##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2005o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___ to ___
 COMMISSION FILE NUMBER: 001-31769
 SpectraSite, Inc.
 (Exact Name of registrant as specified in its charter)
 Delaware
    
    4899
    
    56-2027322(State or jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation or organization)
    
    Classification Code Number)
    
    Identification Number)
 SpectraSite, Inc.     (Address and telephone number of principal executive offices and principal place of business
  Yes þ No o
  Yes þ No o
  Yes þ No o




---



##### 



INDEX
 PART I  FINANCIAL INFORMATIONITEM 1  FINANCIAL STATEMENTSCondensed Consolidated Balance Sheets at June 30, 2005 (unaudited) and December 31, 2004
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30,
2005 and 2004, and the six months ended June 30, 2005 and 2004
    
    
    4Unaudited Consolidated Statement of Stockholders Equity for the six months ended June 30, 2005
    
    
    5Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30,
2005 and the six months ended June 30, 2004
    
    
    6Notes to the Unaudited Condensed Consolidated Financial Statements
    
    
    7ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    23ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    47ITEM 4  CONTROLS AND PROCEDURES
    
    
    48PART II  OTHER INFORMATIONITEM 1  LEGAL PROCEEDINGS
    
    
    48ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    48ITEM 3  DEFAULTS UPON SENIOR SECURITIES
    
    
    49ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    49ITEM 5  OTHER INFORMATION
    
    
    50ITEM 6  EXHIBITS
    
    
    50SIGNATURES
    
    
    52EXHIBITS
    
    
    53
 2




---



##### 



PART I  FINANCIAL INFORMATION
 ITEM 1  FINANCIAL STATEMENTS
 SPECTRASITE, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30, 2005
    
    December 31, 2004(unaudited)(In thousands, except share and per shareamounts)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    88,629
    
    
    $
    34,649Accounts receivable, net of allowance of $5,225 and $5,882, respectively
    
    
    10,389
    
    
    
    9,061Prepaid expenses and other
    
    
    14,454
    
    
    
    13,855Total current assets
    
    
    113,472
    
    
    
    57,565Property and equipment, net
    
    
    1,134,640
    
    
    
    1,166,396Customer contracts, net
    
    
    146,930
    
    
    
    160,163Goodwill
    
    
    2,827
    
    
    
    Accrued straight-line rents receivable
    
    
    30,969
    
    
    
    25,461Other assets
    
    
    19,207
    
    
    
    21,487Total assets
    
    $
    1,448,045
    
    
    $
    1,431,072LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,809
    
    
    $
    7,050Accrued and other expenses
    
    
    31,875
    
    
    
    31,959Deferred revenue
    
    
    42,263
    
    
    
    45,668Current portion of credit facility
    
    
    4,000
    
    
    
    4,000Total current liabilities
    
    
    82,947
    
    
    
    88,677Long-term portion of credit facility
    
    
    544,000
    
    
    
    546,000Senior notes
    
    
    200,000
    
    
    
    200,000Deferred revenue, net of current portion
    
    
    18,645
    
    
    
    19,969Deferred straight-line lease expense
    
    
    45,420
    
    
    
    36,902Other long-term liabilities
    
    
    43,787
    
    
    
    42,205Total long-term liabilities
    
    
    851,852
    
    
    
    845,076Commitments and ContingenciesStockholders equity:Common stock, $0.01 par value, 250,000,000 shares authorized, 50,867,281 and
49,725,592 issued at June 30, 2005 and December 31, 2004, respectively
    
    
    509
    
    
    
    497Additional paid-in-capital
    
    
    732,223
    
    
    
    717,320Treasury stock at cost (3,679,881 shares at June 30, 2005 and December 31, 2004)
    
    
    (205,501
    )
    
    
    (196,050
    )Accumulated deficit
    
    
    (13,985
    )
    
    
    (24,448
    )Total stockholders equity
    
    
    513,246
    
    
    
    497,319Total liabilities and stockholders equity
    
    $
    1,448,045
    
    
    $
    1,431,072
  3




---



##### 



SPECTRASITE, INC. AND SUBSIDIARIES
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands, except share and per share amounts)Revenues
    
    $
    97,718
    
    
    $
    87,555
    
    
    $
    191,534
    
    
    $
    172,295Operating Expenses:Costs of operations, excluding depreciation,
amortization and accretion expenses
    
    
    31,468
    
    
    
    30,540
    
    
    
    62,976
    
    
    
    60,933Selling, general and administrative expenses
    
    
    14,471
    
    
    
    13,511
    
    
    
    29,641
    
    
    
    25,553Depreciation, amortization and accretion expenses
    
    
    29,242
    
    
    
    28,818
    
    
    
    59,829
    
    
    
    58,006Total operating expenses
    
    
    75,181
    
    
    
    72,869
    
    
    
    152,446
    
    
    
    144,492Operating income
    
    
    22,537
    
    
    
    14,686
    
    
    
    39,088
    
    
    
    27,803Other income (expense):Interest income
    
    
    490
    
    
    
    315
    
    
    
    756
    
    
    
    529Interest expense
    
    
    (11,884
    )
    
    
    (9,665
    )
    
    
    (23,488
    )
    
    
    (19,556
    )Other income (expense)
    
    
    (10,470
    )
    
    
    (514
    )
    
    
    3,543
    
    
    
    (2,098
    )Total other income (expense)
    
    
    (21,864
    )
    
    
    (9,864
    )
    
    
    (19,189
    )
    
    
    (21,125
    )Income from continuing operations before income taxes
    
    
    673
    
    
    
    4,822
    
    
    
    19,899
    
    
    
    6,678Income tax expense (benefit):Income tax  current
    
    
    289
    
    
    
    374
    
    
    
    576
    
    
    
    711Income tax  deferred
    
    
    (22
    )
    
    
    1,542
    
    
    
    7,285
    
    
    
    1,942Total income tax expense (benefit)
    
    
    267
    
    
    
    1,916
    
    
    
    7,861
    
    
    
    2,653Income from continuing operations
    
    
    406
    
    
    
    2,906
    
    
    
    12,038
    
    
    
    4,025Discontinued operations:Loss from operations of discontinued broadcast
services division
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )Loss on disposal of discontinued segment
    
    
    (1,825
    )
    
    
    
    
    
    
    (1,575
    )
    
    
    (343
    )Net income (loss)
    
    $
    (1,419
    )
    
    $
    2,906
    
    
    $
    10,463
    
    
    $
    3,558Basic earnings (loss) per share:Income from continuing operations
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.26
    
    
    $
    0.08Discontinued operations
    
    
    (0.04
    )
    
    
    
    
    
    
    (0.04
    )
    
    
    (0.01
    )Net income
(loss)
    
    $
    (0.03
    )
    
    $
    0.06
    
    
    $
    0.22
    
    
    $
    0.07Diluted earnings (loss) per share:Income from continuing operations
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.24
    
    
    $
    0.08Discontinued operations
    
    
    (0.04
    )
    
    
    
    
    
    
    (0.03
    )
    
    
    (0.01
    )Change in fair value of ASB contract (see Note 1)
    
    
    
    
    
    
    
    
    
    
    (0.11
    )
    
    
    Net income
(loss) (see Note 1)
    
    $
    (0.03
    )
    
    $
    0.06
    
    
    $
    0.10
    
    
    $
    0.07Weighted average common shares outstanding (basic)
    
    
    47,010
    
    
    
    48,421
    
    
    
    46,848
    
    
    
    48,150Weighted average common shares outstanding (diluted)
    
    
    47,010
    
    
    
    52,792
    
    
    
    50,325
    
    
    
    52,587
  4




---



##### 



SPECTRASITE, INC. AND SUBSIDIARIES
 UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 Common
    
    Additional
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalStock
    
    Paid-in
    
    Treasury Stock
    
    Accumulated
    
    StockholdersShares
    
    Amount
    
    Capital
    
    Shares
    
    Cost
    
    Deficit
    
    Equity(Dollars in thousands, except share amounts)Balance at December 31, 2004
    
    
    49,725,592
    
    
    $
    497
    
    
    $
    717,320
    
    
    
    3,679,881
    
    
    $
    (196,050
    )
    
    $
    (24,448
    )
    
    $
    497,319Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,463
    
    
    
    10,463Warrant and employee stock option exercises
    
    
    1,141,689
    
    
    
    12
    
    
    
    14,744
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,756Additional payment required under ASB contract
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,451
    )
    
    
    
    
    
    
    (9,451
    )Non-cash compensation charges
    
    
    
    
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159Balance at June 30, 2005
    
    
    50,867,281
    
    
    $
    509
    
    
    $
    732,223
    
    
    
    3,679,881
    
    
    $
    (205,501
    )
    
    $
    (13,985
    )
    
    $
    513,246
  5




---



##### 



SPECTRASITE, INC. AND SUBSIDIARIES
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,2005
    
    2004(In thousands)Operating activitiesNet income
    
    $
    10,463
    
    
    $
    3,558Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    51,849
    
    
    
    49,767Amortization of intangible assets
    
    
    5,956
    
    
    
    7,120Amortization of debt issuance costs
    
    
    1,260
    
    
    
    2,144Amortization of asset retirement obligation
    
    
    2,024
    
    
    
    1,119Non-cash compensation charges
    
    
    159
    
    
    
    261Write-off of debt issuance costs
    
    
    24
    
    
    
    7(Gain) loss on disposal of assets
    
    
    (1,463
    )
    
    
    790Write-off of customer contracts
    
    
    58
    
    
    
    624Gain on derivative instruments
    
    
    (1,336
    )
    
    
    Loss on disposal of discontinued operations
    
    
    1,575
    
    
    
    343Deferred income taxes
    
    
    7,285
    
    
    
    1,942Changes in operating assets and liabilities, net of acquisitions:Accounts receivable
    
    
    (1,328
    )
    
    
    (1,053
    )Prepaid expenses and other
    
    
    (6,308
    )
    
    
    (5,646
    )Accounts payable
    
    
    (2,325
    )
    
    
    (633
    )Other liabilities
    
    
    3,477
    
    
    
    11,156Net cash provided by operating activities
    
    
    71,370
    
    
    
    71,499Investing activitiesPurchases of property and equipment
    
    
    (20,712
    )
    
    
    (17,045
    )Acquisitions of towers and customer contracts
    
    
    
    
    
    
    (3,558
    )Disposal of discontinued operations, net of cash sold
    
    
    
    
    
    
    (551
    )Collection of notes receivable
    
    
    1,071
    
    
    
    Proceeds from the disposition of assets
    
    
    2,185
    
    
    
    1,156Acquisitions of businesses, net of cash acquired
    
    
    (2,761
    )
    
    
    Other, net
    
    
    (3
    )
    
    
    Net cash used in investing activities
    
    
    (20,220
    )
    
    
    (19,998
    )Financing activitiesProceeds from warrant and stock option exercises
    
    
    14,756
    
    
    
    14,591Payments of debt and capital leases
    
    
    (2,302
    )
    
    
    (625
    )Payments received on executive notes
    
    
    
    
    
    
    1,425Debt issuance costs
    
    
    (173
    )
    
    
    (457
    )Additional payment required under ASB contract
    
    
    (9,451
    )
    
    
    Net cash provided by financing activities
    
    
    2,830
    
    
    
    14,934Net increase in cash and cash equivalents
    
    
    53,980
    
    
    
    66,435Cash and cash equivalents at beginning of period
    
    
    34,649
    
    
    
    60,410Cash and cash equivalents at end of period
    
    $
    88,629
    
    
    $
    126,845Supplemental disclosures of cash flow information:Cash paid for interest (net of interest capitalized)
    
    $
    21,850
    
    
    $
    17,741Cash paid for income taxes
    
    $
    713
    
    
    $
    1,606Tower acquisitions applied against liability under SBC agreement
    
    $
    
    
    
    $
    1,322Supplemental disclosures of non-cash investing and financing activities:Interest capitalized
    
    $
    534
    
    
    $
    346Capital lease obligations incurred related to property and equipment, net
    
    $
    396
    
    
    $
    188
  6




---



##### 



1. Description of Business, Basis of Presentation and Significant Accounting Policies
  Basis of Presentation
  Unaudited Interim Financial Statements
  Restatement of Previously Issued Financial Statements
   Net Income for the
    
    Net Income for theThree Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,2004
    
    2004(In thousands)As previously reported
    
    $
    6,342
    
    
    $
    13,472Restatement adjustments:Non-cash ground rent expense
    
    
    (4,492
    )
    
    
    (9,142
    )Depreciation, amortization and accretion expenses
    
    
    (3,296
    )
    
    
    (7,068
    )Deferred income tax benefit
    
    
    4,208
    
    
    
    6,277Other(1)
    
    
    144
    
    
    
    19As restated
    
    $
    2,906
    
    
    $
    3,558
 
 (1)
    
    Consists of certain other corrected items, none of which was considered material individually
or in the aggregate. 7




---



##### 



Three Months Ended
    
    Six Months EndedJune 30, 2004
    
    June 30, 2004As
    
    
    
    
    
    AsPreviously
    
    As
    
    Previously
    
    AsReported
    
    Restated
    
    Reported
    
    Restated(In thousands, except per
    
    (In thousands, except pershare amounts)
    
    share amounts)Statement of Operations:Revenues
    
    $
    87,411
    
    
    $
    87,555
    
    
    $
    172,001
    
    
    $
    172,295Cost of operations, excluding depreciation,
amortization and accretion expenses
    
    
    26,048
    
    
    
    30,540
    
    
    
    51,791
    
    
    
    60,933Selling, general and administrative expenses
    
    
    13,511
    
    
    
    13,511
    
    
    
    25,553
    
    
    
    25,553Depreciation, amortization and accretion expenses
    
    
    25,522
    
    
    
    28,818
    
    
    
    50,938
    
    
    
    58,006Other expense, net
    
    
    9,864
    
    
    
    9,864
    
    
    
    20,850
    
    
    
    21,125Income tax expense
    
    
    6,124
    
    
    
    1,916
    
    
    
    8,930
    
    
    
    2,653Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    467
    
    
    
    467Net income
    
    $
    6,342
    
    
    $
    2,906
    
    
    $
    13,472
    
    
    $
    3,558Basic income per share
    
    $
    0.13
    
    
    $
    0.06
    
    
    $
    0.28
    
    
    $
    0.07Diluted income per share
    
    $
    0.12
    
    
    $
    0.06
    
    
    $
    0.26
    
    
    $
    0.07
 June 30, 2004AsPreviously
    
    AsReported
    
    Restated(In thousands)Balance Sheet:Current assets
    
    $
    150,971
    
    
    $
    150,971Property and equipment, net
    
    
    1,180,731
    
    
    
    1,161,673Other assets
    
    
    211,826
    
    
    
    219,793Total long-term assets
    
    
    1,392,557
    
    
    
    1,381,466Total assets
    
    $
    1,543,528
    
    
    $
    1,532,437Current liabilities
    
    $
    143,770
    
    
    $
    144,910Long-term portion of credit facility
    
    
    439,155
    
    
    
    439,155Senior notes
    
    
    200,000
    
    
    
    200,000Other long-term liabilities
    
    
    61,121
    
    
    
    88,217Stockholders equity
    
    
    699,482
    
    
    
    660,155Total liabilities and stockholders equity
    
    $
    1,543,528
    
    
    $
    1,532,437
 Use of Estimates
  Cash and Cash Equivalents
  Revenue Recognition
  8




---



##### 



Deferred Revenue
  Allowance for Uncollectible Accounts
  Six MonthsEndedJune 30, 2005(In thousands)Beginning allowance
    
    $
    5,882Provisions for uncollectible accounts
    
    
    1,695Write-offs of uncollectible accounts
    
    
    (2,352
    )Ending allowance
    
    $
    5,225
 Costs of Operations
  Investments in Other Entities
  9




---



##### 



Property and Equipment
 Accounting for Asset Retirement Obligation
  YearsWireless towers
    
    
    15Broadcast towers and tower components
    
    
    10-30Equipment
    
    
    3-15Buildings
    
    
    39
 Goodwill
 Goodwill and Other Intangible Assets
 Intangible Assets Subject to Amortization
 Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code
 Customer Contracts
  10




---



##### 



Balance
    
    
    
    
    
    Deferred Tax
    
    
    
    
    
    BalanceJanuary 1, 2005
    
    Amortization
    
    Benefit Reduction
    
    Write-offs
    
    June 30, 2005(In thousands)Customer contracts
    
    $
    184,047
    
    
    $
    
    
    
    $
    (7,285
    )
    
    $
    (62
    )
    
    $
    176,700Accumulated amortization
    
    
    (23,884
    )
    
    
    (5,890
    )
    
    
    
    
    
    
    4
    
    
    
    (29,770
    )Customer contracts, net
    
    $
    160,163
    
    
    $
    (5,890
    )
    
    $
    (7,285
    )
    
    $
    (58
    )
    
    $
    146,930
  Right to Lease Agreements
  Balance
    
    
    
    
    
    
    
    
    
    BalanceJanuary 1, 2005
    
    Additions
    
    Amortization
    
    June 30, 2005(In thousands)Right to lease agreements
    
    $
    575
    
    
    $
    75
    
    
    $
    
    
    
    $
    650Accumulated amortization
    
    
    (84
    )
    
    
    
    
    
    
    (60
    )
    
    
    (144
    )Right to lease agreements, net
    
    $
    491
    
    
    $
    75
    
    
    $
    (60
    )
    
    $
    506
  Debt Issuance Costs
   Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceJanuary 1, 2005
    
    Additions
    
    Amortization
    
    Write-offs
    
    June 30, 2005(In thousands)Credit facility
    
    $
    10,927
    
    
    $
    163
    
    
    $
    (783
    )
    
    $
    (24
    )
    
    $
    10,283Senior notes
    
    
    5,079
    
    
    
    10
    
    
    
    (477
    )
    
    
    
    
    
    
    4,612Debt issuance costs, net
    
    $
    16,006
    
    
    $
    173
    
    
    $
    (1,260
    )
    
    $
    (24
    )
    
    $
    14,895
 Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
 Derivative Financial Instruments
 Accounting for Derivative Instruments and Hedging
Activities Accounting for Certain Instruments and Certain Hedging Activities Amendment of Statement 133 on
Derivative Instruments and Hedging Activities
 11




---



##### 



Liabilities under SBC Agreement
  Assets Held for Sale and Discontinued Operations
 Statement of Cash Flows,
 12




---



##### 



Significant Customers
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(Dollars in thousands)Significant Customer RevenueCingular Wireless*
    
    $
    30,141
    
    
    $
    27,132
    
    
    $
    60,662
    
    
    $
    53,464% Total Consolidated Revenue
    
    
    31
    %
    
    
    31
    %
    
    
    32
    %
    
    
    31
    %Nextel and affiliates**
    
    $
    28,021
    
    
    $
    24,277
    
    
    $
    53,874
    
    
    $
    48,250% Total Consolidated Revenue
    
    
    29
    %
    
    
    28
    %
    
    
    28
    %
    
    
    28
    %Sprint**
    
    $
    5,387
    
    
    $
    4,151
    
    
    $
    10,617
    
    
    $
    7,924% Total Consolidated Revenue
    
    
    6
    %
    
    
    5
    %
    
    
    6
    %
    
    
    5
    %Total Consolidated Revenue
    
    $
    97,718
    
    
    $
    87,555
    
    
    $
    191,534
    
    
    $
    172,295
 
 *
    
    As of October 27, 2004, Cingular Wireless merged with AT&T Wireless. As of June 30, 2005, we
have 507 wireless sites where Cingular Wireless and AT&T Wireless are both located pursuant to
separate licensing agreements. Revenues shown above include both Cingular Wireless and AT&T
Wireless.**
    
    As of December 16, 2004, Sprint and Nextel entered into a merger agreement which has not yet
closed. Revenues from Sprint are included above for informational purposes. As of June 30,
2005, we have 634 wireless sites where Sprint and Nextel are both located pursuant to separate
licensing agreements. Restructuring and Non-recurring Charges
  Liability (asset)
    
    
    
    
    
    
    
    
    
    Liability (asset)as of
    
    
    
    
    
    
    
    
    
    as ofJanuary 1,
    
    Additions/
    
    Cash
    
    June 30,2005
    
    (Reductions)
    
    Payments, net
    
    2005(In thousands)Accrued restructuring liabilities:Reduced tower acquisition and developmentEmployee severance
    
    $
    21
    
    
    $
    (4
    )
    
    $
    (17
    )
    
    $
    Lease termination and office closing
    
    
    (204
    )
    
    
    (27
    )
    
    
    124
    
    
    
    (107
    )(183
    )
    
    
    (31
    )
    
    
    107
    
    
    
    (107
    )Cingular Wireless build-to-suit terminationLease termination and office closing
    
    
    685
    
    
    
    (23
    )
    
    
    (254
    )
    
    
    408685
    
    
    
    (23
    )
    
    
    (254
    )
    
    
    408Total
    
    $
    502
    
    
    $
    (54
    )
    
    $
    (147
    )
    
    $
    301
 Accounting for Income Taxes
  13




---



##### 



Earnings Per Share
 Earnings per Share
 Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Weighted average common shares outstanding (basic)
    
    
    47,010
    
    
    
    48,421
    
    
    
    46,848
    
    
    
    48,150Effect of dilutive stock options
    
    
    
    
    
    
    2,888
    
    
    
    1,894
    
    
    
    2,994Effect of dilutive warrants and awards
    
    
    
    
    
    
    1,483
    
    
    
    1,583
    
    
    
    1,443Weighted average common shares outstanding (diluted)
    
    
    47,010
    
    
    
    52,792
    
    
    
    50,325
    
    
    
    52,587
 Effect of Contracts That May Be Settled in Stock or Cash on the Computation of Diluted Earnings per
Share
 Six MonthsEndedJune 30, 2005(In thousands, except per shareamounts)Net income
    
    $
    10,463Change in fair value of the ASB contract
    
    
    (5,570
    )$
    4,893Diluted earnings per share:Income from continuing operations
    
    $
    0.24Discontinued operations
    
    
    (0.03
    )Change in fair value of the ASB contract
    
    
    (0.11
    )Diluted earnings per share
    
    $
    0.10
 14




---



##### 



Stock Options and Awards
 Accounting for Stock Based Compensation Accounting for Stock Based Compensation  Transition and Disclosure Accounting for Stock Issued to Employees
    Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands, except per share amounts)Reported net (loss) income
    
    $
    (1,419
    )
    
    $
    2,906
    
    
    $
    10,463
    
    
    $
    3,558Add: Total stock-based employee
compensation expense included in
reported net income, net of related
tax effect
    
    
    48
    
    
    
    158
    
    
    
    96
    
    
    
    158Deduct: Total stock-based employee
compensation expense determined
under the fair value based method
for all awards, net of related tax
effect
    
    
    (1,462
    )
    
    
    (993
    )
    
    
    (2,913
    )
    
    
    (1,839
    )Pro forma net (loss) income
    
    $
    (2,833
    )
    
    $
    2,071
    
    
    $
    7,646
    
    
    $
    1,877Basic earnings per share:Reported net income (loss) per share
    
    $
    (0.03
    )
    
    $
    0.06
    
    
    $
    0.22
    
    
    $
    0.07Pro forma net income (loss) per share
    
    $
    (0.06
    )
    
    $
    0.04
    
    
    $
    0.16
    
    
    $
    0.04Diluted earnings per share:Reported net income (loss) per share
    
    $
    (0.03
    )
    
    $
    0.06
    
    
    $
    0.10
    
    
    $
    0.07Pro forma net income (loss) per share
    
    $
    (0.06
    )
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.04
  15




---



##### 



Share Repurchase Plan
    Treasury Stock
  Asset Retirement Obligations
  Balance
    
    
    
    
    
    
    
    
    
    Revisions in
    
    BalanceJanuary 1,
    
    Additions/
    
    Accretion
    
    Estimated
    
    June 30,2004
    
    (Reductions)
    
    Expense
    
    Cash Flows
    
    2004(In thousands)Asset retirement obligations
    
    $
    37,521
    
    
    $
    
    
    
    $
    1,119
    
    
    $
    (104
    )
    
    $
    38,536
 Balance
    
    
    
    
    
    
    
    
    
    Revisions in
    
    BalanceJanuary 1,
    
    Additions/
    
    Accretion
    
    Estimated
    
    June 30,2005
    
    (Reductions)
    
    Expense
    
    Cash Flows
    
    2005(In thousands)Asset retirement obligations
    
    $
    41,549
    
    
    $
    64
    
    
    $
    2,024
    
    
    $
    (418
    )
    
    $
    43,219
 Commitments and Contingencies
  16




---



##### 



Reclassifications
  2. Property and Equipment
  June 30,
    
    December 31,2005
    
    2004(In thousands)Towers
    
    $
    1,247,735
    
    
    $
    1,243,258Equipment
    
    
    40,534
    
    
    
    32,158Land
    
    
    29,780
    
    
    
    21,078Buildings
    
    
    25,979
    
    
    
    26,292Other
    
    
    14,637
    
    
    
    11,6271,358,665
    
    
    
    1,334,413Less accumulated depreciation
    
    
    (241,282
    )
    
    
    (189,643
    )1,117,383
    
    
    
    1,144,770Construction in progress
    
    
    17,257
    
    
    
    21,626Property and equipment, net
    
    $
    1,134,640
    
    
    $
    1,166,396
 3. Recently Issued Accounting Pronouncements
 Share Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees. Statement of Cash Flows.
 
    
    A modified prospective method in which compensation cost is recognized beginning with
the effective date (a) based on the requirements of SFAS 123(R) for all share-based
payments granted after the effective date and (b) based on the requirements of SFAS 123 for
all awards granted to employees and directors prior to the effective date of SFAS 123(R)
that remain unvested on the effective date.
    
    A modified retrospective method which includes the requirements of the modified
prospective method described above, but also permits entities to restate based on the
amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either
(a) all prior periods presented or (b) prior interim periods of the year of adoption.
  4. Acquisition and Disposition Activities
 General
 17




---



##### 



2005 Acquisitions SpectraSite Outdoor Distributed Antenna System Networks
   Fair Value as ofJanuary 12, 2005(In thousands)Current assets
    
    $
    13Property and equipment, net
    
    
    4Goodwill
    
    
    2,827Total assets acquired
    
    $
    2,844Current liabilities
    
    $
    (73
    )Total liabilities assumed
    
    $
    (73
    )Net assets acquired
    
    $
    2,771
  2004 Acquisitions  SBC transaction
  5. Financing Transactions
 Credit Facility
  18




---



##### 




    
    a $200.0 million undrawn revolving credit facility, against which $4.6 million of
letters of credit are outstanding, maturing on November 19, 2011;
    
    a $300.0 million multiple draw term loan that has $150.0 million outstanding and which
must be repaid in quarterly installments which begin on December 31, 2006 and end on
November 19, 2011; and
    
    a $398.0 million term loan that is fully drawn and which must be repaid in quarterly
installments which began on March 31, 2005 and end on May 19, 2012.
   Maturities(In thousands)2005
    
    $
    2,0002006
    
    
    7,7502007
    
    
    20,8752008
    
    
    28,3752009
    
    
    34,000Thereafter
    
    
    455,000Total
    
    $
    548,000
      19




---



##### 



Amount Drawn
    
    UndrawnMultiple
    
    
    
    
    
    
    
    
    
    RevolvingDraw
    
    
    
    
    
    
    
    
    
    Credit FacilityTerm Loan
    
    Term Loan
    
    Total
    
    Commitment(In thousands)Balance, December 31, 2004
    
    $
    150,000
    
    
    $
    400,000
    
    
    $
    550,000
    
    
    $
    200,000Repayments
    
    
    
    
    
    
    (2,000
    )
    
    
    (2,000
    )
    
    
    Balance, June 30, 2005
    
    $
    150,000
    
    
    $
    398,000
    
    
    $
    548,000
    
    
    $
    200,000
 8 1/4% Senior Notes Due 2010 (8 1/4% Senior Notes)
  Letters of Credit and Performance Bonds
  6. Business Segments
    20




---



##### 



Wireless
    
    Broadcast
    
    Other
    
    Total(In thousands)Three months ended June 30, 2005Revenues
    
    $
    91,318
    
    
    $
    6,400
    
    
    $
    
    
    
    $
    97,718Adjusted EBITDA
    
    $
    54,269
    
    
    $
    5,501
    
    
    $
    (18,461
    )
    
    $
    41,309Assets
    
    $
    1,240,032
    
    
    $
    102,526
    
    
    $
    105,487
    
    
    $
    1,448,045Goodwill
    
    $
    2,827
    
    
    $
    
    
    
    $
    
    
    
    $
    2,827Additions to property and equipment
    
    $
    9,327
    
    
    $
    1,314
    
    
    $
    979
    
    
    $
    11,620Three months ended June 30, 2004Revenues
    
    $
    81,793
    
    
    $
    5,762
    
    
    $
    
    
    
    $
    87,555Adjusted EBITDA
    
    $
    46,590
    
    
    $
    4,805
    
    
    $
    (8,405
    )
    
    $
    42,990Assets
    
    $
    1,297,256
    
    
    $
    92,313
    
    
    $
    142,868
    
    
    $
    1,532,437Additions to property and equipment
    
    $
    9,969
    
    
    $
    1,102
    
    
    $
    1,022
    
    
    $
    12,093Six months ended June 30, 2005Revenues
    
    $
    179,273
    
    
    $
    12,261
    
    
    $
    
    
    
    $
    191,534Adjusted EBITDA
    
    $
    106,094
    
    
    $
    16,640
    
    
    $
    (20,274
    )
    
    $
    102,460Assets
    
    $
    1,240,032
    
    
    $
    102,526
    
    
    $
    105,487
    
    
    $
    1,448,045Goodwill
    
    $
    2,827
    
    
    $
    
    
    
    $
    
    
    
    $
    2,827Additions to property and equipment
    
    $
    17,415
    
    
    $
    1,654
    
    
    $
    2,039
    
    
    $
    21,108Six months ended June 30, 2004Revenues
    
    $
    160,883
    
    
    $
    11,412
    
    
    $
    
    
    
    $
    172,295Adjusted EBITDA
    
    $
    89,646
    
    
    $
    9,630
    
    
    $
    (15,565
    )
    
    $
    83,711Assets
    
    $
    1,297,256
    
    
    $
    92,313
    
    
    $
    142,868
    
    
    $
    1,532,437Additions to property and equipment
    
    $
    13,000
    
    
    $
    2,284
    
    
    $
    2,053
    
    
    $
    17,337
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Adjusted EBITDA:Corporate selling, general and
administrative expenses, excluding
corporate non-cash compensation
charges
    
    $
    (7,940
    )
    
    $
    (7,475
    )
    
    $
    (16,929
    )
    
    $
    (13,522
    )Corporate non-cash compensation charges
    
    
    (80
    )
    
    
    (261
    )
    
    
    (159
    )
    
    
    (261
    )Corporate other income (expense)
    
    
    (10,441
    )
    
    
    (669
    )
    
    
    (3,186
    )
    
    
    (1,782
    )Total Adjusted EBITDA
    
    $
    (18,461
    )
    
    $
    (8,405
    )
    
    $
    (20,274
    )
    
    $
    (15,565
    )
 Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Assets:Cash and cash equivalents
    
    $
    88,629
    
    
    $
    126,845
    
    
    $
    88,629
    
    
    $
    126,845Debt issuance costs
    
    
    14,895
    
    
    
    16,023
    
    
    
    14,895
    
    
    
    16,023Derivative financial instruments
    
    
    1,963
    
    
    
    
    
    
    
    1,963
    
    
    
    Total assets
    
    $
    105,487
    
    
    $
    142,868
    
    
    $
    105,487
    
    
    $
    142,868
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Income from continuing operations before income taxes
    
    $
    673
    
    
    $
    4,822
    
    
    $
    19,899
    
    
    $
    6,678Add: Depreciation, amortization and accretion expenses
    
    
    29,242
    
    
    
    28,818
    
    
    
    59,829
    
    
    
    58,006Less: Interest income
    
    
    (490
    )
    
    
    (315
    )
    
    
    (756
    )
    
    
    (529
    )Add: Interest expense
    
    
    11,884
    
    
    
    9,665
    
    
    
    23,488
    
    
    
    19,556Adjusted EBITDA
    
    $
    41,309
    
    
    $
    42,990
    
    
    $
    102,460
    
    
    $
    83,711
 21




---



##### 



7. Subsequent Events
 Restricted Stock Awards
  Cash Tender Offer
   Credit Facility Amendment
  Approval of Merger with American Tower
  22




---



##### 



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion in conjunction with Risk Factors and our unaudited
condensed consolidated financial statements included elsewhere in this report. Some of the
statements in the following discussion are forward-looking statements. See Special Note Regarding
Forward-Looking Statements.
 Executive Overview
       23




---



##### 



Proposed Merger with American Tower Corporation
   Discontinued Operations
  Tower Acquisitions and Dispositions
    24




---



##### 



Share Repurchase Plan
    25




---



##### 



Results of Operations
 Three Months Ended June 30, 2005 and the Three Months Ended June 30, 2004
  Three Months Ended%
    
    
    
    
    
    %of
    
    
    
    
    
    ofJune 30,
    
    Total
    
    June 30,
    
    Total
    
    $
    
    %2005
    
    Revenues
    
    2004
    
    Revenues
    
    Change
    
    Change(Dollars in thousands)Revenues:Wireless
    
    $
    91,318
    
    
    
    93
    
    
    $
    81,793
    
    
    
    93
    
    
    $
    9,525
    
    
    
    12Broadcast
    
    
    6,400
    
    
    
    7
    
    
    
    5,762
    
    
    
    7
    
    
    
    638
    
    
    
    11Total revenues
    
    
    97,718
    
    
    
    100
    
    
    
    87,555
    
    
    
    100
    
    
    
    10,163
    
    
    
    12Operating expenses:Cost of operations, excluding depreciation, amortization and accretion expenses:Wireless
    
    
    30,805
    
    
    
    32
    
    
    
    29,829
    
    
    
    34
    
    
    
    976
    
    
    
    3Broadcast
    
    
    663
    
    
    
    1
    
    
    
    711
    
    
    
    1
    
    
    
    (48
    )
    
    
    (7
    )Total cost of operations, excluding depreciation, amortization and accretion expenses
    
    
    31,468
    
    
    
    32
    
    
    
    30,540
    
    
    
    35
    
    
    
    928
    
    
    
    3Selling, general and administrative expenses:Wireless
    
    
    6,215
    
    
    
    6
    
    
    
    5,529
    
    
    
    6
    
    
    
    686
    
    
    
    12Broadcast
    
    
    236
    
    
    
    
    
    
    
    247
    
    
    
    
    
    
    
    (11
    )
    
    
    (4
    )Other
    
    
    8,020
    
    
    
    8
    
    
    
    7,735
    
    
    
    9
    
    
    
    285
    
    
    
    4Total selling, general and administrative expenses
    
    
    14,471
    
    
    
    15
    
    
    
    13,511
    
    
    
    15
    
    
    
    960
    
    
    
    7Depreciation, amortization and accretion expenses:Wireless
    
    
    27,394
    
    
    
    28
    
    
    
    28,156
    
    
    
    32
    
    
    
    (762
    )
    
    
    (3
    )Broadcast
    
    
    1,848
    
    
    
    2
    
    
    
    662
    
    
    
    1
    
    
    
    1,186
    
    
    
    179Total depreciation, amortization and accretion expenses
    
    
    29,242
    
    
    
    30
    
    
    
    28,818
    
    
    
    33
    
    
    
    424
    
    
    
    1Total operating expenses
    
    
    75,181
    
    
    
    77
    
    
    
    72,869
    
    
    
    83
    
    
    
    2,312
    
    
    
    3Operating income
    
    
    22,537
    
    
    
    23
    
    
    
    14,686
    
    
    
    17
    
    
    
    7,851
    
    
    
    53Other income (expense):Interest income
    
    
    490
    
    
    
    1
    
    
    
    315
    
    
    
    
    
    
    
    175
    
    
    
    56Interest expense
    
    
    (11,884
    )
    
    
    (12
    )
    
    
    (9,665
    )
    
    
    (11
    )
    
    
    (2,219
    )
    
    
    23Other expense
    
    
    (10,470
    )
    
    
    (11
    )
    
    
    (514
    )
    
    
    (1
    )
    
    
    (9,956
    )
    
    
    1,937Total other income (expense)
    
    
    (21,864
    )
    
    
    (22
    )
    
    
    (9,864
    )
    
    
    (11
    )
    
    
    (12,000
    )
    
    
    122Income from continuing operations before income taxes
    
    
    673
    
    
    
    1
    
    
    
    4,822
    
    
    
    6
    
    
    
    (4,149
    )
    
    
    (86
    )Income tax expense:Income tax  current
    
    
    289
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    (85
    )
    
    
    (23
    )Income tax  deferred
    
    
    (22
    )
    
    
    
    
    
    
    1,542
    
    
    
    2
    
    
    
    (1,564
    )
    
    
    (101
    )Total income tax expense
    
    
    267
    
    
    
    
    
    
    
    1,916
    
    
    
    2
    
    
    
    (1,649
    )
    
    
    (86
    )Income from continuing operations
    
    
    406
    
    
    
    
    
    
    
    2,906
    
    
    
    3
    
    
    
    (2,500
    )
    
    
    (86
    )Discontinued operations (net of income taxes):Loss from disposal of discontinued segment, net of income tax expense
    
    
    (1,825
    )
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (1,825
    )
    
    
    100Net income
    
    $
    (1,419
    )
    
    
    (1
    )
    
    $
    2,906
    
    
    
    3
    
    
    $
    (4,325
    )
    
    
    (149
    )Adjusted EBITDA:Wireless
    
    
    54,269
    
    
    
    56
    
    
    
    46,590
    
    
    
    53
    
    
    
    7,679
    
    
    
    16Broadcast
    
    
    5,501
    
    
    
    6
    
    
    
    4,805
    
    
    
    5
    
    
    
    696
    
    
    
    14Other:Corporate selling, general and administrative expenses, non-cash compensation charges and other expenses
    
    
    (18,461
    )
    
    
    (19
    )
    
    
    (8,405
    )
    
    
    (10
    )
    
    
    (10,056
    )
    
    
    120Total Adjusted EBITDA
    
    $
    41,309
    
    
    
    42
    
    
    $
    42,990
    
    
    
    49
    
    
    $
    (1,681
    )
    
    
    (4
    )
 26




---



##### 



Three Months
    
    Three MonthsEnded
    
    EndedJune 30, 2005
    
    June 30, 2004(Dollars in thousands)Significant Customer RevenueCingular Wireless*
    
    $
    30,141
    
    
    $
    27,132% Total Consolidated Revenue
    
    
    31
    %
    
    
    31
    %Nextel and affiliates**
    
    $
    28,021
    
    
    $
    24,277% Total Consolidated Revenue
    
    
    29
    %
    
    
    28
    %Sprint**
    
    $
    5,387
    
    
    $
    4,151% Total Consolidated Revenue
    
    
    6
    %
    
    
    5
    %Total Consolidated Revenue
    
    $
    97,718
    
    
    $
    87,555
 
 *
    
    As of October 27, 2004, Cingular Wireless merged with AT&T Wireless. As of June 30, 2005, we
have 507 wireless sites where Cingular Wireless and AT&T Wireless are both located pursuant to
separate licensing agreements. Revenues shown above include both Cingular Wireless and AT&T
Wireless.**
    
    As of December 16, 2004, Sprint and Nextel entered into a merger agreement which has not yet
closed. Revenues from Sprint are included above for informational purposes. As of June 30,
2005, we have 634 wireless sites where Sprint and Nextel are both located pursuant to separate
licensing agreements. Revenues.
  Costs of Operations, Excluding Depreciation, Amortization and Accretion Expenses.
 Selling, General and Administrative Expenses.
 27




---



##### 



Depreciation, Amortization and Accretion Expenses.
 Other Income (Expense).
  Interest Expense.
 Income Tax Expense.
 Discontinued Operations.
 28




---



##### 



Six Months Ended June 30, 2005 and the Six Months Ended June 30, 2004
  Six Months Ended%
    
    
    
    
    
    %of
    
    
    
    
    
    ofJune 30,
    
    Total
    
    June 30,
    
    Total
    
    $
    
    %2005
    
    Revenues
    
    2004
    
    Revenues
    
    Change
    
    Change(Dollars in thousands)Revenues:Wireless
    
    $
    179,273
    
    
    
    94
    
    
    $
    160,884
    
    
    
    93
    
    
    $
    18,389
    
    
    
    11Broadcast
    
    
    12,261
    
    
    
    6
    
    
    
    11,411
    
    
    
    7
    
    
    
    850
    
    
    
    7Total revenues
    
    
    191,534
    
    
    
    100
    
    
    
    172,295
    
    
    
    100
    
    
    
    19,239
    
    
    
    11Operating expenses:Cost of operations, excluding depreciation, amortization and accretion expenses:Wireless
    
    
    61,626
    
    
    
    32
    
    
    
    59,626
    
    
    
    35
    
    
    
    2,000
    
    
    
    3Broadcast
    
    
    1,350
    
    
    
    1
    
    
    
    1,307
    
    
    
    1
    
    
    
    43
    
    
    
    3Total cost of operations, excluding depreciation, amortization and accretion expenses
    
    
    62,976
    
    
    
    33
    
    
    
    60,933
    
    
    
    35
    
    
    
    2,043
    
    
    
    3Selling, general and administrative expenses:Wireless
    
    
    12,063
    
    
    
    6
    
    
    
    11,292
    
    
    
    7
    
    
    
    771
    
    
    
    7Broadcast
    
    
    490
    
    
    
    
    
    
    
    475
    
    
    
    
    
    
    
    15
    
    
    
    3Other
    
    
    17,088
    
    
    
    9
    
    
    
    13,786
    
    
    
    8
    
    
    
    3,302
    
    
    
    24Total selling, general and administrative expenses
    
    
    29,641
    
    
    
    15
    
    
    
    25,553
    
    
    
    15
    
    
    
    4,088
    
    
    
    16Depreciation, amortization and accretion expenses:Wireless
    
    
    56,879
    
    
    
    30
    
    
    
    56,725
    
    
    
    33
    
    
    
    154
    
    
    
    Broadcast
    
    
    2,950
    
    
    
    2
    
    
    
    1,281
    
    
    
    1
    
    
    
    1,669
    
    
    
    130Total depreciation, amortization and accretion expenses
    
    
    59,829
    
    
    
    31
    
    
    
    58,006
    
    
    
    34
    
    
    
    1,823
    
    
    
    3Total operating expenses
    
    
    152,446
    
    
    
    80
    
    
    
    144,492
    
    
    
    84
    
    
    
    7,954
    
    
    
    6Operating income
    
    
    39,088
    
    
    
    20
    
    
    
    27,803
    
    
    
    16
    
    
    
    11,285
    
    
    
    41Other income (expense):Interest income
    
    
    756
    
    
    
    
    
    
    
    529
    
    
    
    
    
    
    
    227
    
    
    
    43Interest expense
    
    
    (23,488
    )
    
    
    (12
    )
    
    
    (19,556
    )
    
    
    (11
    )
    
    
    (3,932
    )
    
    
    20Other income (expense)
    
    
    3,543
    
    
    
    2
    
    
    
    (2,098
    )
    
    
    (1
    )
    
    
    5,641
    
    
    
    (269
    )Total other income (expense )
    
    
    (19,189
    )
    
    
    (10
    )
    
    
    (21,125
    )
    
    
    (12
    )
    
    
    1,936
    
    
    
    (9
    )Income from continuing operations before income taxes
    
    
    19,899
    
    
    
    10
    
    
    
    6,678
    
    
    
    4
    
    
    
    13,221
    
    
    
    198Income tax expense:Income tax  current
    
    
    576
    
    
    
    
    
    
    
    711
    
    
    
    
    
    
    
    (135
    )
    
    
    (19
    )Income tax  deferred
    
    
    7,285
    
    
    
    4
    
    
    
    1,942
    
    
    
    1
    
    
    
    5,343
    
    
    
    275Total income tax expense
    
    
    7,861
    
    
    
    4
    
    
    
    2,653
    
    
    
    2
    
    
    
    5,208
    
    
    
    196Income from continuing operations
    
    
    12,038
    
    
    
    6
    
    
    
    4,025
    
    
    
    2
    
    
    
    8,013
    
    
    
    199Discontinued operations (net of income taxes):Loss from operations of discontinued broadcast services division, net of income tax expense
    
    
    
    
    
    
    
    
    
    
    (124
    )
    
    
    
    
    
    
    124
    
    
    
    (100
    )Loss from disposal of discontinued segment, net of income tax expense
    
    
    (1,575
    )
    
    
    (1
    )
    
    
    (343
    )
    
    
    
    
    
    
    (1,232
    )
    
    
    359Net income
    
    $
    10,463
    
    
    
    5
    
    
    $
    3,558
    
    
    
    2
    
    
    $
    6,905
    
    
    
    194Adjusted EBITDA:Wireless
    
    
    106,094
    
    
    
    55
    
    
    
    89,646
    
    
    
    52
    
    
    
    16,448
    
    
    
    18Broadcast
    
    
    16,640
    
    
    
    9
    
    
    
    9,630
    
    
    
    6
    
    
    
    7,010
    
    
    
    73Other:Corporate selling, general and administrative expenses, non-cash compensation charges and other expenses
    
    
    (20,274
    )
    
    
    (11
    )
    
    
    (15,565
    )
    
    
    (9
    )
    
    
    (4,709
    )
    
    
    30Total Adjusted EBITDA
    
    $
    102,460
    
    
    
    53
    
    
    $
    83,711
    
    
    
    49
    
    
    $
    18,749
    
    
    
    22
 29




---



##### 



Six Months
    
    Six MonthsEnded
    
    EndedJune 30, 2005
    
    June 30, 2004(Dollars in thousands)Significant Customer RevenueCingular Wireless*
    
    $
    60,662
    
    
    $
    53,464% Total Consolidated Revenue
    
    
    32
    %
    
    
    31
    %Nextel and affiliates**
    
    $
    53,874
    
    
    $
    48,250% Total Consolidated Revenue
    
    
    28
    %
    
    
    28
    %Sprint**
    
    $
    10,617
    
    
    $
    7,924% Total Consolidated Revenue
    
    
    6
    %
    
    
    5
    %Total Consolidated Revenue
    
    $
    191,534
    
    

    $
    172,295
 
 *
    
    As of October 27, 2004, Cingular Wireless merged with AT&T Wireless. As of June 30, 2005, we
have 507 wireless sites where Cingular Wireless and AT&T Wireless are both located pursuant to
separate licensing agreements. Revenues shown above include both Cingular Wireless and AT&T
Wireless.**
    
    As of December 16, 2004, Sprint and Nextel entered into a merger agreement which has not yet
closed. Revenues from Sprint are included above for informational purposes. As of June 30,
2005, we have 634 wireless sites where Sprint and Nextel are both located pursuant to separate
licensing agreements. Revenues.
  Costs of Operations, Excluding Depreciation, Amortization and Accretion Expenses.
 Selling, General and Administrative Expenses.
 30




---



##### 



Depreciation, Amortization and Accretion Expenses.
 Other Income (Expense).
  Interest Expense.
 Income Tax Expense.
 Discontinued Operations.
 31




---



##### 



Liquidity and Capital Resources
  Cash Flows
      Financing Transactions
   32




---



##### 



Credit Facility
  
    
    a $200.0 million undrawn revolving credit facility, against which $4.6 million of letters
of credit are outstanding, maturing on November 19, 2011;
    
    a $300.0 million multiple draw term loan that has $150.0 million outstanding and which
must be repaid in quarterly installments which begin on December 31, 2006 and end on
November 19, 2011; and
    
    a $398.0 million term loan that is fully drawn and which must be repaid in quarterly
installments which began on March 31, 2005 and end on May 19, 2012.
   Maturities(In thousands)2005
    
    $
    2,0002006
    
    
    7,7502007
    
    
    20,8752008
    
    
    28,3752009
    
    
    34,000Thereafter
    
    
    455,000Total
    
    $
    548,000
   33




---



##### 



Amount Drawn
    
    UndrawnMultiple
    
    
    
    
    
    
    
    
    
    RevolvingDraw
    
    
    
    
    
    
    
    
    
    Credit FacilityTerm Loan
    
    Term Loan
    
    Total
    
    Commitment(In thousands)Balance, December 31, 2004
    
    $
    150,000
    
    
    $
    400,000
    
    
    $
    550,000
    
    
    $
    200,000Repayments
    
    
    
    
    
    
    (2,000
    )
    
    
    (2,000
    )
    
    
    Balance, June 30, 2005
    
    $
    150,000
    
    
    $
    398,000
    
    
    $
    548,000
    
    
    $
    200,000
 Previous Credit Facility
   Amount Drawn
    
    UndrawnMultiple
    
    
    
    
    
    
    
    
    
    RevolvingDraw Term
    
    
    
    
    
    
    
    
    
    Credit FacilityLoan
    
    Term Loan
    
    Total
    
    Commitment(In thousands)Balance, January 1, 2004
    
    $
    187,581
    
    
    $
    251,974
    
    
    $
    439,555
    
    
    $
    200,000Repayments
    
    
    (187,581
    )
    
    
    (251,974
    )
    
    
    (439,555
    )
    
    
    Balance, November 19, 2004
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 34




---



##### 



Liquidity and Commitments
      Payments Due by PeriodLess thanContractual Obligations
    
    Total
    
    1 Year
    
    1-3 Years
    
    4-5 Years
    
    After 5 Years(In thousands)Credit Facility
    
    $
    548,000
    
    
    $
    4,000
    
    
    $
    39,875
    
    
    $
    66,125
    
    
    $
    438,000Senior Notes
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    Capital Lease Payments
    
    
    1,342
    
    
    
    658
    
    
    
    680
    
    
    
    4
    
    
    
    Operating Lease Payments
    
    
    1,531,434
    
    
    
    73,601
    
    
    
    143,577
    
    
    
    141,599
    
    
    
    1,172,657Asset Retirement Obligations
    
    
    43,219
    
    
    
    346
    
    
    
    2,437
    
    
    
    1,863
    
    
    
    38,573Total Contractual Cash Obligations
    
    $
    2,323,995
    
    
    $
    78,605
    
    
    $
    186,569
    
    
    $
    409,591
    
    
    $
    1,649,230
  Non-GAAP Financial Measures
 Adjusted EBITDA
  35




---



##### 




    
    it is the primary measure used by our management to evaluate the economic productivity of
our operations, including the efficiency of our employees and the profitability associated
with their performance, the realization of contract revenue under our long-term contracts,
our ability to obtain and maintain our customers and our ability to operate our leasing and
licensing business effectively;
    
    it is widely used in the wireless tower industry to measure operating performance without
regard to items such as depreciation and amortization, which can vary depending upon
accounting methods and the book value of assets; and
    
    we believe it helps investors meaningfully evaluate and compare the results of our
operations from period to period by removing the impact of our capital structure (primarily
interest charges from our outstanding debt) and asset base (primarily depreciation and
amortization) from our operating results.
  
    
    as a measurement of operating performance because it assists us in comparing our
operating performance on a consistent basis as it removes the impact of our capital
structure (primarily interest charges from our outstanding debt) and asset base (primarily
depreciation and amortization) from our operating results;
    
    in presentations to our Board of Directors to enable it to have the same measurement of
operating performance used by management;
    
    for planning purposes, including the preparation of our annual operating budget;
    
    for compensation purposes, including the basis for incentive quarterly and annual bonuses
for certain employees, including our sales force;
    
    as a valuation measure in strategic analyses in connection with the purchase and sale of
assets; and
    
    with respect to compliance with our credit facility, which requires us to maintain
certain financial ratios based on Annualized EBITDA (as defined in our credit agreement).
   Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Net income (loss)
    
    $
    (1,419
    )
    
    $
    2,906
    
    
    $
    10,463
    
    
    $
    3,558Depreciation, amortization and accretion expenses
    
    
    29,242
    
    
    
    28,818
    
    
    
    59,829
    
    
    
    58,006Interest income
    
    
    (490
    )
    
    
    (315
    )
    
    
    (756
    )
    
    
    (529
    )Interest expense
    
    
    11,884
    
    
    
    9,665
    
    
    
    23,488
    
    
    
    19,556Income tax expense
    
    
    267
    
    
    
    1,916
    
    
    
    7,861
    
    
    
    2,653Loss from operations of discontinued segment,
net of income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    124Loss (income) on disposal of discontinued segment
    
    
    1,825
    
    
    
    
    
    
    
    1,575
    
    
    
    343Adjusted EBITDA
    
    $
    41,309
    
    
    $
    42,990
    
    
    $
    102,460
    
    
    $
    83,711
 36




---



##### 



Free Cash Flow
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Net cash provided by operating activities
    
    $
    35,948
    
    
    $
    43,659
    
    
    $
    71,370
    
    
    $
    71,499Less: Purchases of property and equipment
    
    
    (11,509
    )
    
    
    (10,736
    )
    
    
    (20,712
    )
    
    
    (17,045
    )Free cash flow
    
    $
    24,439
    
    
    $
    32,923
    
    
    $
    50,658
    
    
    $
    54,454
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004(In thousands)Net cash used in investing activities
    
    $
    (11,008
    )
    
    $
    (12,181
    )
    
    $
    (20,220
    )
    
    $
    (19,998
    )Net cash provided (used in) by financing activities
    
    $
    (6,020
    )
    
    $
    11,038
    
    
    $
    2,830
    
    
    $
    14,934
 Description of Critical Accounting Policies
  Allowance for Uncollectible Accounts
  Property and Equipment
  37




---



##### 



Accounting for Asset Retirement Obligations ,
  YearsWireless towers
    
    
    15Broadcast towers and tower components
    
    
    10-30Equipment
    
    
    3-15Buildings
    
    
    39
 Accounting for Asset Retirement Obligations
  Impairment of Long-lived Assets
  Accounting for Income Taxes
   Inflation
  38




---



##### 



Special Note Regarding Forward-Looking Statements
  
    
    our ability to consummate our merger with American Tower;
    
    company consolidations affecting the wireless industry;
    
    dependence on demand for wireless communications and related infrastructure;
    
    our ability to add customers on our towers;
    
    loss of existing customers on our towers;
    
    market conditions;
    
    material adverse changes in economic conditions in the markets we serve;
    
    dependence upon a small number of significant customers;
    
    competition from others in the communications tower industry, including the impact of technological developments;
    
    future regulatory actions and conditions in our operating areas;
    
    technological innovation;
    
    the integration of our operations with those of towers or businesses we have acquired or
may acquire in the future and the realization of the expected benefits;
    
    disputes with our current and prospective customers and lessors;
    
    our leveraged capital structure and capital requirements;
    
    the need for additional financing to provide operating and growth capital; and
    
    other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings.
  39




---



##### 



Risk Factors
 The following risk factors should be read carefully in connection with evaluating our business
and the forward-looking statements contained in this report and other statements we make or our
representatives make from time to time. Any of the following risks could materially adversely
affect our business, our operating results, our financial condition and the actual outcome of
matters as to which forward-looking statements are made in this report.
 SpectraSite stockholders cannot be certain of the market value of the shares of American Tower
Corporations Class A common stock that will be issued in the merger.
  Failure to complete the merger could negatively impact our future business or financial results.
  
    
    Managements attention from our day-to-day business may be diverted;
    
    We may lose key employees;
    
    Our relationships with vendors may be disrupted as a result of uncertainties with regard to our business and prospects;
    
    We may be required to pay significant transaction costs related to the proposed merger,
such as a transaction termination (break-up) fee of $110 million as well as legal,
accounting, financial advisory and other fees; and
    
    The market price of our common stock may decline to the extent that the current market
price of those shares reflects a market assumption that the proposed merger will be
completed.
  The merger is subject to challenge by the Antitrust Division of the Department of Justice, which
could delay or reduce the anticipated benefits of the merger.
   40




---



##### 



Our business could be adversely impacted by uncertainty related to the proposed merger.
  Consolidation among wireless service providers could decrease the demand for our sites and may lead
to reductions in our revenues.
  A decrease in the demand for our wireless communications sites and our ability to secure additional
customers could negatively impact our ability to maintain profitability.
  The financial and operating difficulties in the wireless telecommunications sector, which have
negatively affected some of our customers, could adversely impact our revenues and profitability.
  An increase in the spectrum available for wireless services may impact the demand for our
communication towers, which may negatively impact our operating results.
  41




---



##### 



Because a significant portion of our revenue depends on a small number of customers, the loss of
any of these customers could decrease our revenues.
  Any disputes with our key customers or lessors may hurt our operating results.
  If we are unable to successfully compete, our business will suffer.
  
    
    wireless service providers that own and operate their own towers and lease, or may in the
future decide to lease, antenna space to other providers;
    
    other independent tower operators; and
    
    owners of non-tower antenna sites, including rooftops, water towers and other alternate structures.
  Competing technologies and other service options offer alternatives to ground-based antenna systems
and allow our customers to increase wireless capacity without increased use of ground-based
facilities, both of which could reduce the demand for our sites.
  42




---



##### 



We may be unable to modify towers and add new customers, which could negatively impact our growth
strategy and our business.
  We may encounter difficulties in integrating acquisitions with our operations, which could limit
our revenue growth and our ability to sustain profitability.
  We emerged from a chapter 11 bankruptcy reorganization in February 2003, have a history of losses
and may not maintain profitability.
  You are not able to compare our historical financial information to our current financial
information, which will make it more difficult to evaluate an investment in our company.
  Any loss of senior executive officers could adversely affect our ability to effectively manage our
business.
  43




---



##### 



Our failure to comply with federal, state and local laws and regulations could result in our being
fined, being held liable for damages and, in some cases, losing our right to conduct some of our
business.
   Because we generally lease, sublease or license the land under our towers, our business may be
adversely affected if we fail to protect our rights under our contracts.
  
    
    recover under title insurance policies, the policy limits of which may be less than the
purchase price of a particular tower;
    
    in the absence of title insurance coverage, recover under title warranties given by tower
sellers, which warranties often terminate after the expiration of a specific period,
typically one to three years;
    
    recover from landlords under title covenants contained in lease agreements; and
    
    obtain so-called non-disturbance agreements from mortgagees and superior lien holders of the land under our towers.
  Our failure to comply with environmental laws could result in liability and claims for damages.
  44




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##### 



Our towers may be damaged by disaster and other unforeseen damage for which our self-insurance may
not provide adequate coverage.
  If radio frequency emissions from our towers are demonstrated, or perceived, to cause negative
health effects, our business and revenues may be adversely affected.
  Our indebtedness could impair our financial condition and make it more difficult for us to fund our
operations.
  
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    limit our ability to obtain additional financing;
    
    require the dedication of a substantial portion of our cash flow from operations to
the payment of principal, and interest on our indebtedness, reducing available cash flow
to fund other projects;
    
    limit our flexibility in planning for, or reacting to, changes in our business and the industry; and
    
    place us at a competitive disadvantage relative to certain competitors.
   Repayment of the principal of our outstanding indebtedness may require additional financing that we
cannot assure you will be available to us.
  45




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##### 



The terms of our credit facility may restrict our current and future operations, which could
adversely affect our ability to respond to changes in our business and to manage our operations.
  
    
    incur additional debt;
    
    pay dividends and make other restricted payments;
    
    create liens;
    
    make investments;
    
    engage in sales of assets and subsidiary stock;
    
    enter into sale-leaseback transactions;
    
    enter into transactions with affiliates;
    
    transfer all or substantially all of our assets or enter into merger or consolidation transactions; and
    
    make capital expenditures.
  Sales of our common stock could adversely affect our stock price and could impair our future
ability to raise capital.
  In the event that we do not exercise our rights to purchase towers under our sublease with SBC or
thereafter acquire an interest that would allow us to operate such towers, our cash flows derived
from such towers would be eliminated.
  46




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##### 



If we fail to maintain an effective system of internal controls, we may not be able to accurately
report our financial results or prevent fraud. As a result, current and potential stockholders
could lose confidence in our financial reporting, which would harm our business and the trading
price of our stock.
   ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Expected Maturity Date2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    Thereafter
    
    Total(Dollars in thousands)Long-term obligations:Fixed rate
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    200,000
    
    
    $
    200,000Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.25
    %
    
    
    8.25
    %
    47




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##### 



ITEM 4  CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  PART II  OTHER INFORMATION
 ITEM 1  LEGAL PROCEEDINGS
   ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    48




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##### 



Maximum Number ofTotal Number of
    
    Remaining Shares thatShares Purchased as
    
    May YetPart of Publicly
    
    Be Purchased UnderTotal Number of
    
    Average Price Paid
    
    Announced Plans or
    
    the Plans orPeriod
    
    Shares Purchased
    
    Per Share (1)
    
    Programs (2)
    
    Programs (2)(4/1/05  4/30/05)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,689,616
    (3)(5/1/05  5/31/05)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,485,327
    (4)(6/1/05  6/30/05)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,274,192
    (5)Total:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Includes applicable commission.(2)
    
    The repurchase program is being effected by our management from time to time, depending on
market conditions and other factors, through open market purchases or privately negotiated
transactions. Our Board of Directors authorized us to engage one or more financial
institutions to assist us with managing the repurchase of our shares of common stock under
this repurchase program. The Company has selected a financial institution to manage the
repurchase of the Companys shares. This repurchase program has no expiration or termination
date.(3)
    
    Based on a closing price of SpectraSite common stock of $56.13 per share on April 29, 2005.(4)
    
    Based on a closing price of SpectraSite common stock of $63.85 per share on May 31, 2005.(5)
    
    Based on a closing price of SpectraSite common stock of $74.43 per share on June 30, 2005. ITEM 3 DEFAULTS UPON SENIOR SECURITIES
  ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   FOR
    
    WITHHELDStephen H. Clark
    
    
    43,378,024
    
    
    
    36,105Timothy G. Biltz
    
    
    43,845,339
    
    
    
    4,728John F. Chlebowski
    
    
    42,900,839
    
    
    
    949,228Dean J. Douglas
    
    
    42,832,748
    
    
    
    1,017,319Patricia L. Higgins
    
    
    42,832,898
    
    
    
    1,017,169Paul M. Albert, Jr.
    
    
    42,900,839
    
    
    
    949,228Samme L. Thompson
    
    
    42,832,748
    
    
    
    1,017,319Kari-Pekka Wilska
    
    
    42,900,839
    
    
    
    949,228
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE28,202,900
    
    
    3,712,592
    
    
    
    251
    
    
    
    11,934,324
 49




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##### 



FOR
    
    AGAINST
    
    ABSTAIN
    
    NO-VOTE43,173,550
    
    
    676,312
    
    
    
    205
    
    
    
    0
 ITEM 5 OTHER INFORMATION
  
 ITEM 6  EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    Agreement to Sublease, dated as of August 25, 2000, by and among SBC Wireless, Inc.
and certain of its affiliates, the Registrant, and Southern Towers, Inc. (the SBC
Agreement). Incorporated by reference to exhibit no. 10.1 to the Registrants Form
8-K dated August 25, 2000 and filed August 31, 2000.2.2
    
    Amendment No. 1 to the SBC Agreement, dated 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, 2001.2.6
    
    Agreement and Plan of Merger, dated as of May 3, 2005, by and among American Tower
Corporation, a Delaware corporation, Asteroid Merger Sub, LLC, a Delaware limited
liability company and a directly wholly owned subsidiary of American Tower
Corporation, and SpectraSite, Inc., a Delaware corporation. Incorporated by reference
to exhibit no. 2.1 to the Registrants Form 8-K filed May 5, 2005.3.1
    
    Third Amended and Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to exhibit no. 2.1 to the Registrants Form 8-K dated
February 11, 2003.3.2
    
    Third Amended and Restated Bylaws of the Registrant. Incorporated by reference to
exhibit no. 3.2 to the Registrants Form 10-K for the year ended December 31, 2003.10.1
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between Stephen
H. Clark and the Registrant. Incorporated by reference to exhibit no. 10.1 to the
Registrants Form 8-K filed June 21, 2005.10.2
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between Timothy
G. Biltz and the Registrant. Incorporated by reference to exhibit no. 10.2 to the
Registrants Form 8-K filed June 21, 2005.10.3
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between Mark A.
Slaven and the Registrant. Incorporated by reference to exhibit no. 10.3 to the
Registrants Form 8-K filed June 21, 2005.10.4
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between Paul M.
Albert, Jr. and the Registrant. Incorporated by reference to exhibit no. 10.4 to the
Registrants Form 8-K filed June 21, 2005.31.1*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 50




---



##### 



ExhibitNumber
    
    Description31.2*
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 51




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##### 



SIGNATURES
  SPECTRASITE, INC./s/ STEPHEN H. CLARKStephen H. ClarkPresident and Chief Executive Officer/s/ MARK A. SLAVENMark A. SlavenChief Financial Officer  52




---



##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Agreement to Sublease, dated as of August 25, 2000, by and among SBC Wireless, Inc.
and certain of its affiliates, the Registrant, and Southern Towers, Inc. (the SBC
Agreement). Incorporated by reference to exhibit no. 10.1 to the Registrants Form
8-K dated August 25, 2000 and filed August 31, 2000.2.2
    
    Amendment No. 1 to the SBC Agreement, dated 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, 2001.2.6
    
    Agreement and Plan of Merger, dated as of May 3, 2005, by and among American Tower
Corporation, a Delaware corporation, Asteroid Merger Sub, LLC, a Delaware limited
liability company and a directly wholly owned subsidiary of American Tower
Corporation, and SpectraSite, Inc., a Delaware corporation. Incorporated by
reference to exhibit no. 2.1 to the Registrants Form 8-K filed May 5, 2005.3.1
    
    Third Amended and Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to exhibit no. 2.1 to the Registrants Form 8-K dated
February 11, 2003.3.2
    
    Third Amended and Restated Bylaws of the Registrant. Incorporated by reference to
exhibit no. 3.2 to the Registrants Form 10-K for the year ended December 31, 2003.10.1
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between
Stephen H. Clark and the Registrant. Incorporated by reference to exhibit no. 10.1
to the Registrants Form 8-K filed June 21, 2005.10.2
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between
Timothy G. Biltz and the Registrant. Incorporated by reference to exhibit no. 10.2
to the Registrants Form 8-K filed June 21, 2005.10.3
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between Mark
A. Slaven and the Registrant. Incorporated by reference to exhibit no. 10.3 to the
Registrants Form 8-K filed June 21, 2005.10.4
    
    Amendment to Employment Agreement, dated as of June 20, 2005, by and between Paul
M. Albert, Jr. and the Registrant. Incorporated by reference to exhibit no. 10.4 to
the Registrants Form 8-K filed June 21, 2005.31.1*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of
the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of
the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 53