | Amendment No. 2 to the SBC Agreement dated November 14, 2001 (incorporated by reference to exhibit no.
2.5 to the Registrants Form 10-K for the year ended
December 31, 2001).                                                                                                                                                                                           
|    
|    
|    
|    
|2.4  |  | Amendment No. 3 to the SBC Agreement dated January 31, 2002 (incorporated by reference to exhibit no. 2.6
to the Registrants Form 10-K for the year ended
December 31, 2001).                                                                                                                                                                                            
|    
|    
|    
|    
|2.5  |  | Amendment No. 4 to the SBC Agreement dated February 25, 2002 (incorporated by reference to exhibit no.
2.7 to the Registrants Form 10-K for the year ended
December 31, 2001).                                                                                                                                                                                           
|    
|    
|    
|    
|3.1  |  | Second Amended and Restated Certificate of Incorporation (incorporated
by reference to exhibit 3.1 to the amended registration statement on
Form 8-A/A of the Registrant as filed on December 12, 2000).                                                                                                                                                                  
|    
|    
|    
|    
|3.2  |  | Amended Bylaws (incorporated by reference to exhibit 3.8 to the registration statement on Form S-1 of the
Registrant, file no. 333-93873).                                                                                                                                                                                                                                
|    
|    
|    
|    
|10.1 |  | Lease and Sublease, dated as of December 14, 2000, by and among SBC
Wireless, LLC, (SBCW), SBC Tower Holdings LLC, for itself and as
agent for certain affiliates of SBC, the Registrant and Southern
Towers, Inc. (incorporated by reference to exhibit no. 10.2 to the
Registrants Form 10-Q for the quarterly period ended March 31,
2001).                         
|    
|    
|    
|    
|10.2 |  | Agreement to Build to Suit (the Build to Suit Agreement), dated as of December 14, 2000, by and among
SBCW, for itself and as agent for certain of its affiliates, the Registrant and SpectraSite
Communications, Inc. (Communications) (incorporated by
reference to exhibit no. 10.3 to the
Registrants Form 10-Q for the quarterly period ended March 31,
2001).  
|    
|    
|    
|    
|10.3 |  | Amendment No. 1 to the Build to Suit Agreement, dated as of January 31, 2001, by and among SBCW, for
itself and as agent for the SBCW affiliates, the Registrant and
Communications (incorporated by reference to exhibit no. 10.4 to the
Registrants Form 10-Q for the quarterly period ended March 31,
2001).                                                          
|    
|    
|    
|    
|10.4 |  | Amendment No. 2 to the BTS Agreement, dated as of August 31, 2001 (incorporated by reference to exhibit
no. 10.16 to the Registrants Form 10-K for the year ended
December 31, 2001).                                                                                                                                                                                    
|    
|    
|    
|    
|(b)  |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                       
|    
|    
|    
|    
|     |  | None.                                                                                                                                                                                                                                                                                                                                                                     

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of the 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                  |  |                                                                                                          
|----------------- |  | ---------------------------------------------------------------------------------------------------------
|Date: May 8, 2002 |  | SPECTRASITE HOLDINGS, INC.
(Registrant)                                                                  
|                 
|                  |  | /s/ DAVID P. TOMICKDavid P. Tomick
Executive Vice President, Chief Financial Officer and
Secretary       
|                 
|                  |  |                                                                                                          
|                 
|                  |  | /s/ DANIEL I. HUNTDaniel I. Hunt
Vice President- Finance and Administration, Principal
Accounting Officer

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