SBA Communications Corporation Reports 4th Quarter 2012 Results; Provides 1st Quarter, and Updated Full Year 2013 Outlook

SBA Communications Corporation Reports 4th Quarter 2012 Results; Provides 1st
Quarter, and Updated Full Year 2013 Outlook

BOCA RATON, Fla., Feb. 21, 2013 (GLOBE NEWSWIRE) -- SBA Communications
Corporation (Nasdaq:SBAC) ("SBA" or the "Company") today reported results for
the quarter ended December 31, 2012. Highlights of the results include:

  *Fourth quarter over year earlier period:

    *Site leasing revenue growth of 58%
    *Tower Cash Flow growth of 47%
    *Net loss increased from $29 million to $53 million
    *Adjusted EBITDA growth of 51%
    *AFFO Per Share growth of 38%

"The fourth quarter was a very strong finish to a remarkable year for SBA",
commented Jeff Stoops, President and CEO. "We produced exceptional year over
year growth in all key metrics, including Adjusted EBITDA and AFFO per share.
Domestic customer activity in the fourth quarter was the highest of the year,
and that level of activity has continued into 2013. We finished the highest
portfolio growth year in our Company's history by entering Brazil with an
800-tower acquisition. We increased the size of our tower portfolio by over
60% in 2012, adding quality towers and entering a new market that we believe
will fuel growth for years to come. We accomplished all this portfolio growth
while staying within our target leverage levels. Our strong fourth quarter
results allow us to increase the mid-points on certain key metrics within our
full-year 2013 Outlook. We expect to produce material growth in all key
metrics again in 2013, including Adjusted EBITDA and AFFO per share."

Operating Results

Total revenues in the fourth quarter of 2012 were $293.8 million compared to
$183.8 million in the year earlier period, an increase of 59.9%. Site leasing
revenue of $260.8 million (including $9.8 million of pass through reimbursable
expenses) was up 57.9% over the year earlier period. Site leasing Segment
Operating Profit of $198.6 million was up 51.3% over the year earlier period.
Site leasing contributed 97.2% of the Company's total Segment Operating Profit
in the fourth quarter of 2012. Site development revenues were $33.1 million in
the fourth quarter of 2012 compared to $18.7 million in the year earlier
period, a 76.9% increase. Site development Segment Operating Profit Margin was
17.6% in the fourth quarter of 2012 compared to 12.4% in the year earlier
period, an increase of 520 basis points.

Tower Cash Flow for the fourth quarter of 2012 was $187.0 million, a 46.7%
increase over the year earlier period. Tower Cash Flow Margin for the fourth
quarter of 2012 was 77.7% compared to 80.5% in the year earlier period.

Net loss attributable to SBA Communications Corporation for the fourth quarter
of 2012 was $52.5 million or $0.41 per share compared to $29.1 million or
$0.27 per share in the year earlier period. Net loss for the fourth quarter of
2012 included $18.6 million of acquisition related expenses, the majority of
which related to the Company's TowerCo acquisition completed during the fourth
quarter.

Adjusted EBITDA in the fourth quarter of 2012 was $177.0 million compared to
$117.3 million in the year earlier period, an increase of 50.9%. Adjusted
EBITDA Margin was 64.7% in the fourth quarter of 2012 compared to 66.2% in the
year earlier period.

Net Cash Interest Expense was $58.8 million in the fourth quarter of 2012
compared to $42.2 million in the year earlier period.

AFFO increased 60.5% to $113.0 million in the fourth quarter of 2012 compared
to $70.4 million in the fourth quarter of 2011. AFFO per share increased 37.5%
to $0.88 in the fourth quarter of 2012 compared to $0.64 in the fourth quarter
of 2011.

Investing Activities

During the fourth quarter of 2012, SBA purchased 4,134 tower sites including
3,256 towers acquired from TowerCo and 800 tower sites in Brazil. As
consideration for these acquisitions, the Company paid $1,428.9 million in
cash, including $175.9 million related to the Brazilian towers paid in January
of 2013 (exclusive of working capital adjustments), and issued 4.6 million
shares of its Class A Common stock. SBA also built 103 towers during the
fourth quarter of 2012. As of December 31, 2012, SBA owned 17,491 towers and
managed or leased approximately 4,800 actual or potential additional
communication sites. In addition, the Company spent $24.1 million to purchase
land and easements and to extend lease terms with respect to land underlying
its towers. Total cash capital expenditures for the fourth quarter of 2012
were $1,314.5 million, consisting of $3.9 million of non-discretionary cash
capital expenditures (tower maintenance and general corporate) and $1,310.6
million of discretionary cash capital expenditures (new tower builds, tower
augmentations, tower acquisitions and related earn-outs, and purchasing land
and easements).

Subsequent to December 31, 2012, the Company acquired 6 towers and related
assets and liabilities and the rights to manage one additional tower from
third party sellers for an aggregate consideration of $5.1 million in cash.
The Company has agreed to purchase an additional 90 towers and the rights to
manage 5 additional towers for an aggregate amount of $45.2 million. The
Company anticipates that these acquisitions will be consummated by the end of
the third quarter of 2013.

Financing Activities and Liquidity

SBA ended the fourth quarter with $5.4 billion of total debt (recorded on the
Company's balance sheet at a carrying value of $5.4 billion), $266.3 million
of cash and cash equivalents, short-term restricted cash and short-term
investments and $5.2 billion of Net Debt (as defined below). SBA's Net Debt
and Net Secured Debt to Annualized Adjusted EBITDA Leverage Ratios were 7.3x
and 3.8x, respectively. During the fourth quarter the Company borrowed $100.0
million under the Revolving Credit Facility. As of December 31, 2012, the
Company had $100.0 million outstanding under the Revolving Credit Facility,
and the amount available under the facility was $600.0 million, subject to
compliance with specified financial ratios and the satisfaction of other
customary conditions to borrowing. On January 28, 2013, total commitments
under the Revolving Credit Facility were increased by $30 million from $700
million to $730 million.

During the fourth quarter, a wholly-owned subsidiary of the Company
repurchased an aggregate of $66.2 million in principal amount of the Company's
1.875% Convertible Senior Notes due May 1, 2013 (the "1.875 Notes") for $107.5
million in cash.

In the fourth quarter, SBA did not repurchase any of its common stock and has
remaining authorization to repurchase an additional $150.0 million of its
common stock under its current $300.0 million common stock repurchase plan.

Outlook

The Company is providing its first quarter 2013 Outlook, and updating its Full
Year 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 Full Year 2013 Outlook assumes the acquisition of only those
tower assets under contract at the time of this press release. 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 2013 Outlook 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% Notes upon maturity in cash. The Company currently estimates that its
obligations at maturity of the 1.875% Notes will be approximately $615 million
(based on an assumed $70.00 per share common stock price) net of prior
conversions and 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. Finally, the
Company's Outlook also assumes an average foreign currency exchange rate of
2.0 Brazilian Reais to 1.0 U.S. Dollar for the first quarter and full year
2013.

                                                                       
                      Quarter ending       Full
^                    March 31, 2013       Year 2013
^                    ($'s in millions)
Site leasing           $268.0   to  $273.0  $1,090.0  to  $1,110.0
revenue^(1)
Site development       $28.0    to  $33.0   $100.0    to  $110.0
revenue^
Total revenues^       $296.0   to  $306.0  $1,190.0  to  $1,220.0
Tower Cash Flow^      $191.5   to  $196.5  $790.0    to  $810.0
Adjusted EBITDA^      $180.0   to  $185.0  $740.0    to  $760.0
Net cash interest      $59.0    to  $61.0   $242.0    to  $252.0
expense ^(2)
Non-discretionary cash
capital expenditures   $4.0     to  $5.0    $16.0     to  $21.0
^(3)
AFFO^                 $113.0   to  $121.0  $462.0    to  $496.0
Discretionary cash
capital expenditures   $240.0   to  $250.0  $355.0    to  $385.0
^(4)
                                                    
(1) The Company's Outlook for site leasing revenue reflects $9.8
and $39.0 million of pass through reimbursable expenses, at the
midpoint, for the quarter ending March 31, 2013 and full year
2013, 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 Friday, February
22, 2013 at 10:00 AM (EST) to discuss the quarterly results. The call may be
accessed as follows:

When:                 Friday, February 22, 2013 at 10:00 AM (EST)
Dial-in number:        (800) 230-1074
Conference call name:  SBA Fourth Quarter Results
Replay:                February 22, 2013 at 1:00 PM (ET) through March 8,
                        2013 at 11:59 PM (ET)
Number:               (800) 475-6701
Access Code:           278507
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 first quarter of 2013 and full year
2013, (ii) the Company's expectation that it will produce material growth in
all key metrics in 2013, (iii) the Company's belief that pending acquisitions
will close by the end of the second quarter of 2013, (iv) spending additional
capital in 2013 on acquiring revenue producing assets not yet identified or
under contract, (v) the Company's estimate of the amount of obligations that
will be due upon the maturity of the 1.875% Notes, (vi) the Company's ability
to refinance its 1.875% Notes and the terms of such refinancing, (vii) the
Company's expectation regarding new tower builds in 2013, (viii) the Company's
assumptions regarding Brazil's foreign exchange rates, and (ix) the Company's
expectations regarding the effect of entering into the Brazilian market on the
Company's growth. 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 successfully
manage the risks associated with international operations, including risks
associated with land ownership; (5) the Company's ability to secure and retain
as many site leasing tenants as planned at anticipated lease rates; (6) the
impact of continued consolidation among wireless service providers on the
Company's leasing revenue;(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 protect its
rights to the land under its towers; (11) the Company's ability to realize
economies of scale from its tower portfolio; (12) the Company's ability to
comply with covenants and the terms of its credit instruments; (13) the
economic climate for the wireless communications industry in general and the
wireless communications infrastructure providers in particular, and (14) 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, Central and
South 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)
                                                             
                      For the three months        For the fiscal year
                       ended December 31,          ended December 31,
                      2012          2011          2012          2011
                      (unaudited)   (unaudited)   (unaudited)   
Revenues:^                                                   
Site leasing^         $260,762    $165,123    $846,094    $616,294
Site development^     33,079        18,696        107,990       81,876
Total revenues^       293,841       183,819       954,084       698,170
                                                             
Operating expenses:^                                         
Cost of revenues
(exclusive of
depreciation,                                                 
accretion and
amortization shown
below):
Cost of site leasing^ 62,164        33,885        188,951       131,916
Cost of site           27,262        16,378        90,556        71,005
development^
Selling, general and   19,624        15,797        72,148        62,828
administrative ^(1)
Asset impairment^     3,828         4,070         6,383         5,472
Acquisition related    18,558        2,268         40,433        7,144
expenses^
Depreciation,
accretion and          131,357       79,441        408,467       309,146
amortization^
Total operating        262,793       151,839       806,938       587,511
expenses^
Operating income^     31,048        31,980        147,146       110,659
                                                             
Other income                                                  
(expense):^
Interest income^      709           39            1,128         136
Interest expense ^    (59,513)      (42,280)      (196,241)     (160,896)
Non-cash interest      (17,829)      (16,534)      (70,110)      (63,629)
expense^
Amortization of
deferred financing     (3,577)       (2,407)       (12,870)      (9,188)
fees^
Loss from
extinguishment of      (2,007)       --          (51,799)      (1,696)
debt, net^
Other income           421           362           5,654         (165)
(expense)^
Total other expense^  (81,796)      (60,820)      (324,238)     (235,438)
                                                             
Loss from operations
before provision for   (50,748)      (28,840)      (177,092)     (124,779)
income taxes^
Provision for income   (1,785)       (329)         (6,594)       (2,113)
taxes^
Loss from continuing   (52,533)      (29,169)      (183,686)     (126,892)
operations^
Income from
discontinued           (53)          --          2,296         --
operations, net of
income taxes^
Net Loss^             (52,586)      (29,169)      (181,390)     (126,892)
Net loss attributable
to noncontrolling      97            88            353           436
interest^
Net loss attributable
to SBA Communications  $(52,489)   $(29,081)   $ (181,037)  $ (126,456)
Corporation^
                                                             
Net loss per common                                           
share attributable to
SBA Communications                                            
Corporation:
Basic and diluted ^   $(0.41)     $(0.27)     $(1.51)     $(1.13)
                                                             
Weighted average
number of common       126,598       109,474       120,280       111,595
shares^
                                                             
^(1)^ Includes non-cash compensation of $3,328 and $2,717 for the three
months ended December 31, 2012 and 2011, respectively, and $13,781 and $11,282
for the years ended December 31, 2012 and 2011, respectively.


CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                           
                                          December 31, 2012 December 31, 2011
                                          (unaudited)       
ASSETS                                                      
Current assets:                                             
Cash and cash equivalents                  $233,099        $47,316
Restricted cash                            27,708            22,266
Short-term investments                     5,471             5,773
Accounts receivable, net of allowance of
$246 and $135 in 2012 and 2011,            39,099            22,100
respectively
Other current assets                       63,186            31,901
Total current assets                       368,563           129,356
                                                           
Property and equipment, net                2,671,317         1,583,393
Intangible assets, net                     3,134,133         1,639,784
Deferred financing fees, net               66,324            42,064
Other long-term assets                     355,280           211,802
Total assets                               $6,595,617      $3,606,399
                                                           
LIABILITIES AND SHAREHOLDERS' EQUITY                        
(DEFICIT)
                                                           
Current liabilities:                                        
Current maturities of long-term debt, net  $475,351        $5,000
Accounts payable and accrued expenses      69,746            36,501
Accrued interest                           46,233            32,351
Other current liabilities                  272,358           53,029
Total current liabilities                  863,688           126,881
                                                           
Long-term liabilities:                                      
Long-term debt, net                        4,880,752         3,349,485
Other long-term liabilities                186,475           129,282
Total long-term liabilities                5,067,227         3,478,767
                                                           
Redeemable noncontrolling interests        11,711            12,064
                                                           
Shareholders' equity (deficit)             652,991           (11,313)
Total liabilities and shareholders' equity $6,595,617      $3,606,399
(deficit)


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
                                                         
                                      For the three months ended December 31,
                                      2012                2011
CASH FLOWS FROM OPERATING ACTIVITIES:                     
Net loss                               $(52,586)         $(29,169)
Adjustments to reconcile net loss to
net cash provided by operating                            
activities:
Loss from discontinued operations, net 53                  --
of income taxes
Depreciation, accretion, and           131,357             79,440
amortization
Non-cash interest expense              17,829              16,534
Deferred income tax benefit            (95)                (651)
Asset impairment                       3,828               4,070
Non-cash compensation expense          3,382               2,774
Amortization of deferred financing     3,577               2,407
fees
Loss from extinguishment of debt, net  2,007               --
Other non-cash items reflected in the  (853)               152
Statements of Operations
Changes in operating assets and                           
liabilities, net of acquisitions:
Accounts receivable and costs and
estimated earnings in excess of        (4,584)             (5,143)
billings on uncompleted contracts, net
Prepaid and other assets               (31,563)            (14,854)
Accounts payable and accrued expenses  1,121               2,824
Accrued interest                       11,226              3,258
Other liabilities                      18,692              988
Net cash provided by operating         103,391             62,630
activities
                                                         
CASH FLOWS FROM INVESTING ACTIVITIES:                     
Acquisitions and related earn-outs     (1,275,666)         (169,965)
Capital expenditures                   (38,804)            (30,232)
Proceeds from sale of DAS assets       5,700               --
Other investing activities             (1,088)             (441)
Net cash used in investing activities  (1,309,858)         (200,638)
                                                         
CASH FLOWS FROM FINANCING ACTIVITIES:                     
Repayment of Term Loans                (3,750)             (1,250)
Principal payments under capital lease (381)               (285)
obligations
Repurchase of convertible debt         (107,493)           --
Borrowings under Revolving Credit      100,000             --
Facility
Proceeds from employee stock           10,207              7,551
purchase/stock option plans
Payment of deferred financing fees     (1,580)             (41)
Other financing activities             304                 --
Net cash (used in) provided by         (2,693)             5,975
financing activities
                                                         
Effect of exchange rate changes on     1,267               44
cash and cash equivalents
Net cash provided by discontinued                         
operations:
Operating Activities                   (53)                --
                                                         
NET DECREASE IN CASH AND CASH          (1,207,946)         (131,989)
EQUIVALENTS
CASH AND CASH EQUIVALENTS:                                
Beginning of quarter                   1,441,045           179,305
End of quarter                         $233,099          $47,316

                                                           
                                           For the three     For the fiscal
                                          months ended      year ended
                                           December 31, 2012 December 31, 2012
                                          (in thousands)
                                                           
SELECTED CAPITAL EXPENDITURE DETAIL:                        
                                                           
Tower new build construction               $26,215         $76,552
Tower upgrades/augmentations               8,645             24,427
                                                           
Non-discretionary capital expenditures:                     
Maintenance/improvement capital            2,178             8,562
expenditures
General corporate expenditures             1,766             3,724
Total non-discretionary capital            3,944             12,286
expenditures
                                                           
Total capital expenditures                 $38,804         $113,265

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 December 31,    ended December 31,
                               2012       2011       2012         2011
                               (in thousands)        (in thousands)
Segment revenue                 $260,762 $165,123 $33,079    $18,696
Segment cost of revenues
(excluding                      (62,164)   (33,885)   (27,262)     (16,378)
depreciation,accretion and
amortization):
Segment operating profit        $198,598 $131,238 $5,817     $2,318
Segment operating profit margin 76.2%      79.5%      17.6%        12.4%

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 December 31,
                                                      2012       2011
                                                      (in thousands)
Site leasing revenue                                   $260,762 $165,123
Site leasing cost of revenue (excluding depreciation,  (62,164)   (33,885)
accretion, and amortization)
Site leasing segment operating profit                  198,598    131,238
Non-cash straight-line leasing revenue                 (20,100)   (6,703)
Non-cash straight-line ground lease expense            8,464      2,938
Tower Cash Flow                                        $186,962 $127,473
                                                                
The calculation of Tower Cash Flow Margin is as                  
follows:
                                                                
                                                      For the three months
                                                       ended December 31,
                                                      2012       2011
                                                      (in thousands)       
Site leasing revenue                                   $260,762 $165,123
Non-cash straight-line leasing revenue                 (20,100)   (6,703)
Site leasing revenue minus non-cash straight-line      $240,662 $158,420
leasing revenue
Tower Cash Flow                                        $186,962 $127,473
Tower Cash Flow Margin                                 77.7%      80.5%

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 December 31,
                                        2012              2011
                                        (in thousands)
Net loss^                               $(52,586)       $(29,169)
Interest income^                        (709)             (39)
Total interest expense ^(1)              80,919            61,221
Depreciation, accretion, and             131,357           79,441
amortization^
Asset impairment^                       3,828             4,070
Provision for taxes ^(2)                 2,267             834
Loss from extinguishment of debt, net^  2,007             --
Non-cash compensation^                  3,382             2,774
Non-cash straight-line leasing revenue^ (20,100)          (6,703)
Non-cash straight-line ground lease      8,464             2,938
expense^
Acquisition related expenses^           18,558            2,268
Other expense (income)^                 (421)             (362)
Income from discontinued operations^    53                --
Adjusted EBITDA^                        $177,019        $117,273
Annualized Adjusted EBITDA ^(3)          $708,076        $469,092
                                                         
^(1)^ Total interest expense includes cash interest expense, non-cash
interest expense and amortization of deferred financing fees.
^(2)^ For the three months ended December 31, 2012 and December 31, 2011,
these amounts included $481 and $504, respectively, of franchise taxes
reflected on 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 December 31,
                                                        2012       2011
                                                        (in thousands)
Total revenues                                           $293,841 $183,819
Non-cash straight-line leasing revenue                   (20,100)   (6,703)
Total revenues minus non-cash straight-line leasing      $273,741 $177,116
revenue
Adjusted EBITDA                                          $177,019 $117,273
Adjusted EBITDA Margin                                   64.7%      66.2%

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 December 31,
                                    2012                 2011
                                    (in thousands)
Net loss^                           $(52,586)          $(29,169)
Less: Net income from discontinued   53                   --
operations^
Adjusted tax provision^(a)           947                  1
Real estate related depreciation,    130,356              78,561
amortization and accretion^
FFO^                                $78,770            $49,393
                                                        
Adjustments to FFO:^                                    
Non-cash straight-line leasing       (20,100)             (6,703)
revenue^
Non-cash straight-line ground lease  8,464                2,938
expense^
Non-cash compensation^              3,382                2,774
Non-real estate related
depreciation, amortization and       1,001                879
accretion^
Amortization of deferred financing   21,406               18,941
costs and debt discounts^
Loss from extinguishment of debt,    2,007                --
net^
Other (income) expense^             (421)                (362)
Acquisition related expenses^       18,558               2,268
Asset impairment^                   3,828                4,070
Non-discretionary cash capital       (3,944)              (3,802)
expenditures^
AFFO^                               $112,951           $70,396
                                                        
Weighted average number of common    128,109              110,527
shares^(b)
                                                        
AFFO per share^                     $0.88              $0.64
                                                        
(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:

                                                            December 31, 2012
                                                            (in thousands)
                                                            
2010-1 Tower Securities                                      $680,000
2010-2 Tower Securities                                      550,000
2012-1 Tower Securities                                      610,000
Revolving Credit Facility                                    100,000
2011 Term Loan (carrying value of $491,518)                  492,500
2012-1 Term Loan                                             195,000
2012-2 Term Loan (carrying value of $299,278)                300,000
Total secured debt                                           2,927,500
                                                            
1.875% Convertible Senior Notes (carrying value of $457,351) 468,836
4.0% Convertible Senior Notes (carrying value of $430,751)   499,987
8.25% 2019 Senior Notes (carrying value of $242,205)         243,750
5.625% 2019 Senior Notes                                     500,000
5.75% 2020 Senior Notes                                      800,000
Total unsecured debt                                         2,512,573
Total debt                                                   $5,440,073
                                                            
Leverage Ratio                                               
                                                            
Total debt                                                   $ 5,440,073
Less: Cash and cash equivalents, short-term restricted cash  (266,278)
and short-term investments
                                                            
Net debt                                                     $5,173,795
                                                            
Divided by: Annualized Adjusted EBITDA                       $708,076
                                                            
Leverage Ratio                                               7.3x
                                                            
Secured Leverage Ratio                                       
                                                            
Total secured debt                                           $2,927,500
Less: Cash and cash equivalents, short-term restricted cash  (266,278)
and short-term investments
Net Secured Debt                                             $2,661,222
                                                            
Divided by: Annualized Adjusted EBITDA                       $708,076
                                                            
Secured Leverage Ratio                                       3.8x

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