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SBA Communications Corporation Reports 3rd Quarter 2012 Results; Provides 4th Quarter, Updated 2012 and Initial 2013 Outlook



SBA Communications Corporation Reports 3rd Quarter 2012 Results; Provides 4th
Quarter, Updated 2012 and Initial 2013 Outlook

BOCA RATON, Fla., Nov. 5, 2012 (GLOBE NEWSWIRE) --

SBA Communications Corporation (Nasdaq:SBAC) ("SBA" or the "Company") today
reported results for the quarter ended September 30, 2012. Highlights of the
results include:

Third quarter over year earlier period:

  * Site leasing revenue growth of 35.2%
  * Tower Cash Flow growth of 28.2%
  * Net loss increased from $33.4 million to $52.7 million
  * Adjusted EBITDA growth of 30.3%
  * AFFO Per Share growth of 28.8%

"We had a very strong third quarter, and we expect a similar strong finish to
the 2012 year," commented Jeffrey A. Stoops, President and CEO. "A combination
of strong organic growth, material portfolio growth and attractive financings
produced industry-leading growth for SBA in the third quarter in a number of
key metrics, particularly AFFO per share. Our customers were very busy in both
our domestic and international markets. In the U.S., activity was
predominately from customers adding to or replacing existing equipment through
amendments to existing leases, while internationally we experienced strong
demand for new cell sites. We are making great progress integrating our two
major acquisitions, Mobilitie and TowerCo, and we are seeing good demand for
our new assets. We are pleased to present our fourth quarter 2012 and initial
2013 Outlooks, which reflect our expectation of continued strong customer
activity on our increased asset base. We are particularly excited about our
prospects to improve upon our initial 2013 Outlook by maintaining our target
leverage through additional portfolio growth from acquisitions that meet our
investment requirements. We intend to continue to pursue investment
opportunities that we believe will be both short-term and long-term accretive
to AFFO per share."

Operating Results

Total revenues in the third quarter of 2012 were $238.6 million compared to
$175.5 million in the year earlier period, an increase of 35.9%. Site leasing
revenue of $208.8 million (including $9.8 million of pass through reimbursable
expenses) was up 35.2% over the year earlier period. Site leasing Segment
Operating Profit of $162.2 million was up 34.5% over the year earlier period.
Site leasing contributed 97.2% of the Company's total Segment Operating Profit
in the third quarter of 2012. Site development revenues were $29.8 million in
the third quarter of 2012 compared to $21.0 million in the year earlier
period, a 41.6% increase. Site development Segment Operating Profit Margin was
15.8% in the third quarter of 2012 compared to 14.8% in the year earlier
period, an increase of 100 basis points.

Tower Cash Flow for the third quarter of 2012 was $155.9 million, a 28.2%
increase over the year earlier period. Tower Cash Flow Margin for the third
quarter of 2012 was 79.3% compared to 79.8% in the year earlier period.

Net loss attributable to SBA Communications Corporation for the third quarter
of 2012 was $52.4 million or $0.43 per share compared to $33.3 million or
$0.30 per share in the year earlier period. Net loss for the third quarter of
2012 included a one-time loss of $19.0 million associated with the early
redemption of the balance of the Company's 8.0% Senior Notes due 2016 (the
"8.0% Notes") and a one-time loss of $3.6 million associated with the early
redemption of the Company's $400 million Mobilitie Bridge Loan for a combined
total one-time loss of $22.6 million.

Adjusted EBITDA in the third quarter of 2012 was $146.6 million compared to
$112.5 million in the year earlier period, an increase of 30.3%. Adjusted
EBITDA Margin was 64.7% in the third quarter of 2012 compared to 64.9% in the
year earlier period.

Net Cash Interest Expense was $50.2 million in the third quarter of 2012
compared to $42.3 million in the year earlier period.

AFFO increased 42.8% to $93.1 million in the third quarter of 2012 compared to
$65.2 million in the third quarter of 2011. AFFO per share increased 28.8% to
$0.76 in the third quarter of 2012 compared to $0.59 in the third quarter of
2011.

Investing Activities

During the third quarter of 2012, SBA purchased 37 tower sites for $20.8
million in cash. SBA also built 99 towers during the third quarter of 2012. As
of September 30, 2012, SBA owned 13,257 towers and managed or leased
approximately 4,900 actual or potential additional communication sites. In
addition, the Company spent $10.4 million to purchase land and easements and
to extend lease terms with respect to land underlying its towers. Total cash
capital expenditures for the third quarter of 2012 were $57.8 million,
consisting of $3.1 million of non-discretionary cash capital expenditures
(tower maintenance and general corporate) and $54.7 million of discretionary
cash capital expenditures (new tower builds, tower augmentations, tower
acquisitions and related earn-outs, and purchasing land and easements).

On September 6, 2012 and October 23, 2012, SBA sold certain DAS assets
acquired in the Mobilitie acquisition to ExteNet Systems, Inc. for $125
million ($100 million in cash and $25 million in the form of a promissory
note). The Company has reflected the results of these operations as Income
from Discontinued Operations in the Statement of Operations. The results of
these operations have been excluded from the Company's calculations of Tower
Cash Flow, Adjusted EBITDA, and AFFO.

On October 1, 2012 the Company completed its previously announced acquisition
of 3,256 towers from TowerCo II Holdings LLC for $1.2 billion in cash and 4.6
million shares of its Class A common stock.

Subsequent to September 30, 2012, in addition to the TowerCo acquisition, the
Company acquired 4 towers for an aggregate consideration of $2.0 million in
cash. The Company has agreed to purchase an additional 50 towers for an
aggregate amount of $24.8 million. The Company anticipates that these
acquisitions will be consummated by the end of the first quarter of 2013.

Financing Activities and Liquidity

On July 13, 2012, a wholly owned subsidiary of SBA issued $800 million of
5.75% Senior Notes due 2020 (the "5.75% Notes"). The 5.75% Notes were issued
at par. Interest on the 5.75% Notes is due semi-annually on July 15 and
January 15 of each year beginning on January 15, 2013. The notes will mature
on July 15, 2020. SBA used the net proceeds from this offering to (1) repay
the $400.0 million outstanding balance under the Mobilitie bridge loan and (2)
repay the $284.0 million outstanding balance under its Revolving Credit
Facility. The remaining proceeds were used for general corporate purposes.

On August 9, 2012, the Company, through its existing SBA Tower Trust, sold
$610 million of Secured Tower Revenue Securities Series 2012-1 (the "2012
Tower Securities") which have an anticipated repayment date of December 2017
and a final maturity date of December 2042. The fixed coupon interest rate of
the 2012 Tower Securities is 2.933% per annum, payable monthly. Net proceeds
from the offering of 2012 Tower Securities were used to repay in full the
remaining $243.8 million balance of the 8.0% Notes plus $14.6 million in
applicable premium associated with early redemption. The remaining net
proceeds were used (1) to pay a portion of the cash consideration in
connection with SBA's acquisition of TowerCo and (2) for general corporate
purposes.

On September 28, 2012, SBA issued $500 million of 5.625% Senior Notes due 2019
(the "5.625% Notes"). The 5.625% Notes were issued at par with interest
payable semi-annually on October 1 and April 1 of each year, beginning on
April 1, 2013, and mature on October 1, 2019. SBA used the net proceeds from
this offering to pay a portion of the cash consideration in connection with
SBA's acquisition of TowerCo.

On September 28, 2012, the Company, through its wholly owned subsidiary,
borrowed an aggregate principal amount of $300 million of senior secured term
loans (the "2012-2 Term Loan"). The 2012-2 Term Loan accrues interest, at the
Company's election, at either the Base Rate plus 1.75% per annum (with a Base
Rate floor of 2%) or the Eurodollar Rate plus 2.75% per annum (with a
Eurodollar Rate floor of 1%). Principal of the 2012-2 Term Loan is to be
repaid in equal quarterly installments in March, June, September and December
(commencing in March 2013) in an aggregate amount equal to $3.0 million per
year with the remaining balance payable upon maturity in September 2019. The
2012-2 Term Loan was issued at 99.75% of par value.

SBA ended the third quarter with $5.4 billion of total debt (recorded on the
Company's balance sheet at a carrying value of $5.3 billion), $1.5 billion of
cash and cash equivalents, short-term restricted cash and short-term
investments and $3.9 billion of Net Debt (as defined below). At September 30,
2012, SBA's Net Debt and Net Secured Debt to Annualized Adjusted EBITDA
Leverage Ratios were 6.7x and 2.3x, respectively.

During the third quarter, SBA did not repurchase any shares of its Class A
common stock. The Company currently has $150.0 million of repurchase
authorization remaining under its existing $300.0 million stock repurchase
program.

Outlook

The Company is providing its fourth quarter 2012 Outlook, updating its Full
Year 2012 Outlook and providing its initial 2013 Outlook for anticipated
results. The Outlook provided is based on a number of assumptions that the
Company believes are reasonable at the time of this press release. Information
regarding potential risks that could cause the actual results to differ from
these forward-looking statements is set forth below and in the Company's
filings with the Securities and Exchange Commission.

The Company's initial 2013 Outlook assumes the acquisition of only those tower
assets under contract at the time of this press release, and includes the
impact of the TowerCo acquisition. The Company intends to spend additional
capital in 2013 on acquiring revenue producing assets not yet identified or
under contract, the impact of which is not reflected in the 2013 guidance. The
Company's initial 2013 Outlook includes both cash and non-cash site leasing
revenue benefits from our recently signed agreement with T-Mobile regarding
its network upgrade initiatives and includes new tower builds in the U.S. and
internationally of 380 to 400 towers. The 2013 Outlook also contemplates
refinancing all of the obligations under the Company's 1.875% Convertible
Senior Notes due May 1, 2013 (the "1.875% Notes") upon maturity in cash. The
Company currently estimates that its obligations at maturity of the 1.875%
Notes will be approximately $750 million (based on an assumed $70.00 per share
common stock price) net of the benefits of hedges entered into in conjunction
with the 1.875% Notes, and the 2013 Outlook assumes that these amounts will be
refinanced with $600 million of new debt financing at an estimated annual
interest rate of 3.5% and the remainder from cash on hand.

                                                                 
                  Quarter ending         Full                   Full
 ^                December 31, 2012      Year 2012              Year 2013
 ^                ($'s in millions)
Site leasing      $258.0   to $260.0     $843.3   to $845.3     $1,062.0 to $1,082.0
revenue^(1)
Site development  $27.5    to $29.5      $102.4   to $104.4     $95.0    to $105.0
revenue
Total revenues    $285.5   to $289.5     $945.7   to $949.7     $1,157.0 to $1,187.0
Tower Cash Flow   $183.0   to $185.0     $623.6   to $625.6     $773.0   to $793.0
Adjusted EBITDA   $172.5   to $174.5     $583.4   to $585.4     $726.0   to $746.0
Net cash interest $58.0    to $60.0      $194.3   to $196.3     $241.0   to $251.0
expense^(2)
Non-discretionary
cash capital      $3.0     to $4.0       $11.3    to $12.3      $15.0    to $20.0
expenditures^(3)
AFFO              $107.0   to $111.0     $371.4   to $375.4     $456.0   to $476.0
Discretionary
cash capital      $1,255.0 to $1,275.0   $2,303.6 to $2,323.6   $140.0   to $170.0
expenditures^(4)

^(1) The Company's Outlook for site leasing revenue reflects $10.0, $30.0, and
$40.5 million of pass through reimbursable expenses, at the midpoint, for the
quarter ending December 31, 2012, full year 2012 and full year 2013 Outlook,
respectively.
^(2) Net cash interest expense is defined as interest expense less interest
income. Net cash interest expense does not include amortization of deferred
financing fees or non-cash interest expense. The outlook for Net cash interest
expense includes the impact of an assumed refinancing of the 1.875% Notes with
new debt carrying an estimated annual interest rate of 3.5%.
^(3) Consists of tower maintenance and general corporate capital expenditures.
^(4) Consists of new tower builds, tower augmentations, tower acquisitions and
related earn-outs and ground lease purchases. Excludes expenditures for
revenue producing assets not under contract at the date of this press release.

Conference Call Information

SBA Communications Corporation will host a conference call on Tuesday,
November 6, 2012 at 10:00 AM (EST) to discuss the quarterly results. The call
may be accessed as follows:

When:                 Tuesday, November 6, 2012 at 10:00 AM (EST)
Dial-in number:       (800) 230-1951
Conference call name: SBA Third Quarter Results
Replay:               November 6, 2012 at 1:00 PM (EST) through November 20,
                      2012 at 11:59 PM (EST)
Number:               (800) 475-6701
Access Code:          267905
Internet access:      www.sbasite.com

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements, including statements
regarding the Company's expectations or beliefs regarding (i) the Company's
financial and operational guidance for the fourth quarter of 2012, full year
2012 and full year 2013, (ii) the Company's belief that pending acquisitions
will close by the end of the first quarter of 2013, (iii) spending additional
capital in 2013 on acquiring revenue producing assets not yet identified or
under contract, (iv) the Company's estimate of the amount of obligations that
will be due upon the maturity of the 1.875% Notes, (v) the Company's ability
to refinance its 1.875% Notes and the terms of such refinancing, (vi) customer
activity levels during the remainder of 2012 and into 2013, and (vii) the
Company's intention to pursue investment opportunities that it believes will
be accretive to AFFO per share. These forward-looking statements may be
affected by the risks and uncertainties in the Company's business. This
information is qualified in its entirety by cautionary statements and risk
factor disclosures contained in the Company's Securities and Exchange
Commission filings, including the Company's annual report on Form 10-K filed
with the Commission on February 27, 2012.

The Company wishes to caution readers that certain important factors may have
affected and could in the future affect the Company's actual results and could
cause the Company's actual results for subsequent periods to differ materially
from those expressed in any forward-looking statement made by or on behalf of
the Company. With respect to the Company's expectations regarding all of these
statements, including its financial and operational guidance, such risk
factors include, but are not limited to: (1) the ability and willingness of
wireless service providers to maintain or increase their capital expenditures;
(2) the Company's ability to effectively integrate acquired towers into its
business and to achieve the financial results projected in its valuation
models for the acquired towers; (3) the Company's ability to refinance its
1.875% Notes on expected terms; (4) the Company's ability to secure and retain
as many site leasing tenants as planned at anticipated lease rates; (5) the
impact of continued consolidation among wireless service providers on the
Company's leasing revenue; (6) the Company's ability to successfully manage
the risks associated with international operations; (7) the Company's ability
to secure and deliver anticipated services business at contemplated margins;
(8) the Company's ability to maintain expenses and cash capital expenditures
at appropriate levels for its business; (9) the Company's ability to acquire
land underneath towers on terms that are accretive; (10) the Company's ability
to realize economies of scale from its tower portfolio; (11) the Company's
ability to comply with covenants and the terms of its credit instruments; (12)
the economic climate for the wireless communications industry in general and
the wireless communications infrastructure providers in particular, and (13)
the continued dependence on towers and outsourced site development services by
the wireless carriers. With respect to the Company's plan for new builds,
these factors also include zoning approvals, weather, availability of labor
and supplies and other factors beyond the Company's control that could affect
the Company's ability to build 380-400 towers in 2013. With respect to its
expectations regarding the ability to close pending tower acquisitions, these
factors also include satisfactorily completing due diligence, the ability and
willingness of each party to fulfill their respective closing conditions and
the availability of cash on hand, borrowing capacity under the Revolving
Credit Facility or shares of the Company's Class A common stock to pay the
anticipated consideration.

With respect to the Company's expectations regarding the amount of obligations
that will be due on the 1.875% Notes at maturity, the Company has used an
assumed stock price for purposes of providing investors a basis for analyzing
such risk, however, the Company is not estimating, nor providing guidance,
that its stock price either on the maturity date of the 1.875% Notes or for
the measurement period specified in the indenture will be $70.00. If the stock
price of SBA's common stock for the measurement period specified in the
indenture is less than such price, then SBA's obligations under the indenture
would be less than the estimated amount. Conversely if the stock price of
SBA's common stock for the measurement period specified in the indenture
exceeds such price, then SBA's total obligations would exceed the estimated
amount.

This press release contains non-GAAP financial measures. Reconciliation of
each of these non-GAAP financial measures is presented below under "Non-GAAP
Financial Measures."

This press release will be available on our website at www.sbasite.com.

About SBA Communications Corporation

SBA Communications Corporation is a first choice provider and leading owner
and operator of wireless communications infrastructure in North and Central
America. By "Building Better Wireless," SBA generates revenue from two primary
businesses – site leasing and site development services. The primary focus of
the Company is the leasing of antenna space on its multi-tenant towers to a
variety of wireless service providers under long-term lease contracts. For
more information please visit: www.sbasite.com.

 
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
                              For the three months    For the nine months
                              ended September 30,     ended September 30,
                              2012        2011        2012         2011
                                                                    
  ^ 
Revenues:                                                           
Site leasing                  $ 208,828   $ 154,514   $ 585,332    $ 451,171
Site development               29,778      21,035      74,911       63,180
Total revenues                 238,606     175,549     660,243      514,351
 ^                                                                  
Operating expenses:                                                 
                                                                    
Cost of revenues (exclusive
of depreciation, accretion                                          
and amortization shown
below):
Cost of site leasing           46,621      33,932      126,787      98,031
Cost of site development       25,062      17,915      63,294       54,627
Selling, general and           17,565      15,415      52,524       47,031
administrative^(1)
Asset impairment               1,560       1,106       2,555        1,402
Acquisition related expenses   5,715       1,474       21,875       4,876
Depreciation, accretion and    101,012     78,136      277,110      229,705
amortization
Total operating expenses       197,535     147,978     544,145      435,672
 ^                                                                  
Operating income               41,071      27,571      116,098      78,679
 ^                                                                  
Other income (expense):                                             
Interest income                335         38          419          97
Interest expense ^             (50,578)    (42,307)    (136,728)    (118,616)
Non-cash interest expense      (17,874)    (16,089)    (52,281)     (47,095)
Amortization of deferred       (3,199)     (2,381)     (9,293)      (6,781)
financing fees
Loss from extinguishment of    (22,643)    --          (49,792)     (1,696)
debt, net
Other income (expense)         249         122         5,233        (527)
Total other income (expense)   (93,710)    (60,617)    (242,442)    (174,618)
Loss from continuing
operations before provision    (52,639)    (33,046)    (126,344)    (95,939)
for income taxes
Provision for income taxes     (1,029)     (391)       (4,809)      (1,784)
Loss from continuing           (53,668)    (33,437)    (131,153)    (97,723)
operations
Income from discontinued
operations, net of income      969         --          2,349        -- 
taxes
Net loss                       (52,699)    (33,437)    (128,804)    (97,723)
Less: Net loss attributable
to the noncontrolling          254         132         256          348
interest
Net loss attributable to SBA  $ (52,445)  $ (33,305)  $ (128,548)  $ (97,375)
Communications Corporation
Net loss per common share
attributable to SBA                                                 
Communications Corporation:
Basic and diluted ^           $ (0.43)    $ (0.30)    $ (1.09)     $ (0.87)
 ^                                                                  
Basic and diluted weighted
average number of common       121,689     110,232     118,159      112,309
shares
 
(1) Includes non-cash compensation of $3,639 and $2,732 for the three months
ended September 30, 2012 and 2011, respectively, and $10,453 and $8,565 for
the nine months ended September 30, 2012 and 2011, respectively.

 
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 
                                          September 30, 2012 December 31, 2011
                                          (unaudited)         
ASSETS                                                        
Current assets:                                               
Cash and cash equivalents                 $ 1,441,045        $ 47,316
Restricted cash                            22,696             22,266
Short-term investments                     5,505              5,773
Accounts receivable, net of allowance of
$222 and $135 at September 30, 2012 and    35,075             22,100
December 31, 2011, respectively
Assets held for sale                       5,700              -- 
Other current assets                       46,859             31,901
Total current assets                       1,556,880          129,356
                                                              
Property and equipment, net                2,052,069          1,583,393
Intangible assets, net                     2,100,614          1,639,784
Other long-term assets                     373,727            253,866
Total assets                              $ 6,083,290        $ 3,606,399
                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY                          
(DEFICIT)
Current liabilities:                                          
Current maturities of long-term debt and  $ 529,595          $ 5,000
short-term debt
Accounts payable and accrued expenses      59,501             36,501
Accrued interest                           35,007             32,351
Other current liabilities                  64,647             53,029
Total current liabilities                  688,750            126,881
                                                              
Long-term liabilities:                                        
Long-term debt, net                        4,776,438          3,349,485
Other long-term liabilities                165,760            129,282
Total long-term liabilities                4,942,198          3,478,767
Redeemable noncontrolling interests        11,808             12,064
                                                              
Shareholders' equity (deficit)             440,534            (11,313)
Total liabilities and shareholders'       $ 6,083,290        $ 3,606,399
equity (deficit)

 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
                                                        For the three months
                                                        ended September 30,
                                                        2012        2011
CASH FLOWS FROM OPERATING ACTIVITIES:                                
Net loss from continuing operations                     $ (53,668)  $ (33,437)
Adjustments to reconcile net loss to net cash provided               
by operating activities:
Depreciation, accretion and amortization                 101,012     78,136
Non-cash interest expense                                17,874      16,089
Deferred income tax benefit                              (507)       (511)
Asset impairment                                         1,560       1,106
Non-cash compensation expense                            3,679       2,773
Amortization of deferred financing fees                  3,199       2,381
Loss from extinguishment of debt, net                    22,643      -- 
Other non-cash items reflected in the Statements of      76          (66)
Operations
Changes in operating assets and liabilities, net of                  
acquisitions:
Accounts receivable and costs and estimated earnings in  (10,356)    (1,121)
excess of billings on uncompleted contracts, net
Prepaid and other assets                                 (18,171)    (4,255)
Accounts payable and accrued expenses                    3,595       2,687
Accrued interest                                         10,299      (3,223)
Other liabilities                                        8,016       2,979
Net cash provided by operating activities                89,251      63,538
CASH FLOWS FROM INVESTING ACTIVITIES:                                
Acquisitions and related earn-outs                       (31,598)    (43,311)
Capital expenditures                                     (26,174)    (40,969)
Proceeds from sale of DAS networks                       94,300      -- 
Other investing activities                               (867)       (2,389)
Net cash provided by (used in) investing activities      35,661      (86,669)
CASH FLOWS FROM FINANCING ACTIVITIES:                                
Proceeds from 2012-2 Term Loan, net of fees              295,954     -- 
Proceeds from 5.75% and 5.625% Senior Notes, net of      1,278,456   -- 
fees
Proceeds from SBA Tower Trust Series 2012, net of fees   596,772     -- 
Repayments of Term Loans                                 (3,750)     (1,250)
Repayment of Mobilitie Bridge Loan                       (400,000)   -- 
Net repayments under Revolving Credit Facility           (284,000)   -- 
Repurchase of 8.0% Notes                                 (258,375)   -- 
Proceeds from employee stock purchase/stock option       7,341       1,904
plans
Repurchase and retirement of common stock                --          (75,000)
Payment of restricted cash relating to CMBS              (3,666)     -- 
Certificates
Other financing activities                               (356)       (673)
Net cash provided by (used in) financing activities      1,228,376   (75,019)
Effect of exchange rate changes on cash and cash         49          (294)
equivalents
Net cash provided by discontinued operations:                        
Operating Activities                                     969         -- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     1,354,306   (98,444)
CASH AND CASH EQUIVALENTS:                                           
Beginning of period                                      86,739      277,749
End of period                                           $ 1,441,045 $ 179,305

                                                             
                                         For the three      For the nine
                                         months ended       months ended
                                         September 30, 2012 September 30, 2012
                                         (in thousands)
                                                             
SELECTED CAPITAL EXPENDITURE DETAIL:                         
                                                             
Tower new build construction             $ 17,058           $ 50,338
                                                             
Operating tower expenditures:                                
Tower upgrades/augmentations              6,005              15,781
Maintenance/improvement capital           2,341              6,384
expenditures
                                          8,346              22,165
                                                             
General corporate expenditures            770                1,958
Total capital expenditures               $ 26,174           $ 74,461

Non-GAAP Financial Measures

The press release contains non-GAAP financial measures, including (i) Site
Leasing Segment Operating Profit, Site Development Segment Operating Profit
and Segment Operating Profit Margin, (ii) Tower Cash Flow and Tower Cash Flow
Margin, (iii) Adjusted EBITDA, Annualized Adjusted EBITDA and Adjusted EBITDA
Margin, (iv) Net Debt, Net Secured Debt, Leverage Ratio and Secured Leverage
Ratio (collectively, our "Non-GAAP Debt Measures"), and (v) Funds from
Operations ("FFO"), Adjusted Funds from Operations ("AFFO") and AFFO per
share.

We have included these non-GAAP financial measures because we believe that
they provide investors additional tools in understanding our financial
performance and condition. Specifically, we believe that:

  (1) Segment Operating Profit is an indicator of the operating performance of
  our site leasing and site development segments;

  (2) Tower Cash Flow is an indicator of the performance of our site leasing
  operations;

  (3) Adjusted EBITDA, FFO, AFFO and AFFO per share are useful indicators of
  the financial performance of our core businesses; and

  (4) our Non-GAAP Debt Measures provide investors a more complete
  understanding of our net debt and leverage position as they include the full
  principal amount of our debt which will be due at maturity.

In addition, Tower Cash Flow, Adjusted EBITDA and our Non-GAAP Debt Measures
are components of the calculations used by our lenders to determine compliance
with certain covenants under our Senior Credit Agreement, 8.25% Notes, 5.625%
Notes and 5.75% Notes. These non-GAAP financial measures are not intended to
be an alternative to any of the financial measures provided in our results of
operations or our balance sheet as determined in accordance with GAAP. 

We believe that FFO, AFFO and AFFO per share, which are also being used by
American Tower Corporation and Crown Castle International (our two public
company peers in the tower industry), provide investors useful indicators of
the financial performance of our core business and permit investors an
additional tool to evaluate the performance of our business against those of
our two principal competitors. FFO, AFFO and AFFO per share are not
necessarily indicative of the operating results that would have been achieved
had we converted to a REIT. In addition, our FFO, AFFO and AFFO per share may
not be comparable to those reported in accordance with National Association of
Real Estate Investment Trusts or by the other tower companies as the
calculation of these non-GAAP measures requires us to estimate the impact had
we converted to a REIT, including estimates of the tax provision adjustment to
reflect our estimate of our cash taxes had we been a REIT.

Segment Operating Profit and Segment Operating Profit Margin

The reconciliation of Site Leasing Segment Operating Profit and Site
Development Segment Operating Profit and the calculation of Segment Operating
Profit Margin are as follows:

                                 Site Leasing Segment Site Development Segment
                                 For the three months For the three months
                                 ended September 30,  ended September 30,
                                 2012       2011      2012         2011
                                 (in thousands)       (in thousands)
                                                                    
Segment revenue                  $ 208,828  $ 154,514 $ 29,778     $ 21,035
Segment cost of revenues
(excluding depreciation,          (46,621)   (33,932)  (25,062)     (17,915)
accretion and amortization)
Segment operating profit         $ 162,207  $ 120,582 $ 4,716      $ 3,120
                                                                    
Segment operating profit margin  77.7%      78.0%     15.8%        14.8%

Tower Cash Flow and Tower Cash Flow Margin

The tables below set forth the reconciliation of Tower Cash Flow to its most
comparable GAAP measurement and the calculation of Tower Cash Flow Margin.
Tower Cash Flow for each of the periods set forth in the Outlook section above
will be calculated in the same manner.

                                                          For the three months
                                                          ended September 30,
                                                          2012       2011
                                                          (in thousands)
                                                                      
Site leasing revenue                                      $ 208,828  $ 154,514
Site leasing cost of revenue (excluding depreciation,      (46,621)   (33,932)
accretion, and amortization)
Site leasing segment operating profit                      162,207    120,582
Non-cash straight-line leasing revenue                     (12,245)   (2,173)
Non-cash straight-line ground lease expense                5,899      3,191
Tower Cash Flow                                           $ 155,861  $ 121,600
                                                                      
                                                                      
The calculation of Tower Cash Flow Margin is as follows:              
                                                                      
                                                          For the three months
                                                          ended September 30,
                                                          2012       2011
                                                          (in thousands)
                                                                      
Site leasing revenue                                      $ 208,828  $ 154,514
Non-cash straight-line leasing revenue                     (12,245)   (2,173)
Site leasing revenue minus non-cash straight-line leasing $ 196,583  $ 152,341
revenue
Tower Cash Flow                                           $ 155,861  $ 121,600
Tower Cash Flow Margin                                    79.3%      79.8%

Adjusted EBITDA, Annualized Adjusted EBITDA and Adjusted EBITDA Margin

The table below sets forth the reconciliation of Adjusted EBITDA to its most
comparable GAAP measurement. Adjusted EBITDA for each of the periods set forth
in the Outlook section above will be calculated in the same manner:

 ^                                          For the three months
 ^                                          ended September 30,
 ^                                          2012       2011
 ^                                          (in thousands)
 ^                                                      
Net loss                                    $ (52,699) $ (33,437)
Interest income                              (335)      (38)
Total interest expense ^(1)                  71,651     60,777
Depreciation, accretion, and amortization    101,012    78,136
Asset impairment                             1,560      1,106
Provision for taxes ^(2)                     900        808
Loss from extinguishment of debt, net        22,643     -- 
Non-cash compensation                        3,679      2,773
Non-cash straight-line leasing revenue       (12,245)   (2,173)
Non-cash straight-line ground lease expense  5,899      3,191
Acquisition related expenses                 5,715      1,474
Other income                                 (249)      (122)
Income from discontinued operations          (969)      -- 
Adjusted EBITDA                             $ 146,562  $ 112,495
Annualized Adjusted EBITDA ^(3)             $ 586,248  $ 449,980

 
^(1)^  Total interest expense includes interest expense, non-cash interest
expense and amortization of deferred financing fees.
^(2)^  For the three months ended September 30, 2012 and 2011, these amounts
included $(129) and $417, respectively, of franchise taxes reflected in the
Statements of Operations in selling, general and administrative expenses.
^(3) Annualized Adjusted EBITDA is calculated as Adjusted EBITDA for the most
recent quarter multiplied by four.

The calculation of Adjusted EBITDA Margin is as follows:

                                                          For the three months
                                                          ended September 30,
                                                          2012       2011
                                                          (in thousands)
                                                                      
Total revenues                                            $ 238,606  $ 175,549
Non-cash straight-line leasing revenue                     (12,245)  (2,173)
Total revenues minus non-cash straight-line leasing       $ 226,361  $ 173,376
revenue
Adjusted EBITDA                                           $ 146,562  $ 112,495
Adjusted EBITDA Margin                                    64.7%      64.9%

Funds from Operations ("FFO") and Adjusted Funds from Operations ("AFFO")

The tables below set forth the reconciliations of FFO and AFFO to their most
comparable GAAP measurement. AFFO for each of the periods set forth in the
Outlook section above will be calculated in the same manner:

 ^                                 For the three months ended September 30,  
 ^                                 2012                 2011                 
 ^                                 (in thousands)                            
Net loss                           $ (52,699)           $ (33,437)           
Less: Net income from discontinued  (969)                --                  
operations
Adjusted tax provision^(a)          839                  241                 
Real estate related depreciation,   100,003              77,393              
amortization and accretion
FFO                                $ 47,174             $ 44,197             
 ^                                                                           
Adjustments to FFO:                                                          
Non-cash straight-line leasing      (12,245)             (2,173)             
revenue
Non-cash straight-line ground       5,899                3,191               
lease expense
Non-cash compensation               3,679                2,773               
Non-real estate related
depreciation, amortization and      970                  743                 
accretion
Amortization of deferred financing  21,073               18,470              
costs and debt discounts
Loss from extinguishment of debt,   22,643               --                  
net
Other (income) expense              (249)                (122)               
Acquisition related expenses        5,715                1,474               
Asset impairment                    1,560                1,106               
Non-discretionary cash capital      (3,111)              (4,442)             
expenditures
AFFO                               $ 93,108             $ 65,217             
Weighted average number of common   123,144              111,190             
shares^(b)
AFFO per share                     $ 0.76               $ 0.59               
                                                                             
(a) Adjusts the income tax provision during the period, to reflect our
estimate of cash income taxes (primarily foreign taxes) that would have been
payable had we been a REIT.
(b) For purposes of the AFFO per share calculation, the weighted average
number of common shares has been adjusted to include the dilutive effect of
stock options and restricted stock units.

Net Debt, Leverage Ratio, and Secured Leverage Ratio

Net Debt is calculated using the notional principal amount of outstanding
debt. Under GAAP policies, the notional principal amount of the Company's
outstanding debt is not necessarily reflected on the face of the Company's
financial statements.

The Debt and Leverage calculations are as follows:

                                                            September 30, 2012
                                                            (in thousands)
                                                             
2010-1 Tower Securities                                     $ 680,000
2010-2 Tower Securities                                      550,000
2012-1 Tower Securities                                      610,000
2011 Term Loan (carrying value of $492,724)                  493,750
2012-1 Term Loan                                             197,500
2012-2 Term Loan (carrying value of $299,251)                300,000
Total secured debt                                           2,831,250
                                                             
1.875% Convertible Senior Notes (carrying value of           535,000
$512,345)
4.0% Convertible Senior Notes (carrying value of $422,052)   499,990
8.25% 2019 Senior Notes (carrying value of $242,162)         243,750
5.625% 2019 Senior Notes                                     500,000
5.75% 2020 Senior Notes                                      800,000
Total unsecured debt                                         2,578,740
Total debt                                                  $ 5,409,990
                                                             
Leverage Ratio                                               
                                                             
Total debt                                                  $ 5,409,990
Less: Cash and cash equivalents, short-term restricted cash  (1,469,246)
and short-term investments
                                                             
Net debt                                                    $ 3,940,744
                                                             
Divided by: Annualized Adjusted EBITDA                      $ 586,248
                                                             
Leverage Ratio                                              6.7x
                                                             
Secured Leverage Ratio                                       
                                                             
Total secured debt                                          $ 2,831,250
Less: Cash and cash equivalents, short-term restricted cash  (1,469,246)
and short-term investments
Net Secured Debt                                            $ 1,362,004
                                                             
Divided by: Annualized Adjusted EBITDA                      $ 586,248
                                                             
Secured Leverage Ratio                                      2.3x

CONTACT: Mark DeRussy, CFA
         Capital Markets
         561-226-9531
        
         Lynne Hopkins
         Media Relations
         561-226-9431
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