SBA Communications Corporation Reports 2nd Quarter 2013 Results; Provides 3rd Quarter and Updated 2013 Outlook

SBA Communications Corporation Reports 2nd Quarter 2013 Results; Provides 3rd
Quarter and Updated 2013 Outlook

BOCA RATON, Fla., Aug. 1, 2013 (GLOBE NEWSWIRE) -- SBA Communications
Corporation (Nasdaq:SBAC) ("SBA" or the "Company") today reported results for
the quarter ended June 30, 2013. Highlights of the results include:

Second quarter over year earlier period:

  *Site leasing revenue growth of 37%
  *Tower Cash Flow growth of 34%
  *Net loss decreased from $54 million to $36 million
  *Adjusted EBITDA growth of 38%
  *AFFO Per Share growth of 28%

"The second quarter was another strong one for SBA," commented Jeff Stoops,
President and CEO. "Our domestic customers continue to stay very busy, with
both high levels of 4G amendment activity on existing macro sites and an
increasing amount of new macro site deployment activity. Activity in our
international markets was strong as well. Based on our existing backlogs, we
expect continued strength in both our leasing and services segments for the
remainder of 2013 and into 2014. We expect our portfolio growth will
accelerate materially in the second half of 2013, primarily as a result of our
recently announced Oi transaction in Brazil, which upon its anticipated
closing later this year will result in us once again surpassing our annual
portfolio growth goals. We expect the combination of strong continued customer
activity and material portfolio growth will allow us to finish 2013 with, and
position 2014 for, material growth in site leasing revenue, adjusted EBITDA,
AFFO and AFFO per share."

Operating Results

Total revenues in the second quarter of 2013 were $324.3 million compared to
$229.1 million in the year earlier period, an increase of 41.6%. Site leasing
revenue of $279.5 million (including $9.9 million of pass through reimbursable
expenses) was up 37.4% over the year earlier period. Site leasing Segment
Operating Profit of $211.7 million was up 33.3% over the year earlier period.
Site leasing contributed 96.0% of the Company's total Segment Operating Profit
in the second quarter of 2013. Site development revenues were $44.8 million in
the second quarter of 2013 compared to $25.6 million in the year earlier
period, a 75.2% increase. Site development Segment Operating Profit Margin was
19.8% in the second quarter of 2013 compared to 16.1% in the year earlier
period.

Tower Cash Flow for the second quarter of 2013 was $203.9 million, a 33.8%
increase over the year earlier period. Tower Cash Flow Margin for the second
quarter of 2013 was 77.6% compared to 79.3% in the year earlier period.

Net loss for the second quarter of 2013 was $35.9 million or $0.28 per share
compared to $53.5 million or $0.44 per share in the year earlier period.

Adjusted EBITDA in the second quarter of 2013 was $196.4 million compared to
$142.9 million in the year earlier period, an increase of 37.5%. Adjusted
EBITDA Margin was 63.9% in the second quarter of 2013 compared to 65.6% in the
year earlier period.

Net Cash Interest Expense was $62.4 million in the second quarter of 2013
compared to $43.9 million in the year earlier period.

AFFO increased 35.9% to $129.5 million in the second quarter of 2013 compared
to $95.3 million in the second quarter of 2012. AFFO per share increased 28.2%
to $1.00 in the second quarter of 2013 compared to $0.78 in the second quarter
of 2012.

Investing Activities

During the second quarter of 2013, SBA purchased 44 tower sites and the rights
to 6 additional communication sites for $36.4 million in cash. SBA also built
80 towers and decommissioned 76 towers during the second quarter of 2013. As
of June 30, 2013, SBA owned 17,587 towers and managed or leased approximately
4,900 actual or potential additional communication sites. In addition, the
Company spent $14.6 million to purchase land and easements and to extend lease
terms with respect to land underlying its towers. Total cash capital
expenditures for the second quarter of 2013 were $81.0 million, consisting of
$3.9 million of non-discretionary cash capital expenditures (tower maintenance
and general corporate) and $77.1 million of discretionary cash capital
expenditures (new tower builds, tower augmentations, tower acquisitions and
related earn-outs, and purchasing land and easements).

Subsequent to the second quarter of 2013, the Company acquired 5 towers and
related assets and liabilities and the rights to manage 3 additional
communication sites for an aggregate consideration of $5.4 million in cash. In
addition to the Company's previously announced agreement to purchase the
exclusive use rights for 2,113 towers in Brazil from Oi SA for approximately
R$686.7 million, the Company has agreed to purchase in the U.S. and
internationally 299 towers and the rights to manage 5 additional communication
sites for an aggregate amount of $162.1 million. The Company anticipates that
these acquisitions will be consummated by the end of the fourth quarter of
2013.

Financing Activities and Liquidity

On April 18, 2013, the Company, through its existing SBA Tower Trust, sold
$1.33 billion in Secured Tower Revenue Securities (the "2013 Tower
Securities"). The 2013 Tower Securities have a blended interest rate of 3.218%
and a weighted average life through the anticipated repayment date of 7.2
years. The net proceeds from this offering were used to repay the $100.0
million outstanding balance under the Company's Revolving Credit facility, to
repay $500.0 million of Term Loans under the Company's Senior Credit
Agreement, and to satisfy the unhedged obligations in connection with the
Company's 1.875% Convertible Senior Notes due 2013.

SBA ended the second quarter with $5.7 billion of total debt, $231.2 million
of cash and cash equivalents, short-term restricted cash, and short-term
investments, and $5.5 billion of Net Debt (as defined below). SBA's Net Debt
and Net Secured Debt to Annualized Adjusted EBITDA Leverage Ratios were 7.0x
and 4.4x, respectively.

As of June 30, 2013, the Company had no amounts outstanding under the
Revolving Credit Facility, and the amount available under the facility was
$770.0 million, subject to compliance with specified financial ratios and the
satisfaction of other customary conditions to borrowing.

During the second quarter, SBA spent $23.6 million to early settle a portion
of the outstanding warrants scheduled to mature during the third and fourth
quarter. There were approximately 2.7 million shares underlying the settled
warrants, or approximately 20% of the total outstanding warrants.

During the second 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 third 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 for discretionary cash capital
expenditures assumes the acquisition of only those tower assets under contract
at the time of this press release, including the Oi acquisition. The
substantial majority of these acquisitions are assumed to close at the end of
the year. 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. Finally, the Company's Outlook also assumes an average foreign
currency exchange rate of 2.28 Brazilian Reais to 1.0 U.S. Dollar for the
third and fourth quarters of 2013.


                                      Quarter ending     Full
                                      September 30, 2013 Year 2013
                                      ($'s in millions)
Site leasing revenue^(1)               $279.5  to  $284.5 $1,117.0 to $1,127.0
Site development revenue               $35.0   to  $45.0  $150.0   to $165.0
Total revenues                         $314.5  to  $329.5 $1,267.0 to $1,292.0
Tower Cash Flow                        $203.0  to  $208.0 $813.0   to $823.0
Adjusted EBITDA                        $193.5  to  $198.5 $776.0   to $786.0
Net cash interest expense^(2)          $61.5   to  $63.5  $241.0   to $251.0
Non-discretionary cash capital         $3.7    to  $4.7   $14.5    to $19.5
expenditures^(3)
AFFO                                   $123.5  to  $132.5 $500.0   to $526.0
Discretionary cash capital             $84.0   to  $94.0  $805.0   to $845.0
expenditures^(4)


^(1) The Company's Outlook for site leasing revenue reflects $10.0 and $40.0
million of pass through reimbursable expenses, at the midpoint, for the
quarter ending September 30, 2013 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.
^(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, August
2, 2013 at 10:00 AM (EDT) to discuss the quarterly results. The call may be
accessed as follows:

When:                 Friday, August 2, 2013 at 10:00 AM (EDT)
Dial-in number:       (800) 230-1059
Conference call name: SBA Second Quarter Results
Replay:               August 2, 2013 at 1:00 PM (EDT) through August 16, 2013
                      at 11:59 PM (EDT)
Number:               (800) 475-6701
Access Code:          296523
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 the Company's
expectations regarding (i) continued strength in the leasing and services
segments for the remainder of 2013, (ii) portfolio growth in the second half
of 2013, (iii) the Company's financial and operational guidance for the third
quarter of 2013 and full year 2013, (iv) timing for closing for currently
pending acquisitions, including the Oi transaction, (v) spending additional
capital in 2013 on acquiring revenue producing assets not yet identified or
under contract, (vi) customer activity levels during the remainder of 2013,
(vii) the Company's assumptions regarding Brazil's foreign exchange rates, and
(viii) its ability to finish 2013 and be positioned in 2014 for material
growth in site leasing revenue, adjusted EBITDA, AFFO and 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, 2013.

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 secure and retain
as many site leasing tenants as planned at anticipated lease rates; (4) the
impact of continued consolidation among wireless service providers on the
Company's leasing revenue; (5) the Company's ability to successfully manage
the risks associated with international operations, including risks associated
with foreign currency exchange rates; (6) the Company's ability to secure and
deliver anticipated services business at contemplated margins; (7) the
Company's ability to maintain expenses and cash capital expenditures at
appropriate levels for its business; (8) the Company's ability to acquire land
underneath towers on terms that are accretive; (9) the Company's ability to
realize economies of scale from its tower portfolio; (10) the Company's
ability to comply with covenants and the terms of its credit instruments; (11)
the economic climate for the wireless communications industry in general and
the wireless communications infrastructure providers in particular, (12) the
continued dependence on towers and outsourced site development services by the
wireless carriers, and (13) the Company's ability to protect its rights to
land under its towers. 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 to 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 to
receive required regulatory approval, the ability and willingness of each
party to fulfill their respective closing conditions and their contractual
obligations and the availability of cash on hand or borrowing capacity under
the Revolving Credit Facility to fund the consideration.

This press release contains non-GAAP financial measures. Reconciliation of
each of these non-GAAP financial measures and the other Regulation G
information 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)
(unaudited)
                                                               
                          For the three months       For the six months
                          ended June 30,             ended June 30,
                          2013          2012         2013         2012
                          ^            ^           ^           ^
Revenues:                  ^            ^           ^           ^
Site leasing               $279,501    $203,581   $553,005   $376,504
Site development           44,804        25,566       84,372       45,133
Total revenues             324,305       229,147      637,377      421,637
                          ^            ^           ^           ^
Operating expenses:        ^            ^           ^           ^
Cost of revenues
(exclusive of
depreciation, accretion    ^            ^           ^           ^
and amortization shown
below):
Cost of site leasing       67,784        44,759       135,885      80,166
Cost of site development   35,941        21,446       68,535       38,232
Selling, general, and      21,507        17,744       41,938       34,959
administrative^(1)
Asset impairment and       6,493         646          10,215       995
decommission costs
Acquisition related        1,957         15,816       7,779        16,160
expenses
Depreciation, accretion,   141,089       93,998       266,725      176,098
and amortization
Total operating expenses   274,771       194,409      531,077      346,610
                          ^            ^           ^           ^
Operating income           49,534        34,738       106,300      75,027
                          ^            ^           ^           ^
Other income (expense):    ^            ^           ^           ^
Interest income            697           37           1,338        84
Interest expense          (63,117)      (43,902)     (122,582)    (86,150)
Non-cash interest expense  (12,144)      (17,416)     (29,509)     (34,407)
Amortization of deferred   (3,923)       (3,661)      (7,527)      (6,094)
financing fees
Loss from extinguishment   (5,618)       (27,149)     (5,760)      (27,149)
of debt, net
Other income, net          547           4,972        699          4,984
Total other expense, net   (83,558)      (87,119)     (163,341)    (148,732)
Loss before provision for  (34,024)      (52,381)     (57,041)     (73,705)
income taxes
Provision for income taxes (1,875)       (2,453)      (1,234)      (3,780)
Loss from continuing       (35,899)      (54,834)     (58,275)     (77,485)
operations
Income from discontinued
operations, net of income  --          1,380        --         1,380
taxes
Net loss                   (35,899)     (53,454)    (58,275)   (76,105)
Less: Net (income) loss
attributable to the        --          (18)         --         2
noncontrolling interest
Net loss attributable to
SBA Communications         $(35,899)   $(53,472)  $(58,275)  $(76,103)
Corporation
                          ^            ^           ^           ^
Basic and diluted loss per ^            ^           ^           ^
common share amounts:
Loss from continuing       $(0.28)     $(0.45)    $(0.46)    $(0.67)
operations
Income from discontinued   --          0.01         --         0.01
operations
Net loss per common share  $(0.28)     $(0.44)    $(0.46)    $(0.66)
Basic and diluted weighted
average number of common   127,713       121,318      127,387      116,374
shares
                          ^            ^           ^           ^
The accompanying condensed notes are an integral part of these consolidated
financial statements.
                                                               
(1) Includes non-cash compensation of $4,874 and $3,804 for the three months
ended June 30, 2013 and 2012, respectively, and $8,691 and $6,815 for the six
months ended June 30, 2013 and 2012, respectively.



CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

                                              June 30, 2013 December 31, 2012
                                              (unaudited)   
ASSETS                                                      
Current Assets:                                             
Cash and cash equivalents                      $ 189,442     $ 233,099
Restricted cash                                36,378        27,708
Short-term investments                         5,388         5,471
Accounts receivable, net of allowance of $374
and $246 at June 30, 2013 and December 31,     47,783        39,099
2012, respectively
Costs and estimated earnings in excess of      35,654        23,644
billings on uncompleted contracts
Prepaid and other current assets               37,439        39,542
Total current assets                           352,084       368,563
                                                           
Property and equipment, net                    2,570,407     2,671,317
Intangible assets, net                         3,088,296     3,134,133
Deferred financing fees, net                   79,799        66,324
Other assets                                   393,920       355,280
Total assets                                   $ 6,484,506   $ 6,595,617
                                                           
LIABILITIES AND SHAREHOLDERS' EQUITY                        
Current Liabilities                                         
Current maturities of long-term debt           $ 10,000      $ 475,351
Accounts payable                               24,101        27,694
Accrued expenses                               39,979        42,052
Deferred revenue                               72,739        76,668
Accrued interest                               46,439        46,233
Other current liabilities                      19,640        195,690
Total current liabilities                      212,898       863,688
                                                           
Long-term liabilities:                                      
Long-term debt                                 5,631,209     4,880,752
Other long-term liabilities                    204,662       186,475
Total long-term liabilities                    5,835,871     5,067,227
                                                           
Commitments and contingencies                               
                                                           
Redeemable noncontrolling interest             --           11,711
Stockholders' equity (deficit)                              
Common stock - Class A, par value $0.01,
400,000 shares authorized, 127,784 and 126,933 1,278         1,269
shares issued and outstanding at June 30, 2013
and December 31, 2012, respectively
Additional paid in capital                     2,969,083     3,111,107
Accumulated deficit                            (2,520,451)   (2,462,176)
Accumulated other comprehensive income, net    (14,173)      2,791
Total shareholders' equity                     435,737       652,991
Total liabilities and shareholders' equity     $ 6,484,506   $ 6,595,617
                                                           
The accompanying condensed notes are an integral part of these consolidated
financial statements.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

                                                        For the three months
                                                        ended June 30,
                                                        2013       2012
CASH FLOWS FROM OPERATING ACTIVITIES:                              
Net loss                                                 $ (35,899) $ (53,454)
Adjustments to reconcile net loss to net cash provided             
by operating activities:
Income from discontinued operations, net of income taxes --        (1,380)
Depreciation, accretion, and amortization                141,089   93,998
Non-cash interest expense                                12,144    17,416
Deferred income tax expense                              406       1,375
Non-cash asset impairment and decommission costs         4,534     646
Non-cash compensation expense                            4,930     3,850
Provision for doubtful accounts                          199       --
Amortization of deferred financing fees                  3,923     3,661
Loss from extinguishment of debt, net                    5,618     27,149
Other non-cash items reflected in the Statements of      (959)     (4,614)
Operations
Changes in operating assets and liabilities, net of                
acquisitions:
Accounts receivable and costs and estimated earnings in  (6,588)   (2,605)
excess of billingson uncompleted contracts, net
Prepaid and other assets                                 (15,222)  (23,425)
Accounts payable and accrued expenses                    2,203     7,890
Accrued interest                                         6,495     38
Other liabilities                                        11,058    12,184
Net cash provided by operating activities                133,931   82,729
CASH FLOWS FROM INVESTING ACTIVITIES:                              
Acquisitions and related earn-outs                       (47,177)  (900,243)
Capital expenditures                                     (33,779)  (23,435)
Other investing activities                               (1,095)   (1,286)
Net cash used in investing activities                    (82,051)  (924,964)
CASH FLOWS FROM FINANCING ACTIVITIES:                              
Net (repayments) borrowings under Revolving Credit       (100,000) 84,000
Facility
Proceeds from Mobilitie Bridge Loan, net of fees         --        395,000
Repurchase of 2016 Notes and 2019 Notes                  --        (283,828)
Proceeds from 2012 Term Loan, net of fees                --        197,310
Repayment of Term Loans                                  (502,500) (1,250)
Proceeds from bankruptcy claim on convertible hedge      540       4,648
Proceeds from employee stock purchase/stock option plans 1,780     7,841
Principal payments under capital lease obligations       (477)     (357)
Payment of deferred financing fees                       (417)     (1,223)
Payments on settlement of convertible debt               (794,996) --
Proceeds from settlement of convertible note hedges      137,623   --
Payments for early unwind of common stock warrants       (23,648)  --
Proceeds from issuance of Tower Securities               1,305,935 --
Payment of restricted cash relating to SBA Tower Trust   (7,333)   --
Net cash provided by financing activities                16,507    402,141
Effect of exchange rate changes on cash and cash         (1,175)   (101)
equivalents
Net cash provided by discontinued operations from        --        1,380
operating activities
                                                                  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     67,212    (438,815)
CASH AND CASH EQUIVALENTS:                                         
Beginning of period                                      122,230   525,554
End of period                                            $ 189,442  $ 86,739

                                                         
                                                         
                                            For the three For the six
                                            months ended  months ended
                                            June 30, 2013 June 30, 2013
                                            (in thousands)
                                                         
SELECTED CAPITAL EXPENDITURE DETAIL:                      
                                                         
Tower new build construction                 $ 18,053      $ 41,424
Tower upgrades/augmentations                 11,779       20,099
Non-discretionary capital expenditures:                   
Maintenance/improvement capital expenditures 3,047        6,093
General corporate expenditures               900          2,586
Total non-discretionary capital expenditures 3,947        8,679
Total capital expenditures                   $ 33,779      $ 70,202

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 June 30,       ended June 30,
                                2013       2012      2013         2012
                                (in thousands)       (in thousands)
                                                               
Segment revenue                  $ 279,501  $ 203,581 $ 44,804     $ 25,566
Segment cost of revenues
(excluding depreciation,         (67,784)  (44,759) (35,941)    (21,446)
accretion and amortization)
Segment operating profit         $ 211,717  $ 158,822 $ 8,863      $ 4,120
                                                               
Segment operating profit margin  75.7%      78.0%     19.8%        16.1%

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 June 30,
                                                         2013       2012
                                                         (in thousands)
                                                                   
Site leasing revenue                                      $ 279,501  $ 203,581
Site leasing cost of revenue (excluding depreciation,     (67,784)  (44,759)
accretion, and amortization)
Site leasing segment operating profit                     211,717   158,822
Non-cash straight-line leasing revenue                    (16,833)  (11,508)
Non-cash straight-line ground lease expense               9,009     5,027
Tower Cash Flow                                           $ 203,893  $ 152,341
                                                                   
The calculation of Tower Cash Flow Margin is as follows:            
                                                                   
                                                         For the three months
                                                         ended June 30,
                                                         2013       2012
                                                         (in thousands)
                                                                   
Site leasing revenue                                      $ 279,501  $ 203,581
Non-cash straight-line leasing revenue                    (16,833)  (11,508)
Site leasing revenue minus non-cash straight-line leasing $ 262,668  $ 192,073
revenue
Tower Cash Flow                                           $ 203,893  $ 152,341
Tower Cash Flow Margin                                    77.6%      79.3%

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 June 30,
                                           2013       2012
^                                          (in thousands)
                                                     
Net loss^                                  $(35,899) $(53,454)
Non-cash straight-line leasing revenue      (16,833)  (11,508)
Non-cash straight-line ground lease expense 9,009     5,027
Non-cash compensation                       4,930     3,850
Loss from extinguishment of debt, net       5,618     27,149
Other income                                (547)     (4,972)
Acquisition related expenses                1,957     15,816
Asset impairment and decommission costs     6,493     646
Interest income                             (697)     (37)
Total interest expense ^(1)                 79,184    64,979
Depreciation, accretion, and amortization   141,089   93,998
Provision for taxes ^(2)                    2,084     2,762
Income from discontinued operations         --       (1,380)
Adjusted EBITDA                             $196,388  $142,876
Annualized Adjusted EBITDA ^(3)             $ 785,552  $571,504


^(1)Total interest expense includes interest expense, non-cash interest
expense, and amortization of deferred financing fees.
^(2)For the three months ended June 30, 2013 and 2012, these amounts included
$210 and $308, 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 June 30,
                                                         2013       2012
                                                         (in thousands)
                                                                   
Total revenues                                            $ 324,305  $ 229,147
Non-cash straight-line leasing revenue                    (16,833)  (11,508)
Total revenues minus non-cash straight-line leasing       $ 307,472  $ 217,639
revenue
Adjusted EBITDA                                           $ 196,388  $ 142,876
Adjusted EBITDA Margin                                    63.9%      65.6%

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 June 30,
                                        2013               2012
                                        (in thousands)
Net loss                                 $ (35,899)         $ (53,454)
Less: Net income from discontinued       --               (1,380)
operations
Adjusted tax provision^(1)               966               1,460
Real estate related depreciation,        139,923           93,046
amortization, and accretion
FFO                                      $ 104,990          $ 39,672
                                        ^                 ^
Adjustments to FFO:                      ^                 ^
Non-cash straight-line leasing revenue   (16,833)          (11,508)
Non-cash straight-line ground lease      9,009             5,027
expense
Non-cash compensation                    4,930             3,850
Loss from extinguishment of debt, net    5,618             27,149
Other (income) expense                   (547)             (4,972)
Acquisition related expenses             1,957             15,816
Asset impairment and decommission costs  6,493             646
Non-real estate related depreciation,    1,166             952
amortization, and accretion
Amortization of deferred financing costs 16,067            21,077
and debt discounts
Interest deemed paid upon conversion of  549               --
convertible notes
Non-discretionary cash capital           (3,947)           (2,441)
expenditures
AFFO                                     $ 129,452          $ 95,268
Weighted average number of common        128,916           122,691
shares^(2)
AFFO per share                           $ 1.00             $ 0.78
                                        ^                 ^
(1) 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.
(2) 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:

                                                               June 30, 2013
                                                               (in thousands)
                                                               
2010-1 Tower Securities                                         $ 680,000
2010-2 Tower Securities                                         550,000
2012-1 Tower Securities                                         610,000
2013-1C Tower Securities                                        425,000
2013-2C Tower Securities                                        575,000
2013-1D Tower Securities                                        330,000
2011 Term Loan B (carrying value of $180,201)                   180,529
2012-1 Term Loan A (carrying value of $190,000)                 190,000
2012-2 Term Loan B (carrying value of $109,725)                 109,971
Total secured debt                                              3,650,500
                                                               
4.0% Convertible Senior Notes (carrying value of $448,988)      499,973
8.25% 2019 Senior Notes (carrying value of $242,295)            243,750
5.625% 2019 Senior Notes                                        500,000
5.75% 2020 Senior Notes                                         800,000
Total unsecured debt                                            2,043,723
Total debt                                                      $ 5,694,223
                                                               
Leverage Ratio                                                  
                                                               
Total debt                                                      $ 5,694,223
Less: Cash and cash equivalents, short-term restricted cash and 231,208
short-term investments
                                                               
Net debt                                                        $ 5,463,015
                                                               
Divided by: Annualized Adjusted EBITDA                          $ 785,552
                                                               
Leverage Ratio                                                  7.0x
                                                               
Secured Leverage Ratio                                          
                                                               
Total secured debt                                              $ 3,650,500
Less: Cash and cash equivalents, short-term restricted cash and 231,208
short-term investments
Net Secured Debt                                                $ 3,419,292
                                                               
Divided by: Annualized Adjusted EBITDA                          $ 785,552
                                                               
Secured Leverage Ratio                                          4.4x

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